DRS/A 1 filename1.htm

 

As confidentially submitted to the Securities and Exchange Commission on December 15, 2015

 

 Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

 

FORM F-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Grupo Supervielle S.A.
(Exact name of Registrant as specified in its charter)

 SUPERVIELLE GROUP S.A.

 (Translation of Registrant’s name into English)

 

Republic of Argentina 6029 Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

Grupo Supervielle S.A.
Bartolomé Mitre 434, 5th Floor
C1036AAH Buenos Aires
Republic of Argentina
(+ 54-11-4340-3100)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________________________
 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
 With copies to:
Andrés de la Cruz, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
       

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of
securities to be registered
Amount to be registered     Proposed maximum offering price per Class B share     Proposed maximum aggregate offering price Amount of registration   fee
Class B shares, par value
Ps.1.00 per share(1)(2)
US$ US$ US$ US$

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

(1) Includes Class B shares that the international underwriters may purchase solely pursuant to their option to purchase additional shares.

 

(2) A separate registration statement on Form F-6 will be filed for the registration of American depositary shares issuable upon deposit of the Class B shares registered hereby.

 

 
 

 

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

  

SUBJECT TO COMPLETION, DATED , 2016

 

PROSPECTUS

 

Class B Shares

 

 

Grupo Supervielle S.A.

 

including in the form of American depositary shares

 

 

This is the initial public offering of our Class B shares of common stock, par value Ps.1 per share and one vote per share. We and the selling shareholders named in this prospectus are offering the Class B shares in a global offering, which consists of an international offering in the United States and other countries outside Argentina and a concurrent offering in Argentina. In the aggregate, up to 167,000,000 Class B shares directly or in the form of American depositary shares (“ADSs”) are being offered by us in the global offering and up to         Class B shares are being offered by the selling shareholders directly or in the form of ADSs in the global offering. In the international offering, Class B shares are being offered by us and the selling shareholders in the form of ADSs, each of which represents five Class B shares. The international offering of the ADSs is being underwritten by the international underwriters named in this prospectus. In the Argentine offering, Class B shares are being offered by us and the selling shareholders to investors in Argentina through the Argentine placement agent named in this prospectus. The closings of the international and Argentine offerings are conditioned upon each other. We will not receive any proceeds from the sale of Class B shares by the selling shareholders.

 

Prior to this offering, no public market existed for the Class B shares and ADSs. The initial public offering price of the ADSs in the international offering is expected to be between US$        and US$        per ADS, and the initial public offering price of the Class B shares in the Argentine offering is expected to be between US$     and US$     per Class B share. After the pricing of this offering, we expect the ADSs to trade on the New York Stock Exchange (the “NYSE”) under the symbol “       “ and our Class B shares to be listed on the Mercado de Valores de Buenos Aires (MERVAL), under the symbol “       .”

 

The offering of our Class B shares in Argentina will be registered with the Argentine securities regulator (Comisión Nacional de Valores). Neither the U.S. Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Investing in the Class B shares and ADSs involves risks. See “Risk Factors” beginning on page 23 of this prospectus.

 

 

 

    Per ADS    Total    Per Class B share    Total 
Public offering price    US$    US$    US$    US$ 
Underwriting discounts and commissions    US$    US$    US$    US$ 
Proceeds, before expenses, to us    US$    US$    US$    US$ 
Proceeds, before expenses, to the selling shareholders    US$    US$    US$    US$ 

 

 

We have granted the international underwriters the right for a period of 30 days from the date of this prospectus to purchase up to an additional             Class B shares in the form of ADSs at the initial public offering price paid by investors minus any applicable discounts and commissions pursuant to the international underwriters option to purchase additional shares. New shareholders will not have preemptive or accretion rights with respect to the Class B shares offered pursuant to the international underwriters’ option to purchase additional shares.

 

The Class B shares and ADSs will be ready for delivery on or about         , 2016.

 

Morgan Stanley   BofA Merrill Lynch
Joint Bookrunner and Joint Global Coordinator   Joint Bookrunner and Joint Global
Coordinator
Raymond James
Co-Manager

 

The date of this prospectus is     , 2016.

 

 
 

  

TABLE OF CONTENTS

  

  Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ii
SUMMARY 1
THE OFFERING 14
SUMMARY CONSOLIDATED FINANCIAL DATA 20
RISK FACTORS 23
USE OF PROCEEDS 47
FORWARD-LOOKING STATEMENTS 48
ARGENTINE ECONOMY AND FINANCIAL SYSTEM 49
EXCHANGE RATES 62
EXCHANGE CONTROLS 63
MARKET INFORMATION 70
CAPITALIZATION 72
DILUTION 73
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION 74
SELECTED STATISTICAL INFORMATION 78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 104
BUSINESS 163
ARGENTINE BANKING REGULATION 213
MANAGEMENT AND CORPORATE GOVERNANCE 246
MAJOR AND SELLING SHAREHOLDERS 268
RELATED PARTY TRANSACTIONS 272
DESCRIPTION OF BYLAWS AND CAPITAL STOCK 276
DESCRIPTION OF AMERICAN DEPOSITARY SHARES 284
DIVIDENDS AND DIVIDEND POLICY 292
TAXATION 295
UNDERWRITING 302
ANTI-MONEY LAUNDERING 311
GLOBAL OFFERING EXPENSES 314
VALIDITY OF THE SECURITIES 315
EXPERTS 316
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS 317
WHERE YOU CAN FIND MORE INFORMATION 318
INDEX TO THE FINANCIAL STATEMENTS 319
INDEX TO EXHIBITS  

 

 

 

In this prospectus, we use the terms “we,” “us,” “our” and the “group” to refer to Grupo Supervielle S.A. and its consolidated subsidiaries, including Banco Supervielle S.A., unless otherwise indicated. References to “Grupo Supervielle” mean Grupo Supervielle S.A. References to the “Bank” mean Banco Supervielle S.A. and its consolidated subsidiaries. References to “Tarjeta” mean Tarjeta Automática S.A. References to “Cordial Microfinanzas” mean Cordial Microfinanzas S.A. References to “SAM” mean Supervielle Asset Management Sociedad Gerente de FCI S.A. References to “Adval” mean Adval S.A. References to “Sofital” mean Sofital S.A.F.e I.I. References to “CCF” mean Cordial Compañía Financiera S.A. References to “Supervielle Seguros” mean Supervielle Seguros S.A. References to “Espacio Cordial” mean Espacio Cordial Servicios S.A. References to “Viñas del Monte” mean Viñas del Monte S.A.

 

References to “Class B shares” refer to shares of our Class B common stock, all with a par value of Ps.1.00 per share and references to “ADSs” are to American depositary shares, each representing           Class B shares, except where the context requires otherwise.

 

i
 

 

The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” refers to the federal government of Argentina the term “Central Bank” refers to the Banco Central de la República Argentina, or the Argentine Central Bank, and the term “CNV” refers to the Argentine Comisión Nacional de Valores, or the Argentine securities regulator. “U.S. GAAP” refers to generally accepted accounting principles in the United States of America (“United States” or “U.S.”), “Argentine GAAP” refers to generally accepted accounting principles in Argentina and “Argentine Banking GAAP” refers to the accounting rules of the Central Bank. The term “GDP” refers to gross domestic product and all references in this prospectus to GDP growth are to real GDP growth, the term “CPI” refers to the consumer price index and the term “WPI” refers to the wholesale price index. The term “customers” refers to individuals or entities that have at least one of our products without any requirement of customer activity during any time period. Unless the context otherwise requires, the term “financial institutions” refers to institutions regulated by the Argentine Central Bank. The term “Argentine banks” refers to banks that operate in Argentina. The term “Argentine private banks” refers to banks that are not controlled or owned by the Argentine federal government or any Argentine provincial, municipality or city government. The term “private domestically-owned banks” refers to private banks that are controlled by Argentine shareholders. The term “small businesses” refers to individuals and businesses with annual sales of up to Ps.25.0 million. The term “SMEs and large-sized companies” refers to individuals and businesses with annual sales over Ps.25.0 million. The term “ROAE” refers to return on average shareholders’ equity. ROAE is frequently used by financial institutions as a benchmark to measure profitability compared to peers but not as a benchmark to determine returns for investors, which is affected by multiple factors that ROAE does not consider.

 

 

 

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholders, the international underwriters, the Argentine placement agent or any of our or their affiliates have not authorized any other person to provide you with different or additional information. We, the selling shareholders, the international underwriters, the Argentine placement agent, or any of our or their affiliates are not making an offer to sell the ADSs or Class B shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs or Class B shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

 

 

 

The offering of ADSs is being made in the United States and elsewhere outside Argentina solely on the basis of the information contained in this prospectus. We are also offering Class B shares in Argentina using a Spanish-language prospectus that will be filed with the CNV. The Argentine prospectus is in a different format than this prospectus in accordance with CNV regulations but contains substantially the same information included in this prospectus.

 

The Argentine public offering of the Class B shares was approved by the CNV on         , 2016 by Resolution No.         .

 

No offer or sale of ADSs may be made to the public in Argentina except in circumstances that do not constitute a public offer or distribution under Argentine laws and regulations.

 

 

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

 

Financial Statements

 

We maintain our financial books and records in Pesos and prepare our consolidated financial statements in Argentina in conformity with Argentine Banking GAAP, as these are the rules and regulations applied by the Bank, our main subsidiary. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Our unaudited consolidated financial statements as of September 30, 2015 and for the nine-month periods ended September 30, 2015 and 2014 are included in this prospectus and referred to as our “unaudited interim consolidated financial statements.” Our consolidated financial statements at December 31, 2014 and 2013 and for each of the three years ended December 31, 2014, have been audited, as stated in the report appearing herein, and are included in this prospectus and referred to as our “audited consolidated financial statements.” Note 36 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the years ended December 31, 2014 and 2013. Unless otherwise indicated, all financial information of our company included in this prospectus is stated on a consolidated basis under Argentine Banking GAAP.

 

ii
 

 

Currencies and Rounding

 

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.

 

We have translated certain of the Peso amounts contained in this prospectus into U.S. dollars for convenience purposes only. Unless otherwise indicated, the rate used to translate such amounts (i) as of September 30, 2015 was Ps.9.4192 to US$1.00, which was the Tipo de Cambio de Referencia, or reference exchange rate reported by the Central Bank for U.S. dollars and (ii) as of December 31, 2014 was Ps.8.5520 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos. The U.S. dollar equivalent information presented in this prospectus is provided solely for the convenience of investors and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Exchange Rates” for more detailed information regarding the translation of Pesos into U.S. dollars.

 

All “as adjusted” amounts contained in this prospectus have been adjusted to reflect the receipt by us of the estimated net proceeds at an assumed public offering price of US$          per Class B share (or US$        per ADS), the mid-point of the price range set forth on the cover page of this prospectus.

 

Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

Market Share and Other Information

 

We make statements in this prospectus about our competitive position and market share in, and the market size of, the Argentine banking industry. We have made these statements on the basis of statistics and other information derived from the Central Bank’s publications and other third-party sources that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, neither we, the selling shareholders, the international underwriters, the Argentine placement agent nor any of our or their affiliates have independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications.

 

iii
 

 

SUMMARY

 

This summary highlights material information appearing elsewhere in this prospectus. While this summary highlights what we consider to be the most important information about us, you should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our Class B shares and ADSs, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes beginning on page F-1.

 

Overview

 

We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina’s most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.4% of our total assets and, has a history of strong growth and robust profitability, reporting return on average shareholders’ equity, or “ROAE”, of 28.3% on average for the 2010-2014 period, compared to an average of 27.6% for private banks in Argentina for the same period according to the Central Bank. As of September 30, 2015, we served over two million customers, and our assets totaled Ps.28.1 billion (approximately US$3.0 billion), in addition to Ps.4.9 billion (approximately US$510 million) of assets managed by SAM. As of September 30, 2015, the Bank and CCF accounted for 89.4% and 8.0% of our total assets, respectively.

 

As of December 31, 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

 

Personal loans: a 5.0% market share;

 

Active Mastercard credit cards: a 9.1% market share;

 

Leasing: a 6.3% market share , and a market share greater than 10% when taking into account our securitized leasing portfolio;

 

Factoring: a 9.8% market share;

 

Deposits among private banks in the Mendoza and San Luis regions: a 19.5% and 57.3% market share, respectively; and

 

Total loans among private banks in the Mendoza and San Luis regions: a 15.9% and 39.5% market share, respectively.

 

In the nine-month period ended September 30, 2015,

 

The Bank originated 30.9% of all bank asset securitizations in the Argentine market;

 

We originated 8.0% of all asset securitizations in the Argentine market; and

 

We managed 13.2% of all social security payments to senior citizens in Argentina.

 

In the year ended December 31, 2014,

 

The Bank originated 45.1% of all bank asset securitizations in the Argentine market;

 

We originated 16.2% of all asset securitizations in the Argentine market; and

 

We managed 12.9% of all social security payments to senior citizens in Argentina.

 

1
 

 

 

We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, small and medium-sized enterprises (“SMEs”) and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 326 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 67 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 492 ATMs and 158 self-service terminals.

 

Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Wal-Mart Argentina S.R.L. (“Walmart Argentina”) customers at each of Walmart Argentina’s 108 supermarkets located in 21 provinces.

 

As of September 30, 2015, on a consolidated basis, we had:

 

  over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,331 small businesses and 4,442 SMEs and large-sized companies;

 

  Ps.28.1 billion in total assets;

 

Ps.18.4 billion in loans to the private sector and Ps.984 million in financial leases;

 

  Ps.1.2 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.2.5 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.20.7 billion in deposits, including Ps.19.5 billion from the private sector, Ps.0.2 million from the financial sector and Ps.0.9 billion from the non-financial public sector;

 

Ps.2.0 billion in shareholders’ equity; and

 

4,714 employees.

 

As of December 31, 2014, on a consolidated basis, we had:

 

approximately two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies;

 

Ps.23.2 billion in total assets;

 

Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases;

 

2
 

 

 

Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.16.9 billion in deposits, including Ps.15.3 billion from the private sector and Ps.1.4 billion from the non-financial public sector;

 

Ps.1.7 billion in shareholders’ equity; and

 

4,579 employees.

 

We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

 

Between 2010 and 2014 the Bank’s loan portfolio grew at a compound annual growth rate (“CAGR”) of 32.9%, as compared to 29.5% for private banks in Argentina. The Bank’s ROAE was 22.7%, 28.5%, 35.2%, 27.7% and 27.3% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, compared to an average ROAE of 24.5%, 25.6%, 26.4%, 29.1% and 32.1% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.7%, 12.5%, 15.1%, 15.0% and 16.7% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, which compares favorably to averages for private banks in Argentina of 11.6%, 10.6%, 12.3%, 12.5% and 14.2% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively. As of December 31, 2014, the Bank accounted for 3.4% of all loans held by private banks in Argentina and 3.2% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2010.

 

Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

 

Segments

 

We conduct our operations through the following segments:

 

Retail Banking

 

Corporate Banking

 

Treasury

 

Consumer Finance

 

Insurance

 

Asset Management & Other Services

 

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Products and Services

 

We offer our products and services in Argentina’s main regions and cities through our main operating subsidiaries, which include:

 

Banco Supervielle S.A., a universal commercial banking institution,
   
Cordial Compañía Financiera S.A., a consumer financing company,
   
Tarjeta Automática S.A., a private label credit card company,
   
Cordial Microfinanzas S.A., a company that specializes in microfinance,
   
Supervielle Seguros S.A., an insurance company,
   
Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company, and
   
Espacio Cordial Servicios S.A., a retail company selling non-financial products and services.

 

Market Opportunities

 

We believe that the low penetration rates of financial services in Argentina, offer a significant opportunity for us to accelerate our growth. We highlight below the key market opportunities from which we believe we will benefit:

 

Under-developed financial system with low levels of banking and insurance penetration. Argentina has one of thelowest market penetration rates of financial services in Latin America. According to the Central Bank and INDEC (“Instituto Nacional de Estadísiticas y Censos”), loans to the private sector as a percentage of GDP were 12.1% as of December 31, 2014, which positively compares to penetration rate levels in other Latin American countries, such as 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the Inter-American Development Bank (“IDB”).

 

Similarly, Argentina’s insurance market also remains under-penetrated when compared to other countries in Latin America. According to each country’s insurance regulator, in 2014 insurance premiums written in Argentina as a percentage of GDP represented 1.6%, positively comparing to 2.5% in Brazil, 2.3% in Colombia, 1.9% in Peru, 2.0% in Mexico and 3.8% in Chile.

 

4
 

 

Fragmented banking sector in Argentina offers the possibility for further consolidation. The Argentine banking sector, which shows high levels of profitability and maintains a strong asset quality, presents opportunities for consolidation. As of December 31, 2014, according to the respective financial regulatory agencies, there were 65 banks in Argentina, compared to 132 in Brazil, 23 in Chile, 22 in Colombia, 45 in Mexico and 17 in Peru. The relatively high number of banks in Argentina suggests that there is room for consolidation. As of December 31, 2014, the top five banks in Argentina represented 51.3% of total loans extended by banks (with the government-owned banks alone accounting for 38.1%), compared to 86.1% in Brazil, 72.7% in Chile, 67.3% in Colombia, 73.0% in Mexico and 87.0% in Peru. We believe that consolidation would improve efficiency as cost savings are materialized through optimization of infrastructure and expenses and would allow for further growth opportunities. According to information published by each relevant country’s regulator, in 2014, Argentina’s banking sector had an efficiency ratio of 52.6%, compared to 57.3% in Brazil, 45.2% in Chile, 43.6% in Colombia, 52.7% in Mexico and 36.5% in Peru. We believe that our track record, size and geographic reach strategically positions us to benefit in the event of consolidation in the Argentine banking sector.

 

Solvency of Argentine financial system. Although Argentina’s financial system experienced instability as a result of the 2001-2002 crisis over the last five years, the Argentine financial system has maintained high levels of profitability and strong asset quality. From 2010 to 2014, according to the Central Bank, the Argentine financial system had an average ROAE of 27.2%, an average NPL ratio of 1.8% and an average deposits to loans ratio of 142.3%. As of December 31, 2014, the Argentine financial system had a ROAE of 32.7%, an NPL ratio of 2.0% and deposits to loans ratio of 147.0%, indicating comfortable liquidity levels. Furthermore, assets and liabilities in the financial system are largely denominated in Pesos, which limits exposure of the financial system to foreign exchange fluctuations. The relatively short duration of loans in the Argentine financial system results in low asset-liability mismatch, protecting the system from an unexpected contraction in deposits.

 

Corporate Structure and Our History

 

The following diagram illustrates our current organizational structure. Percentages indicate the ownership interest held.

 

5
 

 

 

 

 

(1) Acalar S.A. is an Argentine sociedad anónima 100% owned by the Coqueugniot family (Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot and Diana I. Coqueugniot), in equal parts.
(2) Lankory International S.A. is a Uruguayan sociedad anónima 100% owned by Pilar Isabelle Estela Supervielle.

 

We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887 and have maintained a successful track record since then. Immediately after the global offering and assuming the placement of all shares offered and no exercise of the international underwriters’ option to purchase additional shares, our controlling shareholder, Julio Patricio Supervielle, will own shares representing         % of our total capital stock and      % of total voting rights.

 

We are one of few domestically-owned financial groups in Argentina that has remained under the control of the same shareholder group over time. The extensive experience and stability of our controlling group has helped us focus on increasing our market share in the core segments in which we operate and consolidate as one of the most stable financial groups in the country with a recognized reputation.

 

Since 2001, we have acquired several businesses while consistently maintaining high levels of profitability and sustained ROAE. Our average ROAE for the 2010-2014 period was 27.7%, while the Bank posted an average ROAE of 28.3%. Since 2001, we have acquired several financial institutions such as Banco Société Générale Argentina and Banco Regional de Cuyo, and we have acquired businesses such as Tarjeta, GE Compañía Financiera (now CCF) and Aseguradora de Crédito del Mercosur (now Supervielle Seguros). We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

 

6
 

 

Our Competitive Strengths

 

We have achieved a strong competitive position in our core products (personal loans, factoring, leasing and social security payments to senior citizens).

 

We have developed a leading position in the Argentine market in a number of attractive products to different customer segments. We are leaders in the Argentine market in the following areas:

 

  Retail Customers. We maintain leading positions in attractive retail banking and consumer finance segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of September 30, 2015, we had approximately 2.1 million retail customers, accounting for Ps.13.4 billion (approximately US$1.4 billion) in deposits. As of December 31, 2014, the Bank and CCF’s loans to retail customers represented 5.0% of the Argentine private banks market for personal loans, which ranked fifth out of 53 private banks in Argentina. In 2014, the Bank managed 12.9% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis), ranking first among Argentine private banks. Additionally, we are the largest private issuer of MasterCard credit cards and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract recently extended through August 2020, renewable at expiration.
     
  Corporate Customers. We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and large-sized companies. As of December 31, 2014, we had a 6.3% market share in leasing and a 9.8% market share in factoring in the Argentine private banks market, which ranked eighth and fourth, respectively, out of 53. according to our estimates based on Central Bank information. In 2014, our leasing market share was greater than 10% when taking into account the securitized leasing portfolio.
     
  Capital Markets. We maintain a leading position in the Argentine securitization market, which we have developed as part of the Bank’s funding strategy. In the nine-month period ended September 30, 2015, we had a 30.9% share in bank asset securitization and an 8.0% share in the overall Argentine asset securitization market according to our own estimates based on Central Bank and CNV information. In the nine-month period ended September 30, 2015, we had Ps.1.4 billion (approximately US$151 million) in securitization and bond issuances.

 

Access to multiple customer segments through differentiated brands and channels positions us to capture future growth in the Argentine financial system. We target a broad spectrum of socioeconomic segments and companies of varying sizes using a multi-brand model to offer a wide range of financial services. The Bank offers customized financial products and services to corporate clients, as well as to high net worth and middle-income individuals and to middle and lower-middle-income senior citizens. CCF and Tarjeta focus their products and services on the middle and lower-middle-income segments of the urban population. Through Cordial Microfinanzas, we are the main private financial group in Argentina to offer microfinance services, targeting micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or maintenance purposes. Our multi-brand model allows us to access segments of the population that are underserved and we believe offer growth opportunities.

 

We consistently seek to leverage the strong cross-selling potential of our multi-brand and multi-channel business model and our stable pool of over two million customers. Through our multi-brand and multi-channel approach, we are able to cross-sell and create synergies across our segments. Bancassurance specifically allows us to cross-sell value added insurance products in compliance with the regulations of the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) and of the Central Bank, as applicable. Additionally, our 128 consumer finance points of sale offer an attractive platform for cross-selling certain credit cards and loans. We cross-sell non-financial services and products such as insurance products and plans, tourism packages, health insurance and health services, electric appliances and furniture, and alarm systems through Espacio Cordial and our senior citizen service centers.

 

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We believe our investment in developing a strategic national footprint positions us to capture strong growth and benefit from economies of scale. We have a focused presence in Argentina’s major regions and cities where the GDP per-capita is above US$12,000, through 326 access points, including branches, senior citizen service centers and sales and collection centers, 492 ATMs, 158 self-service terminals, our call center and home banking and mobile services. The Bank has an important presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area (where approximately 15.6 million or 39% of Argentina’s population resides), through 57 branches and 52 senior citizen service centers and CCF has 22 sales points within Walmart locations. The Bank is also one of the most active players in the Cuyo region, which includes the Province of Mendoza, San Juan and San Luis where it operates through 44 branches, seven senior citizen service centers, nine collection centers and has been designated the exclusive paying agent for the government of the Province of San Luis through 2021. We have approximately 249,000 customers in Mendoza and approximately 188,000 in San Luis. CCF has eight sales points in the Cuyo region. Through Tarjeta, we offer consumer finance services mainly in the Patagonia region, where we rely on 15 branches and 38 sales and collection centers. Given the strength of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by leveraging our existing network and growing our revenues without significant investments in additional expansion of our platform.

 

Our funding base is robust. We have access to diversified, competitive and stable sources of funding. Our low-cost
demand deposit base comprises 37% of our funding base (24% of savings accounts and 13% of checking accounts as of September 30, 2015). Furthermore, we use securitization of loans and other capital markets instruments among our funding strategies.

 

Creation of shareholder value under prudent financial risk management policies. We have generated value, strong growth and returns on capital for our shareholders that have exceeded average returns for Argentine private banks over the past five years, during which the Bank’s annual average shareholders’ equity growth rate was 35.2%, while managing financial risks under policies designed to protect our capital and liquidity. In addition to our organic growth, we have successfully acquired and integrated strategic businesses. We have consistently limited our exposure to the non-financial public sector and limited term, currency and other mismatches in our assets and liabilities. Those prudent financial risk policies allowed us to successfully overcome the Argentine financial crisis in 2001 and 2002 and proved equally effective during the 2008 global economic downturn. We derive our net income primarily from financial intermediation activities rather than from trading or financial investments, which has resulted in more stable sources of income and reduced the exposure of our earnings to market volatility.

 

Long-standing presence in Argentina’s financial sector, committed controlling shareholder and experienced Board of Directors and management team. Through our main subsidiary, the Bank, we trace our origins to the banking house Supervielle y Cía. Banqueros, established in 1887. Our long-standing presence in Argentina’s financial sector has allowed us to establish strong long-term relationships with our customer base, build a reputation for personalized customer service and establish the Supervielle brand as a recognized household name in the Argentine banking industry for both individuals and corporations, as well as in the securitization and corporate bond segments of the local capital markets. Our shareholders have a strong commitment to the Argentine financial system. Julio Patricio Supervielle is the Chairman of the Board of Directors and our CEO and has led Grupo Supervielle for over 13 years. During his tenure we have experienced growth in terms of net worth, assets, deposits and our network, and we have successfully completed some of our most significant acquisitions. We rely on a Board of Directors whose members collectively have extensive experience in retail and commercial banking, a deep understanding of local business sectors and strong capabilities in risk management, finance, capital markets, M&A and corporate governance. In addition, our stable senior management team is comprised of seasoned officials and experts in their fields that foster a business culture of high performance.

 

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Our Vision and Strategy

 

We seek to become the premier bank for individuals and companies in Argentina and to provide a superior banking experience to our customers at all times. In order to achieve our objective of providing best in class customer service, we strive to continuously innovate and optimize our policies and processes by leveraging our long-standing reputation, effective customer segmentation, multi-brand strategy, extensive distribution network and strong digital footprint.

 

We believe that our success is based on our people. We have developed a strong culture based on shared values: leadership, innovation, simplicity, efficiency, commitment and respect.

 

The Argentine market is one of the least developed financial systems in Latin America, with a fragmented, competitive landscape. We believe that the market offers a number of growth opportunities which we are positioned to capture given our focus on a distinguished customer experience, our product offering, our extensive distribution network and our leading technology.

 

We aim to increase our market share of the overall Argentine financial services market by delivering tailored value propositions in each of the key business segments in which we operate: Retail Banking, Corporate Banking, Treasury, Consumer Financing, Insurance and Asset Management and Other Services.

 

The key components of our strategy are as follows:

 

Increase our market presence in attractive customer segments and products and strengthen our value proposition through an effective customer segmentation strategy

 

We seek to increase revenues from each of our target customer segments through cross-selling strategies and as described below:

 

Entrepreneurs and Small Businesses: We aim to continue to expand our market share within our customer base of entrepreneurs and small businesses. We intend to leverage our branch network as a primary means of attracting business and focus on building our customized cash management services.

 

Middle and lower-middle-income population: This segment has one of the lowest banking penetration rates in Latin America and represents an important opportunity to attract new customers. Our exclusive agreements with Walmart Argentina and Hipertehuelche supermarkets position us to reach this segment with a powerful value proposition, particularly consumer finance loans and credit cards. This customer base also offers opportunities for cross-selling of other banking products. Additionally, we continuously analyze opportunities for new product launches to serve this segment.

  

High net worth customers: We successfully launched the Identité brand in 2014 with an attractive value proposition designed to capture and monetize the high net worth customer segment. That value proposition includes a wide range of components like premium credit cards, loyalty programs and exclusive events for customers. To reach high net worth individuals, the bank leverages three key assets: a premium, differentiated brand, a highly trained workforce and an excellent branch network in high income neighborhoods.

 

Senior citizens: We intend to maintain our leadership position in the senior citizen segment, providing unique services and benefits catered to its specific needs. Leveraging our network of specialized service centers we seek to expand our credit card and personal loan business, finance travel packages and consumer goods and services, and distribute insurance products, including life, burial, health, personal accident insurance and home insurance. This segment is adopting technology rapidly, which we anticipate will increase efficiency of service delivery.

 

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SMEs and large-sized companies: Our aim is to become the premier bank for SMEs and large-sized companies by deploying outstanding transactional and cash management services. We intend to develop strategic partnerships with key industry players to provide financial services through direct lending or factoring transactions to their critical providers and suppliers along their value chains. We will target specific opportunities and customers in the agricultural, wine, energy and infrastructure sectors. With respect to the agricultural sector, we strive to deepen our existing relationships with leading industry players, providing financing to their customer base. In San Luis, Córdoba, and Tucumán, where we have a well-established distribution base, we intend to continue to target individual farmers. With respect to the wine industry, we seek to continue to develop partnerships with premium wine producers and key industry suppliers, providing industry insights and financial services, such as harvest financing and warrants backed by wine in custody. With respect to the energy and infrastructure sectors, we target SMEs and large-sized companies along the supply chains of oil and gas (exploration and production) in Vaca Muerta and medium and large construction companies, tapping into the substantial potential demand for infrastructure financing.

 

Larger corporate customers: We intend to offer a full range of products and services, including financial advice, transactional services, treasury management, short, medium and long term financing to larger corporate customers than we have historically targeted. We aim to achieve this goal through quick decision-making with respect to our credit evaluation process, personal attention, increasing transactional services (such as check maintenance, payroll management, payments to suppliers and tax payment services) and building upon our cash management products, payroll management and other products that translate into higher balances of immediately available deposits.

 

Leverage our proximity to customers through our extensive distribution network of branches, service centers and sales points to provide a superior customer experience

 

We have a direct presence in Argentina’s major regions and cities. The Bank has a particularly important presence in the Greater Buenos Aires metropolitan area and the Cuyo region, which includes the provinces of Mendoza, San Juan and San Luis. Given the geographical concentration of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by growing our revenues without significant investments in additional platform expansion.

 

We intend to selectively expand the bank’s network of branches, emphasizing services for high net worth and upper-middle-income individuals and small businesses. In order to tap the potential of Vaca Muerta, the shale oil and gas reservoir, we intend to open several branches in the province of Neuquén, as well as leverage our Malargüe branch in Mendoza.

 

We intend to grow the number of hub and spoke sales units specialized in leasing, foreign trade financing and cash management services.

 

We will build upon our leadership position in retail and corporate banking services in the provinces of Mendoza and San Luis. We plan to continue our partnerships with premium retail stores and shopping outlets to obtain differentiated discounts and benefits for our retail customers, relying on our existing network, which is the largest in the region, and leveraging our role as exclusive financial agent to the Government of San Luis.

 

We aim to increase our access to non-banking customers, by developing partnerships with key retailers to provide banking services along the lines of our existing alliance with Walmart Argentina, recently extended through August 2020.

 

We plan to continue to expand our dedicated sales force with a focus on new entrepreneurs, small businesses and payroll services, to drive revenues and cross-selling ratios.

 

We intend to seek new strategic partnerships in the agribusiness sector to provide financial services to leading national and international players catered to their customer base. We plan to broaden our offering of commodity warrants and livestock leasing, leveraging our strong market leadership in San Luis and Córdoba, in the north of Argentina.

 

Continue capitalizing on synergies by developing new businesses to increase our share of wallet

 

Our two million customers provide a base from which to expand our share of wallet and increase customer loyalty. The Bancassurance business allows us to cross-sell historically profitable and low-claims products to our existing customer base. We have access through our distribution networks and aim to further develop our Bancassurance distribution model by expanding the variety of insurance products offered by Supervielle Seguros, including credit life insurance. Espacio Cordial allows us to reach our clients with a wide variety of non-financial products and services, including travel and home appliance financing and health services.

 

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Grow our balance sheet while maintaining our conservative risk management policies

 

Over the past 15 years we have differentiated ourselves from our competition by systematically securitizing assets, becoming the leader in Argentine capital markets in this segment. With the planned expansion of our capital base, we plan to reduce securitization of our originated assets and leverage our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions. The proceeds from this offering are expected to nearly double our capacity to increase our balance sheet in two years, allowing for a significant opportunity to improve our cost-income ratios.

 

Our conservative financial policies based on a diversified deposit base, low portfolio concentration, short term high liquidity and low interest rate, term and currency mismatches have allowed us to build a strong franchise in retail and corporate banking. We expect that the proceeds from this offering will boost our ability to increase our deposits, cross-sell to retail and consumer customers and attract cash management deposits from corporate clients. We also intend to continue to opportunistically access long-term funding from the international capital markets.

 

Improve our efficiency by focusing on innovation and technology

 

We will seek to increase commercial productivity by optimizing sales time using online and mobile banking, sales and collection centers, streamlining risk assessment and CRM technology. We also plan to continue working with world-class business intelligence tools to increase sales productivity and to improve relationships with clients through better predictive sales actions and communications.

 

Our strong culture of innovation supports our constantly keeping abreast of customer needs and global trends, creating and efficiently implementing solutions focused on local customer preferences.

 

We intend to expand our digital banking channel and online banking platform. Our goal is to offer an outstanding digital experience to our clients. We intend to continue to increase the number of active online users and to migrate our services to digital channels, which we expect will allow us to increase low-cost distribution and convert service centers into full bank branches. We also intend to continue launching mobile banking applications, which will enable “one click” payment and “one click” loan functionalities, with anytime and everywhere financial services and provide alerts and messages to customers in order to achieve cost efficiencies through low-cost social network advertising.

 

We have significantly improved the digital experience of our factoring product line, cash management and payroll services, and introduced “iFactus,” the first portal providing electronic factoring services and “e-Factoring,” an electronic platform which allows for check scanning and electronic delivery to the bank for immediate deposit, custody or discounting, with deferred physical delivery.

 

We also intend to increase our offering of transactional services, such as factoring operations, foreign trade and cash management services (check maintenance, payroll management, payments to suppliers and tax payments).

 

Certain Considerations for U.S. Investors

 

Recent tax issues

 

On September 23, 2013, Law No. 26,893, which amended the Income Tax Law, was enacted. According to the amendments, the distribution of dividends by an Argentine corporation is subject to income tax at a rate of 10.0%, unless such dividends are distributed to Argentine corporate entities.

 

In addition, the amended law establishes that the sale, exchange or other transfer of shares and other securities is subject to a capital gain tax at a rate of 15% for Argentine resident individuals and foreign beneficiaries. There is an exemption for Argentine resident individuals if certain requirements are met; however, there is no such exemption for non-Argentine residents.

 

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The income tax treatment of income derived from the sale of ADSs, dividends or exchanges of shares from the ADS facility may not be uniform under the revised Argentine income tax law. The possibly varying treatment of source income could impact both Argentine resident holders as well as non-Argentine resident holders. In addition, should a sale of ADSs be deemed to give rise to Argentine source income, as of the date of this prospectus no regulations have been issued regarding the mechanism for paying the Argentine capital gains tax when the sale exclusively involves non-Argentine parties. However, as of the date of this prospectus, no administrative or judicial rulings have clarified the ambiguity in the law.

 

As of the date of this prospectus, many aspects of these new taxes remain unclear. For more information, see “Taxation—Material Argentine Tax Considerations.”

 

Fees that may be paid by ADS investors

 

The following table summarizes certain fees and expenses in connection with the ADSs:

 

Persons depositing or withdrawing shares or ADS holders must pay: For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property  

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the Class B shares had been deposited for issuance of ADSs Distribution of securities distributed to holders of deposited securities (including rights) which are distributed by the depositary to ADS holders
$0.05 (or less) per ADS per calendar year Depositary services
Registration or transfer fees Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities As necessary

 

For more information, see “Description of American Depositary Shares—Fees and Expenses.”

 

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Impact of devaluation of the Peso on U.S. investors

 

After several years of moderate variations in the nominal exchange rate, the Peso has undergone significant devaluation over the last three years. In 2010 and 2011, the devaluation of the Peso with respect to the U.S. dollar was 5% and 8%, respectively. In 2012, the Peso lost approximately 14% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 30%, including a loss of approximately 24% in January 2014. The Peso has continued to gradually depreciate over the course of 2015, showing a 10% devaluation from January 1, 2015 to September 30, 2015.

 

Any further devaluation could have an impact on U.S. investors by decreasing our shareholder equity expressed in U.S. dollars, for instance if net income fails to increase at a pace greater than the rate of devaluation.

 

Challenges in the Argentine Market

 

Argentina faces a number of economic, regulatory and political challenges. After recovering from the 2001-2002 crisis, the pace of growth of Argentina’s economy has diminished, inflation levels have been high and the Peso has undergone devaluation in the period 2003 to 2011. In 2012, the Argentine economy grew only slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports. In 2013, the Argentine economy grew by 2.9% according to INDEC. In 2014, the Argentine economy again grew only slightly at 0.5% according to INDEC. In addition, according to INDEC, Argentina recorded inflation levels in 2012, 2013, 2014 and the nine-month period ended September 30, 2015 of 10.8%, 10.9%, 23.9% and 10.7%, respectively. However, private sector estimates in Argentina reported higher levels of inflation than those calculated by INDEC, on average reporting inflation rates in 2012, 2013, 2014 and the nine-month period ended September 30, 2015 of 25.3%, 28.0%, 38.5% and 18.6%, respectively. After several years of moderate variations in the nominal exchange rate, in 2012 the Peso lost approximately 14.4% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 32.5% in 2013 and 31.2% in 2014, including a loss of approximately 24% in January 2014.

 

In addition, a number of regulations have been enacted since the beginning of 2012, incorporating new requirements and restrictions for financial institutions including: (i) mandatory credit lines for productive purposes, with a maximum interest rate established by regulation; (ii) rules limiting the reference interest rate for personal loans and car loans granted to retail customers that are not considered a micro, small or medium size company; (iii) a prior authorization requirement with respect to the introduction of new fees for new products and/or services offered and to increase existing fees; (iv) rules limiting minimum rates applicable to term deposits made by individuals; (v) rules limiting the ability of financial institutions to receive remuneration or profits from any insurance product that customers are obligated to purchase as a condition for accessing financial services; and (vi) rules that reduce the global net position in foreign currency and the overall and term foreign exchange position of financial institutions and limit the permitted open positions for net future transactions at Mercado Abierto Electrónico S.A. (OCT - MAE) with the Central Bank, among others. See “Argentine Banking Regulations—Interest Rate and Fee Regulations.”

 

The economic and financial environment going forward in Argentina is expected to be significantly influenced by the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration is expected to adjust longstanding fiscal and monetary policies that have resulted in recurrent public sector deficits, inflation and pervasive foreign exchange controls and limited foreign investment. Sustainable economic growth and improved employment in the short and medium term will depend upon the manner in which the above-mentioned issues are addressed and may develop adversely if the issues are not addressed adequately.

  

 

 

Our principal executive offices are located at Bartolomé Mitre 434, 5th floor, Buenos Aires, Argentina. Our general telephone number is +54-11-4340-3100. Our website is                              . Information contained or accessible through our website is not incorporated by reference in, and should not be considered part of, this prospectus. Our agent for service of process in the United States is                     , located at                        .

 

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THE OFFERING

 

Issuer   Grupo Supervielle S.A.
     
Selling shareholders   Julio Patricio Supervielle and .
     
Shares offered in the global offering   We are offering up to 167,000,000 Class B shares of common stock, representing 67.076% of our capital stock, including in the form of ADSs (assuming no exercise of an option to purchase additional shares), in the international offering and in the Argentine offering.
 
The selling shareholders are offering up to                Class B shares of common stock, including in the form of ADSs, in the international offering and in the Argentine offering
 
The allocation of shares between the international offering and the Argentine offering will be made at the time of pricing.
     
ADSs   Each ADS will represent five Class B shares. The ADSs may be evidenced by American Depositary Receipts, or ADRs. The ADSs will be issued from time to time under a deposit agreement among us, The Bank of New York Mellon, as depositary, and the registered and other holders and beneficial owners of ADSs. A separate registration statement on Form F-6 will be filed with respect to the ADSs issuable upon deposit of the Class B shares.
     
Listing   We expect the ADSs to trade on the NYSE, under the symbol “ “ and our Class B shares to be listed on the MERVAL under the symbol “ .”
     
Global offering   The global offering consists of the international offering and the Argentine offering. The closings of the international offering and the Argentine offering are conditioned upon each other.
     
International offering                      ADSs, each representing five Class B shares, are being offered by us and the selling shareholders through the international underwriters in the United States and in other countries outside Argentina.
     
Argentine offering   Concurrently with the international offering                       Class B shares, are being offered by us and the selling shareholders through the Argentine placement agent in Argentina.
     
Offering price range and initial public offering price   We expect that the offering price will be between US$              and US$                    per ADS and US$               and US$               per Class B share.

 

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Share capital before and after global offering   Our share capital is divided into Class A shares of common stock, Class B shares of common stock and preferred shares. Each common share of our share capital represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. Holders of our preferred shares are entitled to a preferred dividend but they are not entitled to vote except with regard to certain matters detailed in the last paragraph of Article 244 of Argentine Law No. 19,550, as amended (the “Argentine Corporate Law”). See “Description of Bylaws and Capital Stock.”
 
Immediately after the global offering, we will have 126,738,188 Class A shares,                   Class B shares and 3,200,000 preferred shares outstanding (assuming the holder of preferred shares does not exercise her right to convert her preferred shares into Class B shares of common stock), and our controlling shareholder, Julio Patricio Supervielle, will own shares representing             % of our total capital (including 100% of the Class A shares) and                   % of total voting rights (assuming the placement of all shares offered and no exercise of the option to purchase additional shares).
     
Use of proceeds   We estimate that the net proceeds to us from the global offering, assuming the placement of all shares offered and no exercise of the international underwriters’ option to purchase additional shares (after deducting estimated underwriting fees and transaction expenses), will be approximately US$         . We intend to use the net proceeds from the global offering for the following purposes:
 
(i) primarily to increase the volume of assets and loans of our subsidiaries to sustain our expansion process and strengthen our position within the Argentine financial system. For example, to the extent opportunities to increase our assets and loans through acquisitions in the Argentine banking, asset management or insurance sectors arise, we may apply a portion of the net proceeds to harness those opportunities, although as of the date of this prospectus we have no current plans, arrangements or understandings to make any material acquisition; and  
 
(ii) we intend to retain up to US$40.0 million at the holding company level to redeem or cancel at maturity each series of our outstanding notes due on or prior to January 28, 2017 issued by Grupo Supervielle in the Argentine capital markets, which have the interest rates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle – Global Corporate Notes.” See “Use of Proceeds.”
 
The net proceeds to the selling shareholders (after deducting estimated underwriting fees) are expected to be between approximately US$              million and US$             million. We will not receive any proceeds from the sale of Class B shares by the selling shareholders
     
Option to purchase additional shares   We have granted the international underwriters the right for a period of 30 days from the date of this prospectus to purchase from us up to an additional                   Class B shares in the form of ADSs at the initial public offering price paid by investors minus any applicable discounts and commissions pursuant to their option to purchase additional shares. New shareholders will not have preemptive or accretion rights with respect to the Class B shares offered pursuant to the option to purchase additional shares.    

 

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Preemptive rights   At the shareholders’ meeting held on October 7, 2015, our shareholders approved a capital increase of up to an aggregate amount of Ps.192,000,000 million to permit the issuance of the Class B shares that we will offer in the global offering and the additional Class B shares pursuant to the international underwriters’ option to purchase additional shares. Our existing shareholders have preemptive rights to subscribe all such Class B shares in a number sufficient to maintain their proportionate holdings in our total capital stock. In addition, our existing shareholders have accretion rights, which permit them to subscribe Class B shares that are not subscribed by other existing shareholders in proportion to the percentage of shares for which subscribing existing shareholders have exercised their preemptive rights. Our existing shareholders of common stock, including the selling shareholders, and the holder of preferred shares (exclusively in the case of conversion of such preferred shares into common stock), have waived the exercise of their preemptive and accretion rights relating to all Class B shares to be issued in connection with the offering and pursuant to the international underwriters’ option to purchase additional shares, if any, representing 100% of the preemptive and accretion rights with respect to our capital increases. New shareholders will not have such preemptive and accretion rights in respect of this capital increase (including in respect of shares to be granted in connection with the option to purchase additional shares) but will have such rights in respect of any subsequent capital increase. We will not issue the shares representing the portion of the capital increase not sold in the global offering or the shares representing the portion of the option to purchase additional shares granted to the international underwriters not exercised by such international underwriters.
     
Voting rights   All holders of Class B shares are entitled to one vote per share. Subject to the Argentine Corporate Law, our bylaws and the terms of the deposit agreement, holders of ADSs will be entitled to instruct the depositary how to vote the number of Class B shares represented by such ADSs. Non-Argentine legal entities that own Class B shares directly are required to register in Argentina in order to exercise their voting rights. See “Description of Bylaws and Capital Stock” and “Description of American Depositary Shares.
 
Holders of Class A shares are entitled to five votes per share. However, holders of Class A shares are entitled to only one vote with regard to certain issues detailed in the last paragraph of Article 244 of the Argentine Corporate Law.
 
Holders of preferred shares do not hold voting rights except for (i) matters included in the fourth paragraph of Article 244 of the Argentine Corporate Law and (ii) in any situation in which the holders of preferred shares are delayed in receiving the benefits to which they are entitled.

See “Description of Bylaws and Capital Stock— Rights, Preferences and Restrictions of Each Class of Common Shares.”

 

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Dividends   Subject to Argentine law, foreign exchange regulations and the terms of the deposit agreement, owners of the ADSs will be entitled to receive, as from the date they become owners, dividends, if any, declared and paid on the Class B shares represented by such ADSs to the same extent as holders of the Class B shares. See “Dividends and Dividend Policy,” “Risk factors — Holders of our Class B shares and the ADSs may not receive any dividends,” “Argentine Banking Regulation,” “Exchange Controls” and “Description of American Depositary Shares.”
 
For 2014 and 2013, we paid dividends totaling approximately Ps.1.4 million and Ps.2.3 million to our Class A shareholders, Ps.1.3 million and Ps.2.2 million to our Class B shareholders and Ps.4.7 million and Ps.3.9 million to our holder of preferred shares, respectively.
 
Declaration and payment of dividends, to the extent funds are legally available, is determined by our shareholders at the annual ordinary shareholders’ meeting. It is the responsibility of our Board of Directors to make a recommendation to our shareholders with respect to the amount of dividends to be distributed. The Board of Directors’ recommendation will depend on a number of factors, including but not limited to, our operating results, cash flow, financial condition, capital position, legal requirements, contractual and regulatory requirements, and investment and acquisition opportunities. Our Board of Directors does not intend to recommend the distribution of material dividends for the 2015 fiscal year. However, shareholders are ultimately entitled to overrule the recommendation of the Board of Directors through the affirmative vote of the absolute majority of the present votes at an ordinary shareholders’ meeting. For more information, see “Dividends and Dividend Policy.”

 

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Shareholders   The following table summarizes the percentage of our outstanding Class B shares that will be held by our existing shareholders after giving effect to the offering, assuming the placement of all shares offered, no exercise of the option to purchase additional shares and assuming full exercise of the option to purchase additional shares, respectively:

 

      Option to purchase additional shares is
  Shareholders   not exercised   exercised in full
      (Percentage of class)
  Julio Patricio Supervielle        
  Acalar S.A.        
  Gabriel A. Coqueugniot        
  Cecilia B. Coqueugniot        
  Mónica I. Coqueugniot        
  Diana I. Coqueugniot        
  Lankory International S.A.        

 

   

In addition, Julio Patricio Supervielle will continue to hold 100% of our Class A shares and Pilar Isabel Estela Supervielle will continue to hold 100% of our preferred shares (unless she exercises her right to convert her preferred shares into Class B shares of common stock).

     
Depositary   The Bank of New York Mellon.
     
Taxation   For a discussion of the material U.S. and Argentine tax considerations relating to an investment in our Class B shares or the ADSs, see “Taxation—Material Argentine Tax Considerations” and “Taxation — United States Federal Income Tax Considerations.”
     
Lock-up agreements   We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in “Management and Corporate Governance—Officers” and “Management and Corporate Governance—Banco Supervielle S.A.’s Senior Management,” have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the representatives. See “Underwriting.”
     
Risk factors   See “Risk Factors” beginning on page 23 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ADSs.

 

18
 

 

Mandatory tender offer in the case of a change in control     Upon becoming a public company in Argentina, we will be subject to the Argentine mandatory tender offer regime relating to change of control offers.
   
Under this regime, investors who intend to purchase for cash, either directly or indirectly, individually or collectively, either in one transaction or in a series of successive transactions within a period of 90 consecutive days, a number of voting shares or other securities or voting rights of Grupo Supervielle, that directly or indirectly, when combined with such investor’s existing holdings of our securities, may entitle such person to subscribe for or purchase, a significant holding in our voting capital stock or our votes, must launch a mandatory tender offer (“OPA”).
 
The obligation to launch an OPA is not applicable in certain circumstances, including cases where the acquisition of the significant holding does not imply the acquisition of control over us. The regulations specify whether such investor must launch the OPA with respect to some or all of the outstanding voting shares or other securities which may, directly or indirectly, entitle holders to voting rights, according to the capital stock and voting percentage intended to be obtained. The price per share to be offered will be the fair market value of the shares as determined by the bidder, in compliance with certain criteria set forth by the CNV rules (as implemented through Resolution 622/2013, the “CNV Rules”), which may be challenged by the CNV and any offeree shareholder. See “Description of Bylaws and Capital Stock—Mandatory Tender Offer Regime.”
 
Jurisdiction and arbitration   Pursuant to article 46 of Law No. 26.831, companies whose shares are listed on any authorized market (including the MERVAL), such as we intend our Class B shares to be, are subject to the jurisdiction of the arbitration court of such authorized market for all matters concerning such companies’ relationship with shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims to the courts of the City of Buenos Aires. For all matters relating to the deposit agreement and the ADSs, we will submit to the jurisdiction of the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan.

 

Unless otherwise indicated, all information contained in this prospectus assumes:

 

no exercise of the international underwriters’ option to purchase up to          additional ADSs; and

 

  the ADSs to be sold in the global offering will be sold at US$          per ADS, which is the midpoint of the range set forth on the cover page of this prospectus and the shares to be sold in the global offering will be sold at US$           per share (the per-share equivalent of the ADS price).

 

19
 

 

SUMMARY CONSOLIDATED FINANCIAL DATA

 

The following tables present our summary historical consolidated financial data for each of the periods indicated. You should read this information in conjunction with our audited consolidated financial statements and related notes beginning on page F-1, and the information under “Presentation of Financial and Other Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

We have derived our summary consolidated financial data as of September 30, 2015 and for the nine-month periods ended September 30, 2015 and 2014 from our unaudited interim consolidated financial statements included in this prospectus. Our financial condition and results of operations as of and for the nine-month period ended September 30, 2015 may not be indicative of our financial condition and results of operations at any other date or for any other period. We have derived our summary consolidated financial data as of December 31, 2014 and 2013 and for the three years ended December 31, 2014 from our audited consolidated financial statements included in this prospectus. We have derived our summary consolidated financial data as of December 31, 2012, 2011 and 2010 and for the two years ended December 31, 2011 from our audited consolidated financial statements not included in this prospectus.

 

Solely for convenience, Peso amounts as of and for the nine-month period ended September 30, 2015 and as of and for the year ended December 31, 2014 have been translated into U.S. dollars. The rate used to translate such amounts (i) as of September 30, 2015 was Ps.9.4192 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars and (ii) as of December 31, 2014 was Ps.8.5520 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars.

 

20
 

 

   Grupo Supervielle S.A.
   Nine-month period ended
September 30,
  Year ended
December 31,
   2015  2015  2014  2014  2014  2013  2012  2011  2010
   (in thousands of Pesos or U.S. dollars, as indicated, except for ratios)
Consolidated Income Statement Data                           
Argentine Banking GAAP:                           
Financial income(1)   US$494,592   Ps.4,658,655   Ps.3,467,172   US$555,584   Ps.4,751,352   Ps.3,045,380   Ps.2,210,340   Ps.1,453,929   Ps.923,852 
Financial expenses(2)    (252,663)   (2,379,883)   (1,704,913)   (288,181)   (2,464,526)   (1,303,916)   (818,335)   (581,667)   (337,526)
Gross financial margin    241,929    2,278,772    1,762,259    267,403    2,286,826    1,741,464    1,392,005    872,262    586,326 
Loan loss provisions    (37,795)   (355,994)   (270,402)   (41,687)   (356,509)   (350,535)   (209,798)   (99,079)   (67,827)
Services fee income    211,408    1,991,297    1,530,642    252,902    2,162,820    1,765,659    1,289,651    860,847    608,214 
Services fee expenses    (58,192)   (548,126)   (409,550)   (71,368)   (610,341)   (421,587)   (254,674)   (161,362)   (104,161)
Income from insurance activities    12,096    113,937        995    8,513                 
Administrative expenses    (325,416)   (3,065,154)   (2,222,190)   (352,414)   (3,013,842)   (2,287,201)   (1,807,734)   (1,273,032)   (873,111)
Income from financial transactions    44,030    414,732    390,759    55,831    477,467    447,800    409,450    199,636    149,441 
Miscellaneous income    22,867    215,387    127,898    22,218    190,005    129,245    72,517    54,182    49,928 
Miscellaneous losses    (16,596)   (156,317)   (76,347)   (10,730)   (91,761)   (95,734)   (71,086)   (61,295)   (54,164)
Non-controlling interests result    (1,018)   (9,585)   (9,910)   (1,603)   (13,707)   (10,556)   (9,566)   (5,244)   (11,747)
Income before income tax    49,283    464,217    432,400    65,716    562,004    470,755    401,315    187,279    133,458 
Income tax    (15,950)   (150,234)   (151,294)   (23,279)   (199,084)   (97,765)   (75,110)   (43,686)   (40,749)
Net income for the fiscal period    33,333    313,983    281,106    42,437    362,920    372,990    326,205    143,593    92,709 
U.S. GAAP:                                             
Net income    N/A    N/A    N/A    34,000    290,767    382,896    N/A    N/A    N/A 

  

   Grupo Supervielle S.A.
   As of
September 30,
  As of
December 31,
   2015  2015  2014  2014  2014  2013  2012  2011  2010
   (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
Consolidated Balance Sheet Data                           
Argentine Banking GAAP:                           
Assets                                             
Cash and due from banks   US$408,266   Ps.3,845,540   Ps.3,029,749  US$426,694   Ps.3,649,084   Ps.2,662,592   Ps.2,177,218   Ps.1,230,373   Ps.1,017,203 
Government and corporate securities    124,234    1,170,181    1,353,944    117,877    1,008,080    483,990    229,777    336,989    426,148 
Loans:    1,956,134    18,425,216    13,508,367    1,706,803    14,596,580    11,292,289    7,374,673    6,287,984    4,421,273 
to the non-financial public sector    897    8,451    12,759    1,481    12,666    15,699    18,183    19,773    16,765 
to the financial sector    358    3,373    7,541    411    3,514    36,029    63,200    54,482    67,530 
To the non-financial private sector and foreign residents:                                             
Overdrafts    172,628    1,626,021    905,844    116,146    993,284    679,085    488,229    543,148    389,611 
Promissory Notes(3)    578,675    5,450,657    4,894,822    652,912    5,583,705    4,472,631    3,181,314    2,574,592    1,950,699 
Mortgage loans    5,862    55,215    70,287    8,133    69,554    83,660    36,247    53,197    41,000 
Automobile and other secured loans    12,822    120,770    167,268    19,715    168,603    225,901    219,948    197,501    86,122 
Personal loans    624,771    5,884,839    3,983,359    424,677    3,631,840    2,970,622    1,509,756    1,246,834    910,535 
Credit card loans    502,940    4,737,289    3,042,827    431,283    3,688,328    2,410,111    1,719,422    1,150,316    424,798 
Other    96,044    904,656    790,627    92,749    793,192    684,219    379,876    609,906    632,123 
Accrued Interest, adjustments and exchange rate differences receivable    38,362    361,342    289,136    41,843    357,844    257,689    155,074    120,478    64,130 
Documented interest    (20,523)   (193,306)   (240,504)   (33,630)   (287,605)   (200,345)   (110,365)   (114,939)   (59,582)
Other unapplied charges    (44)   (415)   (1,273)   (155)   (1,322)   (1,012)   (753)   (356)   (946)
Allowances    (56,658)   (533,676)   (414,326)   (48,763)   (417,023)   (342,000)   (285,458)   (166,948)   (101,512)
Other receivables from financial
transactions
   234,750    2,211,157    1,902,039    264,688    2,263,612    1,742,721    1,737,001    1,044, 621    694,614 
Receivables from financial leases    104,451    983,846    587,667    68,270    583,846    511,880    594,338    419,511    311,907 
Other assets    150,387    1,416,530    836,865    133,301    1,139,992    724,659    578,562    567,332    388,633 
Total assets    2,978,222    28,052,470    21,218,631    2,717,633    23,241,194    17,418,131    12,691,569(5)   9,886,810    7,259,778 
Average Assets(4)    2,722,613    25,644,837    19,237,782    2,346,354    20,066,019    14,645,841    11,139,240    8,711,384    6,176,566 
 Liabilities and shareholders’ equity                                             
Deposits:  US$2,192,483   Ps.20,651,447   Ps.15,159,100   US$1,975,296   Ps.16,892,730   Ps.12,819,178   Ps.9,301,705   Ps.7,238,467   Ps.5,631,210 
Non-financial public sector    99,124    933,669    1,784,716    168,558    1,441,506    1,018,547    701,964    834,098    872,191 
Financial sector    19,737    185,911    148,725    17,635    150,817    100,973    65,302    8,621    40,719 
Non-financial private sector and foreign residents    2,073,622    19,531,867    13,225,629    1,789,103    15,300,407    11,699,658    8,534,439    6,395,748    4,718,300 
Checking accounts    314,384    2,961,249    2,204,697    306,601    2,622,055    2,034,593    1,602,976    1,182,695    958,677 
Savings accounts    676,726    6,374,222    4,057,916    625,888    5,352,593    3,640,102    2,567,532    1,999,536    1,631,765 
Time deposits    978,274    9,214,559    6,337,588    777,714    6,651,006    5,426,409    3,978,430    2,832,558    1,953,893 
Investment accounts    31,665    298,261    101,850    8,858    75,750    144,100    40,655    171,260    29,300 
Other    72,573    683,576    523,608    70,042    599,003    454,454    344,846    209,699    144,665 
Other liabilities from financial transactions and other miscellaneous liabilities    565,133    5,323,103    4,382,489    536,334    4,586,728    3,204,585    2,370,379    1,949,509    1,132,536 
Non-controlling interests    6,830    64,336    51,870    6,402    54,750    41,960    31,395    21,784    18,046 
Total liabilities    2,764,446    26,038,886    19,593,459    2,518,032    21,534,208    16,065,723    11,703,479    9,209,760    6,781,792 
Average Liabilities(4)    2,509,397    23,636,515    17,683,758    2,159,077    18,464,430    14,433,187    10,279,628    8,141,024    5,772,242 
Shareholders’ equity    213,776    2,013,584    1,625,172    199,601    1,706,986    1,352,408    988,091    677,050    477,986 
Total liabilities and shareholders’ equity    2,978,222    28,052,470    21,218,631    2,717,633    23,241,194    17,418,131    12,691,569    9,886,810    7,259,778 
Average shareholders’ equity(4)    213,216    2,008,322    1,554,024    187,277    1,601,589    1,212,654    859,612    570,381    404,324 
U.S. GAAP:                                             
Total assets    N/A    N/A    N/A    3,059,713    26,166,663    19,531,312    N/A    N/A    N/A 
Total liabilities    N/A    N/A    N/A    2,888,817    24,705,166    18,323,770    N/A    N/A    N/A 
Total shareholders’ equity    N/A    N/A    N/A    170,895    1,461,497    1,207,542    N/A    N/A    N/A 

 

 

(1) Includes gains related to non-deliverable forward (“NDF”) hedging transactions, which totaled Ps. 4.7 million and Ps. 6.6 million as of September 30, 2015 and 2014, respectively, and Ps.0, Ps.86.9 million, Ps.3.4 million, Ps.0 and Ps.0 as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(2) Includes expenses related to NDF hedging transactions, which totaled Ps. 3.8 million and Ps. 7.2 million as of September 30, 2015 and 2014, respectively, and Ps.96.2, Ps.0, Ps.0, Ps.6.5 million and Ps. 17.8 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(3) Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans which totaled Ps.1.7 billion and Ps.1.1 billion as of September 30, 2015 and 2014, respectively, and Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million, Ps.479.9 million and Ps.234.1 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(4) Calculated on a daily basis.
(5) The increases in net income for the fiscal year and total assets from 2011 to 2012 reflect the acquisition of CCF.

 

21
 

  

   Grupo Supervielle S.A.
   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2012  2011  2010
Selected Consolidated Ratios:                     
Argentine Banking GAAP:                     
                      
Net interest margin(1)    18.6%   17.6%   17.4%   16.4%   17.3%   13.5%   13.1%
Fee income ratio(2)    38.8%   38.9%   40.4%   43.6%   42.6%   44.5%   46.2%
Efficiency ratio(3)    79.9%   77.1%   78.3%   74.1%   74.5%   81.0%   80.1%
Fee income as a percentage of administrative expense    47.1%   50.5%   51.5%   58.8%   57.3%   54.9%   57.7%
Return on average equity(4)    20.8%   24.1%   22.7%   30.8%   37.9%   25.2%   23.2%
Return on average assets(5)    1.6%   1.9%   1.8%   2.5%   2.9%   1.6%   1.5%
Basic earnings per share (in Pesos)(6)    2.53    2.29    2.92    3.00    2.61    1.22    0.84 
Diluted earnings per share (in Pesos)    2.53    2.29    2.92    3.00    2.61    1.12    0.82 
Basic earnings per share (in US$)    0.27    0.27    0.34    0.46    0.53    0.28    0.21 
Diluted earnings per share (in US$)    0.27    0.27    0.34    0.46    0.53    0.26    0.21 
Tangible equity ratio(7)    6.4%   6.8%   6.5%   6.7%   6.4%   5.1%   5.5%
                                    
Liquidity                                   
Loans as a percentage of total deposits(8)    98.6%   98.0%   94.9%   96.8%   89.8%   95.7%   86.6%
Loans as a percentage of total assets(8)    72.6%   70.0%   69.0%   71.2%   65.8%   70.0%   67.2%
Liquid assets as a percentage of total deposits(9)    24.3%   28.9%   27.6%   24.5%   25.9%   21.6%   25.5%
Extended liquid assets as a percentage of total deposits(10)    41.6%   48.8%   46.0%   48.2%   51.3%   47.1%   51.1%
                                    
Capital                                   
Total equity as a percentage of total assets    7.2%   7.7%   7.3%   7.8%   7.8%   6.8%   6.6%
Average equity as a percentage of average assets    7.8%   8.1%   8.0%   8.3%   7.7%   6.5%   6.5%
Total liabilities as a multiple of total shareholders’ equity    12.9    12.1    12.6    11.9    11.8    13.6    14.2 
Regulatory capital/credit risk weighted assets(11)    11.8%   13.2%   12.8%   12.9%   12.8%   11.2%   15.8%
Regulatory capital/ risk weighted assets(12)    8.5%   9.1%   8.9%   9.0%   N/A    N/A    N/A 
                                    
Asset Quality                                   
Non-performing loans as a percentage of total loans(13)    3.2%   3.3%   3.0%   3.0%   4.2%(14)   2.4%   1.9%
Allowances as a percentage of total loans    2.7%   2.9%   2.7%   2.9%   3.5%   2.5%   2.3%
Allowances as a percentage of non-performing loans(13)    86.1%   88.8%   88.9%   94.0%   84.7% (15)  107.7%   117.7%
                                    
Other Data                                   
Dividends paid to the common shares (Ps.million)    2.7    4.5    2.7    4.5    5.5    24.4    6.9 
Dividends paid to the preferred shares (Ps.million)    4.7    3.9    4.7    3.9    3.2         
Dividends per common share (Ps.)    0.02    0.04    0.02    0.04    0.04    0.20    0.06 
Dividends per preferred share (Ps.)    2.9    2.4    2.9    2.4    2.0         
Employees    4,714    4,576    4,579    4,570    4,584    4,407    3,423 
Branches and sales points    326    338    322    353    357    356    261 
ATMs and self-service terminals    650    627    632    588    532    398    288 

 

 

(1) Net interest income divided by average interest-earning assets.
(2) Net services fee income divided by the sum of gross financial margin and net services fee income.
(3) Administrative expenses divided by the sum of gross financial margin, services fee income and expenses and income from insurance activities.
(4) Net income divided by average shareholders’ equity, calculated on a daily basis and measured in local currency. Amounts for the nine-month periods ended September 30, 2015 and 2014 have been annualized by multiplying net income for the period by 4/3.
(5) Net income divided by average assets, calculated on a daily basis and measured in local currency. Amounts for the nine-month periods ended September 30, 2015 and 2014 have been annualized by multiplying net income for the period by 4/3.
(6) Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle’s outstanding shares, which were Ps. 122.9 million for September 30, 2015, Ps.122.9 million for September 30, 2014, Ps.122.9 million for December 31, 2014, Ps.122.9 million for December 31, 2013, Ps.123 million for December 31, 2012, Ps.117 million for December 31, 2011 and Ps.110.0 million for December 31, 2010.
(7) (Total equity - Intangible assets)/(Total assets - Intangible assets).
Intangible assets as of as of September 30, 2015, December 31, 2014, 2013, 2012, 2011 and 2010 amounted to Ps.225.7 million, Ps.216 million, Ps.197 million, Ps.191 million, Ps.181 million and Ps.80 million, respectively.
(8) Loans include loans, receivables from financial leases and other receivables from financial transactions covered by the Central Bank’s debtor classification regulations.
(9) Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).
(10) Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and as of September 30, 2015 and 2014 95.4% and 79.4%, respectively, and as of December 31, 2014, 2013, 2012, 2011 and 2010 77%, 87%, 91%, 88% and 84%, respectively, of our promissory notes loan portfolio (promissory notes excluding corporate unsecured loans) which has a final maturity of 90 days.
(11) Regulatory capital divided by credit risk weighted assets. Credit risk weighted assets are calculated applying the applicable risk weights to our assets following Central Bank regulations and do not include operational and market risk. This ratio applies only to the Bank and CCF on a consolidated basis.
(12) Regulatory capital divided by risk weighted assets taking into account operational and market risk since 2013. This ratio applies only to the Bank and CCF on a consolidated basis.
(13) Non-performing loans include all principal amounts of loans to borrowers classified as “3-with problems/medium risk,” “4-high risk of insolvency/high risk,” “5-uncollectible” and “6-uncollectible, classified as such under regulatory requirements” under the Central Bank loan classification system. See “Selected Statistical Information—Loans and Financings—Portfolio Classification.”
(14) The increase in non-performing loans as a percentage of total loans from 2011 to 2012 is mainly a result of the acquisition of CCF, which had a portfolio with a different risk profile than that of the Bank. Additionally, there was an increase in the Bank’s non-performing loans in 2012.
(15) The decrease in allowances as a percentage of non-performing loans from 2011 to 2012 is mainly a result of the acquisition of CCF, which provided for fewer allowances than the Bank and held a loan portfolio with a different risk profile than that of the Bank.

 

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RISK FACTORS

 

You should carefully consider the risks described below, as well as the other information in this prospectus before deciding to purchase any Class B shares or ADSs. Our business, results of operations, financial condition or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Class B shares and ADSs could decline and you could lose all or part of your investment. In general, investors take more risk when they invest in the securities of issuers in emerging markets such as Argentina than when they invest in the securities of issuers in the United States and other more developed markets. The risks described below are those known to us and that we currently believe may materially affect us.

 

Risks Relating To Argentina

 

Substantially all of our operations, property and customers are located in Argentina. As a result, the quality of our assets, our financial condition and the results of our operations are dependent upon the macroeconomic, regulatory, social and political conditions prevailing in Argentina from time to time. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.

 

Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.

 

The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as: inflation; price controls; foreign exchange controls; fluctuations in foreign currency exchange rates and interest rates; governmental policies regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement with economic activity; civil unrest and local security concerns. You should make your own investigation into Argentina’s economy and its prevailing conditions before making an investment in us.

 

During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations, introducing emergency measures and numerous changes in economic policies that affected utilities, financial institutions, and many other sectors of the economy. Argentina also suffered a significant real devaluation of the peso, which in turn caused numerous Argentine private sector debtors with foreign currency exposure to default on their outstanding debt. Following that crisis, Argentina substantially increased its real GDP, growing 9.2% in 2005, 8.4% in 2006 and 8.0% in 2007. During 2008 and 2009, however, the Argentine economy suffered a slowdown attributed to local and external factors, including an extended drought affecting agricultural activities, and the effects of the global economic crisis. Real GDP growth recovered in 2010 and 2011, with GDP increasing to 9.5% and 8.4%, respectively. However, GDP growth slowed to 0.8% in 2012 and then grew by 2.9% in 2013. In 2014, the INDEC, which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, reported 0.5% growth in real GDP. According to figures published by the INDEC, GDP for the first two quarters of 2015 increased 1.1% and 2.3%, respectively, compared to the same periods in 2014.

 

Argentina has confronted inflationary pressures since 2007, evidenced by significantly higher fuel, energy and food prices, among other indicators. According to inflation data published by the INDEC, from 2010 to 2014, the Argentine CPI as well as the WPI increased significantly. See “—If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

 

However, since 2007, the INDEC has experienced a process of institutional and methodological reforms that have given rise to controversy with respect to the reliability of the information that it produces including inflation, GDP and unemployment data. Reports published by the International Monetary Fund (“IMF”) state that their staff uses alternative measures of inflation for macroeconomic surveillance, including data produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC since 2007. The IMF has also censured Argentina for failing to make sufficient progress, as required under the Articles of Agreement of the IMF, in adopting remedial measures to address the quality of official data, including inflation and GDP data. In February 2014, the INDEC released a new inflation index, known as National Urban Consumer Price Index (“Indice de Precios al Consumidor Nacional Urbano”) that measures prices on goods across the country and replaces the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the new methodology brought inflation statistics closer to those estimated by private sources, there are still differences between official inflation data and private estimates.

 

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Presidential and Congressional elections in Argentina took place on October 25, 2015, and a runoff election (ballotage) between the two leading Presidential candidates was held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The new government assumed office on December 10, 2015 and, although the Presidential candidates announced during their campaigns several of the measures they would seek to implement upon taking office, there is uncertainty as to which measures will be actually taken by the new government and when. It is also too early to predict the impact such measures will have on the Argentine economy as a whole and the financial sector in particular. In addition, political parties opposed to the new government retained a majority of the seats in the Argentine Congress in the recent elections, which will require the new government to seek political support from the opposition for its economic proposals and creates further uncertainty in the ability of the new government to pass these or other measures. Political uncertainty in Argentina relating to the measures to be taken by the new government in respect of the Argentine economy could lead to volatility in the market prices of securities of Argentine companies, including in particular companies in the financial sector, such as ours, given the high degree of regulatory oversight and involvement in this sector.

 

Inflation, any decline in GDP and/or other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our financial condition or results of operations.

 

Argentina’s economy has undergone a significant slowdown, and any further decline in Argentina’s rate of economic growth could adversely affect our business, financial condition and results of operations.

 

After recovering significantly from the 2001-2002 crisis, the pace of growth of Argentina’s economy diminished, suggesting uncertainty as to whether the growth experienced between 2003 and 2011 was sustainable. Economic growth was initially fueled by a significant devaluation of the Peso, the availability of excess production capacity resulting from a long period of deep recession and high commodity prices. In spite of the growth following the 2001-2002 crisis, the economy has suffered a sustained erosion of direct investment and capital investment. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied by inflationary pressures, depreciation of the Peso and a drop in consumer and investor confidence.

 

Economic conditions in Argentina from 2012 to 2015 have included increased inflation, continued demand for wage increases, a rising fiscal deficit and limitations on Argentina’s ability to service its restructured debt in accordance with its terms due to its ongoing litigation with holdout creditors. In addition, beginning in the second half of 2011, an increase in local demand for foreign currency caused the Argentine government to strengthen its foreign exchange controls. During 2013, 2014 and the nine-month period ended September 30, 2015, foreign exchange restrictions have tightened and the government has imposed price controls on certain goods to control inflation.

 

A decline in international demand for Argentine products, a lack of stability and competitiveness of the Peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, a higher rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy, which could lead to reduced demand for our services and adversely affect our business, financial condition and results of operations.

 

If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.

 

Argentina has confronted inflationary pressures since 2007. According to INDEC data, the CPI grew 10.9% in 2010, 9.5% in 2011, 10.8% in 2012, 10.9% in 2013, 23.9% in 2014 and 10.7% in the nine-month period ended September 30, 2015. The WPI increased 14.6% in 2010, 12.7% in 2011, 13.1% in 2012, 14.8% in 2013, 28.3% in 2014 and 9.6% in the nine-month period ended September 30, 2015. In the past, inflation has materially undermined the Argentine economy and the government’s ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same may materially and adversely affect the business volume of the financial system and prevent the growth of intermediation activity levels. This result, in turn, could adversely affect the level of economic activity and employment.

 

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A high inflation rate also affects Argentina’s competitiveness abroad, real salaries, employment, consumption and interest rates. A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could lead to shortened contractual terms and affect the ability to plan and make decisions. This may have a negative impact on economic activity and on the income of consumers and their purchasing power, all of which could materially and adversely affect our financial position, results of operations and business.

 

In addition to the above, the accuracy of the measurements of the INDEC is in doubt, and both the previous and current actual consumer and wholesale price indices may be significantly higher than those indicated by INDEC. See “—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.”

 

While controversy remains as to the reliability of the official data, since 2007 inflation in Argentina has contributed to a material increase in our costs of operation, in particular labor costs, and negatively impacted our results of operations and financial condition.

 

Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See “—Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.”

 

A lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved holdouts litigation, may negatively impact our financial condition or cash flows.

 

Due to market forces, government regulation or the unresolved holdouts litigation, among other reasons, the prospects for Argentine companies of accessing financial markets might be limited in terms of the amount of financing available, and the conditions and cost of such financing.

 

In 2005, Argentina successfully completed the restructuring of a substantial portion of its bond indebtedness and settled all of its debt with the IMF. Additionally, in June 2010, Argentina completed the renegotiation of approximately 70% of defaulted bonds that were not swapped in 2005. As a result of the 2005 and 2010 debt swaps, over 91% of Argentina’s bond indebtedness on which Argentina defaulted in 2002 has now been restructured.

 

Certain bondholders did not participate in the restructuring and instead sued Argentina for payment (“Holdout Bondholders”). In late October 2012, the United States Court of Appeals for the Second Circuit rejected an appeal by Argentina concerning payments allegedly due on bonds that had not been the subject of the swaps in 2005 and 2010. On November 21, 2012, the United States District Court for the Southern District of New York ordered Argentina to make a deposit of US$1.33 billion for payment to the Holdout Bondholders. Argentina appealed the District Court’s November 21 order to the Second Circuit Court of Appeals, which granted Argentina’s request for a stay of the order. On March 19, 2013, Argentina submitted to the Second Circuit a proposed payment plan for Holdout Bondholders. That proposal was rejected by the plaintiff Holdout Bondholders on April 19, 2013. On August 30, 2013, the Second Circuit Court of Appeals affirmed the District Court’s November 21, 2012 order, but stayed its decision pending an appeal to the Supreme Court of the United States.

 

On September 3, 2013, the District Court granted plaintiff Holdout Bondholders’ requests for discovery from Argentina and certain financial institutions concerning, among other things, Argentina’s assets. In January of 2014, the U.S. Supreme Court agreed to hear the appeal filed by Argentina regarding the extent of discovery permitted concerning its assets, but eventually ruled on June 16, 2014 that the District Court had the authority to allow creditors of Argentine debt to seek discovery about all of Argentina’s assets worldwide. On August 13, 2015, the District Court issued an order stating that Argentina failed to comply with the discovery order as it relates to the assets of Argentina and held that any property of Argentina in the United States except diplomatic or military property is deemed to be used for commercial activity. As of the date of this prospectus, the District Court is considering plaintiffs’ motions claiming that Argentina waived its privileges and must turn over certain additional information in the discovery process.

  

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Additionally, on June 16, 2014, the U.S. Supreme Court denied Argentina’s appeal for certiorari of the Second Circuit Court of Appeals’ ruling affirming the District Court judgment, which held that Argentina had violated the pari passu clause with respect to the bondholders that had not participated in the sovereign debt swaps in 2005 and 2010, and as a consequence was required pursuant to the judge’s ruling to pay 100% of the amounts due to the plaintiffs together with the payment of the amounts due on the next maturity date to bondholders who had participated in the debt swaps (ratable payment). With the appeals of the District Court’s order exhausted, the Second Circuit Court of Appeals on June 18, 2014 lifted its stay of that order. On June 23, 2014, Argentina requested that Judge Griesa of the District Court issue a new stay to allow for a reasonable period of negotiations to settle the dispute with the plaintiffs.

 

On June 26, 2014, Argentina proceeded to deposit the amount applicable to the payment of service of principal and interest that matured on June 30, 2014 due to holders of restructured bonds under foreign law who had voluntarily agreed to the debt swaps during the period 2005-2010, which was equivalent to US$832 million, of which US$539 million was deposited in accounts of The Bank of New York Mellon (“BONY”), as trustee, in the Central Bank of Argentina. On that same date, Judge Griesa rejected the request for a stay made by Argentina on June 23, 2014.

 

On June 27, 2014, in a hearing in the District Court, Judge Griesa ruled that the aforementioned funds should not be delivered to the holders of restructured debt in the absence of a prior agreement with the Holdout Bondholders. As of the date hereof, the parties have not arrived at an agreement and BONY has invoked the decision of the District Court judge to not deliver the funds deposited by Argentina to the holders of restructured bonds under foreign law. Argentina has asserted that it has complied with its obligation to the holders of the restructured bonds by making said deposit, and that BONY, as indenture trustee, has the obligation to deliver those funds to their beneficiaries.

 

Mandated negotiations between Argentina and the litigating bondholders ended on July 30, 2014 without reaching an agreement, which resulted in payment on a portion of Argentina’s sovereign debt being prevented, upon which Standard & Poor’s cut its credit rating on Argentina’s foreign currency sovereign debt to “selective default.”

 

On September 11, 2014, Argentina promulgated Law No. 26,984 concerning sovereign payment, which provides for various mechanisms to pay 100% of the outstanding creditors under the terms of the 2005 and 2010 debt swaps, authorizing for that purpose, among other things, the Minister of Economy and Public Finance to replace BONY as the indenture trustee with Nación Fideicomisos S.A. and to provide for a voluntary exchange of the outstanding bonds for new bonds that would have identical financial terms but be governed by Argentine law and subject to Argentine jurisdiction.

 

On September 29, 2014, the District Court judge declared Argentina in contempt of court but did not impose sanctions on the country. On October 3, 2014, the District Court judge ordered Argentina to repair its relations with BONY, remove Nación Fideicomisos as indenture trustee for the restructured debt and resolve the situation with the Holdout Bondholder plaintiffs. On October 22, 2014, the Second Circuit Court of Appeals dismissed for lack of jurisdiction Argentina’s appeal with respect to the freezing of the funds deposited with BONY.

 

On October 28, 2014, the District Court judge rejected a motion to attach the funds deposited by Argentina and frozen at BONY.

 

On May 11, 2015, the plaintiffs that obtained pari passu injunctions asked the U.S. district court to amend their complaints to include claims alleging that Argentina’s issuance and servicing of its 2024 dollar-denominated bonds, and its external indebtedness in general, would violate the pari passu clause.

 

On June 5, 2015, the Second Circuit granted partial summary judgment to a group of “me-too” plaintiffs in 36 separate lawsuits, finding that, consistent with the previous ruling of such court, Argentina violated a pari passu clause in bonds issued to the “me-too” bondholders. The decision obligates Argentina to pay the plaintiffs $5.4 billion before it can make payments on restructured debt. On October 30, 2015, the District Court ordered that Argentina specifically perform its payment obligations to the plaintiffs any time it makes, or attempts to make, payments on the bonds. Argentina appealed the decision on November 10, 2015.

 

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At the request of Citibank, as trustee and agent, on three occasions, the District Court judge has authorized the payment of U.S. dollar-denominated bonds under Argentine law to the extent that payments have become due, deferring a definitive decision on this question. However, the District Court judge, on March 12, 2015, entered an order in which he finally determined that the Argentine Law Bonds constitute external indebtedness, rank equally (pari passu) with the bonds issued under the 1994 FAA, and, therefore, are covered by the amended injunction dated November 21, 2012.

 

After the pari passu injunction became effective, litigation continued regarding Argentina’s efforts to make payments to exchange bondholders. These payments have been made, however the chain of payments has been interrupted as a consequence of judicial orders, and various exchange bondholders have sought release of such funds through litigation before the District Court and in various jurisdictions. As of the date hereof, litigation initiated by the Holdout Bondholders seeking payments from Argentina continues in the U.S. and in courts in other jurisdictions. The consequences of potentially inconsistent rulings from different courts are unclear.

 

The actions initiated by the Holdout Bondholders against Argentina could result in attachments or preliminary injunctions of assets belonging to, or alleged to belong to Argentina.

 

Although Argentina settled all of its outstanding debt with the IMF in 2006 and reached an agreement with Paris Club in 2014, the default with some of its foreign creditor described above, the global economic crisis that started in the fourth quarter of 2008, the resulting international stock market crash and the insolvency of major financial institutions toward the end of 2008, have generally limited the ability of Argentine companies to access international financial markets as they had in the past or made such access significantly more costly for Argentine issuers. Between June 2009 and 2011, a greater number of Argentine companies gained access to the international capital markets, albeit on more onerous terms than other competitors in the region, but since 2012, with few exceptions, Argentine companies have had little access to such markets. See “—Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.”

 

Argentina’s default, its ongoing litigation with holdout creditors, the declaration of contempt, as well as the economic policy measures adopted by the Argentine government, may continue to prevent Argentine companies such as us from accessing the international capital markets or make the terms of any such transactions less favorable than those provided to companies in other countries in the region, potentially impacting our financial condition. This applies to new issuances as well as refinancings of maturing obligations. Without access to international private financing, Argentina may not be able to finance its obligations, and financing from multilateral financial institutions may be limited or not available. Without access to direct foreign investment, the government may not have sufficient financial resources to foster economic growth and our business could be materially and adversely affected.

 

Fluctuations in the value of the peso could adversely affect the Argentine economy, and consequently our results of operations or financial condition.

 

Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations. Since January 2002, the peso has fluctuated significantly in value. The devaluation of the Peso in real terms in 2002 had a negative impact on the ability of certain Argentine businesses to honor their foreign currency-denominated debt, and also led to very high inflation initially and significantly reduced real wages. The devaluation has also negatively impacted businesses whose success is dependent on domestic market demand, and adversely affected the Argentine government’s ability to honor its foreign debt obligations. If the peso devalues significantly in real terms, all of the negative effects on the Argentine economy related to such devaluation could also have adverse consequences for our business. A substantial increase in the value of the peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the country’s current account balance and the balance of payments. After several years of moderate variations in the nominal exchange rate, in 2012 the peso lost approximately 14.4% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the peso with respect to the U.S. dollar that exceeded 32.5% in 2013 and 31.2% in 2014, including a loss of approximately 24% in January 2014, and a loss of 10.1% in the nine-month period ended September 30, 2015. As of September 30, 2015, the Bank’s consolidated total net asset foreign currency position subject to foreign currency risk was Ps.438.9 million, and this position generated a value at risk of Ps.16.0 million as of such date. We are unable to predict the future value of the peso against the U.S. dollar. In addition, the Argentine government has also adopted numerous measures to control directly or indirectly foreign trade and the foreign exchange market. Since 2011, the Argentine government has adopted increasingly stringent exchange controls such as requiring an authorization of tax authorities to access the foreign currency exchange market. Exchange control regulations may prevent or limit us from offsetting the risk derived from our exposure to the U.S. dollar and, accordingly, we cannot predict the impact of these changes on our financial condition and results of operations.

 

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Exchange controls and restrictions on transfers abroad and capital inflow restrictions have limited, and may continue to limit, the availability of international credit and could threaten the financial system, which may adversely affect the Argentine economy and, as a result, our business.

 

In 2001 and 2002, Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad. After 2002, these restrictions, including those requiring the Central Bank’s prior authorization for the transfer of funds abroad to pay principal and interest on debt obligations, were substantially eased through 2007. In addition to the foreign exchange restrictions applicable to outflows, in June 2005 the Argentine government adopted various rules and regulations that established new restrictive controls on capital inflows into the country, including a requirement that, for certain funds remitted into Argentina, an amount equal to 30.0% of the funds must be deposited into an account with a local financial institution as a U.S. dollar deposit for a one-year period without any accrual of interest, benefit or other use as collateral for any transaction.

 

In addition, since the last quarter of 2011, however, the Argentine government has increased controls on the sale of foreign currency and the acquisition of foreign assets by local residents, limiting the possibility of transferring funds abroad. For example, the Argentine Central Bank adopted regulations that (i) shortened the period for a borrower to convert foreign currency-denominated indebtedness into Pesos, (ii) shortened a borrower’s window of access to the local foreign exchange market in connection with a prepayment of scheduled interest payments in respect of foreign currency-denominated indebtedness and (iii) severely restricted the ability of local residents to access the local exchange market for the acquisition of foreign currency. Furthermore, new regulations have been issued since 2012 pursuant to which certain foreign exchange transactions are subject to prior approval by Argentine tax authorities. Through a combination of foreign exchange and tax regulations, the Argentine authorities have significantly curtailed access to the foreign exchange market by individuals and private-sector entities. Furthermore, during the last few years the Central Bank has been exercising a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods, by means of regulating the amount of foreign currency available to financial institutions to conduct such transactions.

 

Since the enhancement of the exchange controls, it has been widely reported that the Peso/U.S. Dollar exchange rate in the unofficial market substantially differs from the official Peso/U.S. Dollar exchange rate. See “Exchange Controls.” Additionally, the level of international reserves deposited with the Central Bank significantly decreased from US$47.4 billion as of November 1, 2011 to US$33.3 billion as of September 30, 2015, resulting in a reduced capacity of the Argentine government to intervene in the foreign exchange market and to provide access to such markets to private sector entities like us.

 

The Argentine government could impose further exchange controls, transfer restrictions or restrictions on the movement of capital and/or take other measures in response to capital flight or a significant depreciation of the Peso, which could limit our ability to access the international capital markets. Such measures could lead to renewed political and social tensions and undermine the Argentine government’s public finances, which could adversely affect Argentina’s economy and prospects for economic growth, which, in turn, could adversely affect our business and results of operations and the market value of our shares and ADSs. As of the date of this prospectus, we are not obliged to settle proceeds received from capitalizations abroad through the MULC; however, the Argentine government may require Argentine companies to repatriate such proceeds through the MULC, or make any other legislative, judicial, or administrative changes or interpretations of foreign currency activities, any of which could have a material adverse effect on our business, results of operations and financial condition. In addition, although the transfer of funds abroad by local companies to pay annual dividends only to foreign shareholders based on approved and fully audited financial statements does not require formal approval by the Argentine Central Bank, the recent decrease in availability of U.S. dollars in Argentina has led the Argentine government to impose informal restrictions on certain local companies and individuals for purchasing foreign currency. These restrictions on foreign currency purchases started in October 2011 and tightened during 2012, 2013, 2014 and the nine-month period ended September 30, 2015. Informal restrictions may consist of de facto measures restricting local residents and companies from purchasing foreign currency through the MULC to make payments abroad, such as dividends, capital reductions, and payment for importation of goods and services. For example, local banks may request, even when not expressly required by any regulation, the prior opinion of the Argentine Central Bank before executing any specific foreign exchange transaction.

 

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In addition, the Argentine government or the Central Bank may reinstate certain restrictions on the transfers of funds abroad, impairing our ability to make dividend payments to holders of the ADSs, which may adversely affect the market value of our ADSs. As of the date of this prospectus, however, the transfer of funds abroad to pay dividends is permitted to the extent such dividend payments are made in connection with audited financial statements approved by a shareholders’ meeting of the Company.

 

The exchange rate used for financial reporting may not reflect our economic reality.

 

An official exchange rate exists in Argentina that is lower than the unofficial exchange rate. The official exchange rate between Pesos and Dollars, which is published by the Argentine Central Bank, was used for converting the amounts reflected in the financial statements of Grupo Supervielle contained herein. As this official exchange rate is lower than the unofficial exchange rate that exists in Argentina, the amounts contained in this prospectus may not accurately reflect Grupo Supervielle’s economic reality, which could affect Grupo Supervielle’s purchasing power in Dollars and its capacity to meet its obligations denominated in Dollars which, in turn, could have a material adverse effect on the trading prices for Grupo Supervielle’s ADSs.

 

The Argentine economy can be adversely affected by economic developments in other markets and by more general “contagion” effects, which could have a material adverse effect on Argentina’s economic growth.

 

Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth. In 2014, there were declines in exports of 27% with Chile, 18% with China, 14% with MERCOSUR (Brazil) and 10% with NAFTA (USA and Canada), each as compared to 2013. Declining demand for Argentine exports could have a material adverse effect on Argentina’s economic growth.

 

In addition, financial and securities markets in Argentina have been influenced by economic and market conditions in other markets worldwide. Although economic conditions vary from country to country, investors’ perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into, and investments in securities from issuers in, other countries, including Argentina. International investors’ reactions to events occurring in one market sometimes demonstrate a “contagion” effect in which an entire region or class of investment is disfavored by international investors, Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have an adverse effect on our financial condition and results of operations.

 

The Argentine financial system and securities markets could be adversely affected by events in developed countries’ economies or events in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our business, financial condition and results of operations.

 

Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase companies’ operating costs.

 

In the past, the Argentine government has passed laws and regulations forcing privately owned companies to maintain certain wage levels and provide added benefits for their employees. Additionally, both public and private employers have been subject to strong pressure from their workforce or the trade unions representing them to grant salary increases and certain worker benefits.

 

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Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups together companies according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking activity, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees’ trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

 

In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increase or variable compensation scheme.

 

Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding significant wage increases. In August 2012, the Argentine government established a 25% increase in minimum monthly salary to Ps.2,875, effective as of February 2013. The Argentine government increased the minimum salary to Ps.3,300 in August 2013, to Ps.3,600 in January 2014, to Ps.4,400 in September 2014 and to Ps.5,588 in August 2015. It further decreed an increase of the maximum salary applicable in January 2016 to Ps.6,060. Due to high levels of inflation, employers in both the public and private sectors are experiencing significant pressure from unions and their employees to further increase salaries. During the first months of 2015, various unions have agreed with employers’ associations on salary increases over 25%, although many unions are still negotiating salary increases around 30%.

 

In the future, the government could take new measures requiring salary increases or additional benefits for workers, and the labor force and labor unions may apply pressure for such measures. Any such increase in wage or worker benefit could result in added costs and reduced results operations for Argentine companies, including us.

 

Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.

 

During recent years, the Argentine government has increased its direct intervention in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.

 

In 2008, the Argentine government absorbed and replaced the former private pension system for a public “pay as you go” pension system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía de Sustentabilidad, or the “FGS”) to be administered by the National Social Security Administration (Administración Nacional de la Seguridad Social, or the “ANSES”). The dissolution of the private pension funds and the transfer of their financial assets to the FGS have had important repercussions on the financing of private sector companies. Debt and equity instruments which previously could be placed with pension fund administrators are now entirely subject to the discretion of the ANSES. Since acquiring equity interests in privately owned companies through the process of replacing the pension system, the ANSES is entitled to designate government representatives to the boards of directors of those entities. Pursuant to Decree No. 1,278/12, issued by the Executive Branch on July 25, 2012, the ANSES’s representatives must report directly to the Ministry of Economy and are subject to a mandatory information-sharing regime, under which, among other obligations, they must immediately inform the Ministry of Economy of the agenda for each board of directors’ meeting and provide related documentation.

 

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In April 2012, the Argentine government decreed the removal of directors and senior officers of YPF S.A. (“YPF”), the country’s largest oil and gas company, which was controlled by the Spanish group Repsol, and submitted a bill to the Argentine Congress to expropriate shares held by Repsol representing 51% of the shares of YPF. The Argentine Congress approved the bill in May 2012 through the passage of Law No. 26,741, which declared the production, industrialization, transportation and marketing of hydrocarbons to be activities of public interest and fundamental policies of Argentina, and empowered the Argentine government to adopt any measures necessary to achieve self-sufficiency in hydrocarbon supply. In February 2014, the Argentine government and Repsol announced that they had reached an agreement on the terms of the compensation payable to Repsol for the expropriation of the YPF shares. Such compensation totaled US$5 billion payable by delivery of Argentine sovereign bonds with various maturities. The agreement, which was ratified by Law No. 26,932, settled the claim filed by Repsol with the ICSID.

 

Law No. 26,991 (the “Supply Law”) became effective on September 28, 2014. The Supply Law applies to all economic processes linked to goods, facilities and services which, either directly or indirectly, satisfy basic needs of the population (“Basic Needs Goods”) and grants broad delegations of powers to its enforcing agency to become involved in such processes. It also empowers the enforcing agency to order the sale, production, distribution and/or delivery of Basic Needs Goods throughout the country in case of a shortage of supply.

 

In February 2015, the Argentine government sent a bill to Congress in order to revoke certain train concessions, return the national rail network to state control and provide powers to review all concessions currently in force. The bill was enacted on May 20, 2015 as Law No. 27,132.

 

In addition, on August 24, 2015 the Argentine government sent a bill to Congress, which proposes to limit the sale of the Argentine government’s shares in Argentine companies without prior approval of two-thirds of the members of Congress, with the exception of the Argentine government’s shares in YPF. In September 2015, the Argentine government, through Resolution No. 646/2015 issued by the CNV, modified the valuation criteria applicable to securities traded outside of Argentina that comprise asset management portfolios. The resolution established that such securities must be valued at the currency in which they were issued to the extent such currency is the currency in which payments are made. The purchaser exchange rate applicable to financial transfers set by Banco de la Nación Argentina must be used to make such valuation. Resolution No. 646/2015 led to an accounting change in the valuation of mutual funds.

 

Actions taken by the Argentine government concerning the economy, including decisions with respect to interest rates, taxes, price controls, salary increases, provision of additional employee benefits foreign exchange controls and potential changes in the foreign exchange market, have had and could continue to have a material adverse effect on Argentina’s economic growth and in turn affect our financial condition and results of operations. Moreover, any additional Argentine government policies established to preempt, or in response to, social unrest could adversely and materially affect the economy, and therefore our business. It is widely reported by private economists that expropriations, price controls, exchange controls and other direct involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to the international capital markets and Argentina’s commercial and diplomatic relations with other countries. The level of government intervention in the economy may continue or increase, which may adversely affect Argentina’s economy and, in turn, our business, results of operations and financial condition.

 

High public expenditure could result in long lasting adverse consequences for the Argentine economy.

 

During the last few years, the Argentine government has substantially increased public expenditure. In 2014, public sector expenditure increased by 43% year over year and the government reported a primary fiscal deficit equal to 0.9% of GDP according to the Argentine Ministry of Economy. During recent years, the Argentine government has resorted to the Central Bank and to the ANSES to source part of its funding requirements.

 

In light of increasingly tight public finances, the Argentine government adopted certain measures to finance its public expenditures such as revising its subsidy policies (particularly those related to energy, electricity and gas, water and public transportation) and implementing an expansionary monetary policy. These policies have led to high inflation and, therefore, could adversely affect consumer purchasing power and economic activity.

 

The government could seek to finance its deficit by increasing the exposure of local financial institutions to the public sector. In that case, our liquidity and assets quality could be affected, and as a consequence, impact negatively on clients’ confidence.

 

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A continuing decline in international prices for Argentina’s main commodity exports could have an adverse effect on Argentina’s economic growth.

 

Argentina’s financial recovery from the 2001-2002 crisis occurred in a context of price increases for Argentina’s commodity exports, such as soy. High commodity prices contributed to the increase in Argentine exports since the third quarter of 2002 and to high government tax revenues from export withholdings. However, the reliance on the export of certain commodities has caused the Argentine economy to be more vulnerable to fluctuations in their prices. Since the beginning of 2015, international commodity prices for Argentina’s primary commodity exports have declined, which has had an adverse effect on Argentina’s economic growth.

 

A continuing decline in the international prices for Argentina’s main commodity exports could have a negative impact on the levels of government revenues and the government’s ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government’s reaction. Either of these results would adversely impact Argentina’s economy and, therefore, our business, results of operations and financial condition.

 

Risks Relating to the Argentine Financial System

 

The stability of the Argentine financial system depends upon the ability of financial institutions, including the Bank, to retain the confidence of depositors.

 

The measures implemented by the Argentine government in late 2001 and early 2002, in particular the restrictions imposed on depositors to withdraw money freely from banks and the pesification and restructuring of their deposits, resulted in losses for many depositors and undermined their confidence in the Argentine financial system.

 

Although the financial system has seen a recovery in the amount of deposits since then, this trend may not continue and the deposit base of the Argentine financial system, including the deposit base of our main subsidiary, the Bank, could be negatively affected in the future by adverse economic, social and political events.

 

If, in the future, depositor confidence weakens and the deposit base contracts, such loss of confidence and contraction of deposits will have a substantial negative impact on the ability of financial institutions, including the Bank, to operate as financial intermediaries. If the Bank is not able to act as a financial intermediary and otherwise conduct its business as usual, the results of its operations could be adversely affected or limited, affecting its ability to distribute dividends to us, which in turn could affect our results of operations and financial condition.

 

The growth and profitability of Argentina’s financial system partially depend on the development of long-term funding.

 

As a result of the 2008 global economic downturn, the banking industry in Argentina suffered a significant slowdown. This trend was reversed by the end of 2009, and the Argentine financial system grew significantly. Loans to the private sector grew by approximately 31.5% in 2012, 30.8% in 2013 and 20.3% in 2014 for the financial system as a whole. In spite of the recovery of credit activity, the long-term private sector loans market (pledge loans and mortgage loans) did not grow at the same pace and grew only 7% in 2014, according to the Central Bank.

 

Since most term deposits (more than 95%) are short-term deposits with a term of less than three months, a substantial portion of the loans have the same maturity, and there is a small portion of long-term credit lines.

 

The uncertainty about the level of inflation in the future is a principal obstacle preventing a faster recovery of Argentina’s private sector long-term lending. This uncertainty has had, and may continue to have, a significant impact on both the supply of, and demand for, long-term loans as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates.

 

If longer-term financial intermediation activity does not grow, the ability of financial institutions, including us, to generate profits will be negatively affected.

 

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Increased competition and consolidation in the banking and financial industry could adversely affect our operations.

 

We expect competition in the banking and financial sector to continue to increase. If, as a result of the consolidation process in the industry, stronger and larger banks that may have more resources than us are created, this could reduce prices and margins and the volume of operations and our market share. Therefore, our results of operations and those of our subsidiaries could be adversely affected.

 

Enforcement of creditors’ rights in Argentina may be limited, costly and lengthy.

 

In order to protect debtors affected by the economic crisis in 2001-2002, the Argentine government adopted measures in the beginning of 2002 that suspended proceedings to enforce creditors’ rights upon debtor default, including mortgage foreclosures and bankruptcy petitions.

 

Although such measures have been rescinded, in the future they could be reinstated, or the government could take other measures that limit creditors’ rights. Any such measures limiting the ability of creditors, including us, to bring legal actions to recover unpaid loans or restricting creditors’ rights generally could have a material adverse effect on the financial system and on our business.

 

The Consumer Protection Law and the Credit Card Law may limit some of the rights afforded to us and our subsidiaries.

 

Argentine Consumer Protection Law No. 24,240, as supplemented or amended (the “Consumer Protection Law”) establishes a number of rules and principles for the protection of consumers. Although the Consumer Protection Law does not contain specific provisions for its enforcement in relation to financial activities, it does contain general provisions that might be used as grounds to uphold such enforcement, as it has been previously interpreted in various legal precedents. Moreover, the new Argentine Civil and Commercial Code has captured the principles of the Consumer Protection Law and established their application to banking agreements.

 

The application of both the Consumer Protection Law and the Credit Card Law by administrative authorities and courts at the federal, provincial and municipal levels has increased. Moreover, administrative and judicial authorities have issued various rules and regulations aimed at strengthening consumer protection. In this context, the Central Bank issued Communication “A” 5460, as supplemented and amended, granting broad protection to financial services customers, limiting fees and charges that financial institutions may validly collect from their clients. In addition, the Argentine Supreme Court of Justice issued the Acordada 32/2014, creating the Public Registry of Collective Proceedings for the purpose of registering collective proceedings (such as class actions) filed with national and federal courts. In the event that we or our subsidiaries are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of our rights or our subsidiaries’ rights. For example, reducing our or their ability to collect payments due from services and financing provided us and adversely affect our or their financial results of operations.

 

On September 18, 2014, a new pre-judicial service of dispute resolution was created by Law No. 26,993, in order for consumers and providers to resolve any dispute within the course of 30 days, including fines for companies that do not attend to the hearings.

 

Furthermore, the rules that govern the credit card business provide for variable caps on the interest rates that financial entities may charge clients and the fees that they may charge merchants. Moreover, general legal provisions exist pursuant to which courts could decrease the interest rates and fees agreed upon by the parties on the grounds that they are excessively high. A change in applicable law or the existence of court decisions that lower the cap on interest rates and fees that clients and merchants may be charged would reduce the Bank’s and CCF’s revenues and therefore negatively affect our consolidated results.

 

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Class actions against financial institutions for an indeterminate amount may adversely affect the profitability of the financial system and of the Bank, specifically.

 

Certain public and private organizations have initiated class actions against financial institutions in Argentina, including the Bank. See “Business—Legal Proceedings.” The Argentine National Constitution and the Consumer Protection Law contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, Argentine courts have admitted class actions in certain cases, including various lawsuits against financial entities related to “collective interests” such as alleged overcharging on products, interest rates and advice in the sale of public securities. Recently, some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry and on our business.

 

In the future, court and administrative decisions may increase the degree of protection afforded to our debtors and other customers, or be favorable to the claims brought by consumer groups or associations. This could affect the ability of financial institutions, including us, to freely determine charges, fees or expenses for their services and products, therefore affecting their business and results of operations.

 

We operate in a highly regulated environment, and our operations are subject to regulations adopted, and measures taken, by several regulatory agencies.

 

Financial institutions are subject to significant regulation relating to functions that historically have been determined by the Central Bank and other regulatory authorities. The Central Bank may penalize our main subsidiary, the Bank, as well as our subsidiary CCF, in case of any breach of applicable regulations. Similarly, the CNV, which authorizes our securities offerings and regulates the public markets in Argentina, has the authority to impose sanctions on us and our Board of Directors for breaches of corporate governance. In addition, pursuant to Law No. 26,831, the CNV may appoint supervisors with veto powers over resolutions of our Board of Directors and may temporarily remove our Board of Directors, when, as determined by the CNV, minority shareholders’ or bondholders’ interests or rights have been infringed upon. The Financial Information Unit (Unidad de Información Financiera or “UIF”) regulates matters relating to anti-money laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions. Any such regulatory agencies could initiate proceedings against us, our shareholders or directors and, accordingly, impose sanctions on us or any of our subsidiaries.

 

In addition to regulations specific to our industry, we are subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls.

 

Specifically, a series of new regulations have been enacted since the beginning of 2012, incorporating new requirements and restrictions for financial institutions including: (i) mandatory credit lines for productive purposes, with a maximum interest rate established by regulation; (ii) rules limiting the reference interest rate for personal loans and car loans granted to retail customers that are not considered a micro, small or medium size company; (iii) a prior authorization requirement with respect to the introduction of new fees for new products and/or services offered and to increase existing fees; (iv) rules limiting minimum rates applicable to term deposits made by individuals; (v) rules limiting the ability of financial institutions to receive remuneration or profits from any insurance product that customers are obligated to purchase as a condition for accessing financial services; and (vi) rules that reduce the global net position in foreign currency and the overall and term foreign exchange position of financial institutions and limit the permitted open positions for net future transactions at Mercado Abierto Electrónico S.A. (OCT - MAE) with the Central Bank, among others. See “Argentine Banking Regulations—Interest Rate and Fee Regulations.”

 

In 2012 the Central Bank increased the capital requirements for financial institutions following the Basel II standard. See “Argentine Banking Regulations—Minimum Capital Requirements.”

 

In addition, the Central Bank imposed new restrictions on the distribution of dividends by financial institutions, requiring that the capital remaining after the distribution of dividends must be sufficient to meet the regulatory capital requirement increased by 75%. This requirement has prevented the distribution of dividends by the Bank since its adoption. See “Argentine Banking Regulations—Requirements Applicable to Dividend Distribution.”

 

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The Central Bank has also imposed restrictions on the global net position in foreign currency of financial institutions, which has been tightened several times, to prevent the Central Bank’s foreign currency reserves from further decreasing. Currently, the net global foreign currency position may not exceed 10% of the financial institutions’ RPC (as defined below). See “Argentine Banking Regulations—Foreign Currency Net Global Position.”

 

The absence of a stable regulatory framework or the imposition of measures that may affect the profitability of financial institutions and limit the capacity to hedge against currency fluctuations could result in significant limits to financial institutions’ decisions, such as the Bank and CCF, regarding asset allocation. In turn, this could cause uncertainty and negatively affect our future financial activities and result of operations. In addition, existing or future legislation and regulation could require material expenditures or otherwise have a material adverse effect on our consolidated operations.

 

In addition, pursuant to Communication “A” 5785, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers.

 

Exposure to multiple provincial and municipal legislation and regulations could adversely affect our business or results of operations.

 

Argentina has a federal system of government with 23 provinces and one autonomous city (Buenos Aires), each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Although we have not experienced any material adverse effects from this, future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters may adversely affect our business or results of operations.

 

Future governmental measures or regulations may adversely affect the economy and the operations of financial institutions.

 

The Argentine government has historically exercised significant influence over the economy, and financial institutions, in particular, have operated in a highly regulated environment. Laws and regulations currently governing the economy or the banking sector may continue to change in the future, and any changes may adversely affect our business, financial condition and results of operations.

 

As of the date of this prospectus, several different bills to amend the Argentine Financial Institutions Law No. 21,526 (the “FIL”) have been put forth for review by the Argentine Congress, seeking to amend different aspects of the FIL, including the qualification of financial services as a public service, an increase in governmental regulations affecting the activities of financial entities and initiatives to make financial services more widely available. A thorough amendment of the FIL would have a substantial effect on the banking system as a whole. If any such bill is passed, or any other amendment to the FIL is made, the subsequent changes in banking regulations may have adverse effects on financial institutions in general, and on our business, financial conditions and results of operations.

 

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The amendment of the Central Bank’s Charter and the Convertibility Law may adversely affect the Argentine economy.

 

On March 22, 2012, the Argentine Congress passed Law No. 26,739, which amended the charter of the Central Bank and the Convertibility Law. This new law amended the objectives of the Central Bank (as established in its charter) and removed certain provisions previously in force. Pursuant to the terms of the new law, the Central Bank will focus on promoting monetary and financial stability as well as development with social equity. In addition, the concept of “freely available reserves” was eliminated, granting the Argentine government access to additional reserves to pay debt. Further, this new law provides that the Central Bank may set the interest rate and terms of loans granted by financial institutions.

 

Regarding the reserves, if the government were to utilize such Central Bank reserves to make payments on its public debt or finance public spending, this may result in increased inflation, which would hinder economic growth. In addition, a decrease in the Central Bank’s reserves could adversely affect the Argentine financial system’s capacity to withstand and overcome the effects of an economic crisis (either domestic or international), negatively affecting economic growth and, in turn, our consolidated results and results of operations.

 

Risks Relating to Our Business

 

Due to our exposure to middle and lower-middle-income individuals and SMEs, the quality of our consolidated loan portfolio is more susceptible to economic downturns and recessions.

 

Our consolidated loan portfolio is concentrated in the segments of middle and lower-middle-income individuals and SMEs, which are more vulnerable to economic recessions than large corporations and higher income individuals. The quality of our portfolio of loans to individuals and to SMEs is therefore dependent to a large extent on domestic and international economic conditions. Consequently, we may experience higher levels of past due amounts, which could result in higher provisions for loan losses. See “Selected Statistical Information.”

 

The loan portfolio of our retail segment, which includes individuals and businesses with annual sales of up to Ps.25 million depending on the business activity, represented approximately 48.8% of our consolidated loan portfolio (net of allowances) as of September 30, 2015. If the economy in Argentina experiences a significant downturn, this could materially and adversely affect the liquidity, businesses and financial condition of our customers, which may in turn cause us to experience higher levels of past due loans, thereby resulting in higher provisions for loan losses and subsequent write-offs. This may materially and adversely affect the credit quality of our loan portfolio, our asset quality, our results of operations and our financial condition.

 

We continue to seek potential acquisitions, but we may not be able to complete such acquisitions or successfully integrate businesses that we acquire.

 

In addition to organic growth, we have significantly expanded our business through acquisitions. We expect to continue considering acquisition opportunities that we believe may add value and are compatible with our business strategy.

 

In this respect, we may not be able to continue to identify opportunities or consummate acquisitions leading to economically favorable results or that any future acquisition will, if required, be authorized by the Central Bank, which would limit our ability to implement an important component of our growth strategy. In addition, in the event that an acquisition opportunity is identified and authorized, successful integration of the acquired business entails significant risks, including compatibility of operations and systems, unexpected contingencies, employee retention, compliance, customer retention, and delays in the integration process.

 

Changes in market conditions and any associated risks, including interest rate and currency exchange volatility, could materially and adversely affect our consolidated financial condition and results of operations.

 

We are directly and indirectly affected by changes in market conditions. Market risk, or the risk that values of assets and liabilities or revenues will be adversely affected by variations in market conditions, including interest rate and currency exchange volatility, is inherent in the products and instruments associated with our operations, including loans, deposits, long-term debt and short-term borrowings.

 

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In particular, our results of operations depend to a great extent on our net interest income. Net interest income represented 57.4% of our net financial income and services income fee in 2012, 56.4% in 2013, 59.4% in 2014 and 63.1% in the nine-month period ended September 30, 2015. Changes in market interest rates could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, leading to a reduction in our net interest income or a decrease in customer demand for our loan or deposit products. In addition, increases in interest rates could result in higher debt service obligations for our customers, which could, in turn, result in higher levels of delinquent loans or discourage customers from borrowing. Interest rates are highly sensitive to many factors beyond our control, including the reserve policies of the Central Bank, regulation of the financial sector in Argentina, domestic and international economic and political conditions and other factors.

 

In the current economic climate, there is a greater degree of uncertainty and unpredictability in the policy decisions and the setting of interest rates by the Central Bank. Any changes in interest rates and currency exchange rates could adversely affect our business, our future financial performance and the price of our securities.

 

Reduced spreads between interest rates on loans and those on deposits, without corresponding increases in lending volumes, could adversely affect the Bank’s and CCF’s profitability.

 

Historically, the Argentine financial system witnessed a decrease in spreads between the interest rates on loans and deposits as a result of increased competition in the banking sector. The interest rate spreads of the Bank and CCF follow the same trend. If competition continues or increases and interest rate spreads decrease, such decrease could adversely affect the profitability of the Bank and, consequently, our consolidated results of operations and financial condition.

 

We are a holding company and we conduct our business through our subsidiaries. Our ability to invest in our business developments will depend on our subsidiaries’ ability to generate dividends to us.

 

As a holding company, we conduct our operations through our subsidiaries, the largest of which is the Bank. Consequently, we do not operate or hold substantial assets, except for equity investments in our subsidiaries. Except for such assets, our ability to invest in our business developments and to repay obligations is subject to the funds generated by our subsidiaries and their ability to pay cash dividends. In the absence of such funds, we may have to resort to financing options at unappealing prices, rates and conditions. Additionally, such financing could be unavailable when we may need it.

 

Each of our subsidiaries is a separate legal entity and due to legal or contractual restrictions, as well as to their financial condition and operating requirements, they may not be able to distribute dividends to us. Our ability to develop our business, meet our payment obligations and pay dividends to our shareholders could be limited by restrictions preventing our subsidiaries from paying us dividends. Investors should take such restrictions into account when analyzing our investment developments and our ability to cancel our obligations. See “Dividends and Dividend Policy.”

 

Our estimates and established reserves for credit risk and potential credit losses may prove to be insufficient, which may materially and adversely affect our asset quality and our financial condition and results of operations.

 

A number of our products expose us to credit risk, including consumer loans, commercial loans and other receivables. Changes in the income levels of our borrowers, increases in the inflation rate or an increase in interest rates could have a negative effect on the quality of our loan portfolio, causing us to increase provisions for loan losses and resulting in reduced profits or in losses.

 

We estimate and establish reserves for credit risk and potential credit losses. This process involves subjective and complex judgments, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans.

 

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Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, our asset quality and our financial condition and results of operations may be materially and adversely affected.

 

The Bank’s important revenues from its business with senior citizens could decrease or cease to grow if the Bank’s agreement with ANSES is terminated or not renewed.

 

Since 1996, the Bank has acted as paying agent of social security payments to senior citizens on behalf of the government pursuant to an agreement with ANSES. In December 2014, pursuant to Resolution No. 648/14, the Bank renewed for a six-year period its agreement with ANSES. In September 2015, the Bank made payments on behalf of ANSES to approximately 1,046,000 senior citizens and beneficiaries. Offering this service to senior citizens allows us ready access to a pool of potential consumers of financial services. The Bank derives an important part of its revenues (32% as of September 30, 2015) from the sale of financial services through senior citizen service centers. The Bank’s agreement with ANSES provides that it will continue in effect as long as the parties continue performing their obligations for a six-year term. ANSES has the right to terminate the agreement with 90 days prior notice.

 

The termination of the agreement with ANSES, a decision by ANSES not to renew the agreement in December 2020, or ANSES’s failure to add new senior citizens to the payment service could have a negative effect on the Bank’s business and results of operations. In addition, while ANSES has not regulated lending by banks to senior citizens, this could change in the future and ANSES could enact regulations, including caps on the amounts and interest rates of personal loans to retirees, which could have an adverse effect on our results of operations.

 

Since short-term deposits are one of our main sources of funds, a sudden shortage of short-term deposits could cause an increase in costs of funding, affect our liquidity rations and have an adverse effect on our revenues.

 

Deposits are one of our primary sources of funding, representing 79.3 % of our total liabilities as of September 30, 2015. A significant portion of our assets has longer maturities, resulting in a mismatch between the maturities of liabilities and the maturities of assets. If a substantial number of our depositors withdraw their sight deposits or do not roll over their time deposits upon maturity, our liquidity position, results of operations and financial condition may be materially and adversely affected. In the event of a sudden or unexpected shortage of funds in the banking system, money markets in which we operate may not be able to maintain levels of funding without incurring high funding costs or the liquidation of certain assets. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and our results of operations and financial condition may be materially adversely affected.

 

Because our main subsidiary, the Bank, is a financial institution, any insolvency proceeding against it would be subject to the powers of and intervention by the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.

 

Under Argentine law, the liquidation and commencement of bankruptcy proceedings against financial institutions, until their banking license has been revoked by the Central Bank, may only be commenced by the Central Bank. If the Bank is unable to pay its debts as they come due, the Central Bank would intervene and revoke its banking license, and file a bankruptcy petition before a commercial court. If the Central Bank intervenes, the reorganization proceeding could take longer and it is likely that the shareholders’ remedies would be restricted. During any such process, the Central Bank would have to consider its interests as a regulator and, as a result, could prioritize the claims of other creditors and third parties against the Bank. As a result of any such intervention, shareholders may realize substantially less on the claims than they would in a regular bankruptcy proceeding in Argentina, the United States or any other country.

 

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The special rules that govern the priority of different stakeholders of financial institutions in Argentina, which give priority to depositors with respect to most other creditors, may negatively affect shareholders in case of judicial liquidation or bankruptcy of our main subsidiary, the Bank.

 

The FIL, as amended by Law No. 24,485 and by Law No. 25,089, provides that in case of judicial liquidation or bankruptcy of a financial institution, all depositors, irrespective of the type, amount or currency of their deposits, will have general and absolute preferential rights with respect to all other creditors, except for certain labor credits and credits secured with pledge or mortgage, to be paid with all of the funds deriving from the liquidation of such financial institution’s assets. Any such funds would be applied in the following order of priority: (a) deposits of up to Ps.50,000 per entity, or its equivalent in foreign currency (the priority benefits one depositor per deposit), (b) deposits over Ps.50,000 and (c) loans granted to the financial institution directly related to international commerce. As a result of these rules, shareholders may realize substantially less on the claims than they would in a regular bankruptcy proceeding in Argentina, the United States or any other country.

 

Our controlling shareholder has the ability to direct our business, and potential conflicts of interest could arise.

 

Our controlling shareholder, Julio Patricio Supervielle, directly or beneficially will own at least 126,738,188 Class A shares
and         Class B shares in the aggregate after the completion of the Argentine offering and the international offering. Virtually all decisions made by shareholders will continue to be directed by our controlling shareholder. He may, without the concurrence of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities, effect a redemption of shares, effect a related party transaction and determine the timing and amounts of dividends, if any. According to our bylaws, a two-thirds vote by our Class A shares is required, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, a voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose. Mr. Supervielle’s interests may conflict with your interests as a holder of Class B shares or ADSs, and he may take actions that might be desirable to him but not to other shareholders.

 

The Bank and CCF use loan securitization as an additional source of their funding and our capacity to successfully securitize our assets on favorable terms affects our funding ability.

 

For the year ended December 31, 2014 and the nine-month period ended September 30, 2015, the Bank and CCF securitized an aggregate of Ps.3,513.2 million and Ps.1,352.4 million, respectively, of loans originated by them. During the years ended December 31, 2012 and 2013, the Bank, CCF and Tarjeta securitized an aggregate of Ps.1,646.8 million and Ps.2,833.7 million, respectively, of loans originated by them. Loan securitization is part of their self-funded strategy. The Bank’s and CCF’s ability to securitize their loans successfully and on terms acceptable to them depends on the applicable regulations and largely on capital market conditions prevailing in Argentina. Although securitizations markets have remained open in the past few years, the Bank and CCF have no control over capital market conditions, which can be volatile and unpredictable If the Bank and CCF are not able to continue securitizing part of their loans in the future, whether as a result of deterioration in capital markets conditions or otherwise, they would likely be compelled to seek alternatives for funding which may include short-term or more expensive funding sources that may adversely affect our consolidated financial conditions and results of operations.

 

A decline in the performance of the loans that the Bank and CCF have securitized may adversely affect the amount of income they receive in connection with the securitization of their loan portfolio.

 

As of September 30, 2015, the Bank and CCF held Ps.526.4 million, Ps.46.8 million and Ps.681.4 million in senior bonds, subordinated bonds and participation certificates, respectively, issued by various financial trusts in connection with the securitization of their loan portfolio. In each case, the subordinated bonds and participation certificates are subordinated to the senior indebtedness of the related financial trust. If collections with respect to such securitized loans decrease, the amount of the payments that the Bank and CCF will receive in connection with the subordinated bonds and participation certificates that they hold will decline. Such a decline would be more pronounced than the decline we would experience if we continued to hold the loans on our books because of the subordination of our retained interests in the securitized loans. Such decline could result in a material adverse effect on our consolidated financial condition and results of operations.

 

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Early termination of CCF’s business agreement with Walmart could have an adverse effect on our revenue.

 

In April 2000, CCF (formerly GE Compañía Financiera) and Walmart entered into a commercial agreement pursuant to which CCF became the sole provider of financial services for Walmart’s customers in Argentina. The agreement was renewed in 2005, in 2010 and most recently in December 2014. Such agreement is key to CCF’s overall performance, expires in August 2020 and while it contains an option for renewal, it may not be renewed on the same terms or at all. In addition, the agreement is subject under certain conditions to voluntary termination by Walmart Argentina. The decision by Walmart Argentina not to renew or to terminate the agreement could negatively affect our expected benefit from this alliance and could result in a material adverse effect on CCF’s financial condition and results of operations.

 

Differences in the accounting standards between Argentina and certain countries with highly developed capital markets, such as the United States, may make it difficult to compare our financial statements and reported earnings with companies in other countries and the United States.

 

Except as otherwise described herein, we prepare our financial statements in accordance with the Central Bank regulations, which differ in certain significant respects from U.S. GAAP and from Argentine GAAP. As a result, except for our net income and our shareholders’ equity as of and for the years ended December 31, 2014 and 2013 which have been reconciled with U.S. GAAP, our financial statements are not directly comparable to those of banks in the United States. Implementation of IFRS in Argentina is expected to take place for the fiscal years beginning on January 1, 2018.

 

Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.

 

We depend on the efficient and uninterrupted operation of internet-based data processing, communication and information exchange platforms and networks, including those systems related to the operation of our ATM network. We have access to large amounts of confidential financial information and control substantial financial assets belonging to our customers as well as to us. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. Accordingly, cybersecurity is a material risk for us. Cybersecurity incidents, such as computer break-ins, phishing, identity theft and other disruptions could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure and may cause existing and potential customers to refrain from doing business with us.

 

In addition, contingency plans in place may not be sufficient to cover liabilities associated with any such events and, therefore, applicable insurance coverage may be deemed inadequate, preventing us from receiving full compensation for the losses sustained as a result of such a disruption.

 

Although we intend to continue to implement security technology devices and establish operational procedures to prevent such damage, it is possible that not all of our systems are entirely free from vulnerability and these security measures will not be successful. If any of these events occur, it could damage our reputation, entail serious costs and affect our transactions, as well as our results of operations and financial condition.

 

Our business is highly dependent on proper functioning and improvement of information technology systems.

 

Our business is highly dependent on the ability of our information technology systems and the third party managers of such systems to effectively manage and process a large number of transactions across numerous and diverse markets and products in a timely manner. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Our business activities may be materially disrupted if there were a partial or complete failure of any of our information technology systems communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks or intrusions, phishing, identity theft or conversion errors due to system upgrading. In addition, any security breach caused by unauthorized access to information or systems, or intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business results of operations and financial condition.

 

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Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost effective basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially affect us.

 

We are susceptible to fraud, unauthorized transactions and operational errors.

 

As with other financial institutions, we are susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors could have a material adverse effect on us.

 

Our policies and procedures may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose us to fines and other liabilities.

 

We are required to comply with applicable anti-money laundering laws, anti-terrorism financing laws and other regulations. These laws and regulations require us, among other things, to adopt and enforce “know your customer” policies and procedures and to report suspicious or large transactions to the applicable regulatory authorities. While we have adopted policies and procedures aimed at detecting and preventing the use of banking networks for money laundering activities and by terrorists and terrorist-related organizations and individuals generally, such policies and procedures may not completely eliminate instances where they may be used by other parties to engage in money laundering and other illegal or improper activities. If we fail to fully comply with applicable laws and regulations, the relevant government authorities to which they report have the power and authority to impose fines and other penalties. In addition, our businesses and reputation could suffer if customers use our financial institutions for money laundering or illegal or improper purposes. As of the date of this prospectus, we have not been subject to fines or other penalties, and we have not suffered business or reputational harm, as a result of any money laundering activities in the past.

 

You may not be able to effect service of process within the United States upon the Company, our directors and officers and certain advisors.

 

All of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, you may not be able to effect service of process within the United States upon such persons.

 

Risks Relating to Our Class B Shares and ADSs

 

You may not be able to sell your ADSs at the time or the price you desire because an active or liquid market may not develop.

 

Prior to this offering, there has not been a public market for our Class B shares or the ADSs. We have applied to list the ADSs on the NYSE and the Class B shares on the MERVAL. Any markets that may develop for our Class B shares or for the ADSs may not have liquidity and the price at which the Class B shares or the ADSs may be sold is uncertain.

 

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Holders of our Class B shares and the ADSs may not receive any dividends.

 

We are a holding company and our ability to pay dividends depends on the cash flow and distributable income of our operating subsidiaries, principally the Bank. We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

 

In particular, dividend distribution by the Bank is subject to prior approval by the Superintendency of Financial and Exchange Entities (Superintendencia de Entidades Financieras y Cambiarias, or “Superintendency”). The Superintendency will review the ability of a financial institution to distribute dividends upon request for approval. The Superintendency may authorize the distribution of dividends if during the month preceding the request, the following requirements were met: the financial institution (i) is not subject to a liquidation procedure; (ii) is not receiving financial assistance from the Central Bank; (iii) is in compliance with its reporting obligations with the Central Bank; (iv) is in compliance with minimum capital requirements, among others; and (v) the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party’s operating volume, its liability and the title or function that such party holds. Regarding the minimum capital requirements, if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%, dividends may not be paid. See “Argentine Banking Regulation—Liquidity and Solvency Requirements-Requirements Applicable to Dividend Distribution.”

 

Additionally, situations such as noncompliance with minimum capital requirements or non-payment of principal or interest under the Bank’s outstanding Tier 2 Notes could result in the Bank’s inability to distribute dividends to its shareholders.

 

Although distribution of dividends by the Bank has been authorized by the Central Bank in the past, it is possible that in the future we will not be able to reach the regulatory threshold or that if so, the Central Bank may not continue to grant us the authorization to distribute dividends approved by our shareholders at the annual ordinary shareholders’ meeting or such authorization may not be for the full amount of distributable dividends.

 

Changes in the Argentine tax laws may adversely affect the results of our operations and the tax treatment of our Class B shares and/or ADSs.

 

On September 23, 2013, Law No. 26,893, which amended the Income Tax Law, was enacted. According to the amendments, the distribution of dividends by an Argentine corporation is subject to income tax at a rate of 10.0%, unless such dividends are distributed to Argentine corporate entities.

 

In addition, the amended law establishes that the sale, exchange or other transfer of shares and other securities is subject to a capital gain tax at a rate of 15% for Argentine resident individuals and foreign beneficiaries. There is an exemption for Argentine resident individuals if certain requirements are met; however, there is no such exemption for non-Argentine residents.

 

The income tax treatment of income derived from the sale of ADSs, dividends or exchanges of shares from the ADS facility may not be uniform under the revised Argentine income tax law. The possibly varying treatment of source income could impact both Argentine resident holders as well as non-Argentine resident holders. In addition, should a sale of ADSs be deemed to give rise to Argentine source income, as of the date of this prospectus no regulations have been issued regarding the mechanism for paying the Argentine capital gains tax when the sale exclusively involves non-Argentine parties. However, as of the date of this prospectus, no administrative or judicial rulings have clarified the ambiguity in the law.

 

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These amendments were implemented by Decree 2334/2013. However, as of the date of this prospectus, many aspects of these new taxes remain unclear. There are some exemptions from the income tax upon disposition of securities for Argentine residents if certain requirements are met, but no such exemption exists for non-Argentine residents.

 

Therefore, holders of our Class B shares, including in the form of ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or ADSs. See “Dividends and Dividend Policy” and “Taxation—Material Argentine Tax Considerations.”

 

Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the Class B shares underlying the ADSs.

 

Beginning in December 2001, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the withdrawal of funds deposited with banks and on the transfer of funds abroad, including dividends, without prior approval by the Central Bank, some of which are still in effect.

 

Although the transfer of funds abroad by local companies in order to pay annual dividends only to foreign shareholders and the depositary for the benefit of the ADS holders based on approved audited financial statements no longer requires Central Bank approval, other exchange controls could impair or prevent the conversion of anticipated dividends, distributions, or the proceeds from any sale of Class B shares, as the case may be, from Pesos into U.S. dollars and the remittance of the U.S. dollars abroad. In particular, with respect to the proceeds of any sale of Class B shares underlying the ADSs, as of the date of this prospectus, the conversion from Pesos into U.S. dollars and the remittance of such U.S. dollars abroad is subject to a monthly threshold of US$0.5 million applicable to the depositary or the holder, as the case may be, seeking such conversion and remittance abroad. Transfers in excess of such monthly threshold are subject to prior Central Bank approval. Transfers abroad in which (i) the funds were transferred into Argentina through the MULC less than 365 days prior to the intended repatriation date; and (ii) the foreign beneficiary is either a natural or legal person residing in or incorporated and established in jurisdictions, territories or associated states that are not considered “cooperators for the purposes of fiscal transparency” are also subject to prior Central Bank approval.

 

Furthermore, during the last few years the Central Bank has been exercising a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods, by means of regulating the amount of foreign currency available to financial institutions to conduct such transactions.

 

The Argentine government could take further restrictive measures in the future. In such a case, the depositary for the ADSs may be prevented from converting Pesos it receives in Argentina for the account of the ADS holders. If this conversion is not possible, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution. Also, if payments cannot be made in U.S. dollars abroad, the repatriation of any funds collected by foreign investors in Pesos in Argentina may be subject to restriction. See “Exchange Controls—Other Regulations—Sale of Foreign Currency to Non-residents.”

 

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We will be traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

 

In addition to the offering of ADSs in the United States and countries other than Argentina, we are offering Class B shares in Argentina. Trading in our ADSs or preferred shares on these markets will take place in different currencies (U.S. dollars on the NYSE and pesos on the MERVAL), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of our shares on these two markets may differ due to these and other factors. Any decrease in the price of our preferred shares on the MERVAL could cause a decrease in the trading price of our ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the shares available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying preferred shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.

 

Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions.

 

Our corporate affairs are governed by our bylaws and by the Argentine Corporate Law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights or the rights of holders of our Class B shares under the Argentine Corporate Law to protect your or their interests relative to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Class B shares and ADSs at a potential disadvantage.

 

Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights.

 

Under the Argentine Corporate Law, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of Class B shares or ADSs will not be able to exercise the preemptive and related accretion rights for such Class B shares or ADSs unless a registration statement under the Securities Act is effective with respect to such Class B shares or ADSs or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to those Class B shares or ADSs. We may not file such a registration statement, or an exemption from registration may not be available. Unless those Class B shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our Class B shares or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be sold by the depositary; if they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of Class B shares or ADSs located in the United States may be diluted proportionately upon future capital increases.

 

Non-Argentine companies that own our Class B shares directly and not as ADSs may not be able to exercise their rights as shareholders unless they are registered in Argentina.

 

Under Argentine law, foreign companies that own shares in an Argentine corporation are required to register with the Inspección General de Justicia (Superintendency of Legal Entities, or the “IGJ”), in order to exercise certain shareholder rights, including voting rights. If you own Class B shares directly (rather than in the form of ADSs) and you are a non-Argentine company and you are not registered with the IGJ, your ability to exercise your rights as a holder of our Class B shares may be limited.

 

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Your voting rights with respect to the ADSs are limited by the terms of the deposit agreement.

 

Holders may exercise voting rights with respect to the Class B shares in the form of ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our bylaws that limit ADS holders’ ability to exercise their voting rights through the depositary with respect to the underlying Class B shares, except if the depositary is a foreign entity and it is not registered with the IGJ, and in this case, the depositary is registered with the IGJ. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Law No. 26,831 requires us to notify our shareholders by publications in certain official and private newspapers of at least 20 and no more than 45 days in advance of any shareholders’ meeting. ADS holders will not receive any notice of a shareholders’ meeting directly from us. In accordance with the Deposit Agreement, we will provide the notice to the depositary, which will in turn, if we so request, as soon as practicable thereafter provide to each ADS holder:

 

the notice of such meeting;

 

voting instruction forms; and

 

a statement as to the manner in which instructions may be given by holders.

 

To exercise their voting rights, ADS holders must then provide instructions to the depositary how to vote the shares in the form of ADSs. Because of the additional procedural step involving the depositary, the process for exercising voting rights will take longer for ADS holders than for holders of Class B shares.

 

Except as described in this prospectus, holders will not be able to exercise voting rights attaching to the ADSs.

 

The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell Class B shares underlying the ADSs at the price and time you desire.

 

Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States, and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. As of December 31, 2014, the ten largest Argentine companies in terms of market capitalization represented approximately 90% of the aggregate market capitalization of the MERVAL. Accordingly, although you are entitled to withdraw the Class B shares underlying the ADSs from the depositary at any time, your ability to sell such shares at a price and time at which you wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Central Bank could have the effect of further impairing the liquidity of the MERVAL by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See “Exchange Controls.”

 

Substantial sales of our Class B shares or the ADSs after the global offering could cause the price of the Class B shares or of the ADSs to decrease.

 

After the global offering, the existing shareholders will continue to hold a large number of shares. We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in “Management and Corporate Governance—Officers” and “Management and Corporate Governance—Banco Supervielle S.A.’s Senior Management,” have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the representatives. See “Underwriting.” After these lock-up agreements expire, they will be able to sell their securities in the public market. The market price of our Class B shares or the ADSs could drop significantly if they sell our Class B shares or the ADSs or the market perceives that they intend to sell them.

 

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You will experience immediate and substantial dilution in the book value of the Class B shares or the ADSs you purchase in this offering.

 

Because the offer price of the Class B shares and the ADSs being sold in the global offering will be substantially higher than the net tangible book value per share, you will experience immediate and substantial dilution in the book value of these shares. Net tangible book value represents the amount of our total assets less intangible assets and goodwill, minus our total liabilities. As a result, at the offer price of Ps.      per Class B share or US$      per ADS (the midpoint of the price range on the cover of this prospectus), you will incur immediate dilution of Ps.      per Class B share or US$      per ADS you purchase in this offering, assuming the international underwriters have not exercised the option to purchase additional shares. If the international underwriters exercise the option to purchase additional shares in full, you will incur an additional immediate dilution of Ps.      per Class B share or US$        per ADS.

 

Our shareholders may be subject to liability for certain votes of their securities.

 

Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

 

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USE OF PROCEEDS

 

We estimate that our net proceeds from the sale of Class B shares in the global offering, assuming the placement of all shares offered and no exercise of the international underwriters’ option to purchase additional shares, will be approximately US$       million, after deducting estimated underwriting fees and transaction expenses payable by us, based on an offering price per Class B share of US$        and per ADS of US$         , the midpoint of the range set forth in the cover of this prospectus.

 

We will not receive any proceeds from the sale of Class B shares by the selling shareholders.

 

We intend to use the net proceeds from the global offering for the following purposes:

 

(i)primarily to increase the volume of assets and loans of our subsidiaries to sustain our expansion process and strengthen our position within the Argentine financial system. For example, to the extent opportunities to increase our assets and loans through acquisitions in the Argentine banking, asset management or insurance sectors arise, we may apply a portion of the net proceeds to harness those opportunities, although as of the date of this prospectus we have no current plans, arrangements or understandings to make any material acquisition; and

 

(ii)we intend to retain up to US$40.0 million at the holding company level to redeem or cancel at maturity each series of our outstanding notes due on or prior to January 28, 2017 issued by Grupo Supervielle in the Argentine capital markets, which have the interest rates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle – Global Corporate Notes.”

 

The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based on our present plans and business condition. The amounts and timing of any expenditure may vary depending on the amount of cash generated by our operations, competitive developments, our rate of growth and inorganic growth opportunities, if any, of our business. Therefore, as of the date of this prospectus, we cannot estimate the amounts or timing in respect of any of the purposes for the use of proceeds listed above.

 

For every US$1.00 increase or decrease in the price per ADS offered by this prospectus, the amount of proceeds will increase or decrease by US$     .

 

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FORWARD-LOOKING STATEMENTS

 

This prospectus contains estimates and forward-looking statements, principally in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business”. We have based these forward-looking statements largely on our current beliefs, expectations and projections about future courses of action, events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

 

(i)changes in general economic, financial, business, political, legal, social or other conditions in Argentina or elsewhere in Latin America or changes in either developed or emerging markets;
   
(ii)changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including expected or unexpected turbulence or volatility in domestic and international financial markets;
   
(iii)changes in regional, national and international business and economic conditions, including inflation;
   
(iv)changes in interest rates and the cost of deposits, which may, among other things, affect margins;
   
(v)unanticipated increases in financing or other costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;
   
(vi)changes in government regulation, including tax and banking regulations;
   
(vii)adverse legal or regulatory disputes or proceedings;
   
(viii)the interpretation by judicial courts of the new Argentine Civil and Commercial Code;
   
(ix)credit and other risks of lending, such as increases in defaults by borrowers;
   
(x)fluctuations and declines in the value of Argentine public debt;
   
(xi)increased competition in the banking, financial services, credit card services, asset management and related industries;
   
(xii)a loss of market share by any of our main businesses;
   
(xiii)increase in the allowances for loan losses;
   
(xiv)technological changes or an inability to implement new technologies, changes in consumer spending and saving habits;
   
(xv)ability to implement our business strategy;
   
(xvi)fluctuations in the exchange rate of the Peso; and
   
(xvii)other factors discussed under “Risk Factors” in this prospectus.

 

The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we do not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors, except as required by applicable law. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus might not occur and do not constitute guarantees of future performance. Because of these uncertainties, you should not make any investment decisions based on these estimates and forward-looking statements.

 

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ARGENTINE ECONOMY AND FINANCIAL SYSTEM

 

Introduction

 

Beginning in December 2001 and for most of 2002, Argentina experienced one of the most severe crises in its history which nearly left its economy at a standstill and deeply affected its financial sector. Between 2004 and 2009, the Argentine economy and the financial sector recovered considerably. Since 2009, the Argentine economy has shown increased volatility, with years of practically no growth (2009, 2012 and 2014), and years of strong (2010 and 2011) or slow (2013) growth.

 

The table below includes certain economic indicators in Argentina for the years indicated:

 

    December 31,
    2004   2005   2006   2007   2008   2009   2010   2011   2012   2013   2014   Sept-2015
GDP real growth (%)     8.9       9.2       8.4       8.0       3.1       0.1       9.5       8.4       0.8       2.9       0.5       N/A  
Primary fiscal balance (excludes interest) (as a % of GDP)     3.2       3.0       2.9       2.5       2.5       1.2       1.4       0.2       (0.2 )     (0.7 )     (0.9 )     N/A  
Total public debt (as a % of GDP)     106.4       60.7       51.8       44.4       39.2       39.6       36.1       33.3       35.1       38.8       43.0       N/A  
Trade balance (in million US$)     12,130       11,700       12,393       11,273       12,557       16,886       11,395       9,732       12,226       8,004       6,653       1,551  
Total deposits (as a % of GDP)     13.4       13.4       13.0       12.4       11.9       11.9       11.5       12.0       12.5       13.8       13.3       N/A  
Loans to the private sector (as a % of GDP)     6.4       7.0       7.9       8.7       9.4       9.5       8.9       10.3       11.7       12.5       12.1       N/A  
Unemployment rate end of period (%)     12.1       10.1       8.7       7.5       7.3       8.4       7.3       6.7       6.9       6.4       6.9       5.9  
Inflation in consumer prices –Dec./Dec. - CPI INDEC (%)     6.1       12.3       9.8       8.5       7.2       7.7       10.9       9.5       10.8       10.9       23.9       10.7 *
Average nominal exchange rate (in Ps. Per US$)     2.94       2.92       3.07       3.12       3.16       3.73       3.91       4.13       4.55       5.48       8.12       8.97 *

 

* Year to date.
Source: INDEC and Central Bank

 

The Argentine Economy

 

In 2003, the Argentine economy began showing signs of recovery. GDP grew 8.9% in 2004, 9.2% in 2005, 8.4% in 2006 and 8.0% in 2007 according to INDEC reports. The reported rate of inflation was 6.1% in 2004, 12.2% in 2005, 9.8% in 2006 and 8.5% in 2007.

 

After growing at an average annual rate of 8.8% from 2003 to 2007, during 2008 and 2009, external and internal factors contributed to a decrease in the rate of Argentina’s economic growth. According to INDEC, in 2008 GDP grew by 3.1%, in real terms, although the last quarter showed a strong deterioration in the level of activity. Influenced by the aftermath of the global economic downturn, the economy contracted during the first nine months of 2009 but recovered in the last quarter, with GDP growing by 0.1%, the lowest recorded growth rate since 2002. According to INDEC, the rate of inflation was 7.2% in 2008 and 7.7% in 2009. Certain estimates of inflation prepared by provincial governments significantly exceeded the rates published by INDEC. Average inflation in the 11 provinces that publish independent inflation data for that period was 19.1% and 14.2% for 2008 and 2009, respectively.

 

In 2010, Argentina’s economy indirectly benefited from the measures adopted by industrialized countries to address the global economic downturn. Real GDP grew at a 9.5% annual rate, according to INDEC. This was largely attributable to increases in private consumption and exports and the performance of the farming and manufacturing industries. While the economy improved, price levels, mainly of staples, also increased. According to INDEC, the rate of inflation was 10.9% in 2010. Average inflation reported by 11 provinces that published independent inflation data was 23.8% for the same period.

 

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In 2011, Argentina’s GDP increased 8.4% when compared to 2010, primarily as a result of an increase in private consumption. Strong growth in domestic demand continued putting pressure on inflation. According to INDEC, Argentina recorded 9.5% inflation in 2011, slightly lower than 2010. Eleven provinces in Argentina, however, recorded much higher levels of inflation than that calculated by INDEC, on average reporting inflation in 2011 at 20%.

 

In 2012, the Argentine economy grew only slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports. In 2013, the Argentine economy grew by 2.9% according to INDEC. In 2014, the Argentine economy again grew only slightly at 0.5% according to INDEC. According to INDEC, Argentina recorded inflation levels of 10.8% in 2012, 10.9% in 2013, 23.9% in 2014 and 10.7% for the nine-month period ended September 30, 2015. However, private sector estimates in Argentina reported higher levels of inflation than that calculated by INDEC, on average reporting inflation rates in 2012, 2013, 2014 and for the nine-month period ended September 30, 2015 at 25.3%, 28.0%, 38.5% and 18.6% respectively.

 

The following graph compares Argentine GDP growth to other Latin American countries:

 

 

 

 

Source: INDEC, International Monetary Fund, World Economic Outlook Database

 

Since 2004, Argentina’s external public indebtedness has decreased significantly as a percentage of GDP, from 62.1% in 2004 to 13.0% in 2014. In recent years, external public indebtedness as a percentage of GDP has increased from 10.7% in 2012 to 11.6% in 2013 and 13.0% in 2014.

  

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The following graph shows the evolution of external public indebtedness as a percentage of GDP:

 

 

 

Source: Ministerio de Economía y Finanzas Públicas (MECON)

 

The following graph shows the evolution of external public indebtedness as a percentage of GDP, compared to that of other Latin American countries:

 

 

 

 

Source: IDB, MECON

 

Based on the Emerging Bond Index plus (EMBI+) benchmark index, Argentina country risk profile has improved significantly since 2004, from 4,704 in 2004 to 719 in 2014. However, compared to other Latin American countries, Argentina’s risk profile remains relatively high.

 

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The following graph shows the country risk evolution in terms of EMBI+ for Argentina and several comparable Latin American countries:

 

 

 

Argentina’s GDP per capita measured in U.S. dollars increased practically threefold between 2004 (US$4,760) and 2012 (US$ 14,456). However, since 2012 GDP per capita decreased to US$14,001 in 2013 and US$9,527 in 2014, according to the IDB.

 

The following graph compares GDP per capita in terms of U.S. dollars to that of other Latin American countries:

 

 

 

 

Source: IDB

 

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The unemployment rate has also improved significantly since 2004, decreasing from 12.1% in 2004 to 6.9% in 2014, although it has remained relatively constant since 2012.

 

The following graph compares the Argentine unemployment rate to that of other Latin American countries:

 

 

 

 

Source: IDB, INDEC

 

The Financial System

 

2001-2002 Argentine Crisis and its Evolution

 

During the last three months of 2001 through the first six months of 2002, Argentina suffered a severe economic recession. Beginning in the second half of 2001, depositors began to withdraw their bank deposits, leading to accelerated capital outflow, which had a material impact on the financial system. By late 2001, the capital flight totaled US$14.0 billion, and approximately 20.0% of the Argentine government’s budget was allocated to servicing Argentina’s public debt. The financial needs of the Argentine government resulted in increased public sector exposure on banks’ balance sheets.

 

As a final effort to stop this capital flight, in December 2001, the Argentine government imposed strict personal limits (both in terms of frequency and amount) on bank withdrawals (known as the “corralito”). This action prompted depositors to seek a way to transfer the funds from long-term deposits to short-term deposits, in an effort to avoid the restrictions.

 

The economic crisis caused massive social unrest and political crises which ended with the resignation of President Fernando de la Rúa and the appointment of Eduardo Duhalde as president in January 2002 after several interim presidents took office and resigned.

 

As a result of the crisis, the Central Bank’s international reserves fell by 49.1% between June 2001 and February 2002, and it was forced to provide US$5.5 billion of liquidity assistance to the financial sector between mid-2001 and December 2002.

 

The Argentine Government’s Response to the Crisis and its Impact on the Financial System

 

In response to the political and economic crisis, the Argentine government undertook a number of initiatives that radically changed the monetary and foreign exchange regime as well as its regulatory and legal framework. These measures included: suspension of payments on a significant portion of its public debt, approval of the Public Emergency Law in 2002 (which has since been amended and remains in effect through December 31, 2015), and the end of the convertibility regime (which has provided for Peso/U.S. dollar parity for practically a decade). The Peso devalued rapidly by 73.8% (as of June 2002 the exchange rate was Ps.3.81 per US dollar) and, at the same time, wholesale price inflation reached a rate of 118.0% and consumer prices rose 40.9%.

 

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To prevent further decapitalization of the financial system, the Argentine government imposed stronger restrictions on bank withdrawals and froze and rescheduled time deposits and ordered banks to issue Rescheduled Deposit Certificates (“CEDROS”) to compensate depositors affected by these measures. The Argentine government also decreed the conversion of dollar-denominated deposits and obligations into Pesos, in a process known as “pesification”. Pursuant to this policy of pesification, obligations and U.S. dollar-denominated deposits were converted into Pesos at different exchange rates (also known as “asymmetric pesification”).

 

As a consequence of asymmetric pesification, foreign currency-denominated obligations were converted into Pesos at a rate of Ps.1.00 to US$1.00 and were also made subject to adjustment by the Salary Variation Coefficient (the “Coeficiente de Estabilización de Referencia” or “CER”) or, depending on the type of loan granted (i.e., mortgages, personal loans and other similar loans in amounts of less than Ps.100,000) by the Salary Variation Coefficient (the “Coeficiente de Variación Salarial” or “CVS”). Foreign currency-denominated deposits, however, were converted into Peso denominated deposits at an exchange rate of Ps.1.40 per US$1.00, subject to CER indexation. The asymmetric pesification had material adverse effects on the composition of banks’ balance sheets as banks’ principal assets (loans) and liabilities (deposits) in foreign currency were converted into Pesos at different exchange rates.

 

The Argentine government attempted to promptly remedy this situation through different offsetting mechanisms based on the issuance of two types of public bonds. One type of bond was used to compensate for losses linked to the asymmetric pesification, and the other type of bond was used to compensate for the consequences of creating a mismatch between a bank’s U.S. dollar and Peso positions.

 

One of the major consequences of the economic crisis for the financial system was the increase of the non-performing loan coefficient, which reached 38.6% in 2002, 195 basis points higher than the previous year. For this reason, the Argentine government temporarily suspended all proceedings for the enforcement of security interests with respect to loans, preventing creditors, including banks, from collecting on secured non-performing loans.

 

A significant number of legal actions, mainly court injunctions (“Amparos”), were brought by individuals and corporations against financial institutions based on the claim that these actions infringed upon their constitutional rights. In a significant number of Amparos, the courts issued injunctions and ordered banks to fully or partially return deposits in U.S. dollars or in Pesos, at the currently prevailing free market exchange rate. On December 27, 2006 in the case entitled “Massa, Juan Agustín v. Argentine Executive Branch - Decree 1570/01 et al. on Amparo,” the Argentine Supreme Court determined that financial institutions, including the Bank, must reimburse depositors the total amount in Pesos of the equivalent amount they held in U.S. dollars as of the pesification date. The judgment required the banks involved to indemnify depositors’ legal claims in an amount in Pesos equal to the pesified deposits they would have had under the pesification rules. The formula first applied a monetary conversion rate of Ps.1.40 per U.S. dollar, then adjusted the inflation balance by applying CER and, finally, it added an additional 4% interest rate per annum to be applied retroactively to the date on which the pesification was implemented. The Argentine Supreme Court also confirmed the constitutionality of the Public Emergency Law that established the pesification of the Argentine economy due to the economic, financial and exchange emergency prevailing at the time of the crisis.

 

The Argentine government also modified the Central Bank’s charter so as to facilitate liquidity assistance by such organization to the financial sector. As a result, the Central Bank was authorized to provide Ps.18.9 billion of liquidity assistance to the financial system. Despite this assistance, 19 entities closed between December 2001 and December 2005.

 

Finally, in order to give the financial system time to recover from the crisis, the Central Bank passed rules that provided for the deferral of certain losses incurred and allowed banks to register most government bonds and public sector loans held by them as well as government bonds received by them as compensation for asymmetric pesification and foreign currency positions at higher than market rates.

 

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The Path to Stabilization

 

The Argentine economy began its path to stabilization in April 2002, mainly as a result of the trade balance surplus caused by the fall in import levels, the reactivation of national production and the substitution of imported products with national product production.

 

At the same time, the Central Bank was able to absorb the excess liquidity generated by the assistance given to the financial system through the use of a new short-term financial instrument called “Letras del Banco Central” or “LEBACs.” In addition, LEBACs were used to (i) reduce volatility in the Peso-U.S. dollar exchange rate, (ii) mitigate inflationary pressures, and (iii) gradually stabilize interest rates. Improvements in the economic situation, the decrease of capital flight and the decreasing systematic withdrawals on the banks led to the gradual lifting of the corralito restrictions.

 

In May 2003, Néstor Kirchner was inaugurated as President and, during that year, the economy continued to show signs of recovery (GDP grew 8.8% that year and inflation was 3.7%), quasi-money securities (which amounted to Ps.7.0 billion) were withdrawn from circulation and restrictions on bank deposits were lifted. In the same year, the population began to restore its confidence in the financial system (deposits increased by 26.2% in nominal terms in 2003).

 

This recovery also improved the profitability of the financial system, in part helped by Central Bank regulations which allowed banks to defer the losses arising from Amparos and to value government debt at full value. During this period, the Central Bank introduced a series of interest rate reductions causing annual rates on 180-day LEBACs to plunge from 46.0% to 3.7%. In a market characterized by high liquidity and with little demand for credit, banks were driven to cut interest rates on time deposits from 21.3% at the end of 2002 to 3.6% at the end of 2003.

 

Growth Consolidation

 

In the post-crisis years, the Argentine economy continued to grow. Deposits continued to increase in 2004, growing to approximately Ps.22.0 billion (representing a 23.3% increase) in such year. There was also a resurgence of time deposits fueled by institutional investor placements (of more than Ps.1.0 million), which grew by 54.7% (Ps.7.5 billion) and, more specifically, CER-adjusted deposits, used for the most part by institutional investors, which reached Ps.7.4 billion at the end of 2005. Due to this increase, the Central Bank extended the minimum term of CER-adjusted deposits from 180 to 365 days.

 

At the same time, the non-financial private sector loan volume reversed its downward trend, and total nominal loans to the private sector began to show a positive trend with an increase of 22.9% (Ps.7.7 billion) in 2004. This was mainly due to the active participation of domestic private banks in commercial credit (through overdrafts, documents and leasing) and consumer loans (through personal loans and credit cards). This growth in non-financial private sector loans accelerated in 2005, reaching 9.6% of the GDP, with a growth of 36.1% in 2005 (Ps.14.8 billion), 10.5% of the GDP in 2006 with a growth of 39.3% (Ps.21.9 billion) and 11.4% of GDP in 2007 with a growth of 41.8% (Ps.32.1 billion).

 

Public sector exposure on the balance sheets of banks, representing over 48.9% of assets in the financial system at its highest point, declined to 16.3% by the end of 2007. This decrease is explained, to a great extent, by the gradual marking-to-market of public sector securities and loans, as well as the increase in the private sector loan portfolio.

 

The Argentine Financial System from 2008 to 2010

 

According to the Central Bank, total deposits grew by approximately Ps.30.7 billion (representing a 14.9% increase) in 2008 and by Ps.35.6 billion (representing a 15.1% increase) in 2009. Loans to the non-financial private sector increased by Ps.22.5 billion (representing a 20.4% increase) in 2008 and by Ps.12.4 billion (representing a 9.3% increase) in 2009.

 

According to the Central Bank, total deposits increased by Ps.104.5 billion (representing a 38.4% increase) in 2010 mainly driven by a 67.7% increase in public sector deposits. Non-financial private sector deposits grew approximately by Ps.58.3 billion (representing a 29.3% increase). During 2010, loans to the non-financial private sector increased to Ps.54.0 billion (representing a 37.1% increase). The amount of total loans grew across almost all credit categories, including: promissory notes (63.5%), credit cards (46.5%), automobile and other secured loans (34.3%), personal loans (32.1%), overdrafts (23.7%), mortgages (14.2%) and foreign currency loans, primarily for export financing (39.2%).

 

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During 2010, financial intermediation activity recovered significantly. Private sector credit growth continued accompanied by reductions in delinquency levels. According to the Central Bank, the ratio of non-performing loans demonstrated a downward trend throughout 2010, ending at 2.1% of the portfolio, 140 basis points lower than in late 2009 and the lowest level in the past 15 years. Delinquency reductions were widespread across all credit lines and all types of entities.

 

According to the Central Bank, results for the financial system improved in 2010 with ROAA reaching 2.8%, 50 basis points higher than in 2009 and the highest since 1996. Similarly, ROAE reached 22.6% compared to 19.2% in 2009. The interest spread (or financial margin) stood at 8.6% of assets, while net services fee income remained stable compared to 2009, totaling 3.8% of assets.

 

The Argentine Financial System from 2011 to 2014

 

According to the Central Bank, total deposits increased by Ps.133.2 billion in 2012, representing a 28.8% increase from 2011. Public sector deposits increased by Ps.33.8 billion in 2012, representing a 26.0% increase from 2011. Non-financial private sector deposits increased by Ps.99.4 billion in 2012, representing a 30.3% increase from 2011, primarily driven by a Ps.112.1 billion increase, or a 41.2% increase, in Peso deposits. Further, in 2012, foreign currency deposits declined by Ps.8.5 billion or 14.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.55.0 billion or 49.6% from 2011. Checking accounts increased by Ps.26.4 billion or 34.4% from 2011 and savings accounts increased by Ps.27.6 billion or 37.5% from 2011.

 

Total loans increased by Ps.101.6 billion in 2012, representing a 30.6% increase from 2011. Non-financial private sector loans increased by Ps.92.0 billion or 31.5% from 2011. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.102.5 billion or 41.6% from 2011, while foreign currency loans decreased by Ps.13.6 billion or 33.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.15.8 billion or 53.8% and secured loans increased by Ps.28.3 billion or 52.7%. With respect to consumer credit, credit card loans increased by Ps.18.1 billion or 42.1% and personal loans grew by Ps.16.6 billion or 28.4%. Finally, mortgages and pledge loans registered an increase of Ps.8.0 billion or 29.2% and Ps.5.8 billion or 35.0, respectively.

 

In 2013, the Central Bank reported that total deposits increased by Ps.156.7 billion in 2013, representing a 26.3% increase from 2012. Public sector deposits increased by Ps.38.7 billion, representing a 23.7% increase from 2012. Non-financial private sector deposits increased by Ps.116.5 billion in 2013, representing a 27.2% increase from 2012, primarily driven by a Ps.111.8 billion increase, or a 29.1% increase, in Peso deposits. Further, in 2013, foreign currency deposits increased by Ps.6.9 billion or 14.1%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.54.6 billion or 32.9% from 2012. Checking accounts increased by Ps.22.0 billion or 21.4% from 2012 and savings accounts increased by Ps.31.3 billion or 31.0% from 2012.

 

Total loans also increased by Ps.129.4 billion in 2013, representing a 29.8% increase from 2012. Non-financial private sector loans increased by Ps.118.2 billion or 30.8% from 2012. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.119.9 billion or 34.3% from 2012, while foreign currency loans declined by Ps.3.1 billion or 11.7% from 2012. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.7.6 billion or 16.8% and secured loans increased by Ps.35.0 billion or 42.7%. With respect to consumer credit, credit card loans increased by Ps.27.3 billion or 44.8% and personal loans grew by Ps.23.7 billion or 31.5%. Finally, mortgages and pledge loans registered an increase of Ps.8.6 billion or 24.2% and Ps.9.3 billion or 41.4%, respectively.

 

In 2014, total deposits increased by Ps.227.0 billion, representing a 30.2% increase from 2013, as reported by the Central Bank. Public sector deposits increased by Ps.53.5 billion in 2014, representing a 26.4% increase from 2013. Non-financial private sector deposits increased by Ps.170.6 billion in 2014, representing a 31.3% increase from 2013, primarily driven by a Ps.152.2 billion increase, or a 30.7% increase in Peso deposits. Further, in 2014, foreign currency deposits increased by Ps.0.5 billion or 5.8%. In terms of Peso deposits, the most significant were savings accounts, registering a Ps.43.2 billion or 32.6% increase from 2013, followed by checking accounts, which increased by Ps.41.4 billion or 33.0% from 2013. Moreover, time deposits increased by Ps.62.6 billion or 28.4% from 2013.

 

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The Central Bank reported that total loans increased by Ps.102.9 billion in 2014, representing an 18.3% increase from 2013. Non-financial private sector loans increased by Ps.102.2 billion or 20.4% from 2013. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.94.8 billion or 20.2% from 2013, while foreign currency loans increased by Ps.4.9 billion or 20.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.12.1 billion or 23.0% and secured loans increased by Ps.21.2 billion or 18.1%. With respect to consumer credit, credit card loans increased by Ps.33.0 billion or 37.3% and personal loans grew by Ps.19.0 billion or 19.2%. Finally, mortgages and pledge loans registered an increase of Ps.4.0 billion or 9.1% and Ps.1.1 billion or 3.4%, respectively.

 

In 2011, financial intermediation activity continued to increase. At the same time, the financial system experienced an additional reduction in delinquencies. According to the Central Bank, the percentage of non-performing loans in the private sector decreased to 1.4% of the total debt portfolio at December 2011, which was at the lowest level in 11 years. The reduction was widespread across all credit lines and categories of borrowing. The low default trend continued in 2012, although it increased slightly from 1.4% to 1.7%, still remaining at historically low levels. In 2013, the default rate remained constant at 1.7% and in 2014 increased to 2.0%.

 

According to the Central Bank, ROAA was 4.1% in 2014, 3.4% in 2013, 2.9% in 2012, 2.7% in 2011 and 2.8% in 2010; and ROAE for the financial system was 32.7% in 2014, compared to 29.5% in 2013, 25.7% in 2012 and 25.3% in 2011. Further, the Central Bank indicated that the interest rate margin increased to 11.7% of assets during 2014. Net income from services during 2014 remained constant at 4.3% of assets, compared to 4.2% in 2012, 3.9% in 2011 and 3.8% in 2010. Loan loss provisions resulting from the increase in private loan delinquencies totaled 1.0% of assets in 2014, compared to 1.1% in 2013, 0.9% in 2012, 0.7% in 2011 and 0.8% in 2010.

 

According to the Central Bank and INDEC, loans to the private sector, as a percentage of GDP, were 12.1% as of December 31, 2014. Loans to the private sector as a percentage of GDP were 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the IDB. We believe Argentina’s 2014 ratio demonstrates an opportunity for credit expansion.

 

Argentine Financial System Statistics from 2004 to 2014

 

The following table shows the 2004-2014 evolution of major balance sheet items for the financial system:

 

    December 31,
    (in millions of Pesos)
    2004   2005   2006   2007   2008   2009   2010   2011   2012   2013   2014
Assets     212,562       221,962       258,384       297,963       346,762       387,381       510,304       628,381       790,026       1,004,775       1,340,548  
Liabilities     188,683       195,044       225,369       261,143       305,382       339,047       452,752       558,264       699,205       883,086       1,172,335  
Shareholders’
equity
    23,879       26,918       33,014       36,819       41,380       48,335       57,552       70,117       90,820       121,689       168,213  
Capital, contributions, reserves     43,770       37,440       36,859       37,930       38,571       39,538       41,204       44,587       59,395       73,219       89,307  
Retained earning     (19,891 )     (10,522 )     (3,845 )     (1,172 )     2,809       8,797       16,348       25,530       31,426       48,471       78,907  
Loans     73,617       84,171       103,668       132,157       154,719       169,868       230,127       332,317       433,925       563,344       666,260  
Non-financial public sector     30,866       25,836       20,874       16,772       17,083       20,570       25,907       31,346       39,951       48,438       51,470  
Financial sector     1,697       2,450       4,962       5,030       4,793       4,052       5,018       9,263       10,299       13,049       10,729  
Non-financial private sector     41,054       55,885       77,832       110,355       132,844       145,247       199,202       291,708       383,674       501,857       604,062  
Provisions     (7,500 )     (4,930 )     (3,728 )     (4,089 )     (4,744 )     (5,824 )     (6,232 )     (7,173 )     (9,596 )     (13,117 )     (17,054 )
Deposits     116,655       136,492       170,898       205,550       236,217       271,853       376,344       462,517       595,764       752,422       979,388  
Non-financial public sector     31,649       34,019       45,410       48,340       67,151       69,143       115,954       129,885       163,691       202,434       255,914  
Non-financial private sector     83,000       100,809       123,431       155,048       166,378       199,278       257,595       328,463       427,857       544,331       714,878  

 

 

Source: Central Bank

 

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The table below shows the evolution of the number of financial institutions in the system:

 

   December 31,
   2004  2005  2006  2007  2008  2009  2010  2011  2012  2013  2014
Banks    73    71    72    67    67    66    64    64    65    66    65 
Public banks    14    13    12    12    12    12    12    12    12    12    12 
Private banks    59    58    60    55    55    54    52    52    53    54    53 
Private argentine capital banks    32    34    35    33    33    32    32    31    33    34    33 
Foreign capital domestic banks    13    12    13    12    12    12    11    12    11    11    11 
Foreign financial institution branch banks   12    11    11    9    9    9    9    9    9    9    9 
Financial companies   16    16    16    16    15    15    14    14    14    15    15 
Credit unions   2    2    2    2    2    2    2    2    2    1    1 
Total financial institutions   91    89    90    85    84    83    80    80    81    82    81 

 

Source: Central Bank

 

The graph below shows the evolution of loans and deposits growth in Argentina:

 

 

 

 

 Source: Central Bank

 

The graph below shows the evolution of private loans as a percentage of GDP compared to that of other Latin American countries:

 

 

 

 

Source: IDB

 

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The graph below shows the evolution of the private loans portfolio composition in Argentina:

 

 

 

 

Source: Central Bank

 

The graph below shows the evolution of non-performing loan ratios in Argentina:

 

 

 

 

Source: Central Bank

 

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The following graph shows the evolution of non-performing loans coverage, measured as allowances over non-performing loans:

 

 

  

 

Source: Central Bank

 

The following graphs show the evolution of ROAA and ROAE in Argentina:

 

 

 

 

 

Source: Central Bank

 

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The following tables show market share of Argentine banks in terms of assets, loans and deposits as of December 31, 2014:

 

Market Share of Assets   Market Share of Loans
Banco Nación 28.4%   Banco Nación 18.7%
Banco Provincia 7.9%   Banco Provincia 9.1%
Banco Santander Río S.A. 7.1%   Banco Santander Río S.A. 8.5%
Banco Galicia y Buenos Aires S.A. 6.6%   Banco Galicia y Buenos Aires S.A. 7.6%
BBVA Francés 5.5%   BBVA Francés 6.2%
Banco Macro S.A. 5.1%   Banco Macro S.A. 6.1%
HSBC S.A. 3.7%   Banco Ciudad 4.3%
Credicoop 3.2%   HSBC S.A. 4.1%
Banco Ciudad 3.2%   Banco Patagonia S.A. 3.5%
Banco Patagonia S.A. 2.9%   Credicoop 3.3%
ICBC 2.9%   ICBC 3.1%
Citibank 2.3%   Citibank 2.9%
Banco Hipotecario 2.2%   Banco Hipotecario 2.5%
Banco Supervielle 1.6%   Banco Supervielle 2.1%
Banco Provincia de Córdoba 1.6%   Banco Provincia de Córdoba 1.9%

 

Market Share of Deposits
Banco Nación 30.0%
Banco Provincia 9.2%
Banco Santander Río S.A. 7.1%
Banco Galicia y Buenos Aires S.A. 6.5%
BBVA Francés 5.3%
Banco Macro S.A. 4.9%
Credicoop 3.8%
HSBC S.A. 3.6%
Banco Ciudad 3.5%
Banco Patagonia S.A. 2.8%
ICBC 2.5%
Citibank 2.3%
Banco Hipotecario 1.9%
Banco Provincia de Córdoba 1.8%
Supervielle 1.7%

 

With respect to the distribution network, as of December 31, 2014, the financial system had 4,401 branches, 1,686 customer service and collection centers and 18,880 ATMs, with coverage throughout Argentina. The table below shows the distribution of the network by jurisdiction as of December 31, 2014.

 

Jurisdiction  Branches  Customer Service and Collection Centers  ATMs
City of Buenos Aires    809    318    3,913 
Buenos Aires    1,347    637    5,900 
Catamarca    25    5    112 
Córdoba    441    156    1,629 
Corrientes    87    31    241 
Chaco    62    65    254 
Chubut    99    14    287 
Entre Ríos    139    22    525 
Formosa    20    14    136 
Jujuy    32    16    234 
La Pampa    108    11    147 
La Rioja    27    11    99 
Mendoza    159    68    709 
Misiones    63    12    328 
Neuquén    96    27    267 
Río Negro    72    18    334 
Salta    62    29    418 
San Juan    38    18    242 
San Luis    52    21    204 
Santa Cruz    46    7    191 
Santa Fe    460    124    1,927 
Santiago del Estero    53    12    204 
Tucumán    81    40    458 
Tierra del Fuego   23   10   121 
Total   4,401   1,686   18,880 

 

 

Source: Central Bank

 

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EXCHANGE RATES

 

From April 1, 1991 until the end of 2001, Law No. 23,928 (the “Convertibility Law”) established a regime under which the Central Bank was obliged to sell U.S. dollars at a fixed rate of one Peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted Law No. 25,561 (as amended and supplemented, the “Public Emergency Law”), formally ending the regime of the Convertibility Law, abandoning over ten years of U.S. dollar-Peso parity and eliminating the requirement that the Central Bank’s reserves in gold, foreign currency and foreign currency denominated debt be at all times equivalent to 100% of the monetary base.

 

The Public Emergency Law, which has been extended on an annual basis as is in effect until December 31, 2015, granted the Argentine government the power to set the exchange rate between the Peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the Peso has been allowed to float freely against other currencies since February 2002, although the Central Bank has the power to intervene by buying and selling foreign currency for its own account, a practice in which it engages on a regular basis.

 

After several years of moderate variations in the nominal exchange rate, in 2012 the Peso lost approximately 14% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 30%, including a loss of approximately 24% in January 2014. The Peso has continued to gradually depreciate over the course of 2015, showing a 10% devaluation from January 1, 2015 to September 30, 2015.

 

The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the Peso will not depreciate or appreciate again in the future. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos.

 

    Exchange Rates
    High(1)   Low(1)   Average(1)(2)   Period-end(1)(3)
2010       3.9857       3.7942       3.9127       3.9758  
2011       4.3035       3.9715       4.1302       4.3032  
2012       4.9173       4.3048       4.5515       4.9173  
2013       6.5180       4.9228       5.4789       6.5180  
2014       8.5555       6.5430       8.1188       8.5520  
2015                                  
January 2015       8.6395       8.5537       8.6024       8.6395  
February 2015       8.7260       8.6488       8.6859       8.7243  
March 2015       8.8197       8.7310       8.7790       8.8197  
April 2015       8.9047       8.8260       8.8657       8.9047  
May 2015       8.9893       8.9103       8.9487       8.9893  
June 2015       9.0865       8.9965       9.0416       9.0865  
July 2015       9.1873       9.0920       9.1425       9.1873  
August 2015       9.2955       9.1937       9.2433       9.2955  
September 2015       9.4192       9.3020       9.3652       9.4192  
October 2015       9.5460       9.4263       9.4896       9.5460  
November 2015       9.6880       9.5540       9.6272       9.6880  
December 2015(4)       9.7875       9.6975       9.7369       9.7875  
                                     

 

(1)Reference exchange rate published by the Central Bank.

(2)Based on daily averages.

(3)The exchange rate used in our financial statements.

(4)Through December 14, 2015.

 

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EXCHANGE CONTROLS

 

In January 2002, with the approval of the Public Emergency Law, Argentina declared a public emergency situation in its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the Peso and foreign currencies and to issue foreign exchange-related rules and regulations. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) a single and free-floating foreign exchange market (hereinafter, “MULC” as per the initials in Spanish) through which all foreign exchange transactions in foreign currency must be conducted, and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposed by the Central Bank (please see below for a summary of the main regulations).

 

On June 9, 2005, through Decree No. 616/2005, the Argentine Executive Branch mandated that (i) all inflows of funds into the local foreign exchange market arising from foreign debts incurred by residents, both individuals or legal entities in the Argentine private sector, except for those concerning foreign trade financing and primary issuances of debt securities admitted to public offering and listed in authorized markets; and (ii) all inflows of funds by non-residents channeled through the MULC and aimed at being held in local currency, acquiring all types of financial assets or liabilities in the financial or non-financial private sector (except for foreign direct investments and primary issuances of debt securities and shares admitted to public offering and listed in authorized markets), and investments in securities issued by the public sector and acquired in secondary markets, must meet the following requirements: (i) such inflows of funds may only be transferred outside the local foreign exchange market at the expiration of a term of 365 calendar days as from the date of settlement of such funds into Pesos; (ii) the proceeds of such inflows of funds must be credited to an account in the local banking system; (iii) a non-transferable and non-interest-bearing deposit for 30% of the amount of the transaction must be kept in Argentina for a period of 365 calendar days, in accordance with the terms and conditions set forth in the applicable regulations (the “Deposit”); and (iv) the Deposit is to be denominated in U.S. dollars and held in Argentine financial institutions and it may not be used to guarantee or as collateral of any type of credit transactions. The requirements of Decree 616/2005 were subsequently eased, as detailed below.

 

Within this context and pursuant to Communication “A” 4359 as amended, the Central Bank issued regulations relating to the Deposit, which must be made as soon as foreign currency is transferred into Argentina through the MULC in the following cases:

 

(i)Financial indebtedness incurred by the financial sector and by the private, non-financial sector, except for primary issuances of publicly traded and listed debt securities;

 

(ii)Primary issuance of shares by resident companies whose shares are neither registered for public offering nor listed in any authorized market, to the extent they do not qualify as “foreign direct investment”;

 

(iii)Portfolio investments by non-residents to be applied to holdings of local currency and financial assets and liabilities in the financial sector and in the private, non-financial sector, to the extent they do not relate to the primary issuance of publicly traded and listed debt securities or publicly traded and listed shares issued by resident companies; and

 

(iv)Portfolio investments by non-residents to be applied to the acquisition of rights in secondary markets concerning securities issued by the public sector.

 

On the basis of Resolution No. 365/2005 of the Ministry of Economy and Production, starting on June 29, 2005, inflows of funds resulting from the following transactions are also subject to the Deposit, pursuant to Communication “A” 4377:

 

(i)Portfolio investments by non-residents to be applied to the primary subscription of securities issued by the Central Bank; and

 

(ii)proceeds from the sale of off-shore assets by private sector residents, in the amount that exceeds the equivalent of US$2,000,000 per calendar month, in the aggregate of the institutions authorized to conduct foreign exchange transactions.

  

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In addition, pursuant to Resolution No. 637/2005 of the Ministry of Economy and Production, starting on November 17, 2005, all inflows of funds into the local foreign exchange market aimed at the subscription of primary issuances of notes, bonds or participation certificates issued by the trustee of a trust, either registered or not for public offering and regardless of their being listed in authorized markets, are required to comply with the Deposit insofar as the inflow of funds for the acquisition of any of the trust assets would be subject to the Deposit (Communication “B” 8599).

 

For foreign currency inflows denominated other than in U.S. dollars, the foreign exchange rates to be considered upon determining the amount of the Deposit are those applicable to repo transactions at the close of the foreign exchange market as quoted by Banco de la Nación Argentina on the business day immediately preceding the date when the Deposit is made. The following transactions are the main exceptions to the Deposit:

 

(i)Foreign currency settlements by residents resulting from foreign currency-denominated loans granted by local financial institutions.

 

(ii)inflows of foreign currency into the foreign exchange market due to direct investment contributions in Argentina (i.e., investments in real estate or ownership interests of at least 10% in the capital stock or voting rights of local companies) and sales of ownership interests in local companies to direct investors, to the extent certain documentation set forth by Communication “A” 5532 is presented;

 

(iii)all types of inflows of funds into Argentina by Multilateral and Bilateral Credit Agencies and Official Credit Agencies (as listed in the Exhibit to Communication “A” 4662, as subsequently amended and supplemented from time to time) either directly or through their related agencies, insofar as such funds pertain to transactions conducted in full compliance with their purposes (Communication “A” 4377);

 

(iv)financial indebtedness with non-resident creditors of the financial sector and of the private, nonfinancial sector, to the extent the proceeds from the foreign exchange settlement are simultaneously applied, net of taxes and expenses, to: (i) the acquisition of foreign currency to repay external debt services and (ii) the formation of long-term off-shore assets (Communication “A” 4377);

 

(v)financial indebtedness with non-resident creditors of the private, non-financial sector, to the extent it has been incurred and repaid in an average term of not less than two years, including principal and interest payments, and the loan proceeds are applied to investments in non-financial assets (Communication “A” 4377); and

 

(vi)inflows into the foreign exchange market arising from repatriations of off-shore assets of resident legal entities, when the proceeds from the sale of such assets are destined for the acquisition of non-financial assets as listed under Communications “C” 42303, 42884, 44670 and 46394.

 

(vii)Inflows of funds into the foreign exchange market arising from repatriations of resident individuals and legal entities’ external off-shore assets, when the proceeds from the sale of such assets are destined for new capital contributions into resident companies and such companies apply them to the acquisition of non-financial assets as listed in Communications “C” 42303, 42884, 44670 and 46394.

 

The following is a description of the main aspects of Central Bank regulations concerning inflows and outflows of funds in Argentina.

 

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Inflow of Capital

 

Capital

 

Foreign indebtedness incurred by (i) the private non-financial sector in connection with bonds and financial loans; and (ii) the financial sector in connection with bonds, financial loans (including repos of securities), and offshore financial credit lines, are to be settled through the MULC (Communication “A” 5265 as amended).

 

Debt issuances by the private (financial and non-financial) sector denominated in foreign currency, with principal and interest services not solely payable in Pesos in Argentina are to be subscribed in foreign currency and the proceeds must be settled through the MULC (Communication “A” 5265 as amended).

 

Transfer and settlement of such funds through the foreign exchange market shall be conducted within a term of up to 30 calendar days as from the date of the disbursement abroad and shall be subject to the rules and regulations in force on the date the foreign currency is settled through the MULC (Communication “A” 5265 as amended).

 

Any new financial indebtedness channeled through the MULC and any debt renewal with foreign creditors incurred by Argentine residents from the financial sector and from the private, non-financial sector, must be agreed and maintained for terms of at least 365 calendar days as from the date of settlement of the funds or renewal of the debt, as applicable, and they may not be prepaid before the lapse of said term, irrespective of the manner of cancellation of the obligation to the foreign creditor and of whether said cancellation is effected with or without access to the MULC (Communication “A” 5265 as amended).

 

Exempted from the provisions described in the preceding paragraph are the primary issuances of publicly traded and listed securities.

 

Outflow of Capital

 

Payment of Services

 

There are no restrictions on remittances abroad for payment of services rendered by non-residents, irrespective of the item (freights, insurance, royalties, technical assistance, fees, etc.) (Communication “A” 5264, as amended). Access to the MULC for such payments requires the filing of documentation by residents evidencing the authenticity of the transaction related to the type of service rendered and the amount to be transferred abroad.

 

Additionally, certain items including, among others, royalties, patents and trademarks, technical or professional assistance and commercial commissions, may require prior authorization from the Central Bank in specific circumstances, such as whenever (a) the beneficiary is a person (natural or legal entity): (i) related to the local debtor either directly or indirectly pursuant to the definitions of Communication “C” 40209; or (ii) the beneficiary is a person (natural or legal entity) not organized, domiciled or resident in dominions, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” pursuant to the provisions of section 1 of Decree 589/2013, as amended and supplemented; or (iii) when the payment abroad is performed in a tax haven jurisdiction, and (b) the contracts involved generate payments or new debt (in the calendar year, at the foreign exchange local market concept code level and regarding the debtor) over US$ 100,000 (Communication “A” 5295).

 

Payment of Profits (Interest, Earnings and Dividends)

 

Access to the MULC is granted for payment of interest services in the private, non-financial sector and in the financial sector (Communication “A” 5264, as amended) in the following circumstances: (i) if applicable regulations allow the repayment of the debt corresponding to such interest service and if all general regulatory requirements related to principal repayment are met; (ii) if the settlement of the currency is made within 10 calendar days of the maturity date of each interest payment; and (iii) if the interest payment is for the unpaid amounts accrued from the date of settlement of the foreign currency originating the foreign indebtedness or within 48 hours from the date of disbursement of the funds abroad and until settlement thereof through the MULC(within 48 hours from disbursement).

 

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In addition, access to the MULC is permitted for remittances abroad to pay earnings and dividends insofar as they arise from closed and audited financial statements (Communication “A” 5377).

 

In order to proceed with remittances abroad for payment of interest on debt of all types, earnings and dividends, the entities involved must first verify that the debtor has complied with the reporting of (i) outstanding foreign indebtedness imposed under Communication “A” 3602 dated May 7, 2002 and (ii) direct investments pursuant to Communication “A” 4237 dated November 10, 2004, if applicable.

 

Financial Debts

 

Payment of principal under foreign financial indebtedness incurred by Argentine residents in the financial sector and in the private, non-financial sector (except in the case of payment of primary issuances of publicly traded and listed debt securities) may only proceed after the expiration of a 365 calendar-day term as from the date of settlement of the loan proceeds or any other applicable minimum term imposed that may apply.

 

Pursuant to Communication “A” 5604, access to the MULC for the prepayment of principal under foreign indebtedness incurred by Argentine residents of the private, non-financial sector, is allowed:

 

(i)at any time within 10 business days prior to maturity, to the extent the applicable minimum stay-period has been complied with; or

 

(ii)with the necessary operational anticipation for the payment of principal installments, whose payment depends on the enforcement of specific contractual conditions, or

 

(iii)before such 10-business-days term, if the payment is entirely financed with external funds destined to capital contributions to the extent the applicable minimum stay-period has been complied with, or

 

(iv)before such 10-business-days term, if the payment is entirely financed with new foreign loans granted by international financial institutions and agencies, official foreign credit agencies and foreign banks, and to the extent that: (i) such payments were expressly established as a condition to grant the new credits, (ii) it meets the conditions of being considered a foreign debt issuance through the issuance of bonds or other debt instruments. In each case it is necessary that: (a) the average life of the new debt is longer than the average remaining life of the debt repaid in advance considering in both cases payments of principal and interest and (iii) such payment does not imply an increase in the current value of the foreign indebtedness of the debtor.

 

The current value of the debt must be calculated by discounting the future maturities of principal and interest, to the implicit rate resulting from considering the internal rate of return on foreign debt issuance of the National Government.

 

Finally, regarding access to the MULC for the payment of interest accrued on unpaid debts or debts canceled simultaneously with the payment of interest, the purchase of foreign currency in the MULC may be completed in a period not in excess of 10 business days prior to the due date of each installment of interest computed in arrears, excluding the possibility of calculating the amount of accrued interest.

 

Other Regulations

 

Sales of Foreign Currency to Non-residents

 

Communication “A” 4662 as subsequently amended published a restatement of, as well as newly-issued, regulations applicable to access to the MULC by non-residents (as per the definitions contained in the IMF’s Balance of Payments Manual, fifth edition, chapter IV).

 

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In this respect, no prior Central Bank approval is required for any of the following transactions conducted by non-residents insofar as all the requirements imposed in each case have been met:

 

(i)Purchase of foreign currencies for remittances abroad provided that the documentation prescribed by the previously mentioned regulations has been furnished, in the examples stated below, when transactions relate to, or pertain to collections in Argentina, of:

 

1.1.Financial indebtedness originating in external loans of non-residents.

 

1.2.Recovery of claims in local bankruptcy proceedings and collection of debts under reorganization proceedings to the extent that the non-resident client has been recognized as creditor by a final non-appealable decision of the court of such proceedings.

 

1.3.Repatriations of direct investments in companies in the private, non-financial sector that do not control local financial institutions and/or real estate, disbursed after October 28, 2011 and transferred into Argentina through the MULC, provided that (i) the investor has maintained such direct investment for at least 365 calendar days; and (ii) the foreign beneficiary is either a natural or legal entity residing or incorporated and established in, or the payment is performed, in domains, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” according to the provisions of section 1 of Decree 589/2013, as amended and supplemented (Communication “A” 5649) for the following purposes:

 

1.3.1.Sale of the direct investment.

 

1.3.2.Final liquidation of the direct investment.

 

1.3.3.Capital reduction decided by the local company.

 

1.3.4.Reimbursement of irrevocable contributions by the local company.

 

1.4.Collections of services or sales proceeds of other portfolio investments (and their profits) provided that, in the aggregate, they do not exceed the equivalent of US$500,000 per calendar month per individual or legal entity, in all of the entities authorized for dealing in foreign exchange, provided that (i) the funds were transferred into Argentina through the MULC at least 365 days prior to the repatriation date and (ii) the foreign beneficiary is either a real or legal person residing in or incorporated and established in domains, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” according to the provisions of Art. 1 of Decree 589/2013, as amended and supplemented (Communication “A” 5649). These portfolio investment repatriations include, but are not limited to, portfolio investments in shares and ownership interests in local companies, investments in mutual funds and local trusts, purchases of portfolios of loans granted to residents by local banks, purchases of invoices and promissory notes for local business transactions, investments in local bonds issued in Pesos and in foreign currency payable locally, as well as purchases of other internal receivables.

 

1.5.Indemnifications awarded by local courts in favor of non-residents.

 

1.6.Payments of Argentine imports.

 

(ii)purchases of foreign currency by (i) diplomatic and consular representatives and diplomatic staff authorized in the country, and (ii) representations from courts, authorities or departments, special missions, bilateral commissions or bodies established by international treaties or agreements, to which Argentina is a party, to the extent that such transfers are made in the exercise of their respective functions; and

 

(iii)purchases of foreign currency by international organizations and institutions acting as official export credit agencies, as listed in communication “A” 4662 (as amended and supplemented).

  

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Any transactions not covered by Communication “A” 4662, as amended, are subject to prior Central Bank approval.

 

Formation of Off-shore Assets by Residents

 

Communication “A” 5526 has rearranged and set forth new regulations, effective as from January 27, 2014, concerning access to the MULC for the formation of off-shore assets, with and without specific allocation by resident individuals and legal entities not authorized to deal in foreign exchange, certain trusts and other estates domiciled in Argentina, as well as by local governments.

 

These regulations grant access to the MULC to Argentine residents for the formation of off-shore assets when the regulatory requirements are met for each particular situation and the rest of the transactions are subject to the prior authorization from the Central Bank.

 

Access to the MULC is allowed for the purchase of off-shore assets with a specific application to local assets for the following transactions:

 

(i)Purchases of foreign currency bills by local governments for their deposits in local accounts held in financial institutions in accordance with the conditions imposed on disbursements of loans granted by International Agencies;

 

(ii)purchases of foreign currency bills for their deposit in local bank accounts with the concept code “Purchase of foreign currency for its application to investment projects” immediately upon receiving the proceeds from the financings contemplated in Communications “A” 4785 5265 (7.1 and 7.3) and subject to the compliance of the conditions set forth therein;

 

(iii)purchases of foreign currency bills by state-owned companies and companies under the control of the government and trusts set up with Argentine public sector funds acquired for their deposit in local accounts used as collateral, in order to guarantee letters of credit or other bank guarantees to secure imports of goods into Argentina and insofar as the funds used for the purchase have been contributed by the Argentine Treasury and the remaining conditions laid down in paragraph 2.3 of the annex of Communication “A” 5526 have been met;

 

(iv)purchases of foreign currency bills for deposit in local bank accounts by companies in the non-financial private sector, which carry overdue unpaid debts to foreign creditors and that as of the date of access to the MULC have submitted a debt refinancing proposal to their foreign creditors. The acquired amounts must not exceed the amount of the debt principal and interest services overdue according to the original repayment schedule or 75% of any cash payments included in the refinancing proposal and the remaining conditions set forth in paragraph 2.4 of the annex of Communication “A” 5526 must have been met as well;

 

(v)purchases of foreign currency bills by mutual funds to pay, in Argentina, for the redemption of shares held by clients outside the scope of paragraph 1.b. of Communication “A” 4377 (public sector) and to the extent that foreign currency for the same amount has been received to that end;

 

(vi)purchases of foreign currency bills by stock exchange agents in Argentina who comply with the conditions set forth in paragraph 2.6 of the annex of Communication “A” 5526, as amended, and that are applied —within the 24 business hours following the settlement of the currency to the payment of securities issued by non-residents and listed in Argentina and abroad purchased from clients outside the scope of paragraph 1.b. of Communication “A” 4377; and

 

(vii)purchases of foreign currency bills for deposit in local bank accounts by local governments and/or the non-financial private sector for the issuance of new securities and other debt instruments registered for public offering and listed in any self-regulated market, to the extent they qualify as foreign debt issuances, foreign financial loans and direct investment contributions, up to 90% of the foreign currency proceeds inflow into Argentina, simultaneously applied and for a period not exceeding 180 consecutive days.

 

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When it comes to the formation of off-shore assets by residents without a mandatory specific subsequent application, resident individuals have access to the MULC for the purchase of foreign currency according to their incomes declared to the Argentine tax authority and other relevant parameters. The amount that resident individuals can purchase within this framework will be determined by the “Foreign Exchange Transactions Consult Program” available on the website of the Argentine tax authority.

 

Pursuant to Communication “A” 5245, dated November 10, 2011 (as amended and supplemented), all entities authorized to conduct operations related to foreign exchange must obtain prior approval by the Argentine tax authorities to execute any sale of foreign currency on behalf of their clients, as set forth by the “Foreign Exchange Transactions Consult Program.” Transactions by local governments, international organizations and institutional export credit agencies listed in Communication “A” 4662 (as amended and supplemented), diplomatic and consular offices and personnel, and local offices of certain foreign governments and international organizations, are exempted from the program. The prior approval is not applicable to the sale of foreign currency for purposes different to formation of off-shore assets by residents without a specific subsequent application and for travelling and tourism purposes.

 

Capital Markets

 

Securities-related transactions carried out through stock exchanges and authorized securities markets must be paid using any of the following mechanisms: (i) in Pesos; (ii) in foreign currency through electronic fund transfers from and to sight accounts in local financial institutions; and (iii) through wire transfers against foreign accounts. Under no circumstances is the settlement of these securities purchase and sale transactions to be made in foreign currency bills or through deposits in escrow accounts or in third-party accounts (Communication “A” 4308). Additionally, Communication “A” 4864, effective as of November 3, 2008, further provides that the purchase and subsequent sale of securities on stock exchanges and authorized markets require prior authorization from the Central Bank, unless the securities have been kept in the seller’s portfolio for a minimum period of 72 business hours following the settlement of their purchase.

 

Report of Issuances of Securities and Other Foreign Indebtedness of the Private Financial and Non-financial Sector

 

Pursuant to Communication “A” 3602 dated May 7, 2002, as amended, all individuals and legal entities in the private financial and non-financial sector must report their outstanding foreign indebtedness (whether Peso or foreign currency-denominated) at the end of each quarter. The debts incurred and repaid within the same calendar quarter need not be reported.

 

Direct Investments Report

 

Communication “A” 4237 dated November 10, 2004 established reporting requirements in connection with direct investments made by local residents abroad and by non-residents in Argentina. Direct investments are defined as those that reflect the long-standing interest of a resident in one economy (direct investor) in another economy’s resident entity, such as an ownership interest representing at least 10% of a company’s capital stock or voting rights. The reporting requirements prescribed by this Communication “A” 4237 are to be met on a bi-annual basis.

 

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MARKET INFORMATION

 

Market Price of Our Shares

 

Prior to this offering, there has been no public market for our Class B shares or the ADSs. We cannot assure you that an active trading market will develop for the ADSs or Class B shares, or that the ADSs or Class B shares will trade in the public market subsequent to the offering at or above the initial public offering price. Each ADS will represent Class B shares. We expect the ADSs to trade on the NYSE under the symbol “ “ and the Class B shares to be listed on the MERVAL under the symbol “ .”

 

Trading in the Argentine Securities Market

 

The securities market in Argentina is comprised of 14 markets. Securities listed on these markets include, among others, corporate equity and bonds and government securities.

 

MERVAL and the Mercado Abierto Electrónico S.A. (“MAE”) are the principal markets in Argentina and are two of the largest markets in Latin America in terms of market capitalization. The MERVAL handles approximately 95% of all equity trading in Argentina.

 

Although companies may list all of their capital stock on the MERVAL, in most cases the controlling shareholders retain the majority of a company’s capital stock. This results in only a relatively small percentage of most companies’ stock being available for active trading by the public on the MERVAL.

 

In order to control price volatility, the MERVAL operates a system pursuant to which the negotiation of a particular stock or debt security is suspended for a 15-minute period when the price of the security registers a variation on its price between 10% and 15% and between 15% and 20%. Any additional 5% variation on the price of the security after that results in additional 10-minute successive suspension periods. MAE operates a similar system that suspends the negotiation of securities of a particular issuer for 30 minutes when the price of the debt security registers a 10% price variation against the closing price on the previous day. If after the 30-minute suspension the price of the debt security increases or decreases an additional 15% against the closing price on the previous day, the trading of the debt security is suspended for the rest of the day. Trading on the issuer’s debt securities is resumed on the following day.

 

In 2013, the shareholders of the MERVAL and the Buenos Aires Stock Exchange entered into a framework agreement to create Bolsas y Mercados Argentinos S.A. for the purposes of operating a stock market in accordance with the requirements of Law No. 26,831. The new entity will be formed by a spin-off of certain assets of the MERVAL relating to its stock market operations and the Buenos Aires Stock Exchange will make further capital contributions to such entity. In addition, request to the CNV has been made for authorization of a public offering of the shares of such entity. The MERVAL and the Buenos Aires Stock Exchange also entered into memoranda of understanding with Mercado de Valores de Cordoba S.A. to integrate the stock market of Córdoba into a federal stock market managed by Bolsas y Mercados Argentinos S.A., and with several brokers of the city of Santa Fe, Province of Santa Fe, for them to act within such federal market.

 

As of the date of this prospectus, the required authorization from the CNV with respect to the spin-off mentioned above and the public offering of the shares of Bolsas y Mercados Argentinos S.A. is pending.

 

CNV Resolution No. 17,501/2014 dated September 11, 2014 authorized the Buenos Aires Stock Exchange to act as a qualified entity for purposes of carrying out the activities referred to in paragraph b), f) and g) of Article 32 of the Law No. 26,831 on account of the delegation by the MERVAL pursuant to the “Agreement on Delegation of Functions” dated February 26, 2014 between the Buenos Aires Stock Exchange and MERVAL. As a result, the Buenos Aires Stock Exchange is authorized to suspend and cancel the listing or trading of securities in the form prescribed by the applicable regulations. In this context, on January 8, 2015, the MERVAL set the terms on which the delegation to the Buenos Aires Stock Exchange is to be implemented to ensure the continuity of securities trading.

 

70
 

 

Regulation of the Argentine Securities Market

 

The CNV is a governmental entity that oversees the regulation of the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies, mutual funds and clearinghouses. Public offerings and the trading of futures and options are also under the jurisdiction of the CNV. Argentine insurance companies are regulated by a separate government agency, while financial institutions are regulated mainly by the Central Bank. The Argentine securities markets are governed generally by Law No. 26,831, as amended, which regulates securities exchanges, stockbrokers, market operations and public offerings of securities.

 

Most debt and equity securities traded on the exchanges and the over-the-counter market must, unless otherwise instructed by the shareholders, be deposited by shareholders with Caja de Valores S.A. (“Caja de Valores”), which is a corporation owned by the Buenos Aires Stock Exchange, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depositary of Argentina, which provides central depository facilities for securities, acts as a clearinghouse for securities trading and acts as a transfer and paying agent. Caja de Valores also handles settlement of securities transactions carried out by the Buenos Aires Stock Exchange and operates the computerized exchange information system.

 

Although in the first half of the 1990s changes to the legal framework were introduced permitting the issuance and trading of new financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds and futures and options, there was a relatively low level of regulation of the market for Argentine securities and investors’ activities in that market, and enforcement of existing regulatory provisions was extremely limited. However, with the enactment of Law No. 26,831 and its regulatory Decree No.1023, the CNV has been empowered to strengthen disclosure and regulatory standards for the Argentine securities market, which strengthening has been done through changes on the CNV Rules as implemented through Resolution 622/2013.

 

In order to offer securities to the public in Argentina, an issuer must meet certain requirements established by the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by the CNV may be listed on the corresponding authorized market. 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 authorized market.

 

CNV rules also provide that any individual or entity that, either directly or indirectly, purchases or sells securities, alters its direct or indirect participation in the share capital of a publicly traded company, converts debt-securities into stock or exercises purchase or sale options of any such securities must immediately report such purchase, sale, alteration, conversion or exercise to the CNV, provided the securities involved represent at least 5% of the voting rights of the publicly-traded company. Any additional variation in such voting rights must be reported to the CNV.

 

Consequently, the purchase of securities (including the ADSs) that represent at least 5% of our voting rights and, after that, any subsequent purchase, sale, alteration, conversion or exercise of rights) shall have to be reported to the CNV, as set forth above.

 

71
 

 

CAPITALIZATION

 

The following table sets forth our capitalization in accordance with Argentine Banking GAAP as of September 30, 2015 in Pesos and U.S. dollars on an actual basis and as adjusted to reflect the receipt of approximately US$ (Ps.      at the reference exchange rate of Ps.      per US$1.00 reported by the Central Bank on ,      2015) in estimated net proceeds from the issuance and sale of      Class B shares in the global offering, including      ADSs offered by this prospectus. You should read this table in conjunction with “Selected Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Statistical Information” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 

   As of September 30, 2015
   Actual  As adjusted(1)  Actual  As adjusted(1)
      (unaudited)     (unaudited)
   (in thousands of Pesos)  (in thousands of U.S. dollars)
Long-term debt(2)   Ps.1,269,777      US$134,807   US$ 
Non-controlling interests in consolidated subsidiaries   64,336         6,830      
Shareholders’ equity                    
Capital stock   124,485         13,216      
Paid-in capital   91,543         9,719      
Legal reserve   24,897         2,643      
Other reserves   1,458,676         154,862      
Retained earnings  313,983       33,334     
Total capitalization  Ps.3,347,697      US$355,411    

 

 

(1)To reflect global offering.

(2)Debt with maturity of more than one year, of which Ps.8.1 million corresponds to secured financial loans and Ps.1.3 billion corresponds to unsecured financial loans. Includes Ps.799.4 million of the subordinated negotiable obligations due 2017, 2020 and 2021, issued by the Bank in 2010, 2013 and 2014 respectively.

 

For every US$1.00 increase or decrease in the price per ADS (or the Peso equivalent for the Class B shares) received by us in the global offering, our shareholders’ equity will increase or decrease by Ps. (US$ ).

 

72
 

 

DILUTION

 

At September 30, 2015, we had a net tangible book value of Ps.1,787.9 million, corresponding to a net tangible book value of US$        per Class B share or US$       per ADS (Ps.        per Class B share or Ps.       per ADS, using the reference exchange rate published by the Central Bank at September 30, 2015 for Pesos into U.S. dollars of Ps.       to US$1.00 and the ratio of         Class B share to one ADS). Net tangible book value per share represents the amount of our total assets less intangible assets and goodwill, minus our total liabilities, divided by the total number of our shares outstanding at September 30, 2015.

 

After giving effect to the sale by us of 167,000,000 Class B shares offered by us in the global offering, and assuming (i) an offering price of US$         per Class B share, the mid-point of the price range set forth on the cover page of this prospectus (and assuming that ADSs are offered in the global offering at         times that price, reflecting the ratio of Class B shares per ADS) and (ii) the international underwriters have not exercised the option to purchase additional shares and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value estimated at September 30, 2015 would have been approximately Ps.         million, representing US$         per Class B share, or US$         per ADS. This represents an immediate increase in net tangible book value of US$         per Class B share or US$         per ADS to existing shareholders and an immediate dilution in net tangible book value of US$         per Class B share, or US$ per ADS to new investors purchasing Class B shares in the global offering. Dilution for this purpose represents the difference between the price per Class B share or ADS paid by these purchasers and net tangible book value per Class B share or ADS immediately after the completion of the offering.

 

The following table illustrates this dilution to new investors purchasing Class B shares, including Class B shares in the form of ADSs, in the global offering:

 

    At September 30, 2015 
Assumed initial offering price  Class B shares   ADSs 
           
Net tangible book value per Class B share or ADS   US$   US$ 
Increase in net tangible book value per Class B share or ADS attributable to new investors           
Pro forma net tangible book value per Class B share or ADS after the global offering           
Dilution per Class B share or ADS to new investors           
Percentage of dilution in net tangible book value per Class B share or ADS for new investors(1)       

 

 

 

(1)Percentage of dilution for new investors is calculated by dividing the dilution in net tangible book value for new investors by the price of the offering.

 

Each US$1.00 increase (decrease) in the offering price per Class B share or ADS would increase (decrease) the net tangible book value after the global offering by US$         per Class B share or US$          per ADS assuming no exercise of the option to purchase additional shares granted to the international underwriters and the dilution to investors in the offering by US$        per Class B share or US$        per ADS.

 

If the international underwriters exercise the option to purchase additional shares in full, the net tangible book value after the global offering would increase by US$         per Class B share or US$         per ADS and investors in this offering will incur an additional immediate dilution of US$         per Class B share or US$         per ADS.

 

73
 

 

SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

 

The following tables present selected consolidated financial data for us for each of the periods indicated. You should read this information in conjunction with our audited consolidated financial statements and related notes beginning on page F-1, and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

 

We have derived our summary consolidated financial data as of September 30, 2015 and for the nine-month periods ended September 30, 2015 and 2014 from our unaudited interim consolidated financial statements included in this prospectus. Our financial condition and results of operations as of and for the nine-month period ended September 30, 2015 may not be indicative of our financial condition and results of operations at any other date and for any other period. We have derived our selected consolidated financial data as of December 31, 2014 and 2013 and for the three years ended December 31, 2014 from our audited consolidated financial statements included in this prospectus. We have derived our summary consolidated financial data as of December 31, 2012, 2011 and 2010 and for the two years ended December 31, 2011 from our audited consolidated financial statements not included in this prospectus. Our consolidated financial statements as of December 31, 2014 and 2013 and for the three years in the period ended December 31, 2014 have been audited by Price Waterhouse & Co. S.R.L. whose audit report is included elsewhere in this prospectus.

 

We maintain our financial books and records in Pesos and prepare and publish our consolidated financial statements in Argentina in conformity with Argentine Banking GAAP as these are the rules and regulations applied by the Bank, our main subsidiary, which differ in certain significant respects from U.S. GAAP, and from Argentine GAAP. Note 36 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the years ended December 31, 2014 and 2013.

 

Solely for convenience, Peso amounts as of and for the nine-month period ended September 30, 2015 and as of and for the year ended December 31, 2014 have been translated into U.S. dollars. The rate used to translate such amounts (i) as of September 30, 2015 was Ps.9.4192 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars and (ii) as of December 31, 2014 was Ps.8.5520 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars.

 

74
 

  

   Grupo Supervielle S.A.
   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2015  2014  2014  2014  2013  2012  2011  2010
   (in thousands of Pesos or U.S. dollars, as indicated, except for ratios)
Consolidated Income Statement Data                           
Argentine Banking GAAP:                           
Financial income(1)   US$494,592   Ps.4,658,655   Ps.3,467,172   US$555,584   Ps.4,751,352   Ps.3,045,380   Ps.2,210,340   Ps.1,453,929   Ps.923,852 
Financial expenses(2)    (252,663)   (2,379,883)   (1,704,913)   (288,181)   (2,464,526)   (1,303,916)   (818,335)   (581,667)   (337,526)
Gross financial margin    241,929    2,278,772    1,762,259    267,402    2,286,826    1,741,464    1,392,005    872,262    586,326 
Loan loss provisions    (37,795)   (355,994)   (270,402)   (41,687)   (356,509)   (350,535)   (209,798)   (99,079)   (67,827)
Services fee income    211,408    1,991,297    1,530,642    252,902    2,162,820    1,765,659    1,289,651    860,847    608,214 
Services fee expenses    (58,192)   (548,126)   (409,550)   (71,368)   (610,341)   (421,587)   (254,674)   (161,362)   (104,161)
Income from insurance activities    12,096    113,937        995    8,513                 
Administrative expenses    (325,416)   (3,065,154)   (2,222,190)   (352,414)   (3,013,842)   (2,287,201)   (1,807,734)   (1,273,032)   (873,111)
Income from financial transactions    44,030    414,732    390,759    55,831    477,467    447,800    409,450    199,636    149,441 
Miscellaneous income    22,867    215,387    127,898    22,218    190,005    129,245    72,517    54,182    49,928 
Miscellaneous losses    (16,596)   (156,317)   (76,347)   (10,730)   (91,761)   (95,734)   (71,086)   (61,295)   (54,164)
Non-controlling interests result    (1,018)   (9,585)   (9,910)   (1,603)   (13,707)   (10,556)   (9,566)   (5,244)   (11,747)
Income before income tax    49,283    464,217    432,400    65,716    562,004    470,755    401,315    187,279    133,458 
Income tax    (15,950)   (150,234)   (151,294)   (23,279)   (199,084)   (97,765)   (75,110)   (43,686)   (40,749)
Net income for the fiscal period    33,333    313,983    281,106    42,437    362,920    372,990    326,205    143,593    92,709 
U.S. GAAP:                                             
Net income    N/A    N/A    N/A    34,000    290,767    382,896    N/A    N/A    N/A 

 

   Grupo Supervielle S.A.
   As of
September 30,
  As of
December 31,
   2015  2015  2014  2014  2014  2013  2012  2011  2010
   (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
Consolidated Balance Sheet Data                           
Argentine Banking GAAP:                           
Assets                           
Cash and due from banks   US$408,266   Ps.3,845,540   Ps.3,029,749   US$426,694   Ps.3,649,084   Ps.2,662,592   Ps.2,177,218   Ps.1,230,373   Ps.1,017,203 
Government and corporate securities   124,234    1,170,181    1,353,944    117,877    1,008,080    483,990    229,777    336,989    426,148 
Loans:   1,956,134    18,425,216    13,508,367    1,706,803    14,596,580    11,292,289    7,374,673    6,287,984    4,421,273 
to the non-financial public sector    897    8,451    12,759    1,481    12,666    15,699    18,183    19,773    16,765 
to the financial sector    358    3,373    7,541    411    3,514    36,029    63,200    54,482    67,530 
To the non-financial private sector and foreign residents:                                             
Overdrafts    172,628    1,626,021    905,844    116,146    993,284    679,085    488,229    543,148    389,611 
Promissory Notes(3)    578,675    5,450,657    4,894,822    652,912    5,583,705    4,472,631    3,181,314    2,574,592    1,950,699 
Mortgage loans    5,862    55,215    70,287    8,133    69,554    83,660    36,247    53,197    41,000 
Automobile and other secured loans    12,822    120,770    167,268    19,715    168,603    225,901    219,948    197,501    86,122 
Personal loans    624,771    5,884,839    3,983,359    424,677    3,631,840    2,970,622    1,509,756    1,246,834    910,535 
Credit card loans    502,940    4,737,289    3,042,827    431,283    3,688,328    2,410,111    1,719,422    1,150,316    424,798 
Other    96,044    904,656    790,627    92,749    793,192    684,219    379,876    609,906    632,123 
Accrued Interest, adjustments and exchange rate differences receivable    38,362    361,342    289,136    41,843    357,844    257,689    155,074    120,478    64,130 
Documented interest    (20,523)   (193,306)   (240,504)   (33,630)   (287,605)   (200,345)   (110,365)   (114,939)   (59,582)
Other unapplied charges   (44)   (415)   (1,273)   (155)   (1,322)   (1,012)   (753)   (356)   (946)
Allowances    (56,658)   (533,676)   (414,326)   (48,763)   (417,023)   (342,000)   (285,458)   (166,948)   (101,512)
Other receivables from financial
transactions
   234,750    2,211,157    1,902,039    264,688    2,263,612    1,742,721    1,737,001    1,044, 621     694,614 
Receivables from financial leases    104,451    983,846    587,667    68,270    583,846    511,880    594,338    419,511    311,907 
Other assets    150,387    1,416,530    836,865    133,301    1,139,992    724,659    578,562    567,332    388,633 
Total assets    2,978,222    28,052,470    21,218,631    2,717,633    23,241,194    17,418,131    12,691,569(5)   9,886,810    7,259,778 
Average Assets(4)    2,722,613    25,644,837    19,237,782    2,346,354    20,066,019    14,645,841    11,139,240    8,711,384    6,176,566 
Liabilities and shareholders’ equity                                             
Deposits:  US$2,192,483   Ps.20,651,447   Ps.15,159,100   US$1,975,296   Ps.16,892,730   Ps.12,819,178   Ps.9,301,705   Ps.7,238,467   Ps.5,631,210 
Non-financial public sector    99,124    933,669    1,784,716    168,558    1,441,506    1,018,547    701,964    834,098    872,191 
Financial sector    19,737    185,911    148,725    17,635    150,817    100,973    65,302    8,621    40,719 
Non-financial private sector and foreign residents    2,073,622    19,531,867    13,225,659    1,789,103    15,300,407    11,699,658    8,534,439    6,395,748    4,718,300 
Checking accounts    314,384    2,961,249    2,204,697    306,601    2,622,055    2,034,593    1,602,976    1,182,695    958,677 
Savings accounts    676,726    6,374,222    4,057,916    625,888    5,352,593    3,640,102    2,567,532    1,999,536    1,631,765 
Time deposits    978,274    9,214,559    6,337,588    777,714    6,651,006    5,426,409    3,978,430    2,832,558    1,953,893 
Investment accounts    31,665    298,261    101,850    8,858    75,750    144,100    40,655    171,260    29,300 
Other    72,573    683,576    523,608    70,042    599,003    454,454    344,846    209,699    144,665 
Other liabilities from financial transactions and other miscellaneous liabilities    565,133    5,323,103    4,382,489    536,334    4,586,728    3,204,585    2,370,379    1,949,509    1,132,536 
Non-controlling interests    6,830    64,336    51,870    6,402    54,750    41,960    31,395    21,784    18,046 
Total liabilities    2,764,446    26,038,886    19,593,459    2,518,032    21,534,208    16,065,723    11,703,479    9,209,760    6,781,792 
Average Liabilities(4)    2,509,397    23,636,515    17,683,758    2,159,077    18,464,430    14,433,187    10,279,628    8,141,024    5,772,242 
Shareholders’ equity    213,776    2,013,584    1,625,172    199,601    1,706,986    1,352,408    988,091    677,050    477,986 
Total liabilities and shareholders’ equity    2,978,222    28,052,470    21,218,631    2,717,633    23,241,194    17,418,131    12,691,569    9,886,810    7,259,778 
Average shareholders’ equity(4)    213,216    2,008,322    1,554,024    187,277    1,601,589    1,212,654    859,612    570,381    404,324 
U.S. GAAP:                                             
Total assets    N/A    N/A    N/A    3,059,713    26,166,663    19,531,312    N/A    N/A    N/A 
Total liabilities    N/A    N/A    N/A    2,888,817    24,705,166    18,323,770    N/A    N/A    N/A 
Total shareholders’ equity    N/A    N/A    N/A    170,895    1,461,497    1,207,542    N/A    N/A    N/A 

  

 

(1) Includes gains related to NDF hedging transactions, which totaled Ps.4.7 million and Ps.6.6 million as of September 30, 2015 and 2014, respectively, and Ps.0, Ps.86.9 million, Ps.3.4 million, Ps.0 and Ps.0 as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(2) Includes expenses related to NDF hedging transactions, which totaled Ps.3.8 million and Ps.7.2 million as of September 30, 2015 and 2014, respectively, and Ps.96.2, Ps.0, Ps.0, Ps.6.5 million and Ps. 17.8 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(3) Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans which totaled Ps.1.7 billion and Ps.1.1 billion as of September 30, 2015 and 2014, respectively, and Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million, Ps.479.9 million and Ps.234.1 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(4) Calculated on a daily basis.
(5) The increases in net income for the fiscal year and total assets from 2011 to 2012 reflect the acquisition of CCF.

  

75
 

  

  Grupo Supervielle S.A.
  Nine-month Period ended
September 30,
  Year ended
December 31,
  2015  2014  2014  2013  2012  2011  2010
Selected Consolidated Ratios:                    
Argentine Banking GAAP:                    
                     
Net interest margin(1)  18.6%   17.6%   17.4%   16.4%   17.3%   13.5%   13.1%
Fee income ratio(2)  38.8%   38.9%   40.4%   43.6%   42.6%   44.5%   46.2%
Efficiency ratio(3)  79.9%   77.1%   78.3%   74.1%   74.5%   81.0%   80.1%
Fee income as a percentage of administrative expense  47.1%   50.5%   51.5%   58.8%   57.3%   54.9%   57.7%
Return on average equity(4)  20.8%   24.1%   22.7%   30.8%   37.9%   25.2%   23.2%
Return on average assets(5)  1.6%   1.9%   1.8%   2.5%   2.9%   1.6%   1.5%
Basic earnings per share (in Pesos)(6)  2.53    2.29    2.92    3.00    2.61    1.22    0.84 
Diluted earnings per share (in Pesos)  2.53    2.29    2.92    3.00    2.61    1.12    0.82 
Basic earnings per share (in US$)  0.27    0.27    0.34    0.46    0.53    0.28    0.21 
Diluted earnings per share (in US$)  0.27    0.27    0.34    0.46    0.53    0.26    0.21 
Tangible equity ratio(7)  6.4%   6.8%   6.5%   6.7%   6.4%   5.1%   5.5%
                                   
Liquidity                                  
Loans as a percentage of total deposits(8)  98.6%   98.0%   94.9%   96.8%   89.8%   95.7%   86.6%
Loans as a percentage of total assets(8)  72.6%   70.0%   69.0%   71.2%   65.8%   70.0%   67.2%
Liquid assets as a percentage of total deposits(9)  24.3%   28.9%   27.6%   24.5%   25.9%   21.6%   25.5%
Extended liquid assets as a percentage of total deposits(10)  41.6%   48.8%   46.0%   48.2%   51.3%   47.1%   51.1%
                                   
Capital                                  
Total equity as a percentage of total assets  7.2%   7.7%   7.3%   7.8%   7.8%   6.8%   6.6%
Average equity as a percentage of average assets  7.8%   8.1%   8.0%   8.3%   7.7%   6.5%   6.5%
Total liabilities as a multiple of total shareholders’ equity  12.9    12.1    12.6    11.9    11.8    13.6    14.2 
Regulatory capital/credit risk weighted assets(11)  11.8%   13.2%   12.8%   12.9%   12.8%   11.2%   15.8%
Regulatory capital/ risk weighted assets(12)  8.5%   9.1%   8.9%   9.0%   N/A    N/A    N/A 
                                   
Asset Quality                                  
Non-performing loans as a percentage of total loans(13)  3.2%   3.3%   3.0%   3.0%   4.2%(14)   2.4%   1.9%
Allowances as a percentage of total loans  2.7%   2.9%   2.7%   2.9%   3.5%   2.5%   2.3%
Allowances as a percentage of non-performing loans(13)  86.1%   88.8%   88.9%   94.0%   84.7% (15)  107.7%   117.7%
                                   
Other Data                                  
Dividends paid to the common shares (Ps. million)  2.7    4.5    2.7    4.5    5.5    24.4    6.9 
Dividends paid to the preferred shares (Ps. million)  4.7    3.9    4.7    3.9    3.2         
Dividends per common share (Ps.)  0.02    0.04    0.02    0.04    0.04    0.20    0.06 
Dividends per preferred share (Ps.)  2.9    2.4    2.9    2.4    2.0         
Employees  4,714    4,576    4,579    4,570    4,584    4,407    3,423 
Branches and sales points  326    338    322    353    357    356    261 
ATMs and self-service terminals  650    627    632    588    532    398    288 

 

 

(1) Net interest income divided by average interest-earning assets.
(2) Net services fee income divided by the sum of gross financial margin and net services fee income.
(3) Administrative expenses divided by the sum of gross financial margin, services fee income and expenses and income from insurance activities.
(4) Net income divided by average shareholders’ equity, calculated on a daily basis and measured in local currency. Amounts for the nine-month periods ended September 30, 2015 and 2014 have been annualized by multiplying net income for the period by 4/3.
(5) Net income divided by average assets, calculated on a daily basis and measured in local currency. Amounts for the nine-month periods ended September 30, 2015 and 2014 have been annualized by multiplying net income for the period by 4/3.
(6) Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle’s outstanding shares, which were Ps. 122.9 million for September 30, 2015, Ps.122.9 million for September 30, 2014, Ps.122.9 million for December 31, 2014, Ps.122.9 million for December 31, 2013, Ps.123 million for December 31, 2012, Ps.117 million for December 31, 2011 and Ps.110.0 million for December 31, 2010.
(7) (Total equity - Intangible assets) / (Total assets - Intangible assets).
Intangible assets as of December 31, 2014, 2013, 2012, 2011 and 2010 amounted to Ps.216 million, Ps.197 million, Ps.191 million, Ps.181 million and Ps.80 million, respectively.
(8) Loans include loans, receivables from financial leases and other receivables from financial transactions covered by the Central Bank’s debtor classification regulations.
(9) Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

 

76
 

 

(10) Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and as of September 30, 2015 and 2014 95.4% and 79.4%, respectively, and as of December 31, 2014, 2013, 2012, 2011 and 2010 77%, 87%, 91%, 88% and 84%, respectively, of our promissory notes loan portfolio (promissory notes excluding corporate unsecured loans) which has a final maturity of 90 days.
(11) Regulatory capital divided by credit risk weighted assets. Credit risk weighted assets are calculated applying the applicable risk weights to our assets following Central Bank regulations and do not include operational and market risk. This ratio applies only to the Bank and CCF on a consolidated basis.
(12) Regulatory capital divided by risk weighted assets taking into account operational and market risk since 2013. This ratio applies only to the Bank and CCF on a consolidated basis.
(13) Non-performing loans include all principal amounts of loans to borrowers classified as “3-with problems/medium risk,” “4-high risk of insolvency/high risk,” “5-uncollectible” and “6-uncollectible, classified as such under regulatory requirements” under the Central Bank loan classification system. See “Selected Statistical Information—Loans and Financings—Portfolio Classification.”
(14) The increase in non-performing loans as a percentage of total loans from 2011 to 2012 is mainly a result of the acquisition of CCF, which had a portfolio with a different risk profile than that of the Bank. Additionally, there was an increase in the Bank’s non-performing loans in 2012.
(15) The decrease in allowances as a percentage of non-performing loans from 2011 to 2012 is mainly a result of the acquisition of CCF, which provided for fewer allowances than the Bank and held a loan portfolio with a different risk profile than that of the Bank.

 

77
 

 

SELECTED STATISTICAL INFORMATION

 

You should read this information in conjunction with our consolidated financial statements and related notes, and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. We prepared this information from our financial records, which are maintained in conformity with Argentine Banking GAAP, and do not reflect adjustments necessary to reflect the information in accordance with U.S. GAAP.

 

Average Balance Sheets, Interest Earned on Interest-earning Assets and Interest Paid on Interest-bearing Liabilities

 

The average balances of our interest-earning assets and interest-bearing liabilities, including the related interest that is receivable and payable, are calculated on a daily basis.

 

Average balances have been separated between those denominated in Pesos and those denominated in U.S. dollars. The nominal interest rate is the amount of interest earned or paid during the period divided by the related average balance.

 

78
 

 

The following tables show average balances, interest amounts and nominal rates for our interest-earning assets and interest-bearing liabilities for the nine-month periods ended September 30, 2015 and 2014 and for the years ended December 31, 2014 and 2013 and 2012. 

 

   Nine-month Period ended September 30,  Year ended December 31,
   2015  2014  2014  2013  2012
   Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate
ASSETS                                             
Interest-earning assets                                             
Investment portfolio                                             
Government and corporate securities                                             
Pesos    216,941    543    0.3%   106,453    62,961    78.9%   192,252    33,026    17.2%   137,102    13,148    9.6%   128,755    6,138    4.8%
Dollars    314,270    92,653    39.3%   318,090    100,842    42.3%   263,229    128,126    48.7%   101,447    48,180    47.5%   112,273    40,123    35.7%
Total    531,211    93,196    23.4%   424,542    163,803    51.4%   455,481    161,152    35.4%   238,549    61,328    25.7%   241,028    46,261    19.2%
Participation in our securitization trusts(1)                                                                           
Pesos    1,129,389    202,203    23.9%   1,280,014    257,338    26.8%   1,423,809    328,295    23.1%   1,240,760    369,801    29.8%   1,134,968    283,398    25.0%
Dollars                            86    17    19.8%                        
Total    1,129,389    202,203    23.9%   1,280,014    257,338    26.8%   1,423,895    328,312    23.1%   1,240,760    369,801    29.8%   1,134,968    283,398    25.0%
Securities issued by the Central Bank                                                                           
Pesos    726,763    199,749    36.6%   704,132    128,039    24.2%   700,844    198,585    28.3%   116,567    28,152    24.2%   160,506    14,351    8.9%
Dollars    2,288                                                         
Total    729,051    199,749    36.5%   704,132    128,039    24.2%   700,844    198,585    28.3%   116,567    28,152    24.2%   160,506    14,351    8.9%
Loans and financings:                                                                           
Promissory notes(2)                                                                           
Pesos    2,996,645    590,186    26.3%   2,704,875    596,170    29.4%   2,881,142    830,095    28.8%   2,520,314    570,806    22.6%   1,844,257    392,382    21.3%
Dollars    13,005    528    5.4%   27,977    1,018    4.8%   29,017    1,389    4.8%   14,198    817    5.8%   12,547    784    6.2%
Total    3,009,650    590,714    26.2%   2,732,852    597,187    29.1%   2,910,159    831,484    28.6%   2,534,512    571,623    22.6%   1,856,804    393,166    21.2%
Overdrafts                                                                           
Pesos    1,521,515    409,488    35.9%   964,530    233,539    32.3%   1,020,640    341,500    33.5%   800,091    163,886    20.5%   705,421    145,545    20.6%
Dollars                                            2                 
Total    1,521,515    409,488    35.9%   964,530    233,539    32.3%   1,020,640    341,500    33.5%   800,091    163,888    20.5%   705,421    145,545    20.6%
Loans to the financial sector                                                                           
Pesos    20,568    1,567    10.2%   12,900    8,140    84.1%   8,782    8,556    97.4%   44,970    11,496    25.6%   67,798    14,464    21.3%
Dollars                2        0%   2                        263    3    1.1%
Total    20,568    1,567    10.2%   12,902    8,140    84.1%   8,784    8,556    97.4%   44,970    11,496    25.6%   68,061    14,467    21.3%
Mortgage loans                                                                           
Pesos    61,593    7,781    16.8%   75,875    10,851    19.1%   74,172    14,011    18.9%   60,451    11,525    19.1%   38,781    7,931    20.5%
Dollars                200    18    12.0%   150    18    12.0%   2,846    336    11.8%   4,228    534    12.6%
Total    61,593    7,781    16.8%   76,075    10,869    19.1%   74,322    14,029    18.9%   63,297    11,861    18.7%   43,009    8,465    19.7%
Automobile and other secured loans                                                                           
Pesos    140,839    26,123    24.7%   200,636    40,985    27.2%   191,098    51,751    27.1%   217,915    59,965    27.5%   209,208    55,279    26.4%
Dollars                                                             
Total    140,839    26,123    24.7%   200,636    40,985    27.2%   191,098    51,751    27.1%   217,915    59,965    27.5%   209,208    55,279    26.4%
Corporate unsecured loans                                                                           
Pesos    1,626,358    378,693    31.0%   1,052,770    245,279    31.1%   1,111,391    348,323    31.3%   762,340    187,410    24.6%   580,740    130,435    22.5%
Dollars                                                             
Total    1,626,358    378,693    31.0%   1,052,770    245,279    31.1%   1,111,391    348,323    31.3%   762,340    187,410    24.6%   580,740    130,435    22.5%

  

79
 

 

   Nine-month Period ended September 30,  Year ended December 31,
   2015  2014  2014  2013  2012
   Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate
Personal loans                                                                           
Pesos    4,873,764    1,564,090    42.8%   3,153,816    991,222    41.9%   3,287,127    1,356,786    41.3%   2,061,003    780,932    37.9%   1,237,374    542,922    43.9%
Dollars                                                             
Total    4,873,764    1,564,090    42.8%   3,153,816    991,222    41.9%   3,287,127    1,356,786    41.3%   2,061,003    780,932    37.9%   1,237,374    542,922    43.9%
Credit Cards                                                                           
Pesos    3,914,131    919,480    31.3%   2,435,093    548,697    30.0%   2,619,616    814,215    31.1%   1,872,278    499,854    26.7%   1,289,317    378,293    29.3%
Dollars    74,409    132    0.2%   35,656    111    0.4%   40,260    185    0.5%   35,350    462    1.3%   25,702    1,688    6.6%
Total    3,988,540    919,612    30.7%   2,470,749    548,808    29.6%   2,659,876    814,400    30.6%   1,907,628    500,316    26.2%   1,315,019    379,981    28.9%
Receivables from financial leases                                                                           
Pesos    765,661    140,507    24.5%   557,985    70,128    16.8%   551,064    93,966    17.1%   422,948    62,439    14.8%   462,042    94,786    20.5%
Dollars    3,146    92    3.9%   3,582    113    4.2%   3,605    152    4.2%   4,774    186    3.9%   5,497    216    3.9%
Total    768,807    140,599    24.4%   561,567    70,241    16.7%   554,669    94,118    17.0%   427,722    62,625    14.6%   467,539    95,002    20.3%
Foreign Trade Loans                                                                           
Pesos                                                             
Dollars    635,502    31,731    6.7%   642,385    27,506    5.7%   633,145    36,608    5.8%   492,492    29,528    6.0%   574,959    39,379    6.8%
Total    635,502    31,731    6.7%   642,385    27,506    5.7%   633,145    36,608    5.8%   492,492    29,528    6.0%   574,959    39,379    6.8%
Other receivables from financial transactions(3)                                                                           
Pesos    163,608    27,848    22.7%   99,582    13,376    17.9%   13,242    2,203    16.6%   2,315    (224)   (9.7%)   6,730    1,250    18.6%
Dollars    181,344    15,021    11.0%   83,214    16,511    26.5%   116,809    24,301    20.8%   87,213    27,857    31.9%   31,719    2,645    8.3%
Total    344,952    42,869    16.6%   182,796    29,887    21.8%   130,051    26,504    20.4%   89,528    27,633    30.9%   38,449    3,895    10.1%
Total interest-earning assets                                                                           
Pesos    18,157,776    4,468,258    32.8%   13,348,661    3,206,724    32.0%   14,075,179    4,421,312    31.4%   10,259,055    2,759,190    26.9%   7,865,897    2,067,174    26.3%
Dollars    1,223,964    140,157    15.3%   1,111,106    146,119    17.5%   1,086,303    190,796    17.6%   738,320    107,368    14.5%   767,188    85,372    11.1%
Total    19,381,740    4,608,415    31.7%   14,459,766    3,352,843    30.9%   15,161,482    4,612,108    30.4%   10,997,375    2,866,559    26.1%   8,633,085    2,152,546    24.9%
Non interest-earning assets                                                                           
Cash and due from banks                                                                           
Pesos    3,131,364              2,428,867              2,543,954              1,934,329              1,290,158           
Dollars    911,856              873,386              925,591              468,612              318,666           
Total    4,043,220              3,302,252              3,469,545              2,402,941              1,608,824           
Unlisted equity Investments                                                                           
Pesos    5,140              4,463              4,465              4,490              4,539           
Dollars    1              1              1              1              1           
Total    5,141              4,464              4,466              4,491              4,540           
Premises and equipment and miscellaneous and intangible assets and unallocated items                                                                           
Pesos    850,689              419,924              471,050              374,298              346,436           
Dollars                                                                       
Total    850,689              419,924              471,050              374,298              346,436           
Allowance for loan losses                                                                           
Pesos    (494,760)             (396,267)             (402,537)             (337,972)             (232,731)          
Dollars    (18,726)             (13,939)             (14,148)             (7,877)             (7,792)          
Total    (513,486)             (410,206)             (416,685)             (345,849)             (240,523)          

 

80
 

 

   Nine-month Period ended September 30  Year ended December 31,
   2015  2014  2014  2013  2012
   Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate
Other assets                                                                           
Pesos    1,766,810              1,314,618              1,239,499              1,081,948              696,453           
Dollars    110,723              146,964              136,660              130,637              90,425           
Total    1,877,533              1,461,582              1,376,159              1,212,585              786,879           
Total non interest-earning assets                                                                           
Pesos    5,259,243              3,771,604              3,856,432              3,057,093              2,104,855           
Dollars    1,003,854              1,006,412              1,048,104              591,373              401,301           
Total    6,263,097              4,778,016              4,904,537              3,648,466              2,506,156           
Total Assets                                                                           
Pesos    23,417,019              17,120,265              17,931,612              13,316,148              9,970,752           
Dollars    2,227,818              2,117,517              2,134,407              1,329,693              1,168,488           
Total    25,644,837              19,237,782              20,066,019              14,645,841              11,139,240           
LIABILITIES                                                                           
Interest-bearing liabilities                                                                           
Checking and savings accounts                                                                           
Pesos    4,340,034    3,199    0.1%   2,874,194    2,098    0.1%   3,043,130    2,975    0.1%   2,350,336    2,062    0.1%   1,724,754    1,888    0.1%
Dollars    251,678    177    0.1%   171,544    122    0.1%   176,447    167    0.1%   125,946    120    0.1%   170,369    168    0.1%
Total    4,591,712    3,376    0.1%   3,045,738    2,220    0.1%   3,219,577    3,142    0.1%   2,476,282    2,182    0.1%   1,895,123    2,056    0.1%
Time deposits                                                                           
Pesos    8,668,310    1,571,042    24.2%   6,910,106    1,169,203    22.6%   7,108,909    1,598,519    22.5%   5,151,229    827,422    16.1%   3,664,988    496,714    13.6%
Dollars    325,994    1,775    0.7%   305,512    1,564    0.7%   310,746    2,112    0.7%   244,176    1,627    0.7%   241,718    1,919    0.8%
Total    8,994,304    1,572,817    23.3%   7,215,618    1,170,767    21.6%   7,419,655    1,600,631    21.6%   5,395,405    829,049    15.4%   3,906,706    498,633    12.8%
Borrowings from other financial institutions and unsubordinated negotiable obligations                                                                           
Pesos    1,386,048    273,848    26.4%   1,042,615    225,759    28.9%   1,083,694    298,390    27.5%   928,647    194,986    21.0%   676,918    126,535    18.7%
Dollars    91,707    1,656    2.4%   97,968    1,047    1.4%   87,554    1,484    1.7%   30,111    1,007    3.3%   146,888    6,104    4.2%
Total    1,477,755    275,504    24.9%   1,140,583    226,806    26.5%   1,171,248    299,874    25.6%   958,758    195,993    20.4%   823,806    132,639    16.1%
Subordinated Loan                                                                           
Pesos                            0    0    0.0%   0    0    0.0%   0    0    0.0%
Dollars    774,138    58,138    10.0%   578,279    46,362    10.7%   601,297    63,961    10.6%   319,698    37,184    11.6%   223,759    27,834    12.4%
Total    774,138    58,138    10.0%   578,279    46,362    10.7%   601,297    63,961    10.6%   319,698    37,184    11.6%   223,759    27,834    12.4%
Total interest-bearing liabilities                                                                           
Pesos    14,394,392    1,848,089    17.1%   10,826,915    1,397,060    17.2%   11,235,733    1,899,884    16.9%   8,430,212    1,024,470    12.2%   6,066,659    625,137    10.3%
Dollars    1,443,517    61,746    5.7%   1,153,303    49,095    5.7%   1,176,044    67,724    5.8%   719,932    39,938    5.5%   782,734    36,025    4.6%
Total    15,837,909    1,909,835    16.1%   11,980,218    1,446,155    16.1%   12,411,777    1,967,608    15.9%   9,150,144    1,064,408    11.6%   6,849,394    661,162    9.7%
Non-interest-bearing liabilities and stockholders’ equity                                                                           
Demand deposits                                                                           
Pesos    4,525,845              3,231,588              3,424,790              2,527,929              1,941,445           
Dollars    92,110              79,138              81,673              85,637              120,945           
Total    4,617,955              3,310,726              3,506,463              2,613,566              2,062,390           

 

81
 

 

 

   Nine-month Period ended September 30  Year ended December 31,
   2015  2014  2014  2013  2012
   Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate  Average Balance  Interest Earned/
(Paid)
  Average Nominal Rate
Other liabilities                                                                           
Pesos    2,955,855              2,133,083              2,279,555              1,508,960              1,191,971           
Dollars    159,596              210,963              215,809              122,072              147,928           
Total    3,115,452              2,344,046              2,495,364              1,631,032              1,339,899           
Non-controlling interest result                                                                           
Total    65,200              48,768              50,826              38,446              27,946           
Stockholders’ equity                                                                           
Pesos    2,008,322              1,554,024              1,601,589              1,212,654              859,612           
Total    2,008,322              1,554,024              1,601,589              1,212,654              859,612           
Total non-interest- bearing liabilities and stockholders’ equity                                                                           
Pesos    9,555,222              6,967,463              7,356,760              5,287,991              4,020,973           
Dollars    251,706              290,101              297,482              207,709              268,873           
Total    9,806,928              7,257,564              7,654,242              5,495,700              4,289,846           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                           
Pesos    23,949,614              17,794,378              18,592,493              13,718,201              10,087,632           
Dollars    1,695,223              1,443,404              1,473,526              927,640              1,051,607           
Total    25,644,837              19,237,782              20,066,019              14,645,841              11,139,240           

 

 

(1) Includes senior and subordinated bonds and participation certificates.
(2) Consists of unsecured checks and accounts receivable deriving from factoring transactions.
(3) Includes overnight deposit and unlisted corporate bonds.

 

82
 

 

Changes in Interest Income and Interest Expense; Volume and Rate Analysis

 

The following tables allocate, by currency of denomination, changes in our interest income and interest expense. The changes are segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in the average volume and changes in their respective nominal interest rates for the nine-month period ended September 30, 2015 compared to the nine-month period ended September 30, 2014, for the year ended December 31, 2014 compared to the year ended December 31, 2013 and for the year ended December 31, 2013 compared to the year ended December 31, 2012. We have calculated volume variances based on movements in average balances over the period and rate variance based on changes in interest rates on average interest-earning assets and average interest-bearing liabilities. We have allocated variances caused by changes in both volume and rate to volume.

 

83
 

  

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2013  2012
   Increase (Decrease) Due to Changes in  Increase (Decrease) Due to Changes in  Increase (Decrease) Due to Changes in
   Volume  Rate  Net Change  Volume  Rate  Net Change  Volume  Rate  Net Change
   (in thousands of Pesos, except percentages)
ASSETS                           
Interest-earning assets                           
Investment portfolio                           
Government and corporate securities                                             
Pesos    277    (62,695)   (62,418)   9,474    10,404    19,878    800    6,210    7,010 
Dollars    (1,126)   (7,063)   (8,189)   78,747    1,198    79,945    (5,141)   13,199    8,057 
Total    (849)   (69,757)   (70,607)   88,221    11,603    99,823    (4,341)   19,409    15,068 
                                              
Participation in our securitization trusts(1)                                             
Pesos    (26,967)   (28,168)   (55,135)   42,206    (83,713)   (41,506)   31,531    54,873    86,404 
Dollars                17    17    34             
Total    (26,967)   (28,168)   (55,135)   42,223    (83,696)   (41,472)   31,531    54,873    86,404 
                                              
Bills and securities issued by the Central Bank                                             
Pesos    6,220    65,490    71,710    165,556    4,877    170,433    (10,612)   24,413    13,801 
Dollars                0                     
Total    6,220    65,490    71,710    165,556    4,877    170,433    (10,612)   24,413    13,801 
Loans and financings:                                             
Promissory notes(2)                                             
Pesos    57,464    (63,448)   (5,984)   103,959    155,330    259,290    153,115    25,308    178,423 
Dollars    (608)   118    (490)   709    (138)   572    95    (62)   33 
Total    56,856    (63,330)   (6,474)   104,668    155,193    259,861    153,210    25,247    178,456 
Overdrafts                                             
Pesos    149,903    26,046    175,949    73,794    103,820    177,614    19,392    (1,051)   18,341 
Dollars                    (2)   (2)            
Total    149,903    26,046    175,949    73,794    103,818    177,612    19,392    (1,051)   18,341 
Loans to the financial sector                                             
Pesos    584    (7,157)   (6,573)   (35,254)   32,314    (2,940)   (5,836)   2,868    (2,968)
Dollars                                (3)   (3)
Total    584    (7,157)   (6,573)   (35,254)   32,314    (2,940)   (5,836)   2,865    (2,971)
Mortgage Loans                                             
Pesos    (1,804)   (1,266)   (3,070)   2,592    (106)   2,486    4,131    (537)   3,594 
Dollars        (18)   (18)   (324)   6    (318)   (163)   (35)   (198)
Total    (1,804)   (1,284)   (3,088)   2,268    (100)   2,168    3,968    (572)   3,396 
Automobile and other secured loans                                             
Pesos    (11,091)   (3,771)   (14,862)   (7,262)   (952)   (8,214)   2,396    2,290    4,686 
Dollars                                     
Total    (11,091)   (3,771)   (14,862)   (7,262)   (952)   (8,214)   2,396    2,290    4,686 
Corporate unsecured loans                                             
Pesos    133,558    (144)   133,414    109,397    51,517    160,913    44,644    12,331    56,975 
Dollars                                     
Total    133,558    (144)   133,414    109,397    51,517    160,913    44,644    12,331    56,975 
Personal loans                                             
Pesos    551,966    20,901    572,867    506,092    69,762    575,854    312,080    (74,070)   238,010 
Dollars                                     
Total    551,966    20,901    572,867    506,092    69,762    575,854    312,080    (74,070)   238,010 
Credit cards                                             
Pesos    347,445    23,338    370,783    232,284    82,078    314,362    155,637    (34,076)   121,561 
Dollars    69    (48)   21    23    (300)   (277)   126    (1,352)   (1,226)
Total    347,514    23,290    370,804    232,306    81,778    314,085    155,763    (35,428)   120,335 
Receivables from financial leases                                             
Pesos    38,111    32,269    70,380    21,846    9,681    31,527    (5,771)   (26,576)   (32,347)
Dollars    (13)   (8)   (21)   (49)   15    (34)   (28)   (2)   (30)
Total    38,098    32,261    70,359    21,797    9,696    31,493    (5,800)   (26,577)   (32,377)
Foreign Trade Loans                                             
Pesos                                     
Dollars    (344)   4,569    4,225    8,132    (1,052)   7,080    (4,944)   (4,907)   (9,851)
Total    (344)   4,569    4,225    8,132    (1,052)   7,080    (4,944)   (4,907)   (9,851)
Other receivables from financial transactions(3)                                             
Pesos    10,898    3,574    14,471    1,818    609    2,427    427    (1,901)   (1,474)
Dollars    8,128    (9,618)   (1,490)   6,157    (9,713)   (3,556)   17,726    7,486    25,212 
Total    19,026    (6,045)   12,981    7,975    (9,104)   (1,129)   18,152    5,586    23,738 

 

84
 

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2013  2012
   Increase (Decrease) Due to Changes in  Increase (Decrease) Due to Changes in  Increase (Decrease) Due to Changes in
   Volume  Rate  Net Change  Volume  Rate  Net Change  Volume  Rate  Net Change
   (in thousands of Pesos, except percentages)
Total interest-earning assets                                             
Pesos    1,183,425    78,109    1,261,534    1,198,726    463,396    1,662,121    643,644    48,373    692,017 
Dollars    12,923    (18,885)   (5,962)   61,119    22,308    83,427    (4,198)   26,194    21,996 
Total    1,196,349    59,223    1,255,572    1,259,844    485,704    1,745,549    639,446    74,568    714,013 
                                              
LIABILITIES                                             
Interest-bearing liabilities                                             
Checking and savings accounts                                             
Pesos    1,080    21    1,101    677    236    913    549    (375)   174 
Dollars    56    (1)   55    48    (1)   47    (42)   (6)   (48)
Total    1,137    19    1,156    725    235    960    507    (381)   126 
Time deposits                                             
Pesos    318,656    83,183    401,839    440,207    330,890    771,097    238,729    91,979    330,708 
Dollars    112    99    211    452    33    485    16    (308)   (292)
Total    318,768    83,282    402,050    440,659    330,923    771,582    238,746    91,670    330,416 
Borrowings from other financial institutions and unsubordinated negotiable obligations                                             
Pesos    67,853    (19,765)   48,089    42,692    60,713    103,404    52,855    15,596    68,451 
Dollars    (113)   722    609    974    (497)   477    (3,905)   (1,191)   (5,097)
Total    67,740    (19,043)   48,698    43,665    60,216    103,881    48,950    14,405    63,354 
Subordinated Loan                                             
Pesos                                     
Dollars    14,709    (2,933)   11,776    29,954    (3,177)   26,777    11,159    (1,809)   9,350 
Total    14,709    (2,933)   11,776    29,954    (3,177)   26,777    11,159    (1,809)   9,350 
Total interest-bearing liabilities                                             
Pesos    458,027    (6,998)   451,029    474,394    401,020    875,414    287,227    112,106    399,333 
Dollars    12,414    237    12,651    26,266    1,520    27,786    (3,484)   7,397    3,913 
Total    470,440    (6,761)   463,680    500,660    402,540    903,200    283,744    119,503    403,246 

 

 

(1) Includes senior and subordinated bonds and participation certificates.
(2) Consists of unsecured checks and accounts receivable deriving from factoring transactions.
(3) Includes overnight deposits and unlisted corporate bonds.

 

85
 

 

Interest-earning Assets: Net Interest Margin and Spread

 

The following table analyzes, by currency of denomination, our levels of average interest-earning assets and net interest income, and illustrates the comparative margins and spreads for each of the periods and years indicated.

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2012
   (in thousands of Pesos, except percentages)
Average interest-earning assets(1)(2)               
Pesos    18,157,776    13,348,661    14,075,179    10,259,055    7,865,897 
Dollars    1,223,964    1,111,106    1,086,303    738,320    767,188 
Total    19,381,740    14,459,766    15,161,482    10,997,375    8,633,085 
Net interest earned                         
Pesos    2,620,169    1,809,664    2,521,428    1,734,720    1,442,037 
Dollars    78,411    97,024    123,072    67,430    49,347 
Total    2,698,580    1,906,688    2,644,500    1,802,150    1,491,384 
Net Interest Margin                         
Pesos    19.2%   18.1%   17.9%   16.9%   18.3%
Dollars    8.5%   11.6%   11.3%   9.1%   6.4%
Weighted average yield(3)    18.6%   17.6%   17.4%   16.4%   17.3%
Yield Spread                         
Pesos    15.7%   14.8%   14.5%   14.7%   16.0%
Dollars    9.6%   11.9%   11.8%   9.0%   6.5%
Weighted interest spread(4)    15.6%   14.8%   14.6%   14.4%   15.3%
Gross Yield                         
Pesos    32.8%   32.0%   31.4%   26.9%   26.3%
Dollars    15.3%   17.5%   17.6%   14.5%   11.1%

 

 

(1) Includes all loans, leasing agreements and investments (including public and private bonds, Central Bank notes and securitization securities) and other receivables from financial intermediation that earn interest.
(2) These figures represent daily averages.
(3) Takes into account the average interest earned on interest-earning assets and is weighted in accordance with the volume of each asset.
(4) Takes into account the average interest earned on interest-earning assets, net of average interest paid on interest-bearing liabilities.

 

86
 

 

Investment Portfolio

 

We own, manage and trade a portfolio of securities issued by the Argentine government and other public sector and corporate issuers. We also hold senior and subordinated bonds and participation certificates in financial trusts created in connection with our securitization transactions. The following table sets out our investments in Argentine and other governments and corporate securities, including holdings in senior and subordinated bonds and participation certificates in financial trusts as of September 30, 2015 and as of December 31, 2014, 2013 and 2012 by type and currency of denomination.

 

    Nine-month Period ended
September 30,
  Year ended
December 31,
    2015   2014   2013   2012
    (in thousands of Pesos)
LISTED GOVERNMENT SECURITIES                
Holdings of Trading Securities                
LOCAL                
In Pesos:                
Argentine sovereign bonds in pesos maturity 2019           1,240              
Argentine sovereign bonds in pesos maturity 2015           1,812       107       24,814  
Argentine sovereign bonds in pesos maturity 2014                       15,310  
National Treasury Bonds maturity 2016 (BONAC)     10,217                    
National Treasury Bonds maturity 2016 (BONAC)     5,075                    
GDP Bonds Linked Securities 2035           379       25       215  
Consolidation bonds     467       1,989       13,942       7,995  
Federal Government Bonds (BODEN), maturity 2014                       12  
Securities denominated in pesos discount           176       13,070        
Secured government bonds in pesos (Decree 1579/02) 2018     2,732       151       12,454       105,076  
Others     97       13       181       58  
In Foreign Currency:                                
Bonds to step up in dollars par maturity 2038     2,366       4,873       42        
Argentine sovereign bonds in dollars 8.28% maturity 2033           580              
Argentine sovereign bonds in dollars 8.75%, maturity 2024     11,342       579              
Argentine sovereign bonds in dollars 2,40% maturity 2018     181,682       33,040              
Argentine sovereign bonds in dollars 7%, maturity 2013 (BONAR VII)                       173  
Argentine sovereign bonds in dollars 7%, maturity 2015     151       7,680       174,334       20,339  
Argentine sovereign bonds in dollars 0.75%, maturity 2017 (BONAD)     98,866                    
Argentine sovereign bonds in dollars 7%, maturity 2017 (BONAR X)     128,521       38,234       205,784        
Argentine sovereign bonds in dollars 4% maturity 2016 (BAADE)     8,016       6,943       5,519        
Federal Government bonds, maturity 2017           5             25  
Buenos Aires City bonds in dollars maturity 2019           916       49,884        
B.Pcia Bs As USD C / Discount Maturity 2017                       88  
Others     962       46       12       230  
Total listed government securities     450,494       98,656       475,354       174,335  
UNLISTED GOVERNMENT SECURITIES                                
In Pesos:                                
Social Security Consolidation Bonds                 63       189  
GDP Bonds Linked Securities in pesos 2035     257                    
Consolidation bonds in dollars 5th Series                 2       2  
In Foreign Currency:                                
GDP Bonds linked securities USD 2035           1              
Federal Government Bonds (BODEN), maturity 2013                       36  
Debt Securities class 3 Bs As City, maturity 2019                 7,035        
Debt Securities class 2 Bs As City                 85        
Others                 1        
Total unlisted government securities     257       1       7,373       227  
SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK                                
Listed                                
Central Bank Bills in pesos     491,098       319,151              
Central Bank Notes in pesos                       1,973  
Unlisted                                
Central Bank Bills in pesos     212,708       416,557             17,091  
Central Bank Notes in pesos                       34,765  
Total securities issued by the Argentine Central Bank     703,806       735,708             53,829  
INVESTMENTS IN LISTED CORPORATE SECURITIES                                
LOCAL                                
Shares     15,624       173,715       1,263       1,386  
Total investments in listed corporate securities     15,624       173,715       1,263       1,386  
Total government and corporate securities     1,170,181       1,008,080       483,990       229,777  
PARTICIPATION IN SECURITIZATION TRUSTS(1)                                
Financial trusts debt securities – senior     515,724       647,769       312,313       575,025  
Financial trusts debt securities – subordinated           48,793       150,370       214,978  
Financial trusts participation certificates     681,397       612,676       659,946       582,460  
Total     1,197,121       1,309,238       1,122,629       1,372,463  

 

 

(1) Included within “other receivables from financial transactions”. Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.

 

As of September 30, 2015 and December 31, 2014, we held securities issued by the Central Bank for a total of approximately Ps.0.7 billion and Ps.0.7 billion, respectively, both in terms of market value and book value. These amounts exceeded 10.0% of our shareholders’ equity as of such dates and represented 2.5% and 3.2% of our total assets, respectively.

 

87
 

 

Remaining Maturity of Investment Portfolio

 

The following table analyzes the remaining maturities of our investment portfolio (including our holdings in senior and subordinated bonds and participation certificates in financial trusts) as of September 30, 2015 based on their terms when issued.

 

   Maturing
   Within
1 year
  After 1 year but within 5 years  After 5 years but within 10 years  After 10 years  Total Amount as of September 30, 2015
   (Book value in thousands of Pesos)
LISTED GOVERNMENT SECURITIES               
Holdings of Trading Securities               
LOCAL               
In Pesos:               
National Treasury Bonds maturity 05/09/16 (BONAC)    10,217                10,217 
National Treasury Bonds maturity 09/30/16 (BONAC)    5,075                5,075 
Consolidation bonds    467                467 
Secured government bonds in pesos (Decree 1579/02) 2018        2,732            2,732 
Others        97            97 
In Foreign Currency:                        
Bonds to step up in dollars par maturity 2038                2,366    2,366 
Argentine sovereign bonds in dollars 0.75% maturity 2017 (BONAD)        98,866            98,866 
Argentine sovereign bonds in dollars 2.40% maturity 2018        181,682            181,682 
Argentine sovereign bonds in dollars 7%, maturity 2015    151                151 
Argentine sovereign bonds in dollars 7%, maturity 2017 (BONAR X)        128,521            128,521 
Argentine sovereign bonds in dollars 4% maturity 2016 (BAADE)    8,016                8,016 
Argentine sovereign bonds in dollars maturity 2024            11,342        11,342 
Others        962            962 
Total listed government securities    23,926    412,860    11,342    2,366    450,494 
UNLISTED GOVERNMENT SECURITIES                         
In Pesos:                         
GDP Bonds Linked Securities in pesos 2035                257    257 
In Foreign Currency:                         
Total unlisted government securities                257    257 
SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK                         
Listed                         
Central Bank Bills in pesos    491,098                491,098 
Unlisted                         
Central Bank Bills in pesos    212,708                212,708 
Total securities issued by the Argentine Central Bank    703,806                703,806 
INVESTMENTS IN LISTED CORPORATE SECURITIES                         
LOCAL                          
Shares    15,624                15,624 
Total investments in listed corporate securities    15,624                15,624 
                          
Total government and corporate securities    743,356    412,860    11,342    2,623    1,170,181 
                          
PARTICIPATION IN SECURITIZATION TRUSTS                         
Financial trusts debt securities – senior    170,904    344,820            515,724 
Financial trusts participation certificates    67,450    613,947            681,397 
Total    238,354    958,767            1,197,121 
                          
Weighted average yield    24.4%   17.9%   9.0%   8.0%     

 

 

(1) Included within “other receivables from financial transactions”. Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.

 

88
 

 

Loan and Financing Portfolio

 

The following table analyzes our loan and financing portfolio by type as of September 30, 2015, and December 31, 2014 and 2013, 2012, 2011 and 2010.

 

   Grupo Supervielle S.A.
   As of
September 30,
  As of
December 31,
   2015  2014  2013  2012  2011  2010
   (in thousands of Pesos)
Loans and financings                  
To the non-financial public sector    8,451    12,666    15,699    18,183    19,773    16,765 
To the financial sector    3,373    3,514    36,029    63,200    54,482    67,530 
To the non-financial private sector and foreign residents:                              
Overdrafts    1,626,021    993,284    679,085    488,229    543,148    389,611 
Promissory notes(1)    5,450,657    5,583,705    4,472,631    3,181,314    2,574,592    1,950,699 
Mortgage loans    55,215    69,554    83,660    36,247    53,197    41,000 
Automobile and other secured loans    120,770    168,603    225,901    219,948    197,501    86,122 
Personal loans    5,884,839    3,631,840    2,970,622    1,509,756    1,246,834    910,535 
Credit card loans    4,737,289    3,688,328    2,410,111    1,719,422    1,150,316    424,798 
Others    904,656    793,192    684,219    379,876    609,906    632,123 
Plus: accrued interest, adjustments and exchange-rate
differences receivable
   361,342    357,844    257,689    155,074    120,478    64,130 
Documented interest(2)    (193,306)   (287,605)   (200,345)   (110,365)   (114,939)   (59,582)
Other    (415)   (1,322)   (1,012)   (753)   (356)   (946)
Less: allowance for loan losses    (533,676)   (417,023)   (342,000)   (285,458)   (166,948)   (101,512)
Total loans    18,425,216    14,596,580    11,292,289    7,374,673    6,287,984    4,421,273 
                               
Other receivables from financial transactions(3)                              
Unlisted corporate bonds    126,371    191,372    145,718    16,114    10,792    14,901 
Others    282,553    243,246    107,028    71,557    33,679    23,487 
Plus: accrued interest and adjustment receivables    1    1    1    1    2    2 
Less: allowances    (4,194)   (5,221)   (4,439)   (3,143)   (2,979)   (4,473)
Total other receivables from financial transactions    404,731    429,398    248,308    84,529    41,494    33,917 
                               
Receivables from financial leases    997,747    590,960    519,197    601,428    425,364    316,446 
Less: Allowances for receivables from financial leases    (13,901)   (7,114)   (7,317)   (7,090)   (5,853)   (4,539)
Total receivables from financial leases    983,846    583,846    511,880    594,338    419,511    311,907 
                               
Total financing    19,813,793    15,609,824    12,052,477    8,053,540    6,748,989    4,767,098 

  

(1) Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans that totaled Ps.1.7 billion as of September 30, 2015 and Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million, Ps.479.9 million and Ps.234.1 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.

(2) The Bank purchases promissory notes at less than face value. Documented interest is the difference between face value and the price paid for the promissory notes, plus accrued interest, and represents the income that will accrue during the life of the promissory note. The face value of the promissory note is listed under the item “Promissory notes.”

(3) Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

 

89
 

  

As of September 30, 2015, our loan and financing portfolio (net of allowances for loan losses) amounted to Ps.19.8 million, a 26.9% increase when compared to December 31, 2014, driven by a 25.8% increase in loans to the non-financial private sector compared to a 22.0% increase of the Argentine financial system as a whole (which includes private banks, public banks and other financial institutions). If we also consider the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, the increase over such period in our loan and financing portfolio was 16.9%. Loans to the financial and non-financial public sector as of September 30, 2015 amounted to Ps.11.8 million, 27% lower than the Ps.16.2 million outstanding as of December 31, 2014. As of December 31, 2014, our loan and financing portfolio (net of allowances for loan losses) amounted to Ps.15.6 billion, a 29.5% increase when compared to the previous year end, driven by a 30.5% increase in loans to the non-financial private sector compared to a 20.3% increase of the Argentine financial system as a whole. This resulted in an increase in our market share during 2014. If we also consider the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, the annual increase in our loan and financing portfolio was 28.2%. Loans to the financial and non-financial public sector as of the end of 2014 amounted to Ps.16.2 million, 68.7% lower than the Ps.51.7 million outstanding as of the close of the previous year.

 

Loan and financing portfolio, including the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, is not a measure defined by Argentine Banking GAAP. This measure represents our loan and financing portfolio as of each period end derived from our balance sheet plus the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations for the same periods. The measure is an important indicator of our loan origination and administration capacity. The loan portfolio outstanding in all of the financial trusts created in connection with our securitizations totaled Ps.2.4 billion as of September 30, 2015 and Ps.3.1 billion, Ps.2.5 and Ps.2.5 billion as of December 31, 2014, 2013 and 2012 respectively. These measures have inherent limitations, such as the lack of comparability, the absence of a standard defining how to perform calculations so that these calculations are uniformly applied and the fact that they are not audited. To mitigate these limitations, we have procedures in place to calculate these measures using the appropriate Argentine Banking GAAP or other regulations. Although these measures are frequently used in the evaluation of performance, they have the above mentioned limitations as analytical tools, and should not be considered in isolation, or as a substitute for, analysis of results as reported under Argentine Banking GAAP.

 

The following table sets forth information describing variations in our loan and financing portfolio taking into account the impact of transfers to financial trusts created in connection with our securitizations as of the dates indicated below:

 

   Grupo Supervielle S.A.
   As of
September 30,
  As of
December 31,
   2015  2014  2013  2012  2011  2010
   (in thousands of Pesos)
                   
Total loan and financing portfolio (net of allowances for loan losses)    19,813,793    15,609,824    12,052,477    8,053,540    6,748,989    4,767,098 
                               
Personal loan portfolio outstanding in each of the financial trusts (net of allowances for loan losses)    2,139,509    2,613,915    2,176,414    2,459,941    1,531,042    810,295 
Receivables from financial leases outstanding in each of the financial trusts (net of allowances for receivables from financial leases)    282,624    444,341    304,145    42,124    109,867    60,751 
                               
Total financing including loan and financing portfolio outstanding in each of our financial trusts    22,235,926    18,668,080    14,533,036    10,555,605    8,389,898    5,638,144 

 

 

90
 

 

Maturity Composition of the Loan and Other Financing Portfolio

 

The following table analyzes our loan and other financing portfolio as of September 30, 2015 by type and by the time remaining to maturity. Loans and financings are stated before deduction of allowances for loan losses.

 

   Maturing
   Within 1 year  After 1 year through 5 years  After 5 years  Total
amount as of September 30, 2015
   (in thousands of Pesos)
Loans            
To the non-financial public sector    5,652    2,799        8,451 
To the financial sector    347,489    28,397        375,886 
To the non-financial private sector and foreign residents:                
Promissory notes(1)    4,705,818    584,566    257    5,290,641 
Overdrafts    1,742,086            1,742,086 
Mortgage loans    27,866    24,120    3,229    55,215 
Automobile and other secured loans    87,891    32,879        120,770 
Personal loans    2,205,577    3,144,229    157    5,349,963 
Credit card loans    4,728,233    10,546        4,738,779 
Foreign trade loans    463,347    21,614        484,961 
Other loans    330,715    104,022    2,806    437,543 
Unapplied collections    (1,033)           (1,033)
Accrued interests, adjustments and exchange rate differences receivable    355,630            355,630 
Total loans    14,999,271    3,953,172    6,449    18,958,892 
Percentage of total loan portfolio    79.1%   20.9%   0.0%   100.0%
                     
Other receivables from financial transactions                    
Unlisted corporate bonds    6,891    57,388    62,092    126,371 
Others    282,553            282,553 
Plus: accrued interests and adjustments receivable included in the debtor classification regulation    1            1 
Total other receivables from financial transactions    289,445    57,388    62,092    408,925 
Percentage of total loan portfolio    70.8%   14.0%   15.2%   100%
                     
Total receivables from financial leases    334,176    662,833    738    997,747 
Percentage of total portfolio of receivables from financial leases    33.5%   66.4%   0.1%   100.0%

 

 

(1) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

91
 

 

Interest Rate Sensitivity

 

The following table analyzes our loan and other financing portfolio as of December 31, 2014 by type of interest rate. Loans and financings are stated before deduction of allowances for loan losses.

 

   As of
September 30, 2015
  As of
December 31, 2014
   Loans  Other receivables from financial transactions(1)  Receivables from financial leases  Total  Loans  Other receivables from financial transactions(1)  Receivables from financial leases  Total
   (in thousands of Pesos)  
Variable rate                        
Ps.    646,842        279,399    926,241    585,172        101,763    686,935 
Foreign currency            3,354    3,354            2,957    2,957 
Sub Total    646,842        282,753    929,595    585,172        104,720    689,892 
Fixed rate                                        
Ps.    17,517,112    291,345    714,994    18,523,451    13,752,548    261,389    486,240    14,500,177 
Foreign currency    794,938    117,580        912,518    675,883    173,230        849,113 
Sub Total    18,312,050    408,925    714,994    19,435,969    14,428,431    434,619    486,240    15,349,290 
Total    18,958,892    408,925    997,747    20,365,564    15,013,603    434,619    590,960    16,039,182 

 

 

(1) Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

 

92
 

 

Loans and Financings — Portfolio Classification

 

The following table presents our loan and other financing portfolio, before the deduction for allowances for loan losses, using the classification system of the Central Bank in effect at the end of the nine-month period ended September 30, 2015 and at the end of each year indicated:

 

   Grupo Supervielle S.A.
   Nine-month Period ended September 30,  Year ended December 31,
   2015  %  2014  %  2013  %  2012  %  2011  %  2010  %
   (in thousands of Pesos, except percentages)
Loan portfolio categories                                                            
Normal situation (1)    17,886,697    94.34%   14,192,413    94.53%   11,038,865    94.9%   7,122,305    93.0%   6,140,370    95.2%   4,377,964    96.8%
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)    454,623    2.40%   357,393    2.38%   233,641    2.0%   206,830    2.7%   160,438    2.4%   56,889    1.3%
With problems/ medium risk (3)    240,256    1.27%   176,231    1.17%   152,207    1.3%   112,319    1.5%   57,842    0.9%   26,007    0.6%
High risk of insolvency/ high risk (4)    337,321    1.78%   256,510    1.71%   187,607    1.6%   145,346    1.9%   62,071    0.9%   37,100    0.8%
Uncollectible (5)    39,421    0.21%   30,668    0.20%   21,729    0.2%   73,170    1.0%   34,044    0.5%   24,929    0.6%
Uncollectible, classified as such under regulatory requirements (6)    574    0.00%   387    0.00%   242    0.0%   162    0.0%   186    0.0%   119    0.0%
Total loans    18,958,892    100.00%   15,013,603    100.00%   11,634,289    100.00%   7,660,132    100.00%   6,454,951    100.00%   4,523,008    100.00%
                                                             
Other receivables from financial transactions portfolio categories                                                            
Normal situation (1)    394,791    96.54%   422,043    97.11%   243,131    96.2%   78,681    89.7%   40,966    92.1%   36,077    94.0%
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)    5,775    1.41%   4,587    1.06%   3,718    1.5%   3,167    3.6%   1,388    2.1%   717    1.9%
With problems/ medium risk (3)    2,847    0.70%   2,532    0.58%   1,980    0.8%   1,877    2.1%   660    1.0%   299    0.8%
High risk of insolvency/ high risk (4)    3,929    0.96%   3,822    0.88%   3,066    1.2%   2,471    2.8%   798    1.2%   478    1.2%
Uncollectible (5)    1,582    0.39%   1,633    0.38%   850    0.3%   1,476    1.7%   661    1.0%   819    2.1%
Uncollectible, classified as such under regulatory requirements (6)    1        1    0.00%   2    0.0%       0.0%       0.0%       0.0%
Total Other receivables from financial
transactions
   408,925    100.00%   434,619    100.00%   252,747    100.00%   87,672    100.00%   44,473    100.00%   38,390    100.00%
                                                             
Categories of receivables from financial leases                                                            
Normal situation (1)    967,849    97.00%   567,063    95.96%   489,224    94.2%   564,479    93.9%   394,410    92.7%   303,352    95.9%
Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk (2)    14,966    1.50%   12,715    2.15%   20,285    3.9%   24,803    4.1%   23,933    5.6%   8,914    2.8%
With problems/ medium risk (3)    3,760    0.38%   6,010    1.02%   3,099    0.6%   3,154    0.5%   4,464    1.0%   1,977    0.6%
High risk of insolvency/ high
risk (4)
   9,957    1.00%   1,098    0.19%   6,045    1.2%   8,374    1.4%   2,081    0.5%   678    0.2%
Uncollectible (5)    1,215    0.12%   4,074    0.69%   544    0.1%   618    0.1%   476    0.1%   1,525    0.5%
Uncollectible, classified as such under regulatory requirements                0.00%       0.0%       0.0%       0.0%   0    0.0%
Total receivables from financial leases    997,747    100.00%   590,960    100.00%   519,197    100.00%   601,428    100.00%   425,364    100.00%   316,446    100.00%

 

 

(1) Current loans and loans up to 31 days past due on principal or interest. Borrower can readily 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) Debt payment is occasionally delinquent, with arrears from 31 to 90 days. Under observation: cash flow analysis indicates that, at the time made, the customer is able to honor all financial commitments. However, there are potential situations that, unless timely controlled or corrected, may affect the customer’s future payment capacity. Under negotiation or with refinancing agreements includes customers that, upon their inability to pay their obligations on agreed upon conditions, state their intention to refinance their debts within 60 days computed from the date of their default in payment.
(3) Debt is in arrears at least 91 days and up to 180 days. Cash flow analysis evidences difficulties in servicing of debt on agreed terms, such that if the problems are not solved, they may result in some loss.
(4) Judicial proceedings demanding payment have been initiated against the borrower, or the borrower is delinquent with arrears greater than 180 days and up to one year. Cash flow analysis demonstrates that full repayment of the borrower’s obligations is highly improbable.
(5) 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. Loans in this category are considered total losses. Although these assets could have a possibility of recovery under certain future circumstances, lack of collectability is evident as of the date of analysis.
(6)Loans to borrowers indicated by the Central Bank to be more than 180 days in arrears to any liquidated or bankrupt financial entity. Also includes loans to foreign banks and other financial institutions which are not classified as “normal” and which are not subject to the supervision of the Central Bank or other similar authority of the country of origin and which are not classified as “investment grade” by any of the rating agencies admitted to the Central Bank pursuant to Communication “A” 2729.

93
 

 

Amounts Past Due and Non-accrual Loans and Other Financing

 

The following table analyzes our non-accrual loan and other financing portfolio, by type of loan as of the dates indicated, as well as amounts past due in our loan and other financing portfolio, by type of loan and other financing as of the dates indicated.

 

The past due loans listed in the table below include loans of the Bank and CCF past due more than 90 days and Tarjeta and Cordial Microfinanzas loans past due more than 30 days.

 

Our policy for placing Bank and CCF loans on non-accrual status is prescribed by Central Bank regulations, which consider both quantitative and qualitative factors. Loans are deemed either “With problems/Medium risk,” “High risk of insolvency/High risk” or “Uncollectible”. Loans deemed “With problems/Medium risk” are those loans to individuals that are in arrears at least 91 days and up to 180 days, or those loans to businesses for which cash flow analysis suggests problems in normal servicing of existing debt, such that if the problems are not resolved, we may incur some loss. Loans deemed “High risk of insolvency/High risk” are (i) those of borrowers against whom judicial proceedings have been initiated for payment, (ii) those whose borrowers are delinquent with arrears greater than 180 days and up to one year, and (iii) those for which cash flow analysis suggests that full repayment of the borrower’s obligations is highly improbable. Lastly, loans deemed “Uncollectible” are those (i) to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or (ii) those in arrears in excess of one year. Loans in the “Uncollectible” category are considered total losses.

  

94
 
 

Grupo Supervielle S.A.

 

As of
September 30

Year ended
December 31,

 

2015

2014

2013

2012

2011

2010

  (in thousands of Pesos)
Non-Accrual            
Loans            
To the non-financial private sector and foreign residents            
Overdrafts 32,267 28,044 25,936 11,400 6,424 8,099
Promissory notes(1) 20,648 22,349 4,903 13,179 6,344 5,245
Unsecured corporate loans 26,601 10,159 13,472 15,009 2,909 2,159
Mortgage loans 206 403 1,018 1,169 3,636 1,076
Automobile and other secured loans 3,962 7,228 7,480 16,177 4,902 3,481
Personal loans 319,652 241,946 189,309 150,376 87,439 41,290
Credit card loans 212,151 152,331 119,772 128,420 49,943 24,154
Foreign Trade Loans 3,671 - 2,627 1,410 57 1,743
Other Loans

15,029

8,840

6,129

3,413

2,671

5,064

Total Non-Accrual Loans

634,187

471,300

370,645

340,552

164,324

92,309

Other receivables from financial transactions            
Others

4,692

4,762

3,344

3,596

1,278

1,597

Total Non-Accrual Other receivables from
financial transactions

4,692

4,762

3,344

3,596

1,278

1,597

Receivables from financial leases

14,931

11,182

9,688

12,146

7,021

4,180

Total Non-Accrual receivables from financial leases

14,931

11,182

9,688

12,146

7,021

4,180

Total Non-Accrual Financings

653,810

487,244

383,677

356,481

172,624

98,086

Non-Accrual Financings            
With Preferred Guarantees 19,566 23,849 25,488 36,650 13,317 5,666
With Other Guarantees - 96 17 239 - -
Without Guarantees

634,244

463,299

358,172

319,592

159,307

92,420

Total Non-Accrual Financings

653,810

487,244

383,677

356,481

172,624

98,086

 

 

Grupo Supervielle S.A.

 

As of
September 30,

Year ended
December31,

 

2015

2014

2013

2012

2011

2010

  (in thousands of Pesos)
Past Due            
Loans            
To the non-financial private sector and foreign residents            
Overdrafts 49,663 34,044 13,048 15,345 23,519 2,509
Promissory notes(1) 28,551 23,128 6,793 12,372 2,621 1,257
Unsecured corporate loans 58,912 36,397 15,476 9,526 4,633 4,267
Mortgage loans 6,999 5,685 957 3,804 746 143
Automobile and other secured loans 2,972 6,309 6,207 15,593 4,679 3,274
Personal loans 256,143 204,569 166,708 137,562 78,447 28,315
Credit card loans 161,410 115,312 95,504 115,712 43,775 16,636
Foreign trade loans 19,116 25,461 5,476 18,890 6,646 3,351
Other loans

12,816

8,434

5,088

5,187

3,292

4,808

Total Past Due Loans

596,582

459,339

315,257

333,992

168,358

64,561

Other receivables from financial transactions            
Unlisted corporate bonds - - - - - -
Others

3,878

2,870

1,857

2,022

288

541

Total Past Due Other receivables from
financial transactions

3,878

2,870

1,857

2,022

288

541

Receivables from financial leases

28,147

19,168

9,593

17,238

2,279

4,373

Total Past Due receivables from financial leases

28,147

481,377

326,707

353,252

170,925

69,475

Past Due Financings            
With Preferred Guarantees 82,629 70,821 24,792 42,304 9,662 9,015
Without Guarantees

545,978

410,556

301,915

310,948

161,263

60,460

Total Past Due Financings

628,607

481,377

326,707

353,252

170,925

69,475

 

 

 

(1) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

95
 

 

Risk Element – Interest

 

The following table analyzes the gross interest income that would have been recorded in the nine-month period ended September 30, 2015 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, as well as the amount of interest income on those loans that was included in net income for the period.

 

   As of
September 30, 2015
   (in thousands of Pesos)
Interest income that would have been recorded on non-accrual loans on which the accrual of interest was discontinued   Ps. 30,221 
Interest on loans classified as non-accrual included in net income    34,579 

  

Analysis of the Allowance for Loan Losses

 

The Central Bank’s regulations require financial institutions to classify certain consumer or housing loans in excess of Ps.2,500,000 as commercial loans, and allow financial institutions to classify certain commercial loans of up to Ps.2,500,000 as consumer and housing loans. See “Argentine Banking Regulation—Liquidity and Solvency Requirements—Debt Classification and Loan Loss Provisions—Credit Portfolio”. As of December 31, 2014 we did not hold any consumer or housing loans in excess of Ps.2,500,000 classified as commercial loans and we held commercial loans for less than Ps.2,500,000 for which we applied the consumer and housing loan classification for a total amount of Ps.984.4 million. The estimated impact derived from the application of this classification on our loan loss provisions and allowance for loan losses for the year ended December 31, 2014 was an increase of Ps.4.0 million in both items. The estimated impact derived from the application of this classification on our loan loss provisions and allowance for loan losses for the nine-month period ended September 30, 2015 was an increase of Ps.5.0 million in both items.

 

96
 

 

The table below sets forth annual variations in the allowances for loan losses for the nine-month period ended September 30, 2015 and the years ended December 31, 2014, 2013, 2012, 2011 and 2010. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Allowances for Loan Losses.” Amounts below include allowances for loans, leasing and other receivables from financial transactions.

.

   Grupo Supervielle S.A.
   Nine-month Period ended September 30,  Year ended
December 31,
   2015  2014  2013  2012  2011  2010
   (in thousands of Pesos)
Balance at the beginning of the year    429,358    353,756    295,691    175,780    110,524    112,570  
Provisions charged to income    355,994    356,509    350,535    209,798    99,079    67,827 
Write-offs and reversals(1)    (233,581)   (280,907)   (296,985)   (89,887)   (73,233)   (69,873)
Other adjustments            4,515        39,411     
Balance at the end of year    551,771    429,358    353,756    295,691    175,780    110,524 
Provisions net of write-offs and reversals    0.7%   0.6%   0.6%   1.7%   0.3%   (0.1%)
                               
Provisions charged to income                              
Promissory notes(2)    6,494    33,143    18,218    16,438    10,329    8,497 
Unsecured corporate loans    15,818    15,163    10,764    8,232    3,152    7,228 
Overdrafts    18,071    17,752    14,967    7,102    5,318    6,754 
Mortgage loans        219    984    (186)   1,836    138 
Automobile and other secured loans    1,024    3,928    5,831    6,008    3,050    1,494 
Personal loans    182,334    140,817    138,146    94,630    40,358    23,977 
Credit cards loans    111,816    126,429    112,726    62,944    23,428    11,448 
Foreign Trade Loans    159    4,497    3,483    863    1,325    4,267 
Other financings    5,254    4,179    34,213    6,896    4,855    (2,394)
Other receivables from financial transactions    3,284    6,366    4,508    4,651    2,129    2,997 
Receivables from financial leases    11,740    4,016    6,695    2,220    3,298    3,421 
    355,994    356,509    350,535    209,798    99,079    67,827 
                               
Write-offs and reversals                              
Promissory notes(2)    (4,272)   (18,328)   (14,477)   (9,298)   (4,564)   (3,180)
Unsecured corporate loans    (3,848)   (9,191)   (8,315)   (1,575)   (1,038)   (6,693)
Overdrafts    (8,059)   (9,721)   (8,658)   (5,420)   (4,639)   (3,483)
Mortgage loans    (90)   (369)   (601)   (243)   (1,379)   (13)
Automobile and other secured loans    (2,540)   (4,293)   (8,538)   (2,153)   (1,798)   (1,615)
Personal loans    (129,171)   (142,797)   (135,489)   (47,180)   (37,768)   (32,101)
Credit cards loans    (74,806)   (79,733)   (101,030)   (16,834)   (14,354)   (17,375)
Foreign Trade Loans        (3,842)   (1,202)   (2,185)   (2,064)   (2,946)
Other financings    (1,473)   (2,857)   (9,016)   (601)   (70)   64 
Other receivables from
financial transactions
   (4,369)   (5,558)   (3,191)   (3,368)   (3,576)   (1,863)
Receivables from financial leases    (4,953)   (4,218)   (6,468)   (1,030)   (1,984)   (668)
    (233,581)   (280,907)   (296,985)   (89,887)   (73,233)   (69,873)

 

 

(1) Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer on our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are 100% provisioned before being written off.
(2) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

97
 

 

Allocation of the Allowance for Loan Losses and Other Financing

 

The following table allocates the allowance for loan and other financing losses by category of loans and sets forth the percentage distribution of the total allowances for the nine-month period ended September 30, 2015 and each of the years ended December 31, 2014, 2013, 2012, 2011 and 2010. Amounts below include allowances for loans, leasing and other receivables from financial transactions.

 

   Grupo Supervielle S.A.
   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012  2011  2010
   Amount  % of Total
Financing
  % of Financing
Category
  Amount  % of Total
Financing
  % of Financing
Category
  Amount  % of Total
Financing
  % of Financing
Category
  Amount  % of Total
Financing
  % of Financing
Category
  Amount  % of Total
Financing
  % of Financing
Category
  Amount  % of Total
Financing
  % of Financing
Category
   (in thousands of Pesos, except percentages)
Loans:                                                      
Promissory notes(1)    51,822    9.4%   9.7%   54,891    12.8%   13.2%   42,726    12.1%   12.5%   35,814    12.1%   12.5%   25,688    14.6%   15.4%   19,901    18.0%   19.6%
Unsecured corporate loans    35,429    6.4%   6.6%   22,387    5.2%   5.4%   17,660    5.0%   5.2%   13,806    4.7%   4.8%   5,967    3.4%   3.6%   3,854    3.5%   3.8%
Overdrafts    37,581    6.8%   7.0%   26,601    6.2%   6.4%   19,888    5.6%   5.8%   11,665    3.9%   4.1%   8,984    5.1%   5.4%   8,306    7.5%   8.2%
Mortgage loans    772    0.1%   0.1%   1,016    0.2%   0.2%   1,295    0.4%   0.4%   790    0.3%   0.3%   1,153    0.7%   0.7%   695    0.6%   0.7%
Automobile and other secured loans    2,655    0.5%   0.5%   4,244    1.0%   1.0%   5,147    1.5%   1.5%   7,723    2.6%   2.7%   3,207    1.8%   1.9%   1,955    1.8%   1.9%
Personal loans    209,418    38.0%   39.2%   149,508    34.8%   35.9%   122,147    34.5%   35.7%   96,143    32.5%   33.7%   57,181    32.5%   34.3%   36,007    32.6%   35.5%
Credit card loans    172,688    31.3%   32.4%   135,790    31.6%   32.6%   113,075    32.0%   33.1%   108,502    36.7%   38.0%   49,491    28.2%   29.6%   19,553    17.7%   19.3%
Foreign Trade Loans    9,631    1.7%   1.8%   8,055    1.9%   1.9%   8,868    2.5%   2.6%   5,439    1.8%   1.9%   6,693    3.8%   4.0%   7,432    6.7%   7.3%
Other financings:    13,679    2.5%   2.6%   14,531    3.4%   3.5%   11,194    3.2%   3.3%   5,577    1.9%   2.0%   8,585    4.9%   5.1%   3,809    3.4%   3.8%
Total Loans    533,675    96.7%   100.0%   417,023    97.1%   100.0%   342,000    96.7%   100.0%   285,458    96.5%   100.0%   166,948    95.0%   100.0%   101,512    91.8%   100.0%
Other receivables
from financial transactions
   4,194    0.8%   100.0%   5,221    1.2%   100.0%   4,439    1.3%   100.0%   3,143    1.1%   100.0%   2,979    1.7%   100.0%   4,473    4.0%   100.0%
Receivables from financial leases    13,901    2.5%   100.0%   7,114    1.7%   100.0%   7,317    2.1%   100.0%   7,090    2.4%   100.0%   5,853    2.4%   100.0%   4,539    4.1%   100.0%
Total    551,770    100.0%   100.0%   429,358    100.0%   100.0%   353,756    100.0%   100.0%   295,691    100.0%   100.0%   175,780    100.0%   100.0%   110,524    100.0%   100.0%

 

(1) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

98
 

 

Loans and Other Financing Portfolio by Economic Activity

 

The table below analyzes our loan and other financing portfolio according to the borrower’s main economic activity as of September 30, 2015 and as of December 31, 2014, 2013, 2012, 2011, and 2010. Amounts below include allowances for loans, leasing and other receivables from financial transactions.

 

   Grupo Supervielle S.A.
   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012  2011  2010
   Loan Portfolio  % of Loan Portfolio  Loan Portfolio  % of Loan Portfolio  Loan Portfolio  % of Loan Portfolio  Loan Portfolio  % of Loan Portfolio  Loan Portfolio  % of Loan Portfolio  Loan Portfolio  % of Loan Portfolio
   (in thousands of Pesos, except percentages)
Oils and oilseeds       38,781    0.19%    35,021    0.22%    90,159    0.73%    61,443    0.74%    50,985    0.74%    132,270    2.71%
Agriculture, crops and fruit    922,542    4.53%   1,008,363    6.29%   752,418    6.06%   402,295    4.82%   382,018    5.52%   307,590    6.31%
Manufactured foodstuff, cattle beef    463,730    2.28%   260,980    1.63%   272,804    2.20%   70,484    0.84%   107,015    1.55%   132,680    2.72%
Household items, sales / Trading    138,556    0.68%   127,949    0.80%   308,531    2.49%   159,950    1.92%   198,232    2.86%   142,660    2.92%
Automotive vehicles and car parts    373,606    1.83%   522,760    3.26%   300,554    2.42%   261,202    3.13%   204,546    2.95%   185,090    3.79%
Sugar    127,456    0.63%   185,419    1.16%   113,845    0.92%   148,461    1.78%   104,443    1.51%   53,810    1.10%
Foreign and local banks    16,870    0.08%   22,801    0.14%   108,422    0.87%   2,486,887    29.79%   77,377    1.12%   17,280    0.35%
Alcoholic beverages    117,543    0.58%   104,815    0.65%   38,592    0.31%   31,795    0.38%   26,508    0.38%   12,130    0.25%
Civil construction    597,880    2.94%   253,976    1.58%   180,836    1.46%   98,769    1.18%   17,909    0.26%   68,440    1.40%
Road works and specialized construction    935,096    4.59%   630,765    3.93%   307,690    2.48%   213,008    2.55%   336,263    4.86%   162,160    3.33%
Cooperatives and small financial institutions    349,055    1.71%   311,261    1.94%   344,283    2.78%   176,938    2.12%   479,702    6.93%   232,070    4.76%
Private and public mail services    65,622    0.32%   48,718    0.30%   51,203    0.41%   46,995    0.56%   33,848    0.49%   28,780    0.59%
Cattle raising    176,861    0.87%   85,763    0.53%   68,659    0.55%   45,539    0.55%   39,577    0.57%   61,860    1.27%
Leather    75,719    0.37%   90,456    0.56%   49,776    0.40%   247,684    2.97%   37,957    0.55%       0.00%
Electricity and gas distribution    123,377    0.61%   108,440    0.69%   47,162    0.38%   50,016    0.60%   18,210    0.26%   47,660    0.98%
Home appliances, audio and video devices, production and importation    59,361    0.29%   121,088    0.75%   165,025    1.34%   85,633    1.02%   73,135    1.06%   61,690    1.26%
Hydrocarbon extraction and production    102,206    0.50%   138,053    0.86%   88,623    0.71%   245,866    2.94%   69,857    1.01%   63,490    1.30%
Families and individuals(1)    11,181,796    54.91%   7,804,466    48.66%   5,981,333    48.21%   1,196,950    14.34%   2,856,736    41.25%   1,573,881    32.27%
Hypermarkets and supermarkets    207,591    1.02%   580,535    3.62%   349,912    2.82%   13,947    0.17%   150,190    2.17%   191,430    3.92%
Machines and tools – Production, sale and/or lease    195,840    0.96%   122,331    0.76%   85,910    0.69%   49,240    0.59%   61,815    0.89%   57,530    1.18%
Motorcycles, parts and accessories        0.00%       0.00%       0.00%   37,070    0.44%   63,852    0.92%   60,600    1.25%
Paper and cardboard    47,611    0.23%   52,404    0.33%   45,642    0.37%   28,990    0.35%   40,465    0.58%   24,000    0.49%
Plastic - Manufactures    232,011    1.14%   247,564    1.55%   273,101    2.20%   192,790    2.31%   157,825    2.28%   146,200    3.00%
Metal products    63,520    0.31%   59,907    0.37%   47,547    0.38%   156,321    1.87%   24,229    0.35%   13,890    0.28%
Pharmaceutical products and laboratories    205,248    1.01%   203,976    1.27%   137,143    1.11%   98,855    1.18%   93,814    1.35%   34,930    0.72%
Chemical products    127,795    0.63%   156,895    0.98%   26,652    0.21%   26,946    0.32%   22,891    0.33%   34,380    0.70%
Waste collection and recycling    218,164    1.07%   88,991    0.55%   59,604    0.48%   21,867    0.26%   11,454    0.17%   25,690    0.53%
Corporate services    148,831    0.73%   72,080    0.45%   64,989    0.53%   358,700    4.30%   32,856    0.47%   33,240    0.68%
Health services    126,827    0.62%   101,869    0.64%   67,961    0.55%   34,966    0.42%   30,235    0.44%       0.00%
Mineral extraction and production    70,773    0.35%   58,143    0.36%   62,169    0.50%   45,204    0.54%   24,901    0.36%       0.00%
Telecommunications    10,460    0.05%   9,988    0.06%   12,441    0.10%   6,247    0.07%   10,430    0.15%   2,480    0.05%
Textile industry    274,549    1.35%   258,411    1.61%   235,666    1.90%   131,964    1.58%   128,723    1.86%   95,840    1.96%
Cargo transportation    429,168    2.11%   330,371    2.06%   230,617    1.86%   171,348    2.05%   98,337    1.42%   85,250    1.75%
Wine industry    406,216    1.99%   369,166    2.30%   274,601    2.21%   155,041    1.86%   104,348    1.50%   112,710    2.31%
Real estate agencies    84,821    0.42%   88,897    0.55%   28,578    0.23%   30,736    0.37%   31,948    0.46%       0.00%
Other(2)    1,650,082    8.10%   1,376,560    8.59%   1,133,785    9.14%   759,085    9.09%   722,157    10.43%   676,133    13.86%
Total    20,365,564    100%   16,039,182    100%   12,406,233    100%   8,349,231    100%   6,924,788    100%   4,877,844    100%

 

 

(1) Loans for personal consumption.
(2) Includes all other industries. None of such industries exceeds 1% of the total loan and other financing portfolio.

 

99
 

 

Composition of Deposits

 

The following table sets out the composition of each category of deposits by currency of denomination that exceeded 10% of average total deposits at September 30, 2015 and at December 31, 2014, 2013 and 2012.

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012
   Average
balance
  Average
nominal
rate
  Average
balance
  Average
nominal
rate
  Average
balance
  Average
nominal
rate
  Average
balance
  Average
nominal
rate
   (in thousands of Pesos, except percentages)
Deposits in domestic bank offices by local depositors                        
Non-interest-bearing checking accounts                        
Average                        
Pesos    4,525,651           0.0 %    3,424,719    0.0 %    2,527,816    0.0 %    1,941,398    0.0 %
Dollars    92,110    0.0%   81,673    0.0%   85,637    0.0%   120,945    0.0%
Total    4,617,761    0.0%   3,506,392    0.0%   2,613,453    0.0%   2,062,343    0.0%
Checking and savings accounts                                        
Average                                        
Pesos    4,339,264    0.1%   3,042,411    0.1%   2,349,473    0.1%   1,723,787    0.1%
Dollars    251,174    0.1%   176,317    0.1%   125,878    0.1%   170,231    0.1%
Total    4,590,438    0.1%   3,218,728    0.1%   2,475,351    0.1%   1,894,018    0.1%
Time deposits                                        
Average                                        
Pesos    8,667,249    24.2%   7,107,818    22.5%   5,151,063    16.1%   3,664,834    13.6%
Dollars    325,994    0.70%   310,746    0.7%   244,176    0.7%   241,718    0.8%
Total    8,993,243    23.3%   7,418,564    21.6%   5,395,239    15.4%   3,906,552    12.8%
Deposits in domestic bank offices by foreign depositors                                        
Non-interest-bearing checking accounts                                        
Average                                        
Pesos    194         71         113         47      
Dollars                                     
Total    194         71         113         47      
Checking and savings accounts                                        
Average                                        
Pesos    770         719         863         967      
Dollars    504         130         68         138      
Total    1,274         849         931         1,105      
Time deposits                                        
Average                                        
Pesos    1,061         1,091         166         154      
Dollars                                     
Total    1,061         1,091         166         154      

 

100
 

 

Maturity of Deposits

 

The following table sets forth information regarding the maturity of our deposits exceeding Ps.100,000 at September 30, 2015.

 

   At September 30, 2015
   (in thousands of Pesos)
Time Deposits   
Within 3 months    8,189,010 
After 3 months but within 6 months    189,328 
After 6 months but within 12 months    316,163 
Over 12 months    2,263 
Total Time Deposits(1)    8,696,764 

 

 

(1) Only principal. Excludes the CER adjustment.

 

Short-term Borrowings

 

The table below shows our short-term borrowings as of the dates indicated.

 

   As of September 30,  At December 31,
   2015  2014  2013  2012
   Amount  Annualized
Rate
  Amount  Annualized
Rate
  Amount  Annualized
Rate
  Amount  Annualized
Rate
   (in thousands of Pesos, except percentages)
International banks and Institutions:                        
Total amount outstanding at the end of the reported period    194,416    3.3%   53,640    5.7%   41,489    4.5%   46,245    8.0%
Average during period    95,225    3.2%   93,249    3.1%   38,379    6.9%   133,137    7.1%
Maximum monthly average    227,306         141,347         46,617         178,628      
                                         
Financing received from Argentine financial institutions:                                        
Total amount outstanding at the end of the reported period    483,987    27.7%   378,571    26.4%   324,332    24.7%   380,886    19.0%
Average during period    461,090    26.7%   378,152    29.5%   377,330    21.5%   297,745    19.1%
Maximum monthly average    507,431         488,257         507,078         372,889      
                                         
Other(1)                                        
Total amount outstanding at the end of the reported period    1,348,115    0.0%   1,419,633    0.0%   845,511    0.0%   674,522    0.0%
Average during year    1,396,404    0.0%   1,080,003    0.0%   804,335    0.0%   563,438    0.1%
Maximum monthly average    1,515,966         1,377,984         981,161         745,101      
                                         
Unsubordinated Corporate Bonds                                        
Total amount outstanding at the end of the reported period    665,089    27.0%   296,052    24.3%   456,674    23.8%   273,154    18.9%
Average during year    527,566    26.2%   453,270    26.7%   422,773    21.4%   284,168    16.9%
Maximum monthly average    667,226         601,057         564,748         196,732      

 

 

(1) Includes mainly collections and other transactions on behalf of third parties, miscellaneous (payment orders abroad) and social security payment orders pending settlement.

 

101
 

 

Return on Equity and Assets

 

The following table presents certain selected financial information and ratios for the dates indicated.

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012
   (in thousands of Pesos, except percentages)
             
Net Income    313,983    362,920    372,990    326,205 
Average total assets    25,644,837    20,066,019    14,645,841    11,139,240 
Average shareholders’ equity    2,008,322    1,601,589    1,212,654    859,612 
Shareholders’ equity at the end of the period    2,013,584    1,706,986    1,352,408    988,091 
Net income as a percentage of:                    
Average total assets(1)    1.6%   1.8%   2.5%   2.9%
Average shareholders’ equity(1)    20.8%   22.7%   30.8%   37.9%
Declared cash dividends    7,385    7,385    8,342    8,672 
Dividend payout ratio    2.0%   2.0%   2.2%   2.7%
Average shareholders’ equity as a percentage of average total assets    7.8%   8.0%   8.3%   7.7%

 

 

 

(1) Amounts for the nine-month period ended September 30, 2015 have been annualized by multiplying net income for the period by 4/3.

 

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Minimum Capital Requirements

 

Our main subsidiary, the Bank, is required to satisfy minimum capital requirements. The following table sets forth the Bank and CCF’s consolidated minimum capital requirements set by the Superintendency as of the dates indicated.

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012
   (in thousands of Pesos)
Calculation of excess capital:            
Allocated to assets at risk    1,822,195    1,497,829    1,137,314    710,962 
Allocated to Bank premises and equipment, intangible assets and equity investment assets    98,231    81,876    40,906    37,019 
Market risk    53,771    51,073    32,704    3,884 
Interest rate risk                81,280 
Public sector and securities in investment account    39,539    7,516    16,412    2,584 
Operational Risk    490,287    467,629    351,912    242,626 
Required minimum capital under Central Bank regulations    2,504,023    2,105,923    1,579,248    1,078,355 
Basic net worth    2,367,007    2,033,758    1,531,341    831,777 
Complementary net worth    557,203    532,097    444,050    510,916 
Deductions    (256,345)   (228,529)   (203,125)   (210,782)
Total capital under Central Bank regulations    2,667,865    2,337,326    1,772,266    1,131,911 
Excess capital    163,842    231,403    193,018    53,556 
Credit Risk Weighted Assets(1)    22,684,663    18,310,384    13,762,992    8,847,150 
Risk Weighted Assets(2)    31,300,286    26,324,038    19,740,600    N/A 
                     
Selected capital and liquidity ratios:                    
Regulatory capital/credit risk weighted assets    11.8%   12.8%   12.9%   12.8%
Regulatory capital/risk weighted assets    8.5%   8.9%   9.0%   N/A 
Average shareholders’ equity as a percentage of average total assets    9.6%   9.5%   9.6%   9.5%
Total liabilities as a multiple of total shareholders’ equity    10.2x   10x   9.9x   10.8x
Cash as a percentage of total deposits    18.6%   21.5%   20.7%   23.8%
Liquid assets as a percentage of total deposits(3)    23.9%   26.4%   24.4%   25.7%
Extended liquid assets as a percentage of total deposits(4)    41.3%   43.2%   46.4%   51.2%

 

 

(1) Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.
(2) Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.
(3) Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).
(4) Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and our promissory notes portfolio with a final maturity currently of 90 days.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in “Forward-looking Statements,” “Risk Factors,” and the matters set forth in this prospectus generally.

 

This discussion should be read in conjunction with our audited consolidated financial statements which are included elsewhere in this prospectus.

 

Overview

 

We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina’s most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.4% of our total assets and, has a history of strong growth and robust profitability, ROAE of 28.3% on average for the 2010-2014 period, compared to an average of 27.6% for private banks in Argentina for the same period according to the Central Bank. As of September 30, 2015, we served over two million customers, and our assets totaled Ps.28.1 billion (approximately US$3.0 billion), in addition to Ps.4.9 billion (approximately US$510 million) of assets managed by SAM. As of September 30, 2015, the Bank and CCF accounted for 89.4% and 8.0% of our total assets, respectively.

 

As of December 31, 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

 

  Personal loans: a 5.0% market share;

 

  Active Mastercard credit cards: a 9.1% market share;

 

Leasing: a 6.3% market share , and a market share greater than 10% when taking into account our securitized leasing portfolio;

 

Factoring: a 9.8% market share;

 

Deposits among private banks in the Mendoza and San Luis regions: a 19.5% and 57.3% market share, respectively; and

 

Total loans among private banks in the Mendoza and San Luis regions: a 15.9% and 39.5% market share, respectively.

 

In the nine-month period ended September 30, 2015,

 

The Bank originated 30.9% of all bank asset securitizations in the Argentine market;

 

We originated 8.0% of all asset securitizations in the Argentine market; and

 

We managed 13.2% of all social security payments to senior citizens in Argentina.

 

In the year ended December 31, 2014,

 

The Bank originated 45.1% of all bank asset securitizations in the Argentine market;

 

We originated 16.2% of all asset securitizations in the Argentine market; and

 

We managed 12.9% of all social security payments to senior citizens in Argentina.

 

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We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, SMEs and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 326 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 67 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 492 ATMs and 158 self-service terminals.

 

Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Walmart Argentina customers at each of Walmart Argentina’s 108 supermarkets located in 21 provinces.

 

As of September 30, 2015, on a consolidated basis, we had:

 

  over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,331 small businesses and 4,442 SMEs and large-sized companies;

 

Ps.28.1 billion in total assets;

 

Ps.18.4 billion in loans to the private sector and Ps.984 million in financial leases;

 

Ps.1.2 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.2.5 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.20.7 billion in deposits, including Ps.19.5 billion from the private sector, Ps.0.2 million from the financial sector and Ps.0.9 billion from the non-financial public sector;

 

Ps.2.0 billion in shareholders’ equity; and

 

4,714 employees.

 

As of December 31, 2014, on a consolidated basis, we had:

 

approximately two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies;

 

Ps.23.2 billion in total assets;

 

Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases;

 

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Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.16.9 billion in deposits, including Ps.15.3 billion from the private sector and Ps.1.4 billion from the non-financial public sector;

 

Ps.1.7 billion in shareholders’ equity; and

 

4,579 employees.

 

We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

 

Between 2010 and 2014 the Bank’s loan portfolio grew at a CAGR of 32.9%, as compared to 29.5% for private banks in Argentina. The Bank’s ROAE was 22.7%, 28.5%, 35.2%, 27.7% and 27.3% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, compared to an average ROAE of 24.5%, 25.6%, 26.4%, 29.1% and 32.1% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.7%, 12.5%, 15.1%, 15.0% and 16.7% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, which compares favorably to averages for private banks in Argentina of 11.6%, 10.6%, 12.3%, 12.5% and 14.2% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively. As of December 31, 2014, the Bank accounted for 3.4% of all loans held by private banks in Argentina and 3.2% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2010.

 

Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

 

Financial Presentation

 

Our consolidated financial statements are prepared in accordance with Argentine Banking GAAP. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Note 36 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the years ended December 31, 2014 and 2013.

 

Our segment disclosure for the nine-month periods ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012 is presented on a basis that corresponds with our internal reporting structure and is consistent with the manner in which our Board of Directors regularly evaluates the components of our operations in deciding how to allocate resources and in assessing the performance of our business.

 

We measure the performance of each of our business segments primarily in terms of net income (i.e., net revenues–or financial income and service fee income, net of financial expenses and service fee expenses–after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under “Adjustments.”

 

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We operate our business along the following segments:

 

Retail Banking: Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.

 

Corporate Banking: Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.

 

  Treasury: The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.

 

Consumer Finance: Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors. We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

 

Insurance: Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.

 

Asset Management & Other Services: We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

 

The Argentine Economy and Financial System

 

In 2010, the Argentine economy benefitted indirectly from measures adopted by industrialized countries to face the global economic crisis. GDP grew at an annual rate of 9.5% according to INDEC. This growth was largely driven by increases in private consumption and exports and the performance of the agricultural and industrial sectors.

 

In 2011, Argentina’s GDP increased 8.4% when compared to 2010, primarily a result of an increase in private consumption.

 

Strong growth in domestic demand continued putting pressure on inflation. According to INDEC, Argentina recorded 9.5% inflation in 2011, slightly lower than that recorded in 2010. Eleven provinces in Argentina, however, recorded much higher levels of inflation than that calculated by INDEC, on average reporting inflation in 2011 at 20%.

 

In 2012, the Argentine economy grew slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports.

 

According to the Central Bank, total deposits increased by Ps.133.2 billion in 2012, representing a 28.8% increase from 2011. Public sector deposits increased by Ps.33.8 billion in 2012, representing a 26.0% increase from 2011. Non-financial private sector deposits increased by Ps.99.4 billion in 2012, representing a 30.3% increase from 2011, primarily driven by a Ps.112.1 billion increase, or a 41.2% increase, in Peso deposits. Further, in 2012, foreign currency deposits declined by Ps.8.5 billion or 14.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.55.0 billion or 49.6% from 2011. Checking accounts increased by Ps.26.4 billion or 34.4% from 2011 and savings accounts increased by Ps.27.6 billion or 37.5% from 2011.

 

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Total loans increased by Ps.101.6 billion in 2012, representing a 30.6% increase from 2011. Non-financial private sector loans increased by Ps.92.0 billion or 31.5% from 2011. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.102.5 billion or 41.6% from 2011, while foreign currency loans decreased by Ps.13.6 billion or 33.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.15.8 billion or 53.8% and secured loans increased by Ps.28.3 billion or 52.7%. With respect to consumer credit, credit card loans increased by Ps.18.1 billion or 42.1% and personal loans grew by Ps.16.6 billion or 28.4%. Finally, mortgages and pledge loans registered an increase of Ps.8.0 billion or 29.2% and Ps.5.8 billion or 35.0, respectively.

 

In 2013, the Central Bank reported that total deposits increased by Ps.156.7 billion in 2013, representing a 26.3% increase from 2012. Public sector deposits increased by Ps.38.7 billion, representing a 23.7% increase from 2012. Non-financial private sector deposits increased by Ps.116.5 billion in 2013, representing a 27.2% increase from 2012, primarily driven by a Ps.111.8 billion increase, or a 29.1% increase, in Peso deposits. Further, in 2013, foreign currency deposits increased by Ps.6.9 billion or 14.1%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.54.6 billion or 32.9% from 2012. Checking accounts increased by Ps.22.0 billion or 21.4% from 2012 and savings accounts increased by Ps.31.3 billion or 31.0% from 2012.

 

Total loans also increased by Ps.129.4 billion in 2013, representing a 29.8% increase from 2012. Non-financial private sector loans increased by Ps.118.2 billion or 30.8% from 2012. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.119.9 billion or 34.3% from 2012, while foreign currency loans declined by Ps.3.1 billion or 11.7% from 2012. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.7.6 billion or 16.8% and secured loans increased by Ps.35.0 billion or 42.7%. With respect to consumer credit, credit card loans increased by Ps.27.3 billion or 44.8% and personal loans grew by Ps.23.7 billion or 31.5%. Finally, mortgages and pledge loans registered an increase of Ps.8.6 billion or 24.2% and Ps.9.3 billion or 41.4%, respectively.

 

In 2014, total deposits increased by Ps.227.0 billion, representing a 30.2% increase from 2013, as reported by the Central Bank. Public sector deposits increased by Ps.53.5 billion in 2014, representing a 26.4% increase from 2013. Non-financial private sector deposits increased by Ps.170.6 billion in 2014, representing a 31.3% increase from 2013, primarily driven by a Ps.152.2 billion increase, or a 30.7% increase in Peso deposits. Further, in 2014, foreign currency deposits increased by Ps.0.5 billion or 5.8%. In terms of Peso deposits, the most significant were savings accounts, registering a Ps.43.2 billion or 32.6% increase from 2013, followed by checking accounts, which increased by Ps.41.4 billion or 33.0% from 2013. Moreover, time deposits increased by Ps.62.6 billion or 28.4% from 2013.

 

The Central Bank reported that total loans increased by Ps.102.9 billion in 2014, representing an 18.3% increase from 2013. Non-financial private sector loans increased by Ps.102.2 billion or 20.4% from 2013. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.94.8 billion or 20.2% from 2013, while foreign currency loans increased by Ps.4.9 billion or 20.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.12.1 billion or 23.0% and secured loans increased by Ps.21.2 billion or 18.1%. With respect to consumer credit, credit card loans increased by Ps.33.0 billion or 37.3% and personal loans grew by Ps.19.0 billion or 19.2%. Finally, mortgages and pledge loans registered an increase of Ps.4.0 billion or 9.1% and Ps.1.1 billion or 3.4%, respectively.

 

In 2011, financial intermediation activity continued to increase. At the same time, the financial system experienced an additional reduction in delinquencies. According to the Central Bank, the percentage of non-performing loans in the private sector decreased to 1.4% of the total debt portfolio at December 2011, which was at the lowest level in 11 years. The reduction was widespread across all credit lines and categories of borrowing. The low default trend continued in 2012, although it increased slightly from 1.4% to 1.7%, still remaining at historically low levels. In 2013, the default rate remained constant at 1.7% and in 2014 increased to 2.0%.

 

According to the Central Bank, ROAA was 4.1% in 2014, 3.4% in 2013, 2.9% in 2012, 2.7% in 2011 and 2.8% in 2010; and ROAE for the financial system was 32.7% in 2014, compared to 29.5% in 2013, 25.7% in 2012 and 25.3% in 2011. Further, the Central Bank indicated that the interest rate margin increased to 11.7% of assets during 2014. Net income from services during 2014 remained constant at 4.3% of assets, compared to 4.2% in 2012, 3.9% in 2011 and 3.8% in 2010. Loan loss provisions resulting from the increase in private loan delinquencies totaled 1.0% of assets in 2014, compared to 1.1% in 2013, 0.9% in 2012, 0.7% in 2011 and 0.8% in 2010.

 

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According to the Central Bank and INDEC, loans to the private sector, as a percentage of GDP, were 12.1% as of December 31, 2014. Loans to the private sector as a percentage of GDP were 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the IDB. We believe Argentina’s 2014 ratio demonstrates an opportunity for credit expansion.

 

The following table shows average private bank loans in Argentina calculated on a quarterly basis:

 

   Year ended
December 31,
  Change
December 31,
   2014  2013  2012  2014/2013  2013/2012
Loans  (in millions of Pesos)  (in percentages)
Non Financial Public Sector    1,920.8    1,660.7    1,354.1    15.7%   22.6%
Loans to the Financial Sector    9,551.1    9,403.2    8,196.4    1.6%   14.7%
Overdrafts    55,293.1    45,297.6    34,245.9    22.1%   32.3%
Promissory notes    82,740.5    65,548.3    47,606.8    26.2%   37.7%
Mortgage loans    13,331.7    11,435.5    9,382.6    16.6%    21.9%
Automobile and other secured loans    15,377.8    13,293.8    9,603.3    15.7%   38.4%
Personal loans    62,947.9    52,857.9    42,395.9    19.1%   24.7%
Provisions    (9,503.8)   (7,102.1)   (5,315.4)   33.8%   33.6%
Leasing    8,797.5    7,106.9    5,626.3    23.8%   26.3%
                          

 

Source: Central Bank.

 

The following table shows the average private bank deposits calculated on a quarterly basis:

 

   Year ended
December 31,
  Change
December 31,
   2014  2013  2012  2014/2013  2013/2012
Deposits  (in millions of Pesos)  (in percentages)
Non Financial Public Sector    50,408.1    39,749.0    31,593.3    26.8%   25.8%
Financial Sector    520.0    401.0    475.7    29.7%   (15.7%)
Non financial private sector and foreign residents    402,604.9    314,220.9    248,842.9    28.1%   26.3%
Checking accounts    107,499.5    84,339.0    67,112.5    27.5%   25.7%
Saving accounts    100,020.2    80,222.8    67,888.7    24.7%   18.2%
Time deposits and short term investments    183,749.3    141,561.2    107,326.6    29.8%   31.9%
Others    7,924.38    6,012.98    5,079.46    31.8%   18.4%
Interest and differences in exchange rates payable    3,411.64    2,085.00    1,435.64    31.8%   18.4%

 

Source: Central Bank.
 

According to the Central Bank, the average balance of deposits for the Argentine financial system as a whole calculated on a daily basis increased by Ps.247.4 billion or 31.5% to Ps.1,032.7 billion in the nine-month period ended September 30, 2015, from Ps. 785.3 billion for the same period in 2014. The average balance of deposits from the non financial private sector for the Argentine financial system as a whole calculated on a daily basis increased by Ps.208.1 billion or 35.4% to Ps.796.0 billion in the nine-month period ended September 30, 2015, from Ps.587.9 billion for the same period in 2014. The increase in the average balance of deposits was primarily driven by (i) a Ps.95.2 billion or 37.5% increase in the average balance of Peso time deposits, (ii) a Ps.48.3 billion or 37.1% increase in the average balance of Peso saving accounts and (iii) a Ps.43.1 billion or 33.2% increase in the average balance of Peso checking accounts, each in the nine-month period ended September 30, 2015 compared to the same period in 2014.

The average balance of Peso loans to the private sector for the Argentine financial system as a whole calculated on a daily basis increased by Ps.125.5 billion or 26.0% in the nine-month period ended September 30, 2015, from Ps.483.2 billion for the same period in 2014. With respect to loans to businesses, the average balance of secured loans for the Argentine financial system as a whole calculated on a daily basis increased by Ps.32.9 billion or 29.5% and the average balance of overdrafts increased by Ps.12.4 billion or 19.0% in the nine-month period ended September 30, 2015, compared to the same period in 2014. With respect to consumer credit, the average balance of credit card loans for the Argentine financial system as a whole calculated on a daily basis increased by Ps.39.7 billion or 44.5% and the average balance of personal loans grew by Ps.28.4 billion or 27.5% in the nine-month period ended September 30, 2015, compared to the same period in 2014. The average balance of mortgages and pledge loans for the Argentine financial system as a whole calculated on a daily basis registered an increase of Ps.3.8 billion or 8.4% and Ps.2.1 billion or 6.4%, respectively, in the nine-month period ended September 30, 2015 compared to the same period in 2014.

 

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The following table shows the average Buenos Aires Deposits of Large Amount Rate (“Badlar”) rate calculated on a daily basis:

 

   Year ended
December 31,
   2014  2013  2012
BADLAR Rate   22.55%   17.28%   14.03%

 

Source: Central Bank.

 

Presentation of Financial Statements in Pesos. Inflation

 

Historically, inflation in Argentina has played a significant role in influencing the economic conditions in Argentina and, in turn, the operations and financial results of companies operating in Argentina, such as Grupo Supervielle.

 

Argentina discontinued inflation accounting in 1995, but due to high inflation rates in 2002 following the economic crisis, the Central Bank reinstated inflation accounting at the beginning of 2002 through February 28, 2003. Effective March 2003, the Central Bank discontinued the use of inflation accounting and we have not restated our financial statements for inflation since then. High rates of inflation affect the comparability of financial performance and financial condition on a period-to-period basis. See “Risk Factors—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.”

 

The following table shows the rate of inflation, as measured by the variations in the WPI and the CPI, according to INDEC and the evolution of the CER index used to adjust the principal of certain of our assets and liabilities, for the periods indicated. The accuracy of the measurements of INDEC is in doubt, and the actual CPI and WPI could be substantially higher than those indicated by INDEC. For example, according to private sector estimates, the CPI approximately increased by 25.3% (rather than 10.8%) in 2012, 28% (rather than 10.9%) in 2013, 38.5% (rather than 23.9%) in 2014 and 18.6% (rather than 10.7%) in the nine-month period ended September 30, 2015. For information on INDEC figures see “Risk Factors—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition” and “Risk Factors—If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.”

 

   As of
September 30,
  Year ended
December 31,
   2015  2014  2013  2012
   (in percentages)
Price Indices:(1)            
WPI    9.6%   28.3%   14.8%   13.1%
CPI    10.7%   23.9%(*)  10.9%   10.8%
Adjustment Index:                    
CER    10.51%   24.34%   10.53%   10.55%

 

 

(1) Source: INDEC.

*Calculated based on the new method used by INDEC, the National Urban CPI, which replaced the previous CPI in February 2014.

 

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Currency Composition of Our Balance Sheet

 

The following table sets forth our assets and liabilities denominated in Pesos, in Pesos adjusted by the CER and in foreign currency, at the dates indicated.

 

   As of
September 30,
  As of
December 31,
   2015  2014  2013  2012
   (in thousands of Pesos)
Assets            
In Pesos, Unadjusted    25,664,000    21,136,402    15,293,643    11,439,851 
In Pesos, Adjusted by the CER    2,363    2,348    3,336    4,992 
In Foreign Currency(1)    2,386,107    2,102,444    2,121,152    1,246,726 
Total Assets    28,052,470    23,241,194    17,418,131    12,691,569 
                     
Liabilities and Shareholders’ Equity                    
In Pesos, Unadjusted, Including Shareholders’ Equity    26,121,705    21,620,823    16,158,759    11,891,762 
In Pesos, Adjusted by the CER    2,676    2,436    1,996    2,803 
In Foreign Currency(1)    1,928,089    1,617,935    1,257,376    797,004 
Total Liabilities and Shareholders’ Equity    28,052,470    23,241,194    17,418,131    12,691,569 

 

 

(1) Converted into Pesos based on the reference exchange rates reported by the Central Bank for September 30, 2015 (US$1.00 to Ps.9.4192), December 31, 2014 (US$1.00 to Ps.8.5520), December 31, 2013 (US$1.00 to Ps.6.518) and December 31, 2012 (US$1.00 to Ps.4.9173).

 

Critical Accounting Policies

 

In the preparation of our consolidated financial statements, we have relied on variables and assumptions derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these estimates and assumptions in the ordinary course of business, the presentation of our financial condition and results of operation often requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and, consequently, our results of operations.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements.

 

In order to provide an understanding about how management forms its judgments about future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we summarize our main critical accounting policies.

 

Allowances for Loan Losses

 

The Bank and CCF record allowances for loan losses with respect to their portfolios in accordance with the rules established by the Central Bank. Under such regulations, the loan portfolio is divided into two classes: consumer and commercial. For consumer portfolio management, the minimum allowance for loan losses is calculated primarily based on past due status. For each of the classes, customers are allocated within one of six categories taking into consideration credit quality and the fulfillment of their obligations. Please see “Argentine Banking Regulation.” In addition, the quality of guarantee backing the relevant loan must be considered in each case.

 

Determining the loan loss reserve requires judgment and estimates from management. To classify its commercial loan portfolio, the Bank and CCF must consider the borrower’s ability to repay the debt in terms of such borrower’s estimated cash flow, the quality of its cash management, its present and projected financial situation, his or her payment history and ability to service debt, the borrower’s internal information and control systems and inherent risks in the sector in which the borrower conducts business.

 

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Tarjeta and Cordial Microfinanzas maintain allowances for loan losses in accordance with their internal policies, which do not differ significantly from those established by the Central Bank. For more information regarding the balances of the allowance for loan losses see note 7 to our audited consolidated financial statements.

 

Allowances for Doubtful Accounts for Other Receivables from Financial Transactions and Miscellaneous Receivables

 

Our receivables from financial transactions and our miscellaneous receivables are exposed to losses due to uncollectible accounts. The allowance for doubtful accounts corresponding to financial transactions and miscellaneous receivables is determined on an account-by-account basis considering factors such as the borrower’s financial condition, past payment history, guarantees and past-due status. Future adjustments to the allowances may be necessary if future economic conditions differ substantially from the assumptions used in the assessment for each period.

 

In the case of our securitized portfolio, allowances for loan losses with respect to securitizations are maintained at the trust level, pursuant to Central Bank regulations. We then record our participations in loan securitizations based on the trust’s equity value. No additional allowances for participations in loan securitizations are required in our financial statements.

 

For more information regarding the balances of the allowance for doubtful accounts, see note 13 to our audited consolidated financial statements.

 

Accrued Litigation

 

In the normal course of business, we are a party to lawsuits of various types. We disclose in our financial statements contingent liabilities with respect to existing or potential claims, lawsuits and other legal proceedings and record an accrual for litigation when it is probable that future costs will be incurred and these costs can be reasonably estimated. These accruals are based on the specific circumstances of each claim, the evolution of recent developments and the evaluation of our legal advisors. Changes to the accrual amounts may be needed if subsequent events differ substantially from the assumptions used in the assessment for each period. There were no changes to assumptions or methods used to establish accruals from year to year for litigation.

 

Accrual of Personnel Costs

 

We recognize personnel costs at the time of accrual, recording at year end the liability for bonuses for services rendered during the year in which the payment takes place after the close of such year. The accrual of these bonuses is calculated based on policies and guidelines managed and updated annually by human resources.

 

Trend Information

 

We believe that the macroeconomic environment and the following trends in the Argentine financial system and in our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to increase our value to our shareholders will depend upon, among other factors, economic growth in Argentina and the corresponding growth of the market for long-term private sector lending and access to financial products and services by a larger segment of the population.

 

The analysis should be read in conjunction with the discussion in “Risk Factors” and taking into consideration that the Argentine economy has been historically volatile, which has negatively affected the volume and growth of several sectors, including the financial system.

 

Related to Argentina

 

The economic and financial environment going forward in Argentina is expected to be significantly influenced by the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration is expected to adjust longstanding fiscal and monetary policies that have resulted in recurrent public sector deficits, inflation and pervasive foreign exchange controls and limited foreign investment. Sustainable economic growth and improved employment in the short and medium term will depend upon the manner in which the above-mentioned issues are addressed and may develop adversely if the issues are not addressed adequately.

 

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The negative growth outlook for the Brazilian economy (Brazil is Argentina’s main trade partner) for 2016 may have a negative impact on Argentine exports and the overall level of economic and industrial activity (particularly with respect to the automotive industry). The international financial environment may also result in a devaluation of regional currencies and exchange rates, including the Peso, which would likely also cause volatility in Argentina.

 

Going forward, our ability to maintain positive nominal growth rates will remain a challenge for as long as the current level of foreign exchange controls and restrictions affecting capital flows remain in place.

 

Related to the Argentine Financial System

 

We expect financial intermediation with the non-financial private sector to grow, but nominal growth rates for loans and deposits to remain similar to those in 2014 and potentially lower than in prior years.

 

In terms of financial strength, net results are expected to help to maintain minimum capital levels according to the Basel Committee regulations.

 

Since late 2012, the Central Bank has taken a more active role in the management of financial institutions’ operations through the establishment of new regulations, including government-mandated lending through the “Credit Line for Productive Investment” (which requires certain financial institutions to allocate a portion of total deposits to finance investment projects at below-market rates), interest rate ceilings for personal loans, pledge loans and credit card loans, and the creation of a requirement to obtain prior authorization to increase fees. As of December 31, 2014, the amount outstanding from such government-mandated lending was Ps.1.6 billion. Additionally, the Central Bank established minimum interest rates on time deposits made by individuals. The Central Bank’s regulations grant an increased power to the monetary authority to intervene in credit policy regarding volumes and pricing, which has adversely affected our results in the reported period and could have an increasingly negative impact on the financial margin in 2015. For more information, see “Argentine Banking Regulation—Liquidity and Solvency Requirements—Interest rate and fee regulations.”

 

The type and level of commissions, which generate income from services and have a significant effect on operating income, are expected to continue to be subject to the approval of the Argentine Central Bank. At the same time, financial institutions are expected to continue working to improve efficiency and keep administrative expenses under control.

 

Related to Us

 

We expect the level of activity of all of our subsidiaries to reflect any improvement in the economic context.

 

We intend to maintain prudent financial risk management policies and to continue improving our operating efficiency.

 

We will pursue increased optimization and diversification of the Bank’s deposit base, in particular by giving priority to new demand savings and deposit accounts. The Bank will also seek to increase loan volumes in the retail banking market by offering innovative products and services tailored to the needs of different socioeconomic and income segments, in particular high net worth and upper-middle-income individuals, senior citizens, entrepreneurs and small businesses. Our corporate banking will remain focused on SMEs and large-sized companies, prioritizing secured lending and maintaining a diversified corporate loan portfolio by continuing to limit exposure to each company.

 

Our consumer finance segment will seek to increase loans and credit cards volumes through its main channels, Walmart Argentina and Hipertehuelche. Supervielle Seguros will seek to continue growing and introducing new products. Espacio Cordial is expected to continue offering its products and services to more of the Bank’s customers and increasing the number of products and services it offers. SAM will seek to continue growing in terms of assets under management and in terms of its funds family. Cordial Microfinanzas will continue to consolidate its leadership in terms of its microfinance loan portfolio and number of customers.

 

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We will also continue seeking opportunities to further increase our business through acquisitions of banking and insurance assets.

 

Guidelines Towards Conversion to IFRS

 

On February 12, 2014, the Central Bank, through Communication “A” 5541, established the general guidelines towards conversion to IFRS as issued by the International Accounting Standards Board (IASB) for preparing financial statements of the entities under its supervision, for the annual fiscal years beginning on January 1, 2018, as well as those of interim periods. In addition, in line with Communication “A” 5635, as of March 31, 2015, companies must now present their own implementation plans semi-annually to the Central Bank. We have not yet determined the effect that the conversion to IFRS will have on our reported results or financial condition due to uncertainty regarding how the Central Bank will apply IFRS. Both the Bank and CCF are in compliance with the Central Bank guidelines regarding conversion to IFRS applicable as of the date of this prospectus.

 

Results of Operations for the Nine-Month Periods Ended September 30, 2015 and 2014 and for the Years Ended December 31, 2014, 2013 and 2012

 

We discuss below: (i) our results of operations for the nine-month period ended September 30, 2015 as compared with the results of operations for the nine-month period ended September 30, 2014; (ii) our results of operations for the year ended December 31, 2014 as compared with our results of operations for the year ended December 31, 2013; and (iii) our results of operations for the year ended December 31, 2013 as compared with our results of operations for the year ended December 31, 2012.

  

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Net Income

 

    Nine-month period ended
September 30,
  Change
September 30,
  Year ended
December 31,
  Change
December 31,
    2015   2014   2015/2014   2014   2013   2012   2014/2013   2013/2012
    (in thousands of Pesos)   (in percentages)   (in thousands of Pesos)   (in percentages)
Consolidated Income Statement                                  
Argentine Banking GAAP                                
Financial Income(1)     4,658,655       3,467,172       34.4 %     4,751,352       3,045,380       2,210,340       56.0 %     37.8 %
Financial Expenses(2)     (2,379,883 )     (1,704,913 )     39.6 %     (2,464,526 )     (1,303,916 )     (818,335 )     89.0 %     59.3 %
Gross Financial Margin     2,278,772       1,762,259       29.3 %     2,286,826       1,741,464       1,392,005       31.3 %     25.1 %
                                                                 
Loan Loss Provisions     (355,994 )     (270,402 )     31.7 %     (356,509 )     (350,535 )     (209,798 )     1.7 %     67.1 %
                                                                 
Services Fee Income     1,991,297       1,530,642       30.1 %     2,162,820       1,765,659       1,289,651       22.5 %     36.9 %
Services Fee Expense     (548,126 )     (409,550 )     33.8 %     (610,341 )     (421,587 )     (254,674 )     44.8 %     65.5 %
Net Services Fee Income     1,443,171       1,121,092       28.7 %     1,552,479       1,344,072       1,034,977       15.5 %     29.9 %
Income from Insurance Activities     113,937                   8,513                          
                                                                 
Administrative Expenses     (3,065,154 )     (2,222,190 )     37.9 %     (3,013,842 )     (2,287,201 )     (1,807,734 )     31.8 %     26.5 %
                                                                 
Income from Financial Transactions     414,732       390,759       6.1 %     477,467       447,800       409,450       6.6 %     9.4 %
                                                                 
Miscellaneous Income     215,387       127,898       68.4 %     190,005       129,245       72,517       47.0 %     78.2 %
Miscellaneous Losses     (156,317 )     (76,347 )     104.7 %     (91,761 )     (95,734 )     (71,086 )     (4.2 )%     34.7 %
Miscellaneous Income / (Loss), Net     59,070       51,551       14.6 %     98,244       33,511       1,431       193.2 %     2,241.8 %
                                                                 
Non-controlling Interest Result     (9,585 )     (9,910 )     (3.3 )%     (13,707 )     (10,556 )     (9,566 )     29.9 %     10.3 %
Income before income tax     464,217       432,400       7.4 %     562,004       470,755       401,315       19.4 %     17.3 %
Income Tax     (150,234 )     (151,294 )     (0.7 )%     (199,084 )     (97,765 )     (75,110 )     103.6 %     30.2 %
Net income     313,983       281,106       11.7 %     362,920       372,990       326,205       (2.7 )%     14.3 %
Return on Average Assets(3)     1.6 %     1.9 %             1.8 %     2.6 %     2.9 %                
Return on Average Shareholders’ Equity(4)     20.8 %     24.1 %             22.7 %     30.8 %     37.9 %                

  

 

(1) Includes gains related to NDF hedging transactions, which totaled Ps.4.7 million and Ps.6.6 million as of September 30, 2015 and 2014, respectively, and Ps.0, Ps.86.9 million, Ps.3.4 million, Ps.0 and Ps.0 as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(2) Includes expenses related to NDF hedging transactions, which totaled Ps.3.8 million and Ps.7.2 million as of September 30, 2015 and 2014, respectively, and Ps.96.2, Ps.0, Ps.0, Ps.6.5 million and Ps.17.8 million as of December 31, 2014, 2013, 2012, 2011 and 2010, respectively.
(3) Net income, divided by average assets, calculated on a daily basis.
(4) Net income, divided by average shareholder equity, calculated on a daily basis.

 

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The following table shows our yields on interest-earning assets and cost of funds:

 

   As of September 30,  As of December 31,
   2015  2014  2014  2013  2012
   Average Balance  Rate  Average Balance  Rate  Average balance  Rate  Average balance  Rate  Average balance  Rate
   (in thousands of Pesos, except rates)
Interest-Earning Assets                              
Investment Portfolio(1)    2,389,651    27.6%   2,408,688    30.4%   2,580,220    26.7%   1,595,876    28.8%   1,536,502    22.7%
Loans    16,647,136    32.6%   11,868,202    31.2%   12,451,211    31.3%   9,311,970    25.6%   7,058,134    25.5%
Other receivables from financial transactions(2)    344,952    16.6%   182,796    21.8%   130,051    20.4%   89,528    30.9%   38,449    10.1%
Interest-Bearing Liabilities                                                  
Checking and savings accounts    4,591,712    0.1%   3,045,738    0.1%   3,219,577    0.1%   2,476,282    0.1%   1,895,123    0.1%
Time deposits    8,994,304    23.3%   7,215,618    21.6%   7,419,655    21.6%   5,395,405    15.4%   3,906,706    12.8%
Borrowings from other financial institutions and unsubordinated negotiable obligations    1,477,755    24.9%   1,140,583    26.5%   1,171,248    25.6%   958,758    20.4%   823,806    16.1%
Subordinated loans and negotiable obligations    774,138    10.0%   578,279    10.7%   601,297    10.6%   319,698    11.6%   223,759    12.4%
Spread and Net Yield                                                  
Interest spread, nominal basis         15.6%        14.8%        14.6%        14.4%        15.3%
Net interest margin`         18.6%        17.6%        17.4%        16.4%        17.3%

 

 

(1) Includes securities issued by our securitization trusts and held by us, instruments issued by the Central Bank (LEBACs and NOBACs) and other government and corporate securities.
(2) Includes overnight deposits and unlisted corporate bonds.

 

Net income for the nine-month period ended September 30, 2015 amounted to Ps.314.0 million, as compared to a net income of Ps.281.1 million for the nine-month period ended September 30, 2014. Annualized ROAA and ROAE for the nine-month period ended September 30, 2015 were 1.6% and 20.8%, respectively, as compared to 1.9% and 24.1%, respectively, for the same period in 2014.

 

Net income for 2014 amounted to Ps.362.9 million, as compared to a net income of Ps.373.0 million in the previous year. ROAA and ROAE were 1.8% and 22.7%, respectively, for 2014, as compared to 2.6% and 30.8%, respectively, during 2013. For 2012, ROAA was 2.9% and ROAE was 37.9%.

 

The following table sets forth net income by quarter for the four quarters in 2014 and for the first three quarters in 2015. In general, our net income in the second half of the year is higher than in the first half, mainly due to the seasonality of economic activity plus the effect of the monthly cumulative increase of our assets in nominal terms and the fact that the salary increases agreed upon between the Bank and the banking employees’ trade union during the second quarter are applied retroactively to the first quarter. This effect in 2014 was partially offset by higher income from foreign-currency forward transactions and currency quotation differences. Results for any period are not necessarily indicative of results for any other period and our results in the second half may not in all years be higher than those in the first half.

 

Quarter  (in millions of Pesos)
First Quarter 2014    85.8 
Second Quarter 2014    84.0 
Third Quarter 2014    111.3 
Fourth Quarter 2014    81.8 
First Quarter 2015    84.5 
Second Quarter 2015    36.4 
Third Quarter 2015    193.1 

  

Nine-Month Period Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

During the nine-month period ended September 30, 2015, net income amounted to Ps.314.0 million, a Ps.32.9 million increase compared to a net income of Ps.281.1 million in the same period in 2014.

 

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The main factors explaining the increase were:

 

a Ps.516.5 increase in gross financial margin, to Ps.2.3 billion from Ps.1.8 billion,

 

a Ps.322.1 million increase in net services fee income, to Ps.1.4 billion from Ps.1.1 billion, and

 

a Ps.114.0 million increase in income from insurance activities.

 

These factors were partially offset by:

 

a Ps.843.0 million increase in administrative expenses, to Ps.3.1 billion from Ps.2.2 billion, and

 

a Ps.85.6 million increase in loan loss provisions to Ps.356.0 million from Ps.270.4 million.

 

2014 Compared to 2013

 

During 2014, net income amounted to Ps.362.9 million, a Ps.10.1 million decrease compared to net income of Ps.373.0 million in 2013.

 

The main factors explaining the decrease were:

 

a Ps.726.6 million increase in administrative expenses, to Ps.3.0 billion from Ps.2.3 billion,

 

a Ps.101.3 million increase in income tax, to Ps.199.1 million from Ps.97.8 million, and

 

a Ps.6.0 million increase in loan loss provisions to Ps.356.5 million from Ps.350.5 million.

 

These factors were partially offset by:

 

  a Ps.545.4 million increase in gross financial margin, to Ps.2.3 billion from Ps.1.7 billion,

 

a Ps.208.4 million increase in net services fee income, to Ps.1.6 billion from Ps.1.3 billion,

 

a Ps.64.7 million increase in miscellaneous net income to Ps.98.2 million from Ps.33.5 million, and

 

a Ps.8.5 million increase in income from insurance activities.

 

2013 Compared to 2012

 

During 2013, net income amounted to Ps.373.0 million, a Ps.46.8 million increase compared to net income of Ps.326.2 million in 2012.

 

The main factors explaining the increase in net income were:

 

a Ps.349.5 million increase in gross financial margin, to Ps.1.7 billion from Ps.1.4 billion,

 

a Ps.309.1 million increase in net services fee income, to Ps.1.3 billion from Ps.1.0 billion, and

 

a Ps.32.1 million increase in miscellaneous net income to Ps.33.5 million from Ps.1.4 million.

 

These factors were partially offset by:

 

a Ps.479.5 million increase in administrative expenses, to Ps.2.3 billion from Ps.1.8 billion,

 

a Ps.140.7 million increase in loan loss provisions, to Ps.350.5 million from Ps.209.8 million, and

 

a Ps.22.7 million increase in income tax, to Ps.97.8 million from Ps.75.1 million.

 

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Financial Income

 

Our financial income was comprised of the following:

 

   Nine-month period ended
September 30,
  Change
September 30,
  Year ended
December 31,
  Change
December 31,
   2015  2014  2015/2014  2014  2013  2012  2014/2013  2013/2012
   (in thousands of Pesos)  (in percentages)  (in thousands of Pesos)  (in percentages)
Interest on loans to the financial sector    1,567    8,140    (80.7)%   8,556    11,496    14,467    (25.6)%   (20.5)%
Interest on overdrafts    409,488    233,539    75.3%   341,500    163,888    145,545    108.4%   12.6%
Interest on promissory notes    590,714    597,187    (1.1)%   831,484    571,623    393,166    45.5%   45.4%
Interest on mortgage loans    7,781    10,869    (28.4)%   14,029    11,861    8,465    18.3%   40.1%
Interest on automobile and other secured loans    26,123    40,985    (36.3)%   51,751    59,965    55,279    (13.7)%   8.5%
Interest on personal loans    1,564,090    991,222    57.8%   1,356,786    780,932    542,922    73.9%   43.8%
Interest on corporate unsecured loans    378,693    245,279    54.4%   348,323    187,410    130,435    85.9%   43.7%
Interest on credit cards loans    919,612    548,808    67.6%   814,400    500,316    379,981    62.8%   31.7%
Interest on foreign trade loans    31,731    27,506    15.4%   36,608    29,528    39,379    24.0%   (25.0)%
Interest on leases    140,599    70,241    100.2%   94,118    62,625    95,002    50.3%   (34.1)%
Interest on other receivables
from financial transactions
   42,869    29,887    43.4%   26,504    27,366    3,895    (4.1)%   609.4%
Income from
government and corporate securities(1)
   93,196    163,803    (43.1)%   161,152    61,328    46,261    162.8%   32.6%
Income from participation
in our securitization trusts(2)
   202,203    257,338    (21.4)%   328,312    369,801    283,398    (11.2)%   30.5%
Income from securities
issued by the Central Bank(1)
   199,749    128,039    56.0%   198,585    28,152    14,351    605.4%   96.2%
Exchange rate differences
of gold and foreign currency(3)
   36,942    92,020    (59.9)%   105,391    94,873    42,766    11.1%   121.8%
Other    13,298    22,309    (40.4)%   33,853    84,216    15,028    (59.8)%   460.4%
Total    4,658,655    3,467,172    34.4%   4,751,352    3,045,380    2,210,340    56.0%   37.8%

 

 

(1) Includes interest and variations in fair value.
(2) Includes interest on and changes in the fair value of senior and subordinated bonds issued by our securitization trusts and held by us, as well as variations in the book value of participation certificates issued by such trusts. Income derived from participation certificates (but not from senior and subordinated bonds) is not subject to income tax, which is deducted at the financial trusts’ level. Allowances for loan losses are also maintained at the trust level following Central Bank regulations.
(3) Includes (i) exchange rate differences, trading and holdings and (ii) gains related to NDF hedging transactions, which totaled Ps.0, Ps.86.9 million and Ps.3.4 million as of December 31, 2014, 2013 and 2012, respectively.

 

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The following table sets forth our yields on interest-earning assets:

 

   Nine-month period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2012
   Average Balance  Average
Nominal Rate
  Average Balance  Average
Nominal Rate
  Average Balance  Average
Nominal Rate
  Average Balance  Average
Nominal Rate
  Average Balance  Average
Nominal Rate
   (in thousands of Pesos, except percentages)
Interest-Earning Assets                              
Investment Portfolio                              
Government and corporate securities    531,211    23.4%   424,542    51.4%   455,481    35.4%   238,549    25.7%   241,028    19.2%
Participation in our securitization
trusts
   1,129,389    23.9%   1,280,014    26.8%   1,423,895    23.1%   1,240,760    29.8%   1,134,968    25.4%
Securities issued by the Central Bank.    729,051    36.5%   704,132    24.2%   700,844    28.3%   116,567    24.2%   160,506    8.9%
Total Investment Portfolio    2,389,651    27.6%   2,408,688    30.4%   2,580,220    26.7%   1,595,876    28.8%   1,536,502    22.7%
Loans                                                  
Loans to the financial sector    20,568    10.2%   12,902    84.1%   8,784    97.4%   44,970    25.6%   68,061    21.3%
Overdrafts    1,521,515    35.9%   964,530    32.3%   1,020,640    33.5%   800,091    20.5%   705,421    20.6%
Promissory notes(1)    3,009,650    26.2%   2,732,852    29.1%   2,910,159    28.6%   2,534,512    22.6%   1,856,804    21.2%
Mortgage loans    61,593    16.8%   76,075    19.0%   74,322    18.9%   63,297    18.7%   43,009    19.7%
Automobile and other secured loans    140,839    24.7%   200,636    27.2%   191,098    27.1%   217,915    27.5%   209,208    26.4%
Personal loans    4,873,764    42.8%   3,153,816    41.9%   3,287,127    41.3%   2,061,003    37.9%   1,237,374    43.9%
Corporate unsecured loans    1,626,358    31.0%   1,052,770    31.1%   1,111,391    31.3%   762,340    24.6%   580,740    22.5%
Credit cards loans    3,988,540    30.7%   2,470,749    29.6%   2,659,876    30.6%   1,907,628    26.2%   1,315,019    28.9%
Foreign Trade Loans    635,502    6.7%   642,385    5.7%   633,145    5.8%   492,492    6.0%   574,959    6.8%
Receivables from financial leases    768,807    24.4%   561,567    16.7%   554,669    17.0%   427,722    14.6%   467,539    20.3%
Total Loans    16,647,136    32.6%   11,868,282    31.2%   12,451,211    31.3%   9,311,970    25.6%   7,058,134    25.5%
Other receivables from financial transactions    344,952    16.6%   182,796    21.8%   130,051    20.4%   89,528    30.9%   38,449    10.1%
Total Interest-Earning Assets    19,381,740    31.7%   14,459,766    30.9%   15,161,482    30.4%   10,997,375    26.1%   8,633,085    24.9%

 

 

(1) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

Our financial income includes net income derived from our participation in financial trusts created in connection with our securitization transactions.

 

From time to time, each of the Bank and CCF (and prior to 2013, Tarjeta as well) transfer portions of their loan portfolio, mainly personal loans, to special purpose financial trusts that fund the purchase of these loans by issuing securities, most of which are sold to third parties, thereby creating an additional source of funding for operations.

 

In the case of the securitization transactions carried out by the Bank and CCF, the trustee typically issues senior bonds, subordinated bonds and participation certificates (equivalent to equity), and the Bank places these bonds in the Argentine capital markets, and if not placed, the Bank and CCF, as settlors of the trust, generally retain the balance of the subordinated bonds and the participation certificates as well as some senior bonds. The Bank and CCF generally retain servicing rights with respect to the loan portfolio transferred to the financial trusts. The payment obligations of these securities are secured by the trust assets consisting of the portfolio of the loans transferred and any reserved fund established by the Bank or CCF for such purpose. We have no exposure to such trusts beyond the senior and subordinated debt and the participation certificates that we hold.

 

For more information regarding our securitization transactions see “Liquidity and Capital Resources—Funding—Securitization Transactions.”

 

Nine-Month Period Ended September 30, 2015 Compared to Nine-Month Period Ended September 30, 2014

 

Financial income for the nine-month period ended September 30, 2015 totaled Ps.4.7 billion, a 34.4% increase from the Ps.3.5 billion recorded for the same period in 2014. This increase was primarily the result of an increase in the average balance of our interest-earning assets and an increase of 82 basis points in the average yields of such assets.

 

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The average balance of interest-earning assets totaled Ps.19.4 billion for the nine-month period ended September 30, 2015, representing a 34.0% increase from Ps.14.5 billion for the same period in 2014. This increase was mainly a result of a 40.3% increase in the average balance of our total loan portfolio to Ps.16.6 billion for the nine months ended September 30, 2015, from Ps.11.9 billion during the same period in 2014, while the average balance of our total investment portfolio registered a 0.8% decrease to Ps.2.4 billion for the nine months ended September 30, 2015, from Ps.2.4 billion during the same period in 2014. The increase in the average balance of our total loan portfolio was mainly explained by: (i) a 54.5% increase in the average balance of personal loans (compared to a 27.5% increase of those loans registered by the Argentine financial system), (ii) a 61.4% increase in the average balance of credit card loans (compared to a 44.5% increase of those loans registered by the Argentine financial system), (iii) a 54.5% increase in the average balance of corporate unsecured loans, (iv) a 57.7% increase in the average balance of overdraft (compared to a 19.0% increase registered by the Argentine financial system) and (v) a 10.1% increase in the average balance of promissory notes (compared to a 29.5% increase registered by the Argentine financial system). The decrease in the average balance of our total investment portfolio was primarily due to an 11.8% decrease in the average balance of our participations in our securitization trusts, which represent 5.8% of our total average interest earning assets, which was partially offset by (i) a 25.1% increase in the average balance of our holdings of government and corporate securities, which represent 2.7% of our total average interest earning assets and (ii) a 3.5% increase in securities issued by the Central Bank.

 

The 54.5% increase in the average balance of personal loans for the nine-month period ended September 30, 2015 reflects a lower level of contribution of these loans to securitization trusts compared to the same period in 2014. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2015 would have been approximately 32%, which would have been higher than the estimated 27.5% increase recorded by the Argentine financial system. The 61.4% increase in the average balance of credit cards loans for the nine-month period ended September 30, 2015 is the result of a credit card advertising campaign and is higher than the estimated 44.5% recorded by the Argentine financial system. The average balance of overdrafts for the nine-month period ended September 30, 2015 increased by 57.7%, which was higher than the 19.0% increase recorded by the Argentine financial system, while the average volume of check discounting and work certificates recorded comparatively smaller increases.

 

The average yield on interest-earning assets was 31.7% for the nine months ended September 30, 2015, a 81.8 basis point increase from 30.9% during the same period in 2014. The average interest rate on total loans increased to 32.6% for the nine-month period ended September 30, 2015 from 31.1% during the same period in 2014, reflecting an increase in the average interest rate on overdrafts, personal loans and credit card loans, and a higher incidence of personal loans in our loan portfolio, which bear a higher interest rate than other assets in the average portfolio. The average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) decreased from 30.4% during the nine-month period ended September 30, 2014 to 27.6% during the same period in 2015, primarily due to a decrease in the average nominal rate on participations in our securitization trusts.

 

Financial income for the nine-month period ended September 30, 2015 includes a Ps.36.9 million gain from exchange rate differences of gold and foreign currency, compared to a gain of Ps.92.0 million from such exchange rate differences during the same period in 2014 (excluding gains related to NDF hedging transactions).

 

2014 Compared to 2013

 

Financial income in 2014 totaled Ps.4.8 billion, a 56.0% increase from the Ps.3.0 billion recorded in 2013. This increase was primarily the result of an increase in the average balance of our interest-earning assets and an increase of 435 basis points in the average yields of such assets.

 

The average balance of interest-earning assets totaled Ps.15.2 billion in 2014, representing a 37.9% increase from Ps.11.0 billion in 2013. This increase was mainly a result of a 33.7% increase in the average balance of our total loan portfolio to Ps.12.5 billion in 2014, from Ps.9.3 billion in 2013, and a 61.7% increase in the average balance of our total investment portfolio, from Ps.1.6 billion in 2013 to Ps.2.6 billion in 2014. The increase in the average balance of our total loan portfolio was mainly explained by: (i) a 59.5% increase in the average balance of personal loans, (ii) a 39.4% increase in the average balance of credit card loans that was similar to the increase of those loans registered in the Argentine financial system, (iii) a 14.8% increase in the average balance of promissory notes, (iv) a 45.8% increase in the average balance of corporate unsecured loans and (v) a 27.6% increase in the average balance of overdrafts. The increase in the average balance of our total investment portfolio was primarily due to: (i) a 501.2% increase in the average balance of our holdings of Central Bank securities, which represent 4.6% of our total average interest earning assets, (ii) a 90.9% increase in the average balance of our holdings of government and corporate securities, which represent 3.0% of our total average interest earning assets, and (iii) a 14.8% increase in participations in our securitization trusts.

 

120
 

 

The 59.5% increase in the average balance of personal loans in 2014 reflects a lower level of contribution of these loans to securitization trusts in 2014 compared to 2013. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2014 would have been approximately 25%. This 25% is higher than the estimated 19.1% average increase recorded by Argentine private banks in the same period.

 

The average yield on interest-earning assets was 30.4% in 2014, a 435 basis point increase from 26.1% in 2013. The average interest rate on total loans increased to 31.3% in 2014 from 25.6% in 2013, reflecting an increase in the average interest rate on overdrafts, promissory notes, personal loans, credit card loans and corporate unsecured loans, and a higher incidence of personal loans in our loan portfolio, which bear a higher interest rate than other assets in the average portfolio. The average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) decreased from 28.8% in 2013 to 26.7% in 2014, primarily due to a decrease in the average nominal rate on participations in our securitization trusts.

 

Financial income for 2014 includes a Ps.105.4 million gain from exchange rate differences of gold and foreign currency, compared to a gain of Ps.8.0 million from such exchange rate differences in 2013 (excluding gains related to NDF hedging transactions).

 

2013 Compared to 2012

 

Financial income for 2013 totaled Ps.3.0 billion, a 37.8% increase from the Ps.2.2 billion recorded in 2012. This increase was primarily the result of an increase in the average balance of our interest-earning assets.

 

The average balance of interest-earning assets increased to Ps.11.0 billion in 2013, a 27.4% increase from Ps.8.6 billion in 2012. This increase was mainly a result of: a 31.9% increase in the average balance of the total loan portfolio to Ps.9.3 billion in 2013 from Ps.7.1 billion in 2012, and a 3.9% increase in the average balance of our investment portfolio, to Ps.1.6 billion from Ps.1.5 billion. The increase in the average balance of our total loan portfolio was primarily due to: (i) a 66.6% increase in the average balance of personal loans, (ii) a 36.5% increase in the average balance of promissory notes, (iii) a 45.1% increase in the average balance of credit card loans and (iv) a 31.3% increase in corporate unsecured loans. The increase in the average balance of our total investment portfolio was primarily due to a 9.3% increase in the participation in our securitization trusts, which was partially offset by a decrease in the average balance of securities issued by the Central Bank and a 1% decrease in the average balance of government and corporate securities.

 

The 66.6% increase in the average balance of personal loans in 2013 reflects a lower level of contribution of these loans to securitization trusts in 2013 compared to 2012. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2013 would have been approximately 43%. This 43% is higher than the estimated 24.7% average increase recorded by Argentine private banks in the same period. 

 

121
 

 

The average yield on interest-earning assets was 26.1% in 2013, a 120 basis point increase from 24.9% in 2012. The average interest rate on total loans stood at 25.6% in 2013 and 2012. From 2012 to 2013, average interest rates for promissory notes and corporate loans increased, while average interest rates for personal loans, credit card loans and leasing decreased due to mandatory lending and regulatory pricing policies. For more information, see “Argentine Banking Regulation—Liquidity and Solvency Requirements—Interest rate and fee regulations.” The average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) increased from 22.7% in 2012 to 28.8% in 2013, primarily due to an increase in the yield from participations in our securitization trusts to 29.8% in 2013 from 25.4% in 2012 and increases in the yields from government and corporate securities and from securities issued by the Central Bank.

 

Financial income for 2013 includes a Ps.86.9 million gain related to NDF hedging transactions, compared to a gain of Ps.3.4 million on such NDF hedging transactions in 2012. Financial income for 2013 also includes a Ps.8.0 million gain from exchange rate differences of gold and foreign currency (excluding gains related to NDF hedging transactions), compared to a gain of Ps.39.4 million on such exchange differences in 2012 (excluding gains related to NDF hedging transactions).

 

122
 

 

Financial Expenses

 

Our financial expenses were composed of the following:

 

   Nine-month period ended
September 30,
  Change
September 30,
  Year ended
December 31,
  Change
December 31,
   2015  2014  2015/2014  2014  2013  2012  2014/2013  2013/2012
   (in thousands of Pesos)  (in percentages)  (in thousands of Pesos)  (in percentages)
                         
Interest on checking and savings accounts    3,376    2,220    52.1%   3,142    2,182    2,056    44.0%   6.1%
Interest on time deposits    1,572,817    1,170,767    34.3%   1,600,631    829,049    498,633    93.1%   66.3%
Interest on other liabilities from financial transactions    170,995    143,491    19.2%   187,796    123,557    80,239    52.0%   53.8%
Interest on financing from the financial sector    104,509    83,315    25.4%   112,078    72,436    52,310    54.7%   38.5%
Interest on subordinated loans and negotiable obligations    58,138    46,362    25.4%   63,961    37,184    27,834    72.0%   33.6%
Other(1)    470,048    258,758    81.7%   496,918    239,508    157,173    107.5%   52.4%
Total    2,379,883    1,704,913    39.6%   2,464,526    1,303,916    818,335    89.0%   59.3%

 

 

(1) Includes (i) mainly turnover tax, payments to the deposit guarantee fund and net results derived from NDF hedging transactions and (ii) expenses related to NDF hedging transactions, which totaled Ps.3.8 million and Ps.7.2 million as of September 30, 2015 and 2014, respectively, and Ps.96.2, Ps.0 and Ps.0 as of December 31, 2014, 2013 and 2012, respectively.

 

The following table shows our cost of funds:

 

   Nine-month period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2012
   Average
Balance
  Average Nominal Rate  Average Balance  Average Nominal Rate  Average Balance  Average Nominal Rate  Average Balance  Average Nominal Rate  Average Balance  Average Nominal Rate
   (in thousands of Pesos, except percentages)
Interest-bearing liabilities                                                  
Checking and savings accounts    4,591,712    0.1%   3,045,738    0.1%   3,219,577    0.1%   2,476,282    0.1%   1,895,123    0.1%
Time Deposits    8,994,304    23.3%   7,215,618    21.6%   7,419,655    21.6%   5,395,405    15.4%   3,906,706    12.8%
Borrowings from other financial institutions and unsubordinated negotiable obligations    1,477,755    24.9%   1,140,583    26.5%   1,171,248    25.6%   958,759    20.4%   823,806    16.1%
Subordinated loans and negotiable obligations    774,138    10.0%   578,279    10.7%   601,297    10.6%   319,698    11.6%   223,759    12.4%
Total interest-bearing liabilities    15,837,909    16.1%   11,980,218    16.1%   12,411,777    15.9%   9,150,144    11.6%   6,849,394    9.7%

  

The following table sets forth our cost of funds by denomination:

 

   Nine-month period ended
September 30,
  Year ended
December 31,
   2015  2014  2014  2013  2012
   Average Balance  Interest (Paid)  Average Nominal Rate  Average Balance  Interest (Paid)  Average Nominal Rate  Average Balance  Interest (Paid)  Average Nominal Rate  Average Balance  Interest (Paid)  Average Nominal Rate  Average Balance  Interest (Paid)  Average Nominal Rate
   (in thousands of Pesos, except percentages)
Checking and savings accounts                                             
Pesos    4,340,034    (3,199)   0.1%   2,874,194    (2,098)   0.1%   3,043,130    (2,975)   0.1%   2,350,336    (2,062)   0.1%   1,724,754    (1,888)   0.1%
Dollars    251,678    (177)   0.1%   171,544    (122)   0.1%   176,447    (167)   0.1%   125,946    (120)   0.1%   170,369    (168)   0.1%
Total    4,591,712    (3,376)   0.1%   3,045,738    (2,220)   0.1%   3,219,577    (3,142)   0.1%   2,476,282    (2,182)   0.1%   1,895,123    (2,056)   0.1%
Time deposits                                                                           
Pesos    8,668,310    (1,571,042)   24.2%   6,910,106    (1,169,203)   22.6%   7,108,909    (1,598,519)   22.5%   5,151,229    (827,422)   16.1%   3,664,988    (496,714)   13.6%
Dollars    325,994    (1,775)   0.7%   305,512    (1,564)   0.7%   310,746    (2,112)   0.7%   244,176    (1,627)   0.7%   241,718    (1,919)   0.8%
Total    8,994,304    (1,572,817)   23.3%   7,215,618    (1,170,767)   21.6%   7,419,655    (1,600,631)   21.6%   5,395,405    (829,049)   15.4%   3,906,706    (498,633)   12.8%
Total by currency                                                                           
Pesos    13,008,345    (1,574,241)   16.1%   9,784,300    (1,171,301)   16.0%   10,152,039    (1,601,494)   15.8%   7,501,565    (829,484)   11.1%   5,389,742    (498,602)   9.3%
Dollars    577,672    (1,952)   0.5%   477,056    (1,686)   0.5%   487,193    (2,279)   0.5%   370,123    (1,747)   0.5%   412,087    (2,087)   0.5%
                                                                            
Total Deposits    13,586,017    (1,576,193)   15.5%   10,261,356    (1,172,987)   15.2%   10,639,232    (1,603,773)   15.1%   7,871,688    (831,231)   10.6%   5,801,829    (500,689)   8.6%

  

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

Financial expenses for the nine months ended September 30, 2015 totaled Ps.2.4 billion, a 39.6% increase from Ps.1.7 billion for the nine months ended September 30, 2014. This increase was attributable to a 32.2% increase in the average balance of interest-bearing liabilities and an 81.7% increase in other financial expenses. Our average cost of funds remained stable at 16.1% for the nine months ended September 30, 2015 compared to the same period in 2014.

 

Other financial expenses for the nine months ended September 30, 2015 totaled Ps.470.0 million, compared to Ps.258.8 million for the nine months ended September 30, 2014. This increase was mainly due to (i) an increase in turnover taxes to Ps.295.9 million in the nine months ended September 30, 2015, compared to Ps.214.6 million in the same period in 2014 and (ii) an increase in payments to the deposit guarantee fund to Ps.129.1 million in the nine months ended September 30, 2015, compared to Ps.23.2 million in the same period in 2014.

 

123
 

 

Average interest-bearing liabilities for the nine months ended September 30, 2015 totaled Ps.15.8 billion, compared to Ps.12.0 billion for the nine months ended September 30, 2014. This increase was mainly due to: (i) a 24.7% increase in the average balance of time deposits (primarily Peso-denominated time deposits) to Ps.9.0 billion from Ps.7.2 billion, (ii) a 50.8% increase in checking and savings accounts, from Ps.3.0 billion to Ps.4.6 billion and (iii) a 29.6% increase in borrowings from other financial institutions and the issuance of unsubordinated negotiable obligations from Ps.1.1 billion to Ps.1.5 billion. The 50.8% increase in checking and savings accounts and the 24.7% increase in the average balance of time deposits reflects an increase in financial intermediation with the private sector. The increase in checking and savings accounts also reflects increased cash management activity from our customers and better cash management products that incentivized our customers to maintain accounts with us.

 

Out of our total average interest-bearing deposits of Ps.13.6 billion for the nine months ended September 30, 2015, Ps.577.7 million were U.S. dollar-denominated deposits and Ps.13.0 billion were Peso-denominated, compared to Ps.477.0 million and Ps.9.8 billion, respectively, for the nine months ended September 30, 2014.

 

The average rate paid on interest-bearing deposits was 23.3%, 34 basis points above the 21.6% average rate for the nine months ended September 30, 2014. Peso-denominated deposits accrued interest at an average rate of 24.2%, 26 basis points above the 22.6% average interest rate accrued in the same period in 2014 which is consistent with the increase in the average Badlar rate during the same period in 2015. The average rate of U.S. dollar-denominated deposits remained constant at 0.7% for the nine months ended September 30, 2015 and during the same period in 2014.

 

Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations for the nine months ended September 30, 2015 was Ps.1.5 billion, compared to Ps.1.1 billion during the same period in 2014. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations decreased to 24.9% in the nine months ended September 30, 2015, compared to 26.5% during the same period in 2014.

 

Our average balance of subordinated loans and subordinated negotiable obligations in the nine months ended September 30, 2015 was Ps.774 million, compared to Ps.578 million for the nine months ended September 30, 2014. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 10.0% and 10.7% for the nine months ended September 30, 2015 and during the same period in 2014, respectively.

 

2014 Compared to 2013

 

Financial expenses for 2014 totaled Ps.2.5 billion, an 89.0% increase from Ps.1.3 billion for 2013. This increase was attributable to a 422 basis points increase in our average cost of funds and a 35.6% increase in the average balance of interest-bearing liabilities. The increase in our average cost of funds was consistent with the increase in the average Badlar rate for private banks from 17.3% in 2013 to 22.6% in 2014.

 

Financial expenses for 2014 included Ps.96.2 million attributable to losses incurred on hedging transactions to protect our capital against an expected devaluation of the peso in the fourth quarter of 2014, that ultimately did not materialize.

 

Average interest-bearing liabilities totaled Ps.12.4 billion, compared to Ps.9.2 billion in 2013. This increase was mainly due to: (i) a 37.5% increase in the average balance of time deposits (primarily Peso-denominated time deposits) to Ps.7.4 billion from Ps.5.4 billion, (ii) a 30.0% increase in checking and savings accounts, from Ps.2.5 billion to Ps.3.2 billion and (iii) a 22.2% increase in borrowings from other financial institutions and the issuance of unsubordinated negotiable obligations from Ps.958.8 million to Ps.1.2 billion. The 37.5% increase in the average balance of time deposits reflects an increase in financial intermediation with the private sector.

 

124
 

 

Out of our total average interest-bearing deposits of Ps.10.6 billion for 2014, Ps.487.2 million were U.S. dollar-denominated deposits and Ps.10.2 billion were Peso-denominated, compared to Ps.370.1 million and Ps.7.5 billion, respectively, in 2013.

 

The average rate paid on interest-bearing deposits was 15.1%, 451 basis points above the 10.6% average rate for 2013. Peso-denominated deposits accrued interest at an average rate of 15.8%, 472 basis points above the 11.1% average interest rate accrued in 2013 which is consistent with the increase in the average Badlar rate during 2014. The average rate of U.S. dollar-denominated deposits remained constant at 0.5% in 2014 and 2013.

 

Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2014 was Ps.1.2 billion, compared to Ps.958.8 million in 2013. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations increased to 25.6% in 2014, compared to 20.4% in 2013.

 

Our average balance of subordinated loans and subordinated negotiable obligations in 2014 was Ps.601.3 million, compared to Ps.319.7 million in 2013. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 10.6% and 11.6% for 2014 and 2013, respectively.

 

2013 Compared to 2012

 

Financial expenses for 2013 totaled Ps.1.3 billion, a 59.3% increase from Ps.818.3 million for 2012. This variation was the result of a 33.6% increase in the average balance of interest-bearing liabilities and a 190 basis point increase in our average cost of funds. The average Badlar rate for private banks increased from 14.0% in 2012 to 17.3% in 2014.

 

Average interest-bearing liabilities totaled Ps.9.2 billion, compared to Ps.6.9 billion in 2012. This increase was mainly due to: (i) a 38.1% increase in the average balance of time deposits, primarily Peso-denominated time deposits, from Ps.3.9 billion to Ps.5.4 billion and (ii) a 30.7% increase in the average balance of checking and savings accounts, from Ps.1.9 billion to Ps.2.5 billion.

 

Out of our total average interest-bearing deposits of Ps.7.9 billion for 2013, Ps.370.1 million were U.S. dollar-denominated deposits and Ps.7.5 billion were Peso-denominated, compared to Ps.412.1 million and Ps.5.4 billion, respectively, in 2012.

 

The average rate paid on interest-bearing deposits was 10.6%, 233 basis points above the 8.6% average rate for 2012. Peso-denominated deposits accrued interest at an average rate of 11.1%, 181 basis points above the 9.3% average interest rate accrued in 2012. The average rate of U.S. dollar-denominated deposits remained constant at 0.5% in 2013 and 2012.

 

Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2013 was Ps.958.8 million, compared to Ps.823.8 million in 2012. The average rate of borrowings from other financial institutions and unsubordinated negotiable obligations increased to 20.4% in 2013, compared to 16.1% in 2012.

 

Our average balance of subordinated loan and negotiable obligations in 2013 was Ps.319.7 million, compared to Ps.223.8 million in 2012. The average cost of subordinated loans and subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 11.6% and 12.4% for 2013 and 2012, respectively.

 

Gross Financial Margin

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

Gross financial margin for the nine months ended September 30, 2015 amounted to Ps.2.3 billion and the average interest spread was 15.6%, compared to Ps.1.8 billion and 14.8%, respectively, for the nine months ended September 30, 2014.

 

125
 

 

The improvement of gross financial margin for the nine months ended September 30, 2015 was mainly due to an increase in income from intermediation with the private sector, derived mainly from a 40.1% increase in the average volume of our loan portfolio, as well as an 83 basis points increase in the interest spread. The improvement of gross financial margin was partially offset by the impact of mandatory lending policies at lower rates and by regulatory pricing caps and floors.

 

The main increases in the average volume of our loan portfolio correspond to increases in the average volume of personal loans, credit cards, corporate unsecured loans, overdrafts and promissory notes.

 

The interest spread increased 83 basis points to 15.6% in the nine months ended September 30, 2015 from 14.8% during the same period in 2014, mainly due to an 82 basis point increase in the yield of interest earning assets to 31.7% in for the nine months ended September 30, 2015, compared to 30.9% during the same period in 2014. The cost of interest bearing liabilities remained stable at 16.1% for the nine months ended September 30, 2015 compared to the same period in 2014. Although interest rates on time deposits increased more than the yield increase of interest-earning assets, the increase in the volume of checking and savings accounts offset that higher interest rate.

 

2014 Compared to 2013

 

Gross financial margin for 2014 amounted to Ps.2.3 billion and the average interest spread was 14.6%, compared to Ps.1.7 billion and 14.4%, respectively, for 2013.

 

The improvement of gross financial margin for 2014 was mainly due to an increase in income from intermediation with the private sector, derived mainly from a 33.7% increase in the average volume of our loan portfolio, as well as a 20 basis points increase in the interest spread. The improvement of gross financial margin was partially offset by a Ps.96.2 million loss attributable to NDF hedging transactions intended to protect our capital against an expected devaluation of the peso in the fourth quarter of 2014, that ultimately did not materialize, as well as by the impact of mandatory lending policies at lower rates and by regulatory pricing caps and floors. In 2013, there was a Ps.86.9 million gain attributable to NDF hedging transactions.

 

The main increases in the average volume of our loan portfolio corresponds to increases in the average volume of personal loans, credit cards and corporate unsecured loans.

 

The interest spread increased 20 basis points to 14.6% in 2014 from 14.4% in 2013, mainly due to a 430 basis points increase in the yield of interest earning assets to 30.4% in 2014, compared to 26.1% in 2013, which was partially offset by a 430 basis points increase in the cost of interest bearing liabilities from 11.6% in 2013 to 15.9% in 2014. Although interest rates on time deposits increased more than the yield increase of interest-earning assets, the increase in the volume of checking and savings accounts offset that higher interest rate.

 

2013 Compared to 2012

 

Gross financial margin for 2013 amounted to Ps.1.7 billion and the interest spread was 14.4%, compared to Ps.1.4 billion and 15.3%, respectively, for 2012.

 

Our gross financial margin for 2013 improved due to an increase in income from intermediation with the private sector, derived mainly from a 31.9% increase in the average volume of our loan portfolio, partially offset by a 90 basis points decrease in the interest spread, which was in line with financial system trends.

 

The interest spread decreased 90 basis points to 14.4% in 2013 from 15.3% in 2012, mainly due to an increase in the cost of interest bearing liabilities from 9.7% in 2012 to 11.6% in 2013, which was in line with market trends. The decrease in interest spread was driven in part by mandatory lending and regulatory pricing policies. For more information, see “Argentine Banking Regulation—Liquidity and Solvency Requirements—Interest rate and fee regulations.” The yield of interest earning assets increased 120 basis points to 26.1% in 2013, compared to 24.9% in 2012, but did not offset the 190 basis points increase in the cost of interest bearing liabilities in line with the increase in the time deposits rate.

 

126
 

 

Loan Loss Provisions

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

Loan loss provisions totaled Ps.356.0 million in the nine months ended September 30, 2015, a 31.7% increase compared to Ps.270.4 million for the same period in 2014, mainly due to a 33.2% increase in the non-performing loan portfolio. The NPL ratio decreased from 3.3% in the nine months ended September 30, 2014 to 3.2% for the same period in 2015, primarily due to a 36.3% increase in the loan portfolio, which partially offset the increase in the non-performing loan portfolio.

 

2014 Compared to 2013

 

Loan loss provisions totaled Ps.356.5 million in 2014, a 1.7% increase compared to Ps.350.5 million for 2013, mainly due to a 29.3% increase in the loan portfolio, which was partially offset by the reversal of additional non-mandatory allowances that the Bank and CCF had constituted in 2013. The NPL ratio remained at 3.0% in both 2013 and 2014.

 

2013 Compared to 2012

 

Loan loss provisions totaled Ps.350.5 million in 2013, a 67.1% increase compared to Ps.209.8 million for 2012, mainly due to a 53.1% increase in the loan portfolio and the constitution of additional non-mandatory allowances, which were partially offset by the decline in default rates of consumers of the Bank, CCF and Tarjeta. In 2013, the NPL ratio decreased to 3.0% from 4.2% in 2012.

 

127
 

 

The following tables show the changes in our loan loss provisions for the periods indicated:

 

   Nine-month period ended
September 30,
  Change September 30,  Year ended   December 31,  Change December 31,  Change December 31,
   2015  2014  2015/2014  2014  2013  2012  2014/2013  2013/2012
   (in thousands of Pesos)  (in percentages)  (in thousands of Pesos)  (in percentages)
                         
Balance at the beginning of the year    429,358    353,756    21.4%   353,756    295,691    175,780    19.6%   68.2%
Provisions charged to income    355,994    270,402    31.7%   356,509    350,535    209,798    1.7%   67.1%
Write-offs and reversals(1)    (233,581)   (195,166)   19.7%   (280,907)   (296,985)   (89,887)   (5.5)%   230.4%
Other adjustments                    4,515        (100.0)%   100.0%
Balance at the end of year    551,771    428,992    28.6%   429,358    353,756    295,691    21.4%   19.6%
Percentage of provisions net of write-offs and reversals    0.7%   0.6%        0.6%   0.6%   1.7%          
                                         
Provisions charged to income                                        
Promissory notes(2)    6,494    13,132    (50.5)%   33,143    18,218    16,438    81.9%   10.8%
Unsecured corporate loans    15,818    6,995    126.1%   15,163    10,764    8,232    40.9%   30.8%
Overdrafts    18,071    8,926    102.5%   17,752    14,967    7,102    18.6%   110.7%
Mortgage loans        117    (100.0)%   219    984    (186)   (77.7)%   (629.2)%
Automobile and other secured loans    1,024    2,592    (60.5)%   3,928    5,831    6,008    (32.6)%   (2.9)%
Personal loans    182,334    130,300    39.9%   140,817    138,146    94,630    1.9%   46.0%
Credit cards loans    111,816    93,348    19.8%   126,429    112,726    62,944    12.2%   79.1%
Foreign Trade Loans    159    2,182    (92.7)%   4,497    3,483    863    29.1%   303.6%
Other financings    5,254    3,264    61.0%   4,179    34,213    6,896    (87.8)%   396.1%
Other receivables from financial transactions    3,284    5,490    (40.2)%   6,366    4,508    4,651    41.2%   (3.1)%
Receivables from financial leases    11,741    4,056    189.5%   4,016    6,695    2,220    (40.0)%   201.6%
    355,994    270,402    31.7%   356,509    350,535    209,798    1.7%   67.1%
Write-offs and reversals                                        
Promissory notes    (4,272)   (6,505)   (34.3)%   (18,328)   (14,477)   (9,298)   26.6%   55.7%
Unsecured corporate loans    (3,848)   (2,876)   33.8%   (9,191)   (8,315)   (1,575)   10.5%   427.9%
Overdrafts    (8,059)   (5,061)   59.2%   (9,721)   (8,658)   (5,420)   12.3%   59.7%
Mortgage loans    (90)   (369)   (75.6)%   (369)   (601)   (243)   (38.6)%   147.3%
Automobile and other secured loans    (2,540)   (2,662)   (4.6)%   (4,293)   (8,538)   (2,153)   (49.7)%   296.6%
Personal loans    (129,171)   (102,280)   26.3%   (142,797)   (135,489)   (47,180)   5.4%   187.2%
Credit cards loans    (74,806)   (66,622)   12.3%   (79,733)   (101,030)   (16,834)   (21.1)%   500.2%
Foreign Trade Loans                (3,842)   (1,202)   (2,185)   219.6%   (45.0)%
Other financings    (1,473)   (2,169)   (32.1)%   (2,857)   (9,016)   (601)   (68.3)%   1,400.2%
Other receivables from financial transactions    (4,369)   (4,244)   2.9%   (5,558)   (3,191)   (3,368)   74.2%   (5.3)%
Receivables from financial leases    (4,954)   (2,378)   108.3%   (4,218)   (6,468)   (1,030)   (34.8)%   528.0%
    (233,581)   (195,166)   19.7%   (280,907)   (296,985)   (89,887)   (5.4)%   230.4%

 

 

(1) Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer in our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are always 100% provisioned before being written off.
(2) Consists of unsecured checks and accounts receivable deriving from factoring transactions.

 

128
 

 

Troubled debt restructured loans, which typically have a higher probability of delinquency, did not represent a significant share of our total loan portfolio and, therefore, did not have a material impact on our total allowances for loan losses in these periods.

 

Net Services Fee Income

 

Our net services fee income was comprised of:

 

   Nine-month period ended
September 30,
  Change
September 30,
  Year ended
December 31,
  Change
December 31,
   2015  2014  2015/2014  2014  2013  2012  2014/2013  2013/2012
   (in thousands of Pesos)  (in percentages)  (in thousands of Pesos)  (in percentages)
Income from                        
Deposit Accounts    496,725    393,546    26.2%   532,789    389,254    297,760    36.9%   30.7%
Loan Related    91,170    96,810    (5.8)%   120,038    259,795    219,859    (53.8)%   18.2%
Credit and Debit Cards    555,482    393,172    41.3%   563,050    442,298    317,107    27.3%   39.5%
Insurances    261,815    169,076    54.9%   248,290    171,944    117,892    44.4%   45.8%
Check Administration Commission    85,333    72,509    17.7%   99,387    83,831    59,865    18.6%   40.0%
Safe Deposit Box    54,227    45,362    19.5%   61,840    49,638    31,765    24.6%   56.3%
Receivables from financial leases    52,409    23,873    119.5%   40,163    26,792    19,585    49.9%   36.8%
Financial agent for the Province of San Luis    52,580    36,997    42.1%   50,765    39,727    28,843    27.8%   37.7%
Payments to retirees    18,730    16,121    16.2%   21,611    21,522    21,534    0.4%   (0.1)%
Mutual funds management    56,080    39,087    43.5%   54,844    39,030    25,752    40.5%   51.6%
Other(1)    266,746    244,089    9.3%   370,043    241,827    149,689    53.0%   61.6%
Total income(2)    1,991,297    1,530,642    30.1%   2,162,820    1,765,659    1,289,651    22.5%   36.9%
Expenses from                                        
Commissions paid(3)    254,078    212,718    19.4%   253,590    173,308    100,904    46.3%   71.8%
Turnover tax    143,592    105,968    35.5%   149,929    120,640    74,420    24.3%   62.1%
Promotions related to credit cards    111,066    78,470    41.5%   147,045    97,499    68,751    50.8%   41.8%
Exports and foreign currency transactions    5,132    5,884    (12.8)%   8,223    4,473    2,876    83.8%   55.5%
Other    34,258    6,510    426.2%   51,554    25,667    7,723    100.9%   232.3%
Total expenses(2)    548,126    409,550    33.8%   610,341    421,587    254,674    44.8%   65.5%
Net services fee income    1,443,171    1,121,092    28.7%   1,552,479    1,344,072    1,034,977    15.5%   29.9%

 

 

(1) Includes fees related to securitization transactions, foreign trade and miscellaneous commissions, among others.
(2) The insurance premiums and reserves recorded by our insurance company for the year ended December 31, 2014 are not included under services fee income and services fee expenses and are discussed below as a separate line item (“Income from insurance activities”). Had insurance premiums and insurance reserves been included in services fee income and services fee expense, respectively, the totals for these line items would have been Ps.2,173,237 and Ps.612,245 (in each case in thousands of Pesos), respectively, as shown in our financial statements included elsewhere in this prospectus. For the years ended December 31, 2013 and 2012, we had no results from insurance activities as our insurance company had not yet been acquired or authorized to conduct its business by the National Superintendency of Insurance.
(3) Includes marketing costs, ATM insurance and charges related to payment services and credit and debit cards, among others.

 

129
 

 

Nine-Month Period Ended September 30, 2015 Compared to Nine-Month Period Ended September 30, 2014

 

Net services fee income totaled Ps.1.4 billion in the nine-month period ended September 30, 2015, a 28.7% increase compared to Ps.1.1 billion in the nine-month period ended September 30, 2014.

 

The increase in our services fee income was driven mainly by an increase in income from credit and debit cards, deposit account commissions and insurance fees.

 

Credit and debit card fees increased to Ps.555.5 million for the nine months ended September 30, 2015 from Ps.393.2 million during the same period in 2014, mainly due to increased activity in the use of credit cards, as well as an increase in fees charged.

 

Service charges on deposit accounts increased to Ps.496.7 million in the nine months ended September 30, 2015 from Ps.393.5 million during the same period in 2014, as a result of the increase in the volume of checking accounts and savings accounts, as well as an increase in fees charged per account.

 

Insurance fees increased to Ps.261.8 million in the nine-month period ended September 30, 2015 from Ps.169.1 million during the same period in 2014, primarily as a result of the increase in insurance fees related to the loan portfolio due to the growth of such portfolio. These fees are charged by the Bank and CCF to insurance companies (other than Supervielle Seguros) for the sale of insurance policies. Income from insurance activities carried out by Supervielle Seguros are shown in a separate line item and are not included in net services fee income.

 

Our loan-related fees decreased to Ps.91.2 million for the period ended September 30, 2015 from Ps.96.8 million for the same period in 2014, driven by the limitations on charges and fees imposed by Central Bank Communication “A” 5460, which became effective as of September 30, 2013.

 

Other services income increased to Ps.266.7 million in the nine-month period ended September 30, 2015 from Ps.244.1 million in the same period in 2014, primarily due to securitization transactions and foreign trade.

 

Services fee expense increased 33.8%, to Ps.548.1 million in the nine-month period ended September 30, 2015 from Ps.410.0 million during the same period in 2014, primarily due to higher commissions paid, an increase in expenses and promotions related to credit cards of the Bank and higher turnover taxes.

 

2014 Compared to 2013

 

Net services fee income totaled Ps.1.6 billion in 2014, a 15.5% increase compared to Ps.1.3 billion in 2013.

 

The increase in our services fee income was driven mainly by an increase in income from deposit account commissions, credit and debit cards and insurance fees and other fees related to securitization transactions. This increase was partially offset by a decrease in income from loan-related transactions.

 

Service charges on deposit accounts are comprised principally of maintenance and transaction fees on checking and savings accounts. These fees increased to Ps.532.8 million in 2014 from Ps.389.3 million in 2013, as a result of the increase in the volume of checking accounts and savings accounts, as well as an increase in fees charged per account.

 

Credit and debit card fees increased to Ps.563.0 million for 2014 from Ps.442.3 million for 2013, mainly due to increased activity in the use of credit cards, as well as an increase in fees charged.

 

Insurance fees increased to Ps.248.3 million in 2014 from Ps.171.9 million in 2013, primarily as a result of the increase in insurance fees related to the loan portfolio due to the growth of such portfolio.

 

Our loan-related fees decreased to Ps.120.0 million for 2014 from Ps.259.8 million for 2013, driven by the limitations on charges and fees imposed by Central Bank Communication “A” 5460, which became effective as of September 30, 2013.

 

130
 

 

Other services income increased to Ps.370.0 million in 2014 from Ps.241.8 million in 2013, primarily due to securitization transactions and foreign trade.

 

Services fee expense increased 44.8%, to Ps.610.3 million in 2014 from Ps.421.6 million in 2013, primarily due to higher commissions paid, an increase in expenses and promotions related to credit cards of the Bank and higher turnover taxes.

 

2013 Compared to 2012

 

Net services fee income totaled Ps.1.3 billion, a 29.9% increase compared to Ps.1.0 billion in 2012.

 

The increase in our services fee income was mainly driven by an increase in fees charged on credit and debit cards, fees charged on deposit accounts, insurance fees and other fees related to securitization transactions.

 

Service charges on deposit accounts increased to Ps.389.3 million in 2013 from Ps.297.8 million in 2012, as a result of an increase of 30.7% in checking and savings accounts, as well as an increase in fees charged per account and the number of accounts.

 

Credit and debit card fees increased to Ps.442.3 million in 2013 from Ps.317.1 million in 2012, mainly due to increased activity in the use of credit cards and the higher average volume of credit and debit cards outstanding, as well as an increase in fees charged.

 

Insurance fees increased to Ps.171.9 million in 2013 from Ps.117.9 million in 2012, primarily as a result of the increase in insurance fees related to the loan portfolio due to the growth of such portfolio.

 

Other services income increased to Ps.241.8 million in 2013 from Ps.149.7 million in 2012, primarily due to securitization transactions, foreign trade and miscellaneous commissions.

 

Services fee expense increased 65.5% to Ps.421.6 million in 2013 from Ps.254.7 million in 2012, primarily due to an increase in turnover taxes and higher expenses related to promotions related to credit cards of the Bank.

 

Income from insurance activities

 

This line item includes insurance premiums, net of insurance reserves and production costs, from our insurance company’s operations. Through this vehicle, we began issuing insurance policies in October 2014, and generated revenues of Ps.98.9 million for the nine-month period ended September 30, 2015. In 2014, we generated Ps.8.5 million in revenues. In 2013 and 2012 there was no income from insurance activities as our insurance company had not yet been acquired or authorized to conduct its business by the National Superintendency of Insurance.

 

Administrative Expenses

 

The following table sets forth the components of our administrative expenses:

 

 

Nine-month period ended September 30,

Change September 30,

Year ended December 31,

Change December 31,

 

2015

2014

2015/ 2014

2014

2013

2012

2014/ 2013

2013/ 2012

  (in thousands of Pesos, except percentages)
                 
Personnel expenses 1,998,739 1,463,610 36.6% 1,982,234 1,483,854 1,144,015 33.6% 29.7%
Directors’ and statutory auditors’ fees 43,541 24,324 79.0% 29,668 22,992 14,275 29.0% 61.1%
Other professional fees(1) 121,164 84,152 44.0% 116,267 83,510 68,655 39.2% 21.6%
Advertising and publicity 119,607 79,035 51.3% 98,422 93,686 89,536 5.1% 4.6%
Taxes(2) 183,522 121,424 51.1% 165,635 116,664 83,885 42.0% 39.1%
Depreciation of premises and equipment 41,240 31,312 31.7% 43,308 35,989 31,171 20.3% 15.5%
Amortization of other
intangibles
66,950 48,972 36.7% 66,897 55,844 42,140 19.8% 32.5%
Other(3)

490,391

369,361

32.8%

511,411

394,662

334,057

29.6%

18.1%

Total

3,065,154

2,222,190

37.9%

3,013,842

2,287,201

1,807,734

31.8%

26.5%

 

 

(1) Includes audit, legal and other professional services.
(2) Includes tax on debits and credits, safety and hygiene tax and stamp tax.
(3) Includes leases, security service expenses, maintenance, insurance, electricity, among others.

 

131
 

 

Nine-Month Period Ended September 30, 2015 Compared to Nine-Month Period Ended September 30, 2014

 

In the nine months ended September 30, 2015, administrative expenses totaled Ps.3.1 billion, a 37.9% increase compared to Ps.2.2 billion recorded in the nine months ended September 30, 2014. This increase was primarily due to an increase in personnel expenses, which grew by 36.6%, from Ps.1.5 billion in the nine months ended September 30, 2014 to Ps.2.0 billion during the same period in 2015. This increase was mainly the result of an increase in average salary of 29% for the Bank’s personnel, in line with the collective bargaining agreement between Argentine banks and the labor union, and also similar salary increases by our other subsidiaries during this period. See “Business—Employees—Compensation.”

 

The number of our employees increased to 4,714 at September 30, 2015 from 4,576 at September 30, 2014.

 

Non-personnel administrative expenses amounted to Ps.1.1 billion for the nine months ended September 30, 2015, reflecting a 40.6% increase from the Ps.758.6 million recorded during the same period in 2014. This increase was mainly associated with an increase in taxes to Ps.183.5 million for the nine months ended September 30, 2015 from Ps.121.4 million during the same period in 2014, an increase in advertising and publicity to Ps.119.6 million for the nine months ended September 30, 2015 from Ps.79.0 million during the same period in 2014 and an increase in other fees (including audit, legal and other professional services) to Ps.121.2 million for the nine months ended September 30, 2015 from Ps.84.2 million during the same period in 2014.

 

Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.490.4 million for the nine months ended September 30, 2015, reflecting a 32.8% increase from the Ps.369.4 million recorded during the same period in 2014.

 

2014 Compared to 2013

 

In 2014, administrative expenses totaled Ps.3.0 billion, a 31.8% increase compared to Ps.2.3 billion recorded in 2013. This increase was primarily due to an increase in personnel expenses, which grew by 33.6%, from Ps.1.5 billion in 2013 to Ps.2.0 billion in 2014. This increase was mainly the result of an increase in average salary of 29% for the Bank’s personnel, in line with the collective bargaining agreement between Argentine banks and the labor union, and also similar salary increases by our other subsidiaries during the year. See “Business—Employees—Compensation.”

 

The number of our employees increased to 4,579 in 2014 from 4,570 in 2013.

 

Non-personnel administrative expenses amounted to Ps.1.0 billion in 2014, reflecting a 28.4% increase from the Ps.803.3 million recorded in 2013. This increase was mainly associated with an increase in taxes to Ps.165.6 million in 2014 from Ps.116.7 million in 2013 and an increase in other fees (including audit, legal and other professional services) to Ps.116.3 million in 2014 from Ps.83.5 million in 2013.

 

Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.511.4 million in 2014, reflecting a 29.6% increase from the Ps.394.7 million recorded in 2013.

 

132
 

 

2013 Compared to 2012

 

In 2013, administrative expenses totaled Ps.2.3 billion, 26.5% higher compared to Ps.1.8 billion recorded in 2012. This increase was primarily due to an increase in personnel expenses, which grew by 29.7%, from Ps.1.1 billion in 2012 to Ps.1.5 billion in 2013. This increase was mainly the result of an increase in labor costs due to an average salary adjustment of 24% for the Bank’s personnel, in line with the collective bargaining agreement between Argentine banks and the labor union, and similar salary increases by our other subsidiaries during the year. See “Business—Employees—Compensation.”

 

The number of employees decreased to 4,570 in 2013 from 4,584 in 2012.

 

Non-personnel administrative expenses totaled Ps.803.3 million in 2013, a 21.0% increase from Ps.663.7 million recorded in 2012. This increase was mainly associated with an increase in taxes to Ps.116.7 million in 2013 from Ps.83.9 million in 2012 and an increase in directors’ and statutory auditors’ fees and other fees to PS.106.5 million in 2013 from Ps.82.9 million in 2012.

 

Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.394.7 million in 2013, reflecting an 18.1% increase from the Ps.334.1 million recorded in 2012.

 

Miscellaneous Income/(Loss), Net

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

We had miscellaneous income, net of Ps.59.1 million for the nine months ended September 30, 2015, compared to Ps.51.6 million in the nine months ended September 30, 2014. The increase was mainly due to (i) a Ps.53.9 million increase in other miscellaneous income from Espacio Cordial in the nine months ended September 30, 2015 compared to the same period in 2014 and (ii) increased collection of interest penalties.

 

2014 Compared to 2013

 

We had miscellaneous income, net of Ps.98.2 million for 2014, compared to Ps.33.5 million in 2013. The increase was mainly due to increased collection of interest penalties, higher recoveries in charged off loans and reversals of allowances. In addition, the revenues of Espacio Cordial increased from Ps.13.8 in 2013 to Ps.42.4 million in 2014.

 

2013 Compared to 2012

 

We had miscellaneous income, net of Ps.33.5 million for 2013, compared to Ps.1.4 million income registered in 2012. This increase was mainly due to Ps.13.8 million of revenues generated by Espacio Cordial after commencing activities in 2013, the reversal of allowances of Ps.9.8 million and an increase in sales without recourse on the part of the loan portfolio of CCF estimated to be Ps.14.2 million.

 

Income Tax

 

As of September 30, 2015 and 2014and December 31, 2014, 2013 and 2012, the corporate income tax rate was 35% on taxable income. Central Bank regulations do not require the recognition of deferred tax assets and liabilities. Accordingly, the Bank recognizes income taxes on the basis of amounts due for the period under Argentine tax regulations.

 

Income tax is charged at the rate of 35% at the level of each subsidiary. Accordingly, the Bank, CCF, Tarjeta and the rest of our subsidiaries pay income taxes on the taxable income they generate. On the other hand, Grupo Supervielle’s financial expenses incurred at the holding level create a tax loss carry-forward which can be applied only to Grupo Supervielle’s income tax payable over a period of five years. We do not expect to have income tax payable at the holding company level between 2015 and 2019. Accordingly, we do not recognize a tax credit on our balance sheet. The accrual of financial expenses without a corresponding income tax deduction or credit increases the effective tax rate on a consolidated basis.

 

133
 

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

The income tax charge for the nine months ended September 30, 2015 was Ps.150.2 million compared to Ps.151.3 million charged in the nine months ended September 30, 2014. The decrease was due to a lower effective tax rate on the Bank and CCF as a result of (i) higher earnings from holdings of participation certificates in trusts and (ii) the fact that income taxes for such earnings are paid at the trust level and are tax exempt at the Bank and CCF level, thus decreasing the Bank and CCF’s respective effective tax rates. This effect was partially offset by an increase in taxable income attributable to SAM, Espacio Cordial and Supervielle Seguros.

 

2014 Compared to 2013

 

The income tax charge for 2014 was Ps.199.1 million compared to Ps.97.8 million charged in 2013. The increase was due to the increase in taxable income, a higher effective tax rate (in part due to a higher effective rate on CCF as a result of the effect of taxes on the earnings accrued by our securitization trusts) and a reduced holding of participation certificates in trusts.

 

2013 Compared to 2012

 

The income tax charge for 2013 was Ps.97.8 million compared to Ps.75.1 million in 2012. The increase was due to higher taxable income.

 

Argentine Banking GAAP and U.S. GAAP Reconciliation

 

Our consolidated financial statements are prepared in accordance with Argentine Banking GAAP, which differ in certain significant respects from U.S. GAAP. Note 36 to our audited consolidated financial statements included elsewhere in this prospectus provides a description of the significant differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the years ended December 31, 2014 and 2013. Note 34 to our unaudited interim consolidated financial statements as of and for the periods ended June 30, 2015 and 2014 included elsewhere in this prospectus provides a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the periods ended June 30, 2015 and 2014. This prospectus does not include a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the periods ended September 30, 2015 and 2014. There is no material variation in accounting underlying the September 30, 2015 and 2014 balances that was not disclosed and quantified in the reconciliation to U.S. GAAP as of and for the periods ended June 30, 2015 and 2014.

 

The principal differences between Argentine Banking GAAP and U.S. GAAP as they relate to us, are the following:

 

the accounting for loan origination fees and expenses;

 

differences in the accounting of business combinations;

 

the accounting for computer software obtained or developed for internal use;

 

the accounting for loan loss reserves;

 

the accounting for transfers of financial assets;

 

the accounting for certain investments in marketable securities;

 

the accounting for vacations;

 

the accounting for derivative instruments;

 

the accounting of customers loyalty programs;

 

the accounting for deferred income taxes;

 

the accounting of financial guarantees;

 

the accounting of special termination arrangements;

 

the accounting of credit card loans-imputed interest; and

 

the effect on non-controlling interest of the foregoing reconciling items.

 

134
 

 

Net income under Argentine Banking GAAP for the six-month period ended June 30, 2015 and 2014 was approximately Ps.120.9 million and Ps.169.8 million, respectively, as compared to net income of approximately Ps.114.4 million and Ps.107.6 million, respectively, under U.S. GAAP.

 

Net income under Argentine Banking GAAP for the years ended December 31, 2014 and 2013 was approximately Ps.362.9 million and Ps.372.9 million, respectively, as compared to net income of approximately Ps.290.8 million and Ps.382.9 million, respectively, under U.S. GAAP.

 

Shareholders’ equity under Argentine Banking GAAP as of June 30, 2015 was Ps.1.8 billion, as compared to Ps.1.6 billion under U.S. GAAP.

 

Shareholders’ equity under Argentine Banking GAAP as of December 31, 2014 and 2013 was Ps.1.7 billion and Ps.1.4 billion, respectively, as compared to Ps.1.5 billion and Ps.1.2 billion, respectively, under U.S. GAAP.

 

See note 36 to our audited consolidated financial statements as of and for the years ended December 31, 2014 and 2013 and note 34 to our unaudited interim consolidated financial statements as of June 30, 2015 and for the six-month periods ended June 30, 2015 and 2014 for a discussion of these differences, the effect on our results of operations and financial position and certain other disclosures required under U.S. GAAP.

 

Results by Segments

 

Our results by segments for the nine-month period ended September 30, 2015 and 2014 and for the years ended December 31, 2014 and 2013 are shown in note 36. e) to our unaudited consolidated interim financial statements and note 36. e) to our audited consolidated financial statements, respectively.

 

The table below sets forth information regarding the results of our Retail Banking, Corporate Banking, Treasury, Consumer Finance, Insurance and Asset Management & Other Services business segments for the nine-month period ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012.

 

135
 

 

   As of September 30, 2015
   (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments  Consolidated Total
                         
Financial income    2,091,261    1,312,660    510,707    761.876    13,811    47,072    (78,732)   4,658,655 
Financial expenses    (1,074,005)   (240,406)   (654,858)   (370.299)   (201)   (18,478)   (21,636)   (2,379,883)
Distribution of Income (Expenses) for Treasury Funds(1)    525,960    (722,150)   196,190                     
Gross intermediation margin    1,543,216    350,104    52,039    391,577    13,610    28,594    (100,368)   2,278,772 
Provision for loan losses    (199,809)   (35,039)   (356)   (115,673)       (5,117)       (355,994)
Services Fee Income    1,357,470    278,725    15,940    384,598        89,203    (134,639)   1,991,297 
Services Fee Expenses    (414,591)   (28,879)   (4,478)   (178,591)       (1,452)   79,865    (548,126)
Net Service Fee Income    942,879    249,846    11,462    206,007        87,751    (54,774)   1,443,171 
Income from Insurance Activities                    85,241        28,696    113,937 
Direct costs    (1,494,328)   (111,934)   (40,128)   (463,321)   (44,830)   (103,228)   54,640    (2,203,129)
Indirect costs    (580,908)   (195,699)   (85,418)                   (862,025)
Income from financial transactions    211,050    257,279    (62,401)   18,590    54,021    8,000    (71,806)   414,732 
Miscellaneous Income / (Expenses)    (26,562)   23,863    1,152    44,213    91    54,597    (38,284)   59,070 
Non-controlling interests result                            (9,585)   (9,585)
Income Before Income Tax    184,488    281,142    (61,250)   62,803    54,112    62,597    (119,675)   464,217 
                                         
Income tax    (36,698)   (83,549)   22,072    (8,974)   (21,236)   (21,849)       (150,234)
Net income    147,790    197,593    (39,178)   53,829    32,876    40,748    (119,675)   313,983 

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

  

   As of September 30, 2014
   (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments  Consolidated Total
                         
Financial income    1,372,086    1,011,235    575,331    542,426    2,908    29,010    (65,824)   3,467,172 
Financial expenses    (647,157)   (175,498)   (575,455)   (273,111)       (11,559)   (22,133)   (1,704,913)
Distribution of Income (Expenses) for Treasury Funds(1)    388,413    (620,368)   231,955                     
Gross intermediation margin    1,113,342    215,369    231,831    269,315    2,908    17,451    (87,957)   1,762,259 
Provision for loan losses    (160,303)   (19,602)   1    (88,948)       (1,550)       (270,402)
Services Fee Income    1,049,206    202,297    16,346    284,350        60,665    (82,222)   1,530,642 
Services Fee Expenses    (315,149)   (22,870)   (6,551)   (118,974)       (568)   54,591    (409,521)
Net Service Fee Income    734,057    179,427    9,795    165,376        60,097    (27,631)   1,121,121 
Income from Insurance Activities                    (29)           (29)
Direct costs    (1,072,393)   (87,553)   (26,901)   (350,307)   (2,971)   (57,369)   38,848    (1,558,646)
Indirect costs    (445,447)   (150,778)   (67,319)                   (663,544)
Income from financial transactions    169,256    136,863    147,407    (4,564)   (92)   18,629    (76,740)   390,759 
Miscellaneous Income / (Expenses)    28,727    3,183    (482)   15,094        25,856    (20,827)   51,551 
Non-controlling interests result                            (9,910)   (9,910)
Income Before Income Tax    197,983    140,046    146,925    10,530    (92)   44,485    (107,477)   432,400 
                                         
Income tax    (35,935)   (45,350)   (52,083)   2,263    (289)   (15,174)   (4,726)   (151,294)
Net income    162,048    94,696    94,842    12,793    (381)   29,311    (112,203)   281,106 

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

 

136
 

 

   As of December 31, 2014
   (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments(2)  Consolidated Total
                         
Financial income    1,937,182    1,423,849    670,323    730,752    3,632    39,926    (54,313)   4,751,352 
Financial expenses    (927,079)   (234,065)   (791,792)   (368,079)       (20,275)   (123,237)   (2,464,526)
Distribution of Income (Expenses) for Treasury Funds(1)    547,579    (884,803)   337,225                     
Gross intermediation margin    1,557,682    304,981    215,756    362,674    3,632    19,651    (177,551)   2,286,826 
Provision for loan losses    (190,169)   (41,344)   (631)   (121,265)       (3,100)       (356,509)
Services Fee Income    1,479,047    285,945    23,578    389,751        84,291    (99,792)   2,162,820 
Services Fee Expenses    (454,645)   (32,373)   (9,044)   (181,917)       (734)   68,372    (610,341)
Net Service Fee Income    1,024,402    253,571    14,534    207,834        83,557    (31,419)   1,552,479 
Income from Insurance Activities                    7,172        1,342    8,513 
Direct costs    (1,488,219)   (115,827)   (41,119)   (460,366)   (9,226)   (82,427)   59,167    (2,138,016)
Indirect costs    (591,563)   (198,798)   (85,465)                   (875,826)
Income from financial transactions    312,133    202,584    103,075    (11,124)   1,578    17,681    (148,461)   477,465 
Miscellaneous Income / (Expenses)    42,057    11,921    96    23,770        42,294    (21,891)   98,246 
Non-controlling interests result                            (13,708)   (13,708)
Income Before Income Tax    354,189    214,505    103,170    12,646    1,578    59,975    (184,060)   562,004 
                                         
Income tax    (75,482)   (61,357)   (36,807)   46    765    (21,521)   (4,726)   (199,084)
Net income    278,707    153,147    66,363    12,692    2,343    38,454    (188,786)   362,920 

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.
(2)Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements and the result of our decision to protect our capital against a continued devaluation of the Peso that ultimately did not materialize, as well as transactions between segments.

 

   As of December 31, 2013
   (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments(2)  Consolidated Total
                         
Financial income    1,169,765    927,522    381,865    555,804    645    34,436    (24,656)   3,045,380 
Financial expenses    (479,588)   (142,240)   (431,076)   (224,108)   (10)   (12,291)   (14,603)   (1,303,916)
Distribution of Income (Expenses) for Treasury Funds(1)    259,543    (553,769)   294,225                     
Gross intermediation margin    949,720    231,513    245,015    331,696    635    22,145    (39,260)   1,741,464 
Provision for loan losses    (147,482)   (60,966)       (139,983)       (2,105)       (350,535)
Services Fee Income    1,235,833    190,143    17,726    345,705        67,011    (90,759)   1,765,659 
Services Fee Expenses    (331,004)   (19,319)   (4,406)   (103,093)   (7)   (870)   37,113    (421,587)
Net Service Fee Income    904,829    170,825    13,319    242,612    (7)   66,140    (53,646)   1,344,072 
Direct costs    (1,147,293)   (74,941)   (26,891)   (416,658)   (475)   (63,467)   59,474    (1,670,250)
Indirect costs    (416,389)   (140,745)   (59,819)                   (616,953)
Income from financial transactions    143,386    125,686    171,624    17,667    153    22,713    (33,431)   447,799 
Miscellaneous Income / (Expenses)    4,651    (5,760)   (823)   25,655    23    11,925    (2,160)   33,511 
Non-controlling interests result                            (10,556)   (10,556)
Income Before Income Tax    148,037    119,926    170,802    43,322    177    34,638    (46,147)   470,755 
Income tax    9,438    (27,481)   (60,056)   (7,647)   (62)   (11,955)       (97,765)
Net income    157,475    92,445    110,745    35,675    114    22,683    (46,147)   372,990 

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.
(2)Includes (i) financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements, (ii) gains related to NDF hedging transactions and (iii) transactions between segments.

 

137
 

 

    As of December 31, 2012
    (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments(2)  Consolidated Total
                         
Financial income    837,414    712,077    210,665    472,267        26,931    (49,015)   2,210,340 
Financial expenses    (304,910)   (96,868)   (248,347)   (170,637)       (8,742)   11,169    (818,335)
Distribution of Income (Expenses) for Treasury Funds(1)    205,426    (335,614)   130,188                     
Gross intermediation margin    737,931    279,595    92,506    301,630        18,189    (37,846)   1,392,005 
Provision for loan losses    (83,245)   (32,924)   (1)   (91,434)       (2,194)       (209,798)
Services Fee Income    898,111    135,180    18,074    250,611        45,019    (57,344)   1,289,651 
Services Fee Expenses    (215,291)   (12,513)   (2,781)   (32,054)       (448)   8,411    (254,675)
Net Service Fee Income    682,820    122,667    15,294    218,557        44,571    (48,933)   1,034,976 
Direct costs    (873,898)   (62,628)   (20,174)   (374,798)       (43,432)   49,357    (1,325,573)
Indirect costs    (319,168)   (117,155)   (45,839)                   (482,161)
Income from financial transactions    144,440    189,556    41,786    53,955        17,135    (37,422)   409,450 
                                         
Miscellaneous Income / (Expenses)    5,157    250    (956)   4,087        (552)   (6,556)   1,431 
Non-controlling interests result                            (9,566)   (9,566)
Income Before Income Tax    149,597    189,806    40,830    58,042        16,583    (53,543)   401,315 
                                         
Income tax    24,719    (67,683)   (14,579)   (12,578)       (4,988)       (75,110)
Net income    174,317    122,123    26,251    45,463        11,595    (53,543)   326,205 

 

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.
(2)Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements, as well as transactions between segments.

 

Below is a discussion of our results of operations by segments for the nine-month period ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012.

 

Retail Banking

 

Net revenues attributable to the Retail Banking segment in the nine months ended September 30, 2015 were Ps.2.5 billion, Ps.639 million higher than the Ps.1.8 billion recorded in the same period of 2014. Net revenues attributable to the Retail Banking segment in 2014 were Ps.2.6 billion, Ps.727.5 million or 39% higher than the Ps.1.9 billion recorded in 2013, which in turn was Ps.433.8 million higher than the Ps.1.4 billion recorded in 2012.

 

Net income attributable to the Retail Banking segment in the nine months ended September 30, 2015 was Ps.147.8 million, Ps.14.3 million or 9% lower than the Ps.162.1 million recorded in the same period of 2014. Net income attributable to the Retail Banking segment in 2014 was Ps.278.7 million, Ps.121.2 million or 77% higher than the Ps.157.5 million recorded in 2013, which in turn was Ps.16.8 million lower than the Ps.174.3 million recorded in 2012.

 

In the nine months ended September 30, 2015, private demand remained stable compared to the same period of 2014. In 2014, private demand was weak compared to 2013. Despite lower consumption levels, lending by our Retail Banking segment increased, which resulted in higher earnings on a year to year comparison.

 

In the nine months ended September 30, 2015, personal loan origination increased by 26%, generating a 21% increase in the personal loan portfolio compared to the same period of 2014. The Bank’s personal loan portfolio totaled approximately Ps.4.6 billion at September 30, 2015, or Ps.6.4 billion including personal loans that were securitized. In 2014, personal loan origination increased by 13.0%, generating a 16% increase in the personal loan portfolio. The Bank’s personal loan portfolio totaled approximately Ps.2.9 billion at December 31, 2014, or Ps.5.3 billion including personal loans that were securitized.

 

In terms of deposits, the Retail Banking segment recorded a 58.8% increase in savings account balances and a 30.4% increase in checking account balances in the nine months ended September 30, 2015, each compared to the same period in 2014. Total deposits in the Bank as of September 30, 2015 amounted to Ps.13.4 billion, a 42.3% increase from the Ps.9.4 billion as of September 30, 2014. In terms of deposits, the Retail Banking segment recorded a 31% increase in savings account balances and a 23% increase in checking account balances in 2014, each compared to 2013. Total deposits in the Bank as of December 31, 2014 amounted to Ps.10.9 billion, a 36.4% increase from the Ps.8.0 billion as of December 31, 2013.

 

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As of September 30, 2015, the Bank maintained more than 1.7 million savings accounts and more than 54,000 checking accounts. In the nine months ended September 30, 2015, the Bank also serviced more than 716,000 product bundles for senior citizens, 370,000 Plan Sueldo accounts and more than 30,000 high net worth customers. As of December 31, 2014, the Bank maintained more than 1.5 million savings accounts and more than 47,000 checking accounts. In 2014, the Bank also serviced more than 620,000 product bundles for senior citizens, 327,000 Plan Sueldo accounts and more than 25,000 high net worth customers.

 

Gross financial margin attributed to the Retail Banking segment for the nine months ended September 30, 2015 was Ps.1.5 billion, a 39% or Ps.429.9 million increase compared to Ps.1.1 billion gross financial margin for the same period in 2014. Gross financial margin attributed to the Retail Banking segment for 2014 was Ps.1.6 billion, a 64% or Ps.608.0 million increase compared to Ps.949.7 million gross financial margin for 2013, which in turn was 29% or Ps.211.8 million higher compared to Ps.737.9 million recorded in 2012.

 

Financial expenses increased by 56% to Ps.1.1 billion in the nine months ended September 30, 2015 from Ps.647.2 million recorded during the same period in 2014 due to the increase in time deposits, checking accounts and saving accounts. Net services fee income amounted to Ps.942.9 million in the nine months ended September 30, 2015, 28% higher than the Ps.734.1 million recorded in the nine months ended September 30, 2014. Higher average volumes of personal loans led to increased financial income. Financial expenses increased by 93% to Ps.927 million in 2014 from Ps.480 million recorded in 2013 due to the increase in time deposits, checking accounts and saving accounts. Net services fee income amounted to Ps.1.0 billion in 2014, 13% higher than the Ps.904.8 million recorded in 2013, which was in turn 35.5% higher than the Ps.682.8 million recorded in 2012. The increase in net services fee income in 2014 and 2013 was driven by an increase in the volume of checking and savings accounts which more than offset the impact of Central Bank regulations related to maximum fees.

 

Loan loss provisions amounted to Ps.199.8 million in the nine months ended September 30, 2015, Ps.39.5 million higher than the Ps.160.3 million for the same period in 2014. The increase in loan loss provisions in the nine months ended September 30, 2015 is mainly explained by an increase in the loan portfolio. Loan loss provisions amounted to Ps.190.2 million in 2014, Ps.43 million higher than the Ps.147.5 million for 2013, which was in turn Ps.64.3 million lower than the Ps.83.2 million recorded in the previous year. The variation in loan loss provisions in 2014 is mainly explained by an increase in the loan portfolio, which was partially offset by an improvement of the asset quality of our loan portfolio and the reversal of allowances that the Bank constituted in 2013.

 

Direct costs increased 39% or Ps.421.9 million to Ps.1.5 billion in the nine months ended September 30, 2015, compared to Ps.1.1 billion during the same period in 2014. The increase was due to higher personnel and operational expenses, as a consequence of vendors’ and unions’ adjustment of rates and salaries in line with private sector inflation estimates. Direct costs increased 30% or Ps.340.9 million to Ps.1.5 billion in 2014, compared to Ps.1.1 billion in 2013, in turn 31 % or Ps.273.4 million higher than Ps.873.9 million in 2012. The increase was due to higher personnel and operational expenses, as a consequence of vendors’ and unions’ adjustment of rates and salaries to inflation.

 

Corporate Banking

 

Net revenues attributable to the Corporate Banking segment in the nine months ended September 30, 2015 were Ps.600.0 million, Ps.205.2 million or 52% higher than the Ps.394.8 million recorded in the same period in 2014. Net revenues attributable to the Corporate Banking segment in 2014 were Ps.558.6 million, Ps.156.3 million or 39% higher than the Ps.402.3 million recorded in 2013, which in turn remained stable compared to 2012.

 

Net income attributable to the Corporate Banking segment in the nine months ended September 30, 2015 was Ps.197.6 million, Ps.102.9 million higher than the Ps.94.7 million recorded in the same period in 2014. Net income attributable to the Corporate Banking segment in 2014 was Ps.153.1 million, Ps.60.7 million higher than the Ps.92.4 million recorded in 2013, which in turn was Ps.29.7 million lower than the Ps.122.1 million recorded in 2012.

 

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In the nine months ended September 30, 2015, the growth in net income was a result of an increase in revenues generated by leasing and loans to corporate customers. The increase in revenues in these products was primarily due to higher volumes and spreads and higher fee income, which was partially offset by an increase in direct and indirect costs. In 2014, the growth in net income was a result of increases in revenues generated by the Corporate Banking segment’s main products: factoring, leasing, and loans to corporate customers, as a result of higher volumes and spreads, higher fee income and lower loan loss provisions, which was partially offset by an increase in direct costs. 

 

Gross financial margin attributed to the Corporate Banking segment in the nine months ended September 30, 2015 was Ps.350.1 million, a 63% or Ps.134.7 million increase compared to the Ps.215.4 million gross financial margin during the same period in 2014. Financial income from the Corporate Banking segment’s customers increased 30% to Ps.1.3 billion in the nine months ended September 30, 2015 from Ps.1.0 billion recorded during the same period in 2014 as a result of higher average volumes of loans to corporate customers and overdrafts and receivables from financial leases, which were partially offset by a 37% increase in financial expenses to Ps.240.4 million for the same period in 2014 and by a 16.4% increase in distribution of expenses for treasury funds to Ps. 722.1 million in the nine months ended September 30, 2015 from Ps. 620.4 million recorded during the same period in 2014. Gross financial margin attributed to the Corporate Banking segment for 2014 was Ps.305.0 million, a 32% or Ps.73.5 million increase compared to the Ps.231.5 million gross financial margin for 2013, which in turn was 17% or Ps.48.1 million lower than the Ps.279.6 million for 2012. Financial income from the Corporate Banking segment’s customers increased 54% to Ps.1.4 billion in 2014 from Ps.927.5 million recorded in 2013 as a result of higher average volumes of factoring transactions (which increased to a 7.8% market share), overdrafts and receivables from financial leases, which were partially offset by a 65% increase to Ps.234.0 million in financial expenses for 2014 from Ps.142.2 million for 2013. In 2013, financial income from corporate customers increased by Ps.215.4 million or 30% to Ps.927.5 million due to higher volumes, partially offset by an increase in financial expenses compared to 2012.

 

Net services fee income amounted to Ps.249.8 million in the nine months ended September 30, 2015, 39% higher than the Ps.179.4 million during the same period in 2014. The increase in net services fee income was mainly driven by the increase in receivables from financial leases. Net services fee income amounted to Ps.253.6 million in 2014, 48% higher than the Ps.170.8 million for 2013, which was in turn 39% above the Ps.122.7 million for 2012. The increase in net services fee income was driven by the increase in income from check administration commissions, in particular due to an increase in the volume and number of factoring transactions, and receivables from financial leases.

 

Loan loss provisions amounted to Ps.35.0 million in the nine months ended September 30, 2015, 79% higher than the Ps.19.6 million recorded during the same period in 2014. The increase in the nine months ended September 30, 2015 is mainly explained by an increase in the loan portfolio. Loan loss provisions amounted to Ps.41.3 million in 2014, 32% lower than the Ps.61.0 million recorded in 2013, which was in turn Ps.28.0 million higher than the Ps.32.9 million recorded in 2012. The decrease in 2014 is mainly explained by the improvement of the asset quality of our loan portfolio and the reversal of non-mandatory allowances that the Bank constituted in 2013.

 

Direct costs increased 28% or Ps.24.4 million to Ps.111.9 million in the nine months ended September 30, 2015, compared to Ps.87.6 million in 2014. The increase was due to higher personnel and operational expenses, as a consequence of the adjustment of rates by vendors and salaries, in line with private sector inflation estimates . Direct costs increased 55% or Ps.40.9 million to Ps.115.8 million in 2014, compared to Ps.74.9 million in 2013, which in turn were 20% or Ps.12.3 million higher than Ps.62.6 million in 2012. The increase was due to higher personnel and operational expenses, as a consequence of the adjustment of rates by vendors and salaries, in line with private sector inflation estimates.

 

Treasury

 

Net revenues attributable to the Treasury segment in the nine months ended September 30, 2015 were Ps.63.5 million, Ps.178.1 million lower than the Ps.241.6 million recorded during the same period in 2014. Net revenues attributable to the Treasury segment in 2014 were Ps.230.3 million, Ps.28.0 million lower than the Ps.258.3 million recorded in 2013, which in turn were Ps.150.5 million higher than Ps.107.8 million recorded in 2012.

 

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The Treasury segment had a loss of Ps.39.2 million in the nine months ended September 30, 2015 compared to a gain of Ps.94.8 million in the nine months ended September 30, 2014. The loss in the nine months ended September 30, 2015 was primarily due to a Ps.52.8 million decrease in foreign exchange gains in the period (due to the Central Bank’s decision to support the value of the Peso), which were not sufficient to offset the cost of funds for the trading desks investment portfolio during this period. Net income attributable to the Treasury segment in 2014 was Ps.66.4 million, Ps.44.4 million lower than the Ps.110.7 million recorded in 2013, which in turn was Ps.84.5 million higher than Ps.26.3 million recorded in 2012. The decrease in 2014 was primarily due to lower gains recorded from trading desk positions, which totaled Ps.24.4 million in 2014 compared to Ps.64.2 million in 2013.

 

Gross financial margin attributed to the Treasury segment in the nine months ended September 30, 2015 was Ps.52.0 million, a 78 % or Ps.179.8 million decrease compared to the Ps.231.8 million gross financial margin recorded during the same period in 2014. This decrease was mainly due to a 13.8% increase in financial expenses, a 11.2% decrease in financial income and a 15% decrease in distribution of income for treasury funds in the nine months ended September 30, 2015 as compared to the same period in 2014. Gross financial margin attributed to the Treasury segment in 2014 was Ps.215.8 million, a 12% or Ps.29.3 million decrease compared to the Ps.245.0 million gross financial margin recorded in 2013, which in turn was 165% or Ps.152.5 million higher than Ps.92.5 million in 2012. Financial expenses increased 84% in 2014 as compared to 2013, which in turn was 74% higher than in 2012, mainly due to the devaluation of the Peso in 2014. This effect was partially offset by a 76% increase in financial income in 2014, after increasing 81% in 2013 on an annual basis.

 

Net services fee income amounted to Ps.11.5 million in the nine months ended September 30, 2015, a 17% increase compared to the Ps.9.8 million recorded during the same period in 2014. The increase in net services fee income in the nine months ended September 30, 2015 was driven by a decrease in fees paid for services during this period as compared to the nine months ended September 30, 2014. Net services fee income amounted to Ps.14.5 million in 2014, a 9% increase compared to the Ps.13.3 million recorded in 2013 which in turn was 13% or Ps.2.0 million lower than the Ps.15.3 million recorded in 2012. The increase in net services fee income in 2014 and 2013 was driven by higher fees derived from origination of securitization trusts.

 

Direct costs amounted to Ps.40.1 million in the nine months ended September 30, 2015, compared to the Ps.26.9 million during the same period in 2014. Direct costs amounted to Ps.41.1 million in 2014, compared to the Ps.26.9 million in 2013 and Ps.20.2 million in 2012.

 

Consumer Financing

 

Net revenues attributable to Consumer Financing in the nine months ended September 30, 2015 were Ps.597.6 million, Ps.162.9 million higher than the Ps.434.7 million recorded in the nine months ended September 30, 2014. Net revenues attributable to Consumer Financing in 2014 were Ps.570.5 million, Ps.3.8 million lower than the Ps.574.3 million recorded in 2013, which in turn were Ps.54.1 million higher than the Ps.520.2 million recorded in 2012.

 

Net income attributable to the Consumer Financing segment in the nine months ended September 30, 2015 was Ps.53.8 million, Ps.41.0 million higher than the Ps.12.8 million recorded during the same period in 2014. Net income attributable to the Consumer Financing segment in 2014 was Ps 12.7 million, Ps.23.0 million lower than the Ps.35.7 million recorded in 2013, which in turn was Ps.9.8 million lower than Ps.45.5 million recorded in 2012.

 

Gross financial margin attributable to the Consumer Financing segment in the nine months ended September 30, 2015 was Ps.391.2 million, a 45% or Ps.122.3 million increase compared to the Ps.269.3 million recorded during the same period in 2014. In the nine months ended September 30, 2015, financial income increased 40.5% and financial expense increased 35.6%, in each case compared to the same period in 2014. Gross financial margin attributable to the Consumer Financing segment in 2014 was Ps.362.7 million, a 9% or Ps.31.0 million increase compared to the Ps.331.7 million gross financial margin recorded in 2013, which in turn was 10% or Ps.30.1 million higher than the Ps.301.6 million recorded in 2012. In 2014, financial income increased 31% and financial expense increased 64%, in each case compared to 2013.

 

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Net services fee income amounted to Ps.206.0 million in the nine months ended September 30, 2015, 25% higher than the Ps.165.4 million recorded during the same period in 2014. The increase in net services fee income in the nine months ended September 30, 2015 was driven by higher loan and credit-related fees. Net services fee income amounted to Ps.207.8 million in 2014, 14% lower than the Ps.242.6 million recorded in 2013, which was in turn 11% above the Ps.218.6 million recorded in 2012. The decrease in net services fee income in 2014 was driven by a decrease in loan and credit-related fees and a reduction in the credit card portfolio. The increase in net services fee income in 2013 compared to 2012 was mainly driven by higher loan and credit-related fees.

 

Loan loss provisions amounted to Ps.115.7 million in the nine months ended September 30, 2015, Ps.26.7 million higher than the Ps.88.9 million during the same period in 2014. The variation in loan loss provisions in the nine months ended September 30, 2015 is mainly explained by an increase in the loan portfolio. Loan loss provisions amounted to Ps.121 million in 2014, Ps.19 million lower than the Ps.140 million for 2013, which was in turn Ps.48.5 million higher than the Ps.91.4 million recorded in the previous year. The variation in loan loss provisions in 2014 is mainly explained by the reversal of allowances that CCF constituted in 2013.

 

Direct costs increased 32.3% or Ps.113.0 million to Ps.463.6 million in the nine months ended September 30, 2015, compared to Ps.350.3 million during the same period in 2014. The increase in the nine months ended September 30, 2015 was a result of higher operating costs due to inflation and an increase in salaries due to the collective bargaining agreements. Direct costs increased 10% or Ps.43.7 million to Ps.460.4 million in 2014, compared to Ps.416.7 million in 2013, which in turn were 11% or Ps.41.9 million higher than Ps.374.8 million in 2012. The increase in 2014 was a result of higher operating costs due to inflation and an increase in salaries.

 

Insurance

 

Net revenues attributable to Supervielle Seguros in the nine months ended September 30, 2015 were Ps.98.9 million, compared to the Ps.2.9 million recorded in the nine months ended September 30, 2014. Net revenues attributable to Supervielle Seguros in 2014 were Ps.10.8 million, compared to the Ps.0.6 million recorded in 2013. Supervielle Seguros began issuing insurance policies in October 2014. From 2013 to the third quarter of 2014, net revenues were derived solely from financial income from its investment portfolio, while in the nine months ended September 30, 2015 financial income was Ps.13.8 million or 14.0% of net revenues.

 

Net income attributable to the insurance segment in the nine months ended September 30, 2015 was Ps.32.9 million, compared to Ps.(0.4 million) during the same period in 2014. Gross financial margin in the nine months ended September 30, 2015 was Ps.13.6 million, a 368% or Ps.10.7 million increase compared to the Ps.2.9 million gross financial margin recorded during the same period in 2014. Net income attributable to the insurance segment in 2014 was Ps.2.3 million, compared to Ps.0.1 in 2013. Gross financial margin in 2014 was Ps.3.6 million, a 472% or Ps.3.0 million increase compared to the Ps.0.6 million gross financial margin recorded in 2013.

 

Income from insurance activities amounted to Ps.85.2 million in the nine months ended September 30, 2015. Income from insurance activities amounted to Ps.7.2 million in 2014.

 

Direct costs were Ps.44.8 million in the nine months ended September 30, 2015, compared to Ps.3.0 million during the same period in 2014. Direct costs were Ps.9.2 million in 2014, compared to Ps.0.5 million in 2013.

 

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Asset Management & Other Services

 

Net revenues attributable to Asset Management & Other Services segment in the nine months ended September 30, 2015 were Ps.116.3 million, Ps.38.8 million or 50% higher than the Ps.77.5 million recorded in the nine months ended September 30, 2014, mainly due to the expansion of Espacio Cordial, which increased the sale of non-financial products (primarily technology and home appliances), and an increase in mutual fund management fees generated by SAM. Net revenues attributable to Asset Management & Other Services segment in 2014 were Ps.103.2 million, Ps.14.9 million or 17% higher than the Ps.88.3 million recorded in 2013, mainly due to the expansion of Espacio Cordial, which increased the sale of non-financial products (primarily technology and home appliances), and an increase in mutual fund management fees generated by SAM. This increase was partially offset by the sale of Adval. Net revenues of this segment in 2013 were Ps.25.5 million higher than the Ps.62.8 million recorded in 2012.

 

Net income in the nine months ended September 30, 2015 was Ps.40.7 million, Ps.11.4 million higher than the Ps.29.3 million recorded during the same period in 2014. Net income in 2014 was Ps.38.5 million, Ps.15.8 million higher than the Ps.22.7 million recorded in 2013, which in turn was Ps.11.1 million higher than the Ps.11.6 million recorded in 2012.

 

Gross financial margin in the nine months ended September 30, 2015 was Ps.28.6 million, 64% or Ps.11.1 million higher than the Ps.17.5 million gross financial margin recorded during the same period in 2014. Gross financial margin in 2014 was Ps.19.7 million, 11% or Ps.2.5 million lower than the Ps.22.1 million gross financial margin recorded in 2013, which in turn was 22% or Ps.4.0 million higher than the Ps.18.2 million gross financial margin recorded in 2012.

 

Net services fee income amounted to Ps.87.8 million in the nine months ended September 30, 2015, 46% higher than the Ps.60.0 million recorded during the same period in 2014. The increase in services fee income was mainly driven by higher average fees and increased volume in mutual fund management. Net services fee income amounted to Ps.83.6 million in 2014, 26% higher than the Ps.66.1 million recorded in 2013, which was in turn 48% above the Ps.44.6 million recorded in 2012. The increase in services fee income was mainly driven by higher average fees and volume in mutual fund management.

 

Loan loss provisions amounted to Ps.5.1 million in the nine months ended September 30, 2015, 230% higher than the Ps.1.6 million during the same period in 2014. The increase in the nine months ended September 30, 2015 was due to an increase in the volume of loans. Loan loss provisions amounted to Ps.3.1 million in 2014, 47% higher than the Ps.2.1 million for 2013, which was in turn lower than the Ps.2.2 million recorded in 2012. The increase in 2014 was due to an increase in the volume of loans, which was partially offset by lower delinquency ratios.

 

Direct costs increased 80% or Ps.45.9 million to Ps.103.2 million in the nine months ended September 30, 2015, compared to Ps.57.4 million during the same period in 2014. The increase in the nine months ended September 30, 2015 was mainly due to inflation and an increase in salaries due to an increase in the number of employees. Direct costs increased 30% or Ps.19.0 million to Ps.82.4 million in 2014, compared to Ps.63.5 million in 2013, which in turn were 46% or Ps.20.0 million higher than Ps.43.4 million in 2012. The increase in 2014 and 2013 was mainly due to inflation and an increase in salaries due to an increase in the number of employees.

 

Adjustments

 

Financial expenses and other results incurred by Grupo Supervielle at the holding level, and transactions between segments, are not allocated to any particular segment for internal reporting purposes, and are disclosed under “Adjustments” to reconcile the total of each line item with the amounts appearing in our statement of income. Inter-segment transactions offset each other and do not impact total direct earnings on a consolidated basis. Other results not allocated to segments totaled losses of Ps.119.7 million in the nine months ended September 30, 2015, compared to Ps.112.2 for the nine months ended September 30, 2014. Other results not allocated to segments totaled losses of Ps.188.8 million, Ps.46.1 million and Ps.53.5 million in each of 2014, 2013 and 2012.

 

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Financial expenses of Grupo Supervielle at the holding level for the nine months ended September 30, 2015 were higher than for the same period in 2014 mainly due to an increase in the average volume of financial debt and an increase in the interest rate.

 

Financial expenses of Grupo Supervielle at the holding level in 2014 were higher than in 2013 mainly due to Ps.96.2 million attributable to losses incurred as a result of our decision to protect our capital against a continued devaluation of the peso that ultimately did not materialize.

 

Below we present a summary of items recorded by Grupo Supervielle at the holding level, as well as by Sofital, excluding inter-segment transactions, as of September 30, 2015 and 2014:

 

    As of September 30, 2015   As of September 30, 2014
    (in thousands of pesos)
    Grupo Supervielle   Sofital   Grupo Supervielle   Sofital
Financial income     12,527       44       (25,351 )     74  
Financial expenses     (114,440 )     (15 )     (74,196 )     0  
Gross financial margin     (101,914 )     29       (99,548 )     74  
                                 
Services Fee Income     19,240             19,029        
Net Service Fee Income     19,240             19,029        
                                 
Net Revenue     (82,674 )     29       (80,519 )     74  
                                 
Direct costs     (18,520 )     (269 )     (19,322 )     (196 )
Income from financial transactions     (101,194 )     (240 )     (99,840 )     (123 )

  

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Consolidated Assets

 

The structure and main components of our consolidated assets as of the dates indicated were as follows:

 

    As of September 30,   As of December 31,
    2015   2014   2013   2012
    Amount   %   Amount   %   Amount   %   Amount   %
    (in thousands of Pesos, except percentages)
Cash and due from banks     3,845,540       13.7 %     3,649,084       15.7 %     2,662,592       15.3 %     2,177,218       16.8 %
Investment Portfolio                                                                
Government and corporate securities     466,375       1.7 %     272,372       1.2 %     485,124       2.8 %     175,948       1.4 %
Participation in our securitization trusts     1,197,121       4.3 %     1,309,238       5.6 %     1,122,629       6.4 %     1,372,463       10.5 %
Securities issued by the Central Bank     703,806       2.5 %     735,708       3.2 %                 53,829       0.4 %
Loans and financing portfolio     19,409,062       69.2 %     16,039,182       69.0 %     12,405,098       71.2 %     8,349,231       64.3 %
Other assets (1)     2,430,566       8.7 %     1,235,610       5.3 %     742,688       4.3 %     562,880       6.7 %
Total     28,052,470       100.0 %     23,241,194       100.0 %     17,418,131       100.0 %     12,691,569       100.0 %

 


(1)Includes mainly other receivables from financial transactions, equity investments, miscellaneous receivables, bank premises and equipment, miscellaneous assets, and intangible assets.

 

Of our Ps.28.1 billion total assets as of September 30, 2015 Ps.27.3 billion, equivalent to 97.4% of the total, corresponded to the Bank and CCF. As of September 30, 2015, our total direct exposure to the non-financial public sector amounted to Ps.490.2 million. Our exposure to the financial public sector is primarily composed of our holdings of securities issued by the Central Bank, which as of September 30, 2015 amounted to Ps.703.8 million. In addition to these holdings, we hold deposits and other accounts with the Central Bank to comply with Argentine regulatory requirements.

Of our Ps.23.2 billion total assets as of December 31, 2014 Ps.22.9 billion, equivalent to 98.6% of the total, corresponded to the Bank and CCF. As of December 31, 2014, our total direct exposure to the non-financial public sector amounted to Ps.158.7 million. Our exposure to the financial public sector is primarily composed of our holdings of securities issued by the Central Bank, which as of December 31, 2014 amounted to Ps.735.7 million.

Liquidity and Capital Resources

 

Our main source of liquidity is the Bank’s deposit base. The Bank, CCF and Tarjeta also securitize portions of their loan portfolios to generate liquidity for their operations. CCF also receives deposits and interbank calls and issues short-term debt securities in the Argentine capital markets for financing. Additionally, long-term financing and capital contributions enable us to cover most of our liquidity requirements.

 

145
 

 

Consolidated Cash Flows

 

The table below summarizes the information from our consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 and for the three years ended December 31, 2014, 2013 and 2012, which is also discussed in more detail below:

 

   Nine-month Period ended
September 30,
  Year ended   December 31,
   2015  2014  2014  2013  2012
   (in thousands of Pesos)
                
Funds at the beginning of period    4,046,180    2,786,733    2,786,733    2,195,075    1,293,615 
                          
Funds provided by Operating Activities    192,728    500,937    1,761,291    372,852    1,138,095 
Government and corporate securities    265,012    (184,708)   97,819    (99,098)   106,356 
Net increase in loans    (363,176)   (93,540)   (838,944)   (2,705,807)   (612,853)
Net increase in deposits    2,181,247    1,164,504    2,469,810    2,686,383    1,561,907 
Net operating income from services    1,530,619    1,145,333    1,508,389    1,343,441    1,043,665 
Administrative expenses    (2,757,104)   (1,956,792)   (2,650,606)   (2,093,791)   (1,659,354)
Other    (663,870)   426,140    1,174,823    1,241,724    698,374 
                          
Funds (used in) Investing Activities    (221,431)   (69,705)   (363,502)   (90,177)   (61,204)
Net payments in bank premises and equipment and miscellaneous assets    (217,142)   (70,736)   (362,735)   (85,606)   (53,735)
Payments for purchases of equity interests in other companies        (10)   (9)   (4,544)    
Other    (4,289)   1,041    (758)   (27)   (7,469)
                          
Funds (used in) provided by Financing Activities    407,438    167,962    (334,078)   136,607    (250,577)
Funds (used in) provided by unsubordinated negotiable obligations    227,581    146,279    (70,699)   192,367    (1,622)
Funds (used in) provided by subordinated negotiable obligations    (44,965)   (35,233)   (60,208)   3,769    (27,376)
Funds (used in) provided by banks and international entities    247,977    65,281    (102,104)   (43,565)   (183,191)
Payment of dividends    (7,384)   (8,342)   (8,343)   (8,672)   (24,363)
Other    (15,771)   (23)   (92,724)   (7,292)   (14,025)
                          
Effect of exchange rate on cash and cash equivalents    97,178    188,743    195,736    172,376    75,146 
                          
Funds at the end of the period    4,522,093    3,574,670    4,046,180    2,786,733    2,195,075 

  

Management believes that cash flows from operations and available cash and cash equivalent balances will be sufficient to fund our financial commitments and capital expenditures for 2015.

 

Cash Flows from Operating Activities

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

In the nine months ended September 30, 2015, operating activities provided Ps.192.7 million of net cash, compared to Ps.500.9 million of net cash provided during the same period in 2014. Net increase in loans was Ps.363.2 million in the nine months ended September 30, 2015 from Ps.93.5 million during the same period in 2014. Net operating income from services increased to Ps.1.5 million in the nine months ended September 30, 2015 from Ps.1.1 million during the same period in 2014. Deposits increased to Ps.2.2 billion in the nine months ended September 30, 2015 from Ps.1.2 billion during the same period in 2014. Administrative expenses increased to Ps.2.8 billion in the nine months ended September 30, 2015 compared to Ps.2.0 billion during the same period in 2014 and our holding of marketable securities generated Ps.265.0 million in the nine months ended September 30, 2015 from Ps.184.7 million used during the same period in 2014.

 

146
 

 

2014 Compared to 2013

 

In 2014, operating activities provided Ps.1.8 billion of net cash, compared to Ps.372.9 million of net cash provided in 2013. Net increase in loans declined to Ps.838.9 million in 2014 from Ps.2.7 billion in 2013. Net operating income from services increased to Ps.1.5 billion in 2014 from Ps.1.3 billion in 2013. Deposits decreased to Ps.2.5 billion in 2014 from Ps.2.7 billion in 2013. Administrative expenses increased to Ps.2.7 billion in 2014 compared to Ps.2.1 billion in 2013 and our holding of marketable securities provided Ps.97.8 million in 2014 from Ps.99.1 million used in 2013.

 

2013 Compared to 2012

 

In 2013, operating activities provided Ps.372.9 million of net cash, compared to Ps.1.1 billion of net cash provided in 2012. Net increase in loans totaled Ps.2.7 billion in 2013 compared to Ps.612.9 in 2012. Administrative expenses increased to Ps.2.1 billion in 2013 from Ps.1.7 billion in 2012 and our holding of marketable securities decreased to Ps.99.1 million in 2013 from Ps.106.4 million in 2012. Deposits increased to Ps.2.7 billion in 2013 from 1.6 billion in 2012 and net operating income from services increased to Ps.1.3 billion in 2013 from Ps.1.0 billion in 2012.

 

Cash Flows from Investing Activities

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

In the nine months ended September 30, 2015, we used Ps.221.4 million of net cash in our investing activities, compared to Ps.69.7 million of net cash used during the same period in 2014. The increase in investment activities in the nine months ended September 30, 2015 is primarily explained by the increase in payments for bank premises, equipment and miscellaneous assets to Ps.217.1 million in the nine months ended September 30, 2015 (including the acquisition for a total of Ps.165 million of four office units and parking spaces located at Avenida L. N. Alem 1035 for a probable future reallocation of our staff), compared to Ps.69.7 million during the same period in 2014.

 

2014 Compared to 2013

 

In 2014, we used Ps.363.5 million of net cash in our investing activities, compared to Ps.90.2 million of net cash used in 2013. The increase in investment activities in 2014 is primarily explained by the increase in payments for bank premises, equipment and miscellaneous assets to Ps.310.9 million in 2014 (including the acquisition of eight office units and forty parking spaces located at San Martin 344 for a probable future reallocation of our staff for a total of Ps.237 million), compared to Ps.85.6 million in 2013.

 

2013 Compared to 2012

 

In 2013, we used Ps.90.2 million of net cash in our investing activities, compared to Ps.61.2 million used in 2012. The increase in investment activities in 2013 is primarily explained by the increase in payments in bank premises and equipment and miscellaneous assets to Ps.85.6 million in 2013 from Ps.53.7 million in 2012.

 

Cash Flows from Financing Activities

 

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

 

In the nine months ended September 30, 2015, net cash provided by financing activities totaled Ps.407.4 million, compared to Ps.168.0 million during the same period in 2014. In the nine months ended September 30, 2015, funds used to make payments on our unsubordinated negotiable obligations totaled Ps.227.6 million compared to Ps.146.3 million that were provided by financing activities during the same period in 2014; we used Ps.45.0 million to make payments under subordinated negotiable obligations compared to Ps.35.2 million provided by financing activities during the same period in 2014;and funds provided by banks and international entities totaled Ps.248.0 million compared to Ps.65.3 million provided during the same period in 2014.

 

147
 

 

2014 Compared to 2013

 

In 2014, we used Ps.334.1 million of net cash in financing activities, compared to Ps.136.6 million of net cash provided by financing activities in 2013 and Ps.250.6 million used in 2012. In 2014, funds used to make payments on our unsubordinated negotiable obligations totaled Ps.70.7 million compared to Ps.192.4 million that were provided by financing activities in 2013; we used Ps.60.2 million to make payments under subordinated negotiable obligations compared to Ps.3.7 million provided by financing activities in 2013; we used Ps.102.1 million to make payments to banks and international entities compared to Ps.43.6 million used in 2013; and we used Ps.92.7 million to make payments on our hedging positions compared to Ps.7.3 million used in 2013.

 

2013 Compared to 2012

 

In 2013, financing activities provided Ps.136.6 million compared to Ps.250.6 million used in financing activities in 2012. In 2013, funds provided by unsubordinated negotiable obligations totaled Ps.192.4 million compared to Ps.1.6 million used to make payments on such obligations in 2012; funds provided by subordinated negotiable obligations totaled Ps.3.8 million compared to Ps.27.4 million used to make payments on such obligations in 2012; funds used to make payments to banks and international entities declined to Ps 43.6 million from Ps.183.2 million in 2012; funds used to pay dividends decreased to Ps.8.7 million from Ps.24.4 million; and other decreased from Ps.14.0 million used in 2012 to Ps.7.3 million used in 2013.

 

Funding

 

Deposits

 

Our major source of funding is the Bank’s significant deposit base comprised of checking and savings accounts and time deposits. The following table presents the composition of our consolidated deposits as of September 30, 2015 and December 31, 2014, 2013 and 2012:

 

As of
September 30,

As of
December 31,

 

2015

2014

2013

2012

  (in thousands of Pesos)
From the non financial public sector 933,669 1,441,506 1,018,547 701,964
% of deposits 4.5% 8.5% 7.9% 7.5%
From the financial sector 185,911 150,817 100,973 65,302
% of deposits 0.9% 0.9% 0.8% 0.7%
From the non financial private sector and foreign residents        
Checking accounts 2,961,249 2,622,055 2,034,593 1,602,976
% of deposits 14.3% 15.5% 15.9% 17.2%
Savings accounts 6,374,222 5,352,593 3,640,102 2,567,532
% of deposits 30.9% 31.7% 28.4% 27.6%
Time deposits 9,214,559 6,651,006 5,426,409 3,978,430
% of deposits 44.6% 39.4% 42.3% 42.8%
Investment accounts 298,261 75,750 144,100 40,655
% of deposits 1.4% 0.4% 1.1% 0.4%
Others 464,874 456,453 360,864 287,038
% of deposits 2.3% 2.7% 2.8% 3.1%
Interest and differences in exchange rates payable

218,702

142,550

93,590

57,808

  1.1% 0.8% 0.7% 0.6%
Total

20,651,447

16,892,730

12,819,178

9,301,705

 

 

Total deposits increased 22.3% in the nine months ended September 30, 2015 compared to December 31, 2014. The Bank’s deposits from the non-financial public sector decreased 35.2% compared to December 31, 2014, to represent 4.5% of our total deposits as of September 30, 2015. The Bank’s deposits from the private sector increased 27.7% in the nine months ended September 30, 2015, in line with the 28.5% increase in deposits from the private sector in the Argentine financial system as a whole compared to December 31, 2014. As of September 30, 2015, CCF had deposits of Ps.571.2 million.

 

148
 

 

Private sector deposits grew both in savings accounts and time deposits, which increased 19.1% and 38.5%, respectively, in the nine months ended September 30, 2015 compared to December 31, 2014. As of September 30, 2015, the Bank’s retail time deposits (of less than one million pesos) represented 60% of its time deposits, compared to an estimated 42% for the Argentine financial system as a whole.

 

Total deposits increased 31.8% in 2014. The Bank’s deposits from the non-financial public sector increased 41.5%, to represent 8.5% of our total deposits as of December 31, 2014. The Bank’s deposits from the private sector increased 30.8% in 2014, in line with the 31.3% increase in deposits from the private sector in the Argentine financial system as a whole. As of December 31, 2014, CCF had deposits of Ps.437.6 million.

 

Private sector deposits grew both in savings accounts and time deposits, which increased 47% and 22.6%, respectively, in 2014. As of December 31, 2014, the Bank’s retail time deposits (of less than one million pesos) represented 61.1% of its time deposits, compared to 47.5% for the Argentine financial system as a whole.

 

Total deposits increased 37.8% in 2013. The Bank’s deposits from the non-financial public sector increased 45.1%, to represent 7.9% of total deposits as of December 31, 2013. The Bank’s deposits from the private sector increased 37.1% in 2013, while deposits from the private sector in the Argentine financial system as a whole increased 27.2%. As of December 31, 2013, CCF had deposits of Ps.309.0 million.

 

Private sector deposits grew both in savings accounts and time deposits, which increased 41.8% and 36.4%, respectively, in 2013. As of December 31, 2013, the Bank’s retail time deposits (deposits of less than one million pesos) represented 59.0% of private sector time deposits, compared with a 44.5% the Argentine financial system as a whole.

 

Securitization Transactions

 

During the nine months ended September 30, 2015 and in the years ended December 31, 2014, 2013 and 2012, the Bank and CCF transferred loans to securitization trusts in an aggregate amount of Ps.1.4 billion, Ps.3.5 billion, Ps.2.3 billion and Ps.1.6 billion, respectively, and these trusts issued trust securities for an aggregate amount of Ps.1.4 billion, Ps.3.6 billion, Ps.2.4 million and Ps.1.6 billion, respectively. As a result of these securitizations, the Bank and CCF retained interests in the trusts through senior bonds, subordinated bonds and participation certificates in the amount of Ps.466.4 million, Ps.46.8 million and Ps.681.4 million as of September 30, 2015, and Ps.560.7 million, Ps.48.8 million and Ps.612.7 million as of December 31, 2014, Ps.303.5 million and Ps.129.8 million and Ps.237.1 million as of December 31, 2013 and Ps.575.0 million, Ps.215.0 million and Ps.585.9 million as of December 31, 2012, respectively. In the nine months ended September 30, 2015, our holdings in debt securities issued by the Bank and CCF’s financial trusts increased 170.9% from Ps.147.0 during the nine months ended September 30, 2014 to Ps.398.1 in the nine months ended September 30, 2015, primarily as a result of a higher amount of transferred loans to securitization trusts. In 2014, our holdings in debt securities issued by the Bank and CCF’s financial trusts increased 40.7% from Ps.433.3 million in 2013 to Ps.609.5 million in 2014, primarily as a result of a higher amount of transferred loans to securitization trusts.

 

Our holdings of participation certificates issued by trusts in Pesos are valued at their equity value estimated at the end of each fiscal year, following each trust’s audited financial statements. Our holdings of debt securities issued by trusts are valued based on principal plus accrued interest. Each trust records allowances for loan losses for the securitized loan portfolio in accordance with Central Bank regulations. Although historically we have not experienced losses on our participation certificates in, or subordinated debt securities issued by, financial trusts created to securitize loans, we cannot assure you that we will not incur such losses in the future.

 

Financings

 

Grupo Supervielle - Global Corporate Notes

 

Between January 1, 2012 and December 15, 2015, Grupo Supervielle issued the following series of notes:

 

149
 

 

Series  Date of issuance  Currency  Amount outstanding as of issuance date  Amount outstanding
as of December 15, 2015
  Rate  Maturity date
Series V   May 22, 2012    Pesos    84,800,000       Floating + 2.95% (BADLAR – Private Banks)  Bullet   November 22, 2013
Series VII   September 28, 2012    Pesos    65,000,000       Floating + 4.23% (BADLAR – Private Banks)  Bullet
March 28, 2014
Series IX   January 24, 2013    Pesos    90,000,000       Floating + 4.48% (BADLAR – Private Banks)  Bullet
July 24, 2014
Series X   May 7, 2013    Pesos    63,455,555       Floating + 3.50% (BADLAR – Private Banks)  Bullet
November 7, 2014
Series XI   November 5, 2013    Pesos    50,000,000       Floating + 4.08% (BADLAR – Private Banks)  Bullet
May 5, 2015
Series XII   January 31, 2014    Pesos    71,397,590       Floating + 4.70% (BADLAR –Private Banks)  Bullet
July 31, 2015
Series XIII   January 31, 2014    Pesos    23,100,000    23,100,000   Floating + 6.25% (BADLAR –Private Banks)  Bullet
January 31, 2019
Series XIV   May 13, 2014    Pesos    38,193,548       Floating + 3.85% (BADLAR – Private Banks)  Bullet
November 13, 2015
Series XV   May 13, 2014    Pesos    81,806,452    81,806,452   Floating + 4.65% (BADLAR – Private Banks)  Bullet
May 13, 2016
Series XVI   September 23, 2014    Pesos    81,250,000    81,250,000   Floating + 3.25% (BADLAR –Private Banks)  Bullet
March 23, 2016
Series XVII   January 23, 2015    Pesos    127,000,000    127,000,000   Fixed 28.5%  Bullet
January 23, 2016
Series XVIII   January 23, 2015    Pesos    23,000,000    23,000,000   Floating + 4.8% (BADLAR – Private Banks)  Bullet
July 23, 2016
Series XIX   May 20, 2015    Pesos    137,361,445    137,361,445   Mixed rate. Fixed rate of 28.5% the first 9 months and Floating + 4.50% (BADLAR – Private Banks) thereafter  Bullet
November 20, 2016
Series XX   July 28, 2015    Pesos    129,500,000    129,500,000   Mixed rate. Fixed rate of 27.5% the first 6 months and Floating + 4.50% (BADLAR – Private Banks) thereafter  Bullet
January 28, 2017

  

As of September 30, 2015, Ps.660.7 million was outstanding under the notes.

 

As of the date of this prospectus, Series VII, IX, X, XI, XII and XIV have matured and been repaid in full.

 

The proceeds from the placement of the notes are being used in accordance with Article 36 of the Law of Negotiable Obligations for the payment of financial liabilities and working capital needs in Argentina.

 

Bank –Peso-denominated Notes

 

On May 15, 2013, the Bank issued unsubordinated “Series II” notes in an aggregate principal amount of Ps.91.2 million at a floating rate of BADLAR – Private Banks plus 3.99% due November 2014. On November 17, 2014, the notes matured and were repaid in full.

 

On November 20, 2015, the Bank issued unsubordinated “Series V” notes in an aggregate principal amount of Ps.340.1 million at a floating rate of BADLAR – Private Banks plus 4.50% due May 2017.

 

Bank – Foreign currency-denominated Subordinated Notes

 

On November 11, 2010, the Bank issued 11.375% US$50 million “Series I” subordinated notes due November 11, 2017. Interest payments on the Series I notes are paid on May 11 and November 11 every year. These notes are governed by New York law. As of September 30, 2015 the Series I notes were recorded in the “Subordinated Negotiable Obligations” line item in an amount outstanding of Ps.485.1 million.

 

On August 20, 2013 the Bank issued 7.0% US$22.5 million “Series III” subordinated notes due August 20, 2020. Interest payments on the Series III notes are payable biannually and payments commenced on February 20, 2014. These notes are governed by Argentine law. As of September 30, 2015, the Series III notes were recorded in the “Subordinated Negotiable Obligations” line item in an amount outstanding of Ps.211.5 million.

 

On November 18, 2014 the Bank issued 7.0% US$13.4 million “Series IV” subordinated notes due November 18, 2021. Interest payments on the Series IV notes are payable biannually and payments commenced on May 18, 2015. These notes are governed by Argentine law. As of September 30, 2015, the Series IV notes were recorded in the “Subordinated Negotiable Obligations” line item in an amount outstanding of Ps.128.7 million.

 

150
 

 

Bank - Foreign Trade Programs

 

On April 25, 2007, the Bank entered into a trade facility with the International Finance Corporation (“IFC”) for a maximum amount of US$10 million, which entitles the Bank to request IFC guarantees to secure certain of its trade-related obligations and trade-related obligations of third parties, such as stand-by letters of credit. In May 2014 the amount under the facility was increased to US$20 million and in November 2015 it was increased again to US$ 30 million. As of September 30, 2015, the Bank’s obligations under this facility totaled US$13.4 million.

 

In addition, on May 27, 2009, the Bank entered into an Issuing Bank Agreement and a Confirming Bank Agreement with the Inter-American Development Bank, under the IDB’s Trade Finance Facilitation Program for a maximum amount of US$10 million. Pursuant to these agreements, the Bank may request IDB credit guarantees and confirm IDB credit guarantees received by third parties. In September 2012 the amount under the facility was increased to US$15 million The Bank’s aggregate current exposure under the facilities may not exceed US$15 million, which will be used to cover the risks inherent in the confirmation of letters of credit, promissory notes, bid performance bonds and other similar instruments used in foreign trade operations. As of September 30, 2015, no amount was outstanding under this facility.

 

These agreements are subject to compliance with certain obligations, including the preparation of reports at regular intervals and abiding by certain financial ratios related to solvency, credit risk, restricted assets, exposure to foreign currency and interest rate risk.

 

Bank – Valores de Corto Plazo (“VCP”) Notes

 

On November 21, 2011, the CNV approved the issuance of VCPs by the Bank under its Ps.200 million Global Program according to the following terms:

 

   Date of issuance  Currency  Amount outstanding as of issuance date  Amount outstanding
as of December 15, 2015
  Rate  Maturity date
Series II   April 12, 2012    Pesos    70,000,000       Floating + 2.70%   (BADLAR – Private Banks)  January 7, 2013
Series III   June 17, 2012    Pesos    48,250,000       Floating + 4.50%   (BADLAR – Private Banks)  April 13, 2013
Series IV   February 6, 2013    Pesos    17,143,000       Fixed 19.25%  November 6, 2013
Series V   February 6, 2013    Pesos    98,000,000       Floating + 4.25%   (BADLAR – Private Banks)  February 3, 2014
Series VII   May 13, 2013    Pesos    49,875,000       Floating + 3.99%   (BADLAR – Private Banks)  May 8, 2014

 

 

As of the date of this prospectus, all of the series above have been paid in full.

 

CCF – Notes

 

Between October 3, 2013 and October 6, 2015, CCF issued the following outstanding series of notes under its Ps.500 million Global Program:

 

   Date of issuance  Currency  Amount outstanding as of issuance date  Amount outstanding
as of December 15, 2015
  Rate  Maturity date
Series I   October 3, 2013    Pesos    16,888,888       Fixed 23.00%  June 30, 2014
Series II   October 3, 2013    Pesos    73,253,011       Floating + 4.99%   (BADLAR – Private Banks)  April 3, 2015
Series III   February 19, 2014    Pesos    31,500,000       Floating + 3.48%   (BADLAR – Private Banks)  November 18, 2014
Series IV   February 21, 2014    Pesos    53,888,888       Floating + 5%   (BADLAR – Private Banks)  August 21, 2015
Series V   August 15, 2014    Pesos    147,222,222    147,222,222   Floating + 3.75%   (BADLAR – Private Banks)  February 15, 2016
Series VI   May 14, 2015    Pesos    145,980,000    145,980,000   Fixed 29.00%  May 14, 2016
Series VII   May 14, 2015    Pesos    11,578,947    11,578,947   Floating + 5%   (BADLAR – Private Banks)  November 14, 2016
Series VIII   October 6, 2015    Pesos    54,000,000    54,000,000   Fixed 28.5%  July 6, 2016
Series IX   October 6, 2015    Pesos    88,750,000    88,750,000   Mixed. Fixed 27% and Floating + 5.95 (BADLAR – Private Banks)  April 6, 2017

 

As of the date of this prospectus, Series I, II, III and IV have been paid in full.

 

As of September 30, 2015, the amount outstanding in respect of the CCF notes was Ps.304.8 million.

 

151
 

 

CCF – Syndicated Loans

 

On September 21, 2012, CCF entered into a loan contract called “Syndicated Loan II” with the banks set forth in the table below for Ps.54 million bearing interest at a floating rate of BADLAR – Private Banks + 3.75 basis points. The loan was outstanding until June 30, 2014 and was paid in five installments, with a grace period of six months. Interest payments were made quarterly. Banco Santander Río S.A. was administrative agent under this loan.

 

Bank  Share of Syndicated Loan
(pesos)
Banco Santander Río S.A.    15,000,000 
Banco Ciudad de Buenos Aires    15,000,000 
HSBC Bank Argentina S.A.    10,000,000 
Banco de La Pampa S.E.M.    5,000,000 
Banco de Servicios y Transacciones S.A.    5,000,000 
Banco de San Juan S.A.    4,000,000 

  

On June 19, 2013, CCF entered into a loan contract called “Syndicated Loan III” with the banks set forth in the table below for Ps.90 million bearing interest at a floating rate of BADLAR – Private Banks + 5 basis points. The loan was outstanding until December 19, 2014. Interest payments were made quarterly. Galicia y Buenos Aires S.A. was administrative agent under this loan.

 

Bank  Share of Syndicated Loan
(pesos)
Banco de Galicia y Buenos Aires S.A.    25,000,000 
Banco Ciudad de Buenos Aires    25,000,000 
Banco de San Juan S.A.    15,000,000 
BACS.    5,000,000 
Banco Macro S.A.    20,000,000 

 

On June 22, 2015, CCF entered into a loan contract called “Syndicated Loan IV” with the banks set forth in the table below for Ps.110.0 million bearing interest at a floating rate of BADLAR – Private Banks + 5.5 basis points. The loan will be payable in 12 installments until December 12, 2016, with a grace period of 6 months. Interest payments are made monthly. Banco de Servicios y Transacciones S.A. is administrative agent under this loan.

 

Bank  Share of Syndicated Loan
(pesos)
Banco de Servicios y Transacciones S.A.    22,500,000 
Banco Ciudad de Buenos Aires    30,000,000 
BACS Banco de Crédito y Securitización S.A.    20,000,000 
Banco Mariva S.A.    15,000,000 
Banco Industrial S.A.    10,000,000 
Banco Sáenz    7,500,000 
Banco Meridian S.A.    5,000,000 

  

152
 

 

Cordial Microfinanzas – Financings and Loans –FMO and the Fondo de Capital Social (“FONCAP”)

 

On December 20, 2007, Cordial Microfinanzas and Grupo Supervielle as co-borrower entered into a financing agreement with Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO). In February 2008, Cordial Microfinanzas received US$3.0 million in Pesos over six biannual and consecutive installments. The loan bears interest at BADLAR – Private Banks plus 4.0%. On March 29, 2011, we signed an addendum with FMO pursuant to which the loan amortization term was extended two years, extending the loan’s maturity to April 15, 2013.

 

On October 2, 2012, Cordial Microfinanzas entered into a financing agreement with FONCAP S.A. for a total amount of Ps.2.0 million in Pesos payable in ten equal, quarterly and consecutive installments. The first maturity date was on July 17, 2014.

 

As of September 30, 2015, the amount outstanding under the lines of credit taken out by Cordial Microfinanzas, including accrued interest, were Ps.1.5 million under the line of credit with FMO and Ps.10.6 million under the line of credit with FONCAP.

 

On July 1, 2015, Cordial Microfinanzas entered into an agreement with FIS to assume the following liabilities: (i) Ps.9.5 million pursuant to an agreement with FONCAP dated July 14, 2015 and (ii) Ps.2.9 million denominated in U.S. dollars and payable in Pesos pursuant to an agreement with Oikocredit, Ecumenical Development Cooperative Society U.A. On July 14, 2015, Cordial Microfinanzas also entered into a new line of credit for Ps.2.0 million with FONCAP.

 

Consolidated Capital

 

The table below shows information on our shareholders’ equity as of the dates indicated.

 

   Nine-month Period ended
September 30,
  Year ended
December 31,
   2015  2014  2013  2012
   (in thousands of Pesos, except percentages)
Shareholders’ equity    2,013,584    1,706,986    1,352,408    988,090 
Average shareholders’ equity(1)    2,008,322    1,601,589    1,212,654    859,612 
Shareholders’ equity as a percentage of total assets    7.2%   7.3%   7.8%   7.8%
Average shareholders’ equity as a percentage of average total assets    7.8%   8.0%   8.3%   7.7%
Total liabilities as a multiple of total shareholders’ equity    12.9x   12.6x   11.9x   11.8x
Tangible shareholders’ equity(2) as a percentage of Total Tangible Assets    6.4%   6.5%   6.7%   6.4%

  


(1)Calculated on a daily basis.

(2)Tangible shareholders’ equity represents shareholders’ equity minus intangible assets.

  

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The table below shows information on the Bank and CCF’s consolidated computable regulatory capital, and minimum capital requirements as of the dates indicated.

 

   As of
September 30,
  As of
December 31,
Total Capital  2015  2014  2013  2012
Tier 1 Capital            
Paid in share capital common stock    456,140    456,140    456,140    356,140 
Share premiums    8,064    8,064    8,064    8,064 
Disclosed reserves and retained earnings    1,630,958    1,117,001    722,752    458,840 
Non-controlling interests    14,055    11,250    10,492    8,733 
Sub-Total: Gross Tier I Capital    2,109,217    1,592,455    1,197,448    831,777 
Tier 2 Capital                    
General provisions/general loan-loss reserves 50%    204,534    160,071    123,510    41,203 
Subordinated term debt    352,669    372,026    320,530    156,616 
100% of results    156,683    368,648    273,561    262,281 
50% of positive results    101,107    72,655    60,342    50,816 
Sub-Total: Tier 2 Capital    814,993    973,400    777,943    510,916 
Deduct:                    
All Intangibles    223,152    215,275    197,732    192,871 
Pending items    18,081    12,526    4,715    17,911 
Other deductions    15,112    728    678     
Total Deductions    256,345    228,529    203,125    210,782 
Total Capital    2,667,865    2,337,326    1,772,266    1,131,911 
Credit Risk weighted assets(1)    22,684,663    18,310,384    13,762,992    8,847,150 
Risk weighted assets(2)    31,300,286    26,324,038    19,740,600    N/A 
Tier 1 Capital / Credit risk weighted assets    9.3%   8.7%   8.7%   9.4%
Regulatory Capital / Credit risk weighted assets    11.8%   12.8%   12.9%   12.8%
Regulatory Capital / Risk weighted assets    8.5%   8.9%   9.0%   N/A 


(1)Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.

(2)Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.

 

Capital Expenditures

 

In the course of our business, our capital expenditures are mainly related to infrastructure and organizational and IT system development. In general terms, our capital expenditures are not significant when compared to our total assets.

 

We expect that capital expenditures in 2015 and 2016 will be related to infrastructure, IT systems development and properties. We anticipate to fund such capital expenditures with cash flow from operating activities.

 

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Contractual Obligations

 

The table below identifies the principal amounts of our main on-balance sheet contractual obligations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due, as of September 30, 2015.

 

   Amounts due by period(1)
   Maturity  Annual
Interest Rate
  Less than
1 year
  1 - 3
years
  3 - 5
years
  After
5 years
  Total at
September 30, 2015
   (in thousands of Pesos)
Deposits            20,648,834    2,613            20,651,447 
Central Bank            2,619                2,619 
International banks and institutions            194,416                194,416 
Short Term Financial Loans (US$)    2015       192,928                192,928 
Short Term Financial Loans (US$) FMO    2015   Badlar + 4%   1,488                1,488 
                                  
Financing received from Argentine
financial institutions
           483,987    104,121    1,709        589,817 
Short Term Financial Loans (Pesos)    2015       9,000                9,000 
Medium Term Financial Loans (Pesos)    2015   23% - 35%   137,557    65,522            203,079 
Long Term Financial Loans (Pesos)    2015-2020   13%-26.58%   18,367    30,524    1,709         50,600 
Call Operations    2015   24.00%-33.00%   180,300                180,300 
Overdraft    2015   Vs   133,075                  133,075 
FONCAP (Pesos)    2017   Badlar + 5%   4,525    6,080            10,605 
OIKOCREDIT    2018   Badlar + 3.5%   1,163    1,995            3,158 
Unsubordinated corporate bonds            665,089    300,414            965,503 
Negotiable Obligation (Pesos)    2016   BADLAR + 375 bps   147,229                147,229 
Negotiable Obligation (Pesos)    2016   29%   145,980                145,980 
Negotiable Obligation (Pesos)    2016   BADLAR + 5 bps       11,572            11,572 
Class XIII (Pesos)    2019   BADLAR + 6.25%   862    22,605            23,467 
Class XIV (Pesos)    2015   BADLAR + 3.85%   39,427                39,427 
Class XV (Pesos)    2016   BADLAR + 4.65%   84,398                84,398 
Class XVI (Pesos)    2016   BADLAR + 3.25%   81,384                81,384 
Class XVII (Pesos)    2016   Fixed 28.5%   133,754                133,754 
Class XVIII (Pesos)    2016   BADLAR + 4.8%   23,657                23,657 
Class XIX (Pesos)    2016   Mixed: Fixed 28.5% until the ninth month and BADLAR + 4.5%   3,499    137,215            140,714 
Class XX (Pesos)    2017   Mixed: Fixed 27.5% until the sixth month and BADLAR + 4.5%   4,899    129,022            133,921 
Subordinated loan            25,844        799,449        825,293 
Negotiable Obligation (US$)            25,844        799,449        825,293 
Others            1,348,115                1,348,115 
Total contractual cash obligations            23,368,903    407,148    801,158        24,577,209 

  


(1)Reflects penalties payable to the Central Bank in connection with the Bank’s clients’ bounced checks.

 

Off-balance Sheet Contractual Obligations

 

Our off-balance sheet risk mainly arises from the Bank’s activities.

 

In the normal course of its business, the Bank is a party to financial instruments with off-balance sheet risk which are entered into in order to meet the financing needs of its customers. These instruments expose us to credit risk in addition to the amounts recognized on our consolidated balance sheets. These financial instruments include stand-by letters of credit and guarantees granted.

 

We also have off-balance sheet commercial commitments arising from our lease agreements for our administrative buildings and offices (including our headquarters), branches, senior citizen service centers, sales and collection centers and storage properties.

 

155
 

 

Stand-by Letters of Credit and Guarantees Granted

 

Stand-by letters of credit and guarantees granted are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Guarantees granted are surety guarantees in connection with transactions between two parties.

 

We use the same credit policies in issuing stand-by letters of credit and making guarantees as we do for granting loans. In the opinion of our management, our outstanding commitments do not represent unusual credit risk.

 

The contractual amount of these instruments represents the maximum possible credit risk should the counterparty draw down the commitment or we fulfill our obligation under the guarantee, and the counterparty subsequently fails to perform according to the terms of the contract. Most of these commitments and guarantees expire without the counterparty drawing on the credit line or a default occurring or without being drawn. As a result, the total contractual amount of these instruments does not represent our future credit exposure or funding requirements. Further, certain commitments, primarily related to consumer financing are cancelable, upon notice, at our option.

 

The following table sets forth the maximum potential amount of future payments under stand-by letters of credit and financial guarantees.

 

    Amounts Due by Period
    Less than
1 Year
  1-3
Years
  3-5
Years
  After 5
Years
  Total at September 30, 2015
    (in thousands of Pesos)
                     
Guarantees     199,943       54,590       28,200       193,810       476,543  
Stand-by letters of credit     66,821                   402       67,223  
Total Off Balance Sheet     266,764       54,590       28,200       194,212       543,766  

  

Commitments under Lease Agreements

 

Our commitments under our lease agreements are mainly rental payments. We can terminate lease agreements at any time at low or no cost at our option.

 

The following table sets forth the maximum potential amount of future payments under our lease agreements.

 

    Amounts Due by Period
    Less than
1 Year
  1-3
Years
  3-5
Years
  After 5
Years
  Total At September 30, 2015
    (in thousands of Pesos)
Lease commitments   157,109     288,001       171,156       8,243       624,509  
Total commercial commitments   157,109     288,001       171,156       8,243       624,509  

  

Market Risk

 

Market risk is the risk of loss arising from fluctuations in financial markets variables, such as interest rates, foreign exchange rates and other rates or prices. This risk is a consequence of lending, trading and investments businesses and mainly consists of interest rate risk and foreign exchange risk.

 

Policies regarding market risk are applied at the level of our subsidiaries. Our market risk arises mainly from the operations of the Bank in its capacity as a financial intermediary. Our other subsidiaries are also subject to market risk. However, this risk is not significant and it is therefore not discussed below.

 

The Risk Management Committee is responsible for approving and amending the Bank’s market risk policies.

 

156
 

 

The Risk Management Committee uses a risk map to explain, in detail, the trades that the money desk is authorized to close and identifies the officers authorized to close those transactions. The risk map also describes the maximum terms for transactions, maximum amounts for the position in each product and the maximum amount of losses accepted (“stop loss”), and the credit risk limits with all financial counterparties, and it is structured in a manner that establishes different investment amounts tied to the Bank’s organizational chart, where the Treasury Manager has the highest authorized amount.

 

The Bank’s operations area ensures that each product’s back office conducts a daily control over compliance with the limits established in the risk map. In the event that an exception is needed, the back office must apply for authorization from the CEO while maintaining the global financial risk committee informed of all developments.

 

In addition, the Risk Management Committee authorizes risk levels in terms of interest rate, foreign exchange rate, inflation and term imbalance risks. The Assets and Liabilities Committee is responsible for monitoring compliance with the Bank’s market risk policies every two weeks.

 

In the course of its monthly meetings, the Bank’s Board of Directors is advised of the full range of resolutions adopted by the assets and liabilities committee, including: liquidity risk, market risk, foreign currency risk and interest rate risk management.

 

The Bank evaluates, upgrades and improves market risk measurements and controls on a daily basis. In order to measure significant market risks (whether they arise in trading or non-trading portfolios), the Bank uses the value at risk methodology, or “VaR”. This methodology is based on statistical methods that take into account many variables that may cause a change in the value of its portfolios, including interest rates, foreign exchange rates, securities prices, volatility and any correlation among them. VaR is an estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. It expresses the maximum amount of loss expected (given a confidence interval) over a specified time period, or “time horizon,” if that portfolio were held unchanged over that time period.

 

All VaR models, while forward-looking, are based on past events and are dependent upon the quality of available market data. The quality of the Bank’s VaR models is therefore continuously monitored. As calculated, VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a five-day time horizon at a one-tailed 99% confidence interval. The Bank assumes a five-day holding period and adverse market movements of 2.32 standard deviations as the standard for risk measurement and comparison.

 

The following table shows the five-day 99% confidence VaR for our combined trading portfolios in 2014, 2013 and 2012 (in thousands of Pesos):

 

    2014   2013   2012
Minimum       18,036       4,413       3,842  
Maximum       90,196       32,704       26,326  
Average       44,678       12,797       11,822  
As of December 31,       51,073       32,704       3,884  
                             

The following table shows the five-day 99% confidence VaR for our combined trading portfolios during the nine-month period ended September 30, 2015 (in thousands of Pesos):

 

Minimum     37,985 
Maximum     59,350 
Average     47,584 
As of September 30,     53,771 
        

In order to take advantage of good trading opportunities, the Bank has sometimes increased risk; however, during periods of uncertainty, the Bank has also reduced it.

 

157
 

 

Interest Rate Risk

 

Central Bank Communication “A” 5580 did not impact our minimum capital requirements for interest rate risk and other related measures. Notwithstanding this fact, the Superintendency will continue to review such risks and may determine that there is a need for additional regulatory capital. See “Argentine Banking Regulation—Liquidity and Solvency Requirements—Limitations.”

 

We define Interest Rate Risk as the risk relating to changes in the entity’s financial income and economic value as a result of fluctuations in the market’s interest rates. The following are known factors that contribute to this risk:

 

Differences in maturity and adjustment dates of assets, liabilities and off-balance sheet holdings;

Foreseeability, evolution and volatility with respect to local interest rates, foreign interest rates and CET;

The base risk arising out of an imperfect correlation when adjusting asset and liability rates for instruments with similar revaluation characteristics.

Implicit options for particular assets, liabilities and off-balance sheet commitments held by the entity.

 

The Bank and CCF employ a prudent interest rate risk strategy allowing them to uphold their commitments and maintain desired levels of revenue and capital, both in normal and adverse market conditions.

 

Interest Rate Risk Management Model

 

The Bank and CCF include interest rate gaps in their interest rate risk management model. This approach analyzes mismatches between asset and liability interest rates between reevaluation periods with respect to balance sheet and off-balance sheet line-items. The result is a basic representation of the balance sheet structure that allows for the detection of interest rate risk concentrations within the different periods. This is also used to estimate the potential impact of interest rates falling outside of the financial margin (NIM-EaR method) and the entity’s economic value (MVE-VaR method).

 

Every balance sheet and off-balance sheet line-item is classified according to its maturity. For asset/liability management accounts without maturity, an internal method of analysis is used to determine possible maturity and sensitivity.

 

The Asset and Liability Management Committee monitors interest rate risk management and each financial management team is in charge of executing it. The Risk Management team and Financial Planning team are in charge of monitoring compliance, enforcing risk management strategies and issuing periodic reports.

 

Interest Rate Risk Capital Requirement

 

The Bank and CCF evaluate their minimum capital requirements relating to interest rate risk through the MVE-EaR model, using a holding period of three months and a 99% confidence interval. This quantitative model factors in the economic capital required for our securitization risk. The following chart shows the three-month 99% confidence interest rate risk VaR for our combined trading portfolios for 2014, 2013 and 2012 (in thousands of Pesos):

 

    2014   2013   2012
Minimum       133,616       55,791       59,052  
Maximum       186,101       122,293       77,179  
Average       156,459       95,083       70,611  
As of December 31,       174,707       119,786       81,280  
                             

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The following chart shows the nine-month 99% confidence interest rate risk VaR for our combined trading portfolios during the nine-month period ended September 30, 2015 (in thousands of Pesos):

 

Minimum     160,590 
Maximum     221,237 
Average     193,687 
As of September 30,     221,237 
        

The Bank and CCF’s consolidated gap position refers to the mismatch of interest-earning assets and interest-bearing liabilities.

 

The following tables show the Bank and CCF’s consolidated exposure to a positive interest rate gap, excluding CER adjusted securities:

 

    Remaining Maturity at September 30, 2015
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total
    (in thousands of Pesos, except percentages)
Interest-earning assets                    
Investment Portfolio(1)     963,923       1,347,374       360       2,623       2,314,280  
Loans to the non-financial public sector (2)     5,154       2,800                   7,953  
Loans to the private and financial sector (2)     14,734,945       3,861,486       6,448             18,602,880  
Other assets     21,194       46,960       62,092             130,246  
Receivables from financial leases     319,421       662,833       738             982,992  
Total interest-earning assets     16,044,636       5,921,453       69,639       2,623       22,038,351  
                                         
Interest-bearing liabilities                                        
Savings     5,765,584                         5,765,584  
Time deposits     9,705,158       2,499                   9,707,657  
Investment accounts     328,261                         328,261  
Subordinated notes     293,202       684,902       126,126             1,104,230  
Liabilities with Argentine financial institutions     460,427       32,233                   492,660  
Liabilities with international banks and institutions     192,928                         192,928  
Total interest-bearing liabilities     16,745,560       719,634       126,126             17,591,320  
Asset/liability gap     (700,924 )     5,201,819       (56,487 )     2,623       4,447,031  
Cumulative asset/liability gap     (700,924 )     4,500,895       4,444,408       4,447,031          
Cumulative sensitivity gap as a percentage of total interest-earning assets     (3.18 )%     20.42 %     20.17 %     20.18 %        

  


(1)Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

 

The following two tables detail the Bank’s consolidated exposure to an interest rate gap, including CER adjusted securities, which may differ from ordinary interest rate securities behavior. Although the Bank maintains a positive gap in CER adjusted securities with maturities over one year, it is not significant.

 

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The table below shows the Bank’s consolidated exposure to an interest rate gap, in Pesos:

 

    Remaining Maturity at September 30, 2015
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total
    (in thousands of Pesos, except percentages)
Interest-earning assets in national currency                    
Investment Portfolio(1)     955,804       961,594             257       1,917,655  
Loans to the non-financial public sector (2)     5,154       2,800                   7,953  
Loans to the private and financial sector (2)     13,968,796       3,839,872       6,448             17,815,117  
Other assets     41                         41  
Receivables from financial leases     316,171       662,833       738             979,742  
Total interest-earning assets     15,245,966       5,467,099       7,187       257       20,720,508  
                                         
Interest-bearing liabilities in national currency                                        
Savings     5,461,628                         5,461,628  
Time deposits     9,373,680       1,086                   9,374,766  
Investment accounts     328,261                         328,261  
Subordinated notes     293,202       11,579                   304,781  
Liabilities with Argentine financial institutions     460,427       32,233                   492,660  
Liabilities with international banks and institutions                              
Total interest-bearing liabilities     15,917,198       44,898                   15,962,096  
Asset/liability gap     (671,232 )     5,422,201       7,187       257       4,758,412  
Cumulative asset/liability gap     (671,232 )     4,750,969       4,758,155       4,758,412          
Cumulative sensitivity gap as a percentage of total interest-earning assets     (3.24 )%     22.93 %     22.96 %     22.96 %        

  


(1)Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

 

The table below shows the Bank’s consolidated exposure to an interest rate gap in foreign currency:

 

    Remaining Maturity at September 30, 2015
    0-1 Year   1-5 Years   5-10 Years   Over 10 Years   Total
    (in thousands of Pesos, except percentages)
Interest-earning assets in foreign currency                    
Investment Portfolio(1)     8,119       385,780       360       2,366       396,625  
Loans to the private and financial sector(2)     766,149       21,614                   787,763  
Other assets     21,153       46,960       62,092             130,205  
Receivables from financial leases     3,250                         3,250  
Total interest-earning assets     798,670       454,354       62,452       2,366       1,317,842  
                                         
Interest-bearing liabilities in foreign currency                                        
Savings     303,957                         303,957  
Time deposits     331,478       1,413                   332,891  
Subordinated notes           673,323       126,126             799,449  
Liabilities with Argentine financial institutions                              
Liabilities with international banks and institutions     192,928                         192,928  
Total interest-bearing liabilities     828,363       674,736       126,126             1,629,225  
Asset/liability gap     (29,693 )     (220,382 )     (63,674 )     2,366       (311,383 )
Cumulative asset/liability gap     (29,693 )     (250,075 )     (313,749 )     (311,383 )        
Cumulative sensitivity gap as a percentage of total interest-earning assets     (2.25 )%     (18.98 )%     (23.81 )%     (23.63 )%        

  


(1)Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

 

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Foreign Currency Risk

 

The Risk Management Committee is responsible for deciding the net position in foreign currency to be maintained at all times according to market conditions and monitoring it regularly.

 

Policies regarding foreign currency risk are applied at the level of our subsidiaries. Our foreign currency risk arises mainly from the operations of the Bank in its capacity as a financial intermediary. Our other subsidiaries are also subject to foreign currency risk. However, this risk is not significant and it is therefore not discussed below.

 

Since May 2003, the fluctuation of the U.S. dollar has been included as a risk factor for the calculation of the market risk requirement, considering all assets and liabilities in U.S. dollars. As of September 30, 2015, the Bank’s consolidated total net asset foreign currency position subject to foreign currency risk was Ps.438.9 million, and this position generated a value at risk of Ps.16.0 million as of such date. As of December 31, 2014, the Bank’s consolidated total net asset foreign currency position subject to foreign currency risk was Ps.318.0 million, and this position generated a value at risk of Ps.13.8 million as of such date.

 

Liquidity Risk

 

Policies regarding liquidity risk are applied at the level of our subsidiaries. Our liquidity risk arises mainly from the operations of the Bank and CCF. Our other subsidiaries are also subject to liquidity risk, which is not significant.

 

The Bank and CCF define liquidity risk as the risk of having to pay additional financial costs due to an unexpected need for liquidity. This risk arises out of the differences in amounts and maturity of the assets and liabilities held by the Bank. There are two types of Liquidity Risk:

 

Funding Liquidity Risk, which results from the inability to obtain funds at market price that are needed to ensure liquidity, mainly due to the market’s perception of the Bank and CCF.

Market Liquidity Risk, which occurs when the Bank or CCF cannot trade its position in one or several assets at market price, which is caused by two factors:

othe assets are not sufficiently liquid and cannot be traded in the secondary market; and

ochanges in the market where the assets are traded.

 

To manage liquidity risk, the Bank and CCF focus on their sources of liquidity. The Bank relies on certain financial products that can provide a quick source of liquidity in extreme situations of illiquidity. To this effect, the Bank considers factoring positions with a maturity of less than 90 days among its principal liquidity indicators and continuously monitors its factoring positions. The Bank also uses these indicators to determine its liquidity risk policy.

 

Following the same prudent risk strategy, the Bank and CCF prioritize the securitization of assets with a maturity of over 180 days, which reflects the Bank’s and CCF’s policy to minimize maturity mismatches.

 

In addition, the Bank and CCF rely on a system of indicators that allows them to detect and take steps to prevent potential liquidity risks. The Bank’s and CCF’s system of indicators and risk limits are established by the Risk Management team and approved by the Board of Directors. These indicators are constantly monitored by the Risk Management Committee.

 

The Risk Management Committee coordinates and supervises the identification, measuring and monitoring of liquidity risk. The Assets and Liabilities Committee develops the strategies that allow for adequate liquidity risk management. The Assets and Liabilities Committee relies on several different departments within the Bank to develop and enforce these strategies, from issuing reports and risk management proposals to monitoring compliance with the established limits.

 

In addition, the Bank must comply with the liquidity coverage ratio established by the Central Bank, under a stress test scenario with a 30 day horizon.

 

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Operational Risk

 

We define operational risk as the risk of loss resulting from inadequate or failed internal processes due to personnel, systems or external events. The definition includes legal risk but excludes strategic and reputational risk. Legal risk can result from internal or external events and includes exposure to sanctions, penalties or other economic consequences that arise out of non-compliance with contractual or regulatory obligations.

 

We believe that we are pioneers in the design of operational risk management frameworks in Argentina, placing emphasis on risk identification, risk management policies and our organizational model. We have tailored our framework to the requirements established by the Central Bank, the Basel accords and international best practices. The Bank’s operational risk management processes are overseen by a process owner, who is assisted by a network of correspondents, and every branch and service center has a delegate in charge of monitoring risk. The correspondents and delegates report to the Operational Risk Department, ensuring that the Bank’s entire network is working together to monitor operational risk.

 

Operational Risk Measuring Models

 

The risk management process is based on complying with several stages designed to evaluate the Bank’s vulnerability to operational risk events, minimizing operational risk. This method allows the Bank to achieve a better understanding of its operational risk profile and adopt the necessary measures to address any vulnerability. The stages are divided into:

 

Identification of operational risk by implementing a self-assessment risk control model, which applies to each of the Bank’s processes.

 

Measurement and evaluation of operational risk by establishing risk levels, testing the effectiveness of control mechanisms and determining residual risk for each of the Bank’s processes.

 

Mitigation, resulting from the application of plans of action and strategies designed to maintain risks within the levels established by the Board of Directors.

 

Monitoring to quickly detect and address deficiencies in the policies, processes and procedures for managing operational risk, and to ensure constant improvement.

 

Documenting the incidents and losses from operational risk by establishing a database that allows for a comparison of the frequency and impact of operational risk events with the risk control self-assessment model.

 

The Bank and CCF both have an Operational Risk Committee that is in charge of the enforcement of the operational risk policies and monitors the operational risks and operational risk events affecting each entity. In addition, the Operational Risk Committee issues reports to each entity’s high management and Risk Management Committee, and the Board of Directors.

 

The Bank and CCF internally evaluate their minimum capital requirements regarding operational risk through a model that calculates (i) expected losses, (ii) VaR (at a 99% confidence interval) and (iii) the minimum capital required to cover unexpected losses. The holding period used is one year.

 

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BUSINESS

 

Overview

 

We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina’s most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.4% of our total assets and, has a history of strong growth and robust profitability, ROAE of 28.3% on average for the 2010-2014 period, compared to an average of 27.6% for private banks in Argentina for the same period according to the Central Bank. As of September 30, 2015, we served over two million customers, and our assets totaled Ps.28.1 billion (approximately US$3.0 billion), in addition to Ps.4.9 billion (approximately US$510 million) of assets managed by SAM. As of September 30, 2015, the Bank and CCF accounted for 89.4% and 8.0% of our total assets, respectively.

 

As of December 31, 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

 

Personal loans: a 5.0% market share;

 

Active Mastercard credit cards: a 9.1% market share;

 

Leasing: a 6.3% market share , and a market share greater than 10% when taking into account our securitized leasing portfolio;

 

Factoring: a 9.8% market share;

 

Deposits among private banks in the Mendoza and San Luis regions: a 19.5% and 57.3% market share, respectively; and

 

Total loans among private banks in the Mendoza and San Luis regions: a 15.9% and 39.5% market share, respectively.

 

In the nine-month period ended September 30, 2015,

 

The Bank originated 30.9% of all bank asset securitizations in the Argentine market;

 

We originated 8.0% of all asset securitizations in the Argentine market; and

 

We managed 13.2% of all social security payments to senior citizens in Argentina.

 

In the year ended December 31, 2014,

 

The Bank originated 45.1% of all bank asset securitizations in the Argentine market;

 

We originated 16.2% of all asset securitizations in the Argentine market; and

 

We managed 12.9% of all social security payments to senior citizens in Argentina.

 

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We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, SMEs and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 326 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 67 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 492 ATMs and 158 self-service terminals.

 

Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Walmart Argentina customers at each of Walmart Argentina’s 108 supermarkets located in 21 provinces.

 

As of September 30, 2015, on a consolidated basis, we had:

 

over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,331 small businesses and 4,442 SMEs and large-sized companies;

 

Ps.28.1 billion in total assets;

 

Ps.18.4 billion in loans to the private sector and Ps.984 million in financial leases;

 

Ps.1.2 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.2.5 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.20.7 billion in deposits, including Ps.19.5 billion from the private sector, Ps.0.2 million from the financial sector and Ps.0.9 billion from the non-financial public sector;

 

Ps.2.0 billion in shareholders’ equity; and

 

4,714 employees.

 

As of December 31, 2014, on a consolidated basis, we had:

 

approximately two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies;

 

Ps.23.2 billion in total assets;

 

Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases;

 

Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which hold Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions;

 

Ps.16.9 billion in deposits, including Ps.15.3 billion from the private sector and Ps.1.4 billion from the non-financial public sector;

 

Ps.1.7 billion in shareholders’ equity; and

 

4,579 employees.

 

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We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

 

Between 2010 and 2014 the Bank’s loan portfolio grew at a CAGR of 32.9%, as compared to 29.5% for private banks in Argentina. The Bank’s ROAE was 22.7%, 28.5%, 35.2%, 27.7% and 27.3% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, compared to an average ROAE of 24.5%, 25.6%, 26.4%, 29.1% and 32.1% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.7%, 12.5%, 15.1%, 15.0% and 16.7% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively, which compares favorably to averages for private banks in Argentina of 11.6%, 10.6%, 12.3%, 12.5% and 14.2% for the fiscal years ended December 31, 2010, 2011, 2012, 2013 and 2014, respectively. As of December 31, 2014, the Bank accounted for 3.4% of all loans held by private banks in Argentina and 3.2% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2010.

 

Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

 

Segments

 

We conduct our operations through the following segments:

 

Retail Banking

 

Corporate Banking

 

Treasury

 

Consumer Finance

 

Insurance

 

Asset Management & Other Services

 

Products and Services

 

We offer our products and services in Argentina’s main regions and cities through our main operating subsidiaries, which include:

 

Banco Supervielle S.A., a universal commercial banking institution,

 

Cordial Compañía Financiera S.A., a consumer financing company,

 

Tarjeta Automática S.A., a private label credit card company,

 

Cordial Microfinanzas S.A., a company that specializes in microfinance,

 

Supervielle Seguros S.A., an insurance company,

 

Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company, and

 

Espacio Cordial Servicios S.A., a retail company selling non-financial products and services.

 

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Our Competitive Strengths

 

We have achieved a strong competitive position in our core products (personal loans, factoring, leasing and social security payments to senior citizens).

 

We have developed a leading position in the Argentine market in a number of attractive products to different customer segments. We are leaders in the Argentine market in the following areas:

 

Retail Customers. We maintain leading positions in attractive retail banking and consumer finance segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of September 30, 2015, we had approximately 2.1 million retail customers, accounting for Ps.13.4 billion (approximately US$1.4 billion) in deposits. As of December 31, 2014, the Bank and CCF’s loans to retail customers represented 5.0% of the Argentine private banks market for personal loans, which ranked fifth out of 53 private banks in Argentina. In 2014, the Bank managed 12.9% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis), ranking first among Argentine private banks. Additionally, we are the largest private issuer of MasterCard credit cards and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract recently extended through August 2020, renewable at expiration.

 

Corporate Customers. We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and large-sized companies. As of December 31, 2014, we had a 6.3% market share in leasing and a 9.8% market share in factoring in the Argentine private banks market, which ranked eighth and fourth, respectively, out of 53. according to our estimates based on Central Bank information. In 2014, our leasing market share was greater than 10% when taking into account the securitized leasing portfolio.

 

Capital Markets. We maintain a leading position in the Argentine securitization market, which we have developed as part of the Bank’s funding strategy. In the nine-month period ended September 30, 2015, we had a 30.9% share in bank asset securitization and a 8.0% share in the overall Argentine asset securitization market according to our own estimates based on Central Bank and CNV information. In the nine-month period ended September 30, 2015, we had Ps.1.9 billion (approximately US$215 million) in securitization and bond issuances for our subsidiaries, and Ps.0.4 billion (approximately US$45.3 million) in securitization for third parties.

 

Access to multiple customer segments through differentiated brands and channels positions us to capture future growth in the Argentine financial system. We target a broad spectrum of socioeconomic segments and companies of varying sizes using a multi-brand model to offer a wide range of financial services. The Bank offers customized financial products and services to corporate clients, as well as to high net worth and middle-income individuals and to middle and lower-middle-income senior citizens. CCF and Tarjeta focus their products and services on the middle and lower-middle-income segments of the urban population. Through Cordial Microfinanzas, we are the main private financial group in Argentina to offer microfinance services, targeting micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or maintenance purposes. Our multi-brand model allows us to access segments of the population that are underserved and we believe offer growth opportunities.

 

We consistently seek to leverage the strong cross-selling potential of our multi-brand and multi-channel business model and our stable pool of over two million customers. Through our multi-brand and multi-channel approach, we are able to cross-sell and create synergies across our segments. Bancassurance specifically allows us to cross-sell value added insurance products in compliance with the regulations of the National Superintendency of Insurance and of the Central Bank, as applicable. Additionally, our 128 consumer finance points of sale offer an attractive platform for cross-selling certain credit cards and loans. We cross-sell non-financial services and products such as insurance products and plans, tourism packages, health insurance and health services, electric appliances and furniture, and alarm systems through Espacio Cordial and our senior citizen service centers.

 

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We believe our investment in developing a strategic national footprint positions us to capture strong growth and benefit from economies of scale. We have a focused presence in Argentina’s major regions and cities where the GDP per-capita is above US$12,000, through 326 access points, including branches, senior citizen service centers and sales and collection centers, 492 ATMs, 158 self-service terminals, our call center and home banking and mobile services. The Bank has an important presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area (where approximately 15.6 million or 39% of Argentina’s population resides), through 57 branches and 52 senior citizen service centers and CCF has 22 sales points within Walmart locations. The Bank is also one of the most active players in the Cuyo region, which includes the Province of Mendoza, San Juan and San Luis where it operates through 44 branches, seven senior citizen service centers, nine collection centers and has been designated the exclusive paying agent for the government of the Province of San Luis through 2021. We have approximately 249,000 customers in Mendoza and approximately 188,000 in San Luis. CCF has eight sales points in the Cuyo region. Through Tarjeta, we offer consumer finance services mainly in the Patagonia region, where we rely on 15 branches and 38 sales and collection centers. Given the strength of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by leveraging our existing network and growing our revenues without significant investments in additional expansion of our platform.

 

Our funding base is robust. We have access to diversified, competitive and stable sources of funding. Our low-cost demand deposit base comprises 37% of our funding base (24% of savings accounts and 13% of checking accounts as of September 30, 2015). Furthermore, we use securitization of loans and other capital markets instruments among our funding strategies.

 

Creation of shareholder value under prudent financial risk management policies. We have generated value, strong growth and returns on capital for our shareholders that have exceeded average returns for Argentine private banks over the past five years, during which the Bank’s annual average shareholders’ equity growth rate was 35.2%, while managing financial risks under policies designed to protect our capital and liquidity. In addition to our organic growth, we have successfully acquired and integrated strategic businesses. We have consistently limited our exposure to the non-financial public sector and limited term, currency and other mismatches in our assets and liabilities. Those prudent financial risk policies allowed us to successfully overcome the Argentine financial crisis in 2001 and 2002 and proved equally effective during the 2008 global economic downturn. We derive our net income primarily from financial intermediation activities rather than from trading or financial investments, which has resulted in more stable sources of income and reduced the exposure of our earnings to market volatility.

 

Long-standing presence in Argentina’s financial sector, committed controlling shareholder and experienced Board of Directors and management team. Through our main subsidiary, the Bank, we trace our origins to the banking house Supervielle y Cía. Banqueros, established in 1887. Our long-standing presence in Argentina’s financial sector has allowed us to establish strong long-term relationships with our customer base, build a reputation for personalized customer service and establish the Supervielle brand as a recognized household name in the Argentine banking industry for both individuals and corporations, as well as in the securitization and corporate bond segments of the local capital markets. Our shareholders have a strong commitment to the Argentine financial system. Julio Patricio Supervielle is the Chairman of the Board of Directors and our CEO and has led Grupo Supervielle for over 13 years. During his tenure we have experienced growth in terms of net worth, assets, deposits and our network, and we have successfully completed some of our most significant acquisitions. We rely on a Board of Directors whose members collectively have extensive experience in retail and commercial banking, a deep understanding of local business sectors and strong capabilities in risk management, finance, capital markets, M&A and corporate governance. In addition, our stable senior management team is comprised of seasoned officials and experts in their fields that foster a business culture of high performance.

 

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Our Vision and Strategy

 

We seek to become the premier bank for individuals and companies in Argentina and to provide a superior banking experience to our customers at all times. In order to achieve our objective of providing best in class customer service, we strive to continuously innovate and optimize our policies and processes by leveraging our long-standing reputation, effective customer segmentation, multi-brand strategy, extensive distribution network and strong digital footprint.

 

We believe that our success is based on our people. We have developed a strong culture based on shared values: leadership, innovation, simplicity, efficiency, commitment and respect.

 

The Argentine market is one of the least developed financial systems in Latin America, with a fragmented, competitive landscape. We believe that the market offers a number of growth opportunities which we are positioned to capture given our focus on a distinguished customer experience, our product offering, our extensive distribution network and our leading technology.

 

We aim to increase our market share of the overall Argentine financial services market by delivering tailored value propositions in each of the key business segments in which we operate: Retail Banking, Corporate Banking, Treasury, Consumer Financing, Insurance and Asset Management and Other Services.

 

The key components of our strategy are as follows:

 

Increase our market presence in attractive customer segments and products and strengthen our value proposition through an effective customer segmentation strategy

 

We seek to increase revenues from each of our target customer segments through cross-selling strategies and as described below:

 

Entrepreneurs and Small Businesses: We aim to continue to expand our market share within our customer base of entrepreneurs and small businesses. We intend to leverage our branch network as a primary means of attracting business and focus on building our customized cash management services.

 

Middle and lower-middle-income population: This segment has one of the lowest banking penetration rates in Latin America and represents an important opportunity to attract new customers. Our exclusive agreements with Walmart Argentina and Hipertehuelche supermarkets position us to reach this segment with a powerful value proposition, particularly consumer finance loans and credit cards. This customer base also offers opportunities for cross-selling of other banking products. Additionally, we continuously analyze opportunities for new product launches to serve this segment.

 

High net worth customers: We successfully launched the Identité brand in 2014 with an attractive value proposition designed to capture and monetize the high net worth customer segment. That value proposition includes a wide range of components like premium credit cards, loyalty programs and exclusive events for customers. To reach high net worth individuals, the bank leverages three key assets: a premium, differentiated brand, a highly trained workforce and an excellent branch network in high income neighborhoods.

 

Senior citizens: We intend to maintain our leadership position in the senior citizen segment, providing unique services and benefits catered to its specific needs. Leveraging our network of specialized service centers we seek to expand our credit card and personal loan business, finance travel packages and consumer goods and services, and distribute insurance products, including life, burial, health, personal accident insurance and home insurance. This segment is adopting technology rapidly, which we anticipate will increase efficiency of service delivery.

 

SMEs and large-sized companies: Our aim is to become the premier bank for SMEs and large-sized companies by deploying outstanding transactional and cash management services. We intend to develop strategic partnerships with key industry players to provide financial services through direct lending or factoring transactions to their critical providers and suppliers along their value chains. We will target specific opportunities and customers in the agricultural, wine, energy and infrastructure sectors. With respect to the agricultural sector, we strive to deepen our existing relationships with leading industry players, providing financing to their customer base. In San Luis, Córdoba, and Tucumán, where we have a well-established distribution base, we intend to continue to target individual farmers. With respect to the wine industry, we seek to continue to develop partnerships with premium wine producers and key industry suppliers, providing industry insights and financial services, such as harvest financing and warrants backed by wine in custody. With respect to the energy and infrastructure sectors, we target SMEs and large-sized companies along the supply chains of oil and gas (exploration and production) in Vaca Muerta and medium and large construction companies, tapping into the substantial potential demand for infrastructure financing.

 

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Larger corporate customers: We intend to offer a full range of products and services, including financial advice, transactional services, treasury management, short, medium and long term financing to larger corporate customers than we have historically targeted. We aim to achieve this goal through quick decision-making with respect to our credit evaluation process, personal attention, increasing transactional services (such as check maintenance, payroll management, payments to suppliers and tax payment services) and building upon our cash management products, payroll management and other products that translate into higher balances of immediately available deposits.

 

Leverage our proximity to customers through our extensive distribution network of branches, service centers and sales points to provide a superior customer experience

 

We have a direct presence in Argentina’s major regions and cities. The Bank has a particularly important presence in the Greater Buenos Aires metropolitan area and the Cuyo region, which includes the provinces of Mendoza, San Juan and San Luis. Given the geographical concentration of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by growing our revenues without significant investments in additional platform expansion.

 

We intend to selectively expand the bank’s network of branches, emphasizing services for high net worth and upper-middle-income individuals and small businesses. In order to tap the potential of Vaca Muerta, the shale oil and gas reservoir, we intend to open several branches in the province of Neuquén, as well as leverage our Malargüe branch in Mendoza.

 

We intend to grow the number of hub and spoke sales units specialized in leasing, foreign trade financing and cash management services.

 

We will build upon our leadership position in retail and corporate banking services in the provinces of Mendoza and San Luis. We plan to continue our partnerships with premium retail stores and shopping outlets to obtain differentiated discounts and benefits for our retail customers, relying on our existing network, which is the largest in the region, and leveraging our role as exclusive financial agent to the Government of San Luis.

 

We aim to increase our access to non-banking customers, by developing partnerships with key retailers to provide banking services along the lines of our existing alliance with Walmart Argentina, recently extended through August 2020.

 

We plan to continue to expand our dedicated sales force with a focus on new entrepreneurs, small businesses and payroll services, to drive revenues and cross-selling ratios.

 

We intend to seek new strategic partnerships in the agribusiness sector to provide financial services to leading national and international players catered to their customer base. We plan to broaden our offering of commodity warrants and livestock leasing, leveraging our strong market leadership in San Luis and Córdoba, in the north of Argentina.

 

Continue capitalizing on synergies by developing new businesses to increase our share of wallet

 

Our two million customers provide a base from which to expand our share of wallet and increase customer loyalty. The Bancassurance business allows us to cross-sell historically profitable and low-claims products to our existing customer base. We have access through our distribution networks and aim to further develop our Bancassurance distribution model by expanding the variety of insurance products offered by Supervielle Seguros, including credit life insurance. Espacio Cordial allows us to reach our clients with a wide variety of non-financial products and services, including travel and home appliance financing and health services.

 

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Grow our balance sheet while maintaining our conservative risk management policies

 

Over the past 15 years we have differentiated ourselves from our competition by systematically securitizing assets, becoming the leader in Argentine capital markets in this segment. With the planned expansion of our capital base, we plan to reduce securitization of our originated assets and leverage our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions. The proceeds from this offering are expected to nearly double our capacity to increase our balance sheet in two years, allowing for a significant opportunity to improve our cost-income ratios.

 

Our conservative financial policies based on a diversified deposit base, low portfolio concentration, short term high liquidity and low interest rate, term and currency mismatches have allowed us to build a strong franchise in retail and corporate banking. We expect that the proceeds from this offering will boost our ability to increase our deposits, cross-sell to retail and consumer customers and attract cash management deposits from corporate clients. We also intend to continue to opportunistically access long-term funding from the international capital markets.

 

Improve our efficiency by focusing on innovation and technology

 

We will seek to increase commercial productivity by optimizing sales time using online and mobile banking, sales and collection centers, streamlining risk assessment and CRM technology. We also plan to continue working with world-class business intelligence tools to increase sales productivity and to improve relationships with clients through better predictive sales actions and communications.

 

Our strong culture of innovation supports our constantly keeping abreast of customer needs and global trends, creating and efficiently implementing solutions focused on local customer preferences.

 

We intend to expand our digital banking channel and online banking platform. Our goal is to offer an outstanding digital experience to our clients. We intend to continue to increase the number of active online users and to migrate our services to digital channels, which we expect will allow us to increase low-cost distribution and convert service centers into full bank branches. We also intend to continue launching mobile banking applications, which will enable “one click” payment and “one click” loan functionalities, with anytime and everywhere financial services and provide alerts and messages to customers in order to achieve cost efficiencies through low-cost social network advertising.

 

We have significantly improved the digital experience of our factoring product line, cash management and payroll services, and introduced “iFactus,” the first portal providing electronic factoring services and “e-Factoring,” an electronic platform which allows for check scanning and electronic delivery to the bank for immediate deposit, custody or discounting, with deferred physical delivery.

 

We also intend to increase our offering of transactional services, such as factoring operations, foreign trade and cash management services (check maintenance, payroll management, payments to suppliers and tax payments).

 

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History

 

We trace our history back more than 120 years, when the Supervielle family first entered the Argentine financial services industry. Below is a brief history of our company, including the participation of the Supervielle family.

 



 

Supervielle y Cía. Banqueros

 

The predecessors of our controlling shareholder emigrated from France in the second half of the 19th century and established L.B. Supervielle y Cía. Banque Francaise (later Banco de Montevideo S.A.) in Montevideo, Uruguay. In 1887, they established Supervielle y Cía. Banqueros (a subsidiary of L.B. Supervielle y Cía. Banque Francaise) in Buenos Aires. Supervielle y Cía. Banqueros offered demand deposits, time deposits, savings accounts, securities trading orders, purchases and sales of foreign currency and drafts and letters of credit payable in European financial centers. Luis Bernardo Supervielle managed the bank until his death in 1901, whereupon the bank’s management transferred to his son, Luis Supervielle, and subsequently to Esteban Barón, son-in-law of Luis Bernardo Supervielle, who in 1905 became president of Supervielle y Cía. Banqueros. Mr. Barón managed the bank from 1905 until 1930, and subsequently served on the board of the bank as an Honorary President until 1964. Mr. Barón’s son, Andrés Barón, joined the bank in 1925 and took over its general management in 1930, also becoming chairman of the board of the bank in 1940. He carried out these functions until 1964, and then served on the board of the bank as an Honorary President.

 

On December 30, 1940, Banco Supervielle de Buenos Aires S.A., a bank controlled by the Barón and Supervielle families, acquired the assets and liabilities of Supervielle y Cía. Banqueros and listed its shares on the Buenos Aires Stock Exchange. Esteban Barón and his son, Andrés Barón Supervielle, continued to manage the operations of this bank until 1964.

 

In 1964, Société Générale (Paris) acquired a majority of the capital stock of Banco Supervielle de Buenos Aires S.A. from the Baron and Supervielle families, transforming it into a universal bank with 60 branches and a significant presence in the corporate market. Following the acquisition of control by Société Générale, the Supervielle family had no role in the management of Banco Supervielle. In 1997, Banco Supervielle de Buenos Aires S.A. created Société Générale Asset Management Sociedad Gerente de FCI S.A. On March 20, 2000, the name Banco Supervielle de Buenos Aires S.A. was changed to Banco Société Générale S.A.

 

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Banco Banex S.A.

 

In 1969, Jules Henri Supervielle, the father of Julio Patricio Supervielle, our controlling shareholder, and cousin of the Supervielle family members who had owned and managed Banco Supervielle de Buenos Aires S.A. until 1964, founded Exprinter de Finanzas S.A., which became Exprinter Banco S.A. in 1991. Exprinter Banco S.A. acquired 100% of the capital stock of Banco San Luis S.A. in 1996 pursuant to a public bidding process organized by its owner, the Province of San Luis. On July 25, 1996, the Province of San Luis entered into a financial agency agreement with Banco San Luis S.A. (the “Contrato de Vinculación”), pursuant to which the Province designated Banco San Luis as its financial agent. The acquisition of Banco San Luis S.A. by Exprinter Banco S.A. was part of a strategic plan aimed at growing in the interior of the country and penetrating the middle and lower-middle-income individual consumer and the SMEs segments. In 1998, Exprinter Banco S.A. and Banco San Luis S.A. merged to create Banco San Luis S.A.-Banco Comercial Minorista, and was later renamed Banco Banex S.A. On December 15, 2006, the government of the Province of San Luis extended the term of this financial agency agreement until 2021.

 

Creation of Holding Company

 

Grupo Supervielle was incorporated in the City of Buenos Aires on October 8, 1979 under the name Inversiones y Participaciones S.A., acquiring the name Grupo Supervielle S.A. in November 2008.

 

Acquisition of Banco Société Générale S.A. by Banco Banex S.A.

 

On March 3, 2005, the Central Bank approved the purchase by Banco Banex S.A. of a majority stake in Banco Société Générale S.A., Supervielle Asset Management Sociedad Gerente de FCI S.A. and Sofital S.A.F.e I.I. Upon consummation of this acquisition, Banco Société Générale S.A.’s corporate name was changed to Banco Supervielle S.A. At the time of the purchase, the total assets of Banco Banex S.A. were 61.34% of the total assets of Banco Societé Générale S.A.

 

Merger of Banco Banex S.A. and Banco Supervielle S.A.

 

On July 1, 2007, with the prior approval of the Central Bank, Banco Banex S.A. merged into the Bank.

 

Acquisition of Banco Regional de Cuyo S.A.

 

On September 19, 2008, the Bank finalized the acquisition of 99.94% of the capital stock of Banco Regional de Cuyo S.A. On September 30, 2010, the Central Bank approved the merger of Banco Regional de Cuyo S.A. with and into the Bank. The merger was completed on November 1, 2010.

 

Tarjeta Automática S.A. and Cordial Microfinanzas S.A.

 

In December 2007, we acquired 51% of Tarjeta’s capital stock. The remaining 49% was held by Acalar S.A., one of our shareholders. Following several stock transfers that took place in 2009 and 2010, Tarjeta’s capital stock is currently held 87.5% by Grupo Supervielle, 10.0% by the Bank and 2.5% by CCF.

 

In 2007, Julio Patricio Supervielle and Grupo Supervielle created Cordial Microfinanzas. In November 2009, the Bank acquired from Julio Patricio Supervielle and Grupo Supervielle a total of 12.50% of Cordial Microfinanzas’s capital stock. On December 12, 2014, we acquired Julio Patricio Supervielle’s remaining 6.33% share of Cordial Microfinanzas’s capital stock. Grupo Supervielle currently holds 87.5% of Cordial Microfinanzas’s capital stock and the Bank holds the remaining 12.5%.

 

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Acquisition of Cordial Compañía Financiera (formerly known as “GE Compañía Financiera S.A.”)

 

On July 6, 2010, Grupo Supervielle and the Bank acquired 100% of GE Compañía Financiera S.A. (“GE Compañía Financiera”), a financial services company that specialized in credit cards, personal loans and the distribution of certain third-party insurance products. The transaction was approved by the Central Bank on June 29, 2011. On August 1, 2011, the purchase was completed through a stock transfer in which 5% and 95% of the total shares were transferred to Grupo Supervielle and the Bank, respectively.

 

Through a strategic alliance with Walmart Argentina, Cordial Compañía Financiera has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

 

We acquired GE Compañía Financiera to further our strategy of increasing our market share in the Argentine banking and financial services industry through the strategic purchase of financial services companies and financial institutions.

 

On August 1, 2011, the shareholders of GE Compañía Financiera approved the name change to Cordial Compañía Financiera. On August 29, 2011, the IGJ authorized the name change.

 

Espacio Cordial de Servicios S.A.

 

For business strategy purposes and with the intention of furthering our goods and services business plan, on October 2, 2012, the Board of Directors created a new entity called ECM S.A., which was later renamed Espacio Cordial de Servicios S.A.

 

Espacio Cordial was created to sell insurance plans and coverage, tourism packages, health insurance and health services, electric appliances and furniture, insurance mechanisms and plans and alarm systems. Espacio Cordial deals with insurance services that can be delegated or assigned to third parties by insurance companies, such as Supervielle Seguros, in accordance with current laws and regulations.

 

Acquisition of Supervielle Seguros S.A. (formerly known as Aseguradores de Créditos del Mercosur S.A.)

 

On February 5, 2013, we and Sofital accepted an offer for the acquisition of 100% of the purchase shares of Aseguradores de Créditos del Mercosur S.A., which on October 30, 2013 was renamed Supervielle Seguros S.A.

 

On May 14, 2013, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) approved the transfer of the company’s shares. As a result, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% of the shares were transferred to Sofital.

 

On June 25, 2013, February 25, 2014 and November 26, 2014, our Board of Directors approved certain capital increases in Supervielle Seguros S.A. of Ps.3.5 million, Ps.5.0 million and Ps.12.5 million, respectively, which are pending approval by the National Superintendency of Insurance. These contributions provided Supervielle Seguros with the necessary capital to start its operations and did not change our stake in the company.

 

Sale of Adval S.A.

 

On May 30, 2014, Grupo Supervielle S.A. and Sofital S.A. entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. Under this agreement, as of September 30, 2015, Grupo Supervielle and Sofital held credits with CAT Technologies S.A. of Ps.3.3 million and Ps.0.2 million, respectively.

 

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Business Overview

 

The following table sets forth the breakdown of our net revenue and net income by segment for the periods indicated.

 

    For the nine-month period ended
September 30, 2015
  For the year ended
December 31, 2014
Segment   Net Revenue   Percentage   Net Income   Percentage   Net Revenue   Percentage   Net Income   Percentage
    (in thousands of Pesos)
Retail Banking     2,486,094       62.7 %     147,789       34.1 %     2,582,084       63.7 %     278,707       50.5 %
Corporate Banking     599,951       15.1 %     197,594       45.6 %     558,553       13.8 %     153,147       27.8 %
Treasury     63,501       1.6 %     (39,178 )     -9.0 %     230,289       5.7 %     66,363       12.0 %
Consumer
Financing
    597,584       15.0 %     53,829       12.1 %     570,508       14.1 %     12,692       2.3 %
Insurance     98,851       2.5 %     32,876       7.6 %     10,804       0.3 %     2,343       0.4 %
Asset Management & Other Services     116,345       3.0 %     40,748       9.7 %     103,208       2.5 %     38,454       7.0 %
Total Allocated to Segments     3,962,326       100.0 %     433,658       100.0 %     4,055,444       100.0 %     551,706       100.0 %
Adjustments(1)     (126,446 )             (119,675 )             (207,628 )             (188,786 )        
Total Consolidated     3,835,880               313,983               3,847,818               362,920          


(1)Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements and the result of our decision to protect our capital against a continued devaluation of the Peso that ultimately did not materialize, as well as transactions between segments.

 

The following graphs set forth the breakdown of our net revenue and net income by segment as of September 30, 2015.

 

 

 

 

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The following graphs set forth the breakdown of our net revenue and net income by segment as of December 31, 2014.

 

  

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The following table sets forth the breakdown of our assets by segment as of September 30, 2015.

 

    As of
September 30, 2015
    Retail Banking   Corporate Banking   Treasury   Consumer Finance   Insurance   Asset Mgmt & Other Services   Adjustments(1)   Consolidated Total
    (thousands of pesos)
Assets                                
Cash and due from banks     968,786       93,877       2,703,921       120,533       3,118       6,973       (51,668 )     3,845,540  
Government and corporate securities                 1,119,607             50,525             49       1,170,181  
Loans     9,414,428       6,930,779       504,117       1,974,814             143,215       (542,137 )     18,425,216  
Other receivables from financial transactions     239,105       132,521       1,374,139       259,161       55,921       45,174       105,136       2,211,157  
Receivables from financial leasing     171,392       812,454                                     983,846  
Other assets     126,357             7,312       248,785       16,883       68,062       949,131       1,416,530  
Total Assets     10,920,068       7,969,631       5,709,096       2,603,293       126,447       263,424       460,511       28,052,470  

  


(1) Includes elimination of inter-segment loans and assets not directly allocated to a single segment, such as unlisted equity investments, miscellaneous receivables, premises and equipment, miscellaneous assets and intangible assets.

 

The following table sets forth the breakdown of our assets by segment as of December 31, 2014.

 

    As of
December 31, 2014
    Retail Banking   Corporate Banking   Treasury   Consumer Finance   Insurance   Asset Mgmt & Other Services   Adjustments(1)   Consolidated Total
    (thousands of pesos)
Assets                                
Cash and due from banks     1,129,003       113,501       2,365,141       59,128       662       3,853       (22,203 )     3,649,084  
Government and corporate securities                 1,006,543             1,495             42       1,008,080  
Loans     6,447,894       6,588,451       422,443       1,514,010             72,270       (448,488 )     14,596,580  
Other receivables from financial transactions     218,924       163,187       1,625,693       204,078       23,378       28,880       (527 )     2,263,612  
Receivables from financial leasing     95,783       488,234                               (171 )     583,846  
Other assets     93,931             38,073       175,761       5,282       51,535       775,410       1,139,992  
Total Assets     7,985,536       7,353,372       5,457,893       1,952,976       30,817       156,538       304,063       23,241,194  

  


(1)Includes elimination of inter-segment loans and assets not directly allocated to a single segment, such as unlisted equity investments, miscellaneous receivables, premises and equipment, miscellaneous assets and intangible assets.

 

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Retail Banking

 

We conduct our Retail Banking operations through the Bank.

 

Our Retail Banking services are focused on the customer segments discussed below.

 

High Net Worth Customers. We offer our high net worth customers exclusive services such as priority access to our branches with minimal waiting time, concierge services, exclusive back offices for conducting banking activities, dedicated customer service representatives at the call center, a remote investment center and 66 dedicated locations at our branches.

 

During 2014, we made a major breakthrough by changing our communication strategy with our high net worth clients. We identified changes in their preferences and as a response to their needs by creating a new brand for the segment named “Identité.” We also remodeled our branches to offer improved and exclusive spaces for these clients. Through our Identité program, we aim to give our customers distinct and memorable experiences. Some of the things we offer in connection with the program are hot air balloon rides, test drives, shopping and spa days and chats with fashion, art and culinary experts.
   
  We believe that the benefits for our high net worth customer segment continue to be some of the most attractive in the market. We offer interest-free loans to customers of up to 18 payments and the most comprehensive airline and tourism agency offers. We frequently add additional discounts, including a wide variety of supermarket and shopping discounts throughout the country.

  

Entrepreneurs and Small Businesses. The Bank considers small businesses to be fundamental drivers for strengthening of productivity in the Argentine economy. For this reason, the Bank redefined its approach to the small business segment in order to develop the necessary tools and services to help small businesses grow and to respond to their needs with convenient and simple solutions. We service small businesses through our Retail Banking segment and SMEs and large-sized companies through our Corporate Banking segment. Through Retail Banking we offer traditional consumer banking solutions to this important sector of the Argentine economy. In the nine-month period ended September 30, 2015, the number of service packages sold to small businesses grew by 109 % compared to the same period in 2014.
   
  We have developed training programs for our customers with well-known entrepreneurs to spread knowledge regarding best practices, common challenges and shared visions.
   
  In addition, we consolidated our small business sector sales force beginning in the middle of 2013, which is one of the main channels through which we acquire new customers and maintain existing ones. This consolidation helped lead to a 51% increase in the number of credit card purchases. We also implemented a welcome process at our call center in which the Bank proactively contacts new clients to assist them at the beginning of their relationship with the Bank.

  

Senior Citizens. The Bank facilitates ANSES payments to more than one million senior citizens per month. In 2014 and the nine-month period ended September 30, 2015, the Bank continued offering products and services tailored to senior citizens’ needs. The Bank launched the Mis Puntos loyalty program (through which beneficiaries accumulate points that they can exchange for a wide variety of rewards) and diversified the Bank’s products through an agreement with Espacio Cordial (through which technology products, home goods and health products, among others, are offered).
   
  The Bank has also focused its efforts on developing automated services for its senior citizen customers, installing biometric terminals that identify the beneficiaries and can be used to print senior citizens’ payment records, which are necessary to later receive ANSES benefits through checkout lines or ATMs.

  

The Bank offers its retail customers a wide range of banking products including personal loans, short term advances, secured loans, payroll services through Plan Sueldo, credit cards, debit cards, savings accounts, time deposits, checking accounts, in addition to financing services and investments such as mutual funds, insurance coverage, guarantees and benefits payments to senior citizens and pensioners, among others.

 

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Through our Retail Banking segment, we offer retail customers a wide range of products as described below.

 

Packages of banking services. As of September 30, 2015, the Bank maintained more than 1.7 million savings accounts and more than 54,000 checking accounts. As of December 31, 2014, the Bank maintained more than 1.5 million savings accounts and more than 47,000 checking accounts. In the nine-month period ended September 30, 2015, the Bank also serviced more than 716,000 account bundles, which include a wide range of products and services at a low cost, tailored to senior citizens, 368,000 for the Plan Sueldo customers and more than 30,000 for high net worth customers, resulting in a net increase in product bundles, including a 15% increase for senior citizens, a 21% increase for high net worth customers and a 11% increase for Plan Sueldo when compared to the same period in 2014. In 2014, the Bank serviced more than 620,000 account bundles, which include a wide range of products and services at a low cost, tailored to senior citizens, 327,000 for the Plan Sueldo customers and more than 25,000 for high net worth customers, resulting in a net increase in product bundles, including a 39% increase for senior citizens, a 10% increase for high net worth customers and a 13% increase for Plan Sueldo. The Bank has prioritized products tailored to its high net worth customers, introducing the Black and Signature products and began to issue debit cards and credit cards with a new design. The Bank also broadened its products for small businesses, including offering new forms of laser-printed checks.

 

Investments. The time deposit portfolio grew 34% in the nine-month period ended September 30, 2015 as compared to the same period in 2014 and grew 35% in 2014 as compared to 2013. In the nine-month period ended September 30, 2015, 71% of time deposit operations were settled through the Bank’s online banking platform, or “home banking” platform. In 2014, 15.0% of time deposit operations were settled through the Bank’s online banking platform, or “home banking” platform.

 

Safety Deposit Boxes. In the nine-month period ended September 30, 2015 and year ended December 31, 2014, our safety deposit boxes were 72% and 70% occupied, respectively, and the default rate on safety deposits reached 5% and 4% for unpaid contracts, respectively. In 2014, the Bank also began offering its customers money counting machines.

 

Credit Cards. As of September 30, 2015 and December 31, 2014, the Bank maintained approximately 592,000 and 574,000 Visa and MasterCard accounts. Over the course of the nine-month period ended September 30, 2015 and the year ended December 31, 2014, the Bank added more than 146,000 and 125,000 new credit card customers, respectively. Credit card consumption grew by 51% and produced an average portfolio volume increase of 67% in the nine-month period ended September 30, 2015 when compared to the same period in 2014. Credit card consumption grew by 59% and produced an average portfolio volume increase of 61% in 2014 when compared to 2013. The Bank also offers sophisticated points-based rewards programs to its credit card customers and attractive sales programs on specific days of the week when and at locations where customers make purchases. More than 240 businesses participate in the rewards program throughout Argentina. In March 2014, the Bank launched two points-based rewards programs: Aeris, an air mile program designed for high net worth customers, and Mis Puntos, designed for senior citizens who collect their pensions through the Bank. In the nine-month period ended September 30, 2015, 95% of rewards exchanges were conducted through our online platform. In 2014, 80% of rewards exchanges were conducted through our online platform.

 

Loans. We offer personal loans, short-term advances and salary advances to payroll customers. In the nine-month period ended September 30, 2015, personal loans grew 26% compared to the same period in 2014. In 2014, personal loans grew 26% compared to 2013.

 

Insurance. The Bank focuses on the coverage needs of its customers by covering both families and personal property. The insurance portfolio is composed of approximately 527,000 policies and in the nine-month period ended September 30, 2015 we sold more than 120,000 individual insurance policies, which represent a 29% increase from the year ended in 2014. We also continued developing new coverage plans in the market, including a protected bag insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen.

 

In the nine-month period ended September 30, 2015 the Retail Banking segment recorded a 59% increase in savings account balances and a 30% increase in checking account balances, each compared to the same period in 2014. Total deposits from the Retail Banking sector as of September 30, 2015 amounted to Ps.13.9 billion, a 43% increase from the Ps.9.7 billion recorded as of September 30, 2014.

 

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In terms of deposits, in the year ended December 31, 2014, the Retail Banking segment recorded a 31% increase in savings account balances and a 23% increase in checking account balances, each compared to 2013. Total deposits from the Retail Banking sector as of December 31, 2014 amounted to Ps.10.9 billion, a 36.4% increase from the Ps.8.0 billion recorded as of December 31, 2013.

 

In the nine-month period ended September 30, 2015, the retail banking segment contributed Ps.2.5 billion to our consolidated net revenues (64.1% of total segments’ net revenues) and Ps.147.8 million in net income (34.1.% of total segments’ net income).

 

In 2014, the retail banking segment contributed Ps.2.6 billion to our consolidated net revenues (63.7% of total segments’ net revenues) and Ps.278.7 million in net income (50.5% of total segments’ net income).

 

We have made several recent improvements to our Retail Banking operations.

 

In 2014, we remodeled our branches as part of our rebranding process, which has been aimed at improving customer experience and creating a more convenient and customer-friendly environment. We have also updated our infrastructure by installing more self-service terminals, ATMs and biometric terminals, all of which allow us to achieve more flexibility with respect to how we offer our services to our customers. These changes have allowed us to focus on the automation of operations and better manage customer wait times and customer experience. With respect to the business model in the branches, we have continued developing a strategy geared towards priority segments with a focus on high net worth customers and small businesses. We have continued developing projects that have an important impact on the reduction of operational tasks, which frees time for management and staff, reduces operational risk and improves our response time to our customers.

 

With respect to our network of service centers, we continue to improve our customer service through the installation of automatic solutions to handle banking transactions. The main development was the installation of a biometric system to identify senior citizens. Every service center was equipped with biometric technology that allows our customers to carry out transactions such as paying bills, resetting their PINs and printing their latest paystubs. We believe that this new system is unique to the financial market in Argentina and allows for more efficient customer services. We have continued to improve our service locations and adding new ATMs to our network.

 

The Bank is the first bank in Argentina to successfully install a biometric recognition system for senior citizen banking services. The biometric recognition system has achieved a high rate of acceptance as it improves customer experience and shortens transaction time. As of September 30, 2015, the Bank accounts a total of 209 machines in its senior citizens service center network, and 36 traditional branches. The Bank has added new functionality to the biometric terminals such as account inquiries for credit cards and savings accounts.

 

Corporate Banking

 

The Bank, through its Corporate Banking segment, generally works with corporate clients with annual revenues greater than Ps.25.0 million, although in certain Argentine cities the Bank works with corporate clients with annual revenues greater than Ps.20.0 million. The Bank concentrates its Corporate Banking efforts on the City of Buenos Aires and the provinces of Buenos Aires, Córdoba, Santa Fe, Mendoza, San Juan, San Luis and Tucumán and also has an important Corporate Banking presence in the Cuyo region. The Bank also offers services in the rest of the regional economies in Argentina where the volume and profitability justify operations. Services to SMEs and large-sized companies in the City of Buenos Aires and the outlying areas are provided through regional branches located in the areas with the highest population density and industrial and commercial activity. We believe that our proximity to our corporate banking customers gives us a competitive advantage.

 

As of September 30, 2015, the Corporate Banking segment had Ps.7.7 million of outstanding loans and financial leases, and contributed with Ps.600.0 million to our consolidated net revenues (15.5% of our net revenues) and with Ps.197.6 million to our net income (45.6% of total segments’ net income).

 

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As of December 31, 2014, the Corporate Banking segment had Ps.7.1 billion of outstanding loans and financial leases, and contributed with Ps.558.6 million to our consolidated net revenues (14.5% of our net revenues) and with Ps.153.1 million to our net income (27.8% of total segments’ net income).

 

The main financial and transactional products and services that our Corporate Banking segment offers are factoring, leasing, employee payroll services (through which we offer solutions to meet our customers’ working capital needs), foreign trade and cash management and transaction services. In addition, our Corporate Banking segment also offers checking account short-term advances, factoring, secured and unsecured loans, Sociedad de Garantía Recíproca (SGR)-guaranteed loans, pledge loans, supplier payment services, check custody services, armored transportation services, collections services, corporate credit cards, pension services, deposit accounts (including time deposits and short-term deposits) and mutual guarantee society services.

 

The following sets forth additional information on the main products and services offered by our Corporate Banking segment:

 

Factoring (check discounting, invoices and work certificates). We participate in the check discounting market by offering three categories of products: (i) with recourse, where the customer who discounts the check with us assumes the insolvency risk, (ii) first loss, where the customer assumes part of the insolvency risk, and (iii) non-recourse, where the bank assumes all insolvency risk. Corporate Banking factoring transactions represented 17.2% of the Bank’s loan portfolio as of September 30, 2015. Corporate Banking factoring transactions represented 27.0% of the Bank’s loan portfolio as of December 31, 2014, and the Bank’s estimated share of the factoring market of Argentine private banks as of December 31, 2014 was approximately 9.8%. Factoring has a low incidence of default at 0.6% and 0.9%, respectively, with an average of 1.2% and 1.4% of all deposited checks that defaulted in the nine-month period ended September 30, 2015 and the year ended December 31, 2014, respectively. The average maturity of our factoring portfolio was 45 days as of September 30, 2015 and 57 days as of December 31, 2014. During the nine-month period ended September 30, 2015, we discounted a total of 382,218 checks for Ps.14.9 billion. During 2014, we discounted a total of 568,668 checks for Ps.20.3 billion.

 

In 2013, the Bank rolled out its e-factoring product, which increased in popularity among contractors in 2014. As of September 30, 2015, 103 electronic platforms were installed in our corporate customers’ offices through which scanned images of checks are sent electronically for their discounting, custody and factoring. This process has simplified operations for our customers and reduced processing time on both the business side and the banking side, leading to greater profitability and customer loyalty.

 

In December 2013, the Bank launched its iFactus portal, allowing businesses to send electronic invoices, discount accounts receivable and conduct collection. iFactus is the first site for accounts receivable publishing and managing payments of its kind in Argentina. The service is intended to optimize the relationship between a corporate customer and its suppliers by speeding up collection and reconciliation processes.

 

We plan to market this product through mass-media campaigns and e-mail marketing. We intend to increase the volume of accounts receivables discounts, further develop our collection model and create a financial product that could replace check-based financing.

 

Leasing. As of December 31, 2014, we had a 6.3% market share in leasing in terms of private banks in Argentina, but this increase to more than 10% if we consider our securitized leasing portfolio. Our leadership is supported by the Bank’s agreements with major equipment and machinery suppliers. In the nine-month period ended September 30, 2015, the Bank executed 538 contracts amounting to Ps.567.6 million. In 2014, the Bank executed 781 contracts amounting to Ps.637.2 billion. A significant number of executed contracts correspond to the productive investment credit lines (LIPs) governed by the Central Bank, which have allowed many corporate customers to make important investments at preferred interest rates. We believe that we have strong customer loyalty and aim to retain our current market share and continue to enhance marketing with a strong sales platform to attract new customers. In 2015, we launched livestock leasing services.

 

Payroll Services through Plan Sueldo. Under Argentine law, employers must pay wages through accounts opened under each employee’s name at financial institutions located within a two-kilometer radius from the workplace in the case of urban areas, and within ten kilometers in the case of rural areas. As of September 30, 2015 and December 31, 2014, 4,275 and 3,899 employers, respectively, paid employee wages under direct deposit agreements entered into with the Bank and the Bank served 154,186 and 143,993 employees, respectively, in connection with these direct deposit agreements.

 

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Foreign Trade. Through the Bank, we are active participants in foreign trade financing and offer personalized advice regarding technical, commercial and regulatory matters related to foreign trade. The Bank draws on a trained staff to advise customers on foreign trade, foreign exchange transactions, international transfers, credit assistance in connection with products offered, and operating issues. We offer letters of credit, and as of September 30, 2015 and December 31, 2014 had a 3.1% and 3.5% market share, respectively, in Argentina. In 2013, the Bank rolled out its “e-comex” product from home banking in order to improve the quality of its foreign trade financing products. E-comex allows corporate customers to manage their foreign trade payments and collections electronically. As of September 30, 2015 and December 31, 2014, 42% and 31%, respectively, of the Bank’s foreign trade operations were channeled through this program. For the nine-month period ended September 30, 2015, the Bank completed 22,287 foreign trade transactions for a total of Ps.10.3 billion. For the year ended December 31, 2014, the Bank completed 26,647 foreign trade transactions for a total of Ps.12.3 billion, increasing our presence in the market of classic Comex products such as letters of credit and collections.

 

In order to provide international factoring services, in November 2007, the Bank joined Factors Chain International (“FCI”), an international network of leading factoring companies whose common goal is to facilitate international trade through factoring and related financial services. The FCI network includes 275 factors in 74 countries, and is actively engaged in approximately 90% of the world’s cross-border factoring volume. We are the only bank in Argentina that is a member of the FCI network and as of September 30, 2015 had turnover amounting to US$12.9 million, the fourth highest among Latin American FCI members. Belonging to the FCI network allows the Bank to become a strategic associate of SMEs and large-sized companies engaged in international trade and to participate in a larger number of foreign trade transactions.

 

Cash Management and Transaction Services. Through the Bank, we offer a range of products and services designed to assist in the corporate administration process, including payments to suppliers, electronic banking, payments and collections, cash management and armored transportation. Supplier payment services ensure timely payment, optimize the use of customers’ funds and simplify our customers’ administrative tasks. The various payment options are designed to meet each company’s needs and include short term advances based on deferred payment checks, with their respective statements and tax payment receipts, as well as transfers and payments against revolving credit facilities. Additionally, the Bank offers a convenient integrated check issuance, delivery and discounting service. Under various collection agreements entered into with service providers and public sector agencies, the Bank offers a comprehensive invoice and tax collection service using tellers, as well as a range of electronic payment options. Moreover, in the event that a company is paid for its products or services by credit card or voucher, the Bank serves as a payor bank for the major brands in the market, which enables credit card or voucher payments to be credited to the company’s account with the Bank.

 

As members of the Red Interbanking (a network comprised of Argentina’s major financial institutions), the Bank offers an electronic communications system which enables its customers to optimize their banking transactions. The Bank’s corporate customers can connect to the service from their personal computers at any time and review their accounts at any member bank, send messages to the Bank, transfer funds, make electronic wage payments, supplier payments and tax payments, and display market data. The Bank offers different electronic products for each segment of its corporate clientele, for example, Datanet Plus, Datanet Manager and InterPYME. Datanet Plus and Manager target SMEs and large-sized companies and InterPYME is a product designed for small businesses. The Bank processes online transfers, allowing debit and credit transactions to be settled automatically and to be reflected in the relevant accounts in real time.

 

The Bank offers corporate electronic home banking services, which allows customers to access their bank accounts and information regarding the Bank’s primary products and services online without having to leave their homes. People and businesses can access their account balance information and monitor account activity, factoring transactions, payments, deferred checks in custody and the status of checks written through the supplier payments service. Customers can also check the status of payments to leasing transactions and foreign trade transactions, request checkbooks, carry out account transfers, pay paychecks, suppliers and corporate credit card bills, access electronic payment services for foreign trade services and discount checks remotely through the e-factoring service with the electronic platform.

 

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Mutual Guarantee Societies (MGSs). We are a key player among MGSs and work with 23 out of the 26 Argentine MGSs. MGSs are commercial groups that help SMEs and large-sized companies access the credit market by providing guarantees. In the nine-month period ended September 30, 2015 we helped raise Ps.42.0 million in time deposits and Ps.17.0 million in mutual funds. In 2014, we helped raise Ps.345 million in time deposits and Ps.73 million in mutual funds. In the nine-month period ended September 30, 2015 we granted loans in 234 transactions for a total amount of Ps.160.7 million and made equity contributions of Ps.76.5 million. In 2014, we granted loans in 153 transactions for a total amount of Ps.67.3 million and made equity contributions of Ps.76 million. We intend to continue growing in this area by developing automatic and productive guarantees within our corporate banking network. We also intend to increase our presence in the province of San Luis, which we entered in 2014, and increase the volume of contributions to MGSs.

 

Warrants (Certificates Backed by Goods in Custody). We have expertise granting loans backed by commodities in regional economies. We had a total outstanding amount of loans backed by commodities of Ps.166 million and Ps.248 million as of September 30, 2015 and December 31, 2014, respectively. We rank third in this category among banks in Argentina and in granting loans backed by sugar, with a market share of 15.7% as of September 30, 2015 and we are also the only bank that lends with lemon oil certificates as collateral.

 

Treasury

 

The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs of the Retail Banking segment, the Corporate Banking segment and its own needs. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients. In the nine-month period ended September 30, 2015, this segment contributed Ps.63.5 million to our consolidated net revenues (1.6% of total segments’ net revenues) and Ps.(39.2) million of net income (9.0)% of total segments’ net income). In 2014, this segment contributed Ps.230.3 million to our consolidated net revenues (5.7% of total segments’ net revenues) and Ps.66.4 million of net income (12.0% of total segments’ net income)Below is a description of the services offered under this segment:

 

Treasury. The Bank’s trading desks trade financial assets on a proprietary and third-party basis, sell financial products, and implement the Asset and Liability Management Committee (“ALCO”) decisions, within the board’s policies, regarding the Bank’s liquidity and financial risk management policies. The Bank’s trading operations include money market instruments, which include institutional investor deposits, public debt instruments, Central Bank debt notes, foreign exchange, stocks, futures, swaps and repos. Trades develop within the limits of a comprehensive risk map which sets limits on counterparty risk and on long and short positions for each asset class, depending on volatility, traders’ seniority level, and other factors. The risk map also determines stop-loss policies. In 2014 and the nine-month period ended September 30, 2015, the Bank’s trading operations included foreign currency, government and corporate bonds, stock and derivatives.

 

Capital Markets. The Bank’s capital markets department is responsible for structuring and placing debt and securitization instruments, primarily financial trusts, both for third parties and for all our subsidiaries. The Bank is a leader in the Argentine capital markets, with a 4.8% and 9.2% market share in Argentina in the nine-month period ended September 30, 2015 and year ended December, 31, 2014, respectively.

 

Correspondent Banking. The Bank has a trade facility with the IFC, dated April 25, 2007, under the IFC Global Trade Finance Program, which entitles the Bank to request IFC guarantees to secure certain of its trade-related obligations and trade-related obligations of third parties, such as standby letters of credit. As of September 30, 2015, the Bank’s outstanding transactions under this facility totaled US$13.4 million. In addition, the Bank entered into an Issuing Bank Agreement and a Confirming Bank Agreement, each dated May 27, 2009, with the IDB, under the IDB Trade Finance Facilitation Program. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings.” Pursuant to these agreements, the Bank may request IDB Credit Guarantees and confirm IDB Credit Guarantees received by third parties. As of September 30, 2015, the Bank did not have any pending obligations under any of these facilities. Due to increasing global trade in the currency of the People’s Republic of China, we decided to open up an account in renminbi to offer better services to our customers that transact in renminbi.

 

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Public Sector and Intermediaries. The Bank’s public sector and financial institutions department is responsible for institutional relationships with the federal government, the government of the Province of San Luis, as well as other provinces and local governments and public sector agencies. The Bank seeks to increase its deposit penetration within the public sector as well as other financial business opportunities with these public sector entities. In addition, the Bank purchases loan portfolios of financial institutions and other non-regulated financial companies with which it has a close relationship.

 

Bank Liquidity Allocation. The Treasury segment is also responsible for the allocation of the Bank’s liquidity according to the needs of the Retail Banking segment, the Corporate Banking segment and its own needs.

 

Tax Collection and Financial Agency Services. The Bank offers financial agency and tax collection services to the Province of San Luis under an exclusive agreement that has been renewed through 2021. On July 25, 1996, the Province of San Luis and Banco Banex S.A. entered into the Contrato de Vinculación pursuant to which the Province of San Luis appointed Banco Banex S.A. as its financial agent for a period of 10 years from August 1, 1996. Upon the merger of Banco Banex S.A. with and into the Bank, and pursuant to Provincial Executive Decree No. 619/2007 dated March 12, 2007, the Province of San Luis authorized the Bank to assume all rights and obligations of Banco Banex S.A. under the Contrato de Vinculación and extended the maturity of the agreement until August 1, 2021. During the nine-month period ended September 30, 2015 and the year ended December 31, 2014, the services provided to the government of the Province of San Luis generated commissions in the amount of Ps.52.6 million and Ps.50.8 million, respectively.

 

In addition, the Bank offers payroll services to public-sector agencies of the province of San Luis. As of the date of this prospectus, the Bank offered such services to more than 40,000 employees in this province. The Bank also offers payroll services to various municipalities of the province of Mendoza, including its capital, Godoy Cruz, Las Heras, Luján de Cuyo, Guaymallén, San Martín and Malargüe and acts as financial agent in the departments of Godoy Cruz and San Martín. In addition, the Bank is the payment agent in the municipalities of Buenos Aires and the province of Córdoba.

 

Consumer Financing

 

Through CCF, we offer private label credit cards, consumer credit for goods and cash loans to middle and lower-middle-income underserved banking segments. As of September 30, 2015, CCF had approximately 400,000 clients with aggregate outstanding credits totaling Ps.2.7 billion.

 

For the nine-month period ended September 30, 2015, Consumer Financing contributed Ps.597.6 million to our consolidated net revenues (15.1% of our net segments’ revenues) and Ps.53.8 million of net income (12.4% of total segments’ net income).

 

For the year ended December 31, 2014, Consumer Financing contributed Ps.570.5 million to our consolidated net revenues (14.1% of our net segments’ revenues) and Ps.12.7 million of net income (2.3% of total segments’ net income).

 

As of September 30, 2015, CCF had total assets of Ps.2.3 million, net shareholders’ equity of Ps.281million and a loan portfolio and credit card loan balances of Ps. 2.7 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 310,000 active credit card clients.

 

As of December 31, 2014, CCF had total assets of Ps.1.8 billion, net shareholders’ equity of Ps.225 million and a loan portfolio and credit card loan balances of Ps.1.5 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 318,000 active credit card clients.

 

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CCF currently offers the following products:

 

Credit Cards. CCF’s credit card is a financial tool through which its clients can make purchases in the network of businesses that accept MasterCard and obtain cash advances, pursuant to limitations set forth by CCF. Marketing for the CCF credit card is carried out in permanent marketing spaces located in Walmart Argentina stores, Hipertehuelche and Tarjeta’s branches. CCF is the private credit card issuer with the largest number of active MasterCard credit card accounts in Argentina. CCF has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

 

Private Label Credit Cards. CCF’s private label credit cards are credit cards that may only be used in Pesos and at the business through which they were issued. These private label credit cards aim to increase customer loyalty and generate incremental sales for the business. As of the date of this prospectus, Walmart Argentina is the only business that offers a private label credit card.

 

Insurance. CCF offers personal accident insurance, protected bag insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen, health insurance, unemployment insurance, life insurance, extended warranty insurance and home insurance on behalf of the insurance companies with which CCF has an agreement.

 

Personal Loans. CCF offers cash loans to individuals at a fixed interest rate. In the nine-month period ended September 30, 2015, CCF granted more than 75,000 personal loans, amounting to Ps.966.0 million in the balance of personal loans. In 2014, CCF granted more than 88,000 personal loans, amounting to Ps.588.6 million in the balance of personal loans.

 

Consumer Loans. CCF offers lines of credit for the purchase of specific products. In 2014, CCF focused part of its efforts on joint projects with other Grupo Supervielle subsidiaries to create synergies and enhance value propositions for the customers. Within this framework, CCF has developed the following projects:

 

Dual Campaign: This project, jointly managed by the Bank, focused on improving the banking tools offered to clients with better credit profiles within the Walmart Argentina channel of distribution. For this project, we chose the customers with the best credit profiles and offered them a VISA credit card from the Bank. The purpose of the project was to improve CCF’s credit card product line with a new credit card that was better tailored to customers with good credit profiles. The acceptance level was very high and more than 35% of the customers that we contacted decided to adopt the new product. These kinds of programs seek to increase revenues while maintaining customer loyalty across our segments.

 

New Supervielle Seguros Products: During October and November 2014, we launched new bag insurance and personal insurance products with Supervielle Seguros. Through this new business segment, Supervielle Seguros developed processes, products and strategies tailored to the needs of CCF, achieving synergies for our businesses. Sharing best practices led to greater efficiency in the insurance business and at the group level.

 

In June 2013, CCF and Cordial Microfinanzas signed an agreement to offer credit to micro-entrepreneurs within the framework of the Central Bank’s regulations.

 

Insurance

 

We offer insurance services by leveraging our access to our approximately 2.1 million clients through our other business segments.

 

In the nine-month period ended September 30, 2015, our insurance operations through Supervielle Seguros contributed Ps.98.9 million to our consolidated net revenues (2.5% of our net segments’ revenues) and Ps.32.9 million of net income (7.6% of our segments’ net income).

 

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In 2014, our insurance operations through Supervielle Seguros contributed Ps.10.8 million to our consolidated net revenues (0.3% of our net segments’ revenues) and Ps.2.3 million of net income (0.4% of our segments’ net income).

 

Supervielle Seguros currently offers the following products:

 

Protected Bag Insurance. Protected bag insurance is insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen. Protected bag insurance can cover items such as cellular phones, makeup, planners, lost documents, keys and locks. In addition, protected bag insurance may cover a certain amount of charges from fraudulent credit card use as a result of a lost or stolen bag.

 

Personal Accident Insurance. Personal accident insurance covers policy-holders in the event that they suffer an accident, subject to certain exclusions.

 

Life insurance. Supervielle Seguros markets its life insurance products to the Bank’s senior citizen customers and sells its products through its own salesforce that works within the Bank’s service center network. The basic life insurance product includes coverage for death, and customers can add varying degrees of coverage for accidents, serious and terminal illnesses and transplants.

 

Life insurance and total and permanent disability insurance for debit balances. In the third quarter of 2015, Supervielle Seguros began to offer an insurance product that covers debit balances in the event of death or total and permanent disability.

 

Asset Management & Other Services

 

We also offer mutual fund services through SAM, microcredit services through Cordial Microfinanzas and retail shopping through Espacio Cordial.

 

In the nine-month period ended September 30, 2015, these additional operations contributed Ps.116.3 million to our consolidated net revenues (3.0% of our segments’ net revenues) and Ps.40.7 million of net income (9.4% of our segments’ net income).

 

In 2014, these additional operations contributed Ps.103.2 million to our consolidated net revenues (2.5% of our segments’ net revenues) and Ps.38.5 million of net income (7.0% of our segments’ net income).

 

Mutual Funds. SAM offers mutual funds services designed to meet customers’ particular investment objectives and risk profiles through its PREMIER funds family. As of September 30, 2015 and December 31, 2014, SAM had US$510 million and US$400 million of assets under management, respectively.

 

SAM’s PREMIER funds family is composed of eight funds: a short-term fund (Premier Income Fund Qualified in Pesos), four fixed-income funds (Premier Plus Income Fund in Pesos, Premier Fixed-Income Savings Fund, Premier Capital Fund and Premier Fixed-Income Growth Fund), an equity fund (Premier Equity Fund), a fund specifically for investments in securities issued by SMEs and large-sized companies (Premier Common Investment Open SMEs Fund) and a mixed-income fund that invests in agricultural commodities derivatives (Premier Agricultural Commodities).

 

The fixed-income funds offer the opportunity to invest in private and short-term and medium-term public debt securities. The Premier Plus Income Fund maintains a portfolio primarily composed of financial trusts and notes. The Premier Fixed-Income Savings Fund invests in debt instruments issued by the Central Bank, financial trusts and notes. The Premier Fixed-Income Growth Fund is composed of short-term and medium-term public debt securities. The Premier Capital Fund invests in currency-linked investments.

 

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The placement of these products is made by the Bank primarily through its commercial channels, by SAM and by brokerage firms. In December 2014, SAM began to offer its fund investment services to customers through the Bank’s corporate home banking service. This service broadens SAM’s channels of distribution and offers clients a high quality service.

 

In late 2015, SAM plans to launch a new mixed-income fund product to broaden its investment options for customers.

 

Microcredit Services. Cordial Microfinanzas provides microcredit loans to self-employed individuals in the lower-middle and low-income segments of the Argentine population. Through Cordial Microfinanzas, we offer an opportunity for individuals who otherwise would have no, or limited, access to financial institutions to develop a long-term relationship with us and establish a credit history, in furtherance of our core goals of creating economic value (for our clients and shareholders) and social value (for our clients and the community at large).

 

As of September 30, 2015, our microfinance portfolio amounted to Ps.162.9 million (before allowances), and 7,390 active credit accounts (including Cordial Microfinanzas and CCF’s portfolio). As of September 30, 2015, the average loan term was 12.5 months and the average loan amount was Ps.24,599. Loans in default for periods over 30 days were 7.3% of total loans. As of September 30, 2015, aggregate disbursements totaled Ps.205.5 million.

 

As of December 31, 2014, our microfinance portfolio amounted to Ps.118.2 million (before allowances), and 6,720 active credit accounts (including Cordial Microfinanzas and CCF’s portfolio). As of December 31, 2014, the average loan term was 9.6 months and the average loan amount was Ps.24,005. Loans in default for periods over 30 days were 7.8% of total loans. As of December 31, 2014, aggregate disbursements totaled Ps.205.2 million.

 

Cordial Microfinanzas offers the following products:

 

Loans. The average loan from Cordial Microfinanzas is currently Ps.24,599 (maximum Ps.318,532), with an average term of 12.5 months. The interest rate varies according to the length of time the customer has been with Cordial Microfinanzas and his or her payment history. As of September 30, 2015, the average annual interest rate was 71.8%. Loan amounts are greater when secured with collateral. The average loan with a pledge as a guarantee is currently Ps.180,000, with an average term of 21 months. As of September 30, 2015, the average interest rate for loans with a pledge as a guarantee was 57.0%. The average loan with a mortgage guarantee is currently Ps.225,000, with an average term of 28 months. As of September 30, 2015, the average interest rate for loans with a mortgage guarantee was 50.0%.

 

Check discounting. Cordial Microfinanzas offers its customers a check cashing service with terms of up to 180 days. This service is a more affordable and flexible alternative for customers to access financial services. During the nine-month period ended September 30, 2015, the average interest rate was 52.5%.

 

Savings Account with Banco Supervielle S.A. Cordial Microfinanzas offers customers access to a savings account with the Bank together with a debit card. Cordial Microfinanzas was the first microcredit institution in Argentina to offer customers in this segment access to formal savings channels.

 

In June 2013, Cordial Microfinanzas signed an agreement with CCF to offer financing to microentrepreneurs within the framework of the Central Bank’s regulations.

 

Retail Sales. Espacio Cordial sells various types of goods and services through a wide range of distribution channels, with a focus on cross-selling to our banking customers.

 

In 2014, Espacio Cordial conducted business through sales points located in the Bank’s service centers throughout Argentina, as well as by catalog orders placed at call centers. Espacio Cordial developed two online sales units in 2014: CordialShop.com.ar and TiendaSupervielle.com.ar, selling primarily household appliances, health plans, security products and prepaid services. In December 2014, Espacio Cordial obtained authorization from the Ministry of Tourism (Ministerio de Turismo) to operate as a travel and tourism company. In the nine-month period ended September 30, 2015, Espacio Cordial sold approximately 77,000 electronic products for Ps.124 million and approximately 24,000 prepaid service plans. In 2014, Espacio Cordial sold approximately 45,000 electronic products for Ps.100 million and approximately 24,000 prepaid service plans.

 

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Espacio Cordial has a presence in all of the Bank’s senior citizen service centers. In 2015, Espacio Cordial’s focus has been to increase sales in the 78 existing sales point and develop other distribution channels. Some of these new channels and products include:

 

online wine sales through Tienda Supervielle eMarketplace, which is intended to support the Bank’s wine business in Mendoza, as well as other products;

 

tourism sales, which is managed by a direct sales force; rewards catalog sales, through which Bank customers are able to redeem rewards points for goods;

 

insurance products through an agreement with Supervielle Seguros; and

 

other types of products, including cable services, internet services and security systems.

 

Our Subsidiaries

 

Banco Supervielle S.A.

 

We own 94.7% of the share capital of the Bank and Sofital owns 2.8%. The Bank is a universal commercial bank and our largest subsidiary. When consolidated with CCF, the Bank accounted for 97.4% and 98.6% of our total assets as of September 30, 2015 and December 31, 2014, respectively. During the last fifteen years, the Bank experienced significant growth while efficiently managing risks, including those posed by the 2001-2002 crisis and the 2008 international economic downturn. The Bank operates in Argentina, and substantially all of its customers, operations and assets are located in Argentina. It offers a wide variety of financial products and services to retail and corporate customers.

 

According to the Central Bank, as of December 31, 2014, the Bank ranked eleventh in terms of deposits, total loans and total assets among private banks in Argentina. As of such date, the Bank ranked fifth in terms of deposits, and in terms of total assets among domestically-owned private banking groups. In 2014, the Bank continued to be a leader among private banks with respect to the payment of federal benefits to senior citizens in terms of the number of payments made. The Bank is also one of the leading providers of (i) factoring services in Argentina, with a 9.8% market among private banks as of December 31, 2014 and (ii) leasing services, with a market share estimated to be above 10% (in each case, taking into account the securitized leasing portfolio) as of December 31, 2014.

 

As of September 30, 2015, the Bank had total assets of Ps.25.9 billion, total loans of Ps.16.8 billion and total deposits of Ps.20.1 billion, and its shareholders’ equity totaled Ps.2.5 billion. As of December 31, 2014, the Bank had total assets of Ps.21.8 billion, total loans of Ps.13.5 billion and total deposits of Ps.16.5 billion, and its shareholders’ equity totaled Ps.2.1 billion.

 

Cordial Compañía Financiera S.A.

 

The Bank owns 95% of CCF’s common shares and Grupo Supervielle owns the remaining 5%. As of September 30, 2015, CCF had total assets of Ps.2.3 billion, net shareholders’ equity of Ps.281 million and a loan portfolio and credit card loan balances of Ps.2.7 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 310,000 credit cards issued. As of December 31, 2014, CCF had total assets of Ps.1.8 billion, net shareholders’ equity of Ps.225 million and a loan portfolio and credit card loan balances of Ps.2.0 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 318,000 credit cards issued.

 

In August 2011, we purchased CCF, a company formerly known as GE Compañía Financiera S.A., a financial services division of General Electric. GE Compañía Financiera had been operating for more than ten years in the Argentine market with financial products such as credit cards, personal loans, consumer loans and a wide range of insurance products.

 

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Since 2000, through an agreement with Walmart Argentina, CCF has had exclusive rights to promote and sell financial and credit products to Walmart Argentina customers nationwide, including Changomas stores. The Walmart Argentina agreement grants CCF access, on an exclusive basis, to a distribution channel that includes 96 Walmart Argentina and Changomas stores located throughout Argentina and all future stores to be opened by Walmart Argentina during the term of the agreement. On July 6, 2010, CCF renewed the Walmart Argentina agreement through August 31, 2015 and in December 2014, CCF renewed the agreement again, through August 2020. This new extension of the agreement is expected to foster the expansion of CCF’s business and the development of large, long term projects that are expected to bolster the growth of both parties to the agreement.

 

CCF specializes in specific credit products and financial consumer services. Its business model is based on offering financial products to mainly the middle and lower-middle-income sectors and is focused on two fundamental pillars:

 

i) Accessibility: Convenient services centered on the customer and adapted to the concept of multi-channel banking.

 

ii) Diversification: Products that satisfy the customers’ needs in every stage of life with personalized offers and differentiated value propositions.

 

The concept of multi-channel banking requires CCF to have a presence everywhere in Argentina, including each of the 22 provinces, which it does through 100 branches and three main channels of distribution:

 

Walmart Financial Services: Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Walmart Argentina, reaching approximately 305,000 customers.

 

Tarjeta Branches: Through this channel, CCF offers financing to middle and lower-middle-income customers. This service has a strong presence in the Patagonia region and reaches approximately 53,000 customers.

 

“Tu Crédito Hipertehuelche”: Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Hipertehuelche, reaching approximately 14,000 customers.

 

To secure its market presence and to maximize customer satisfaction and prospects, CCF owns financial service stands in all medium and large Walmart Argentina locations and has a total of 64 sales and services points. In smaller Walmart Argentina locations, CCF has developed a customer sales and services model through exclusive technology that does not require on-site presence.

 

In the third quarter of 2014, CCF entered into an agreement with Hipertehuelche, a home improvement and construction products retail chain, in which it agreed to become the exclusive financial company of Hipertehuelche’s Patagonia locations, where it has sixteen stores. In these stores, there is a financial services stand where CCF’s products are offered.

 

For the nine-month period ended September 30, 2015, CCF was the largest private issuer of MasterCard credit cards in Argentina. With respect to origination, for the nine-month period ended September 30, 2015 and the year ended December 31, 2014 CCF placed 75,891 and 88,181 loans, respectively, and issued 152,482 and 107,642 credit cards.

 

CCF’s total portfolio as of September 30, 2015 (including all products) totaled Ps.1.9 billion and is composed mainly of funds corresponding to consumer financial products. CCF’s total portfolio as of December 31, 2014 (including all products) totaled Ps.1.5 billion.

 

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Tarjeta Automática S.A.

 

Tarjeta was founded in 2002 to offer credit services to a segment of customers to whom banking services were not previously available. Its operations are concentrated primarily on granting consumer credit. In 2007, we acquired Tarjeta.

 

Tarjeta has 20 public service branches and 41 stands at retail chains. The highest concentration of Tarjeta branches is in Patagonia.

 

CCF and Tarjeta entered into an agreement for the provision of certain services to create synergies between themselves within the framework governing complementary financial services established by the Central Bank. Pursuant to this agreement, CCF will provide services to Tarjeta related to risk and collection, finance, facilities, customer service call centers, IT and operations.

 

Supervielle Seguros S.A.

 

In June 2013, Grupo Supervielle and Sofital purchased 100% of the shares of Supervielle Seguros S.A. (formerly known as Aseguradores de Créditos del Mercosur S.A.). Supervielle Seguros began operations in October 2014.

 

Supervielle Seguros will continue focusing on the first stage of creating non-credit related insurance products such as its protected bag insurance (which was offered beginning in October 2014) and personal accident insurance (which was offered beginning in November 2014). In addition, in December 2014 Supervielle Seguros began to offer life insurance through a sales force composed of 50 people. Personal accident insurance and protected bag insurance are sold through the branches of the Bank and CCF.

 

In parallel with the consolidation of its non-credit related insurance business, Supervielle Seguros plans to advance its products, adapt to the needs of its distribution channels and clients and evaluate how to incorporate the business into the credit-related businesses.

 

Cordial Microfinanzas S.A.

 

Cordial Microfinanzas offers loans and other financial services to urban micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or home maintenance purposes. Cordial Microfinanzas’s products include secured and unsecured loans, home-improvement loans and loans for gas installation.

 

As of September 30, 2015, Cordial Microfinanzas had nine branches, seven of which were located in the greater Buenos Aires area, specifically in Lomas de Zamora, Laferrere, La Plata, Olmos, Villa Celina, Pilar and Florencio Varela, as well as two in the neighborhood of Flores in the City of Buenos Aires. In addition, Cordial Microfinanzas works with Gas Natural S.A. to offer financing for the installation of gas lines in homes. In 2015, Cordial Microfinanzas has been focusing on growth of the business through improving productivity and profitability in its existing branches.

 

Cordial Microfinanzas has received grants and financing from FMO and from IDB. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings.”

 

Supervielle Asset Management Sociedad Gerente de FCI S.A.

 

Through SAM, we have become a player in the mutual funds market with the “Premier” funds family. In November 2014, Standard & Poor’s published its “FundStar Ranking,” which ranks mutual funds based on relative strengths compared to other mutual funds with similar long-term investment strategies. Premier Fixed-Income Savings Fund and Premier Income Fund Qualified received the highest rating of five stars and Premier Equity Fund received four stars.

  

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As of September 30, 2015, SAM managed 8 mutual funds and had US$510 million of funds under management. Based on data from the Argentine Association of Mutual Funds, we estimate that we have a market share of approximately 2.6% of the mutual fund industry in Argentina and that SAM is ranked 18 out of 43 managers in the market.

 

Espacio Cordial de Servicios S.A.

 

Espacio Cordial was created in October 2012 and began operating in December 2012. The business was created to sell various types of goods and services, including those related to insurance, tourism, health plans and services.

 

Sofital S.A.F. e I.I.

 

Sofital S.A.F. e I.I. is a sociedad anónima whose main activity consists of holding participations in other companies. Sofital currently holds 2.80% of the capital stock of the Bank and 5% of the capital stock of SAM. Sofital’s current participation in the Bank is subject to the Central Bank’s approval of a contribution of 2.3% of the capital stock of the Bank made by Julio Patricio Supervielle. Ownership interests in Sofital may change if the capital contribution of 10,239,196 shares of Sofital to Grupo Supervielle is approved by the Central Bank. Central Bank approval is currently pending and no estimate can be provided with respect to when it will be granted.

 

Viñas del Monte S.A.

 

Viñas del Monte is a wine company in the Cuyo region. As of September 30, 2015, our interest in Viñas del Monte was 99.8%. For the nine-month period ended September 30, 2015 and the year ended December 31, 2014, Viñas del Monte had sales of Ps.2.6 million and Ps.1.4 million, respectively. Viñas del Monte was an investment funded by the Bank to participate in a program set up by the Province of San Juan designed to promote investments in certain industries. By participating in this program, the Bank deferred tax payments for 75% of the investment made in Viñas del Monte between 1998 and 2001 and up to 2010. The tax was paid in full, without interest, in 2014.

 

Investments in and Divestments of Grupo Supervielle in its Subsidiaries

 

On March 30, 2012, we made an irrevocable capital contribution to Cordial Microfinanzas for future capital increases. On August 29, 2012, Cordial Microfinanzas capitalized the contribution and we received 119,085 shares of Cordial Microfinanzas.

 

On October 2, 2012, the Board of Directors resolved to establish Espacio Cordial. Espacio Cordial has authorized capital of Ps.1,000,000, representing 1,000 common shares, of which we own 95% and Sofital owns the remaining 5%.

 

On November 9, 2012, we made an offer to the Bank to acquire the rights to its irrevocable contributions in the form of future capital increases made by the Bank to Viñas del Monte, a company in which we previously had owned a 1% stake. On November 14, 2012, the rights to the irrevocable contributions in the form of future capital increases for a nominal amount of Ps.2,500,000 were transferred to us in exchange for Ps.4,520,000.

 

On February 5, 2013, we accepted an offer for the acquisition of 95% of the purchase shares of Aseguradores de Créditos del Mercosur S.A. (which was later renamed Supervielle Seguros). On May 14, 2013, the National Superintendency of Insurance approved the transfer of the company’s shares. As a result, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% was transferred to Sofital.

 

On May 30, 2014, Sofital S.A. and Grupo Supervielle entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. As of December 31, 2014, Grupo Supervielle S.A. recorded a credit of Ps.4.0 million and Sofital S.A. a credit of Ps.0.2 million.

 

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On February 25, 2014, the shareholders of Supervielle Seguros voted to increase the share capital by an amount of Ps.5,000,000 in proportion to their holdings to be integrated in cash and in kind.

 

On November 26, 2014, our Board of Directors decided to make a capital contribution to Supervielle Seguros for an amount of Ps.12,462,232.05. The capital contribution did not change our stake in Supervielle Seguros. The increase in share capital of Supervielle Seguros is pending the approval of the Superintendency of Insurance.

 

Market Area

 

We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina’s most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina’s most dynamic regions, including Mendoza and San Luis.

 

City of Buenos Aires. The City of Buenos Aires is the capital of Argentina and the center of commerce and seat of the national government in Argentina. Based on the most recent publicly available information released by region, the City of Buenos Aires had a GDP per capita in 2005 of approximately Ps.40,000 and a population of approximately 2.9 million (approximately 7.2% of Argentina’s overall population). In 2014, the unemployment rate in the City of Buenos Aires decreased to 5% from 7% in 2012. In terms of the banking sector, there are 809 bank branches (out of a total of 4,401 bank branches in Argentina) in the City of Buenos Aires and the city accounts for 52% and 53% of total deposits and loans in Argentina, respectively.

 

Province of Buenos Aires. The Province of Buenos Aires, which includes the Greater Buenos Aires metropolitan area, is an agricultural center focused primarily on the production of soy, wheat, corn and other agricultural products. Based on the most recent publicly available information released by region, the Province of Buenos Aires had a GDP per capita in 2005 of approximately Ps.12,000 and a population of approximately 15.6 million (approximately 38.9% of Argentina’s overall population). In 2014, the unemployment rate in the Province of Buenos Aires increased to 7.2% from 6.5% in 2013, but it remained below the historical average rate. During the last decade, agricultural production has been strong as a result of high commodity prices which has contributed to Argentina’s economic growth. It is expected that agriculture production will continue to be a key driver of economic growth in Argentina in the coming years. In terms of the banking sector, there are 1,347 bank branches (out of a total of 4,401 bank branches in Argentina) in the Province of Buenos Aires and the region accounts for 20% and 18% of total deposits and loans in Argentina, respectively.

 

Mendoza. Mendoza is located in the Cuyo region and is the center of the wine industry in Argentina. Based on the most recent publicly available information released by region, Mendoza had a GDP per capita in 2005 of approximately Ps.13,000 and a population of approximately 1.7 million (approximately 4.3% of Argentina’s overall population). Since 2010, the unemployment rate in Mendoza has remained below 5%, compared to 7% in Argentina over the same period. However, over the last year, the region has suffered economically as a result of a reduction of exports to the United States due to lower international wine prices and a decreased overall performance of the wine sector. In terms of the banking sector, there are 159 bank branches (out of a total of 4,401 bank branches in Argentina) in Mendoza and the city accounts for 2% of total deposits and loans in Argentina.

 

San Luis. San Luis is located in the Cuyo region. The primary industries in San Luis are agricultural production and tourism. Based on the most recent publicly available information released by region, San Luis had a GDP per capita in 2005 of approximately Ps.13,000 and a population of approximately 0.4 million (approximately 1.1% of Argentina’s overall population). In 2014, the unemployment rate in San Luis decreased to 1.2% from 2% in 2012, representing the lowest unemployment rate in Argentina. In terms of the banking sector, there are 52 bank branches (out of a total of 4,401 bank branches in Argentina) in San Luis and the city accounts for 0.5% and 0.4% of total deposits and loans in Argentina, respectively.

 

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Distribution Network

 

We offer a wide range of products and services in the City of Buenos Aires and all of the provinces in under differentiated brands through 326 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 67 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches and 492 ATMs and 158 self-service terminals.

 

Our senior citizen service centers are locations dedicated to providing banking services to senior citizens and their representatives, including: a) making social security payments to senior citizens on behalf of ANSES; b) offering savings accounts and time deposits; c) receiving loan applications and disbursing loans; d) issuance of credit and debit cards and ancillary services; e) foreign exchange transactions; f) payment by senior citizens of taxes, loan installments, credit card balances and others; and g) check payment and collection to providers and customers.

 

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The following table and map show the geographical distribution of branches, senior citizen service centers and sales and collection centers, as of September 30, 2015:

 

Distribution Network
Banco Supervielle S.A. Branches 110
Banco Supervielle S.A. Senior Citizen Service Centers 67
Banco Supervielle S.A. Sales and Collection Centers 11
Tarjeta Automática S.A. Branches 20
Tarjeta Automática S.A. Sales and Collection Centers 41
Cordial Microfinanzas S.A. Branches 9
Cordial Microfinanzas S.A. Sales and Collection Centers 1
Cordial Compañía Financiera Sales Points 67
ATMs 492
Self-service Terminals 158

  

 

 

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Deposits

 

The following tables show the composition of the Bank’s (on a consolidated basis) and the Argentine private banks’ total liabilities and deposits as of December 31, 2014:

 

   Year ended
December 31, 2014
Liabilities  Banco Supervielle  Private Banks
   Ps. (in million)  %  Ps. (in million)  %
Deposits    16,895    80.5%   509,774    81.4%
Other Liabilities    4,088    19.5%   116,103    18.6%
Total    20,983         625,877      

 

   Year ended
December 31, 2014
Deposits Breakdown  Banco Supervielle  Private Banks
   Ps. (in million)  %  Ps. (in million)  %
Checking accounts    2,624    15.5%   124,379    24.4%
Saving accounts    5,353    31.7%   122,639    24.1%
Time deposits    6,651    39.4%   192,818    37.8%
Other deposits    2,267    13.4%   69,938    13.7%
Total    16,895         509,774      

 

   Year ended
December 31, 2014
Peso Denominated Time Deposits to the Private Sector
   Banco Supervielle  Private Banks
Retail Deposits    61%   45%
Wholesale & Institutional investors    39%   55%

  

Loan Portfolio – General Overview

 

Each loan category in our loan portfolio faces different risks. We have established underwriting policies, standards and pricing mechanisms designed to mitigate the risks posed by each loan category.

 

Underwriting Policies

 

Our policies require that most loans only be approved for borrowers that are able to provide proof of a source of repayment and demonstrate an ability to service existing and future debt. Our underwriting procedures for all loan types require consideration of the borrower, including with respect to the borrower’s financial condition, cash flow, the management skills and industry of our corporate customers, and the economic environment surrounding the issuance of any given loan.

 

We generally expect customers to repay loans with unencumbered cash available to them. A significant part of our loan portfolio is secured. We assess the quality and liquidity of collateral before we grant any secured loan.

 

Interest Rate Terms

 

We price loans: (i) on both a fixed rate and floating rate basis; (ii) over different terms; and (iii) based upon different rate indices. Our pricing structures are consistent with our interest rate risk management policies and procedures. For more information on these policies and procedures, see “—Credit Risk Management.”

 

Loans to individuals (personal loans and credit card loans) are priced only on a fixed rate basis, while loans to small businesses, SMEs and large-sized companies are priced on both a fixed rate and floating rate basis as follows:

 

Fixed rate: promissory notes (checking and invoice discounts, work certificates for government projects and warrants), overdrafts, foreign trade loans and personal loans.

 

Floating rate: automobile and other secured loans, receivables from financial leases.

 

Both rates: corporate unsecured loans.

 

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Risks

 

Below we list our loan categories from lowest risk to highest risk in terms of repayment ability and historical default rates:

 

1.Promissory notes (checking and invoice discounts and warrants)
2.Receivables from financial leases
3.Foreign trade loans
4.Corporate unsecured loans
5.Overdrafts
6.Automobile and other secured loans
7.Personal loans and credit card loans (from the Retail Banking segment)
8.Personal loans and credit card loans (from the Consumer Finance segment)

 

Summary of Loan Portfolio Categories

 

Promissory notes (factoring and check discounting and warrants)

 

Factoring and check discounting. Check discounting is used to finance working capital needs for businesses that have a diversified accounts receivable portfolio and customers or parties that issue checks and have a favorable credit history. Most of our check discounting transactions are with recourse to the assignor (ie., we secure repayment with a pledge over an assignment of the borrower’s cash flow). However, some of our check discounting transactions are without recourse to the assignor, in which case we only have recourse to the endorser of the check. With respect to our operations with recourse, we evaluate the creditworthiness of both the assignor and the endorser of the check, specifically assessing each party’s payment history, credit history and legal history by requiring a variety of documents to aid us in our underwriting process. We accept checks that are issued in the ordinary course of business from the customer with a payment date generally no longer than 180 days.

 

Warrants. Warrants are granted to finance working capital needs for producers or sellers of commodities or non-commodities such as sugar, soy, wheat, corn, sunflower, peanuts, cotton, yerba mate and tobacco. We take collateral in respect of the warrants for at least 20% to 35% in excess of the value of the products, depending on the type of product. The most significant risk we face when extending warrant financing relates to the quality and preservation of the underlying assets. To mitigate this risk, we select third-party companies to assess and monitor the value and quality of the underlying products. We establish maximum warranty amounts ranging from US$5 million to US$40 million depending on the type of product. We set interest rates for our warrants based on the term of the warrant and the quality of the underlying product.

 

Receivables from financial leases

 

Our financial leases are granted for financing acquisitions of capital assets, industrial equipment, road equipment and automobiles. The terms of these loans are typically between 18 and 60 months, varying based on the type of product or equipment and the useful life of such product or equipment.

 

The primary source of repayment for this product is cash flows from the borrower, and, therefore, we evaluate the borrower’s repayment ability before granting such loans. We also evaluate the type of asset for which the financial lease is granted in the event the borrower is unable to repay the loan. If the borrower is unable to repay the loan, we may sell the asset to recover all or part of the outstanding amount of the loan.

 

The primary risk associated with our financial leases is that the borrower may default on the loan and the collateral may be insufficient to recover the outstanding amount of the loan. We mitigate this risk by: (i) granting financial leases in respect of new assets that have historically shown adequate resale values, (ii) requiring a down payment of 10% to 30% (depending on the repayment ability of the customer); and (iii) for certain types of assets, requiring a commitment from the supplier of the asset to buy or find a buyer for the asset in the event of the borrower’s default. We set floating interest rates for our financial leases based on prevailing market rates.

 

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Foreign trade loans

 

Foreign trade loans are granted to finance exports and imports through pre-financing and financing loans for exports, international factoring and letters of credit for imports.

 

In the case of pre-financing and financing loans for exports, we analyze the repayment ability of both the borrower and its foreign client. Specifically, we ensure that the credit line that we grant is tailored to the borrower’s historical export levels and projected export levels (based on contracts, purchase orders and other documentation). We generally grant pre-financing and financing loans for exports with terms ranging from 90 to 180 days, depending on the transaction and such loans are solely denominated in U.S. dollars. Interest rates for pre-financing and financing loans for exports depend on the term of the loan and range from 5.5% to 8.25%.

 

In the case of letters of credit for imports, we face a risk that we will have to pay for the imports in the event that the borrower defaults. To mitigate this risk, we ensure that the loan is granted once the merchandise to be imported can be shipped and the relevant shipment documentation can be issued. Generally, the term of our letters of credit do not exceed one year. We receive a fee for the letters of credit we issue instead of charging interest.

 

Corporate unsecured loans

 

Corporate financial loans. Our corporate financial loans finance short term working capital needs of up to one year or medium term working capital needs of up to three years for businesses that require monthly or periodic amortization. These loans are granted to customers with annual revenues in excess of Ps.25 million. We evaluate the customer’s repayment ability using the general criteria and analysis for corporate customers. We also analyze the following factors: the shareholders and management of the borrower, the financial and economic environment, regulatory risk and projected cash flow for the entire period during which the loan will be outstanding to ensure that the borrower will be able to comply with the scheduled payments under the loan. We take into account the potential effects that economic variables such as exchange rate volatility and inflation could have on projected cash flow. We set either a floating or fixed interest rate for our corporate financial loans based on the creditworthiness of the borrower’s business and the term of the loan.

 

Loans to small businesses. Our loans to small businesses are originated at the Bank’s branches based on a policy that requires adequate credit and legal history, a minimum credit score and a certain level of revenues. Our loans to small businesses finance working capital needs for business with annual revenues between Ps.5.0 million and Ps.25 million. The maximum loan assistance that we provide is Ps.500,000 for unsecured loans and Ps.500,000 for factoring services. Our general policy is that our small business loan portfolio be composed 50% of unsecured loans and the other 50% of secured loans and factoring transactions. The Bank’s branches may grant up to Ps.100,000 of unsecured loans, and any excess amount must be evaluated by the Bank’s specialized credit analysis unit. We set either a floating or fixed interest rate for our loans to small businesses based on the creditworthiness of the borrower’s business and the term of the loan. The interest rates for our loans to small business are generally higher than the interest rates for our corporate financial loans reflecting the difference in size and revenues of the businesses.

 

Overdrafts

 

We grant overdrafts to businesses to finance working capital needs and ordinary course business activity. We assess whether the borrower has the ability to meet its payment obligations over a maximum 180-day period, placing an emphasis on the borrower’s line of business. Businesses with operations that do not produce short-term revenues or with cyclical operations generally must seek other types of financing. We are able to anticipate a customer’s ability to repay overdrafts by analyzing daily accounts payable, accounts receivable, credits and fluctuations. We set interest rates for our overdrafts on a monthly basis.

 

Automobile and other secured loans

 

We grant secured loans to finance automobile purchases. The maximum amount of our automobile loans is Ps.350,000 with a maximum term of 36 months. Before granting this type of loan, we evaluate a customer’s ability to meet monthly payment obligations by taking into account the prospective borrower’s earnings. We also require that the vehicle serve as collateral in the event of a payment default by the borrower. We set interest rates based on the term of the automobile loan and a loan-to-value ratio ranging from 30% to 75% of the value of the vehicle at the time of sale.

 

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Personal loans and credit card loans (from the Retail Banking segment)

 

Our Retail Banking segment originates loans based on scoring systems and policies specifically tailored to our Plan Sueldo services, pension and retiree services and general clientele. For a detailed discussion of the Bank’s credit application process, credit monitoring and review process and the risks associated with personal loans and credit card loans, see “—Credit Risk Management—Banco Supervielle S.A.”

 

Retail banking in Argentina is heavily regulated, including with respect to maximum interest rates and fees. See “Argentine Banking Regulations—Interest Rate and Fee Regulations.” We tailor our policies related to issuing and granting loans and credit to comply with these regulations.

 

Personal loans and credit card loans (from the Consumer Finance segment)

 

The personal and consumer loans offered by CCF and Tarjeta are unsecured products for personal use and are offered to the middle and lower-middle-income sectors. Due to the nature of these products, our pricing structure is high compared to the Argentine financial system. To be approved for such loans, these customers must provide proof of an available means of repayment and they typically but do not always have credit history.

 

To mitigate the risks associated with personal and consumer loans, the initial term of any such loan is limited during the first loan, and performing borrowers may receive offers to extend the terms of the loans.

 

One of the principal sales channels for personal and consumer loans is through telemarketing typically targeting credit card customers or customers that took out a loan previously with CCF, Tarjeta or another company and performed in accordance with the terms of such loan.

 

The maximum amount of our personal and consumer loans is Ps.120,000, while the average loan is Ps.16,000. The average term of our personal and consumer loans is 17 months, with a maximum of 36 months. The loans are granted at a fixed rate and are paid back in monthly installments and amortized based on the French amortization system, which consists of equal monthly installments amortized in a manner in which (i) interest payments are higher at the beginning of the loan and decrease over the life of the loan, while (ii) principal payments are lower at the beginning of the loan and increase over the life of the loan.

 

Credit Risk Management

 

We define credit risk as the risk that arises from losses and/or a decline in the value of our assets as a result of our borrowers or counterparties defaulting on or not complying with their obligations. Credit risk includes any event that may cause a decline in the present value of our loans, but does not necessarily require the counterparty’s default. This risk also encompasses liquidity risk, which exists whenever a financial transaction cannot be completed or generate liquidity in accordance with an agreement. The magnitude of credit risk losses hinges upon two factors:

 

the amount of exposure at the time of the default; and

 

the amounts recovered by the Bank based on the payments received from the borrower and the execution of risk mitigation policies, such as guarantees that may limit losses.

 

Our credit risk management policies also monitor concentration risk. This risk arises when the concentration of exposure has the capacity to generate enough losses (relating to results of operations, minimum capital requirements, assets or global risk levels) to impact the entity’s financial strength or capacity to maintain its operations and significantly change the entity’s risk profile.

 

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The Board of Directors approves credit risk policies and strategies presented by the Risk Management Committee, in consultation with the Credit Coordination team, the Legal Affairs and Compliance team and the commercial banks, and in accordance with Central Bank regulations. The Bank’s credit risk policies and strategies seek to develop commercial opportunities and business plans, while maintaining a prudent level of risk. The credit policy is tailored to corporations and individuals from every segment.

 

The pillars of the Bank’s credit policy are based on an analysis of the client’s cash flow and its repayment capacity. Regarding corporate clients, the Bank focuses on factoring products, the Plan Sueldo segment and senior citizen banking services. In addition, the Bank grants short and long term financing for specific products (such as leasing and secured transactions).

 

We believe that loan portfolio diversification is a staple of the Bank’s credit risk management objective of distributing risk appropriately by economic segment, client type and loan amount. The same importance is given to the risk mitigation mechanisms that ensure adequate risk coverage, such as the use of credit instruments in the corporate segment that cover substantial amounts of the loan. Finally, we continuously use early detection processes to monitor the performance of the loan portfolio.

 

Credit Risk Measuring Models

 

The Bank relies on several models that estimate the distribution of possible losses arising out of the loan portfolio to calculate expected losses and minimum capital requirements. These models include:

 

Probability of Default (“PD”). This is obtained by using scoring or rating methods. The probability estimate is obtained by calculating the ratio of the cases of default and the total amount of loans within the observation period. The calculation is performed across different historical periods of the Bank’s portfolio. This calculation is used by the Bank to classify operations and clients.

 

Loss Given Default (“LGD”). This formula seeks to obtain the recovery percentages of defaulted operations throughout the recovery process. LGD allows for the calculation of the percentage of the amount due that is recoverable based on where it stands in term of the recovery process. The calculation is obtained by calculating the ratio of the economic and financial loss arising from the default (including recovery costs) and the amount due at the time of default.

 

Exposure at Default (“EAD”). This model evaluates the Bank’s level of exposure at the time of a borrower’s default. The objective is to calculate the exposure to loans with commitment limits that are not in default by using the credit conversion factor. The credit conversion factors are based on the behavior of borrowers with commitment limits that have defaulted. The aim is to compare the amount due at the time of default with the amount due in a normal situation with a commitment limit.

 

Expected Losses Calculation. This is calculated based on the results of the PD, EAD and LGD models. The expected loss calculation analyzes portfolio information to estimate the average value of loss distributions for a one year time horizon.

 

Minimum Capital Requirement Calculation. This is represented by the difference between the portfolio’s risk value and expected losses within a 99% confidence interval. The Bank has two minimum capital requirement models (one for corporate customers and one for individuals), which include the economic capital required for our concentration risk and securitization risk.

 

Country Risk Management

 

Country risk arises from losses in investments or loans to individuals, corporations or governments, due to adverse changes in a foreign country’s economic, political or social environment. The risk is present in loans granted to non-residents, loans in which the borrower’s or its guarantor’s solvency is significantly tied to the another country’s circumstances, investments made abroad and contracts with foreign service providers.

 

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We believe that the Bank has an adequate framework in place to manage this risk, given the complexity of its operations and its exposure to country risk. The Bank has no significant exposure to country risk except for credit lines with correspondents and international factoring. Country risk is a special consideration when granting credit lines and is analyzed on a case by case basis.

 

Banco Supervielle S.A.

 

The Bank’s Board of Directors sets its credit policy and risk limits, with information from its risk department and the various commercial banking units and in compliance with Central Bank regulations. The credit policy is aimed at taking advantage of business opportunities within the scope and terms of the Bank’s business action plan, while maintaining prudent levels of exposure to counterparty risk. The Bank’s credit policy focuses on companies and individuals of all segments.

 

The pillars of the Bank’s credit policy include:

 

maintaining independence between the risk management function and the business and management team;

 

maintaining a highly professional corporate structure around risk management;

 

keeping the Board of Directors and senior management involved in risk management decision-making;

 

ensuring that risks are consistent with the risk appetite framework and subject to ongoing monitoring; and

 

propose limits for credit risk tolerance to be approved by the Board of Directors.

 

Credit Application Process

 

The credit approval process is designed to facilitate an accurate risks analysis, expedient decisions and complete support information.

 

Potential customers are interviewed and asked to submit documentation to efficiently evaluate risk. The risk area performs a risk evaluation using computer software and issues an opinion on the requested assistance. If credit assistance is deemed feasible, the customer’s application is submitted for approval at the appropriate level, pursuant to credit authority guidelines and depending on the facility amount requested, the term and security.

 

Applications by prospective retail customers are analyzed using an electronic application. Prospective corporate customers are evaluated on a case-by-case basis. There are no pre-approved lines of credit, except for individuals who may obtain a pre-approved line of credit for an amount up to seven times their monthly income.

 

Credit Monitoring and Review Process

 

It is the Bank’s policy to continually track and monitor risk in order to anticipate or foresee changes in the macroeconomic environment and anomalies that may affect the course of customers’ activities and the repayment of loans. The Management and Credit Administration Department traces alert indicators for signals that may affect credit collection. Signals could be late payments of more than 30 days, alerts from credit bureaus, lawsuits from third parties, customers or suppliers and bounced checks. Action plans are in place to anticipate or mitigate potential nonperformance situations. The Credit Review Department tracks alert indicators by:

 

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analyzing loan portfolio evolution;

 

verifying compliance with credit regulatory requirements;

 

reviewing the factoring portfolio on a daily basis by operation, maturity, concentration, direct and indirect risk;

 

verifying and analyzing customer arrears;

 

detecting market alerts, customer behavior in the market and the financial system, lawsuits, etc.;

 

proposing action plans;

 

involving the Special Risks Committee;

 

reporting customer alerts to officials and managers; and

 

establishing allowances for estimated loan losses.

 

Credit Approval Process

 

The following chart describes the levels of approval for the different types of loans:

 

      Credit Approval Limit
(in millions of Ps.)
      Unsecured  Secured
   House Limit   
( Senior Committee + Board of Director’s Chairman )
  Total
Maximum Approval Limit
Credit Approval Committee  Senior Committee (Credit Manager + Commercial Coordinator Manager + CEO + Credit Coordinators + One Member of the Board of Directors)    60    110 
Corporate Banking  Coordinating Officers Committee ( Credit + Corporate
Banking )
   18    60 
   Regional Committee (Credit Manager or Credit Officers + Commercial Manager)    7    24 
Consumer Financing  Small Businesses (Consumer Credit Manager or Credit Supervisors)    0.8      
   Consumer Financing (Consumer Credit Manager or Credit Supervisors)    0.8    2 

  

 

The Retail Banking Committee has the following primary responsibilities:

 

Approves credit retail policies and oversees correct implementation and compliance with such policies.

 

Defines credit evaluation criteria, including the cut-off points concerning scoring models, minimum income levels required and others.

 

Monitors the evolution of the credit portfolio.

 

Recovery Process

 

The Bank’s Recovery Area handles the collection of past due credits. Collections are handled by different units for individual and corporate customers.

 

With respect to individual customers, the Recovery Area begins a collection process when credits become past due by three days. The collection of the overdue credit is handled by a third-party collection agency. After 90 days, the Recovery Area determines whether the past due credit should be sent to a different collection agency or if it should be subjected to a judicial hearing.

 

With respect to corporate customers, payment defaults are analyzed on a case-by-case basis, taking into consideration the size of the loan and the number of days in arrears, among other factors. However, generally, past due credits of corporate customers enter the collection process after 90 days. For financial leasing customers, the collection process begins after a credit is past due by 60 days.

 

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The Recovery Department has the power to engage in extra-judicial negotiations and approve payment proposals by debtors of amounts up to Ps.1 million.

 

The Recovery Committee has the power to engage in extra-judicial negotiations with a customer owing no more than Ps.4.0 million. The Special Risk Committee may allow the customer to refinance a loan, reduce the interest or use a guarantee. The Special Risk Committee formulates proposals for the Senior Committee on how to address loan defaults that are outside the scope of its area.

 

CCF and Tarjeta

 

To evaluate a prospective customer and detect possible fraud, CCF and Tarjeta maintain a centralized credit analysis process for issuing credit cards and granting personal loans. CCF and Tarjeta use an Experian decision engine, which combines automatic evaluation processes (including scorecards, credit bureaus (such as Equifax), negative file, maximum exposure, installment to income ratios and line assignment) with digitalized documentation controls performed by the underwriting team. This process also features different parameters for determining exposure and maximum risk per applicant, including point of sale, channel, product, incorporation process, risk level, among others.

 

In addition, each branch is categorized by risk level based on its portfolio’s behavior trends per score range. A cut off by level is determined accordingly. These classifications are updated and validated regularly to ensure their accuracy.

 

CCF and Tarjeta periodically perform a risk analysis of their entire respective customer bases, evaluating payment behavior and exposure level, and using this information to offer better credit options for existing services and new products and services.

 

Collection efforts are managed internally at the early stages of delinquency and are tailored to each customer’s risk level and behavior. CCF and Tarjeta conduct collection actions using an Avaya predictive dialer and applying different communication channels such as call centers, virtual messaging, SMS, letters and telegrams. After 180 days past due, collection efforts are outsourced to third-party collection agencies.

 

Technology

 

In order to advance our strategy of becoming an efficient provider of financial services, we invest in technological upgrades to automate our business model and improve our IT and security, among other things.

 

Below we describe some of our current and planned technological investments in the Bank.

 

Banco Supervielle S.A.

 

We have made and plan to continue making technological improvements with respect to our automation services, IT capacity, software development and security.

 

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Automation Services

 

We have made certain improvements to our automation services including:

 

installing new ATMs, reaching a total number of 492 ATMs as of September 30, 2015;

 

installing new self-service terminals, reaching a total number of 158 terminals as of September 30, 2015;

 

installing 4 terminals related to new bill payment services in branches as of September 30, 2015;

 

improving our biometrical identification services by installing a total of 245 terminals as of September 30, 2015; and

 

creating a new individual home banking platform.

 

IT Capacity

 

We have created an IT environment geared towards future challenges relating to innovative initiatives such as cloud services, big data services, customer relation management and shared services. In 2016 we intend to change our banking services by installing new biometric terminals and improving mobile services. We intend to create more digital services by upgrading our voice over internal protocol (VoIP), adding more ATMs, adding video conference and on-line chats. We also intend to design an IT cloud computing system and focus on mobile banking and social networks. Finally, we intend to make specific upgrades to our computer systems.

 

Software Development

 

Currently, we intend to develop certain software, including software related to the following things:

 

Changing the bank: we plan to create a new sales platform and upgrade biometric terminals;

 

Client experience: we plan to upgrade iFactus and create a new mobile banking platform;

 

Drive to digital: we plan to create a corporate social network and improve our corporate architecture;

 

Big data: we plan to work with data mining, social mining and analytical models; and

 

Running the bank: we plan to develop software related to regulatory reports and risk management, among other things.

 

Security

 

We also seek to improve technology related to e-crime, mobile security, cyber security, cloud security and other areas of security related to our banking services.

 

CCF

 

CCF’s investments in technology seek to achieve simplicity, speed and efficiency. CCF’s initiatives for the short- and medium- term include:

 

Simplicity. CCF seeks to implement service-oriented architecture (SOA) and cloud computing services to offer simple software solutions.

 

Speed. CCF seeks to optimize its operating system to improve the speed of its network.

 

Efficiency. CCF seeks to implement IT performance metrics and gain independence from suppliers that make scalability difficult to achieve efficiency.

 

Software Development

 

We intend to implement a new origination process with a new online sales platform and the use of SOA to access core information. In addition, we intend to improve processes related to accounting and financial information. We already implemented a new platform that allows us to monitor critical processes online. We also seek to improve customer loyalty through our software.

 

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Competition

 

Retail Banking, Corporate Banking and Treasury

 

The Argentine financial system remains highly fragmented compared to the rest of Latin America.

 

In 1999, the Argentine financial system had 116 financial entities. This number decreased to 100 in 2002 and 89 in 2005. As of December 2014, this number stood at 81, of which 65 were banks (12 public and 53 private). In terms of ownership, in 1999 Argentine and foreign entities each held 41.3% of the Argentine banks while the remaining 17.3% of the banks were held by the public sector. As of December 31, 2014, while the participation of the public sector remained stable at 18.5%, the portion of banks controlled by Argentine entities increased to 50.8% and the portion of banks controlled by foreign entities decreased to 30.8%.

 

In 1999, there were 17 financial companies, nine of which were controlled by Argentine entities and eight of which were controlled by foreign entities, and seven credit unions. As of December 2014, the number of financial companies had decreased to 15, six of which were controlled by Argentine entities and nine of which were controlled by foreign entities, and only one credit union remained.

 

As of December 31, 2014, the largest private bank in terms of bank assets in Argentina held a 7.2% share of the total bank assets in the financial system and the five largest banks (including private and public banks) in terms of assets held a 56.3% share, higher than the 48.7% share held in 2001 and the 54.7% held in 2005. Banking systems in other Latin American countries are even more concentrated. As of December 31, 2014, the five largest banks (including private and public banks) in terms of assets held a 82.5% share of total bank assets in Brazil, 72.2% in Chile, 66.3% in Colombia, 72.3% in Mexico, and 86.7% in Peru.

 

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Competitive Framework

 

The Bank was one of the top 15 private banks in the Argentine financial system with respect to loans, deposits, assets and equity as of December 31, 2014, as shown in the following table:

 

   As of
December 31, 2014
   Total Assets  Total Loans  Total Deposits
   Ps. (in millions)  Share of total (%)  Ps. (in millions)  Share of total (%)  Ps. (In millions)  Share of total (%)
   (in millions of Pesos, except percentages)
Santander Rio    95,298    13.09%   54,937    14.01%   69,738    13.68%
Galicia    88,746    12.19%   49,035    12.51%   63,778    12.51%
Macro(1)    74,986    10.30%   43,732    11.16%   53,409    10.48%
BBVA Francés    73,284    10.07%   40,411    10.31%   51,436    10.09%
HSBC    49,934    6.86%   26,485    6.76%   35,492    6.96%
Credicoop    43,202    5.93%   21,203    5.41%   37,605    7.38%
Patagonia    39,333    5.40%   22,760    5.81%   27,467    5.39%
ICBC    38,282    5.26%   19,831    5.06%   24,529    4.81%
Citibank    38,132    5.24%   19,095    4.87%   22,819    4.48%
Hipotecario    29,336    4.03%   16,239    4.14%   18,361    3.60%
Supervielle    21,827    3.00%   13,459    3.43%   16,479    3.23%
Nuevo Santa Fe    19,275    2.65%   11,998    3.06%   13,526    2.65%
San Juan    16,291    2.24%   2,907    0.74%   11,255    2.21%
Itaú Argentina    16,246    2.23%   11,096    2.83%   10,743    2.11%
Comafi    10,933    1.50%   5,348    1.36%   7,767    1.52%
Other(2)    72,941    10.02%   33,489    8.54%   45,369    8.90%
Private Banks Total    728,045         392,023         509,774     

 

 

Source:Central Bank

(1) Includes Banco del Tucumán S.A.
(2) Includes 38 private banks with assets below Ps.10.0 billion, as of December 31, 2014.

 

The Bank, when consolidated with CCF, was one of the top ten private banks in the Argentine financial system with respect to personal loans as of December 31, 2014, as shown in the following table:

 

   As of December 31, 2014(1)
   Personal Loans
   Ps. (in millions)  Share of total (%)
Banco Macro S.A.    13,457.4    19.7%
Banco Santander Río S.A.    7,914.1    11.6%
BBVA Francés    6,091.9    8.9%
Banco Galicia y Buenos Aires S.A.    4,815.0    7.0%
Banco Supervielle (2)    3,445.0    5.0%
Banco Patagonia S.A.    3,192.5    4.7%
Citi    2,417.3    3.5%
HSBC    2,415.0    3.5%
Banco Hipotecario    2,354.1    3.4%
Credicoop    1,953.8    2.9%
Other    20,266.4    29.7%
Total    68,322.5    100.0%

 

 

(1) Does not include securitized personal loans portfolio.
(2) Consolidated with CCF.

 

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The Bank was one of the top ten private banks in the Argentine financial system with respect to leasing, as shown in the following table as of December 31, 2014:

 

   As of December 31, 2014
   Leasing(1)
   Ps. (in millions)  Share of total (%)
BBVA Francés    1,992.9    21.5%
Banco Galicia y Buenos Aires S.A.    1,070.3    11.5%
HSBC    1,036.9    11.2%
Banco Patagonia S.A.    1,017.2    11.0%
Comafi    640.6    6.9%
ICBC    613.3    6.6%
Credicoop    606.8    6.5%
Banco Supervielle    584.0    6.3%
Citibank    474.4    5.1%
Banco Santander Río S.A.    417.5    4.5%
Others    822.2    8.9%
Total    9,276.1    100.0%

 

Source: Central Bank

(1) Does not include securitized leasing portfolio.

 

The Bank was one of the top ten private banks in the Argentine financial system with respect to factoring as of December 31, 2014, as shown in the following table:

 

   As of December 31, 2014
   Factoring
   Ps. (in millions)  Share of total (%)
Banco Galicia y Buenos Aires S.A.    6,080.6    14.8%
Banco Santander Río S.A.    4,147.0    10.1%
Credicoop    4,085.9    9.9%
Banco Supervielle    4,047.9    9.8%
Banco Macro S.A.    3,656.5    8.9%
Banco Patagonia S.A.    3,227.3    7.8%
BBVA Francés    2,444.4    5.9%
Citibank    1,769.2    4.3%
HSBC    1,668.2    4.1%
ICBC    1,243.5    3.0%
Comafi    388.3    0.9%
Banco Hipotecario    276.8    0.7%
Itaú Argentina    243.0    0.6%
Others    7,861.5    19.1%
Total    41,140.2    100.0%

 

Source:Central Bank

 

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The Bank, when consolidated with CCF, ranked first among private banks in the Argentine financial system with respect to Mastercard active accounts as of the periods indicated, as shown in the following table:

 

      As of September 30, 2015  As of December 31, 2014
      Mastercard active accounts
1   Banco Supervielle(1)    218,021    231,250 
2   Banco Macro S.A.    192,702    196,758 
3   HSBC    182,966    184,663 
4   BBVA Francés    182,169    171,339 
5   Citi    112,836    117,117 
6   Banco Galicia y Buenos Aires S.A.    97,677    84,581 
7   Columbia    93,857    107,074 
8   Itaú    93,119    102,286 
9   ICBC    68,859    64,844 
10   Banco Patagonia S.A.    55,285    53,693 
                

 

(1) Consolidated with CCF.

 

The Bank was one of the top ten private banks in the Argentine financial system with respect to the origination of all bank asset securitization in the Argentine market as of the periods indicated, as shown in the following table:

 

   As of September 30, 2015
   Bank asset securitization
   Ps. (in millions)  Share of total (%)
Banco Supervielle    970.0    30.9%
Banco Columbia    568.9    18.1%
Banco Piano    364.1    11.6%
Banco Sáenz    356.0    11.4%
ICBC    238.4    7.6%
BST S.A.    235.3    7.5%
Banco BICA    234.4    7.5%
Banco Comafi    93.7    3.0%
Nuevo Banco del Chaco    75.0    2.4%
Total    3,135.9    100.0%

 

   As of December 31, 2014
   Bank asset securitization
   Ps. (in millions)  Share of total (%)
Banco Supervielle    3,044.7    45.1%
Banco Columbia    867.8    12.9%
Banco Piano    540.5    8.0%
Banco Comafi    525.0    7.8%
Banco Sáenz    450.2    6.7%
BST S.A.    412.4    6.1%
ICBC    380.5    5.6%
Banco BICA    210.1    3.1%
Banco Cetelem Argentina    122.5    1.8%
Banco de la Prov. de Córdoba    101.0    1.5%
Nuevo Banco del Chaco    90.9    1.3%
Total    6,745.5    100.0%

  

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We were one of the top ten companies in the Argentine financial system with respect to the origination of total asset securitizations in the Argentine market as of the periods indicated, as shown in the following table:

 

   As of September 30, 2015
   Total Securitizations
   Ps. (in millions)  Share of total (%)
Grupo Electrónica Megatone    2,446.9    14.5%
Grupo Garbarino    1,766.1    10.5%
Grupo Frávega    1,798.7    10.7%
Grupo Supervielle    1,352.3    8.0%
Grupo Carsa    1,516.9    9.0%
CMR Fallabella    655.9    3.9%
Vicentín S.A.I.C.    565.5    3.4%
Grupo Ribeiro    616.3    3.7%
Grupo Columbia    568.9    3.4%
Banco Piano S.A.    364.1    2.2%

 

   As of December 31, 2014
   Total Securitizations
   Ps. (in millions)  Share of total (%)
Grupo Electrónica Megatone    4,098.3    18.7%
Grupo Supervielle    3,553.7    16.2%
Grupo Garbarino    1,966.3    9.0%
Grupo Frávega    1,522.9    6.9%
Grupo Hipotecario    772.9    3.5%
CMR Fallabella    645.4    2.9%
Grupo Comafi    820.4    3.7%
Ribeiro    875.0    4.0%
Grupo Columbia    867.8    4.0%
Grupo Cohen    557.2    2.5%

 

The Bank faces a high degree of competition in virtually all core financial products with respect to pricing (interest rate or fee) and term. The Bank’s strategy in the face of this competition is to maintain aggressive business policies, differentiate itself with respect to product offering and customer service, and redesign processes for greater sales productivity.

 

Notwithstanding this competitive challenge, our strategy for growth, both organic and through acquisitions, has resulted in a 73.3% increase in our private bank loan market share since 2005. Throughout this period, we gained some of the market share lost by several of our larger competitors.

 

Although past performance is not necessarily an indicator of future outcomes, our business model has outperformed other private banks, and the financial system as a whole, looking back over 3-, 5- and 10-year periods. A combination of prudent lending and financial policies, a diversified and stable funding base, and the lack of material exposure to non-financial public securities and other purely financial instruments has resulted in higher levels of profitability and lower volatility of results. The table below shows a comparison of the Bank’s return on average equity to that of the financial system and to the average ROAE of Argentine private banks.

 

 

 

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Consumer Financing

 

CCF offers its products primarily to the middle and lower-middle-income sectors. CCF’s main competitors can be divided into two groups: (1) those that are not subject to Central Bank oversight such as Provencred, Tarjeta Naranja, Tarjetas Cuyanas, Credial and Tarjeta Shopping and (2) those that are subject to Central Bank oversight such as Compañía Financiera Argentina and BST CrediLogros.

 

With respect to its Walmart Argentina private label credit card, CCF’s primary competitors in terms of the types of products offered are Tarjeta Más (issued at Jumbo and Easy and used in Jumbo, Easy, Disco, Vea and Blaisten), Tarjeta Carrefour (issued and used exclusively at Carrefour) and Tarjeta Coto (issued and used exclusively at Coto). However, unlike its competitors, CCF was the first to also issue an open MasterCard credit card, allowing CCF to operate in the banking and retail sectors. Currently, Tarjeta Más is the only other competitor with a similar strategy. In addition, CCF is the sole provider of in-store personal cash loans and consumer loans that may be granted and used immediately at the retail stores.

 

Tarjeta’s competitors vary in terms of region and type of product. Competitors in the lending space include Compañía Financiera Argentina, BST CrediLogros, Banco Columbia, Credil, Corefin and Empresur. In terms of the credit card space, Tarjeta’s main competitor is Tarjeta Naranja, followed by regional competitors such as Nevada and Credimas.

 

With respect to the products offered through the Hipertehuelche channel, even though there are no financial companies dedicated solely to the construction sector, CCF’s competitors include CETELEM, Cuota sí (CFA), DIRECTO and Cuota YA. However, these competitors do not operate in the Patagonia region where Hipertehuelche operates, and are competitors only with respect to the types of products offered.

 

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Mutual Funds and Microfinance Markets

 

With respect to the mutual fund market, based on third party sources we estimate our market share is 2.6% and that SAM is ranked 18th out of 43 managers in the industry. Our main competitors are Galicia Administradora de Fondos S.A.S.G.F.C.I., Macro Fondos S.G.F.C.I.S.A., ICBC Investments S.A.S.G.F.C.I., Francés Administradora de Inversiones S.A.G.F.C.I., Itaú Asset Management S.A.S.G.F.C.I., HSBC Administradora de Inversiones S.A.S.G.F.C.I., BNP Paribas Asset Management Arg S.A.S.G.F.C.I. and Santander Río Asset Management G.F.C.I.S.A.

 

There are no official statistics with respect to the microfinance market in which Cordial Microfinanzas operates. According to private estimates, Cordial Microfinanzas has one of the largest networks of branches and is first in terms of portfolio size and number of customers. As of June 2014, there were 39 microfinance institutions in Argentina, of which non-governmental organizations (“NGOs”) make up the great majority, with only a few corporations. NGOs have a diversified geographic presence and are linked in some cases with public institutions and the development of government policies concerning unemployment and local development. The major players are Cordial, FIE Gran Poder, Emprenda S.A., OMLA S.A. Provincia Microempresa S.A. and Ciudad Microempresas S.A., which accounted for approximately 88.5% of the total current portfolio, according to the Argentine Network of Microfinance Institutions (Red Argentina de Instituciones de Microcrédito, “RADIM”) as of June 2014.

 

Legal Proceedings

 

As of the date of this prospectus, we are not a party to any legal or administrative proceedings for which the outcome is likely to have a material adverse effect on our results of operations.

 

The Bank and CCF are party to proceedings relating to collection efforts and other legal or administrative actions initiated in the normal course of business, including certain class actions initiated against a number of banks and financial companies, including ours, by public and private organizations in connection with alleged overcharging on products and interest rates, among others.

 

Although the provisions regarding class actions held in the Argentine National Constitution and the Consumer Protection Law are currently considered to be insufficient and in need of completion, the Argentine Supreme Court has, nonetheless, admitted class actions, as is the case with lawsuits against financial entities related to “collective interests,” as long as certain procedural requirements are met.

 

The class action lawsuits involving the Bank and CCF are related to alleged overcharging on life insurance, interest rates and administrative charges, consumer loans and credit cards, and interest rates in factoring operations, as well as the inadequacy of the contingency risk charge on checking accounts.

 

These types of class actions were brought against every financial entity in Argentina. Some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges.

 

Our subsidiaries are not parties to any legal proceedings, the outcome of which is likely to have a material adverse effect on their respective results of operations.

 

Employees

 

We had 4,714 employees at September 30, 2015, 4,579 employees at December 31, 2014, 4,570 employees at December 31, 2013 and 4,584 employees at December 31, 2012.

 

At the holding company we had six employees at September 30, 2015, five employees at December 31, 2014, eight employees at December 31, 2013 and ten employees at December 31, 2012. At September 30, 2015, December 31, 2014, 2013 and 2012, the Bank had 3,288, 3,200, 3,225 and 3,225 employees, respectively. At September 30, 2015, 64.8% of the Bank’s employees were members of a national union in which membership is optional. The Bank has not experienced any significant conflicts with this union. All management positions in the Bank are held by non-union employees. At September 30, 2015, the Bank’s employees were under collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, while the Bank’s managers were covered by general contractual labor laws. However, senior management, as is the case for all other banks in Argentina, is not under a union’s supervision with respect to remuneration and other labor conditions and follows the applicable regulation in this respect.

 

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The Bank currently does not maintain any pension or retirement program for its employees. In order to incentivize the performance of its employees, the Bank implemented several incentive payment plans for its employees linked to performance and results.

 

At September 30, 2015, December 31, 2014, 2013 and 2012, CCF had 693, 944, 1,004 and 1,049 employees, respectively. At September 30, 2015, 65.5%% of CCF’s employees were under the collective bargaining agreement Convenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio), which regulates labor contracts of non-banking, financial institutions. The remaining 34.5% of employees, all managers and some senior analysts, were covered only by general contractual labor laws. In addition, at September 30, 2015, 2.2% of CCF’s employees were members of the Commerce Employees Union (Sindicato de Empleados de Comercio).

 

At September 30, 2015, December 31, 2014, 2013 and 2012, Tarjeta had 480, 205, 214 and 190 employees, respectively. At September 30, 2015, 89.2% of Tarjeta’s employees were under the collective bargaining agreement Convenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio). The remaining 10.8% of employees, all managers and some senior analysts, were covered by general contractual labor laws.

 

At September 30, 2015, December 31, 2014, 2013 and 2012, Cordial Microfinanzas had 69, 61, 53 and 74 employees, respectively. As of September 30, 2015, the collective bargaining agreement Convenio de Comercio covered 31% of Cordial Microfinanzas’s employees and the collective bargaining agreement Convenio Colectivo de Viajantes de Comercio No. 308/75 covered 50% of Cordial Microfinanzas’s employees. The remaining 19% of Cordial Microfinanzas’s employees were covered by general contractual labor laws. At September 30, 2015, one of Cordial Microfinanzas’s employees was an union member.

 

At September 30, 2015 SAM had 12 employees up from December 31, 2014, 2013 and 2012, when SAM had 9 employees. Employees of SAM are not unionized and are covered only by general contractual labor laws. SAM currently does not maintain any pension or retirement program for its employees. SAM incentivizes employee performance through several incentive payment plans linked to performance and results.

 

At September 30, 2015, December 31, 2014, 2013 and 2012, Espacio Cordial had 104, 101, 57 and 27 employees, respectively. At September 30, 2015, 100.0% of Espacio Cordial’s employees were under the collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, including the Bank’s. In addition, at September 30, 2015, 62.5% of Espacio Cordial’s employees were union members.

 

At September 30, 2015, Supervielle Seguros had 62 employees. At September 30, 2015, 1.6% of its employees were under the collective bargaining agreement No. 264/95 Convenio Colectivo de Empleados de Seguros y Reaseguros. In addition, as of September 30, 2015, one of Supervielle Seguros employees was an union member from the Sindicato del Seguro de la República Argentina.

 

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Compensation

 

Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups together companies according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking sector, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees’ trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

 

For the past ten years, negotiations have taken place during the first half of the year.

 

In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increases or variable compensation schemes.

 

Properties

 

Grupo Supervielle and, with the exception of the Bank, our subsidiaries, do not own any material real property.

 

The Bank owns 6,300 square meters of office space at Reconquista 330 in Buenos Aires and San Martín/Espejo in Mendoza for management, administrative and other commercial purposes and for central area personnel. The Bank also owns 2,045 square meters for retail branch properties in Mendoza and Buenos Aires, 3,622 square meters of land on San Luis and Mendoza City and 11,076 square meters of properties not related to our core business, 4,214 square meters of which correspond to an acquisition for a total of Ps.165 million of four office units and parking spaces located at Avenida L. N. Alem 1035 for a probable future reallocation of our staff. The remainder of property not related to our core business was sold in 2015.

 

The rest of our administrative buildings and offices (including our headquarters), branches, senior citizen service centers, sales and collection centers and storage properties are leased pursuant to arm’s length agreements.

 

We sublease to the Bank the offices where its headquarters are located at Bartolomé Mitre 434, 5th Floor, City of Buenos Aires.

 

Corporate Social Responsibility

 

We have integrated corporate social responsibility and sustainability into our business model and commercial activity.

 

We promote accessibility and address the needs of segments that have traditionally been excluded from the financial system.

 

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Our social responsibility plan is built around the following core programs and concepts, which we have developed through our largest subsidiary, the Bank:

 

Programs for the Aging. We offer several training programs to senior citizens. Our Grandparents Online Program (Programa Abuelos en Red) is a program through which we have helped train more than 25,000 elderly people through introductory digital technology courses and get senior citizens involved in volunteer programs for the indigent. In the same vein, our We Teach Professions Program (Programa Enseñemos Nuestros Oficios) has been successfully established in six rural communities in the provinces of San Luis and Mendoza and organizes job fairs for senior citizens.

 

Programs for Children. We support various fundraising events for children education and donate food and supplies to indigent children. The Bank has made it possible to keep a maternal and child center open for two days a week in a low-income area in the City of Buenos Aires.

 

Institutional Strengthening. The Bank sponsors innovation prizes and theater projects for local communities to build better communities and institutions.

 

Education. The Bank sponsors entrepreneur competitions, education programs and mentorship programs. For example, Teach for Argentina (Enseña por Argentina) gives underprivileged children contact with the workplace and offer them tools to develop personally and professionally. The program allows high school seniors to join the labor market and experience the day-to-day reality of the workplace.

 

Another one of the pillars of our commitments to corporate social responsibility and sustainability is the provision of financial assistance to SMEs that comply with certain environmental and social policies. We also run social responsibility programs that we have developed within the communities where we have a presence. We aim to respond and pay attention to interest groups, shareholders and investors, the community, customers, suppliers, employees, the media and authorities. We hope to build relationships with and gain the confidence of the members of the community and meet their needs.

  

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ARGENTINE BANKING REGULATION

 

Overview

 

Founded in 1935, the Central Bank is the principal monetary and financial authority in Argentina. Its mission is to promote monetary and financial stability, employment and economic development with social equity. It operates pursuant to its charter, which was amended in 2012 by Law No. 26,739 and the provisions of the FIL. Under the terms of its charter, the Central Bank must operate independently from the Argentine government.

 

Since 1977, banking activities in Argentina have been regulated primarily by the FIL, which empowers the Central Bank to regulate the financial sector. The Central Bank regulates and supervises the Argentine banking system through the Superintendency. The Superintendency is responsible for enforcing Argentina’s banking laws, establishing accounting and financial reporting requirements for the banking sector, monitoring and regulating the lending practices of financial institutions and establishing rules for participation of financial institutions in the foreign exchange market and the issuance of bonds and other securities, among other functions.

 

The powers of the Central Bank include the authority to fix the monetary base, set interest rates, establish minimum capital, liquidity and solvency requirements, regulate credit, approve bank mergers, approve certain capital increases and transfers of stock, grant and revoke banking licenses, and to authorize the establishment of branches of foreign financial institutions in Argentina and the extension of financial assistance to financial institutions in cases of temporary liquidity or solvency problems.

 

The Central Bank establishes different technical ratios that must be observed by financial entities with respect to levels of solvency, liquidity, the maximum credits that may be granted per customer and foreign exchange asset and liability positions.

 

In addition, financial entities need authorization from the Central Bank for the disposition of their assets, such as opening or changing branches or ATMs, acquiring share interests in other financial or non-financial corporations and establishing liens over their assets, among others.

 

As the supervisor of the financial system, the Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis. These reports, which include balance sheets and income statements, information related to reserve funds, use of deposits, classifications of portfolio quality (including details on principal debtors and any allowances for loan losses), compliance with capital requirements and any other relevant information, allow the Central Bank to monitor the business practices of financial entities. In order to confirm the accuracy of the information provided, the Central Bank is authorized to carry out inspections.

 

If the Central Bank’s rules are not complied with, various sanctions may be imposed by the Superintendency, depending on the level of infringement. These sanctions range from a notice of non-compliance to the imposition of fines or, in extreme cases, the revocation of the financial entity’s operating license. Additionally, non-compliance with certain rules may result in the compulsory filing of specific adequacy or restructuring plans with the Central Bank. These plans must be approved by the Central Bank in order for the financial institution to continue to operate.

 

Banking Regulation and Supervision

 

Central Bank Supervision

 

Since September 1994, the Central Bank supervised Argentine financial institutions on a consolidated basis. Such institutions must file periodic consolidated financial statements that reflect the operations of headquarters, their branches in Argentina and abroad, and their significant subsidiaries, whether domestic or foreign. Accordingly, requirements in relation to liquidity and solvency, minimum capital, risk concentration and loan loss provisions, among others, should be calculated on a consolidated basis.

 

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Permitted Activities and Investments

 

The FIL governs any individuals and entities that serve as financial intermediaries and, as such, are part of the financial system, including commercial banks, investment banks, mortgage banks, financial companies, savings and loan companies for residential purposes and credit unions. Except for commercial banks, which are authorized to conduct all financial activities and services that are established by law or by regulations of the Central Bank, the activities that may be carried out by Argentine financial entities are set forth in the FIL and by related Central Bank regulations. Some of the activities permitted for commercial banks include the ability to (i) receive deposits from the public in both local and foreign currency; (ii) underwrite, acquire, place or negotiate debt securities, including government securities, in both exchange and over-the-counter markets (subject to prior approval by the CNV, if applicable); (iii) grant and receive loans; (iv) guarantee customers’ debts; (v) conduct foreign currency exchange transactions; (vi) issue credit cards; (vii) act, subject to certain conditions, as brokers in real estate transactions; (viii) carry out commercial financing transactions; (ix) act as registrars of mortgage bonds; (x) participate in foreign exchange transactions; and (xi) act as fiduciary in financial trusts. In addition, pursuant to the FIL and Central Bank Communication “A” 3086, as amended, commercial banks are authorized to operate commercial, industrial, agricultural and other types of companies that do not provide supplemental services to the banking services (as defined by applicable Central Bank regulations) to the extent that the commercial bank’s interest in such companies does not exceed 12.5% of its voting stock or its capital stock. Nonetheless, if the aforementioned limits were to be exceeded, the bank should (i) request Central Bank’s authorization; or (ii) give notice of such situation to the referred authority, as the case may be. However, even when commercial banks’ interests do not reach such percentages, they are not allowed to operate such companies if (i) such interest allows them to control a majority of votes at a shareholders’ or board of directors’ meeting, or (ii) the Central Bank does not authorize the acquisition.

 

Furthermore, pursuant to Communication “A” 5700, commercial banks are authorized to hold interests in local or foreign companies that have one or two of the exclusive corporate purposes listed in section 2.2 of Communication “A” 5700, in which the commercial bank’s interest either exceeds 12.5% of such companies’ voting stock or allows the commercial bank to control a majority of votes at a shareholders’ or board of directors’ meeting. If the corporate purposes of such companies include two of the corporate purposes listed in section 2.2 of Communication “A” 5700, the authorization of the Central Bank is required.

 

Under Central Bank regulations, the total amount of the investments of a commercial bank in the capital stock of third parties, including interests in Argentine mutual funds, may not exceed 50% of such bank’s regulatory capital (Responsabilidad Patrimonial Computable, or “RPC”). In addition, the total amount of a commercial bank’s investments in the following, taken as a whole: (i) unlisted stock, excluding interests in companies that provide services that are supplementary to the finance business and interests in state-owned companies that provide public services, (ii) listed stock and interests in mutual funds that do not give rise to minimum capital requirements on the basis of market risk, and (iii) listed stock that does not have a “largely publicly available market price”, is limited to 15% of such bank’s RPC. To this effect, a given stock’s market price is considered to be “largely publicly available” when daily quotations of significant transactions are available, and the sale of such stock held by the bank would not significantly affect the stock’s quotation.

 

Operations and Activities that Banks Are Not Permitted to Perform

 

The FIL prohibits commercial banks from: (a) placing liens on their own assets without prior approval from the Central Bank, (b) accepting their own shares as collateral, (c) conducting transactions with their own directors or managers and with companies or persons related thereto under terms that are more favorable than those regularly offered in transactions with other clients, and (d) carrying out commercial, industrial, agricultural or other activities without prior approval of the Central Bank, except those considered financial activities under Central Bank regulations. Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank, and may own shares or debt of public services companies, if necessary to obtain those services.

 

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Liquidity and Solvency Requirements

 

Legal Reserve

 

According FIL rules and Central Bank regulations, financial institutions are required to maintain a Legal Reserve to be funded with no more than 20% and no less than 10% of their yearly income. This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all other reserves. If a financial institution does not comply with the required legal reserve, it may not pay dividends to its shareholders. For further information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

Non-liquid Assets

 

Since February 2004, non-liquid assets (computed on the basis of their closing balance at the end of each month, and net of those assets that are deducted to compute the regulatory capital) plus the financings granted to a financial institution’s related parties (computed on the basis of the highest balance during each month for each customer) cannot exceed 100% of the regulatory capital of the financial institution, except for certain particular cases in which it may exceed up to 150%.

 

Non-liquid assets consist of miscellaneous assets and receivables, bank property and equipment, assets securing obligations, except for swap, futures and derivative transactions, certain intangible assets and equity investments in unlisted companies or listed shares, if the holding exceeds 2.5% of the issuing company’s equity. Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.

 

Minimum Capital Requirements

 

The Central Bank requires financial institutions to maintain minimum capital amounts measured as of each month’s closing. The minimum capital is defined as the greater of (i) the basic minimum capital requirement, which is explained below, or (ii) the sum of the credit risk, market risk and operational risk. Financial institutions (together with their branches in Argentina and abroad) must comply with minimum capital requirements both on an individual and a consolidated basis.

 

The following table sets forth information regarding excess capital and selected capital and liquidity ratios of the Bank, consolidated with CCF:

 

   Period ended September 30,  Year ended December 31,
   2015  2014  2013  2012
   (in thousands of Pesos, except percentages)
Calculation of excess capital:            
Allocated to assets at risk    1,822,195    1,497,829    1,137,314    710,962 
Allocated to Bank premises and equipment, intangible assets and equity    98,231    81,876    40,906    37,019 
Market risk    53,771    51,073    32,704    3,884 
Interest rate risk                81,280 
Public sector and securities in investment account    39,539    7,516    16,412    2,584 
Operational risk    490,287    467,629    351,912    242,626 
Required minimum capital under Central Bank regulations    2,504,023    2,105,923    1,579,248    1,078,355 
Basic net worth    2,367,007    2,033,758    1,531,341    831,777 
Complementary net worth    557,203    532,097    444,050    510,916 
Deductions    (256,345)   (228,529)   (203,125)   (210,782)
Total capital under Central Bank regulations    2,667,865    2,337,326    1,772,266    1,131,911 
Excess capital    163,842    231,403    193,018    53,556 
                     
Selected capital and liquidity ratios:                    
Regulatory capital/credit risk weighted assets(1)    11.8%   12.8%   12.9%   12.8%
Regulatory capital/risk weighted assets(2)    8.5%   8.9%   9.0%   N/A 
Average shareholders’ equity as a percentage of average total assets    9.6%   9.5%   9.6%   9.5%
Total liabilities as a multiple of total shareholders’ equity    10.2x   10x   9.9x   10.8x
Cash as a percentage of total deposits    18.6%   21.5%   20.7%   23.8%
Liquid assets as a percentage of total deposits    23.9%   26.4%   24.4%   25.7%
Liquid assets as a percentage of total deposits (extended)    41.3%   43.2%   46.4%   51.2%

 

 

(1) Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.
(2) Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.

 

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The capital composition to be considered in order to determine compliance with minimum capital requirements is the financial institution’s RPC (Communication “A” 5580).

 

Minimum capital requirements of commercial banks acting as custodians of securities representing investments of the Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino and/or as registrar of mortgage securities must comply with an extra 0.25% of the value of securities in custody and/or mortgage securities and must be invested in Argentine public bonds or monetary regulation instruments.

 

In addition, pursuant to Communication “A” 5694 of the Central Bank, those entities considered as domestic systemically important (D-SIB), must take into account an extra minimum capital requirement, equivalent to 1% of the total risk-weighted assets (RWA), which they must comply with using exclusively ordinary capital level 1 (Con1), as described below, according to the following schedule (currently, RWA arises from multiplying the required minimum capital under Central Bank regulations by 12.5):

 

   January/March  April/June  July/September  October/December
2016    0.075    0.15    0.225    0.30 
2017    0.375    0.45    0.525    0.60 
2018    0.675    0.75    0.825    0.90 
From January 2019         1           
                       

We are not considered a D-SIB.

 

Basic Minimum Capital

 

The basic minimum capital requirement varies depending on the type of financial institution and the jurisdiction in which the financial institution’s headquarter is registered, with Ps.26 million for banks under category I and II (Ps.12 million for other financial entities under this category), and Ps.15 million for banks under category III to VI (Ps.8 million for other financial entities under this category).

 

Category   Banks   Other Entities (*)
I and II     Ps.26 million     Ps.12 million
III and IV     Ps.15 million     Ps.8 million

 

 

(*) Except credit entities.

 

Additionally, financial entities located in ports and airports must comply with Category I requirements and those entities engaged in foreign trade transactions must comply with the requirements applicable to banks under such category.

 

Notwithstanding the foregoing, the regulatory capital of commercial banks acting as custodians of securities representing investments of the Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino must be equal to or exceed the greater of Ps.400 million or an amount equivalent to 1% of the total book value of the securities in custody.

 

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Description of Argentine Tier 1 and Tier 2 Capital Regulations

 

Argentine financial institutions must comply with guidelines similar to those adopted by the Basel Committee on Banking Regulations and Supervisory Practices, as amended in 1995 (the “Basel Rules”). In certain respects, however, Argentine banking regulations require higher ratios than those set forth under the Basel Rules.

 

The Central Bank takes into consideration a financial institution’s RPC in order to determine compliance with capital requirements. Pursuant to Communications “A” 5369 and “A” 5580, as amended and supplemented, RPC consists of Tier 1 capital (Basic Net Worth) and Tier 2 capital (Complementary Net Worth).

 

Tier 1 capital consists of (i) ordinary capital level 1 (COn1), (ii) deductible items from ordinary capital level 1 (CDCOn1), (iii) additional capital level 1 (CAn1), and (iv) deductible items from additional capital level 1 (CDCAn1).

 

COn1 includes the following net worth items: (i) capital stock (excluding preferred stock), (ii) non-capitalized capital contributions (excluding share premium), (iii) adjustments to shareholders’ equity, (iv) earnings reserves (excluding the special reserve for debt instruments), (v) unappropriated earnings, (vi) other results either positive or negative, in the following terms:

 

with respect to results from prior fiscal years, 100% of net earnings or losses recorded until the last quarterly financial statements with limited review report, corresponding to the last full fiscal year and in respect of which the auditor has not issued the audit report;

 

100% of net earnings or losses for the current year as of the date of the most recent audited quarterly financial statements;

 

50% of profits or 100% of losses for the most recent audited quarterly or annual financial statements; and

 

100% of losses not shown in the financial statements, arising from quantification of any facts and circumstances reported by the auditor;

 

(vii) share premiums of the instruments included in COn1, and, in the case of consolidated entities, (viii) minority shareholdings (common shares issued by subsidiaries subject to consolidated supervision and belonging to third parties, if certain criteria are met).

 

In order for the shares to fall under COn1, at the time of issuance, the financial entity must not generate any expectation that such shares will be reacquired, redeemed or amortized, and the contractual terms must not contain any clause that might generate such an expectation.

 

The above-mentioned items will be considered without certain deductions pursuant to subsection 8.4.1 and 8.4.2 (as applicable) of the Central Bank Communication “A” 5580.

 

Items deductible from COn1 include, among other things: (a) positive balances resulting from the application of income tax withholdings above 10% of the previous months of basic net worth; (b) deposits maintained in a corresponding account with a foreign financial institutions that are not rated as “investment grade,” (c) debt securities not held by the relevant financial institutions, except in the case of securities registered by or in custody of the Central Bank (CRYL), Caja de Valores S.A., Clearstream, Euroclear, Depository Trust Company or Deutsche Bank, New York, (d) securities issued by foreign governments whose credit rating is at least ‘investment grade’ according to Communication “A” 5671; (e) subordinated debt instruments issued by other financial institutions; (f) certain credits related to the application of tax deferrals; (g) shareholders; (h) real property added to the assets of the financial entity and with respect to which the title deed is not duly recorded at the pertinent Argentine real property registry, except where such assets shall have been acquired in a court-ordered auction sale; (i) goodwill; (j) organization and development costs; (k) items pending allocation, debtor balances and other; (l) certain assets, as required by the Superintendency resulting from differences between carry amount and the fair value of assets or actions taken to distort or disguise the true nature or scope of operations; (m) any deficiency relating to the minimum loan loss provisions required by the Superintendency; (n) equity interests in companies that have the following activities: (i) financial assistance through leasing or factoring agreements, (ii) transitory equity acquisitions in other companies in order to further their development to the extent the ultimate purpose is selling such interest after development is accomplished and (iii) the issuance of credit or debit cards as provided by Communication “A” 5700; (o) excess in the granting of asset-backed guaranties, according to Central Bank’s regulations; (p) the highest balance of that month’s financial assistance to the public sector, when certain conditions are met; (q) earnings from sales related to securitizations under certain circumstances; (r) gains and losses related to derivative transactions due to changes in the credit risk of the financial institution; (s) losses from derivatives under certain circumstances and (t) equity interests in other Argentine or foreign financial institutions subject to a consolidated supervision.

 

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CAn1 includes certain debt instruments of financial entities not included under COn1 and meet the regulatory criteria established in section 8.3.2 of Communication “A” 5580 (as amended and supplemented), and share premiums resulting from instruments included in CAn1. Furthermore, in the case of consolidated entities, it includes instruments issued by subsidiaries subject to consolidated supervision and belonging to third parties, pursuant to applicable regulatory requirements.

 

Moreover, debt instruments included under CAn1 must comply with the following requirements:

 

•      Must be totally subscribed and paid in full.

 

•      Subordinated to depositors, unsecured creditors and to the subordinated debt of the financial entity. The instruments must contemplate that in the case of the entity’s bankruptcy and once all debts with all the other creditors are satisfied, its creditors shall have priority in the distributions of funds only and exclusively with respect to the shareholders (irrespective of their class), with the express waiver of any general or special privilege.

 

•      Must not be insured or guaranteed by the issuer or a related entity, and with no agreement improving, either legally or economically, the payment priority in the case of the entity’s bankruptcy.

 

•      They shall not contemplate any type of capital payment, except in the case of liquidation of the financial entity. Provisions gradually increasing remuneration or other incentives for anticipated amortization are not allowed.

 

•      After 5 years as from the issuance date, the financial entity can buy back the debt instruments if: (i) it has the previous authorization of the Superintendency, (b) the entity does not create any expectations regarding the exercise of the purchase option, and (c) the debt instrument is replaced by a RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised its RPC significantly exceeds at least by 20% of the minimum capital requirements.

 

•      Any capital repayment requires previous authorization from the Superintendency. In the case of a capital repayment, the financial entity must not create any market expectations regarding the granting of such authorization.

 

•      The financial entity can pay dividends/interest coupons at any time. The included dividends/interest coupons shall not have periodic adjustments because of the financial entity’s credit risk.

 

•      Debt instruments should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

 

•      Debt instruments should not have been bought with direct or indirect financing from the financial entity and they shall not contain elements that make re-capitalization difficult.

 

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Instruments considered liabilities must absorb losses once a pre-established triggering event takes place. The instruments must do so through their conversion into common shares and a mechanism assigning losses to the instrument. Tier 2 capital consists of (i) certain debt instruments of financial entities not included in Tier 1 capital and which meet the regulatory criteria established in section 8.3.3 of Communication “A” 5580 (as amended and supplemented), (ii) share premium from instruments included in Tier 2 capital, and (iii) loan loss provisions on the loan portfolio of debtors classified as being in a “normal situation” pursuant to Central Bank regulations on debtor classification and on financings with class “A” preferred securities not exceeding 1.25% of the assets measured for credit risk. Additionally, in the case of consolidated entities, it includes (iv) debt instruments issued by subsidiaries subject to a consolidated supervision and belonging to third parties, if they meet the criteria in order to be included under complementary net worth.

 

The above-mentioned items will be considered minus deductible items pursuant to section 8.4.2 of Communication “A” 5580 (as amended and supplemented) issued by the Central Bank, which is described below.

 

Moreover, debt instruments included under complimentary net worth must comply with the following requirements:

 

•      Must be totally subscribed and paid in full.

 

•      Subordinated to depositors, unsecured creditors and the subordinated debt of the financial entity.

 

•      Must not be insured or guaranteed by the issuer or a related entity, and has no agreement in place to improve payment priority in the case of the entity’s bankruptcy either legally or economically.

 

•      Maturity: (i) original maturity date within no less than 5 years, (ii) clauses considering gradually increasing remuneration or other incentives for anticipated amortization are not allowed, and (iii) from the beginning of the last five years of life of the indebtedness, the computable amount will be diminished by 20% of its nominal issuance value. After 5 years as from the issuance date, the financial entity can buy back the debt instruments with the previous authorization of the Superintendency, and if the entity does not create any expectations regarding the exercise of the purchase option. The debt instrument must be replaced by an RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised its RPC significantly exceeds at least in a 20% of the minimum capital requirements.

 

•      The investor shall not be entitled to accelerate the repayment of future projected payments, except in the case of bankruptcy or liquidation.

 

•      They cannot incorporate dividends/coupons with periodic adjustments linked to the financial entity’s credit risk.

 

•      They should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

 

•      They should not have been bought with direct or indirect financing from the financial entity.

 

Additionally, instruments included in Tier 2 capital and CAn1, shall meet the following conditions in order to assure their loss-absorbency capacity:

 

a)    Their terms and conditions must include a provision pursuant to which the instruments must absorb losses–either through a release from debt or its conversion into ordinary capital–once a triggering event has occurred, as described hereunder.

 

b)   If the holders receive compensation for the debt release performed, it should be carried out immediately and only in the form of common shares, pursuant to applicable regulations.

 

c)   The financial entity must have been granted the authorization required for the immediate issuance of the corresponding common shares in the case of a triggering event, as described below.

 

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Triggering events of regulatory provisions described above are: (i) when the solvency or liquidity of the financial entity is threatened and the Central Bank rejects the regularization plan submitted or revokes its authorization to function, or authorizes restructuring protecting depositors (whichever occurs first), or (ii) upon the decision to capitalize the financial entity with public funds.

 

The Bank has issued three series of subordinated notes, all of which are outstanding as of the date of this prospectus. The series issued in 2013 and 2014 comply with all the requirements described above. However, the series issued in November 2010 is not in compliance with the requirements because it was issued prior to the effectiveness of Communication “A” 5580. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding— Bank – Foreign currency denominated Subordinated Notes.”

 

Further criteria regarding the eligibility of items included in the RPC calculation must be followed pursuant to the regulatory requirements of minority and other computable instruments issued by subsidiaries, subject to consolidated supervision by third parties. A minority shareholding may be included in COn1 of the financial entity if the original instrument complies with the requirements established for its qualification as common shares regarding the RPC.

 

Deductible items applied to the different capital levels:

 

Investments in computable instruments under the financial entity’s RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer’s ordinary capital according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; (iii) securities issued to be placed within 5 business days. When the holdings in other financial entity’s capital (individually representing less than 10% of each issuer’s COn1) exceed 10% of the COn1 of the financial entity, net of deductions, the amount over 10% must be deducted from each one of the capital levels according to the following formula:

 

•      Amount to be deducted from COn1: the amount exceeding 10% multiplied by the proportion of holdings of COn1 over total capital interests.

 

•      Amount to be deducted from CAn1: the amount exceeding 10% multiplied by the proportion of holdings of CAn1 over total capital interests.

 

•      Amount to be deducted from complementary net worth: the amount exceeding 10% multiplied by the proportion that represents the holdings of complementary net worth over total capital interests.

 

Investments in computable instruments under the financial entity’s RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer’s ordinary capital or when the issuer is a subsidiary of a financial entity according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; and (iii) securities issued to be placed within 5 business days.

 

Limitations

 

Communication “A” 5580 (as amended and supplemented) establishes minimum thresholds regarding capital integration: (i) for COn1, the amount resulting from multiplying the capital risk weighted assets (“RWA”) by 4.5% ; (ii) for the basic net worth, the amount resulting from multiplying the RWA by 6% and (iii) for the RPC, the amount resulting from multiplying the RWA by 8%. It is important to note that the RWA calculation results from multiplying the required minimum capital under Central Bank regulations by 12.5. The failure to comply with any of these limitations is considered an infringement of the minimum capital integration requirements.

 

Economic Capital

 

Communication “A” 5398 of the Central Bank requires financial institutions to have an integrated global internal process in place to assess the adequacy of their economic capital based on their risk profile (the “Internal Capital Adequacy Assessment Process” or “ICAAP”), as well as a strategy aimed at maintaining their regulatory capital. If, as a result of this internal process, it is found that the regulatory capital is insufficient, financial institutions must increase regulatory capital based on their own estimates to meet the regulatory requirement.

 

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The economic capital of financial institutions is the amount of capital required to pay not only unexpected losses arising from exposure to credit, operational and market risks, but also those arising from other risks to which the financial institution may be exposed.

 

Financial institutions must demonstrate that their internal capital targets are well-funded and adequate in terms of their general risk profile and operations. The ICAAP should take into consideration all material risks to which the institution is exposed. To this end, institutions must define an integral process for the management of credit, operational, market, interest rate, liquidity, securitization, graduation, reputational and strategic risks and use stress tests to assess potential adverse scenarios that may affect their regulatory capital.

 

The ICAAP must include stress tests supplementing and validating any other quantitative or qualitative approach employed by the institution in order to provide the board of directors and senior management with a deeper understanding of the interaction among the various types of risk under stress conditions. In addition, the ICAAP must consider the short- and long-term capital needs of the institution and ensure the prudent accumulation of excess capital during positive periods of the economic cycle.

 

The required amount of capital of each institution shall be determined based on its risk profile, taking into consideration other external factors such as the effects of the economic cycle and the economic scenario.

 

Requirements Applicable to Dividend Distribution

 

The Central Bank imposed restrictions on the payment of dividends, limiting the ability of financial institutions to distribute dividends without its prior consent.

 

By means of Communication “A” 5273 (as amended and supplemented), the Central Bank amended and restated its regulations regarding dividend distribution by financial institutions. Pursuant to such regulation, the Superintendency will review the ability of a financial institution to distribute dividends upon request for approval by the institutions. The request must be filed within 30 business days prior to the shareholders’ meeting that will approve the institution’s annual financial statements. The Superintendency may authorize the distribution of dividends when each of the following circumstances are applicable during the month preceding the request:

 

(i)the financial institution is not subject to a liquidation procedure or the mandatory transfer of assets ordered by the Central Bank in accordance with section 34 or 35 bis of the FIL;

 

(ii)the financial institution is not receiving financial assistance from the Central Bank;

 

(iii)the financial institution is in compliance with its reporting obligations to the Central Bank;

 

(iv)the financial institution is in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchise granted by the Superintendency) and with minimum cash reserves (on average), whether in Pesos, foreign currency or securities issued by the public sector; and

 

(v)the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party’s operating volume, its liability and the title or function that such party holds.

 

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Financial institutions that comply with all of the above-mentioned conditions may distribute dividends up to an amount equal to: (i) the positive balance of the account “unappropriated earnings” (“resultados no asignados”) at the end of the fiscal year, (ii) plus voluntary reserves for future dividend payments and (iii) minus voluntary reserves and mandatory statutory reserves and other items, such as (a) balance of account related to payments made under pesification judicial rulings; (b) the net positive balance of the book-value and the market-value of certain public debt securities and Central Bank notes that the financial institution owns that are not marked to market; (c) unrecorded adjustments of asset value informed by the Superintendency or mentioned by external auditors on their report; (d) individual exemptions for asset valuation granted by the Superintendency; (e) balance of judicial deposits in foreign currency and accounting value of such deposits as required by Law No. 25,561 and Decree No. 214/02; and (f) net results of losses due to application of rules for valuation of securities of the non-financial public sector and monetary regulations of the Central Bank.

 

Dividends cannot be paid, however, in any of the following circumstances:

 

if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro-forma position after making the dividend payment;

if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%; and/or

if the financial institution received any kind of financial assistance from the Central Bank due to liquidity problems, pursuant to Section 17 of the Central Bank’s charter.

 

In addition, for financial institutions that are branches of foreign financial institutions, the Superintendency will consider the liquidity and solvency of their headquarters and the markets in which they operate.

 

Pursuant to Communication “A” 5580, the minimum regulatory capital has to account for the requirement of counterparty risk capital for securitizations for every ongoing transaction at the time of determination.

 

Central Bank´s Communication “A” 5689, dated January 8, 2015, set forth that financial entities shall make an accounting entry for and provide information about any administrative and/or disciplinary penalties, and adverse criminal judgments issued by courts, which were applied or filed by the Central Bank, the UIF, the CNV and the National Insurance Superintendence (SSN). Beginning in January 2015, the amount corresponding to the accounting entry shall include all of the penalties and a provision for 100% of each penalty must be made. Such provisions must be maintained until payment is made or a final judgment is issued. According to Central Bank Communication “A” 5707, if dividends are to be distributed, this amount shall also be deducted from the distributable amount.

 

In January 2015, Communication “A” 5694 of the Central Bank also established that those entities considered domestic systemically important (D-SIB) must take into account an extra minimum capital requirement equivalent to 1% of the total risk-weighted assets which they must comply with using exclusively ordinary capital level 1 (Con1) according to the schedule described under “—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution” (currently, RWA is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5). According to Central Bank Communication “A” 5707, if dividends are to be distributed, this requirement becomes effective immediately.

 

Credit Risk

 

The minimum capital requirement in respect of counterparty risk (“CRC”) must be calculated by dividing the sum of each item’s daily balance by the amount of days corresponding to the month. The capital requirement for counterpart risk is defined as:

 

CRC = k * (0.08* APRc + no DvP + RCD) + INC + IP.

 

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Variable “k” is determined by the rating (1 is the strongest, 5 is the weakest) assigned to the financial entity by the Superintendency, pursuant to the following scale:

 

Rating  K Factor
 1    1 
 2    1.03 
 3    1.08 
 4    1.13 
 5    1.19 

 

“APRc” stands for capital risk weighted assets calculated by adding the value obtained from applying the following formula:

 

A * p + PFB * CCF * p

 

Variable “A” is computable assets, “PFB” is computable items which are not registered on the balance sheet (off balance sheet), “CCF” is the conversion credit factor and “p” is risk measure.

 

Additionally, “no DvP” refers to transactions that do not involve delivery against payment; “DvP” refers to failed delivery against payment transactions;

 

“RCD” refers to requirements for counterparty risk in over-the-counter transactions.

 

The “INC” variable refers to incremental minimum capital requirements based on any excess in other technical ratios (such as those relating to fixed assets, credit risk diversification and rating and limitations on transactions with related clients) and resulting credit exposure from the sum of positions not covered by contracts to hedge changes in commodity prices.

 

The variable “IP” refers to the incremental minimum capital requirements originated in the extension of the general limit of the negative foreign currency net global position.

 

Each type of asset is weighted according to the level of risk assumed to be associated with it. In broad terms, the weights assigned to the different types of assets are:

 

Type of Asset  Weighting (%)
Cash and cash equivalents     
Cash held in treasury, in transit (when the financial institution assumes responsibility and risk for transportation), in ATMs, in checking accounts and in special accounts with the Central Bank, gold coins or bars    0 
Cash items in the process of collection, cash in armored cars and in custody at financial institutions.    20 
Exposure to governments and central banks     
To the Central Bank denominated and funded in pesos.    0 
To the public non-financial sector denominated and funded in pesos, including securitized exposures.    0 
To the public non-financial sector arising from financing granted to social security beneficiaries or public employees (with discount code).    0 
To the public non-financial sector and the Central Bank. Other.    100 
To other sovereign states or their central banks and other foreign public non-financial sector institutions.    100 
To the Bank for International Settlements, the IMF, the European Central Bank and the European Community.    0 
Exposure to the Multilateral Development Banks (MDB)     
The International Bank for Reconstruction and Development (IBRD), the International Finance Corporation (IFC), the Inter-American Development Bank (IDB), the European Investment Bank (EIB), the Asian Development Bank (ADB), the African Development Bank (AFDB), the European Investment Fund (EIF), the Nordic Investment Bank (NIB), the Caribbean Development Bank (CBD), the Islamic Development Bank (IDB) and the European Council Development Bank (ECDB)    0 
Other.    100 
Exposure to local financial institutions     
Denominated and funded in pesos arising from transactions with an initial contractual term of up to 3 months    20 
Other    100 
Exposure to foreign financial institutions    100 
Exposure to local and foreign companies and other entities - including national foreign exchange entities, insurance companies, brokerage houses and other companies considered non-financial private sector entities pursuant to the provisions of Section 1 of the regulations governing the “Financing of the non-financial public sector”    100 
Exposures included in the retail portfolio     
Loans to individuals (provided that installments of loans granted by the institution do not exceed, at the time of the agreements, 30% of borrower’s income) and to Micro, Small- and Medium-Sized Companies (“MiPyMEs”).    75 
Other    100 
Exposures guaranteed by reciprocal guaranty companies (sociedades de garantía recíproca) or public security funds registered with the registries authorized by the Central Bank    50 
Primary mortgages and mortgages of any ranking on residential homes, to the extent the entity is the mortgagee     
If credit facility does not exceed 75% of the appraised value of such real property     
- Sole, permanently-occupied family home.    35 
- Other    50 
On the amount exceeding 75% of the appraised value of such real property    100 
Primary mortgages and mortgages of any ranking other than on residential homes, to the extent the entity is the mortgagee     
Up to 50% of the lower of the real property market value or 60% of the mortgage loan.    50 
On the remaining portion of the loan.    100 
Delinquent loans over 90 days     
Weighting varies according to the loan and specific provisions Created    50-150 
Interests in companies    150 
Exposures to central counterparty entities (CCP)    0 
Other assets and / or items off the balance sheet    100 

  

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Minimum capital requirements also depend on the CAMELBIG rating (1 is the strongest, 5 is the weakest) assigned by the Superintendency, which also determines the “k” value. This rating system complies with international standards and provides a broad definition of the performance, risks and perspectives of financial entities. Financial entities have to adjust their capital requirements according to the following “k” factors:

 

CAMELBIG Rating  K Factor
 1    1.00 
 2    1.03 
 3    1.08 
 4    1.13 
 5    1.19 

  

Excluded items include: (a) securities granted for the benefit of the Central Bank for direct obligations; (b) deductible assets pursuant to RPC regulations; and (c) financings and securities granted by branches or local subsidiaries of foreign financial entities by order and on account of their headquarters of foreign branches or the foreign controlling entity, to the extent: (i) the foreign entity has an investment grade rating, (ii) the foreign entity is subject to regulations that entail consolidated fiscalization, (iii) in the case of finance operations, they shall be repaid by the local branch or subsidiary exclusively with funds received from the aforementioned foreign intermediaries; and (iv) in the case of guarantees granted locally, they are in turn guaranteed by their foreign branch headquarters or the foreign controlling entity and foreclosure on such guaranty may be carried out immediately and at the sole requirement of the local entity.

 

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Interest Rate Risk

 

Until January 1, 2013, financial entities had to comply with minimum capital requirements regarding interest rate risk. Communication “A” 5369 removed all rules and regulations regarding minimum capital requirements for interest rate risk. These requirements are intended to capture the sensitivity of assets and liabilities to changes in the interest rates. Notwithstanding this change, financial entities must continue to manage interest rate risk and remain subject to the Superintendency’s supervision. Furthermore, the Superintendency may determine the need to maintain more regulatory capital.

 

Market Risk

 

Minimum capital requirements for market risks are computed as a function of the market risk of financial entities’ portfolios, measured as their VaR. The regulation includes those assets traded on a regular basis in open markets and excludes those assets held in investment accounts, which must meet counterparty and interest rate risk minimum capital requirements.

 

There are five categories of assets. Domestic assets are divided into equity and public bonds/Central Bank debt instruments, the latter being classified in two categories based on whether their modified duration is less than or more than 2.5 years. Foreign equity and foreign bonds comprise two other categories and are also classified according to their duration, the latter of which is also broken up into two separate categories based on whether their modified duration is less than or more than 2.5 years. The fifth category is made up of foreign exchange positions, which are differentiated based on currency.

 

Overall capital requirements in relation to market risk are based on the sum of the five amounts of capital necessary to cover the risks arising from each category of assets.

 

Market risk minimum capital requirements must be met daily. Information must be reported to the Central Bank on a monthly basis. As of May 2003, the U.S. dollar has been included as a foreign currency risk component for the calculation of the market risk requirement and all assets and liabilities denominated in U.S. dollars are taken into account.

 

Consequences of a Failure to Meet Minimum Capital Requirements

 

In the event of non-compliance with capital requirements by an existing financial institution, Central Bank Communication “A” 3171 provides the following:

 

(i)non-compliance reported by the institutions: the institution must meet the required capital no later than the end of the second month after becoming non-compliant or submit a restructuring plan within 30 calendar days following the last day of the month in which such non-compliance occurred. In addition, non-compliance with minimum capital requirements will entail a number of consequences for the financial institution, including prohibition from opening branches in Argentina or in other countries, establishing representative offices abroad, or owning equity in foreign financial institutions, as well as a prohibition from paying cash dividends. Also, the Superintendency may appoint a delegate, who shall have the powers set forth by the FIL.

 

(ii)Non-compliance detected by the Superintendency: the institution must file its defense within 30 calendar days after being served notice by the Superintendency. If no defense is filed, or if the defense is disallowed, the non-compliance will be deemed to be final, and the procedure described in item (i) confirm will apply.

 

Furthermore, pursuant to Communication “A” 5282, if a financial institution fails to meet market risk daily minimum capital requirements, except for any failure to meet the requirements on the last day of the month, calculated as a sum of VaR of included assets, the financial institution must replace its capital or decrease its financial position until such requirement is met, and has up to ten business days from the first day on which the requirement was not met to meet the requirement. If the financial institution fails to meet this requirement after ten business days, it must submit a regularization and reorganization plan within the following five business days and may become subject to an administrative proceeding initiated by the Superintendency.

 

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Operational Risk

 

The regulation on Operational Risk (“OR”) recognizes the management of OR as a comprehensive practice separated from that of other risks given its importance. OR is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The definition includes legal risk but excludes strategic and reputational risk.

 

Financial institutions must establish a system for the management of OR that includes policies, processes, procedures and the structure for their adequate management. This framework must also allow the financial entity to evaluate capital sufficiency.

 

Seven OR event types are defined, according to internationally accepted criteria:

 

internal fraud;

 

external fraud;

 

employment practices and workplace safety;

 

clients, products and business practices;

 

damage to physical assets;

 

business disruption and system failures, and

 

execution, delivery and process management.

 

Financial entities are charged with implementing an efficient OR management system following the guidelines provided by the Central Bank. A solid system for risk management must have a clear assignment of responsibilities within the organization of financial entities. Thus, the regulation describes the roles prepared by each level of the organization in managing of OR (such as the roles of the board of directors, senior management and the business units of the financial institution).

 

A financial institution’s size and sophistication, and the nature and complexity of its products and processes, and the extent of the transaction determines the type of “OR Unit” required. For small institutions, this unit may even consist of a single person. This unit may functionally respond to the senior management (or similar) or a functional level with risk management decision capacity that reports to that senior management.

 

An effective risk management will contribute to prevent future losses derived from operational events. Consequently, financial entities must manage the OR inherent in their products, activities, processes and systems. The OR management process comprises:

 

a)Identification and assessment: the identification process should consider both internal and external factors that could adversely affect the development of the processes and projections done according to the business strategies defined by the financial institution. Financial entities should use internal data, establishing a process to register frequency, severity, categories and other relevant aspects of the OR loss events. This should be complemented with other tools, such as self-risk assessments, risk mapping and key risk indicators.

 

b)Monitoring: an effective monitoring process is necessary for quickly detecting and correcting deficiencies in the policies, processes and procedures for managing OR. In addition to monitoring operational loss events, banks should identify forward-looking indicators that enable them to act upon these risks appropriately.

 

c)Control and mitigation: financial entities must have an appropriate control system for ensuring compliance with a documented set of internal policies, which involve periodic reviews (at least annually) of control strategies and risk mitigation, and adjust these as necessary.

 

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Pursuant to Communication “A” 5282, the minimum capital requirements regarding OR are equal to 15% of the annual average positive gross income of the last 36 months.

 

The OR formula is as follow:

 

 

 

The variables in the OR formula are defined as follows:

 

Cro: the capital requirement for operational risk.

 

α: 15%.

 

n: the number of 12-month consecutive terms with positive IB, based on the 36 months preceding the month of calculation. The maximum value of n is 3.

 

  IBt: gross income from 12-month consecutive terms, provided that it is a positive figure, corresponding to the 36 months preceding the month of calculation.

 

IB is defined as the sum of (a) financial and service income minus financial and service expenses and (b) other income minus other expenses.

 

The following items are excluded from items (a) and (b) above:

 

(i) expenses derived from the creation or elimination of reserves during previous fiscal years and recovered credits during the fiscal year that were written off in previous fiscal years;
(ii) profits or losses from holding equity in other financial institutions or companies, if these were deductible from RPC;
(iii) extraordinary or unusual gains (i.e., those arising from unusual and exceptional events that resulted in gains) including income from insurance recovery; and
(iv) gains from the sale of financial public sector notes, as set forth under the Central Bank regulations (“Valuación de instrumentos de deuda del sector público no financiero y de regulación monetaria del Banco Central de la República Argentina”).

 

New financial institutions must comply with an OR equivalent to 10% of the monthly average positive gross income of the elapsed months for the first 36 months. From the thirty-seventh month onwards, the monthly requirement is calculated based on the OR formula.

 

Minimum Cash Reserve Requirements

 

The minimum cash reserve requirement requires that a financial institution keeps a portion of its deposits or obligations readily available and not allocated to lending transactions. Pursuant to Communication “A” 3498 (as amended and supplemented) as of March 1, 2002, the minimum cash requirement includes deposits and obligations for other financial intermediation transactions (overnight and fixed term transactions).

 

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Minimum cash requirements are applicable to demand and time deposits and other liabilities arising from financial intermediation denominated in Pesos, foreign currency, or government and corporate securities, and any unused balances of advances in checking accounts under formal agreements not containing any clauses that permit the bank to discretionally and unilaterally revoke the possibility of using such balances.

 

Minimum cash reserve obligations exclude (i) amounts owed to the Central Bank, (ii) amounts owed to domestic financial institutions, (iii) amounts owed to foreign banks (including their head offices, entities controlling domestic institutions and their branches) in connection with foreign trade financing facilities, (iv) cash purchases pending settlement and forward purchases, (v) cash sales pending settlement and forward sales (whether or not related to repurchase agreements), (vi) overseas correspondent banking operations, and (vii) demand obligations for money orders and transfers from abroad pending settlement to the extent that they do not exceed a 72 business hour term as from their deposit.

 

The liabilities subject to these requirements are computed on the basis of the effective principal amount of the transactions, excluding interest accrued, past due, or to become due on the aforementioned liabilities, provided they were not credited to the account of, or made available to, third parties, and, where available, the amount accruing upon the adjustment rate (CER) is applied.

 

The basis on which the minimum cash reserve requirement is computed is the monthly average of the daily balances of the liabilities at the end of each day during each calendar month, except for the period ranging from December of a year to February of the next year, period in which it shall be applied on a quarterly average. Such requirement shall be complied with on a separate basis for each currency in which the liabilities are denominated.

 

The table below shows the percentage rates that should be applied (from April 2014) to determine the required minimum cash reserve requirement, which in the case of transactions in Peso, will depend on the category under which the jurisdiction of the main office of the financial entity falls (Communication “A” 5569):

 

   Rate %
   Category I  Categories II to VI
Item  Pesos  Foreign Currency  Pesos  Foreign
Currency
1- Checking account deposits    17         15      
2- Savings account, basic account and free universal account   17    50    15    50 
3- Legal custody accounts, special accounts for savings clubs, “Unemployment Fund for Construction Industry Workers” (Fondo de Cese Laboral para los Trabajadores de la lndustria de la Construcción) and “Salary payment,” special checking accounts for legal entities and social security savings accounts    17    50    15    50 
4- Other demand deposits and liabilities, pension and social security benefits credited by ANSES pending collection and immobilized reserve funds for liabilities covered by these regulations    17    50    15    50 
5- Unused balances of advances in checking accounts under executed overdraft agreements    17         15      
6- Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve    100         100      
7- Time deposits, liabilities under acceptances, repurchase agreements (including responsibilities for sale or transfer of credits to agents different from financial institutions), stock-exchange repos (cautions and stock exchange passive repos), constant-term investments, with an option for early termination or for renewal for a specified term and variable income, and other fixed-term liabilities, except rescheduled deposits included in the following items 11, 12, 13 and 14 of this table:                     
  (i) Up to 29 days    13    50    12    50 
  (ii) From 30 days to 59 days    10    38    9    38 
  (iii) From 60 days to 89 days    6    25    5    25 
  (iv) From 90 days to 179 days    1    14        14 
  (v) From 180 days to 365 days        5        5 
  (vi) More than 365 days                 
8- Liabilities owed due to foreign facilities (not executed by means of time deposits or debt securities)                   
9- Securities (including Notes)                     
  (i) Up to 29 days    14    50    14    50 
  (ii) From 30 days to 59 days    11    38    11    38 
  (iii) From 60 days to 89 days    7    25    7    25 
  (iv) From 90 days to 179 days    2    14    2    14 
  (v) From 180 days to 365 days        5        S 
  (vi) From 365 days                 
10- Liabilities owing to the Trust Fund for Assistance to Financial and Insurance Institutions                   
11- Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances    10    25    10    25 
12- Deposits as assets of a mutual fund    19    50    19    50 
13- Special deposits related to inflows of funds. Decree 616/2005         100         100 
14- Time deposits in nominative, non-transferable Peso-denominated certificates, belonging to public sector holders, with the right to demand early withdrawal in less than 30 days from its setting up    15         14      

 

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In addition to the abovementioned requirements, the reserve for any defect in the application of resources in foreign currency for a certain month shall be applied to an amount equal to the minimum cash requirement of the corresponding currency for each month.

 

The minimum cash reserve must be set up in the same currency to which the requirement applies, and may include the following:

 

1.Accounts maintained by financial institutions with the Central Bank in Pesos.

 

2.Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.

 

3.Special guarantee accounts for the benefit of electronic clearing houses and to cover settlement of credit card and ATM transactions and immediate transfer funds.

 

4.Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.

 

5.Special accounts maintained with the Central Bank for transactions involving social security payments by the ANSES.

 

6.Minimum cash sub-account 60, authorized in the Registration and Settlement Central for Public Debt and Financial Trusts – CRYL (“Central de Registro y Liquidación de Pasivos Públicos y Fideicomisos Financieros – CRYL”) for public securities and securities issued by the Central Bank at their market value.

 

These eligible items are subject to review by the Central Bank and may be changed in the future.

 

The Central Bank makes interest payments on reserve requirements up to the legal cash requirement level established for term transactions. Reserves in excess of that requirement will not be compensated.

 

Compliance on public bonds and time deposits must be done with holdings marked to market and of the same type, only in terms of monthly status. Holdings must be deposited in special accounts at the Central Bank.

 

Compliance with the minimum cash reserve requirement will be measured on the basis of the monthly average of the daily balances of eligible items maintained during the month to which the minimum cash reserve refers by dividing the aggregate of such balances by the total number of days in the relevant period.

 

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The aggregate balances of the eligible items referred to above, maintained as of each daily closing, may not, on any one day during the month, be less than 50% of the total required cash reserve, excluding the requirement for incremental deposits, determined for the next preceding month, recalculated on the basis of the requirements and items in force in the month to which the cash reserves relate. The daily minimum required is 70% when a deficit occurs in the previous month.

 

Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in Pesos are subject to a penalty equal to twice the private banks’ BADLAR rate for deposits in Pesos for the last business day of the month.

 

Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in foreign currency are subject to a penalty equal to twice the private banks’ BADLAR rate for deposits in U.S. dollars or twice the 30-day U.S. dollar LIBOR rate for the last business day of the month (whichever is higher).

 

Minimum cash requirements may decrease with (i) the implementation of the Consumer Promotion Program and the Production of Goods and Services named “Ahora 12” created by Resolution 671/2014 of the Ministry of Economy and (ii) the payment of social security benefits. Minimum cash requirements may increase with (i) a defect in the application of credit quotas to clients other than MiPyMEs and (ii) a failure to comply with: (a) minimum deposit rates and (b) maximum active rates. Minimum foreign cash requirements may decrease in the event of a relaunching of Lebac’s (Central Bank bills) subscriptions.

 

Internal Liquidity Policies of Financial Institutions

 

Pursuant to Communication “A” 5693 financial institutions must adopt management and control policies that ensure the maintenance of reasonable liquidity levels to efficiently manage their deposits and other financial commitments. Such policies should establish procedures for evaluating the liquidity of the institutions in the framework of prevailing market conditions to allow them to revise projections, take steps to eliminate liquidity constraints and obtain sufficient funds, at market terms, to maintain a reasonable level of assets over the long term. Such policies should also address (i) the concentration of assets and liabilities in specific customers, (ii) the overall economic situation, likely trends and the impact on credit availability, and (iii) the ability to obtain funds by selling government debt securities and assets.

 

The organizational structure of the entity must place a specific unit or person in charge of managing liquidity and assign levels of responsibility to the individuals who will be responsible for managing the liquidity coverage ratio (“LCR”), which will require daily monitoring. The participation and coordination of the entity’s top management authority (e.g., a CEO) will be necessary.

 

In addition, financial institutions must designate a director or advisor who will receive reports at least weekly, or more frequently if circumstances so require, such as when changes in liquidity conditions require new courses of action to safeguard the entity. In the case of branches of foreign financial institutions the reports must be delivered to the highest authority in the country.

 

Appointed officers and managers will be responsible for managing the liquidity policy that, in addition to monitoring the LCR, includes taking the necessary steps to comply with minimum cash requirements.

 

Financial institutions must report the list of such officers and directors, as well as any subsequent changes, to the Superintendency within 10 calendar days from the date of any such change.

 

Credit Risk Regulation

 

The regulations on credit risk establish standards in order to reduce such risk without significantly eroding average profitability. There are three types of ratios that limit a lender’s risk exposure, namely: risk concentration limits, limits on transactions with customers on the basis of the institution’s capital and credit limits on the basis of the customer’s net worth.

 

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Risk concentration: regulations include the concept of risk concentration, defined as the sum of loans that individually exceed 10% of the financial institution’s RPC. Total operations may not exceed, at any time:

 

three times the institution’s RPC for the previous month, without considering the operations involving local financial institutions;

 

five times the institution’s RPC for the previous month, on total financings; and/or

 

ten times the institution’s RPC for the previous month, for second tier commercial banks when taking into account transactions with other financial institutions.

 

The three times and five times limits listed above are increased to four times and six times the institution’s RPC for the previous month, respectively, whenever increases are allocated to provide assistance to trusts or fiduciary funds from the non-financial public sector.

 

Loans (other than inter-bank loans) that exceed 2.5% of the financial institution’s RPC must be recommended by senior management and approved by the institution’s board of directors or similar authority.

 

Diversification of risk: Financial institutions must ensure that their loan portfolio is diversified among the highest possible number of individuals or companies and across all economic sectors to avoid a concentration of risk arising from a small group of individuals or companies or related to a specific sector that could significantly affect the institution’s assets.

 

Degree of risk: In the case of credit limits based on the customers’ net worth, as a general rule the financial assistance cannot exceed 100% of the customer’s net worth. The basic margin may be increased by an additional 200% provided such additional margin does not exceed 2.5% of the financial institution’s RPC as of the last day of the second month prior to the date of the financing and the increase is approved by the board of directors of the relevant financial institution.

 

Limits on Credit Assistance

 

Maximum individual limits on credit assistance for non-related clients are calculated as a percentage of the financial institution’s RPC.

 

Maximum limits for credit assistance to non-financial public sector are as follows:

 

Transactions with the non-financial public sector  Maximum limit (*)
i) Transactions with the national public sector    50%
ii) Transactions with each provincial jurisdiction or the City of Buenos Aires    10%
iii) Transactions with each municipal jurisdiction    3%
(*) Individual limits will be increased by 15% when the increase is applied to financial assistance granted to trusts or fiduciary funds, subject to certain conditions and related to the financing of public sector or the inclusion of debt instruments issued by them.

 

Globally, lending to the public sector cannot exceed 75% of the institution’s RPC. As of July 2007, monthly credit assistance to the public sector cannot exceed 35% of a financial institution’s assets.

 

Maximum limits for credit assistance to the non-financial private sector of the country and non-financial sector abroad are as follows:

 

Transactions with the non-financial private sector of the country and non-financial sector abroad  Maximum limit
i) For each borrower      
a) Unsecured financings    15%
b) Total financings (secured or unsecured) and/or collateralized obligations including financings guaranteed by third parties    25%
ii) For each Reciprocal Guarantee Company (RGC) (including affiliates) or public guarantee fund    25%
iii) For each export credit insurance company    15%

 

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Maximum limits for credit assistance to the financial sector of the country are as follows:

 

   Taker
Transactions with the financial sector of the country  Lender  Rated 1, 2 or 3  Rated 4 or 5
i)
 
Financing by a financial institution that is not a second tier commercial bank to a local financial institution.
 
 
Rated 1, 2 or 3
Rated 4 or 5
 
 
 
 
25
25
%
%
 
 
 
 
25
0
%
%
ii)
 
Financing by a financial institution that is a second tier commercial bank
 
 
Rated 1, 2 or 3
Rated 4 or 5
 
 
 
 
100
100
%
%
 
 
 
 
100
0
%
%
*This limit can be divided in two segments, with and without collateral, in each case by 25% subject to compliance with certain requirements.

  

Maximum limits for credit assistance to the financial sector abroad are as follows:

 

Transactions with the financial sector abroad  Maximum limit
i) Investment grade banks    25%
ii) Non-investment grade banks    5%

  

The allocation of margins for exposure to counterparty credit risk in derivative contracts is done on the basis of risk-sensitive measures and the features of each particular type of transaction (type of contract, frequency of marking to market, volatility of the asset). Transactions to be included are forwards, futures and options on shares and public bonds, and Central Bank debt instruments for which volatility is published, purchase and sale options on such assets, and swaps.

 

Limits for Affiliated Individuals

 

The aggregate amount of relevant transactions with affiliated companies or individuals may not exceed at any time the limits of the financial institution’s net worth as of the last day of the month prior to the month of calculation, according to the following general rules:

 

in the case of local financial institutions which have transactions that are subject to consolidation by the lender or borrower, when the entity receiving financial assistance (i) has received a grade 1 rating by the Superintendency, the financial institution can provide assistance in an amount up to 100% of its computable net worth; or (ii) has received a grade 2 rating by the Superintendency, general financial assistance can be provided for an amount up to 10% of the financial institution’s computable net worth; and additional assistance in an amount up to 90% of said computable net worth as long as loans and other credit facilities mature within 180 days;

 

in the case of local financial institutions not included in (i) above, the financial institution can provide assistance in an amount up to 10% of its computable net worth; and

 

in the case of other related local companies that exclusively provide complementary services to the activity performed by the financial institution, as well as related foreign banks rated “investment grade,” such companies may receive assistance in an amount of up to 10% of the computable net worth of the financial institution which grants assistance.

 

If the financial institution has a rating of 4 or 5, financial assistance to a related person or company cannot be granted, except in certain special situations.

 

Finally, the total, non-excluded amount of financial assistance provided to, and the shareholder participation in the related individuals and companies by a financial institution cannot exceed 20.0% of the institution’s Argentine regulatory capital, except when the applicable limit is 100.0%.

 

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Under Central Bank regulations, a person is “related” to a financial institution (and thus part of the same “economic group”):

 

if the financial institution directly or indirectly controls, is controlled by, or is under common control with, such person;

 

if the financial institution or the person that controls the financial institution and such person has or may have common directors to the extent such directors, voting together, will constitute a simple majority of each board; or

 

as an exception, determined by the Board of Directors of the Central Bank (pursuant to a proposal from the Superintendency).

 

In turn, control by one person over another is defined under such regulations as:

 

holding or controlling, directly or indirectly, 25.0% or more of the voting stock of the other person;

 

having held 50% or more of the voting stock of the other person at the time of the last election of directors;

 

holding, directly or indirectly, any other kind of participation in the other person (even if it represents a participating interest below the abovementioned percentages) so as to be able to prevail in its shareholders’ or board of directors’ meetings; or

 

when the Board of Directors of the Central Bank, pursuant to a proposal from the Superintendency, determines that a person is exercising a controlling influence, directly or indirectly, in the direction or policies of another person.

 

The regulations contain several non-exclusive factors to be used in determining the existence of such controlling influence, including, among others:

 

the holding of a sufficient amount of the other person’s capital stock as to exercise influence over the approval of such person’s financial statements and payment of dividends;

 

representation on the other person’s board of directors;

 

significant transactions between both persons;

 

transfers of directors or senior officers between both persons;

 

technical and administrative subordination by one person to the other; and

 

participation in the creation of policies of the financial institution.

 

Interest rate and fee regulations

 

Maximum lending rates

 

Pursuant to Communication “A” 5590, which has been in force since June 2014, the Central Bank has established limits to lending rates applicable to consumer financing, primarily with respect to personal loans and pledge loans granted to retail customers, that are not considered as micro, small and medium size companies (MiPyMEs).

 

Pursuant to these limits, two groups of institutions have been defined: (i) financial entities with non-financial private sector deposits in Pesos, taking into account the average of the three months prior to April 2014, equal to or higher than 1% of the total non-financial private sector deposits of the financial system (Group I) and (ii) all other financial institutions (Group II).

 

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In the case of institutions falling under Group I, the Central Bank will publish on a monthly basis the maximum interest rates that these financial institutions are authorized to apply to each financing disbursed and/or restructured. The maximum interest rates will be based on the product of multiplying the most recent “reference interest rate” (as published by the Central Bank and based on the simple average of the cut-off rates applicable to Central Bank bills for a term closest to 90 days, two months before the disbursement) by the following multiples: (i) if in respect of pledge loans: 1.25; (ii) if in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets are constituted by them, and as collateral for granting loans: 2.00; and (iii) if in respect of personal loans: 1.45.

 

In the case of Group II, the multiples are modified as follows (i) if in respect of pledge loans: 1.40; (b) if in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets are constituted by them, and as collateral for granting loans: 2.00; and (c) if in respect of personal loans: 1.80.

 

Minimum term deposit rates

 

Pursuant to Communication “A” 5640, in October 2014, the Central Bank established minimum interest rates applicable to term deposits made by individuals (in a principal amount equal to or lower than the amount currently covered by SEDESA) (i.e., deposits not exceeding Ps.350,000). Communication “A” 5659, as amended and restated, increases the monthly contribution that banks must set aside each month to fund the Deposits Guarantee Fund (“Fondo de Garantía de los Depósitos”) from 0.015% to 0.060% of the monthly average of the daily deposits balance.

 

The interest rate applicable to such deposits shall not be lower than the result of multiplying the most recent “reference borrowing rate” (as published by the Central Bank and based on the simple average of the cut-off rates applicable to Central Bank bills for a term closest to 90 days, two months before the withdrawal of the deposits) by the following multiple, depending on the original term of each deposit: (a) from 30 to 44 days: 0.91, (b) from 45 to 59 days: 0.93 and (c) from 60 to 119 days: 0.97, (d) from 120 to 179 days: 0.98 and (e) over 180 days: 0.99.

 

Fees

 

On October 6, 2013, the Central Bank issued Communication “A” 5460, granting broad protection to financial services customers. The protection includes, among other things, the regulation of fees and commissions charged by financial institutions for services provided. Fees and charges must represent a real, direct and demonstrable cost and should be supported by a technical and economic justification. It is worth noting that Communication “A” 5514 sets forth an exception to the enforcement of Communication “A” 5460 for certain credit agreements that have pledges as collateral and are issued before September 30, 2018.

 

On June 10, 2014, the Central Bank issued Communications “A” 5591 and “A”5592, through which established new rules regarding fees and charges for basic financial products and services. Beginning on the effective date of the rule, financial institutions must have prior authorization from the Central Bank to implement increases to the cost of those services. The rule also specifically defines which financial services are considered basic.

 

On December 23, 2014, the Central Bank issued Communication “A” 5685 amending Communication “A” 5460, setting forth that any increase in commissions of new products or services must have the prior authorization of the Central Bank.

 

On August 21, 2015, the Central Bank issued Communication “A” 5795 (as amended and supplemented by several regulations, including but not limited to Communication “A” 5828) establishing additional rules aimed at protecting financial services customers by reinforcing regulations that prohibit financial institutions from charging fees and commissions related to insurance products that financial services customers purchase as accessories of financial services, regardless of whether it is a customer request or a condition set by the financial institution to access the financial service. In this regard, beginning on November 13, 2015, financial institutions may not receive remunerations or profits from such insurance products or receive remunerations or profits, directly or indirectly, from insurance companies with respect to such products.

 

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Mandatory extension of credit facilities for productive investments

 

On July 5, 2012, the Central Bank issued Communication “A” 5319, mandating financial entities to extend credit facilities for productive investments (the “2012 Quota”), according to the terms and conditions described therein. Subsequently, the Central Bank issued Communication “A” 5380 and “A” 5449 (the “2013 Quota”), “A” 5516 and “A” 5600 (the “2014 Quota”), and “A” 5681 and “A” 5771 (the”2015 Quota”), establishing new regulations applicable to credit facilities for productive investments (the “Quota”). The 2012 Quota, the 2013 Quota, the 2014 Quota and the 2015 Quota are not cumulative and must be complied with, independently, in each year. Financial Institutions subject to this regime are those operating as financial agents of the national, provincial, City of Buenos Aires and/or municipal governments and/or those whose average total deposits over a related three-month period are equal to or greater than 1% of the total deposits in the financial system.

 

2012 Quota

 

Financial entities included in the 2012 Quota must extend credit facilities for an amount equal to at least 5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances as of the end of June 2012.

 

The maximum interest rate is 15.01% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 400 basis points.

 

The 2012 Quota must target at least 50% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the 2012 Quota must be granted by December 31, 2012.

 

2013 Quota

 

Financial entities included in the 2013 Quota must extend credit facilities for an amount equivalent to 5% of the non-financial private sector deposits in Pesos, calculated according to the balance resulting as of the end of November 2012 for the first tranche, and as of the end of May 2013 for the second tranche.

 

The maximum interest rate is 15.25% fixed per annum for at least the first 36 months (for both tranches). After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 400 basis points.

 

The 2013 Quota must target at least 50% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the first tranche must be granted by June 30, 2013. Financing under the second tranche must be granted by December 31, 2013.

 

2014 Quota

 

Financial entities included in the 2014 quota must extend credit facilities for an amount equivalent to 5% of the nonfinancial private sector deposits in Pesos, calculated according to the balance resulting as of the end of November 2013, for the first tranche, and for an amount equal to at least 5.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the balance resulting as of the end of May 2014, for the second tranche.

 

The maximum interest rate for the first tranche is 17.50% and for the second tranche is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

 

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The 2014 Quota must target 100% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the first tranche must be granted by June 30, 2014. Financing under the second tranche must be granted by December 31, 2014.

 

The maximum interest rate for the second semester of 2014 Quota is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

 

2015 Quota

 

Financial entities included in the 2015 Quota must extend credit facilities in the first tranche for an amount equal to at least 6.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances of November 2014, and in the second tranche for an amount equal to at least 7.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances of May 2015.

 

The maximum interest rate for the 2015 Quota was established at a fixed 19% per annum for the first tranche and at a fixed 18% per annum for the second tranche, for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the BADLAR rate in Pesos plus 150 basis points for the first tranche and BADLAR rate in Pesos plus 50 basis points for the second tranche.

 

The 2015 Quota must target 80% of the credit facilities rendered to micro, small- and medium-sized enterprises. The remaining 20% can target enterprises that exceed the maximum established for their area of activity in the rules on “micro-, small- and medium- sized enterprises” and that the total exports do not exceed the 20% of total sales of the last financial year. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. All financing under the 2015 Quota must be granted by December 31, 2015.

 

At September 30, 2015, funding must have been convened by at least 30% of the total amount of the first tranche of the 2015 Quota.

 

Foreign Exchange System

 

During the first quarter of 2002, the Argentine government established certain foreign exchange controls and restrictions.

 

On February 8, 2002, Decree No. 260 was issued, establishing as of February 11, 2002 a Local Foreign Exchange Market (“Mercado Único y Libre de Cambios”) system through which all foreign exchange transactions must be traded at exchange rates to be freely agreed upon.

 

On such date, the Central Bank issued Communications “A” 3471 and “A” 3473, which stated that the sale and purchase of foreign currency can only be performed with entities authorized by the Central Bank to operate in the foreign exchange. Item 4 of Central Bank Communication “A” 3471 stated that the sale of foreign currency in the local exchange market shall in all cases be against Peso bills.

 

Since January 2, 2003, there have been further modifications to the restrictions imposed by the Central Bank. For further information, see “Exchange Controls.”

 

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Foreign Currency Lending Capacity

 

The Regulations on the allocation of deposits in foreign currencies, Communication “A” 4851 as amended, establish that the lending capacity from foreign currency deposits, including U.S. dollar-denominated deposits to be settled in Pesos, must fall under one of the following categories: (a) pre-financing and financing of exports to be made directly or through principals, trustees or other brokers, acting on behalf of the owner of the merchandise; (b) financing for manufacturers, processors or collectors of goods, provided they refer to non-revocable sales agreements with exporters for foreign currency-denominated prices (irrespective of the currency in which such transaction is settled), and they refer to exchangeable foreign-currency denominated goods listed in local or foreign markets, broadly advertised and easily available to the general public; (c) financing for manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that such transactions are secured or collateralized in foreign currency by third-party purchasers; (d) financing of investment projects, working capital or purchase of any kind of goods–including temporary imports of commodities–that increase or are related to the production of goods to be exported, including syndicated loans, whether granted by local or foreign financial institutions; (e) financing for commercial clients or commercial loans considered as consumer loans, with the purpose of importing capital goods, whenever they help to increase goods production for the domestic market; (f) debt securities or financial trust participation certificates whose underlying assets are loans made by the financial entities in the manners set forth in (a) to (d) above (excluding syndicated loans); (g) foreign currency debt securities or financial trust participation certificates, publicly listed under an authorization by the CNV, whose underlying assets are securities bought by the fiduciary and guaranteed by reciprocal guarantee companies or public guarantee funds, in order to finance export transactions; (h) financings for purposes other than those mentioned in (a) to (d) above, included under the IDB credit program (“Préstamos BID N° 119/OC-AR”), not exceeding 10% of the lending capacity; (i) inter-financing loans (any inter-financing loans granted with such resources must be identified); and (j) Central Bank bills denominated in dollars.

 

Communication “A” 5534 provides a specific formula in order to calculate the financial institution’s capacity to lend money in foreign currency for imports (relating to items (d) and (e), and, as applicable items (f) to (h) of the foregoing paragraph).

 

The lending capacity shall be determined for each foreign currency raised, such determination being made on the basis of the monthly average of daily balances recorded during each calendar month. Any defect in the application shall give rise to an increase in the minimum cash requirement in the relevant foreign currency.

 

General Exchange Position

 

The general exchange position includes all the liquid external assets of the institution, such as gold, currency and foreign currency notes reserves, sight deposits in foreign banks, investments in securities issued by OECD members’ governments with a sovereign debt rating not below “AA”, certificates of time deposits in foreign institutions (rated not less than “AA”), and correspondents’ debit and credit balances. It also includes purchases and sales of these assets already arranged and pending settlement involving foreign exchange purchases and sales performed with customers within a term not exceeding two business days and correspondent balances for third-party transfers pending settlement. It does not include, however, foreign currency notes held in custody, term sales and purchases of foreign currency or securities nor direct investments abroad.

 

The GEP ceiling is calculated every month and updated the first business day of the month. Pursuant to the relevant reporting system regulations this ceiling is set at 5% of the amount equivalent in U.S. dollars to the RPC at the end of the month immediately preceding the last month when filing with the Central Bank has already expired. It will be increased by an amount equivalent in U.S. dollars to 3% of the total amount traded by the institution on account of the purchases and sales of foreign currency in the calendar month prior to the immediately preceding month, and by 10% of the total demand and time deposits locally held and payable in foreign bills, excluding deposits held in custody, recorded by the institution at the end of the calendar month prior to the immediately preceding month. If the ceiling does not exceed US$8.0 million, this figure will be considered its floor.

 

Institutions authorized to trade in foreign currency failing to comply with the GEP ceilings or the exchange reporting regulations should refrain from trading in foreign currency until they are in compliance with the above.

 

Although certain exceptions are admitted, institutions authorized to trade in foreign currency require the Central Bank’s prior consent to perform their own purchases when payment is made against delivery of foreign currency or other foreign assets comprising the GEP.

 

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Foreign Currency Net Global Position

 

All assets and liabilities from financial intermediation in foreign currency and securities in foreign currency (deriving from cash and term transactions) are included in the net global position (for ongoing and completed operations).

 

In addition, forward transactions under master agreements entered within domestic self-regulated markets paid by settlement of the net amount without delivery of the underlying asset are also included. Deductible assets for determining RPC and securities issued by the Argentine government for up to the amount of primary placements carried out since November 1, 2014 are excluded from the ratio.

 

Two ratios are considered in the Foreign Currency Net Global Position:

 

Negative foreign currency net global position (liabilities exceeding assets): as from January 1, 2007 (Communications “A” 4577 and 4598) the limit is 15%.

 

Positive net global position (assets exceeding liabilities): this limit cannot exceed the lesser of:

 

1.     10% of the RPC with calculations made on a daily basis.

 

2.     The entity’s liquid funds (which refer to the RPC minus “fixed assets” and loans to related clients).

 

This limit should be extended by the amount of the increase in the daily balances between January 2014 and the previous day of the net global position, of the credit lines from abroad settled through the MULC converted to Pesos at the reference exchange rate.

 

Positive foreign currency net global position limit for term transactions: Thedaily positive foreign currency net global position for term transactions must not exceed 5.0% of the regulatory capital RPC of the previous month calculated on a daily basis. Temporary and circumstantial excesses of these ratios are permitted if such excesses neither exceed 10% of the limit nor continue for more than three business days per calculation period.

 

To determine the foreign currency positive net global position for term transactions relevant items included in other credits from financial intermediation, other liabilities from financial intermediation and derivatives denominated in foreign currency should be considered. For this purpose, financial entities must not deduct sales transactions entered into with “related parties.”

 

The excesses of these ratios are subject to a charge equal to 1.5 times the nominal interest rate of the Peso denominated Lebac (Central Bank bill). Charges not paid when due are subject to a charge equal to one and a half times the charge established for excesses.

 

In addition to the above-mentioned charge, sanctions set forth in Section 41 of the FIL shall apply (including: caution; warning; fine; temporary or permanent disqualification to dispose of a banking current account; temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of surveillance committees, comptrollers, liquidators, managers, auditors, partner or shareholders; and license revocation).

 

Fixed Assets and Other Items

 

The Central Bank determines that the fixed assets and other items maintained by the financial entities must not exceed 100% of the entity’s RPC.

 

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Such fixed assets and other items include the following:

 

Shares of local companies

 

Miscellaneous receivables

 

Property and equipment

 

Other assets

 

The calculation of such assets will be effected according to the month-end balances, net of depreciations, accumulated amortizations and allowances for loan losses.

 

Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.

 

Credit Ratings

 

Communication “A” 5671 issued on November 28, 2014 supersedes the provisions issued by the Central Bank containing ratings requirements assigned by a local risk rating company. Where provisions require certain international ratings, the criteria set forth by communication “A” 5671 govern.

 

The provisions of Communication “A” 5671 are basic guidelines to properly assess the credit risk that financial institutions must observe when implementing Central Bank regulations including the requirement of a particular rating and do not replace the credit assessment that each financial institution must make to their counterparts. International credit ratings that refer to these provisions shall be issued by rating agencies that have a code of conduct based on the “Principles of the Code of Conduct for Agents Rate Risk” issued by the International Organization of Securities Commissions (“IOSCO”).

 

Annex II of Communication “A” 5671 provides a table regarding the new qualification requirements for financial institutions. This table classifies the credit ratings requirements for different transactions.

 

Debt Classification and Loan Loss Provisions

 

Credit Portfolio

 

The regulations on debt classification are designed to establish clear guidelines for identifying and classifying the quality of assets, as well as evaluating the actual or potential risk of a lender sustaining losses on principal or interest, in order to determine (taking into account any loan security) whether the provisions against such contingencies are adequate. Banks must classify their loan portfolios into two different categories: (i) consumer or housing loans and (ii) commercial loans. Consumer or housing loans include housing loans, consumer loans, credit-card financings, loans of up to Ps.1,250,000 to micro-credit institutions and commercial loans of up to Ps.2,500,000 with or without guarantees. All other loans are considered commercial loans. Consumer or housing loans in excess of Ps.2,500,000, are classified as commercial loans. If a customer has both kinds of loans (commercial and consumer or housing loans), the consumer or housing loans will be added to the commercial portfolio to determine under which portfolio they should be classified based on the amount indicated. In these cases, the loans secured by preferred guarantees shall be considered to be at 50% of its face value.

 

Under the current debt classification system, each customer, as well as the customer’s outstanding debts, are included within one of six sub-categories. The debt classification criteria applied to the consumer loan portfolio are primarily based on objective factors related to customers’ performance of their obligations or their legal standing, while the key criterion for classifying the commercial loan portfolio is each borrower’s paying ability based on their future cash flow.

 

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Commercial Loans Classification

 

The principal criterion by which to evaluate a loan pertaining to the commercial portfolio is its borrower’s ability to repay it, whose ability is mainly measured by such borrower’s future cash flow. Pursuant to Central Bank regulations, commercial loans are classified as follows:

 

Classification   Criteria
Normal Situation   Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.
     
Subject to special   Monitoring/Under observation   Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.
     
Subject to special Monitoring/   Under negotiation or   refinancing agreement Borrowers who are unable to comply with their obligations as agreed with the bank and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the bank within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.
     
Troubled   Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the bank.
     
With high risk of insolvency   Borrowers who are highly unlikely to honor their financial obligations under the loan.
     
Irrecoverable   Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the financial institution.
     
Irrecoverable according to Central Bank’s Rules   (a) A borrower that has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the Central Bank, which includes: (1) financial institutions liquidated by the Central Bank, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the Central Bank and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary; or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the Central Bank or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the Central Bank.

  

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Consumer and Housing Loans Classification

 

The principal criterion used in the assessment of loans in the consumer and housing portfolio is the length of the duration of the default of such loans. Under the Central Bank regulations, consumer and housing borrowers are classified as follows:

 

Classification   Criteria
     
Performing   If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.
     
Low Risk   Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.
     
Medium Risk   Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.
     
High Risk   Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.
     
Irrecoverable   Borrowers who are highly unlikely to honor their financial obligations under the loan.
     
Non-recoverable loans   Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.
     
Irrecoverable loans Central Bank’s rules  
Same criteria as for commercial loans in the Irrecoverable according to Argentine Banking GAAP.    

  

Minimum Credit Provisions

 

The following minimum credit provisions are required to be made by Argentine banks in relation to the credit portfolio category:

 

Category  With Preferred Guarantees  Without Preferred Guarantees
“Normal”    1%   1%
“Under observation” and “Low risk”    3%   5%
“Under negotiation or refinancing agreement”    6%   12%
“With problems” and “Medium Risk”    12%   25%
“With high risk of insolvency” and “High Risk”    25%   50%
“Irrecoverable”    50%   100%
“Irrecoverable by technical decision”    100%   100%

 

The Superintendency may require additional provisioning if it determines that the current level is inadequate.

 

Financial institutions are entitled to record allowances for loan losses in amounts larger than those required by the Argentine Banking GAAP. In such cases and despite the existence of certain exceptions, recording a larger allowance for a commercial loan, to the extent the recorded allowance amount falls into the next credit portfolio category set forth by Argentine Banking GAAP, shall automatically result in the corresponding debtor being recategorized accordingly.

 

Minimum Frequency for Classification Review

 

Financial institutions are required to develop procedures for the analysis of credit facilities assuring an appropriate evaluation of a debtor’s financial situation and a periodic revision of such situation taking into consideration objective and subjective conditions of all the risks taken. The procedures established have to be detailed in a manual called “Manual of Procedures for Classification and Allowances” which must be made available for the Superintendency to review at any time. The classification analysis shall be duly documented. The classification review must include (i) clients whose outstanding credit (in Pesos and in foreign currency) exceeds the lesser of 1% of the financial institution’s RPC corresponding to the prior month and Ps.4.0 million and (ii) at least 20% of the financial institution’s total active credit portfolio, which, if applicable, shall be completed by incorporating clients whose total indebtedness is less than the limits described in (i) in this sentence.

 

In the case of commercial loans, the applicable regulations also require a minimum frequency of review. Such review must take place: (i) quarterly for clients with indebtedness equal to or greater than 5% of the financial entity’s RPC for the prior month and (ii) semi-annually for clients whose indebtedness is (x) greater than the lesser of 1% of the financial entity’s RPC for the prior month and Ps.4.0 million, and (y) lesser than 5% of the financial entity’s RPC for the prior month. At the end of the second quarter, the full review under points (i) and (ii) should cover no less than 50% of the financial institution’s commercial loan portfolio and, if less, it shall be completed by incorporating customers (in descending order) whose total indebtedness is less than the limits described in (ii)(x) of the preceding sentence.

 

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In addition, financial institutions have to review the rating assigned to a debtor in certain instances, such as when another financial institution reduces the debtor classification in the “Credit Information Database” and grants 10% or more of the debtor’s total financing in the financial system. Only one-level discrepancy is allowed in relation to the information submitted by financial institutions to the “Credit Information Database” and the lower classification awarded by at least two other banks and total lending from such banks account for 40% or more of the total informed; if there is a greater discrepancy, the financial institution will be required to reclassify the debtor.

 

Allowances for Loan Losses

 

The allowance for loan losses is maintained in accordance with applicable regulatory requirements of the Central Bank. Increases in the allowance are based on the level of growth of the loan portfolio, as well as on the deterioration of the quality of existing loans, while decreases in the allowance are based on regulations requiring the write-off of non-performing loans classified as irrecoverable after a certain period of time and on decisions of the management to write off non-performing loans evidencing a very low probability of recovery.

 

Priority Rights of Depositors

 

Under Section 49 of the FIL, in the event of judicial liquidation or bankruptcy of a bank all depositors, irrespective of the type, amount or currency of their deposits, will be senior to the other remaining creditors (such as shareholders of the bank), with exceptions made for certain labor liens (section 53 paragraphs “a” and “b”) and for those creditors backed by a pledge or mortgage, in the following order of priority: (a) deposits of up to Ps.350,000 per person (including all amounts such person deposited in one financial entity), or its equivalent in foreign currency, (b) all deposits of an amount higher than Ps.350,000, or its equivalent in foreign currency, and (c) the liabilities originated in commercial lines granted to the financial institution and which directly affect international commerce. Furthermore, pursuant to section 53 of the FIL, as amended, Central Bank claims have absolute priority over other claims, except for pledged or mortgaged claims, certain labor claims, the depositors’ claims pursuant to section 49, paragraph e), points i) and ii), debt granted under section 17, paragraphs (b), (c) and (f) of the Central Bank’s Charter (including discounts granted by financial entities due to a temporary lack of liquidity, advances to financial entities with security interest, assignment of rights, pledges or special assignment of certain assets) and debt granted by the Banking Liquidity Fund backed by a pledge or mortgage.

 

The amendment to section 35 bis of the FIL Law by Law No. 25,780 sets forth that if a bank is in a situation where the Central Bank may revoke its authorization to operate and become subject to dissolution or liquidation by judicial resolution, the Central Bank’s Board of Directors may take certain actions. Among this actions, in the case of excluding the transfer of assets and liabilities to financial trusts or other financial entities, the Central Bank may totally or partially exclude the liabilities mentioned in section 49, paragraph e), as well as debt defined in section 53, giving effect to the order of priority among creditors. Regarding the partial exclusion, the order of priority of point e) section 49 must be followed without giving a different treatment to liabilities of the same grade.

 

Mandatory Deposit Insurance System

 

Law No. 24,485 passed on April 12, 1995, as amended, created a Deposit Insurance System, or “SSGD”, which is mandatory for bank deposits, and delegated the responsibility for organizing and implementing the system to the Central Bank. The SSGD is a supplemental protection to the privilege granted to depositors by means of Section 49 of the FIL, as mentioned above.

 

The SSGD has been implemented through the establishment of a Deposit Guarantee Fund, or “FGD”, managed by a private-sector corporation called Seguro de Depósitos Sociedad Anónima, (Deposit Insurance Corporation, or “SEDESA”). According to Decree No. 1292/96, the shareholders of SEDESA are the government through the Central Bank and a trust set up by the participating financial institutions. These institutions must pay into the FGD a monthly contribution determined by Central Bank regulations. The SSGD is financed through regular and additional contributions made by financial institutions, as provided for in Central Bank Communication “A” 4271, dated December 30, 2004.

 

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The SSGD covers deposits made by individuals and legal entities in Argentine or foreign currency and maintained in accounts with the participating financial institutions, including checking accounts, savings accounts, and time deposits up to the amount of Ps.350,000, as set forth by Central Bank Communication “A” 5659, dated October 31, 2014, as amended.

 

Effective payment on this guaranty will be made within 30 business days after revocation of the license of the financial institution in which the funds are held; such payments are subject to the exercise of the depositor’s priority rights described above.

 

In view of the circumstances affecting the financial system, Decree No. 214/2002 provided that SEDESA may issue registered securities for the purpose of offering them to depositors in payment of the guarantee in the event it should not have sufficient funds available.

 

The SSGD does not cover: (i) deposits maintained by financial institutions in other financial institutions, including certificates of deposit bought in the secondary market, (ii) deposits made by persons directly or indirectly affiliated with the institution, (iii) time deposits of securities, acceptances or guarantees, (iv) any transferable time deposits that have been transferred by endorsement, (v) any deposits benefiting from some incentive (e.g., car raffles) in addition to the agreed upon interest rate, and (vi) any deposits in which the agreed-upon interest rate is higher than the reference interest rates periodically released by the Central Bank for time deposits and demand deposit account balances and available amounts from overdue deposits or closed accounts.

 

Pursuant to Communication “A” 5710, every financial institution is required to contribute to the FGD a monthly amount of 0.06% of the monthly average of daily balances of deposits in local and foreign currency, as determined by the Central Bank. When fixed term deposits in U.S. dollars of the private non-financial sector are used to purchase Central Bank bills denominated in U.S. dollars, financial institutions must contribute 0.015% of the monthly average of daily balances of the net position of such bills. Prompt contribution of such amounts is a condition precedent to the continuing operation of the financial institution. The first contribution was made on May 24, 1995. The Central Bank may require financial institutions to advance the payment of up to the equivalent of two years of monthly contributions and debit the past due contributions from funds of the financial institutions deposited with the Central Bank. The Central Bank may require additional contributions by certain institutions, depending on its evaluation of the financial condition of those institutions.

 

When the contributions to the FGD reach the greater of Ps.2 billion or 5.0% of the total deposits of the system, the Central Bank may suspend or reduce the monthly contributions, and reinstate them when the contributions subsequently fall below that level.

 

Capital Markets

 

Commercial banks are authorized to subscribe for and sell shares and debt securities. At present, there are no statutory limitations as to the amount of securities for which a bank may undertake to subscribe. However, under Central Bank regulations, underwriting of debt securities by a bank would be treated as “financial assistance” and, accordingly, until the securities are sold to third parties, such underwriting would be subject to limitations.

 

Law 26,831 (the “Capital Markets Law”), introduced substantial changes to regulations governing markets, stock exchanges and the various agents operating in capital markets, in addition to certain amendments to the CNV’s powers. On September 9, 2013, the CNV published the CNV Rules supplementing the Capital Markets Law. The CNV Rules have been in force since September 18, 2013.

 

One of the most significant modifications introduced by the Capital Markets Law and the CNV Rules is that agents and markets must comply with the CNV’s requirements for applying for an authorization to operate, as well as registration requirements. It further provides that each category of agent must meet minimum net worth and liquidity requirements.

 

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Additionally, under the Capital Markets Law, the self-regulation of markets was eliminated, and authorization, supervision, control, as well as disciplinary and regulatory powers, are conferred to the CNV regarding all capital market players.

 

Financial Institutions with Economic Difficulties

 

The FIL provides that any financial institution, including a commercial bank, operating at less than certain required technical ratios and minimum net worth levels, in the judgment of the Central Bank adopted by members representing the majority of the Board of Directors, with impaired solvency or liquidity or in any of the other circumstances listed in Section 44 of the FIL, must (upon request from the Central Bank and in order to avoid the revocation of its license) prepare a plan de regularización y saneamiento, or a restructuring plan. The plan must be submitted to the Central Bank on a specified date, not later than 30 calendar days after the date on which a request to that effect is made by the Central Bank. Upon the institution’s failure to submit, secure regulatory approval of, or comply with, a restructuring plan, the Central Bank will be empowered to revoke the institution’s license to operate as such.

 

Furthermore, the Central Bank’s charter authorizes the Central Bank Superintendency to fully or partially suspend, exclusively subject to the approval of the President of the Central Bank, the operations of a financial institution for a term of 30 days if the liquidity or solvency thereof are adversely affected. Such term could be renewed for up to 90 additional days, with the approval of the Central Bank’s Board of Directors. During such suspension term an automatic stay of claims, enforcement actions and precautionary measures is triggered, any commitment increasing the financial institution’s obligations shall be null and void, and debt acceleration and interest accrual shall be suspended.

 

If per the Central Bank’s criteria a financial institution is undergoing a situation which, under the FIL, would authorize the Central Bank to revoke its license to operate as such, the Central Bank may, before considering such revocation, order a plan of restructuring that may consist of a series of measures, including, among others:

 

adoption of list measures to capitalize or increase the capital of the financial institution;

 

revoke the approval granted to the shareholders of the financial institution to hold interests therein;

 

restructure or transfer assets and liabilities;

 

grant temporary exemptions to comply with technical regulations or payment of charges and penalties arising from such flawed compliance; or

 

appoint a delegate or auditor (“interventor”) that may prospectively replace the board of directors of the financial institution.

 

Revocation of the License to Operate as a Financial Institution

 

The Central Bank may revoke the license to operate as a financial institution in case a restructuring plan fails or is not deemed feasible, or local laws and regulations are violated, or the solvency or liquidity of the financial institution is affected, or significant changes occur in the institution’s condition since the original authorization was granted, or if any decision by the financial institution’s legal or corporate authorities concerning its dissolution is adopted, among other circumstances set forth in the FIL. In addition, pursuant to Communication “A” 5785, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers. For such purposes, the Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party’s operating volume, its liability and the title or function that such party holds.

 

Once the license to operate as a financial institution has been revoked, the financial institution will be liquidated.

 

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Liquidation of Financial Institutions

 

As provided in the FIL, the Central Bank must notify a competent court of the revocation decision, which will then determine who will liquidate the entity: the corporate authorities (extrajudicial liquidation) or an independent liquidator appointed by the court for that purpose (judicial liquidation). The court’s decision will be based on whether or not there is sufficient assurance that the corporate authorities are capable of carrying out such liquidation properly.

 

Bankruptcy of Financial Institutions

 

According to the FIL, financial institutions are not allowed to file their own bankruptcy petitions. In addition, the bankruptcy shall not be adjudged until the license to operate as financial institution has been revoked.

 

Once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy, or a petition in bankruptcy may be filed by the Central Bank or by any creditor of the bank, in this case after a period of 60 calendar days has elapsed since the license was revoked.

 

Once the bankruptcy of a financial institution has been adjudged, provisions of the Bankruptcy Law (as defined below) and the FIL shall be applicable; provided however that in certain cases, specific provisions of the FIL shall supersede the provisions of the Argentine Bankruptcy Law (i.e. priority rights of depositors).

 

Merger, Consolidation and Transfer of Goodwill

 

Merger, consolidation and transfer of goodwill may be arranged between entities of the same or different type and will be subject to the prior approval of the Central Bank. The new entity must submit a financial-economic structure profile supporting the project in order to obtain authorization from the Central Bank.

 

Financial System Restructuring Unit

 

The Financial System Restructuring Unit was created to oversee the implementation of a strategic approach for those banks benefiting from assistance provided by the Central Bank. This unit is in charge of rescheduling maturities, determining restructuring strategies and action plans, approving transformation plans, and accelerating repayment of the facilities granted by the Central Bank.

 

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MANAGEMENT AND CORPORATE GOVERNANCE

 

Board of Directors

 

According to our bylaws, our Board of Directors may be composed of a minimum of three and a maximum of nine directors, and the shareholders may also appoint an equal or lesser number of alternate directors. As of the date of this prospectus, our Board of Directors is composed of eight directors. There are no alternate directors. All of our directors reside in Argentina.

 

Directors and their alternates, if any, are appointed for a term of two years by our shareholders during the annual ordinary shareholders’ meeting. Directors may be reelected. Alternate directors replace directors in the order in which they were elected. Our Board of Directors is composed of eight members, half of whom are elected annually in staggered elections. Pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed. See “Description of Bylaws and Capital Stock—Election of Directors”.

 

During the first meeting after directors have been appointed, they must appoint a chairman and vice-chairman of the board. The vice-chairman would automatically replace the chairman in the event that the chairman is absent, resigns, deceases or faces any other impediment to serve as chairman. The chairman of the board may cast two votes in the case of a tie.

 

The Board of Directors functions and acts upon the majority vote of its members present at its meetings either physically or via any form of audio and visual simultaneous communication.

 

The following table sets forth the current composition of our Board of Directors:

 

Name  Title  Date of first appointment to the Board(1)  Date of expiration of current term(3)  Occupation  Date of Birth 
Julio Patricio Supervielle  Chairman of the Board  June 9, 2008(2)  December 31, 2016  Business Management  December 13, 1956 
Jorge Oscar Ramirez  Vice-Chairman of the Board  April 15, 2011  December 31, 2016  Certified Public Accountant  June 26, 1961 
Laurence Nicole Mengin de Loyer  Director  March 23, 2010  December 31, 2015  Business Management  May 5, 1968 
Atilio Dell’Oro Maini  Director  September 28, 2011  December 31, 2016  Lawyer  February 13, 1956 
Emerico Alejandro Stengel  Director  July 13, 2010  December 31, 2015  Industrial Engineer  December 17, 1962 
Richard Guy Gluzman  Director  April 15, 2011  December 31, 2016  Business Management  July 11, 1953 
Diana Mondino  Director  October 7, 2015  December 31, 2015  Economist  August 8, 1958 
María Gabriela Macagni  Director  October 7, 2015  December 31, 2015  Chemical Engineer  January 13, 1964 

  

 

(1) With the exception of Julio Patricio Supervielle, the respective date of appointment to the Board of each director is also the date on which each director first joined Grupo Supervielle.
(2) Julio Patricio Supervielle held positions within the Board since March 21, 2000, but as of 2008 has served on our board continuously.
(3) Notwithstanding the expiration date stated above, pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.

 

There are no familial relationships between the abovementioned current members of our Board of Directors.

 

The following are academic and professional backgrounds of the members of the board. The business address of each of the members of the Board is Bartolomé Mitre 434, floor 5, Buenos Aires, Argentina.

 

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Julio Patricio Supervielle received a degree in Business Administration from Universidad Católica Argentina and holds a master’s degree from The Wharton School of the University of Pennsylvania. He attended the Global CEO Program organized by Wharton, IESE and CEIBS. He joined the financial group Exprinter-Banex in the year 1986 where he held several positions at Banco Banex S.A., including: General Manager, Director and Chairman. He currently serves as Chief Executive Officer of Grupo Supervielle, Chairman of the boards of Grupo Supervielle, Banco Supervielle, CCF and Tarjeta and Viñas del Monte, Manager at Missiones Participações Ltda. and Buenos Aires Participações Ltda. and Alternate Director of Cordial Microfinanzas.

 

Jorge Oscar Ramírez is a certified public accountant, with a degree from the University of Buenos Aires. He also holds an Executive Management Program degree (PADE) from ESE, the Business School of the Universidad de Los Andes, in Santiago, Chile. From 1981 to 1985, he worked in the International Capital Markets division of Banco Nacional de Desarrollo in Argentina (National Development Bank). He subsequently joined the First National Bank of Boston (later BankBoston) where he served as a lending officer and team leader in the Corporate Banking Division (1985 1989), then as an Investment Banking Officer, Senior Investment Banker and Managing Director of Boston Investment Group (BIGSA), the investment banking arm of First National Bank of Boston (1989 1995). From 1995 to 1997 he served as the Country Manager for First National Bank of Boston in Uruguay, and at the end of 1997, he served in the same capacity in Chile. In late 2000, he assumed regional responsibilities as Regional President for the Andean Region which included Chile, Peru, Colombia and Panama. In 2003, he returned to Argentina as CEO of BankBoston. In 2004, he assumed Regional responsibilities as Regional President for Argentina and Uruguay. Mr. Ramirez left BankBoston in December 2005 after the announcement of its sale to Standard Bank of South Africa. From May 2006 to January 2011, he was a partner of Prisma Investment S.A., a financial advisory firm in Argentina. He serves on the Board of Directors of Alpargatas SAIC, the Argentine subsidiary of Alpargatas Brazil and of CRS Asesorias e Inversiones S.A., a Chilean company. Until December 2010, he also served on the board of ALICO, the life insurance company of AIG in Argentina. He is also a founding partner of Fondos Online (fol.cl), an online brokerage house in Chile founded in 2009. Since February 2011, he has been a Director of Grupo Supervielle, and is currently Vice-Chairman of the Board of Directors of Grupo Supervielle and Chairman of the Board of Directors of Supervielle Seguros.

 

Laurence Nicole Mengin de Loyer graduated from McGill University in Canada with a degree in Commerce and a master’s degree in Business Administration. She worked in the New York City investment banking arm of Banque Nationale de Paris as an Associate in Mergers and Acquisitions (1989-1990). In 1992, she joined the European Apparel Division of Sara Lee Corporation in Paris, where she held a number of financial positions in different business units including Financial Analyst (Sara Lee PP S.A.), Financial Controller (DIM S.A.), Chief Financial Officer (Playtex S.A.) and European Controller (Sara Lee BA SA). When Sara Lee Corporation sold its European Apparel Division to the private equity firm Sun Capital Partners in 2006, she served as Group Controller of the newly created stand-alone business (with sales of €1 billion) with responsibilities in the financial control, financial reorganization and in the definition of exit strategies for the private equity firm. In 2008, as a result of her move to Argentina, she volunteered as Vice President and Treasurer of a not-for-profit organization dedicated to welcoming foreigners to Argentina. In 2009, she joined the Bank, where she served as Deputy Manager in the Administration Department until her nomination to the Board of Grupo Supervielle in March 2010. She served as Director on the board of SAM and Sofital during 2010. She currently serves as Director of Grupo Supervielle, the Bank and CCF, Vice President of the Board of Directors of Sofital and Viñas del Monte.

 

Atilio Dell-Oro Maini is a lawyer, with degrees in Political Science and Agricultural Production. In 1984, he joined the law firm Cárdenas, Cassagne & Asociados and was made Partner in 1990. He worked in New York City as a Foreign Associate at the law firm White & Case in 1987 and Simpson, Thatcher & Bartlett from 1988-1989. In 1997, he worked at the London-based global law firm Linklaters & Paines. He also completed the Program of Instruction for Lawyers at Harvard Law School. In 2003, he joined the law firm Cabanellas • Etchebarne • Kelly as a Senior Partner of the Banking and Capital Markets divisions. He has extensive experience advising banks and other financial entities, corporations and governments with respect to all types of international and domestic banking and financial transactions. He is a Professor at the Master’s in Business Law program at Universidad de San Andrés, as well as a member of the Bar Association of the city of Buenos Aires. As of the date of this prospectus, he serves as the Director of Grupo Supervielle, the Bank, CCF, Tarjeta and Sofital.

 

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Emérico Alejandro Stengel is an industrial engineer, with a degree from Universidad de Buenos Aires and he holds an MBA from The Wharton School of the University of Pennsylvania. He has served as an Officer for the Corporate and Investment Banks of Citibank and Banco Santander, respectively. Subsequently, he became Partner of Booz Allen Hamilton, a global management consulting firm, where, until October 2007, he worked with multinational and large local corporations in Latin America, the United States and Europe on strategy, corporate governance, organization and operations in various industries. He has led several strategic integration and operations enhancement projects in the financial services and retail industries. Between 2006 and 2007, Mr. Stengel served as an independent director of, and from October 2007 until May 2011 as the CEO of Los Grobo Agropecuaria, a leading Mercosur agribusiness that won the National Quality Award in 2010. Between 2007 and 2011 he also served as a director of UPJ and Emporio Agro, both affiliated companies of Grupo Los Grobo. In July 2010, he became a director of Grupo Supervielle. Mr. Stengel currently serves on the boards of directors of Grupo Supervielle, the Bank, CCF and Tarjeta, as President of Cordial Microfinanzas and Vice-Chairman of the Board of Directors of Supervielle Seguros and as Alternate Director of Sofital.

 

Richard Guy Gluzman received a degree in Law from Nanterre University in Paris and a master’s degree in Business Administration from the ESSEC University in Paris. From 1978 to 1995, he worked in France holding various managerial positions in several technological companies (Burroughs S.A., Digital Equipment Corporation, Wang S.A. and JBA S.A.). His career in Argentina started in 1995, when he joined Coming S.A. (France Telecom & Perez Companc Group) as General Manager until 1997. From 1997 through 1999, he served as a member of Globalstar S.A.’s Board of Directors. From 1998 through 2000, he was at the helm of Diveo Broadband Networks S.A. as General Manager and then, from 2000 to 2006, he was a Director of Pegasus Capital, a private equity fund. As of the date of this prospectus, he serves on the Board of Directors of Grupo Supervielle, as Vice-Chairman of the boards of directors of the Bank, CCF and Tarjeta, as well as Alternate Director of Sofital.

 

Diana Mondino has been Dean of Public Affairs at CEMA University since 2006, where she also is a professor for the MBA and Master in Finance programs. She has extensive experience in management and economics, and actively participates in various capital markets projects. From 2006 to 2011 she was a board member of Pampa Energía, a NYSE-listed company and the largest holding company of electric utilities in Argentina. From 2003 to 2005 she was Latin American Regional Head for Standard & Poor’s, based in New York, where she worked with regional operations. In 1991 she founded Risk Analysis, a local rating agency acquired in 1997 by Standard & Poor’s, and acted as Managing Director for credit practices, particularly with respect to corporate and financial institutions. She holds an MBA from IESE—Spain and a B.A. in Economics from the Universidad de Córdoba, Argentina.

 

María Gabriela Macagni is a chemical engineer, with a degree from the Instituto Tecnológico Buenos Aires (ITBA) and received postgraduate specialization in business management at Harvard Business School and Stanford Business School. She began her career as consultant working for Accenture. Subsequently, she joined Citibank Argentina and was assigned to the team handling the takeover of Entel (Empresa Nacional de Telecomunicaciones), which at the time was privatized. Citibank, Telefonica de España and Techint, as shareholders of Telefonica de Argentina, were awarded the southern operations of Entel. She then became an Investment Banking Officer and was responsible for structuring deals totaling over US$2 billion, both in the Argentine and international debt and equity markets. As a Senior Banker, she led the Media and Telecom Unit. After the 2001-2002 financial crisis in Argentina, she led the Corporate Bank Restructuring Unit. Subsequently, she joined the Citibank Argentina Board of Directors, supervising Strategic Planning and Business Development. Since late 2011, she has served as Managing Director of Endeavor Argentina, an organization supporting high impact entrepreneurs in scaling their businesses, both in Argentina and globally. In 2015, she became a director of Grupo Supervielle. She is also a member of the Graduate Council at ITBA.

 

Duties and Liabilities of Directors

 

Directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Under Section 274 of the Argentine Corporate Law, directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating any law or the bylaws or regulations, if any, and for any damage to these parties caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director’s duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or allowing another to take advantage, by action or omission, of the business opportunities of the company; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation’s bylaws or the shareholders’ or the board of directors’ resolutions were intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the company’s interests. A director must inform the board of directors and the supervisory committee of any conflicting interest he may have in a proposed transaction and must abstain from voting thereon.

 

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In general, a director will not be held liable for a decision of the board of directors, even if that director participated in the decision or had knowledge of the decision, if (i) there is written evidence of the director’s opposition to the decision and (ii) the director notifies the Supervisory Committee of that opposition. However, both conditions must be satisfied before the liability of the director is claimed before the board of directors, the supervisory committee or the shareholders or relevant authority or the commercial courts.

 

Section 271 of the Argentine Corporate Law allows directors to enter into agreements with the company that relate to such director’s activity and under arms’ length conditions. Agreements that do not satisfy any of the foregoing conditions must have prior approval of the board of directors (or the supervisory committee in the absence of board quorum), and must be notified to the shareholders at a shareholders’ meeting. If the shareholders reject the agreement, the directors or the members of the supervisory committee, as the case may be, shall be jointly and severally liable for any damages to the company that may result from such agreement. Agreements that do not satisfy the conditions described above and are rejected by the shareholders are null and void, without prejudice to the liability of the directors or members of the supervisory committee for any damages to the company.

 

The acts or agreements that a company enters into with a related party involving a relevant amount shall fulfill the requirements set forth in Section 72 and 73 of Law No. 26,831. Under Section 72, the directors and syndics (as well as their ascendants, descendants, spouses, brothers or sisters and the companies in which any of such persons may have a direct or indirect ownership interest) are deemed to be a related party. Relevant amount is considered to be an amount which exceeds 1% of the net worth of the company as per the latest balance sheet. The board of directors or any of its members shall require the audit committee a report stating if the terms of the transaction may be reasonably considered adequate in relation to normal market conditions. The company may resolve with the report of two independent evaluating firms that shall have informed about the same matter and about the other terms of the transaction. The board of directors shall make available the shareholders the report of the audit committee or of the independent evaluating firms, as the case may be, at the main office on the business day after the board’s resolution was adopted and shall communicate such fact to the shareholders of the company in the respective market bulletin. The vote of each director shall be stated in the minutes of the board of directors approving the transaction. The transaction shall be submitted to the approval of the shareholders of the company when the audit committee or both evaluating firms have not considered the terms of the transaction to be reasonably adequate in relation to normal market conditions. In the case where a shareholder demands compensation for damages caused by a violation of Section 73, the burden of proof shall be placed on the defendant to prove that the act or agreement was in accordance to the market conditions or that the transaction did not cause any damage to the company. The transfer of the burden of proof shall not be applicable when the transaction has been approved by the board of directors with the favorable opinion of the audit committee or the two evaluating firms.

 

We may initiate causes of action against directors if so decided at a meeting of the shareholders. If a cause of action has not been initiated within three months of a shareholders’ resolution approving its initiation, any shareholder may start the action on behalf and on the company’s account. A cause of action against the directors may be also initiated by shareholders who object to the approval of the performance of such directors if such shareholders represent, individually or in the aggregate, at least 5% of the company’s capital stock.

 

Except in the event of our mandatory liquidation or bankruptcy, shareholder approval of a director’s performance, or express waiver or settlement approved by the shareholders meeting, terminates any liability of a director vis-à-vis the company, provided that shareholders representing at least 5% of the company’s capital stock do not object and provided further that such liability does not result from a violation of law or the company’s bylaws.

 

Under Argentine law, the board of directors is in charge of the company’s management and administration and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine Corporate Law, the company’s bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed in shareholders meetings and for the performance of any particular task expressly delegated by the shareholders.

 

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Meetings, Quorum, Majorities

 

Our Board of Directors must hold a minimum of one regularly scheduled meeting every three months. Meetings must also be convened when called by any member of the Board of Directors. The quorum for a Board of Directors’ meeting is the majority of its members. The Board of Directors will pass resolutions by the affirmative vote of the majority of members present. Pursuant to our bylaws our directors may participate in a meeting of the Board of Directors by means of a communication system that provides for a simultaneous transmission of sound, images and words. If we make a public offer of our stock, directors participating by such means count for quorum purposes and the board will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system.

 

Compensation

 

Our shareholders fix our directors’ compensation, including their salaries and any additional wages arising from the directors’ permanent performance of any administrative or technical activity. Compensation of our directors is regulated by the Argentine Corporate Law and the CNV regulations. Any compensation paid to our directors must have been previously approved at an ordinary shareholders meeting. Article 261 of the Argentine Corporate Law provides that the compensation paid to all directors and syndics in a year may not exceed 5.0% of net income for such year, if the company is not paying dividends in respect of such net income. The Argentine Corporate Law increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of dividends, if any, that are paid. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders’ meeting so approves, such issue is included in the agenda, and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the supervisory committee requires shareholders’ ratification at an ordinary shareholders’ meeting.

 

We have not entered into employment contracts with the members of our board. We have assigned executive and technical-administrative functions to some of our directors.

 

During the annual ordinary shareholders’ meeting held on April 30, 2015, the shareholders approved total directors’ fees of approximately Ps.9.1 million for services rendered in 2014.

 

As of the date of this prospectus, neither we, nor any of our affiliates, have entered into any agreement that provides for any benefit or compensation to any director after expiration of his or her term. 

 

Incentive-based Retirement Plan for Senior Management and Directors

We intend to put in place an incentive-based retirement plan, which would replace certain existing compensation mechanisms. Members of our senior management and Board of Directors will be entitled to receive cash payments over time under the plan if certain performance targets are met. 50% of the funds contributed by us to the plan will be released to individual plan accounts once the performance targets have been met, subject to compliance with three-month minimum waiting periods mandated by Argentine legislation. The remaining 50% of the funds will vest after an additional 12-month waiting period. The program is expected to cover up to 70 members of our senior management and our Board of Directors. We will monitor the eligibility and participation of the members as the program develops. We expect to contribute approximately US$4.66 million per year to the program.

Independence Criteria of Directors

 

In accordance with the provisions of Section 4, Chapter I, Title XII “Transparencia en el Ámbito de la Oferta Pública” and Section 11, Chapter III, Title II “Órganos de Administración y Fiscalización, Auditoría Externa” of the CNV Rules, we are required to report to the shareholders meeting, prior to vote the appointment of any director, the status of such director as either “independent” or “non-independent.” At present, Julio Patricio Supervielle, Jorge Oscar Ramirez, Atilio Dell’Oro Maini, Emérico Alejandro Stengel, Richard Guy Gluzman and Laurence Nicole Mengin de Loyer are non-independent, Diana Mondino and María Gabriela Macagni are independent members of our board according to the criteria established by the CNV. See “Audit Committee” for further details about independence requirements of the members of our Audit Committee at the time of the offering.

 

Corporate Governance

 

We have adopted a Corporate Governance Code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The Corporate Governance Code follows the guidelines established by the CNV and the Central Bank. We have also adopted a Code of Ethics and an Internal Conduct Code, each designed to establish guidelines with respect to professional conduct, morals and employee performance.

 

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Officers

 

Our management is comprised of our CEO, Julio Patricio Supervielle, who reports to the Board of Directors, our chief financial officer (“CFO”), Alejandra Naughton, who is in charge of the financial and accounting division, our Risks, Legal Affairs and Compliance Manager, Sergio Gabai, our Credit Manager, Javier Martinez Huerga, who is in charge of our global credit risk division and our Human Resources Manager, Santiago Batlle. Each of our officers reports to the CEO.

 

Name  Office  Profession   Date of Birth 
Julio Patricio Supervielle  Chief Executive Officer  Business Administration   December 13, 1956 
Alejandra Naughton  Chief Financial Officer  Economics   September 22, 1962 
Sergio Gabai  Risk, Legal Affairs and Compliance Manager  Lawyer   April 26, 1967 
Javier Martinez Huerga  Chief Credit Officer  Industrial Engineer   January 31, 1958 
Santiago Batlle  Human Resources Manager  Lawyer   April 16, 1973 

  

The CEO has five main responsibilities: (i) creating value for shareholders by monitoring the business units, (ii) bringing innovation to the provision of financial services, (iii) making sure that we deliver high quality and cost competitive services, (iv) leveraging key resources to provide support for the business units and (v) planning and executing acquisitions and alliances that fit into the corporate strategy.

 

The CFO directs and oversees the finance, controlling, accounting and investor relations divisions. The finance division is responsible for capital planning and funding strategies. The controlling division is responsible for continuous evaluations of short-term and long-term strategic financial objectives, preparing financial trends analyses and analyses of forecasts, budgets and costs. The accounting division monitors compliance with generally accepted accounting principles and applicable federal, state and local regulations and laws, and rules for financial and tax reporting. The investor relations division is responsible for preparing and providing financial information to, and coordinating with, regulatory bodies and both domestic and international investors and analysts.

 

The Risks, Legal Affairs and Compliance Manager is responsible for developing and implementing an appropriate framework for the administration of overall risks that allows for the identification, evaluation, monitoring and mitigation of credit risk, financial risk (including market risk, interest rate risk and liquidity risk), as well as operational risks (including reputation risk) for each of our businesses. The Risks, Legal Affairs and Compliance Manager is in charge of ensuring that each of our businesses complies with internal policies and procedures within the legal framework established by regulatory authorities and with the applicable contractual requirements. In addition, the Risks, Legal Affairs and Compliance Manager provides legal advice to Grupo Supervielle and each of its subsidiaries regarding business development, the prevention of legal risk and conflict resolution.

 

The Credit Manager is responsible for defining and putting into practice our global credit risk policies across all business units. The Credit Manager utilizes common risk assessments and information collection platforms across all business units. He also maximizes the value we offer clients by facilitating the transit of clients across business units through credit policies designed specifically for upward sales and cross sales. In addition, the Credit Manager maximizes penetration into different socio-economic segments through inclusive credit policies, while ensuring that pricing is consistent with risk levels. The Credit Manager also manages and controls procedures related to credit risk and collection and recoveries for the purpose of safeguarding our assets, minimizing losses related to defaults and maximizing the protection of our businesses’ rights and interests.

 

The human resource manager is responsible for the design and implementation of human capital strategies. The human resource manager is in charge of global human resource policies across all business units. He functions as a strategic partner of top management to ensure that we attract and retain the talent necessary to achieve business growth. The human resources manager’s main strategies are: consolidating our talent pool, developing a sustainable organization focused on clients and with competitive remuneration packages, spreading the Supervielle culture, which breeds innovation, work ethic, empowerment and merit recognition and maintaining high morale among employees.

 

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The following are academic and professional backgrounds of our management members:

 

Alejandra Naughton has been Chief Financial Officer of Grupo Supervielle since September 2011. She holds a degree in Economics from the Universidad de Buenos Aires and a post graduate degree in Project Management from Universidad de Belgrano. She attended the CFO Executive Program at the University of Chicago Booth School of Business. She has taken courses at the Bank of England in London, where she was awarded the Expert in Finance and Management Accounting and Expert in Corporate Governance degrees; at the Federal Reserve Bank of New York where she was conferred the Expert in Management and Operations degree and at the International Monetary Fund where she was awarded the Expert in Safeguards Assessment degree. From 1994 to 2007 she served on the Central Bank’s staff in several senior positions, including that of Deputy General Manager (2003 to 2007) and Argentine Representative to the Governance Network at the Basle based Bank for International Settlements (Switzerland). During the years 2007 and 2008 she worked as a Consultant to the International Monetary Fund. As of the date of this prospectus, she is also Chief Finance Officer at the Bank and she serves as Vice-Chairman of the Board of Directors of Espacio Cordial.

 

Sergio Gabai has been Head of Risk, Legal Affairs, Compliance and AML of Grupo Supervielle since May 2012. A graduate of the Universidad de Buenos Aires as an Attorney-at-Law, he also holds a Master’s degree in Economics and Insurance Law from the Universidad Católica Argentina and a Ph.D. in Management from University of Navarra’s IESE Business School. He attended the Management Program for Lawyers at Yale University and participated of the Effective Leadership Program at Universidad Austral – IAE. He also attended the Innovation Program at Universidad de San Andrés and the Finance and Operative Efficiency Program at Wharton School. From 1998 through 2000, he was the Legal Affairs Assistant Manager at Bank Boston. From 2000 through 2007 he was in charge of BBVA Banco Francés Legal Services for the Banking Business Department. He also serves as Director of Espacio Cordial and SAM, and as Alternate Syndic for Sofital, Tarjeta Automática, Supervielle Seguros and Cordial Microfinanzas.

 

Javier Martinez has been Chief Credit Officer of Grupo Supervielle since September 2012. He graduated from the Universidad de Buenos Aires as an Industrial Engineer and has a Master’s degree in Business Management from Universidad de El Salvador. From 1988 to 1993 he worked as the Head of Business Analysis at Banco Francés and from 1993 to 1995 as Business Manager of Banco del Sud. From 1996 to 2009 he worked at Banco Itaú Argentina as Risks and Credit Director. He later worked as an independent consultant and from 2010 to August 2012 he served as General Manager of Puente Hnos SGR.

 

Santiago Enrique Batlle graduated from Universidad Católica de La Plata as an Attorney at Law and received his Master’s degree in Business Administration Management from the School of Business and Management at IAE Universidad Austral. He also received a postgraduate degree in Human Resources from Universidad Argentina de la Empresa. He participated in the Senior Management Program at IAE Universidad Austral and other programs at Stanford, London Business School and Michigan University. From July 2000 to 2004, he served as Labor Relations Manager at Bank Boston NA, and from 2005 to March 2007 he served as their Human Resources Executive Director. From April 2007 to December 2010, he was Human Resources Executive Director at Standard Bank Argentina. He has served as Human Resources Head of Grupo Supervielle and Banco Supervielle since February 2011.

 

For the biography of Mr. Julio Patricio Supervielle see “—Our Board of Directors.”

 

Compensation

 

The members of our management who rendered services during 2014 did not receive any compensation or fees for services rendered in such capacity.

 

Supervisory Committee

 

We have a monitoring body called the supervisory committee (“Supervisory Committee”). Our Supervisory Committee consists of three syndics and three alternate syndics appointed by shareholders at our annual ordinary shareholders’ meeting. The syndics and their alternates are elected for a period of one year, and any compensation paid to our syndics must have been previously approved at an ordinary shareholders meeting. The term of office of the members of the Supervisory Committee expires on April 29, 2016.

 

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Pursuant to the Argentine Corporate Law, only lawyers and accountants admitted to practice in Argentina and domiciled in Argentina or civil partnerships composed of such persons may serve as syndics in an Argentine sociedad anónima, or limited liability corporation.

 

The primary responsibilities of the Supervisory Committee are to monitor the management’s compliance with Argentine Corporate Law, the bylaws, its regulations, if any, and the shareholders’ resolutions, and to perform other functions, including, but not limited to: (i) attending shareholders’ and Board of Directors’ meetings, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the Board of Directors, (iii) monitoring the company’s corporate records and other documents, and (iv) investigating written complaints of shareholders. In performing these functions, the Supervisory Committee does not control our operations or assess the merits of the decisions made by the Board of Directors.

 

The following chart shows the members of our Supervisory Committee according to the resolution passed at the annual ordinary shareholders’ meeting held on April 30, 2015. According to Technical Resolution No. 15 of the Argentine Federation of Professional Counsel of Economic Sciences and Section III, Chapter III of Title II of the CNV Rules, all of our syndics and alternate syndics are independent.

 

Name  Office  Beginning Date of Office  Profession   Date of Birth 
Enrique José Barreiro  Syndic  June 8, 2009  Public Accountant   December 5, 1945 
Carlos Alberto Asato  Syndic  June 8, 2009  Public Accountant   January 15, 1948 
María Cristina Fiorito  Syndic  April 29, 2014  Lawyer   February 20, 1976 
Carlos Enrique Lose  Alternate Syndic  June 8, 2009  Public Accountant   October 2,1943 
Roberto Aníbal Boggiano  Alternate Syndic  June 8, 2009  Public Accountant   September 1,1955 
Carlos Alfredo Ojeda  Alternate Syndic  May 17, 2010  Public Accountant   January 15,1944 

  

The following are academic and professional backgrounds of the Supervisory Committee members:

 

Enrique José Barreiro received a degree in Public Accounting from Universidad Nacional de Lomas de Zamora. From 1969 through May 2000, he worked at Banco Tornquist/Credit Lyonnais, where he held the position of Assistant Accountant for five years. From June 2000 through June 2007, he held the position of Assistant Accountant and General Accountant at Banco San Luis/Banco Banex S.A. From July 2007 through March 2008, he was an Assistant Accountant at the Bank. As of the date of this prospectus, he is a Syndic for Grupo Supervielle, the Bank, CCF, Cordial Microfinanzas, Tarjeta, Espacio Cordial, Sofital and Supervielle Seguros.

 

Carlos Alberto Asato graduated from Universidad de Buenos Aires’s School of Economic Sciences as a Public Accountant. From October 1969 to March 1998, he held several positions at Banco Quilmes, including Department Head. Since 1983, he has been managing his own accounting and tax consultancy firm, Carlos Asato y Asociados. He also renders services as an external consultant in finance, tax and costs to Estudio Bruno Matarazzo y Asociados S.A. He is also a professor in the Public Accounting, Administration and Foreign Trade programs at Universidad del Museo Social Argentino. As of the date of this prospectus, he is a Syndic for Grupo Supervielle, the Bank and Sofital.

 

María Cristina Fiorito is a lawyer with a degree from Universidad de Buenos Aires’s Law School, where she specialized in Criminal Law. She continued her studies at the Universidad de Salamanca, where she received a postgraduate degree in Criminal Law and Organized Crime, Corruption and Terrorism, as well as a degree in Specialist in Criminal Law. She also participated in the Executive Money and Assets Laundering Prevention Program at Universidad Di Tella and received a certification as a Specialist in Anti-Money Laundering (CAMS). As of the date of this prospectus, Ms. Fiorito is a Syndic for Grupo Supervielle and the Bank.

 

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Carlos Enrique Lose is a Public Accountant and member of the Faculty of Economics at the Universidad de Buenos Aires. He worked for several years in the Audit Department of an important professional office, and later dedicated himself to providing business advice. He has taught on the Faculty of Economics at Universidad de Buenos Aires. He has taught courses at both private and professional institutions. He is a founding partner of Bermúdez, Lose & Asoc. He has published work in technical journals and is co-author of the book “Normas de Presentación de Estados Contables de Sociedades por Acciones”. As of the date of this prospectus, he is an Alternate Syndic for Grupo Supervielle, the Bank, CCF and Espacio Cordial.

 

Roberto Aníbal Boggiano graduated from the Universidad de Buenos Aires with a degree in Public Accounting. He has attended post-graduate seminars on planning and corporate taxation. Mr. Boggiano has worked at several companies, including Celulosa Jujuy S.A., where he worked as an analyst accountant assistant, general accountant and chief of planning from 1978 to 1994; Sert S.A., where he served as the administrative manager from 1994 to 1995; and Estudio Carlos Asato y Asociados, where he was in charge of corporate taxation and advising from 1995 to 2011. Mr. Boggiano was until December 31, 2010 an Alternate Syndic of Fiorito Factoring S.A. As of the date of this prospectus, he serves as an Alternate Syndic for Grupo Supervielle and Banco Supervielle.

 

Carlos Alfredo Ojeda is a Public Accountant. He graduated from the University of Buenos Aires. He was an Internal Audit Manager of the International Division of Gillette Company until 1977, and worked in Argentina, Brazil, Chile and Peru. He was a Partner of a major national professional office until 1995. He is a consultant on audit and corporate issues and has an active participation in management and control aspects of corporations in various industries. He has taught at the Universidad de Buenos Aires, including courses on Financial Planning and Budget Control and Audit and Management Control. He has also been a speaker at various seminars and courses in his areas of specialty. He is a co-author of “Auditoria – Técnica y Práctica” (Editorial Junin) and “Normas para la Presentación de Estados Contables de Sociedades por Acciones” (Editorial Errepar). He is a contributor to the publication “Doctrina Societaria y Concursal” (Editorial Errepar). As of the date of this prospectus, he serves as an Alternate Syndic for Grupo Supervielle.

 

Pursuant to Article 13 ter of our bylaws, and according to the provisions of Section 79 of Law No. 26,831, our extraordinary shareholders meeting may vote to eliminate our Supervisory Committee by meeting the requirements of applicable laws, including Article 79 of Decree No. 1023/2013 .

 

Compensation

 

During the annual ordinary shareholders’ meeting held on April 30, 2015, the shareholders decided to pay, as compensation for services rendered during 2014, to Enrique José Barreiro, Carlos Alberto Asato and María Cristina Fiorito a sum of Ps.4,000, Ps.60,000 and Ps.5,000, respectively.

 

Audit Committee

 

Pursuant to Law No. 26,831 and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors.

 

Our audit committee is composed of no fewer than three independent members designated by our Board of Directors, who are independent under Rule 10A-3 under the Exchange Act (“Rule 10A-3”) and applicable NYSE standards.

 

Our audit committee is composed of three members who are financially literate, and one, Laurence Nicole Mengin de Loyer, is a financial expert.

 

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The Company will take the necessary measures to ensure that independent alternate members are available in order to fill possible vacancies. A quorum for a decision by the audit committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may cast two votes in the case of a tie. Pursuant to our bylaws, audit committee members may participate in a meeting of the committee by means of a communication system that provides for a simultaneous transmission of sound, images and words, and members participating by such means count for quorum purposes and the committee will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system. If the committee holds meetings by means of such communication system, it must comply with the same requirements applicable to Board of Directors’ meetings held in such way. Decisions of the audit committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV Rules, the audit committee must hold at least one regularly scheduled meeting every three months.

 

Pursuant to Law No. 26,831, the audit committee, among other things:

 

advises on the Board of Directors’ proposal for the designation of external independent accountants and ensure their independence;

 

oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;

 

oversees our information policies concerning risk management;

 

provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;

 

advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;

 

advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;

 

verifies the fulfillment of any applicable rules of conduct; and

 

issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

 

Additionally, the audit committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the audit committee if the audit committee so requests it, and are required to grant the audit committee full cooperation and information. The audit committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

 

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The following chart shows the members of our Audit Committee according to the resolution passed at the Board of Directors’ meeting held on November 10, 2015.

 

Name  Position  Profession  Status(1)
Diana Mondino      Economist   Independent 
María Gabriela Macagni      Chemical Engineer   Independent 
Laurence Nicole Mengin de Loyer      Business Management   Independent(2) 

_______________

 

(1) Pursuant to Rule 10A-3.

(2) Laurence Nicole Mengin de Loyer is an independent director under Rule 10A-3, but is not an independent director under Section 11, Chapter III, Title II “Órganos de Administración y Fiscalización, Auditoría Externa” of the CNV Rules.

 

Anti-Money Laundering and Anti-Terrorist Finance Committee

 

We have an anti-money laundering and anti-terrorist finance committee consisting of two members of our Board of Directors. Decisions of the Anti-Money Laundering and Anti-Terrorist Finance Committee are recorded in a special corporate book and signed by all members of the committee who were present at the meeting.

 

Among its duties, the anti-money laundering and anti-terrorist finance committee must:

 

oversee the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our financial statements, financial and accounting information and our consolidated financial statements and information;

 

maintain an understanding of and ensure timely and appropriate responses regarding compliance with applicable rules and matters related to money laundering, conduct in the securities markets, data protection, reporting requirements and enforcement actions;

 

ensure that the Code of Ethics and Internal Conduct Code comply with current rules and regulations;

 

maintain an understanding of procedures to ensure that they are complete and up-to-date and approve such procedures to then bring them before the Board of Directors for its consideration and approval;

 

advise Grupo Supervielle on its financial, reputational, legal and operative risks, and oversee compliance with policies designed to mitigate these risks;

 

evaluate and improve the quality of Grupo Supervielle’s customer service, risk control and operations;

 

ensure the proper intervention of the Board of Directors with respect to the approval of decisions adopted by the committees when required by corporate governance rules and to oversee compliance with these rules;

 

oversee the maintenance of adequate internal controls by each of Grupo Supervielle’s subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and

 

oversee the compliance with current applicable anti-money laundering rules and ensure that Grupo Supervielle and its subsidiaries are in compliance with best practices related to anti-money laundering; and ensure that the anti-money laundering and anti-terrorist finance committee has a rapporteur member with knowledge relating to anti-money laundering and anti-terrorism finance who from time to time presents a report to the anti-money laundering and anti-terrorist finance committee regarding the state and relevant facts relating to each of Grupo Supervielle’s subsidiaries.

 

Additionally, the anti-money laundering and anti-terrorist finance committee must prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants must attend the meetings of the anti-money laundering and anti-terrorist finance committee if the committee so requests it, and must grant the anti-money laundering and anti-terrorist finance committee full cooperation and information. The anti-money laundering and anti-terrorist finance committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

 

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The following table sets forth the members of the anti-money laundering and anti-terrorist finance committee.

 

Name  Position
Atilio María Dell’Oro Maini   Director
Richard Guy Gluzman   Director
Alejandra Naughton   Standing Invitee
Carlos Noel   Rapporteur Member
Leandro Conti   Secretary

 

Risk Management Committee

 

The risk management committee is composed of two of our directors and members of the management team, and of our main subsidiaries.

 

Our risk management committee performs the following functions:

 

develops strategies and policies for the management of credit risk, market risk, interest rate risk, liquidity risk, operational risk and other risks that could affect us, makes sure our strategies and policies are in line with regulations and best practices and oversees their correct implementation and enforcement and defines Grupo Supervielle’s risk appetite and tolerance and the global risk profile for the approval of the Board of Directors;

 

approves limits relating to the management of credit risk, market risk, interest rate risk and liquidity risk, and monitors the evolution of key indicators relating to operational risk, which includes a map of risks used by the trading desk for trading operations and the map of risks for investment operations at a consolidated level;

 

periodically monitors the risks that Grupo Supervielle faces and the application of strategies and policies designed to address such risks;

 

defines the general criteria for pricing risk;

 

evaluates the adequacy of capital with respect to Grupo Supervielle’s risk profile;

 

defines policy and the methodological framework for performing stress tests with respect to risk management, approves scenarios for conducting individual stress tests for particular and general risks, evaluates and discusses the results of the stress tests that are presented and recommends contingency plans to address such risks, utilizes the results of the stress tests for the consideration of establishing or revising the limits and brings all of the results of the tests to the Board of Directors for approval;

 

designs effective information channels and systems for the Board of Directors related to risk management;

 

ensures that ours subsidiaries’ management compensation plans incentivize a prudent level of each risk;

 

approves risk management quantitative models and monitors the effectiveness of such models; and

 

remains aware of the memos and rules related to risk published by each regulatory agency that regulates any of our subsidiaries, as well as understands the repercussions that the application of such memos or rules could have on our operations.

 

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The following table sets forth the members of the risk management committee.

 

Name  Position
Jorge Ramirez   Chairman
Julio Patricio Supervielle   Director
Alejandro Emérico Stengel   Director
Laurence Nicole Mengin de Loyer   Director
Jose Luis Panero   Permanent Invitee
Hernan Oliver   Permanent Invitee
Carlos Depalo   Permanent Invitee
Alejandra Naughton   Permanent Invitee
Javier Martinez   Permanent Invitee
Sergio Gabai   Permanent Invitee
Javier Conigliaro   Secretary

 

Credit House Limit Committee

 

The Credit House Limit committee is composed of at least three members of our Board of Directors, one of whom is the Chairman of the Board. The CEO of the Bank, the Chief Credit Risk Officer (“CCRO”) and the Bank’s heads of Retail Banking, Corporate Banking and Global Markets, are also members. The CCRO acts as chairman of the committee.

 

The Credit House Limit Committee is the highest authority in our and our subsidiaries’ credit risk decision-making structure with respect to assessing situations in which any credit approval limit is exceeded.

 

Our Credit House Limit committee performs the following functions:

 

Approves credit policies and each of our subsidiaries’ credit approval limits.

 

Reviews and establishes credit risk limits for our subsidiaries relating to facilities, duration, guarantees, special circumstances and environmental risks in connection with financing projects.

 

Confirms the credit policies approved by the board of directors of each of our subsidiaries.

 

Oversees the performance of each of our subsidiaries’ credit committees.

 

A quorum is established when more than half of the commmittee’s members are present and requires the presence of the chairman of the committee and at least two directors. A quorum of the majority of members present at the assembly is required to make any decision, and each of the directors may veto such decision. In the case of a tie, our CEO will have the deciding vote.

 

The following table sets forth the members of the Credit House Limit committee.

 

Name  Position
Chief Credit Risk Officer – Javier Martinez Huerga   Chairman
Julio Patricio Supervielle   Director
Alejandro Emérico Stengel   Director
Jorge Ramirez   Director
Diana Mondino   Independent Director
CEO of Banco Supervielle – Jose Luis Panero   Member
Head of Corporate Banking – German Magnoni   Member
Head of Retail Banking – Nerio Peitiado   Member
Head of Global Markets – Hernan Oliver   Member

  

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When the agenda for the meeting relates to policy, the Chief Risk Officer and Head of Credit Risk of Institutional Relations must join as voting members.

 

Corporate Governance Committee

 

The corporate governance committee monitors the implementation and enforcement of the corporate governance code for Grupo Supervielle and its subsidiaries. The corporate governance committee makes sure that we and our subsidiaries comply with the guidelines established by Communication “A” 5201 of the Central Bank, the Capital Markets Law (Ley de Mercado de Capitales) and CNV Rules. Among its duties, the corporate governance committee monitors the structure of our Board of Directors and committees and establishes the basic objectives that the Board of Directors and management must follow with respect to their activities and businesses.

 

The corporate governance committee periodically evaluates the operations and compliance levels of the Board of Directors and each of the existing committees, and may issue recommendations to improve efficiency. It also organizes annual training sessions with assistance from the Human Resources Manager. The corporate governance committee works with our Board of Directors, assisting it in evaluating efficiency and the adequacy of our corporate governance policies and those of our subsidiaries, proposing the necessary measures to ensure compliance. The corporate governance committee is also in charge of engaging with local regulators (such as the CNV, Central Bank, MERVAL, MAE and IGJ), international regulators and enforcing agencies, and ensuring compliance with each recommendation or proposal issued by them. The corporate governance committee also makes recommendations to our Board of Directors regarding how to comply with applicable guidelines established by the Basel accords.

 

The following table sets forth the members of the corporate governance committee.

 

Name  Position
Atilio Dell’Oro Maini   Chairman
Alejandra Naughton   Member
Javier Conigliaro   Member
Sergio Gabai   Member
Julio Patricio Supervielle   Permanent Invited Director
Jorge Oscar Ramirez   Permanent Invited Director
Alejandro Stengel   Permanent Invited Director
María Teresa Gianelli   Secretary

 

Human Resources Committee

 

Our human resources committee was created through the merger of two existing committees: the Nominating, Evaluation and Compensation and Corporate Governance Committee and the Ethics and Compliance Committee.

 

The human resources committee approves and monitors our compensation policies. The committee helps create compensation policies and job performance evaluation systems.

 

Our human resources committee performs the following functions:

 

brings to the Board of Directors proposals for nominations of the directors of Group Supervielle and its subsidiaries and all other officials that the Board of Directors appoints;

 

proposes to the Board of Directors compensation policies for the directors;

 

carries out an annual report regarding director compensation policies and submits its conclusions and recommendations to the Board of Directors;

 

gathers information about the periodic evaluations of the staff of Group Supervielle and its subsidiaries;

 

determines the search method for directors, whether through a third party from an external consulting firm that specializes in human resources or directly; and

 

approves any external consulting firm that specializes in human resources.

 

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The following table sets forth the members of the human resources committee.

 

Name  Position
Julio Patricio Supervielle   Chairman
Richard Guy Gluzman   Member Director
Jorge Oscar Ramirez   Member Director
Santiago Batlle   Secretary

  

Banco Supervielle S.A.’s Board of Directors

 

Our main subsidiary, the Bank is managed by its Board of Directors, which is currently comprised of six members. As of the date of this prospectus, the shareholders present at any annual ordinary meeting may determine the size of the Board of Directors, provided that there shall be no less than three and no more than nine directors, and appoint an equal or lesser number of alternate directors. The shareholders’ meeting may also appoint an equal or lesser number of alternate directors. Any director so appointed will serve for two years. The elections of our Board of Directors are staggered. As of the date of this prospectus, one half of the members of our Board of Directors are elected each year. While directors generally serve two-year terms, in the event of an increase or decrease in the number of directors serving on our board, the shareholders’ are authorized to appoint directors for a period of less than two years. Directors may be reelected and will remain on their duties until their replacements take their positions.

 

On July 19, 2010, the Board of Directors approved a revised version of the Bank’s corporate governance model, which contains most of the recommendations made by the Central Bank and CNV regarding corporate governance. Such model provides guidelines regarding decision-making by our Board of Directors, as well as certain guidelines for the committees reporting to the Board of Directors. This corporate governance model may change in the future in consideration of the recommended guidelines in Communication “A” 5201, approved by the Central Bank on May 9, 2011. Among other things, the model incorporates provisions to the Board of Directors’ regulations, such as:

 

The Board of Directors shall meet on a monthly basis in order to discuss policies, strategic issues and business, and other customary issues such as provisions, budgetary divergences, portfolios, etc.

 

The Board of Directors shall meet on a quarterly basis in order to analyze: (i) operational risks and regulatory compliance, (ii) prevention of money laundering and financing of terrorism, (iii) auditing, (iv) information technology, (v) human resources, (vi) credit risks, and (vii) implementation of the Bank’s strategic plan.

 

The following table sets forth information about the members of the Bank’s Board of Directors, which is currently comprised of five members:

 

Name  Title   Year of Election to the Board    Date of Expiration of Term    Date of Birth 
Julio Patricio Supervielle  Chairman of the
Board
   2005    April 28, 2016    December 13, 1956 
Richard Guy Gluzman  Vice-Chairman of the Board        April 28, 2017    July 11, 1953 
Carlos Martín Noel  Director   2005    April 28, 2017    March 5, 1948 
Laurence Nicole Mengin de Loyer  Director   2010    April 28, 2016    May 5, 1968 
Atilio Dell’Oro Maini  Director   2011    April 28, 2016    February 13, 1956 
Emerico Alejandro Stengel  Director   2010    April 28, 2017    December 17, 1962 

  

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All of the appointed directors were approved by the Central Bank to be members of the Board of Directors as required by Central Bank regulations.

 

Pursuant to Section 11, Chapter III, Title II of the CNV Regulations, we note that none of the directors qualifies as an independent director.

 

Set forth below is a brief biographical description of Carlos Martín Noel. For biographical descriptions of the rest of the Bank’s directors, see “Management and Corporate Governance—Our Board of Directors.”

 

Carlos Martín Noel received a degree in Industrial Engineering from the Universidad Católica Argentina. He completed various technical and management seminar courses at different institutions in Argentina. From 1970 to 1984, he was member of the Board of Directors and held management positions in manufacturing, marketing and IT divisions at the former Noel y Cia. SA, a family owned food company. From 1984 to 1992 he held different management positions in companies in the food industry. In December 1991, he joined the Board of Directors of the then recently created Exprinter Bank and thereafter he was a board member of related banks, such as Banco San Luis, Banco Banex, Banco Regional de Cuyo and the Bank’s board until April 2009 when he became Corporate Secretary of the Bank’s Board and of our Board. He also held management positions in the Bank’s IT, Human Resources and Anti-money Laundering departments, and has been member of different Committees such as the Audit Committee, IT, Anti-money Laundering/Counter-Terrorism Financing, Human Resources and Operational Risk. He actually serves as Director of the Bank and SAM, Chairman of the Board of Sofital, and alternate Director of CCF.

 

Banco Supervielle S.A.’s Senior Management

 

The Bank’s senior management is in charge of the implementation and execution of its overall short term and strategic objectives and reports to the CEO. The following table sets forth certain relevant information on the Bank’s current executive officers and its senior management:

  

Name  Position   Date of Birth    Year of Appointment 
José Luis Panero  Chief Executive Officer   December 29, 1964    2009 
Germán Magnoni  Head of Corporate Banking   September 24, 1969    2012 
Nerio Peitiado  Head of Retail Banking   January 12, 1965    2009 
Javier Martínez  Chief Credit Officer   January 31, 1958    2012 
Hernán Oliver  Head of Global Markets   June 2, 1973    2009 
Alejandra Naughton  Chief Finance Officer   September 22, 1962    2012 
Sergio Gabai  Head of Risk, Legal, Compliance and AML   April 26, 1967    2012 
Gustavo Bauso  Chief Technology Officer   June 24, 1966    2014 
Claudia Andretto  Head of Operations   May 8, 1960    2008 
Leandro Conti  Head of Internal Audit   February 16, 1972    2007 
Santiago Batlle  Chief Human Resources Officer   April 16, 1973    2011 

  

Set forth below are brief biographical descriptions of the members of the Bank’s senior management.

 

José Luis Panero has been the Bank’s Chief Executive Officer since April 2009. He received a degree in Economics from Universidad Nacional de Córdoba and a Master’s degree in Finance awarded by CEMA. In 2009, he also completed the General Manager Program (GMP 7) at Harvard Business School. From 1988 through 2002 he held several positions at Banco Suquía, including Planning and Capital Markets Manager. From 2002 through 2007, he worked at Banco Banex as Financial Manager and since the merger with the Bank Mr. Panero served as Head of the Bank’s Finance and Capital Markets department until April 2009 and Deputy CEO from 2006 to 2009. He was also member of our Board of Directors from 2007 to 2008 and member of the Boards of Directors of Tarjeta, Cordial and Adval. He is also currently Chairman of the Board of Espacio Cordial and SAM.

 

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Germán Magnoni has been the Bank’s Head of Corporate Banking since the year 2012. He graduated as a Public Accountant at the Universidad de Morón. He holds a Master’s degree in Business Administration from CEMA. He took part of the Banking Management Program at UTDT and the Advanced Management Program at IAE. He was in charge of the Leasing Department at Banco Supervielle until 2012. At Societé Générale Argentina he led the office of Large Corporations and Fiduciary Business. Before that, he worked for seven years in Corporate Sales at Banco Río (Santander).

 

Nerio Peitiado has been the Bank’s Head of Retail Banking since August 2009. He holds a degree in Business Administration from Universidad de Buenos Aires and a Master’s degree in Business Administration from the University of Texas. From 1994 through 1999 he was an associate at Mc. Kinsey & Co. From 1999 through 2004 he held the position of General Manager at Formatos Eficientes (EKI). From 2004 through 2005 he was General Manager at Valle de las Leñas. From 2005 to August 2009 he was General Director at Entertainment Depot.

 

Hernán Oliver has been the Bank’s Head of Global Markets since May 2009. He holds a degree in Economics from the Universidad Católica Argentina as well as a Master’s degree in Finance from CEMA. Over the 1996 - 1997 period, he worked at Bank of America. From 1997 to 2002, he served as Finance Department Senior Trader at Banco General de Negocios. He then worked at Banco Finansur Finance Department until 2004, when he was hired as the Head of the Trading Desk at Banco Banex (at present Banco Supervielle). He has also been appointed as Alternate Director of Mercado Abierto Electrónico, the most important electronic securities and foreign currency trading market in Argentina.

 

Gustavo Bauso has been the Chief Technology Officer at Grupo Supervielle since 2014. He holds a degree in Systems from Universidad CAECE and attended the Leadership Program at IAE Business School. From 2011 to 2014 he served as IT Software Development Manager at Banco Supervielle. From 2008 to 2009 he held the IT Software & Process Development Manager position at Banco Itaú. From 2006 to 2008 he served as IT Head of Electronic Channels also at Banco Itaú. From 2002 to 2006 he worked as IT Leader of Electronic Channels / Facility Manager SOA for Banco Comafi. From 1999 to 2002 he worked as IT Leader of Branches & Electronic Channels at Scotiabank Quilmes. From 1992 to 1999 he was the IT Leader of Electronic Channels at Sistémica / Banco Quilmes. From 1987 to 1992 he worked as Software Developer for Sistémica.

 

Claudia Andretto has been the Bank’s Head of Operations since May 2008. She holds a degree in Economics from the Universidad de Buenos Aires and participated on the Advanced Regional Management and Leadership Program at IAE. From 1982 through 1994, she worked at Banco Roca where she led the Organization and Methods Department. From 1994 through 1998, she worked at Exprinter Banco S.A. From 1999 through 2001, she worked at Banco San Luis as Product Leader. In 2001, she took office as Banco Banex Organization Manager and remained in that position until 2007. After the merger with the Bank, she continued heading the same department at the Bank until 2008, when she was appointed Head of Operations.

 

Leandro Conti has been the Bank’s Head of Internal Audit since September 2007. Graduated from the Universidad Nacional de La Plata as a Public Accountant, he attended the Advanced Management Program at the IAE Business School and he also holds the CIA (Certified Internal Auditor) certification conferred by the Institute of Internal Auditors. In the period 1997 through 2006, his career progressed at PricewaterhouseCoopers up to the Audit Manager position. From 2006 to 2007, he held the position of Audit Manager at Banco Santa Cruz S.A.

 

For the biographies of Mr. Javier Martínez, Ms. Alejandra Naughton, Mr. Sergio Gabai and Mr. Santiago Enrique Batlle, see “—Our Management”

 

Committees Reporting to Banco Supervielle S.A.’s Board of Directors

 

In accordance with Central Bank regulations, the Bank has several committees under the supervision of its Board of Directors: the audit committee (Communication “A” 2525), the information technology committee (Communication “A” 4609) and the committee on control and prevention of money laundering and financing of terrorism (Communications “A” 4363 and “A” 4459). In addition, the Bank also has a risk management committee and a human resources committee. Each of the Bank’s board committees has its own code of regulation. Each committee must report to the Board on a periodical basis and submit an annual report.

 

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Banco Supervielle S.A.’s Audit Committee

 

The audit committee is formed by at least two members of the Bank’s Board of Directors and its internal audit manager. The Board of Directors appoints the members of the audit committee for a term of two or three years. The CEO is invited to attend the meetings.

 

The audit committee is responsible for assisting the Board of Directors in the supervision of the financial statements, controlling compliance with policies, processes, procedures and rules set forth for each of the Bank’s business areas and for evaluating and approving the corrective measures proposed by the internal audit area.

 

The following table sets forth the members of the audit committee:.

 

Name  Position
Laurence Nicole Mengin de Loyer   Deputy Chairman
Atilio María Dell’Oro Maini   Director
Leandro Conti   Member
José Luis Panero   Permanent Invitee
Jorge Oscar Ramirez   Permanent Invitee

  

Banco Supervielle S.A.’s Information Technology Committee

 

The information technology committee is formed by five members, appointed by the Board of Directors. The following table sets forth the members of the information technology committee:

 

Name  Position
Richard Guy Gluzman   Chairman
Carlos Noel   Director
Emerico Alejandro Stengel   Director
José Luis Panero   Member
Gustavo Bauso   Member
Julieta Montes   Member
Fabián Romero   Member
Eduardo Del Río   Member
Betina Luaces   Member

  

The information technology committee is responsible, among other things, for the following activities: (i) controlling the adequate operation of the information technology environment and its efficiency; (ii) taking notice of the information technology and systems plan and reviewing it; (iii) periodically evaluating such plan and the level of compliance with it; (iv) reviewing reports related to information technology; and (v) maintaining an adequate dialogue with the external auditing division of the Superintendency.

 

Banco Supervielle S.A.’s Committee on the Control and Prevention of Money Laundering and Financing of Terrorism

 

The committee on the control and prevention of money laundering and financing of terrorism is formed by six members, two of which are permanent guests. The Board of Directors appoints the members of the control and prevention of money laundering and financing of terrorism committee for a term of 2 or 3 years.

 

The committee on the control and prevention of money laundering and financing of terrorism analyzes the general policies and strategies with respect to control and prevention of money laundering and financing of terrorism developed by the senior management and submits such policies and strategies, together with its recommendations, to the Board of Directors in order to get its approval. In addition, this committee is responsible for the application of the general policies and strategies approved by the Board of Directors, approving the internal procedures necessary to assure compliance with the legal framework and policies effective over such areas, promoting the implementation of such policies and controlling compliance.

 

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The following table sets forth certain relevant information on the members of the committee on control and prevention of money laundering and financing of terrorism:

 

Name   Position 
Carlos Martín Noel    Chairman 
Richard Guy Gluzman    Director 
Atilio Dell’Oro Maini    Director 
Sergio Gabai    Member 
José Luis Panero    Member 
Juan Cuccia    Member 

  

Banco Supervielle S.A.’s Risk Management Committee

 

The Risk Management Committee sets forth policies and limits to financial risks (including market risk, credit risk, liquidity risk, interest rate risk, exchange risk and other risks) and submits to the Board of Directors the appropriate proposals. Furthermore, this committee supervises the degree of correlation between the risks assumed and the risk profile set forth by the Board of Directors, and analyzes and approves investment and funding policies.

 

The Risk Management Committee is formed by at least three (3) members of the Board of Directors. The CEO, CFO, Head of Global Markets, Chief Credit Officer, Head of Risk, Legal, Compliance and AML, and the Risk Officer , are also members of this committee. The Chairman of the Risk Committee of Grupo Supervielle and the Head of Internal Audit are permanent invitees to their meetings.

 

Banco Supervielle S.A.’s Credit Committee

 

The Bank’s credit committee is formed by two directors and the Bank’s CEO, Chief Credit Officer, the Head of Corporate Banking and certain Corporate Banking Officers, The Chairman of the Risk Committee of Grupo Supervielle is a permanent invitee to their meetings.

 

Banco Supervielle S.A.’s Human Resources Committee

 

The Bank’s Human Resources Committee is composed of two directors and the Bank’s Chief Human Resources Officer. The Vice Chairman of Grupo Supervielle and the Bank’s CEO are permanent invitees to their meetings.

 

Banco Supervielle S.A.’s other management committees

 

The Bank has other management committees, such as the Executive Committee, formed by the CEO and the Senior managers, the Assets and Liabilities Committee, the Retail Banking Credit Committee, and the Operational and Reputational Risk Committee.

 

Management of Our Other Subsidiaries

 

The senior management of our other subsidiaries is in charge of the implementation and execution of those subsidiaries’ overall short-term and strategic objectives and reports to the respective CEOs of those companies. The CEO of CCF and Tarjeta is Carlos Depalo, the CEO of SAM is Guillermo Guichandut, the CEO of Supervielle Seguros is Diego Squartini, and the CEO of Espacio Cordial de Servicios is Juan Martin Monteverdi.

 

Set forth below are brief biographical descriptions of the CEOs of our other subsidiaries.

 

Carlos Depalo has been Chief Executive Officer of Cordial Compañía Financiera since 2011. He graduated from Universidad de Buenos Aires as a Public Accountant and attended the Advanced Management Program at The IAE Business School. Between 2004 and 2011 he worked at GE Money (General Electric) serving as Sales & Marketing Director. During 2004 he held the position of Alternative Channels Manager at Banco Comafi. From 2001 to 2003, he served as Business Planning Manager at Orígenes AFJP. From 1996 to 2001 he held Business Management positions at Banco Río (Santander).

 

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Guillermo Guichandut (born October 25, 1966) has served as CEO of SAM since 2005. He received a degree in public accounting from Universidad Nacional de la Plata, and has completed a masters in Banking Management at the Universidad del CEMA. He is currently an Adjunct Professor of financial mathematics in the Economics department of the Universidad Nacional de la Plata. He is a member of the Executive Committee of the Argentine Chamber of Mutual Funds and President of its Communication Commission. Mr. Guichandut has vast experience in the financial sector, having worked at Bank of Boston and Banco Société Générale Argentina until his appointment as General Manager at SAM in 2005.

 

Diego Squartini has been Chief Executive Officer of Supervielle Seguros since 2013. He obtained a degree in Economics and a Master’s degree in Business Management from Universidad Nacional de Cuyo. He also attended the Leadership Program at Universidad Austral. From 2010 to 2013, he served as Regional Manager at Banco Supervielle. From 2004 to 2010 he was the Financial Manager at Banco Regional de Cuyo. From 2000 to 2004, he worked as Corporate Business Manager and from 1995 to 2000 as Branch Manager, also at Banco Regional de Cuyo.

 

Juan Martin Monteverdi has been Chief Executive Officer of Cordial Servicios since April 2014. He studied Business Management at the Universidad Nacional de Quilmes and took courses in Management, Leadership and Sales at IAE Business School and Universidad Austral. From June 2011 to April 2014 he was the Branch Network Manager at Banco Supervielle. From July 2009 to July 2011 he was the Territorial Manager for Retail Banking and since 2006 he held several managerial positions also at Banco Supervielle.

 

NYSE Corporate Governance Rules

 

Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (1) we must satisfy the requirements of Rule 10A-3 relating to audit committees; (2) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (4) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards. The table below briefly describes the significant differences between our domestic practice and the NYSE corporate governance rules.

 

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Section   NYSE corporate governance rule for
U.S. domestic issuers
  Our approach
303A.01            A listed company must have a majority of independent directors. “Controlled companies” are not required to comply with this requirement.       Neither Argentine law nor our bylaws require us to have a majority of independent directors.
        
303A.02 No director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.  Pursuant to CNV Rules, a director is not independent if such director is:
         
          a) a member of management or an employee of shareholders who hold material holdings in the listed company or of other entities in which these shareholders have material holdings or over which these shareholders exercise a material influence;
         
      b) is currently an employee or has, in the last three years, been an employee of the listed company;
         
      c) a person who has a professional relationship or is part of a company or professional association that maintains professional relations with, or that receives remunerations or fees (other than directors’ fees) from, the listed company or from shareholders that have material holdings in the listed company, or with a company in which such shareholders have material holdings or exercise a material influence;
         
      d) a person who has material holdings in the listed company or in an entity that has material holdings in, or exercises a material influence over, the listed company;
         
      e) a person who directly or indirectly provides goods or services to the listed company or to shareholders that have material holdings in or exercise a material influence over the listed company and receives compensation for such services that is substantially higher than that received as director of the listed company; or
         
      f) the member is married or is a family member to an individual who would not qualify as independent.
         
      “Material holdings” are shareholdings, either directly or indirectly, that represent at least 15% of the capital stock of the relevant entity, or a smaller percentage when the person has the right to elect one or more directors per class of shares or by having entered into agreements with other shareholders relating to the governance and the management of the relevant entity or of its controlling shareholders.

 

 

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Section   NYSE corporate governance rule for
U.S. domestic issuers
  Our approach

 

303A.03   The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.   Neither Argentine law nor our bylaws require the holding of such meetings and we do not hold non-management directors meetings.

The Argentine Corporate Law provides, however, that the board shall meet at least once every three months, and according to our bylaws, whenever the chairman considers necessary to convene for a meeting.
         
303A.04   A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.   Neither Argentine law nor our bylaws require the establishment of a nominating/corporate governance committee. We do not have a nominating/corporate governance committee.  

Directors are nominated and appointed by the shareholders.
         
303A.05   A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.   Neither Argentine law nor our bylaws require the establishment of a compensation committee. We do not have a compensation committee.

The compensation of our directors is determined at the annual ordinary shareholders’ meeting. Additionally, the audit committee must issue an opinion regarding the reasonableness and adequacy of such compensation.
         
303A.06

303A.07
  A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties.   Argentine law requires the audit committee be composed of three or more members from the Board of Directors (with a majority of independent directors), all of whom must be well-versed in business, financial or accounting matters. In addition, we are required to satisfy the audit committee requirements of Rule 10A-3.

The responsibilities of an audit committee, as provided in Law No. 26.831 and the CNV standards, are essentially the same as those provided for under Rule 10A-3, including, but not limited to, the following:

 

a) advise on the Board of Directors’ proposal for the designation of external independent accountants and to ensure their independence
     
  b) oversee our internal control mechanisms and administrative and accounting procedures and assess the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;
     
  c) oversee our information policies concerning risk management;
     
  d) provide the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;
     
  e) advise on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;
     
  f) advise on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;
     
  g) verify the fulfillment of any applicable rules of conduct; and
     
  h) issue grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

 

303A.08   Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.   We do not currently offer equity-based compensation to our directors, executive officers or employees, and have no policy on this matter.
         
303A.09   A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.   Neither Argentine law nor our bylaws require the adoption or disclosure of corporate governance guidelines. The CNV Rules contain a recommended Code of Corporate Governance for listed companies and the Board of Directors must include on its annual report, the degree of compliance of such code. We have adopted, as of May 26, 2011, a corporate governance manual.
         
303A.10   A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.   Neither Argentine law nor our bylaws require the adoption or disclosure of a code of business conduct. We, however, have adopted a code of business conduct and ethics that applies to all of our employees.
         
303A.12   a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.   b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.   c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.   Comparable provisions do not exist under Argentine law and CNV standards.

 

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MAJOR AND SELLING SHAREHOLDERS

 

As of December 15, 2015, we had 245,770,528 outstanding shares of common stock, consisting of 126,738,188 Class A shares and 119,032,340 Class B shares, all with a par value of Ps.1.00 per share. Following the global offering, assuming no exercise of the option to purchase additional shares, we will have     outstanding shares of common stock, of which 126,738,188 will be Class A shares and     will be Class B shares. Each share of our common stock represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. In addition to our common stock, as of December 15, 2015, we had 3,200,000 outstanding shares of preferred stock, all with par value of Ps.1.00 per share. Holders of our preferred shares are not entitled to voting rights. At the extraordinary shareholders’ meeting held on October 7, 2015, our shareholders voted to amend the issuance terms and conditions of such outstanding preferred shares, granting the holder of preferred shares the right to request the conversion of such preferred shares into common Class B shares. As of December 15, 2015, we had eight holders of record of our shares.

 

The table below sets forth information concerning the ownership of our Class A, Class B and preferred shares as of December 15, 2015 for each of our shareholders. As of such date, none of our Class A, Class B or preferred shares were held in the United States nor were there any record holders in the United States.

 

Shareholder Name  Class A Shares 5 votes  Class B Shares 1 vote  Preferred Shares No vote  Total Shares  Percentage of Capital Stock  Total Votes  Percentage of Votes
Julio Patricio Supervielle(1)    126,738,188    100,436,530        227,174,718    91.25%   734,127,470    97.53%
Pilar Isabelle Estela Supervielle            3,200,000    3,200,000    1.29%       0.00%
Cecilia Beatriz Coqueugniot        866,180        866,180    0.35%   866,180    0.12%
Mónica Isabel Coqueugniot        866,180        866,180    0.35%   866,180    0.12%
Diana Inés Coqueugniot        866,180        866,180    0.35%   866,180    0.12%
Gabriel Alberto Coqueugniot        866,180        866,180    0.35%   866,180    0.12%
Acalar S.A.(2)        3,149,056        3,149,056    1.26%   3,149,056    0.42%
Lankory International S.A.(3)        11,982,034        11,982,034    4.81%   11,982,034    1.59%
Total:    126,738,188    119,032,340    3,200,000    248,970,528    100.00%   752,723,280    100.00%

  

 

(1) The number of our total shares and of the shares owned by Julio Patricio Supervielle will increase if the Central Bank approves Mr. Supervielle’s contribution of 8,142,476 Class B shares of the Bank to Sofital, which was approved by Sofital’s shareholders subject to Central Bank approval, and the subsequent contribution of 10,239,196 shares of Sofital to Grupo Supervielle in exchange for shares in Grupo Supervielle.
(2) Acalar S.A. is an Argentine sociedad anónima 100% owned by Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot and Diana I. Coqueugniot, in equal parts.
(3) Lankory International S.A. is a sociedad anónima incorporated in Uruguay, and registered in the Department of Public Registry of Commerce in Mendoza (Departamento de Registro Público de Comercio en Mendoza). Pilar Isabel Estela Supervielle de Basso is the controlling shareholder of Lankory International S.A.

 

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The table below represents the evolution of our capital stock and the material changes in equity participation of our shareholders, in both cases, since January 1, 2012.

 

Date  Capital Stock (Ps.)  Event  Major Shareholders
July 30, 2012     840,893   Shareholders’ meeting approving capitalization of debt and approving an increase in capital stock.  Julio Patricio Supervielle Class B Shares
December 27, 2012     1,600,000   Shareholders’ meeting approving the conversion of 1,600,000 Class B shares into preferred shares.  Pilar Isabelle Estela Supervielle Preferred Shares
October 7, 2015     124,485,264   Shareholders’ meeting approving capitalization of optional reserve and an increase in capital stock.  Paid-in shares were issued to each shareholder in proportion to their holdings
              

The following table presents the beneficial ownership of our Class A shares, Class B shares and preferred shares following the global offering, assuming the placement of all shares offered and no exercise of the option to purchase additional shares:

 

Shareholder Name  Class A Shares 5 votes  Class B Shares 1 Vote  Preferred Shares  Total Shares  Percentage of Capital Stock  Total Votes  Percentage of Votes
Julio Patricio Supervielle    126,728,188                              
Pilar Isabelle Estela Supervielle            3,200,000(1)                  
Cecilia Beatriz Coqueugniot                                  
Mónica Isabel Coqueugniot                                  
Diana Inés
Coqueugniot
                                 
Gabriel Alberto Coqueugniot                                  
Acalar S.A.                                  
Lankory International S.A.                                  
Public Float                                  
Total:    126,728,188         3,200,000         100.00%        100.00%

 

 

(1) Assuming the holder of preferred shares does not exercise her right to convert her preferred shares into Class B shares of common stock.

 

The following table presents the beneficial ownership of our Class A shares, Class B shares and preferred shares following the global offering, assuming the placement of all shares offered and full exercise of the option to purchase additional shares.

 

Shareholder Name  Class A Shares 5 votes  Class B Shares 1 Vote  Preferred Shares  Total Shares  Percentage of Capital Stock  Total Votes  Percentage of Votes
Julio Patricio Supervielle    126,728,188                              
Pilar Isabelle Estela Supervielle            3,200,000(1)                  
Cecilia Beatriz Coqueugniot                                  
Mónica Isabel Coqueugniot                                  
Diana Inés
Coqueugniot
                                 
Gabriel Alberto Coqueugniot                                  
Acalar S.A.                                  
Lankory International S.A.                                  
Public Float                                  
Total:    126,728,188         3,200,000         100.00%        100.00%

 

 

(1) Assuming the holder of preferred shares does not exercise her right to convert her preferred shares into Class B shares of common stock.

 

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Selling Shareholder Information

 

The following table sets forth information concerning our selling shareholders.

 

Name   Material relationships with us within the past three years   Number of Class B shares or ADSs being sold   % of capital stock currently held   % of capital stock immediately after this offering(1)   Domicile
Julio Patricio Supervielle   Mr. Supervielle is our CEO and the chairman of our Board of Directors, and he is the chairman of the Bank, CCF, Tarjeta and Viñas del Monte, and a director of Cordial Microfinanzas.               Bartolomé Mitre 434, 5th Fl. C1036AAH Buenos Aires Republic of Argentina

 

 

(1) Assuming the option to purchase additional shares is not exercised and 100% of Class B shares (directly or in the form of ADSs) are sold in the global offering.

 

Following this offering, Class B shares will be owned by Julio Patricio Supervielle, our controlling shareholder, assuming that 100% of the shares he is offering are sold in the global offering. In connection with this offering, Julio Patricio Supervielle has entered into a lock-up agreement preventing the sale of such shares for 180 days from the date of this prospectus, subject to certain exceptions. See “Underwriting.” Other than this offering, we are not aware of any plans by any of our shareholders to dispose of significant numbers of Class B shares. However, after the expiration of the lock-up period, Julio Patricio Supervielle, or other existing shareholders, may dispose of significant numbers of our Class B shares. We cannot predict what effect, if any, future sales of our shares, or the availability of our Class B shares for future sale will have on the market price of our Class B shares from time to time.

 

Share Ownership of Banco Supervielle S.A.

 

As of December 31, 2014, the Bank had 456,140,089 outstanding shares of common stock, consisting of 930,371 Class A shares and 455,209,718 Class B shares, all with a par value of Ps.1.00 per share. Each share of the Bank’s common stock represents the same economic interests, except that holders of its Class A shares are entitled to five votes per share and holders of Class B shares are entitled to one vote per share.

 

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The following table sets forth information regarding the ownership of the Bank’s Class A and Class B shares as of December 31, 2014:

 

Shareholder Name  Class A Shares
5 votes
  Class B Shares
1 Vote
  Total Shares  Percentage of Capital Stock  Total Votes  Percentage of Votes
Grupo Supervielle, S.A. (1)    830,699    431,270,038    432,100,737    94.73%   435,423,533    94.69%
Julio Patricio Supervielle        10,428,789    10,428,789    2.28%   10,428,789    2.26%
Sofital S.A.F.e I.I.    49,668    12,702,599    12,752,267    2.80%   12,950,939    2.82%
Other shareholders    50,004    808,292    858,296    0.19%   1,058,312    0.23%
Total:    930,371    455,209,718    456,140,089    100.00%   459,861,573    100.00%

  

 

(1) Mr. Supervielle’s contribution of 8,142,476 Class B shares of the Bank in Sofital is subject to Central Bank approval.

 

271
 

 

RELATED PARTY TRANSACTIONS

 

Other than as set forth below, we are not a party to any material transactions with, and have not made any loans to any (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by us; (ii) associates (i.e., an unconsolidated enterprise in which we have a significant influence or which has significant influence over us); (iii) individuals owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, as applicable, and close members of any such individual’s family (i.e., those family members that may be expected to influence, or be influenced by, that person in their dealings with us, as applicable); (iv) key management personnel (i.e., persons that have authority and responsibility for planning, directing and controlling our activities, including directors and senior management of companies and close members of such individual’s family); or (v) enterprises in which a substantial interest is owned, directly or indirectly, by any person described in (iii) or (iv) over which such a person is able to exercise significant influence nor are there any proposed transactions with such persons. For purposes of this paragraph, this includes enterprises owned by our directors or major shareholders that have a member of key management in common with us, as applicable. In addition, “significant influence” means the power to participate in the financial and operating policy decisions of the enterprise, but means less than control. Shareholders beneficially owning a 10% interest in our voting power are presumed to have a significant influence on us.

 

Management Services

 

To the extent that there are no conflicts of interest, we lend management services to our subsidiaries, the Bank, Tarjeta, Cordial Microfinanzas, SAM, Sofital, CCF and Espacio Cordial. We also have provided management services to Adval, which was one of our subsidiaries until May 30, 2014, when we entered into an agreement to sell 100% of our stake in Adval to unrelated third parties. Since 2009, we have also rendered management services to our subsidiary Viñas del Monte S.A. Our services include: financial and commercial advisory services, fiscal planning and optimization, defining auditing policies, developing and evaluating upper management, elaborating annual budgets, planning and developing complementary activities and defining the mission of related companies and policies related to social responsibility. These services are provided pursuant to agreements that provide that our subsidiaries will indemnify us for any claim, damage, liability, tax, cost and expense incurred or suffered by us in connection with financial transactions in which such subsidiaries were engaged. The management’s fees are equal to the ordinary and extraordinary costs incurred plus a mark-up of 20% plus 21% VAT. If the services to be provided are of an extraordinary nature, we have the right to additional compensation, the amount of which shall be determined in each case.

 

The following table sets forth information regarding fees received from our subsidiaries and related parties for our management services for the periods indicated:

 

   Nine-month period ended   September 30,  Year ended   December 31,
   2015  2014  2014  2013  2012
   (in thousands of Pesos, plus VAT)
Bank   Ps. 14,850   Ps. 12,690   Ps. 19,532   Ps. 18,262   Ps. 17,968 
Tarjeta    216    216    240    240    354 
Cordial Microfinanzas    79    79    90    103    117 
SAM    238    183    256    244    189 
Adval        24    24    59    45 
Sofital    45    45    60    60    60 
Viñas del Monte    9    9    12    11    12 
CCF    1,521    1,521    1,769    1,984    1,368 
Espacio Cordial    117    90    126    120     
Total.    17,075    14,857    22,109    21,082    20,113 

 

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Trademark Licenses

 

In 2013, we signed agreements with Espacio Cordial, CCF and Cordial Microfinanzas granting them licenses to use certain of our trademarks (including our trademarks for “Cordial,” “Cordial Servicios,” “Cordial.com,” “Cordial Servicios Pensados para vos,” “Cordial mucho más que efectivo,” “Cordial Negocios,” “Cordial Negocios un impulso para tus proyectos”). We granted these trademark licenses to these subsidiaries to enhance the marketing of certain their products and services related to insurance, health, tourism, credit cards and loans, among others. Pursuant to these agreements, we received fees from these companies in 2014 and 2013 in a total amount of Ps.2.5 million and Ps.2.3 million, respectively.

 

Financial Loans

 

As of December 31, 2014, (i) there were no outstanding loans by Grupo Supervielle to Grupo Supervielle’s subsidiaries or related parties; and (ii) Grupo Supervielle had guaranteed certain obligations of its subsidiaries or related parties in the ordinary course of business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings.”

 

As of December 31, 2014, 2013 and 2012, the Bank had granted CCF loans for Ps.300.4 million, Ps.204.3 million and Ps.60.1 million at interest rates of 26.0%, 27.0% and 20.3%, respectively, and as of such dates the outstanding balances of these loans were Ps.300.4 million, Ps.204.3 million and Ps.60.1 million, respectively.

 

As of December 31, 2014, 2013 and 2012, CCF had granted Microfinanzas S.A. loans for Ps.18.1 million, Ps.13.3 million and Ps.8.6 million at interest rates of 30.0%, 27.0% and 23.0%, respectively, and as of such dates the outstanding balances of these loans were Ps.18.1 million, Ps.13.3 million and Ps.8.6 million, respectively.

 

As of December 31, 2013 and 2012, CCF had granted Tarjeta loans for Ps.16.9 million and Ps.12.1 million, respectively, at interest rates of 26.0% and 23.0%, respectively, and as of such dates the outstanding balances on these loans was Ps.16.9 million and Ps.12.1 million. As of December 31, 2014, these loans had been paid in full.

 

As of December 31, 2014, 2013 and 2012, the Bank had granted the following overdraft agreements to the parties indicated below:

 

(i)As of December 31, 2014 and 2012 we were granted overdraft agreements in a total amount of Ps.75.0 million and Ps.12.0 million at interest rates of 23.0% and 22.0% respectively. As of December 31, 2014 and 2012, the outstanding balances on such agreements were Ps.60.5 million and Ps.9.7 million respectively. As of December 31, 2013, we had no loans with the Bank;

 

(ii)as of December 31, 2014, 2013 and 2012, Tarjeta was granted overdraft agreements for Ps.68.0 million, Ps.40.0 million and Ps.40.0 million at interest rates of 28.0%, 26.0% and 22.0% respectively. As of December 31, 2014, 2013 and 2012, the outstanding balances on such agreements were Ps.53.5 million, Ps.6.5 million, and Ps.14.1 million, respectively;

 

(iii)as of December 31, 2014, 2013 and 2012, Cordial Microfinanzas was granted overdraft agreements for Ps.33.0 million, Ps.26.0 million and Ps.21.5 million, at interest rates of 27.0% and 26.0% and 22.0%, respectively. As of December 31, 2014, 2013 and 2012, the outstanding balances on such agreements were Ps.18.6million, Ps.20.3 million and Ps.21.0 million respectively; and

 

(iv)as of December 31, 2014, 2013 and 2012, Viñas was granted overdraft agreements for Ps.4.5 million, Ps.2.2 million and Ps.1.7 million at interest rates of 27.0%, 26.0% y 22.0%, respectively. As of December 31, 2014, 2013, and 2012, the outstanding balances on such agreements were Ps.4.3 million, Ps.1.9 million and Ps.1.6, respectively.

 

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 Argentine Corporate Law and the Central Bank’s 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 bank’s total financial exposure to related individuals or legal entities is subject to the regulations of the 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 bank’s RPC.

 

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The Bank is required by the 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 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.

 

The financial assistance granted to our directors, officers and related parties by the Bank 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 collectability or present other unfavorable features.

 

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 periods indicated.

 

   As of the nine-month
period ended
  As of the year ended December 31,
   September 30, 2015  2014  2013  2012
   (in thousands of Pesos)
Aggregate total financial exposure   Ps. 178,537   Ps. 161,782   Ps. 62,363   Ps. 68,192 
Number of recipient related parties    75    75    55    34 
(a) individuals    67    66    47    26 
(b) companies    8    9    8    8 
Average total financial exposure    2,380    2,157    1,134    2,006 
Single largest exposure    79,979    60,575    33,660    29,578 

  

Stock Purchase and Exchange of Shareholdings

 

On November 9, 2012, we submitted an offer to the Bank to acquire certain irrevocable capital contributions that the Bank had made to Viñas del Monte. The Bank accepted the offer and as a result we acquired the rights over the irrevocable contributions in the form of future capital increases for a nominal amount of Ps.2.5 million for a total of Ps.4.520 million.

 

On March 6, 2014, an extraordinary shareholders’ meeting of Viñas del Monte voted to capitalize the irrevocable capital contribution, pursuant to which our interest in Viñas increased to 99.0%. The issuance of new shares is pending with the Directory of Legal Persons of the Province of Mendoza. As of December 31, 2014, we held a 99.8% interest in the share capital and voting power of Viñas del Monte.

 

On September 24, 2015, an ordinary shareholders’ meeting of Viñas del Monte voted to increase the capital stock by Ps.4.0 million. Of that amount, we contributed a total of Ps.3.530 million.

 

On December 12, 2014, we purchased from Julio Patricio Supervielle 635,199 shares of Cordial Microfinanzas for a total of Ps.1.8 million, amounting to 6.33% of its capital stock.

 

Credit Card Portfolio Transfers

 

In recent years, CCF has transferred a portion of its credit card portfolio to the Bank under the following terms: (i) the transfers were made in accordance with Central Bank regulations governing these types of market transactions; (ii) the transfers were made without recourse for CCF; and (iii) CCF retained custody of the portfolio’s documentation, administration and collection, for which the Bank pays a monthly fee.

 

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The amounts transferred were Ps.132.2 million in March 2012, Ps.51.2 million in May 2012, Ps.23.6 million in August 2012, Ps.51.9 million in June 2014, Ps.119.8 million in June 2015 and Ps.18.5 million in July 2015.

 

Loan Portfolio Transfers

 

On June 24, 2015, CCF transferred Ps.119.8 million of its personal loans to the Bank under the following terms: (i) the transfers were made in accordance with Central Bank regulations governing these types of market transactions ; (ii) the transfers were made with recourse for CCF; and (iii) CCF retained custody of the portfolio’s documentation, administration and collection. The price paid for this transaction was $156.9 million.

 

Irrevocable Capital Contributions and Share Transfers

 

On February 23, 2011, the Bank requested the Central Bank’s authorization to carry out a transaction under which Julio Patricio Supervielle would make an irrevocable capital contribution to Sofital of Ps.10.8 million to be paid in the form of a transfer of 8,142,476 Class B shares of the Bank, or 2.3% of the Bank’s capital stock, to Sofital, and, subsequently, contribute 10,239,196 shares of Sofital to Grupo Supervielle in exchange for shares in Grupo Supervielle. On April 8, 2011, the general shareholders’ meeting of Sofital voted, subject to Central Bank approval, to capitalize Julio Patricio Supervielle’s capital contribution to Sofital, increasing Sofital’s capital stock by 10,778,134 ordinary, nominative, non-endorsable shares of Ps.1.00 nominal value each and entitled to one vote each. This capital increase was issued with an additional paid-in capital equivalent to Ps.1.5844 per share. The number of our total shares and of our shares owned by Julio Patricio Supervielle will increase if the Central Bank approves Mr. Supervielle’s contribution of 8,142,476 Class B shares of the Bank to Sofital and the subsequent contribution of 10,239,196 shares of Sofital to Grupo Supervielle in exchange for 2,746,228 shares in Grupo Supervielle at a price per share of par value plus a premium per share of Ps.8.6357 (approval from the Central Bank is still pending and no estimate can be provided with respect to when it will be approved).

 

On March 30, 2012, we made an irrevocable capital contribution to Cordial Microfinanzas of Ps.0.4 million for future capital increases. On August 29, 2012, Cordial Microfinanzas capitalized the contribution and we received 119,085 shares of Cordial Microfinanzas.

 

On July 30, 2012 a shareholders’ meeting approved the capitalization of our debt that Julio Patricio Supervielle held for US$2,003,889 and an increase in capital stock of 840,893.

 

On October 2, 2012, the Board of Directors resolved to create Espacio Cordial. Espacio Cordial has authorized capital of Ps.1 million representing 1,000 common shares of which we own 95% and Sofital owns the remaining 5%.

 

In June 2013, we made a contribution of capital of Ps.0.4 million to Sofital, increasing our stake in Sofital’s capital stock to 95.03%.

 

On June 6, 2013, we acquired 95% of the shares of Aseguradores de Créditos del Mercosur S.A.(renamed to Supervielle Seguros) and the remaining 5% was transferred to Sofital. On June 25, 2013, our Board of Directors approved the capital contribution in Supervielle Seguros of Ps.3,505,670, increasing the share capital from Ps.1,625,000 to Ps.5,131,670.

 

We made capital contributions to Supervielle Seguros of Ps.4.8 million and Ps.12.5 million on February 25, 2014 and November 26, 2014, respectively. As a result we own 1,393,391 common shares of Supervielle Seguros. The capital contribution of November 26, 2014 is pending the approval by the National Superintendency of Insurance.

 

On May 30, 2014, we and Sofital entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. As of December 31, 2014, Grupo Supervielle S.A. recorded a credit of Ps.4.0 million and Sofital S.A. of Ps.0.2 million.

 

On June 30, 2015, we and the Bank made capital contributions to Cordial Microfinanzas for a total amount of Ps.11.0 million.

 

On June 30, 2015, we and Sofital made capital contributions to Espacio Cordial de Servicios for a total amount of Ps.16.0 million.

  

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DESCRIPTION OF BYLAWS AND CAPITAL STOCK

 

General

 

Prior to the global offering, our share capital is Ps. 248,970,528, and is represented by 126,738,188 Class A shares with a par value of Ps.1.00 each and five votes per share, 119,032,340 Class B shares with a par value of Ps.1.00 each and one vote per share and 3,200,000 preferred shares with a par value of Ps.1.00 each with no voting rights except for matters included in the fourth paragraph of Article 244 of the Argentine Corporate Law and situations in which holders of the preferred shares are not afforded in a timely manner the economic benefits to which they are entitled by virtue of holding such preferred shares. The share capital is fully subscribed and paid-in.

 

As of the date of this prospectus, our outstanding shares are issued in registered non-endorsable form. However, on September 15, 2015 our Board of Directors decided to convert our registered non-endorsable shares into book-entry shares and appointed Caja de Valores S.A. as registrar of such book-entry shares. Pursuant to applicable regulation, such conversion will be effective only after the authorization of the public offering of our Class B shares is obtained. We expect that following the global offering, the shares representing our capital increase will be issued in book-entry form.

 

At the shareholders’ meeting held on October 7, 2015, our shareholders approved a capital increase of up to an aggregate amount of Ps.192,000,000 million to permit the issuance of 167,000,000 Class B shares including in the form of ADSs that we will offer in the global offering and the additional 25,000,000 Class B shares pursuant to the international underwriters’ option to purchase additional shares. Our existing shareholders have preemptive rights to subscribe all such Class B shares in a number sufficient to maintain their proportionate holdings in our total capital stock. In addition, our existing shareholders have accretion rights, which permit them to subscribe Class B shares that are not subscribed by other existing shareholders in proportion to the percentage of shares for which subscribing existing shareholders have exercised their preemptive rights. Our existing shareholders of common stock, including the selling shareholders, and the holder of preferred shares (exclusively in the case of conversion of such preferred shares into common stock) have waived the exercise of their preemptive and accretion rights relating to all Class B shares to be issued in connection with the offering and pursuant to the international underwriters’ option to purchase additional shares, representing 100% of the preemptive and accretion rights with respect to our capital increases. New shareholders will not have such preemptive and accretion rights in respect of this capital increase but will have such rights in respect of any further capital increase. We will not issue the shares representing the portion of the capital increase not sold in the global offering or the shares representing the portion of the option to purchase additional shares granted to the international underwriters not exercised by such international underwriters.

 

Following the global offering, assuming: the placement of all shares offered and no exercise of the option to purchase additional shares, our authorized and issued capital stock will be .

 

Following the global offering, assuming: the placement of all shares offered and full exercise of the option to purchase additional shares, our authorized and issued capital stock will be .

 

Corporate Purpose

 

Our bylaws set forth in Article 4 that our corporate purpose is to carry out financial activities, within or outside of Argentina, either on our own account, or on account of a third party or associated with a third-party, by providing capital, in cash or otherwise, to other existing or newly created companies, assuming their control or not (with the limitations set forth in Section 30 and related sections of the Argentine Corporate Law), or to individuals, as well as stock trading, shares, debentures and all types of securities, the issuance of guarantees, constitution or transfer of secured loans, whether real or not, excluding transactions provided under the Financial Institutions and any other law that requires public bidding. We may exercise mandates, representations, agencies and commissions for all transactions related to financial activity and manage assets and businesses of corporations, persons or entities located in Argentina or abroad. To that extent, and according to our bylaws, we have full legal capacity to acquire rights, incur obligations and exercise any kind of acts not prohibited by law or by our bylaws.

 

276
 

 

Rights, Preferences and Restrictions of Each Class of Common Shares

 

Our Class A shares are entitled to five votes each and our Class B shares are entitled to one vote each during shareholders’ meetings, as established in subsection (a) of Article Six of our bylaws.

 

However, Class A shares are entitled to only one vote with regard to certain issues detailed in the last paragraph of Article 244 of the Argentine Corporate Law, such as: (i) change of our corporate structure; (ii) our early dissolution; (iii) our relocation abroad; (iv) a fundamental change in our corporate purpose; or (v) total or partial recapitalization of our statutory capital after a loss. The provisions set forth in Article 244 of the Argentine Corporate Law will not apply to the surviving entity in a merger or a split-up. Also, under Article 284 of the Argentine Corporate Law, Class A shares are entitled to only one vote in the election of syndics.

 

Upon request from a shareholder of Class A shares, our Board of Directors must convert all or part of such shareholder’s Class A shares into Class B shares at an exchange rate of one Class B share per one Class A share. Before making the exchange, the Board will verify that there are no restrictions that prohibit or limit the exchange (subsection b) of Article Six of the bylaws.

 

A two thirds vote by our Class A shares is required, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article Six of the bylaws.

 

Any person who directly or indirectly acquires through any means or title Class B shares, or any of our stock convertible into Class B shares, in an amount which gives that person control over more than 3% of all Class B shares, must inform us of this within five days (5) of completing the acquisition which causes them to exceed this 3% threshold (subsection e) of Article Six of our bylaws.

 

The provisions of subsection (f) of Article Six of our bylaws authorize the total or partial redemption of fully paid-in shares, which must be made on the terms provided in Article 223 of the Argentine Corporate Law (including the condition that the shareholders’ meeting set a fair price with respect to the shares to be redeemed) and such other terms as may be determined by our Board of Directors. This partial or total redemption must be approved by the affirmative vote of the absolute majority of the present votes at an extraordinary shareholders’ meeting.

 

Preferred Shares

 

Preferred shares may only be issued with the prior approval by a shareholders’ general meeting.

 

The Argentine Corporate Law and our bylaws permit our shareholders to issue preferred shares and determine their rights during a general shareholders’ meeting. These preferred shares may be entitled to accumulated and non-accumulated fixed dividends, with or without additional participation.

 

Holders of preferred shares may also have other privileges, such as in the event of liquidation. Holders of preferred shares may also have a right to vote. Additionally, if holders of preferred shares are not paid dividends they shall be entitled to vote. They shall also have a right to vote with respect to special issues, such as a change in our corporate structure, a merger into another company (where we are not the surviving company and the surviving company does not trade on an exchange), early liquidation, our relocation abroad, total or partial recapitalization of our statutory capital after a loss and a fundamental change in our corporate purpose as it is described in our bylaws.

 

On December 27, 2012, our shareholders approved the conversion of 1,600,000 Class B shares into preferred shares and on October 7, 2015 our shareholders approved the issuance of an additional 1,600,000 preferred shares. As of the date of this prospectus, 3,200,000 preferred shares are outstanding. Holders of the preferred shares are not entitled to voting rights except for (i) matters included in the fourth paragraph of Article 244 of the Argentine Corporate Law; and (ii) in any situation in which the preferred shareholders are delayed in receiving the benefits to which they are entitled.

 

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According to the terms approved by the extraordinary shareholders’ meeting held on October 7, 2015, preferred shares are entitled to an annual non cumulative preferred dividend of Ps.1.0 per share. This preference will be adjustable according to the following formula: Pn+1=Pn (1+ Bn) where “Pn+1” is the preference of the year “n” plus one; “Pn” is the preference of the year “n”; and “Bn” is Badlar rate, in Ps., published by the Central Bank as of December 31 of the “n” year.

 

On October 7, 2015, our shareholders voted to amend the issuance terms and conditions of our 3,200,000 outstanding preferred shares, granting the holder of preferred shares the right to request the conversion of such preferred shares into common Class B shares, such holder having waived the exercise of its preemptive and accretion rights relating to all Class B shares to be issued in connection with this offering (only in the event that such conversion of the preferred shares into common stock has taken place prior to the offering).

 

Shareholders’ Liability

 

Shareholders’ liability for the losses of a company is limited to the value of the shareholder’s shareholdings in the company. According to the Argentine Corporate Law, however, shareholders who have a conflict of interest with the company with respect to certain matters and who do not abstain from voting on such matters may be held liable for damages to the company, provided that their votes were necessary for the adoption of the relevant decision. In addition, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine laws or a company’s bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. See also “Risk Factors — Risks Related to Our Class B Shares and ADSs — Our shareholders may be subject to liability for certain votes of their securities.”

 

Preemptive Rights and Accretion Rights

 

According to the Argentine Corporate Law and Article Six, (subsection c) of our bylaws, in the event of a capital increase, holders of common shares of any class have a preferential right, in proportion to the number of shares they hold, to subscribe to additional shares of the same class as those they own. Holders of preferred shares have a preemptive right to subscribe only with respect to the issuance of preferred shares. Preemptive rights will also be given in the event of an issuance of preferred shares or convertible securities, but will not apply in the event of a conversion of such convertible securities.

 

According to Article 15 of our bylaws and Section 216 of the Argentine Corporate Law, no shares issued after this offering may be entitled to multiple votes, except as permitted by applicable law.

 

According to Article 194 of the Argentine Corporate Law, shareholders who would have exercised their right to a preemptive subscription and who have indicated their intention to exercise their right to accrue will have the right to assume the preemptive subscription rights of shareholders who do not exercise their right, in proportion to the number of shares bought by said shareholders upon exercising their right to preemptive subscription. The right to a preemptive subscription must be exercised within 30 days of the announcement to shareholders that they can exercise their right. Such announcement must be published for a period of three days in the Official Gazette and in an Argentine newspaper of wide circulation. According to the Argentine Corporate Law, companies that are authorized by the CNV to make public offers of their securities may, upon authorization of an extraordinary shareholders’ meeting held in the same place and manner as other shareholders’ meetings, reduce this period to 10 days. Any shares which are not subscribed by shareholders pursuant to their preemptive subscription right or right to accrue may be offered to third parties.

 

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Appraisal Rights

 

Whenever our shareholders approve:

 

A merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized for public offering or listed on any stock exchange;

 

A transformation of our corporate legal status;

 

A fundamental change in our corporate purpose;

 

A change in our domicile outside Argentina;

 

A voluntary termination of the public offering or listing authorization;

 

A decision in favor of our continuation upon delisting or cancellation of our public offering authorization; or

 

A total or partial recapitalization following a mandatory reduction of our capital or liquidation.

 

any shareholder that voted against such action or did not attend the relevant meeting may exercise appraisal rights, that is, the rights to withdraw and have its shares cancelled in exchange for the book value of its shares, determined on the basis of our latest balance sheet prepared, or that should have been prepared, in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within the time frame set forth below.

 

Appraisal rights must be exercised within five (5) days following the meeting at which the resolution was adopted in the event of a dissenting shareholder that voted against such resolution, or within 15 days following such meeting in the case of a dissenting shareholder that did not attend the meeting and who can prove that it was a shareholder at the date of the meeting. In the case of mergers or spinoffs involving an entity authorized to make public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of the transaction are listed in any stock exchange. Appraisal rights are terminated if the resolution giving rise to such rights is overturned at another shareholders’ meeting held within 60 days from the last day for our attending shareholders to exercise their appraisal rights.

 

Payment of appraisal rights must be made within one year of the date of the shareholders’ meeting at which the resolution was adopted, except where the resolution that gave rise to such rights was to delist the capital stock of the company or to reject a public offering or listing proposal, in which case the payment period is reduced to 60 days from the meeting at which the resolution was adopted or from the publication of the notice informing the delisting or rejection of the public offering or listing of the capital stock.

 

Because of the absence of legal precedent directly on point, there is doubt as to whether holders of ADSs will be able to exercise appraisal rights either directly or through the depositary with respect to Class B shares in the form of ADSs.

 

Registration Requirements of Foreign Companies that Hold Class B Shares Directly

 

Under the Argentine Corporate Law, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must register with the IGJ in order to exercise certain shareholder rights, including voting rights. The registration requires the filing of corporate and accounting documents in order to demonstrate that the foreign shareholder’s principal activity is performed outside Argentina. Therefore, it will have to prove that it is entitled to conduct business in its place of incorporation and meets certain foreign assets requirements.

 

Liquidation Rights

 

In the case of our liquidation or dissolution, our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock, if any, as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common stock. Our liquidation will be carried out by the Board of Directors or by the liquidator or liquidators appointed by a shareholders’ meeting, under the surveillance of the Supervisory Committee.

 

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Meetings of Shareholders and Voting Rights

 

Notice of Meetings

 

Notices of shareholders’ meetings are governed by the provisions of our bylaws, the Argentine Corporate Law and Law No. 26,831. Notice of shareholders’ meetings must be published for five days in the Official Gazette, in an Argentine newspaper of wide circulation and in the publications of Argentine authorized markets in which the shares are listed and traded, at least 20 days but not more than 45 days prior to the date on which the meeting is to be held and must include information regarding the type of meeting to be held, the date, time and place of such meeting and the agenda. If a quorum is not available for such meeting, a notice for a second meeting, which must be held within 30 days from the date on which the first meeting was called, must be published for three days, at least eight days before the date of the second meeting. The above-described notices of shareholders’ meetings may be effected simultaneously, in the case of ordinary meetings, in order for the second meeting to be held on the same day as the first meeting, one hour after, except in certain circumstances. Shareholders’ meetings may be validly held without notice if all shares of our outstanding capital stock are present and resolutions are adopted by unanimous vote of such shares.

 

The quorum for an ordinary shareholders’ meeting is the majority of the share capital entitled to vote. The quorum for an extraordinary meeting is at least 60% of the share capital entitled to vote. Shareholders may attend in person or by proxy. Directors, syndics, members of the Supervisory Committee, managers and employees of the Company may not hold proxies in representation of shareholders. If the quorum is not achieved, meetings may be reconvened with lower quorum requirements. According to our bylaws, the quorum for the second meeting of an extraordinary meeting will be satisfied with any presence of shareholders. Decisions at an ordinary or extraordinary shareholders’ meeting require the affirmative vote of the absolute majority of the present votes. Class B shares are entitled to one vote per share. Class A shares are entitled to five votes per share, except in those cases described below.

 

The Argentine Corporate Law requires that certain resolutions, such as early dissolution, major changes in corporate purpose or the transfer of a company’s legal domicile abroad, be decided by the majority of all outstanding shares and without allowing multiple votes per share, except in the case of the surviving entity in a merger or a split-up. Under Article 284 of the Argentine Corporate Law, Class A shares are entitled to one vote only in the election of syndics. Our bylaws require a two thirds vote by Class A shares, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article six of the bylaws).

 

Election of Directors

 

The board is made up of the number of members determined at the ordinary shareholders’ meeting, between a minimum of three and a maximum of nine directors. The shareholders may appoint as many alternate directors as there are effective directors, and for the same term in order to cover any vacancy and in the order in which they were elected.

 

Board members are appointed at the annual ordinary shareholders’ meeting.

 

Directors will be elected for a term of two years when the Board is composed of three to eight members, and for a term of three years when the Board is composed of nine members.

 

According to our bylaws, if our Board of Directors is composed of six or more members, their election will be staggered. If the ordinary shareholders’ meeting appoints six, seven or eight directors, half of our board will be elected annually if there is an even number of members, and the whole number of directors calculated by dividing the total number of members of our board by half and rounding either up or down based, as appropriate in each alternating year, will be elected if there is an odd number of members. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one or two years for the purposes of electing half of our Board. If nine directors are appointed, a third of our board will be elected annually. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one, two or three years, for the purposes of electing a third of our Board. In each case at least three directors shall be elected at each ordinary shareholders’ meeting.

 

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Pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders’ meeting where directors are appointed.

 

Argentine Corporate Law reserves the right to cumulative voting in order to elect up to one third of the directors to fill vacancies of the board of directors, sharing such part with candidates voted for by means of the plural system. Cumulative voting is a system designed to protect non-controlling interests results, as it gives rise to the possibility, but does not ensure, that non-controlling interests results will be able to elect some of their candidates to the board of directors. Such system works by multiplying the number of votes corresponding to the members that are taking part in the proceeding by the number of contemplated vacancies, which cannot exceed one third of the vacancies. The larger the number of vacancies, the greater the possibility that minority groups or shareholders will win positions in the board of directors.

 

Mandatory Tender Offer Regime

 

We are subject to the mandatory tender offer rules set forth in Law No. 26,831. These rules provide that in certain circumstances an OPA with respect to some or all of our outstanding shares must be launched. The circumstances include situations in which anyone intends to purchase, either directly or indirectly, for cash, either individually or collectively, either in one act or in a series of successive acts during a period of 90 consecutive days, a number of voting shares, subscription rights or stock options, convertible negotiable securities or similar securities which together with that person’s existing holdings could, directly or indirectly, entitle such person to subscribe, purchase or convert voting shares, shares entitled to or that once exercised grant the right to a “significant share” in the voting capital stock of a publicly traded company.

 

In such circumstances, the OPA must be launched by the prospective purchaser within 10 days of having made the decision to participate in such offer.

 

Such obligation is not applicable in cases where the acquisition would not trigger a change of control of the company. It also does not apply in cases where there is a change of control as a consequence of a corporate reorganization or as a consequence of mere redistributions of shares among companies of the same group.

 

Concept of a “Significant Share”

 

The regulations establish a duty to effect an offer with respect to part or all of the outstanding shares of the company depending on the percentage of the voting capital stock to be acquired. The regulations provide for the following duties relating to the OPA:

 

Whenever the goal is to acquire a holding equal to or greater than 15% of the voting capital stock or of the company votes, the offer must be made for a number of securities that would enable the purchaser to acquire at least 50% of the voting capital stock of the affected company.

 

Whenever an entity already has a holding equal to or greater than 15% of the voting capital stock or the votes of the company, but less than 51 % of such rights, and the intention is to increase such shareholding in the affected company’s capital stock at least 6% during a 12-month period, the offer shall be made on the number of securities representing at least 10% of the voting capital stock of the affected company.

 

Whenever a holding equal to or greater than 51% of the voting capital stock or the votes of the company is sought, the offer shall be made for the number of securities that would enable the purchaser to obtain 100% of the voting capital stock of the affected company. The application of this stipulation shall have priority over the stipulations discussed in the preceding paragraphs.

 

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Determination of the OPA Price in the Case of a Change in Control

 

The price shall be determined by the offeror with the following exceptions:

 

If the purchaser has purchased other securities related to the offering within the 90 days prior to the announcement of the offer, the price cannot be lower than the highest price the purchaser paid in such transactions.

 

If the purchaser has obtained firm sale commitments from the controlling shareholder or other shareholders entitled to take part in the public offering, the price cannot be lower than the price provided for in such commitments.

 

In order to determine the price, the purchaser shall also consider the following criteria, according to the CNV Rules: (i) book value of the shares; (ii) valuation of the target company according to discounted cash flows (DCF) or other applicable valuation criteria applicable to comparable business; and (iii) average price of the shares for the last six months before the “offer.” Based on certain interpretations of Law No. 26,831 and the CNV Rules, there is no certainty as to whether the average price of the shares for the last six months before the “offer” should be considered as a minimum price. The price could be challenged by both the CNV and any offeree shareholder.

 

According to subsection (g) of Article Six of our bylaws, if an OPA on any class of our common shares takes place, the difference in voting rights between classes of shares should be reasonably weighed to determine the price to be offered to their holders.

 

Penalties for Breach

 

Without prejudice to the penalties established by the CNV, Law No. 26,831 provides that purchases in violation of such regime will be declared irregular and ineffective for administrative purposes by the CNV and cause the auction of the shares acquired in violation of the applicable regulation, without prejudice to the penalties that may correspond.

 

Tender Offer Regime in the Case of a Voluntary Withdrawal from the Public Offering and Listing System in Argentina

 

Law 26,831 and CNV regulations also established that when a company whose shares are publicly offered and listed in Argentina agrees to withdraw voluntarily from the public offering and listing system in Argentina, it must follow the procedures provided for in the CNV’s regulations and it must likewise launch an OPA for its aggregate shares or subscription rights or securities convertible into shares or stock options under the terms provided for in such regulation. It is not necessary to extend the public offering to those shareholders that voted for the withdrawal at the shareholders’ meeting.

 

The acquisition of one’s own shares must be made with liquid and realized profits or with free reserves, whenever paid up in full, and for the amortization or disposition thereof, within the term set forth in Section 221 of the Argentine Corporate Law and the company must present the CNV with evidence that it has the necessary solvency to effect such purchase and that the payment for the shares will not affect its solvency.

 

According to Section 98 of Law No. 26,831 the price offered in the case of a voluntary withdrawal from the public offering and listing system in Argentina should be equitable and take into account the following relevant criteria:

 

The equity value of the shares, taking into account a special financial statement for the withdrawal from the public offering system or listing;

 

The value of the company, in accordance with discounted cash flow criteria and ratios applicable to comparable businesses or companies;

 

The company’s liquidation value;

 

Average quotation prices on the stock exchange where the shares are listed during the six month period immediately preceding the withdrawal application, regardless of the number of sessions necessary for such negotiation; and

 

The consideration offered before, or the placement of the new shares, in the event that a public offering has been made with regard to the same shares or if new shares have been issued, if applicable, during the last year, to be counted as of the date of the agreement for the withdrawal application.

 

Under no circumstances can the price offered be lower than the price indicated in the fourth bullet above.

 

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Mandatory or Voluntary Tender Offer in the Case of Near-total Control

 

If a shareholder or group of shareholders holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company, any minority shareholder may request that the controlling shareholder launch an OPA for all outstanding shares of such company. In addition, a person that holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company may issue a unilateral declaration of its intention to purchase all outstanding shares of such company within six months following the date of acquisition of near-total control and withdraw the company from public offering and its shares from listing and trading. The price offered should be an equitable price, following the criteria set forth in Law 26,831, but in no case may it be lower than the average trading price of such shares during the six-month period preceding the OPA application.

 

Shareholder Claims

 

Pursuant to article 46 of Law No. 26.831, companies whose shares are listed on any authorized market (including the MERVAL), such as we intend our shares to be, are subject to the jurisdiction of the arbitration court of such authorized market for all matters concerning such companies’ relationship with shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims to the courts of the City of Buenos Aires.

 

Corporate Governance

 

We comply with the Argentine Corporate Law and CNV rules and regulations, and will be in compliance with Law No. 26,831 and CNV corporate governance regulations upon completion of the global offering.

 

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

 

American Depositary Shares

 

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent Class B shares (or a right to receive Class B shares) deposited with the principal Buenos Aires office of Banco Santander Rio S.A., as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street, New York, New York 10286.

 

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

 

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

 

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Argentine law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

 

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided on “Where You Can Find More Information.”

 

Dividends and Other Distributions

 

How will you receive dividends and other distributions on the Class B shares?

 

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

 

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the Class B shares into U.S. dollars if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

 

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

 

Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

 

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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

 

Other distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

 

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our Class B shares or any value for them if it is illegal or impractical for us to make them available to you.

 

Deposit, Withdrawal and Cancellation

 

How are ADSs issued?

 

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

 

How can ADS holders withdraw the deposited securities?

 

You may surrender your ADSs for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

 

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How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

 

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

 

Voting Rights

 

How do you vote?

 

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Argentina and of our bylaws or similar documents, to vote or to have its agents vote the Class B shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

 

Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed or as described in the following sentence. If we asked the depositary to solicit your instructions at least 30 days before the meeting date but the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those circumstances to vote on all questions to be voted upon unless we notify the depositary that:

 

we do not wish to receive a discretionary proxy;

 

there is substantial shareholder opposition to the particular question; or

 

the particular question would have an adverse impact on our shareholders.

 

We are required to notify the depositary if one of the conditions specified above exists.

 

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your voting rights and there may be nothing you can do if your shares are not voted as you requested.

 

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

 

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Fees and Expenses

 

Persons depositing or withdrawing shares or ADS holders must pay: For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property  

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the Class B shares had been deposited for issuance of ADSs Distribution of securities distributed to holders of deposited securities (including rights) which are distributed by the depositary to ADS holders
$0.05 (or less) per ADS per calendar year Depositary services
Registration or transfer fees Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities As necessary

 

 

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

 

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the dpositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

 

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Payment of Taxes

 

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

 

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

 

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

 

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

 

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

 

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

 

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

 

Amendment and Termination

 

How may the deposit agreement be amended?

 

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

 

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How may the deposit agreement be terminated?

 

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

 

60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

 

we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;

 

we become insolvent or enter insolvency proceedings

 

all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

 

there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

 

there has been a replacement of deposited securities.

 

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

 

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

 

Limitations on Obligations and Liability

 

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

 

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

 

(i) are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
   
(ii) are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
   
(iii) are not liable if we or it exercises discretion permitted under the deposit agreement;
   
(iv) are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
   
(v) have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
   
(vi) are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
   
(vii) may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

 

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

 

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Requirements for Depositary Actions

 

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

 

(i) payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
   
(ii) satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
   
(iii) compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

 

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

 

Your Right to Receive the Class B Shares Underlying your ADSs

 

ADS holders have the right to cancel their ADSs and withdraw the underlying Class B shares at any time except:

 

(i) when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of Class B shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our Class B shares;
   
(ii) when you owe money to pay fees, taxes and similar charges; or
   
(iii) when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of Class B shares or other deposited securities.

 

This right of withdrawal may not be limited by any other provision of the deposit agreement.

 

Pre-release of ADSs

 

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying Class B shares. This is called a pre-release of the ADSs. The depositary may also deliver Class B shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs instead of Class B shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (i) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the Class B shares or ADSs to be deposited; (ii) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (iii) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

 

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Direct Registration System

 

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRSs that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

 

Shareholder Communications; Inspection of Register of Holders of ADSs

 

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

 

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DIVIDENDS AND DIVIDEND POLICY

 

In accordance with Argentine Corporate Law, our bylaws and CNV regulations, we may make one or more declarations of dividends with respect to any year, including anticipated dividends, out of our distributable net income (ganancias líquidas y realizadas) as reflected in our consolidated balance sheet, or consolidated special interim balance sheet in case of anticipated dividends.

 

Declaration and payment of dividends to all holders of each class of our shares (Class A, Class B and the preferred shares), to the extent funds are legally available, is determined by all of our shareholders with voting rights (ie., our Class A and Class B shareholders) at the annual ordinary shareholders’ meeting. At such annual ordinary shareholders’ meeting, our Class A shares will be entitled to five votes each and our Class B shares will be entitled to one vote each. It is the responsibility of our Board of Directors to make a recommendation to our shareholders with respect to the amount of dividends to be distributed. The Board of Directors’ recommendation will depend on a number of factors, including but not limited to, our operating results, cash flow, financial condition, capital position, legal requirements, contractual and regulatory requirements, and investment and acquisition opportunities. As a general rule, the Board of Directors will favor efficient use of capital in its recommendation-making process. Thus, the Board will recommend reinvesting earnings when there are investment opportunities or it will recommend distributing dividends when there is excess capital.

 

Our Board of Directors does not intend to recommend the distribution of material dividends for the 2015 fiscal year. However, shareholders are ultimately entitled to overrule the recommendation of the Board of Directors through the affirmative vote of the absolute majority of the present votes at an ordinary shareholders’ meeting.

 

The Board of Directors may also decide and pay anticipated dividends. In such instance, each individual director and member of the Supervisory Committee will be jointly and severally liable for the payment of such dividends if our retained earnings for the year for which such dividends were paid is insufficient to cover the payment of such dividends.

 

On December 27, 2012, our shareholders approved the conversion of 1,600,000 Class B shares into preferred shares and on October 7, 2015 our shareholders approved the issuance of an additional 1,600,000 preferred shares. As of the date of this prospectus, 3,200,000 preferred shares are outstanding.

 

According to the terms approved by the extraordinary shareholders’ meeting held on October 7, 2015, holders of the preferred shares are entitled to an annual non-cumulative preferred dividend of Ps.1 per share. This preference will be adjustable according to the following formula: Pn+1=Pn (1+ Bn) where “Pn+1” is the preference of the year “n” plus one; “Pn” is the preference of the year “n”; and “Bn” is Badlar rate, in Ps., published by the Central Bank as of December 31 of the “n” year.

 

Dividends are distributed on a pro rata basis according to the number of common shares held by the shareholder. Subject to completion of the global offering, and after giving effect thereto, all shares of our capital stock, other than our preferred shares, will rank pari passu with respect to the payment of dividends, regardless of class. Under CNV regulations, cash dividends must be paid to the shareholders within 30 days of their approval. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of authorization by the CNV for the public offering of such shares. The right of shareholders to demand payment of dividends shall toll three years after the date on which we first make them available to shareholders. Any dividends that are not claimed during this period are deemed extraordinary gains by us.

 

In accordance with Argentine law, our bylaws and CNV regulations, we are required to allocate to our legal reserve 5% of our yearly income, plus or minus the results of prior years, until our legal reserve equals 20% of our adjusted capital stock. Under Argentine Corporate Law and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order: (i) to comply with the legal reserve requirement; (ii) to pay the accrued fees of the members of the Board of Directors and Supervisory Committee; (iii) to pay dividends on preferred stock, which shall be applied first to pending and unpaid accumulated dividends; and (iv) the remainder of the net income for the year may be distributed as additional dividends on preferred stock, if any, or as dividends on common stock, or may be used for voluntary or contingent reserves, or as otherwise decided by our shareholders at the annual ordinary shareholders’ meeting.

 

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Holders of 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 U.S. dollars abroad, although we reserve the right to pay cash dividends in Pesos in Argentina if so required by applicable foreign exchange regulations in place at the time of payment. The ADS deposit agreement provides that the depositary will convert cash dividends received by the ADS depositary in Pesos to U.S. dollars: if so permitted by, and subject to the limits set forth in, applicable foreign exchange regulations in place at such time 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 U.S. dollars. If dividend payments cannot be made in U.S. dollars outside of Argentina, the transfer outside of Argentina of any funds collected by foreign shareholders in Pesos in Argentina may be subject to certain restrictions. Although the transfer of funds abroad by local companies to pay annual dividends only to foreign shareholders based on approved and fully audited financial statements does not require formal approval by the Argentine Central Bank, however, the recent decrease in availability of U.S. dollars in Argentina has led the Argentine government to impose informal restrictions that may consist of de facto measures restricting local residents and companies from purchasing foreign currency through the MULC to make payments abroad, such as dividends, among others. See “Exchange Controls” and “Risk Factors”

 

We are a holding company, and in addition to certain management fees we collect from some of our subsidiaries, our main source of cash to pay dividends are the dividends we receive from our subsidiaries. We therefore depend on the results of operations, cash flow and distributable income of our operating subsidiaries, principally the Bank.

 

We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

 

In particular, pursuant to Central Bank Communication “A” 5273, as amended and supplemented, dividend distribution by the Bank is subject to prior approval by the Superintendency. A financial institution must submit a request to distribute dividends within 30 days prior to the shareholders’ meeting that will approve its annual financial statements. A request will only be approved if during the month preceding the request, the following requirements are met:

 

(i) the financial institution is not subject to a liquidation procedure or the mandatory transfer of assets by the Central Bank in accordance with sections 34 or 35 bis of the FIL;
(ii) the financial institution is not receiving financial assistance from the Central Bank;
(iii) the financial institution is in compliance with its reporting obligations to the Central Bank;
(iv) the financial institution is in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchises granted by the Superintendency) and with minimum cash reserves (on average) whether in Pesos, foreign currency or securities issued by the public sector; and
(v) the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party’s operating volume, its liability and the title or function that such party holds.

 

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Dividends cannot be paid, however, in any of the following circumstances:

 

(i) if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro forma position after making the dividend payment; and/or
(ii) if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%; and/or
(iii) if the financial institution received any kind of financial assistance from the Central Bank due to liquidity problems, pursuant to Section 17 of the Central Bank’s charter. See “Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution.”

 

Although distribution of dividends by the Bank has been authorized by the Central Bank at times, no assurance can be given that the Central Bank will continue to grant the Bank the authorization to distribute dividends approved by its shareholders at the annual ordinary shareholders’ meeting or that such authorization will be for the full amount of dividends that the Bank may distribute pursuant to applicable regulation.

 

Since the date of entry into force of Law No. 26,893, dividends distributed, whether in cash, property or any other kind–except in fully paid shares (“acciones liberadas”)–are subject to an income tax withholding (the “Dividend Tax”) at a 10% rate on the amount of such dividends, in respect of both Argentine and non-Argentine individual resident shareholders. However, if dividends are distributed to local companies, the Dividend Tax should not apply on such transactions. We withhold and pay this tax on behalf of our shareholders and set off the applicable tax against any amount due to our shareholders.

 

We are required to pay personal assets tax corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. We pay this tax on behalf of our shareholders, whenever applicable, and are entitled, pursuant to the Personal Assets Tax Law, to seek reimbursement of such paid tax from the applicable shareholders in various ways, including by withholding dividends. See “Taxation—Material Argentine Tax Considerations—Personal assets tax.”

 

Over the past five years, we received dividend payments in cash from SAM for 2014, 2013, 2012, 2011 and 2010 of Ps.17.1 million, Ps.16.1 million, Ps.9.0 million, Ps.3.8 million and Ps.3.8 million, respectively, and from Adval for 2010, totaling Ps.0.7 million. We did not receive dividend payments from the Bank and our other subsidiaries. However, we received a distribution of dividends in the form of Bank shares for 2012 for an amount equal to Ps.97.4 million.

 

Grupo Supervielle paid dividends to its shareholders for 2014, 2013, 2012, 2011 and 2010 totaling approximately Ps.7.4 million, Ps.8.3 million, Ps 8.7 million, Ps.24.4 million and Ps.6.9 million, respectively.

 

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TAXATION

 

The following discussion contains a description of the principal Argentine and United States federal income tax consequences of the acquisition, ownership and disposition of our Class B shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our Class B shares or ADSs and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Argentine and Unites States federal income tax considerations applicable to any particular holder. This summary is based upon the tax laws of Argentina and the regulations thereunder and the tax laws of United States and the regulations thereunder as in effect on the date of this prospectus, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its own tax advisor about the particular Argentine and United States federal income tax consequences to it of an investment in our Class B shares or ADSs. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, The Bank of New York Mellon, as depositary and the registered holders and beneficial owners of our ADSs, and any related documents, will be performed in accordance with its terms.

 

Material Argentine Tax Considerations

 

The following summary of certain Argentine tax matters is based upon the tax laws of Argentina and

 

regulations thereunder as of the date of this prospectus, and is subject to any subsequent change in Argentine laws and regulations which may come into effect after such date. This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this prospectus will agree with this interpretation. Holders should carefully read “Risk Factors–Risks Related to Our ADSs and the Offering–Changes in the Argentine tax laws may adversely affect the results of our operations and the tax treatment of our Class B shares and ADSs” and consult their tax advisors regarding the tax treatment of our Class B shares and ADSs.

 

Taxation on dividends

 

According to Law No. 26,893, dividends distributed, whether in cash, property or any other kind–except in fully paid shares (acciones liberadas) – are subject to an income tax withholding, or the “Dividend Tax,” at a 10% rate on the amount of such dividends, in respect of both Argentine and non-Argentine resident shareholders. However, if dividends are distributed to Argentine companies, no Dividend Tax should apply.

 

Dividends paid in excess of the Taxable Accumulated Income, as defined below, at the previous fiscal period will be also subject to an additional withholding tax, or the “Equalization Tax”, at the rate of 35% applicable on such excess and regarding both Argentine and non-Argentine resident shareholders. Equalization Tax is applicable when dividends distributed are greater than the income determined according to the application of the Argentine income tax law, accumulated at the fiscal year immediately preceding the year on which the distribution is made, referred to as “Taxable Accumulated Income.”

 

The Dividend Tax and the Equalization Tax will be imposed as a withholding tax on the shareholder receiving the dividend. In case both the Dividend Tax and the Equalization Tax apply, the latter should be applied first and then the 10% rate of the Dividend Tax should be applied on the remaining amount of dividends (i.e., on the existing amount of dividends after the Equalization Tax has been deducted from the gross dividend amount).

 

Following the amendments made by Law No. 26,893 and its implementing Decree 2334/13, the tax treatment applicable to dividends obtained by Argentine and non-Argentine beneficiaries as a result of the holding of ADSs is open to interpretation. Therefore, holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from any profit distributions we may make not only on our Class B shares but also on the ADSs.

 

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Capital gains

 

The results derived from the transfer of shares, quotas and other equity interests, titles, bonds and other securities of Argentine companies are subject to Argentine income tax, regardless of the type of beneficiary who obtains the income.

 

Capital gains obtained by Argentine corporate entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of shares are subject to income tax at the rate of 35% on net income.

 

Due to the recent amendments made to the Argentine income tax law, income derived by Argentine resident individuals from the sale of shares and other securities is subject to income tax at a 15% rate on net income, unless such securities were traded in stock markets and/or have public offering authorization, in which case an exemption applies. The implementing Decree 2334/2013 introduced a provision stating that the exemption includes income derived from the sale of shares and other securities made through a stock exchange market duly authorized by the CNV.

 

It is not clear whether the term “includes” (as used in the implementing Decree 2334/2013) means that the exemption only refers to sales of securities made through a stock exchange market duly authorized by the CNV or whether the implementing Decree 2334/2013 intended to clarify that such sales were just one of the possibilities that may be covered by the exemption (in addition to publicly offered authorized securities, as provided in the Argentine Income Tax Law). Certain qualified tax authorities have publicly opined that the exemption exclusively refers to sales of securities made through a stock exchange market duly authorized by the CNV.

 

Capital gains obtained by non-Argentine resident individuals or non-Argentine entities from the sale, exchange or other disposition of shares would be subject to income tax, as the abovementioned exemption for shares is not applicable to non-Argentine beneficiaries. Therefore, the gain derived from the disposition of shares by non-Argentine residents or non-Argentine individuals is subject to Argentine income tax at a rate of 15% either (i) on the net amount resulting from deducting from the sale price of the acquisition cost and the expenses incurred in Argentina necessary for obtaining, maintaining and conserving this asset, as well as the deductions admitted by the Argentine income tax law or (ii) on the net presumed income provided by the Income Tax Law for this type of transaction (i.e. 90%), which results in an effective rate of 13.5% of the sales price. There is currently no regulation under Argentine law with respect to how this election is made. When both the seller and the buyer are non-residents, the person liable to pay the tax shall be the buyer of the shares, quotas, equity interests and other securities transferred. However, as of the date of this prospectus, no regulations have been issued stipulating the withholding and payment mechanism that the non-resident buyer should follow.

 

Following the amendments made by Law No. 26,893, and its implementing Decree 2334/13, the tax treatment applicable to income obtained by non-Argentine resident beneficiaries from the sale of ADSs is open to interpretation. Additionally, should sale of ADSs take place between non-Argentine parties and such sale were deemed to give rise to Argentine source income, as of the date of this prospectus no regulations have been issued yet regarding the mechanism through which payment would be effectuated to satisfy such obligation. Therefore, holders of our Class B shares or ADS are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from holding and disposing of not only our Class B shares but also the ADSs.

 

Personal assets tax

 

Argentine entities, such as us, have to pay the personal assets tax corresponding to Argentine and foreign domiciled individuals and foreign domiciled entities for the holding of our shares. The applicable tax rate is 0.5% and is levied on the proportional net worth value (valor patrimonial proporcional), or the book value, of the shares arising from the last balance sheet of the Argentine entity calculated under Argentine GAAP.

 

Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.

 

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Value added tax

 

The sale, exchange or other disposition of our Class B shares and ADSs, and the distribution of dividends in connection therewith, are exempted from the value added tax.

 

Tax on debits and credits on Argentine bank accounts

 

Credits to and debits from bank accounts held at Argentine financial institutions, as well as certain cash payments, are subject to this tax, which is assessed at a general rate of 0.6%. There are also increased rates of 1.2% and reduced rates of 0.075% that may apply in certain cases. Owners of bank accounts subject to the general 0.6% rate may consider 34% of the tax paid upon credits to such bank accounts and taxpayers subject to the 1.2% rate may consider 17% of all tax paid upon credits to such bank accounts as a credit against income tax or tax on presumed minimum income. When financial institutions governed by Law No. 21,526 make payments acting in their own name and on their own behalf, the application of this tax is restricted only to certain specific transactions. Such specific transactions include, among others, dividends or profits distributions.

 

Tax on minimum presumed income

 

Entities domiciled in Argentina are subject to this tax at the rate of 1% applicable over the total value of their taxable assets, to the extent it exceeds in the aggregate an amount of Ps.$200,000. Specifically, the law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets. This tax shall be payable only to the extent the income tax determined for any fiscal year does not equal or exceed the amount owed under the tax on minimum presumed income. In such case, only the difference between the tax on minimum presumed income determined for such fiscal year and the income tax determined for that fiscal year shall be paid. Any tax on minimum presumed income paid will be applied as a credit toward income tax owed in the immediately-following 10 fiscal years. Please note that shares and other equity participations in entities subject to tax on minimum presumed income are exempt from this tax.

 

Turnover tax

 

In addition, gross turnover tax could be applicable to Argentine residents on the transfer of shares and on the payment of dividends to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. However, under the Tax Code of the City of Buenos Aires, any transactions with shares, as well as the payment of dividends are exempt from gross turnover tax.

 

Holders of our Class B shares or ADSs are encouraged to consult a tax advisor as to the particular Argentine gross turnover tax consequences derived from holding and disposing of our Class B shares or ADS.

 

Stamp taxes

 

Stamp tax is a local tax that is levied based on the formal execution of public or private instruments.

 

Documents subject to stamp tax include, among others, all types of contracts, notarial deeds and promissory notes. Each province and the City of Buenos Aires have its own stamp tax legislation.

 

Stamp tax rates vary according to the jurisdiction and type of agreement involved. In certain jurisdictions, acts or instruments related to the negotiation of shares and other securities duly authorized for its public offering by the CNV are exempt from stamp tax.

 

Other taxes

 

There are no Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our shares. The provinces of Buenos Aires and Entre Ríos establish a tax on free transmission of assets, including inheritance, legacies, donations, etc. Free transmission of our shares could be subject to this tax. In the case of litigation regarding the shares before a court of the City of Buenos Aires, a 3% court fee would be charged, calculated on the basis of the claim.

 

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Tax treaties

 

Argentina has signed tax treaties for the avoidance of double taxation with several countries, although there is currently no tax treaty or convention in effect between Argentina and the United States.

 

THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF CLASS B SHARES OR ADSs. HOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.

 

United States Federal Income Tax Considerations

 

This summary describes certain U.S. federal income tax consequences for a U.S. holder (as defined below) of acquiring, owning, and disposing of the Class B shares and ADSs. The discussion does not apply to certain classes of holders, such as holders who own or are deemed to own 10% or more of our voting stock, dealers in securities or currencies, traders that elect mark-to-market accounting for securities holdings, banks, financial institutions, insurance companies, tax-exempt organizations, persons holding the Class B shares or ADSs as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, or persons that have a functional currency other than the U.S. dollar, all of which may be subject to rules that differ significantly from those described below. This discussion assumes that the Class B shares and ADSs are held as “capital assets” for U.S. federal income tax purposes.

 

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (“the Code”), Treasury regulations, administrative rulings and judicial authority, all as in effect as of this date. All of these laws and authorities are subject to change, possibly on a retroactive basis. You should consult your own tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of purchasing, owning and disposing of the Class B shares and ADSs in light of your particular circumstances.

 

For purposes of this summary, you are a U.S. holder if you are a beneficial owner of Class B shares or ADSs and you are, for U.S. federal income tax purposes, a citizen or resident of the United States, a U.S. domestic corporation, or otherwise subject to U.S. federal income tax on a net income basis with respect to income from the Class B shares and ADSs.

 

If an entity treated as a partnership for U.S. federal income tax purposes holds the Class B shares or ADSs, the tax treatment of the partnership and its partners will depend upon their status and activities. Any such entity should consult its own tax adviser regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of the Class B shares and ADSs.

 

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the Class B shares represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the Class B shares represented by that ADS.

 

The following discussion generally assumes that we are not, and will not become, a passive foreign investment company (“PFIC”). See “Dividends” below for further discussion.

 

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Dividends

 

The gross amount of distributions paid with respect to the Class B shares or ADSs (including the amount of any Argentine taxes withheld) will be treated as dividends to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to you as dividends. The dividends will be treated as foreign-source income and will not be eligible for the dividends-received deduction generally available to U.S. corporations. Dividends paid in Pesos will be included in a U.S. holder’s income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of a U.S. holder’s receipt, or in the case of ADSs, the depositary’s receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If such a dividend is not converted into U.S. dollars on the date of receipt, a U.S. holder generally will have a basis in the non-U.S. currency equal to its U.S. dollar value on that date. A U.S. holder generally will be required to recognize foreign currency gain or loss realized on a subsequent conversion or other disposition of such currency, which will be treated as U.S.-source ordinary income or loss.

 

Dividends received by certain non-corporate U.S. holders will generally be subject to taxation at reduced rates if the dividends are “qualified dividends.” Subject to applicable limitations, dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC. The ADSs will be listed on the New York Stock Exchange and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited financial statements and current expectations regarding our income, assets, activities and relevant market data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to 2014 and we do not anticipate becoming a PFIC in the foreseeable future. However, because the rules for determining whether a company is a PFIC are not entirely clear when applied to foreign banks and because the composition of our income and assets will vary over time, there can be no assurance that we will not be a PFIC for any taxable year. If we were a PFIC for any taxable year, your tax consequences in owning and disposing of the Class B shares or ADSs could be materially and adversely affected. You should consult your tax advisers concerning the potential application of the PFIC rules.

 

Based on existing guidance, it is not entirely clear whether dividends received with respect to Class B shares will be treated as qualified dividends, because the Class B shares are not themselves listed on a U.S. exchange. U.S. holders of Class B shares should consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

 

Dividends received by U.S. holders will generally constitute passive category income for U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign taxes, any Argentine taxes withheld from cash dividends on the Class B shares or ADSs will be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or at a U.S. holder’s election, may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes for the taxable year). However, amounts withheld on account of the Argentine personal assets tax (as defined in “—Material Argentine Tax Considerations”) will not be eligible for credit against U.S. holder’s U.S. federal income tax liability. The rules with respect to foreign tax credits are complex and U.S. holders are urged to consult their independent tax advisers regarding the availability of the foreign tax credit under their particular circumstances.

 

Sale or Other Disposition

 

Upon a sale or other disposition of the Class B shares or ADSs, U.S. holders will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized on the disposition and the U.S. holder’s tax basis, determined in U.S. dollars, in the Class B shares or ADSs. Generally, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Class B shares or ADSs were held for more than one year. A U.S. holder’s ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder may be taxable at a preferential rate. If an Argentine tax is withheld on the sale or other disposition of the Class B shares or ADSs, a U.S. holder’s amount realized will include the gross amount of the proceeds of the sale or other disposition before deduction of the Argentine tax. See “—Material Argentine Tax Considerations—Capital gains” for a description of when a disposition may be subject to taxation by Argentina. This gain or loss will generally be U.S.–source gain or loss for foreign tax credit purposes. U.S. holders should consult their tax advisors as to whether the Argentine tax on gains may be creditable against the U.S. holder’s U.S. federal income tax on foreign-source income from other sources.

 

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Information Reporting and Backup Withholding

 

Dividends paid on and proceeds from the sale or other disposition of the Class B shares or ADSs that are made within the United States or through certain U.S.-related financial intermediaries generally will be subject to information reporting and backup withholding unless the U.S. holder is treated as an exempt recipient. In addition, such dividends and proceeds may be subject to backup withholding unless the U.S. holder (i) is treated as an exempt recipient or (ii) timely provides a correct taxpayer identification number and makes any other required certification, or you otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld may be credited against your U.S. federal income tax liability, provided you timely furnish the required information to the Internal Revenue Service.

 

FATCA

 

We have entered into an agreement with the Internal Revenue Service (“IRS”) effective April 24, 2014, pursuant to which we have agreed to comply with certain due diligence, information reporting and withholding obligations pursuant to sections 1471 through 1474 of the Code, and the regulations promulgated thereunder (often referred to as the “Foreign Account Tax Compliance Act” or “FATCA”). Therefore, an investor considered to have a “U.S. account” maintained by us may be required to provide certain information regarding such investor (or relevant beneficial owner of the Class B shares or ADSs), including information and tax documentation regarding the identity of such investor as well as that of its direct and indirect owners. Unless an exception applies or in the future Argentina enters into an intergovernmental agreement (“IGA”) with the United States permitting such information (or other information in lieu of such information) to be provided to local authorities, we may be required to report this information to the IRS. Argentina has not yet entered into an IGA with the United States and it is unclear if, or when, such an agreement might enter into effect.

 

In addition, the Code provides that the FATCA rules described above may be extended to cover certain foreign “passthru payments” – i.e., foreign source income (for example, dividends paid by a non-U.S. corporation) that is “attributable to” amounts that are subject to FATCA withholding. Regulations implementing this rule have not yet been adopted or proposed and the IRS has indicated that any such regulations would not be effective prior to January 1, 2019 (or, if later, the date on which final regulations on this issue are published). Under this rule, investors that are considered to have a “U.S. account” that we maintain and that fail to provide the foregoing information may be subject to U.S. withholding tax at a 30% rate on all or a portion of any payments on the Class B shares or ADSs, to the extent such payments are considered foreign passthru payments. It is currently unclear whether or to what extent payments on shares such as the Class B shares or ADSs will be foreign passthru payments subject to FATCA withholding. Investors in Class B shares or ADSs that are foreign financial institutions, or foreign financial institutions that receive payments on behalf of other persons, and that have not entered into an agreement with the IRS (or otherwise established an exemption from FATCA) would also be subject to this U.S. withholding tax.

 

Generally, under FATCA, a U.S. account is a financial account maintained by a foreign financial institution that is held by one or more “specified U.S. persons” or “U.S.-owned foreign entities.” Specified U.S. person includes U.S. individuals and generally excludes publicly traded corporations and their affiliates, certain tax-exempt entities, the U.S. federal and state governments and instrumentalities, agencies or subdivisions thereof, certain specialized investment vehicles such as real estate investment trusts and regulated investment entities, and certain trusts, as well as banks, certain dealers, and brokers. A U.S.-owned foreign entity is a foreign entity that has one or more “substantial U.S. owners”. A “substantial U.S. owner” generally includes any specified U.S. person that owns, directly or indirectly, more than 10% of the entity’s equity (by vote or value), or, in the case of certain investment entities, a specified U.S. person that owns any of the entity’s equity.

 

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However, stock or other equity or debt instruments issued by a financial institution are not treated as a financial account if such stock or other instrument is regularly traded on an established securities market. We expect that the Class B shares and ADSs will be so treated. Further, a “financial account” does not include an equity instrument in a financial institution, such as us, that is not engaged (or holding itself out as engaged) primarily in certain investment activities, unless the value of the equity instrument is determined, directly or indirectly, primarily by reference to assets giving rise to amounts that are subject to FATCA withholding, which include among other things U.S. source interest and dividends, and certain other requirements are met.

 

FATCA is particularly complex and its application to Argentine financial institutions is uncertain at this time. Although we have registered with the IRS and believe that we are compliant with obligations imposed on us under FATCA, it is unclear to what extent we may be able to comply with FATCA in the future. Each holder of Class B shares or ADSs should consult its own tax adviser to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.

 

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UNDERWRITING

 

Under the terms and subject to the conditions contained in an international underwriting agreement dated , 2016, we have agreed to sell to the international underwriters named below, for whom Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, the respective numbers of ADSs representing Class B shares described below. The offering of Class B shares in the Argentine offering shall be carried out by the Argentine placement agent according to an Argentine placement agency agreement among us, the selling shareholders and the Argentine placement agent.

 

International Underwriter  Number
of ADSs
Morgan Stanley & Co. LLC.    
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
    
Raymond James & Associates, Inc    
Total    

 

Subject to the conditions contained in the international underwriting agreement, the international underwriters are obligated to purchase all the ADSs in the offering if any are purchased, other than those ADSs covered by the option to purchase additional shares described below. The international underwriting agreement also provides that if an international underwriter defaults, the purchase commitments of non-defaulting international underwriters may be increased or the offering may be terminated.

 

We and the selling shareholders have entered into an Argentine placement agency agreement with Raymond James Argentina S.A., the Argentine placement agent, providing for the concurrent offering of Class B shares in Argentina. Pursuant to the terms of such placement agency agreement, the Argentine placement agent shall carry out its best efforts to offer the Class B shares in Argentina, but has not undertaken any underwriting commitments in connection with the Argentine offering. The international and Argentine offerings are conditioned on the closing of each other.

 

All sales of the ADSs in the United States will be made by the international underwriters, either directly or through their U.S. broker dealer affiliates or such other registered dealers as may be designated by the international underwriters.

 

We have granted to the international underwriters a 30-day option following the date of this prospectus to purchase on a pro rata basis up to               additional ADSs from us at the initial public offering price paid by investors less applicable underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of ADSs.

 

The international underwriters propose to offer the ADSs initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of US$ per share. The international underwriters and selling group members may allow a discount of US$ per share on sales to other broker/dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

 

The following table summarizes the compensation and estimated expenses we and the selling shareholders will pay:

 

   Per ADS  Total
   Without
Option Shares
  With   Option Shares  Without
Option Shares
  With   Option Shares
Underwriting Discounts and Commissions paid by us    US$    US$    US$    US$ 
Expenses payable by us    US$    US$    US$    US$ 
Underwriting Discounts and Commissions paid by selling shareholders    US$    US$    US$    US$ 

  

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$                . We have agreed to reimburse the international underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to US$ .

 

The representatives have informed us that the international underwriters do not expect sales to accounts over which the international underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

 

We have agreed that we will not offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of our common stock, including in the form of ADSs, either in the form of shares or in the form of or securities convertible into or exchangeable or exercisable for any shares of our common stock, including in the form of ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus, except (i) sales in the international offering and Argentine offering described herein, (ii) issuances pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and (iv) issuances pursuant to the exercise of such options or pursuant to our dividend reinvestment plan. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, may release the shares of common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

 

Our officers, directors and existing shareholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock, including in the form of ADSs, or securities convertible into or exchangeable or exercisable for any shares of our common stock, including in the form of ADSs, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, including in the form of ADSs, whether any of these transactions are to be settled by delivery of our common stock, including in the form of ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus, except for (i) sales in the international offering and the Argentine offering described herein, (ii) dispositions of shares acquired in the open market provided no public announcement or public disclosure of such disposition is made or required to be made and (iii) transfers to a family member or a trust provided the transferee agrees to be bound in writing by the terms of the “lock-up” agreement and no public announcement or public disclosure of such transfer is made or required to be made. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, may release the shares of common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

 

We and the selling shareholders have agreed to indemnify the international underwriters against liabilities under the Securities Act, or contribute to payments that the international underwriters may be required to make in that respect.

 

We have applied to list the ADSs on the New York Stock Exchange under the symbol          . We have applied to list the Class B shares on the MERVAL under the symbol .

 

In connection with the listing of the ADSs on the New York Stock Exchange, the international underwriters will undertake to sell round lots of 100 ADSs or more to a minimum of              beneficial owners.

 

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In connection with the international offering, the international underwriters may engage in stabilizing transactions, option share transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act (“Regulation M”).

 

Stabilizing transactions permit bids to purchase ADSs, so long as the stabilizing bids do not exceed a specified maximum. Over-allotment involves sales by the international underwriters of ADSs, in excess of the number of ADSs the international underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the international underwriters is not greater than the number of shares that they may purchase pursuant to the option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in the option to purchase additional shares. The international underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. Syndicate covering transactions involve purchases of the ADSs, in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the international underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional shares. If the international underwriters sell more ADSs than could be covered by the option to purchase additional shares, a naked short position, the position can only be closed out by buying ADSs in the open market. A naked short position is more likely to be created if the international underwriters are concerned that there could be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the ADSs originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

 

In connection with the Argentine offering, the Argentine placement agent may engage in stabilizing transactions, in accordance with the CNV Regulations and other applicable regulations, including, to the extent applicable, Regulation M.

 

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class B shares, including in the form of ADSs, or preventing or slowing a decline in the market price of each. As a result, the price of Class B shares, including in the form of ADSs, may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or the Buenos Aires Stock Exchange and, if commenced, may be discontinued at any time.

 

The international underwriters and their affiliates may enter into derivative transactions with clients, at their request, in connection with our Class B shares or ADSs. The international underwriters and their affiliates may also purchase some of our Class B shares or ADSs to hedge their risk exposure in connection with such transactions. These transactions may have an effect on demand, price or other terms of the offering.

 

The Argentine placement agent, the international underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the international underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

 

The Argentine placement agent, the international underwriters and their respective affiliates have provided, currently provide or may provide in the future various investment banking, commercial banking, financial advisory or similar services to us on a regular basis, and maintain normal business relationships with us and the selling shareholders in their capacity as credit institutions or as lenders under credit facilities, for which they have received and may continue to receive customary fees and commissions. All investment, consulting and financial transactions with the Argentine placement agent, the international underwriters agents and their respective affiliates are conducted on an arm’s length basis.

 

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A prospectus in electronic format may be made available on the web sites maintained by one or more of the international underwriters, or selling group members, if any, participating in this offering and one or more of the international underwriters participating in this offering may distribute prospectuses electronically. The information on any such website is not a part of this prospectus. The representatives may agree to allocate a number of ADSs to international underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the international underwriters and selling group members that will make internet distributions on the same basis as other allocations.

 

Addresses of International Underwriters

 

The addresses of the international underwriters are as follows:

 

Morgan Stanley & Co. LLC 

1585 Broadway

New York, NY 10036 

USA

 

Merrill Lynch, Pierce, Fenner & Smith

Incorporated 

One Bryant Park

New York, NY 10036 

USA

 

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, FL 33716

USA

 

Selling Restrictions

 

Argentina

 

The Argentine public offering of the Class B shares has been authorized by the CNV pursuant to Resolution No._____________, dated               , 2016.

 

The Class B shares may be offered directly to the public in Argentina only through the Argentine placement agent, which is authorized under the laws and regulations of Argentina to offer or sell securities to the public in Argentina. The offering of the Class B shares in Argentina will be made by a substantially similar prospectus in Spanish and in accordance with CNV regulations.

 

We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in “Management and Corporate Governance—Officers” and “Management and Corporate Governance—Banco Supervielle S.A.’s Senior Management,” have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the international underwriters. See “Underwriting.”

 

Brazil

 

The offer and sale of our Class B shares will not be carried out by any means that would constitute a public offering in Brazil under Law No. 6,385, of December 7, 1976, as amended, and under CVM Rule (Instrução) No. 400, of December 29, 2003, as amended. The offer and sale of our Class B shares has not been and will not be registered with the Comissão de Valores Mobiliários in Brazil. Any representation to the contrary is untruthful and unlawful. Any public offering or distribution, as defined under Brazilian laws and regulations, in Brazil is not legal without such prior registration. Documents relating to the offering of our Class B shares, as well as information contained therein, may not be supplied to the public in Brazil, as the offering of common stock is not a public offering of securities in Brazil, nor may they be used in connection with any offer for sale of our common stock to the public in Brazil.

 

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Any offer of our common stock is addressed to the addressee personally, upon such addressee’s request and for its sole benefit, and is not to be transmitted to anyone else, to be relied upon by anyone else or for any other purpose either quoted or referred to in any other public or private document or to be filed with anyone without the underwriters’ prior, express and written consent.

 

Canada

 

The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

 

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

 

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the international underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Chile

 

The Class B shares are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the Class B shares do not constitute a public offer of, or an invitation to subscribe for or purchase, the Class B shares in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not “addressed to the public at large or to a certain sector or specific group of the public”).

 

European Economic Area

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of the Class B shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any Class B shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

 

(i)to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

(ii)to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the international underwriters for any such offer; or

 

(iii)in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Class B shares shall result in a requirement for the publication by Grupo Supervielle or any placement agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

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For the purposes of this provision, the expression an “offer to the public” in relation to any Class B shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Class B shares to be offered so as to enable an investor to decide to purchase any Class B shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive means Directive 2010/73/EU.

  

France

 

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

 

(i)released, issued, distributed or caused to be released, issued or distributed to the public in France; or

 

(ii)used in connection with any offer for subscription or sale of the shares to the public in France.

 

Such offers, sales and distributions will be made in France only:

 

(i)to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

 

(ii)to investment services providers authorized to engage in portfolio management on behalf of third parties; or

 

(iii)in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

 

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

 

Germany

 

This document has not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German authority has been notified of the intention to distribute our Class B shares in Germany. Consequently, our Class B shares may not be distributed in Germany by way of public offering, public advertisement or in any similar manner and this document and any other document relating to the offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of our Class B shares to the public in Germany or any other means of public marketing. Our Class B shares are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German Investment Act. This document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

 

The offering does not constitute an offer to sell or the solicitation or an offer to buy our Class B shares in any circumstances in which such offer or solicitation is unlawful.

 

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Hong Kong

 

The Class B shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

 

No advertisement, invitation or document, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to the Class B shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made under that Ordinance.

 

WARNING

 

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

 

Italy

 

The offering of the Class B shares has not been registered with the Commissione Nazionale per le Società e la Borsa (CONSOB), in accordance with Italian securities legislation. Accordingly, the Class B shares may not be offered or sold, and copies of this offering document or any other document relating to the shares may not be distributed in Italy except to Qualified Investors, as defined in Article 34-ter, subsection 1, paragraph b) of CONSOB Regulation no. 11971 of May 14, 1999, as amended (the Issuers’ Regulation), or in any other circumstance where an express exemption to comply with public offering restrictions provided by Legislative Decree no. 58 of February 24, 1998 (the Consolidated Financial Act) or Issuers’ Regulation applies, including those provided for under Article 100 of the Finance Law and Article 34-ter of the Issuers’ Regulation, and provided, however, that any such offer or sale of the shares or distribution of copies of this offering document or any other document relating to the Class B shares in Italy must (i) be made in accordance with all applicable Italian laws and regulations; (ii) be conducted in accordance with any relevant limitations or procedural requirements that CONSOB may impose upon the offer or sale of the shares; and (iii) be made only by (a) banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of Legislative Decree no. 385 of September 1, 1993, to the extent duly authorized to engage in the placement and underwriting of financial instruments in Italy in accordance with the Consolidated Financial Act and the relevant implementing regulations; or (b) foreign banks or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same EU Member State) authorized to place and distribute securities in the Republic of Italy pursuant to Articles 15, 16 and 18 of the Banking Act, in each case acting in compliance with all applicable laws and regulations.

 

Kuwait

 

FOR RESIDENTS OF Kuwait ONLY:

 

Unless all necessary approvals from the Kuwait Capital Markets Authority (“CMA”) pursuant to Law No. 7/2010, its Executive Regulations and the various Resolutions and Announcements issued pursuant thereto or in connection therewith have been given in relation to the marketing of, and sale of, the shares, these may not be offered for sale, nor sold in the State of Kuwait (“Kuwait”). Neither this prospectus nor any of the information contained herein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

 

With regard to the contents of this document we recommend that you consult a party licensed by the CMA to conduct securities activities in Kuwait and specialized in giving advice about the purchase of shares and other securities before making the subscription decision.

 

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Mexico

 

The Class B shares have not been registered with the National Securities’ Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or CNBV), and may not be offered or sold publicly in Mexico.

 

This document is not intended to be publicly distributed to an undetermined person through mass media, nor to serve as an application for the registration of the securities in Mexico, nor as a prospectus for their public offering in said jurisdiction.

 

This document is addressed to you under a private offering exception contained in article 8 of the Securities Market Law (Ley del Mercado de Valores or LMV), for which you must comply with any of the following requirements:

 

(i)you are either an institutional or qualified investor for purposes of Mexican law;

 

(ii)you are a member of a group of less than 100 individually identified people to whom the Class B shares are being offered directly and personally; or

 

(iii)you are an employee of the issuer and a beneficiary of an employees’ benefit plan of said issuer.

 

The LMV and CNBV regulations (along with other laws applicable in Mexico) define institutional investors as Mexican and foreign banks, broker dealers, insurance and bond companies, bonded warehouses, financial leasing companies, factoring companies and investment funds, private pension and annuities funds and foreign pension and investment funds. Such regulations also define qualified investors as individuals and corporations which maintain during the previous year investments in securities for an amount equal or similar to 1.5 million Mexican Unidades de Inversión or UDIS (approximately US$330,000) or that have obtained during the previous two years a gross income of at least 500,000 UDIS (approximately US$110,000) per year.

 

Netherlands

 

The Class B shares may not, directly or indirectly, be offered or acquired in the Netherlands and this prospectus may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter, other than to individuals or (legal) entities who or which qualify as qualified investors within the meaning of Article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht) as amended from time to time.

 

Qatar

 

The shares described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

 

Saudi Arabia

 

This document may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

 

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document you should consult an authorized financial adviser.

 

309
 

 

Singapore

 

The offer or invitation which is the subject of this document is only allowed to be made to the persons set out herein. Moreover, this document is not a prospectus as defined in the Securities and Futures Act (Chapter 289) of Singapore (SFA) and accordingly, statutory liability under the SFA in relation to the content of the document will not apply.

 

As this document has not been and will not be lodged with or registered as a document by the Monetary Authority of Singapore, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class B shares may not be circulated or distributed, nor may the Class B shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor under Section 274 of the SFA; (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

 

Where the Class B shares are subscribed or purchased under Section 275 of the SFA by a relevant person who is:

 

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

 

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 of the SFA except:

 

To an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

 

Where no consideration is given for the transfer; or

 

By operation of law.

 

By accepting this document, the recipient hereof represents and warrants that he is entitled to receive such report in accordance with the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law.

 

Spain

 

This offer of Class B shares of Grupo Supervielle has not been and will not be registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) and, therefore, no Class B shares of Grupo Supervielle may be offered, sold or distributed in any manner, nor may any resale of the Class B be carried out in Spain except in circumstances which do not constitute a public offer of securities in Spain or are exempted from the obligation to publish a prospectus, as set forth in Spanish Securities Market Act (Ley 24/1988, de 28 de julio, del Mercado de Valores) and Royal Decree 1310/2005, of 4 November, and other applicable regulations, as amended from time to time, or otherwise without complying with all legal and regulatory requirements in relation thereto. Neither the prospectus nor any offering or advertising materials relating to the Class B shares of Grupo Supervielle have been or will be registered with the CNMV and therefore they are not intended for the public offer of the Class B shares of Grupo Supervielle in Spain.

 

 

Switzerland

 

The Class B shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Class B shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

 

Neither this document nor any other offering or marketing material relating to the offering, the company, or the Class B shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Class B shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of Class B shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Class B shares.

 

United Kingdom

 

Each placement agent has represented and agreed that:

 

It has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Class B shares in circumstances in which Section 21(1) of the FSMA does not apply to Grupo Supervielle; and

 

It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Class B shares in, from or otherwise involving the United Kingdom.

 

310
 

 

ANTI-MONEY LAUNDERING

 

The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin.

 

On April 13, 2000, the Argentine Congress passed Law No. 25,246 (as amended, including by Laws No. 26,087; 26,119; 26,268 and 26,683 (the “Anti-Money Laundering Law”)), which defines money laundering as a type of crime. In addition, the law, which supersedes several sections of the Argentine criminal code established severe penalties for anyone participating in any such criminal activity and created the UIF, establishing an administrative criminal system.

 

Below is a summary of certain provisions regarding the provisions of the anti-money laundering regime set forth by the Anti-Money Laundering Law, as amended and supplemented by other rules and regulations, including regulations issued by the UIF, the Central Bank, the CNV and other regulatory entities. Investors are advised to consult their own legal counsel and to read the Anti-Money Laundering Law and its statutory regulations. The UIF is the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism. The Argentine Criminal Code defines money laundering as a crime committed by any person who exchanges, transfers, manages, sells, levies, disguises or in any other way commercializes goods obtained through a crime, with the possible consequence that the original assets or the substitute thereof appear to come from a lawful source, provided that their value exceeds Ps.300,000, whether such amount results from one or more related transactions. The penalties established are the following:

 

(i)imprisonment for three (3) to ten (10) years and fines of two (2) to ten (10) times the amount of the transaction;

 

(ii)the penalty provided in section (i) shall be increased by one third of the maximum and a half of the minimum, when (a) the person carries out the act on a regular basis or as a member of an association or gang organized with the aim of continuously committing acts of a similar nature, and (b) the person is a governmental officer who carries out the act in the course of his duties;

 

(iii)if the value of the assets does not exceed Ps.300,000, the penalty shall be imprisonment for six (6) months to three (3) years.

 

The Argentine Criminal Code also punishes any person who receives money or other assets from a criminal source with the purpose of applying them to a transaction, making them appear to be from a lawful source.

 

In line with internationally accepted practices, the Anti-Money Laundering Law does not merely assign responsibility for controlling these criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as banks, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.

 

According to the Anti-Money Laundering Law, the following persons, among others, are subject to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, companies managing investment funds, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.

 

311
 

 

Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or contractual confidentiality agreements. The Argentine Tax Authority (AFIP) shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.

 

Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF, both the Central Bank and the CNV are considered “Specific Control Organs”. In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti–money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution 121/2011 issued by the UIF, as amended (“Resolution 121”), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 229/2011 of the UIF, as amended or supplemented by Resolutions No. 52/2012 and 140/2012 (“Resolution 229”), is applicable to brokers and brokerage firms, companies managing common investment funds, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution 121 and Resolution 229 regulate, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.

 

Resolution 121 and Resolution 229 set forth general guidelines in connection with the client’s identification (including the distinction between occasional and regular clients), the information to be requested, the documentation to be filed and the procedures to detect and report suspicious transactions.

 

The Central Bank and the CNV must also comply with anti-money laundering regulations set forth by the UIF, including reporting suspicious transactions. In particular, the Central Bank must comply with UIF Resolution No. 12/2011, as supplemented by, among other resolutions, Resolutions No. 1/2012 and No 92/2012, which, among other things, sets forth the Central Bank’s obligation to evaluate the anti-money laundering controls implemented by Argentine financial institutions (with the limitation of access to the reports and records of suspicious operations, which are, as explained above, confidential and subject only to the UIF’s supervision), and lists examples of what circumstances should be specifically considered in order to establish whether a particular transaction may be considered unusual and eventually qualified as suspicious.

 

Central Bank regulations require Argentine banks to take certain minimum precautions to prevent money laundering. Each institution must have an anti-money laundering committee, formed by a member of the Board of Directors, the officer responsible for anti-money laundering matters (oficial de cumplimiento) and an upper-level officer for financial intermediation and foreign exchange matters (i.e., with sufficient experience and knowledge on such matters and decision-making powers). Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer’s role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity’s compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.

 

312
 

 

In addition, pursuant to Communication “A” 5738 (as amended and supplemented) of the Central Bank, Argentine financial institutions must comply with certain additional “know your customer policies.” In this sense, pursuant to such Communication, under no circumstance may new commercial relationships be initiated if the “know your customer policies” and the risk management legal standards have not been complied with. In addition, in respect of the existing clients: if the “know your customer policies” could not be complied with, the Argentine financial institution must discontinue operations with such client (i.e. terminate the relationship with the client in accordance with Central Bank’s regulations for each type of product) within 150 calendar days as of the notice of such circumstances. Operations do not have to be discontinued when the “know your customer” policies are complied with in such period or when simplified due diligence procedures were implemented pursuant to applicable laws. Furthermore, pursuant to this Communication, Argentine financial entities must keep the documentation related to the discontinuance for 10 years and include in their prevention manuals the detailed procedures to initiate and discontinue operations with clients in accordance with the above-mentioned additional “know your customer policies” implemented.

 

The CNV Rules (as amended in September 2013) include a specific chapter regarding “Prevention of Money Laundering and the Financing of Terrorism” and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Manager and Custody Agents of Collective Investment Funds, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs. In addition, CNV Rules impose certain restrictions in connection with payment arrangements (limiting, among other things, the cash amount that the entities set forth therein could receive or pay per day and per client, to Ps.1,000) and impose certain reporting obligations.

 

In addition, the CNV Rules establish that the above-mentioned entities shall only be able to carry out any transactions contemplated under the public offering system, when such transactions are carried out or ordered by persons organized, domiciled or resident in dominions, jurisdictions, territories or associated States included in the cooperating countries list contained in Executive Decree No. 589/2013, section 2(b). When such persons are not included in such list and in their home jurisdiction qualify as registered intermediaries in an entity under control and supervision of a body that carries out similar functions to those carried out by the CNV, they will only be allowed to carry out such transactions if they provide evidence indicating that the relevant securities and exchange commission in their home jurisdiction has signed a memorandum of understanding for cooperation and exchange of information with the CNV.

 

For an extensive analysis of the money laundering regime in effect as of the date of this prospectus, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites of the Argentine Ministry of Economy and Public Finance, at www.infoleg.gov.ar, the UIF, at www.uif.gov.ar, the CNV, at www.cnv.gob.ar, or the Central Bank, at www.bcra.gov.ar. The information found on such websites is not a part of this prospectus.

 

313
 

 

GLOBAL OFFERING EXPENSES

 

We estimate that our expenses in connection with the global offering, other than underwriting discounts and commissions, will be as follows:

 

   Amount To Be paid
Commission registration fee   US$
NYSE listing fee   US$
FINRA filing fee   US$
Mercado de Valores de Buenos Aires listing fee   US$
Printing and engraving expenses   US$
Legal fees and expenses   US$
Accounting fees and expenses   US$
Miscellaneous   US$
Total   US$

  

All amounts in the table are estimated except the Commission registration fee, the NYSE listing fee, the FINRA filing fee and the Mercado de Valores de Buenos Aires fees. The expenses will be borne by us. The depositary has agreed to pay some of these expenses on our behalf, subject to the closing of the global offering.

 

314
 

 

VALIDITY OF THE SECURITIES

 

The validity of the ADSs and certain matters of U.S. law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, domiciled at One Liberty Plaza, New York, New York 10006. The validity of the Class B shares and other matters governed by Argentine law will be passed upon for us by Errecondo, Gonzalez & Funes, Buenos Aires, Argentina. The international underwriters have been represented by Davis Polk & Wardwell LLP, New York, New York and Bruchou, Fernández Madero & Lombardi, Buenos Aires, Argentina.

 

315
 

 

EXPERTS

 

The audited consolidated financial statements of Grupo Supervielle as of December 31, 2014 and 2013 and for each of the three years ended December 31, 2014 included in this prospectus have been so included in reliance on the report of Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

316
 

 

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

 

We are incorporated under the laws of Argentina. Substantially all of our assets and the assets of our subsidiaries are located outside the United States. All of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons.

 

Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided that the requirements of Articles 517 through 519 of the National Civil and Commercial Procedure Code (if enforcement is sought before federal courts) are met, such as (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court.

 

We have been advised by our Argentine counsel Errecondo, Gonzalez & Funes, that judgments of United States courts for civil liabilities based upon the federal securities laws of the United States may be, subject to the requirements described above, enforced in Argentina. A judgment against us obtained outside Argentina would be enforceable in Argentina without reconsideration of the merits.

 

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WHERE YOU CAN FIND MORE INFORMATION

 

We have filed a registration statement (including amendments and exhibits to the registration statement) with the Commission on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement as well as the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed.

 

Upon completion of this offering, we will become subject to the informational requirements of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Accordingly, we will be required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information to be filed with the Commission at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

 

As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each year. We plan to file quarterly financial statements with the Commission within two months of the end of each of the first three quarters of our fiscal year, and we will file annual reports on Form 20-F within the time period required by the Commission, which will be four months from December 31, the end of our fiscal year.

 

We will send the depositary a copy of all notices that we give relating to meetings of our shareholders, distributions to shareholders, offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary will make the notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary will mail copies of those notices, reports and communications to you if we ask the depositary to do so and we will furnish sufficient copies of materials for that purpose.

 

We also file financial statements and other periodic reports with the CNV and the MERVAL in Argentina.

 

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INDEX TO THE FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements of Grupo Supervielle S.A.  
Unaudited Consolidated Balance Sheet
as of September 30, 2015 and December 31, 2014
F-2
Unaudited Consolidated Statement of Income
for the nine-month periods ended September 30, 2015 and 2014
F-5
Unaudited Consolidated Statement of Cash Flows
for the nine-month periods ended September 30, 2015 and 2014
F-7
Unaudited Consolidated Statement of Changes in Shareholders’ Equity
for the nine-month periods ended September 30, 2015 and 2014……..
F-9
Notes to the Unaudited Consolidated Financial Statements F-10

 

Unaudited Consolidated Financial Statements of Grupo Supervielle S.A.  
Unaudited Consolidated Balance Sheet
as of June 30, 2015 and December 31, 2014
F-49
Unaudited Consolidated Statement of Income
for the six-month periods ended June 30, 2015 and 2014
F-52
Unaudited Consolidated Statement of Cash Flows
for the six-month periods ended June 30, 2015 and 2014
F-54
Unaudited Consolidated Statement of Changes in Shareholders’ Equity
for the six-month periods ended June 30, 2015 and 2014……..
F-56
Notes to the Unaudited Consolidated Financial Statements F-57

 

Audited Consolidated Financial Statements of Grupo Supervielle S.A.  
Report of the Independent Registered Public Accounting Firm F-136
Consolidated Balance Sheet
as of December 31, 2014 and 2013
F-137
Consolidated Statement of Income
for the years ended December 31, 2014, 2013 and 2012
F-140
Consolidated Statement of Cash Flows
for the years ended December 31, 2014, 2013 and 2012
F-142
Consolidated Statement of Changes in Shareholders’ Equity
for the years ended December 31, 2014, 2013 and 2012
F-144
Notes to the Consolidated Financial Statements F-145

 

 

 

  

319
 

 

 

  

GRUPO SUPERVIELLE S.A. AND SUBSIDIARIES

 

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Unaudited Consolidated Balance Sheet as of September 30, 2015 and December 31, 2014   F-2 
     
Unaudited Consolidated Statement of Income for the nine-month periods ended September 30, 2015 and 2014   F-5 
     
Unaudited Consolidated Statement of Cash Flows for the nine-month periods ended September 30, 2015 and 2014   F-7 
     
Unaudited Consolidated Statement of Changes in Shareholders’ Equity for the nine-month periods ended September 30, 2015 and 2014   F-9 
     
Notes to the Unaudited Consolidated Financial Statements   F-10 

  

 F-1 
 

 

 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet

As of September 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

 

   September 30,  December 31,
   2015  2014
ASSETS          
Cash and due from banks          
Cash   Ps.1,059,446   Ps.1,237,761 
Financial institutions and correspondents          
Argentine Central Bank    2,598,311    2,219,405 
Other local financial institutions    51,137    22,621 
Foreign    122,343    156,240 
Other    14,303    13,057 
   Ps.3,845,540   Ps.3,649,084 
Government and corporate securities (Note 5)          
Holdings of trading securities    450,494    98,656 
Unlisted Government securities    257    1 
Investments in listed corporate securities    15,624    173,715 
Securities issued by the Argentine Central Bank    703,806    735,708 
   Ps.1,170,181   Ps.1,008,080 
Loans (Note 6)          
To the non-financial public sector    8,451    12,666 
To the financial sector          
Interbank loans (Call money loans granted)   2,000     
Other loans to domestic financial institutions    104    2,435 
Accrued interest, adjustments and exchange rate differences receivable    1,269    1,079 
           
To the non-financial private sector and foreign residents         
Overdrafts   1,626,021    993,284 
Promissory notes    5,450,657    5,583,705 
Mortgage loans    55,215    69,554 
Automobile and other secured loans    120,770    168,603 
Personal loans    5,884,839    3,631,840 
Credit card loans    4,737,289    3,688,328 
Foreign trade loans    649,010    579,941 
Other loans    255,646    213,251 
Accrued interest, adjustments and exchange rate differences receivable    361,342    357,844 
Documented interest    (193,306)   (287,605)
Other    (415)   (1,322)
Less: Allowances (Note 7)    (533,676)   (417,023)
   Ps.18,425,216   Ps.14,596,580 
Other receivables from financial transactions (Note 8)          
Argentine Central Bank    288,107    204,542 
Amounts receivable for spot and forward sales pending settlement (Note 8)   54,224    42,728 
Securities receivable under spot and forward purchases pending settlement (Note 8)    76,066    192,041 
Unlisted corporate bonds    126,371    191,372 
Balances from forward transactions without delivery of underlying asset pending settlement    3,962    46,895 
Other (Note 8)    1,666,621    1,591,255 
Less: Allowances (Note 7)    (4,194)   (5,221)
   Ps.2,211,157   Ps.2,263,612 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-2 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet - Continued

As of September 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

 

    September 30,   December 31,
    2015   2014
ASSETS (Continued)                
Receivables from financial leases                
Receivables from financial leases   Ps. 982,992     Ps. 583,215  
Accrued interest and adjustments pending collection     14,755       7,745  
Less: Allowances (Note 7)     (13,901 )     (7,114 )
    Ps. 983,846     Ps. 583,846  
Unlisted equity investments (Note 9)                
Other     8,646       4,644  
Less: Allowances (Note 13)     (173 )     (173 )
    Ps. 8,473     Ps. 4,471  
Miscellaneous receivables                
Minimum presumed income tax – Tax credit (Note 20)     6,246       6,370  
Other (Note 8)     484,311       397,503  
Less: Allowances (Note 13)     (25,736 )     (21,059 )
    Ps. 464,821     Ps. 382,814  
                 
Premises and equipment, net (Note 10)   Ps. 180,722     Ps. 175,606  
                 
Miscellaneous assets (Note 11)   Ps. 514,526     Ps. 348,934  
                 
Intangible assets                
Goodwill (Note 12.1)     43,100       49,762  
Other intangibles (Note 12.2)     182,584       165,805  
    Ps. 225,684     Ps. 215,567  
                 
Unallocated items     22,304       12,600  
                 
    Total Assets   Ps. 28,052,470     Ps. 23,241,194  

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-3 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet - Continued

As of September 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

 

   September, 30  December, 31
   2015  2014
LIABILITIES          
           
Deposits          
Non-financial public sector   Ps.933,669   Ps.1,441,506 
Financial sector    185,911    150,817 
Non-financial private sector and foreign residents          
Current accounts    2,961,249    2,622,055 
Savings accounts    6,374,222    5,352,593 
Time deposits    9,214,559    6,651,006 
Investment accounts    298,261    75,750 
Other    464,874    456,453 
Accrued interest and exchange rate differences payable    218,702    142,550 
   Ps.20,651,447   Ps.16,892,730 
Other liabilities from financial transactions          
Argentine Central Bank – Other   2,619    1,031 
Banks and international institutions (Note 14)    194,416    53,640 
Unsubordinated negotiable obligations (Note 15)    965,503    628,332 
Amounts payable for spot and forward purchases pending settlement (Note 8)    75,512    200,482 
Securities to be delivered under spot and forward sales pending settlement (Note 8)    74,540    60,903 
Premium for options issued        483 
Loans from domestic financial institutions (Note 14)   589,817    405,902 
Balances from forward transactions without delivery of underlying asset pending settlement    121    113 
Other (Note 8)    1,326,145    1,420,202 
Accrued interest and exchange rate differences payable    21,969    15,716 
   Ps.3,250,642   Ps.2,786,804 
Miscellaneous liabilities          
Directors’ and Statutory Auditors’ fees    330    2,856 
Other (Note 8)    1,099,972    924,128 
   Ps.1,100,302   Ps.926,984 
           
Provisions (Note 13)    59,109    49,786 
Subordinated loan and negotiable obligations (Note 15)    825,293    735,462 
Unallocated items    87,757    87,692 
Non-controlling interests (Note 28)    64,336    54,750 
Total Liabilities   Ps.26,038,886   Ps.21,534,208 
           
SHAREHOLDERS’ EQUITY    2,013,584    1,706,986 
Total Liabilities and Shareholders’ Equity   Ps.28,052,470   Ps.23,241,194 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-4 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Income

For the nine-month periods ended September 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

    September, 30
    2015   2014
Financial income                
                 
Interest on loans granted to the financial sector     1,567       8,140  
Interest on overdrafts     409,488       233,539  
Interest on promissory notes     969,407       842,466  
Interest on mortgage loans     7,781       10,869  
Interest on automobile and other secured loans     26,123       40,985  
Interest on credit card loans     919,612       548,808  
Interest on financial leases     118,902       61,099  
Interest on other loans     1,602,422       1,017,942  
Interest on other receivables from financial transactions     28,281       11,109  
Income from government and corporate securities     500,147       524,006  
Income from options     483       1,618  
Consumer price index adjustment (“CER”)     374       339  
Exchange rate differences on gold and foreign currency     36,942       92,020  
Other     37,126       74,232  
    Ps. 4,658,655     Ps. 3,467,172  
                 
Financial expenses                
Interest on current account deposits                
Interest on savings account deposits     3,376       2,220  
Interest on time deposits     1,542,142       1,141,185  
Interest on interbank loans (call money loans)     16,745       3,521  
Interest on other loans from the financial sector     87,764       79,794  
Interest on other liabilities from financial transactions     170,995       143,491  
Interest on subordinated obligations     58,138       46,362  
Other interest     30,675       29,582  
Consumer price index adjustment (CER)     222       337  
Contributions made to Deposit Insurance Fund     129,142       23,225  
Other (Note 19)     340,684       235,196  
    Ps. 2,379,883     Ps. 1,704,913  
                 
Gross financial margin - gain     2,278,772       1,762,259  
                 
Loan loss provisions     355,994       270,402  
                 
Services fee income                
In relation to lending transactions     273,957       236,592  
In relation to deposits transactions     492,455       392,868  
Other commissions     55,213       45,700  
Other (Note 19)     1,169,672       855,482  
    Ps. 1,991,297     Ps. 1,530,642  
                 
Services fee expense                
Commissions     259,210       218,631  
Other (Note 19)     288,916       190,919  
    Ps. 548,126     Ps. 409,550  

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-5 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Income - Continued

For the nine-month periods ended September 30, 2015 and 2014

(Expressed in thousands of Argentine pesos) 

  

   September, 30
   2015  2014
Administrative expenses          
Personnel expenses   Ps.1,998,739   Ps.1,463,610 
Directors’ and statutory auditors’ fees    43,541    24,324 
Other professional fees    121,164    84,152 
Advertising and publicity    119,607    79,035 
Taxes    183,522    121,424 
Depreciation of bank premises and equipment    41,240    31,312 
Amortization of other intangibles    66,950    48,972 
Other operating expenses   424,033    327,129 
Other    66,358    42,232 
   Ps.3,065,154   Ps.2,222,190 
           
           
Subtotal - Income from financial transactions   Ps.300,795   Ps.390,759 
           
Income from insurance activities  Ps.113,937   Ps. 
           
Miscellaneous income          
Results from equity investments   4    1,717 
Penalty interests    39,042    30,971 
Loans recovered and allowances reversed    42,507    47,470 
Other (Note 19)    133,834    47,740 
   Ps.215,387   Ps.127,898 
Miscellaneous losses          
Results from equity investments        1,442 
Penalty interests and charges paid to the Argentine Central Bank    156    246 
           
Loan loss provisions for miscellaneous receivables and other provisions    15,995    14,983 
           
Miscellaneous assets depreciation    5,316    257 
Amortization of goodwill    6,961    7,336 
Other (Note 19)    127,889    52,083 
   Ps.156,317   Ps.76,347 
           
Non-controlling interests   Ps.(9,585)  Ps.(9,910)
           
Income before tax   Ps.464,217   Ps.432,400 
           
Income tax (Note 20)   Ps.(150,234)  Ps.(151,294)
           
Net Income for the period   Ps.313,983   Ps.281,106 
           
Basic and diluted earnings per share    2.54    2.26 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-6 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Cash Flows

For the nine-month periods ended September 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

 

    September 30,
    2015   2014
Changes in cash and cash equivalents                
Cash and cash equivalents at the beginning of the year   Ps. 4,046,180     Ps. 2,786,733  
Cash and cash equivalents at the end of the period (Note 3.20)     4,522,093       3,574,670  
Net increase in cash and cash equivalents   Ps. 475,913     Ps. 787,937  
Causes of changes in cash and cash equivalents                
Cash Flow from operating activities                
Net (payments)/collections related to:                
Government and corporate securities   Ps. 265,012     Ps. (184,708 )
Loans                
To the financial sector     1,708       36,628  
To the non-financial public sector     5,573       5,428  
To the non-financial private sector and foreign residents     (370,457 )     (135,596 )
Other receivables from financial transactions     569,781       893,418  
Receivables from financial leases     (247,172 )     (229,729 )
Deposits                
To the financial sector     35,094       47,752  
To the non-financial public sector     (553,382 )     622,102  
To the non-financial private sector and foreign residents     2,699,535       494,650  
Other liabilities from financial transactions                
Interbank loans (call money loans received)     (127,927 )     (8,711 )
Other (except for liabilities included in Financing Activities)     (590,445 )     (88,000 )
Collections related to income from services     2,148,747       1,585,945  
Payments related to expenses for services     (618,128 )     (440,612 )
Administrative expenses paid     (2,757,104 )     (1,956,792 )
Payment of organization and development expenses     (66,034 )     (35,356 )
Net collections of penalty interest     39,042       30,971  
Differences deriving from court resolutions paid     (297 )     (297 )
Other collections related to miscellaneous income and losses     21,736       19,756  
Net collections / (payments) related to other operating activities     (75,975 )     (59,774 )
Income tax/Minimum Presumed Income Tax paid     (186,579 )     (96,138 )
Net cash provided by operating activities   Ps. 192,728     Ps. 500,937  
Cash Flow from investing activities                
Net (payments) related to bank premises and equipment     (21,753 )     (31,667 )
                 
Net payments related to miscellaneous assets     (195,389 )     (39,069 )
                 
Payments for acquisitions of equity investments           (10 )
Other (payments) for investment activities     (4,289 )     1,041  
Net cash used in investing activities   Ps. (221,431 )   Ps. (69,705 )

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-7 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Cash Flows - Continued

For the nine-month periods ended September 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

   September 30,
   2015  2014
Cash Flow from financing activities          
Net (payments) / collections related to:          
Unsubordinated negotiable obligations  Ps.227,581   Ps.146,279 
Argentine Central Bank   1,588    311 
International banks and institutions   139,939    54,767 
Subordinated loans and negotiable obligations   (44,965)   (35,233)
Financing received from Argentine financial institutions   106,450    10,203 
Payment of dividends   (7,385)   (8,342)
Other collections from Financing Activities   (15,770)   (23)
Net cash provided by financing activities  Ps.407,438   Ps.167,962 
Financial income on cash and cash equivalents (including interest and monetary results)   97,178    188,743 
Net increase in cash and cash equivalents  Ps.475,913   Ps.787,937 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-8 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Changes in Shareholders’ Equity

For the nine-month periods ended September 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

    Contribution from shareholders   Reserves        
    Capital Stock   Paid-in Capital   Sub-total   Legal   Other   Retained earnings   Total
Shareholders’
Equity
 
Balance at December 31, 2013   Ps. 124,485   Ps. 91,543     Ps. 216,028     Ps. 24,897     Ps. 738,493     Ps. 372,990     Ps. 1,352,408  
Distribution of retained earnings by the shareholders’ meeting on April 30, 2014                                                      
Legal Reserves                                          
Other Reserve                             364,648       (364,648 )      
Dividend distribution                                   (8,342 )     (8,342 )
Net Income for the period                                   281,106       281,106  
Balance at September 30, 2014   Ps. 124,485   Ps. 91,543     Ps. 216,028     Ps. 24,897     Ps. 1,103,141     Ps. 281,106     Ps. 1,625,172  
                                                       
Balance at December 31, 2014   Ps. 124,485   Ps. 91,543     Ps. 216,028     Ps. 24,897     Ps. 1,103,141     Ps. 362,920     Ps. 1,706,986  
Distribution of retained earnings by the shareholders’ meeting on April 30, 2015                                                      
Legal Reserves                                                    
Other Reserve                                   355,535       (355,535 )      
Dividend distribution                                           (7,385 )     (7,385 )
Net Income for the period                                           313,983       313,983  
Balance at September 30, 2015   Ps. 124,485   Ps. 91,543     Ps. 216,028     Ps. 24,897     Ps. 1,458,676     Ps. 313,983     Ps. 2,013,584  

  

The accompanying notes are an integral part of these consolidated financial statements

 

 F-9 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

1.    Business of the Company

 

Grupo Supervielle S.A. (“Grupo Supervielle”, the “Company” or the “Group”) is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing banking services, proprietary brand credit card services, personal loans, insurance and other services. The detail subsidiaries of the Company and respective ownership is included in Note 2.

 

2.    Basis of Consolidation

 

Grupo Supervielle’s consolidated financial statements as of September 30, 2015 and December 31, 2014 and for the nine-month periods ended September 30, 2015 and 2014 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held by Grupo Supervielle in each of those companies’ capital stock are as follows:

 

Issuing Company  September 30,
2015
  December 31,
2014
Grupo Supervielle S.A.          
Banco Supervielle S.A. (“Banco”)   97.39%   97.39%
Cordial Compañía Financiera S.A. (“CCF”)   97.52%   97.52%
Cordial Microfinanzas S.A. (“Cordial”)   99.67%   99.67%
Sofital S.A.F. e II (“Sofital”)   95.03%   95.03%
Tarjeta Automática S.A. (“Tarjeta”)   99.68%   99.68%
Supervielle Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión (“SAM”)   99.75%   99.75%
Espacio Cordial de Servicios S.A. (“ECS”)   99.75%   99.75%
Supervielle Seguros S.A. (“SS”)   99.75%   99.75%

 

Intercompany balances and transactions have been eliminated in consolidation.

 

3.   Significant Accounting Policies

 

The consolidated financial statements have been prepared in accordance with the rules of the Argentine Central Bank (“BCRA”) which prescribes the generally accepted accounting principles for all banks in Argentina (“Argentine Banking GAAP”), which differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 29).

 

For purpose of these consolidated financial statements, certain disclosures related to formal legal requirements for reporting in Argentina have been omitted since they are not required for SEC (Securities and Exchange Commission) reporting purposes.

 

The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.

 

3.1 Presentation of Financial Statements in Constant Argentine Pesos

 

The consolidated financial statements have been prepared in constant monetary units, reflecting the overall effects of inflation through August 31, 1995. As from that date, in accordance with Argentine Banking GAAP and the requirements of the control authorities, restatement of the financial statements was discontinued until December 31, 2001. As from January 1, 2002, in accordance with Argentine Banking GAAP recognition of the effects of inflation has been resumed. In accordance with BCRA Communication “A” 3,921, inflation accounting was discontinued as from March 1, 2003.

 

 F-10 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

3.2 Foreign Currency

 

Assets and liabilities denominated in foreign currencies are converted into pesos using the period/year-end exchange rates. Transactions denominated in foreign currencies are translated into local currency at the prevailing exchange on the date of transaction settlement. Foreign exchange differences were recorded in the statement of income for each period/year in the caption “Exchange rate differences on gold and foreign currency.”

 

3.3 Gold

 

Gold has been valued at its market price at the period/year-end and converted into pesos using the period/year-end exchange rates.

 

3.4 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 to be held for trading purposes as defined under Argentine Banking GAAP.

 

Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as “Income from government and corporate securities” in the accompanying statement of income.

 

Government Securities

 

Argentine Banking GAAP establishes two categories in which banks should classify Argentine government securities, according to the purpose of the relevant assets. The Group recognizes the securities as follows:

 

a)Securities measured at fair value: These securities, that have an active market in accordance with Central Bank rules, have been valued at their market price at period/year-end and converted into pesos following the procedure described in Note 3.2. Realized and unrealized exchange gains and losses are recorded in financial income for each period. Changes in fair value of these securities are recorded as financial income.

 

b)Securities measured at amortized cost: These securities, that do not have an active market in accordance with Central Bank rules, are valued at acquisition cost plus financial results accrued, exponentially applying the internal rate of return as per their issuance terms and conditions. The accruals of the internal rate of return mentioned above were recorded in the related consolidated statements of income.

 

Investments in listed corporate securities

 

These securities have been valued at their market price at each period/year-end. Changes in valuation of these securities are recorded as financial income for each period.

 

3.5 Interest Income (Expense)

 

Interest income and expense are recognized on an accrual basis using the straight-line method. For all lending and certain borrowing transactions in local and foreign currency 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.

 

 F-11 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Bank suspends the accrual of interest when the related loan is 90 days past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “medium risk” or below, under Argentine Central Bank´s classification rules. Accrued interest remains on the Bank´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

 

3.6 Loans

 

Loans are valued at amortized cost, plus interest accrued at each balance sheet date, net of allowances for loan losses, as described in note 3.7.

 

3.7 Allowances for Loan Losses

 

Allowances for loan losses are recognized considering the evaluation of the debt repayment capacity, the degree of debtors’ compliance and the guarantees securing the respective transactions, following the regulations on Debtor Classification and Minimum Loan Loss Risk Allowances issued by the BCRA.

 

3.8 Other receivables and liabilities from financial transactions

 

- Amounts receivable for spot and forward sales pending settlement: These receivables have been valued at their agreed settlement value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value (premium) was accreted into income during the period held. The securities and/or foreign currency to be delivered were valued as stated on note 3.4, and recorded as Securities to be delivered under spot and forward sales pending settlement within “Other liabilities from financial transactions”.

 

- Securities receivable and to be delivered for spot and forward sales pending settlement: Securities and/or foreign currency to be received for purchases and to be delivered for sales, are valued following the procedure described in Note 3.2.

 

- Unlisted corporate bonds: Have been valued at acquisition cost plus accrued interest at period/year-end.

 

- Other receivables not included in the Debtor Classification Regulations: This caption includes participation certificates issued by trusts and investments in mutual funds.Participation certificates issued by trusts have been accounted for under the equity method, and debt securities issued by trusts in pesos and in foreign currency been accounted for at cost plus accrued interest. Investments in mutual funds have been accounted for at fair value, using market prices at each balance sheet date. Changes in valuation are recognized in the statement of income.

  

- Premiums for options issued: are valued at their market value at period/year-end. Changes in valuation were recorded in financial income for each period.
   
  Assets in guarantee of the options operations are represented by cash and securities that are recorded under Miscellaneous receivables-Others. These securities were valued at their market value at period/year-end. Changes in the valuation of such securities were recorded in financial income for each period.

 

- Banks and international institutions and subordinated negotiable obligations: Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

  

 F-12 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

3.9   Receivables from financial leases

 

The receivable from financial leases were valued at the discounted value of the sum of minimum installments pending collection (excluding any contingent installments), the residual value and the purchase options. Interests earned on these receivables are recognized as financial income.

 

3.10 Provisions for Contingencies

 

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.

 

3.11 Unlisted equity investments

 

Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Investments in which the Group does not exercise significant influence are accounted for at cost.

 

Unlisted equity investments in other companies were valued as follows:

 

In Argentine non-controlled entities carrying out supplementary authorized activities:

 

Investments in Provincanje S.A., Mercado Abierto Electrónico S.A., Sedesa, Argencontrol S.A., Compensadora Electrónica S.A. Mendoza Fiduciaria S.A., Cuyo Aval S.G.R., ACH S.A., Garantizar S.G.R., Campo Aval S.G.R., Los Grobo S.G.R., Vínculos S.G.R. y Afianzar S.G.R. were valued at cost, adjusted for inflation where applicable, as indicated in note 3.1, with the limit of their respective equity value calculated based on the latest financial statements of the issuers available at period/year-end.

 

In other Argentine controlled companies:

 

The investment in Viñas del Monte S.A. (“Viñas del Monte”) was valued at cost.

 

In other Argentine non-controlled companies:

 

The investment in San Luis Trading S.A. was valued at cost, adjusted for inflation as indicated in note 3.1.

 

In other foreign non-controlled companies:

 

The equity investment in SWIFT was valued at cost.

 

3.12 Premises and Equipment and Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1., less the corresponding accumulated depreciation.

 

 F-13 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Depreciation is calculated following the straight-line method over the following estimated useful lives:

 

  Buildings 50 years
  Furniture and facilities 10 years
  Machinery and equipment 5 years
  Vehicles 5 years
  Other 5 years

 

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

 

The recorded value of these assets does not exceed their estimated recoverable value.

 

3.13 Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1, less accumulated depreciation, calculated following the straight-line method over the estimated useful lives of the assets. The recorded value of these assets does not exceed their estimated recoverable value. (See note 11).

 

3.14 Intangible Assets

 

Other intangibles

 

Other intangibles consist of computer software costs and leasehold improvements and have been valued at cost, less accumulated amortization.

 

Amortization of leasehold improvements is calculated following the straight-line method over the shorter of the life of the improvement or the remaining lease term. Amortization of computer software cost is calculated following the straight-line method over a 5 year period.

 

Goodwill

 

Represents the excess of the acquisition cost over the value assigned to businesses acquired. Goodwill is amortized following the straight-line method over estimated useful lives, not exceeding 10 years.

 

3.15 Severance and vacation

 

Severance costs are expensed in the period in which the termination terms are agreed with the employees.

 

Vacations are expensed as paid.

 

3.16 Deposits

 

Deposits are valued at amortized cost. For deposits denominated in foreign currency, the procedure described in Note 3.2 is applied.

 

 F-14 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.17 Subordinated Negotiable Obligations

 

Subordinated Negotiable Obligations are valued at amortized cost plus accrued interest using the internal rate of return.

 

3.18 Shareholders’ Equity

 

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 3.1, except for the “Capital Stock” account, which has been stated at their original values. The adjustment stemming from the restatement of these accounts has been capitalized.

 

3.19 Minimum Presumed Income Tax and Income Tax

 

Income tax is calculated at the rate of 35% on the tax result for all the periods presented. Argentine Banking GAAP does not require the recognition of the effects of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera are recognized on the basis of amounts due in accordance with Argentine tax regulations.

 

Minimum presumed income tax, established by Law No. 25,063, complements income tax since while the latter is assessable on the taxable profit for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of 1%; the Entity’s tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

 

The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider 20% of their taxable assets as the taxable basis for calculation of the minimum presumed income tax, after deducting those defined as non-computable assets.

 

3.20 Cash and Cash Equivalents

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

   September 30,
   2015  2014
Cash and due from banks  Ps.3,845,540   Ps.3,029,749 
Securities issued by the BCRA – listed   491,098    456,157 
Holdings of trading securities   48    6,570 
Investments in mutual funds   185,407    81,337 
Time deposits – less than 90 days       857 
Cash and cash equivalents   Ps.4,522,093   Ps.3,574,670 

 

 F-15 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

    September 30,
    2015   2014
Cash and due from banks                
As per the Balance sheet   Ps. 3,845,540     Ps. 3,029,749  
As per the Statement of cash flows   Ps. 3,845,540     Ps. 3,029,749  
Government and corporate securities                
Securities issued by the BCRA                
As per the Balance sheet   Ps. 703,806     Ps. 1,176,280  
BCRA bills and notes – unlisted   Ps. (212,708 )   Ps. (720,123 )
As per the Statement of cash flows   Ps. 491,098     Ps. 456,157  
 Holdings of trading securities                
As per the Balance sheet   Ps. 450,494     Ps. 97,654  
Investments in unapplied listed corporate securities   Ps. (450,446 )   Ps. (91,084 )
As per the Statement of cash flows   Ps. 48     Ps. 6,570  
Other receivables from financial transactions                
Other receivables not included in the debtor classification regulations Financial trust Participation Certificates, Financial trust Debt Securities and other (see Note 8)   Ps. 1,389,487     Ps. 933,401  
Other assets   Ps. (1,204,080 )   Ps. (852,064 )
As per the Statement of cash flows   Ps. 185,407     Ps. 81,337  
Acceptances, certificate of deposits and time deposits less than 90 d.
         
Other (See Note 8)         Ps. 4,065  
Other financings         Ps.  
Accrued commissions         Ps.  
Time deposits not considered cash equivalent         Ps. (3,208 )
Other assets         Ps.  
As per the Statement of cash flows         Ps. 857  

  

3.21 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 the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates include those required for the accounting of the allowance for loan losses, the recoverable value of assets and the provisions for contingencies, among others. Actual results could differ from those estimates.

 

3.22 Impairment of long-lived assets

 

The Group periodically evaluates the carrying value of its long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired by the Group when the expected cash flows, discounted and without interest cost, from such an asset, is less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Previously recognized impairment loss is only reversed when there is a subsequent change in estimates used to compute the fair value of the asset. In that event, the new carrying amount of the asset should be the lower of its fair value or the net carrying amount the asset would have had if no impairment had been recognized.

 

 F-16 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

   

4.     Restricted Assets

 

At September 30, 2015 and December 31, 2014, the following Group’s assets are restricted:

 

    September 30,   December 31,
    2015   2014
Item                
Loans                
In guarantee of secured borrowings     10,543        
Total   Ps. 10,543     Ps.  
                 
Other receivables from financial transactions                
Special accounts in BCRA (a)   Ps. 288,107     Ps. 201,288  
Others     1,256       286  
Total   Ps. 289,363     Ps. 201,574  
                 
Miscellaneous receivables                
Trust Guarantee deposits   Ps. 2,115     Ps. 23,355  
Guarantee deposits for Forward Exchange Operations     4,672       31,410  
Guarantee deposits for options issued           1,770  
Guarantee deposits for Credit cards     86,619       56,136  
Other guarantee deposits     5,596       13,163  
Total   Ps. 99,002     Ps. 125,834  

 

(a)Includes the special accounts balances as security for activities related to automated clearing house

 

5.Government and Corporate Securities

 

Government and corporate securities consist of the following:

 

    September 30,   December 31,
    2015   2014
Holding of Government Securities                
Measured at fair value   Ps. 450,494     Ps. 98,656  
Measured at amortized cost     257       1  
Total   Ps. 450,751     Ps. 98,657  
                 
Securities issued by the BCRA                
Measured at fair value     491,098       319,151  
Measured at amortized cost     212,708       378,717  
Securities received by repurchase agreements           37,840  
Total   Ps. 703,806     Ps. 735,708  
                 
Investment in listed corporate securities                
Argentine shares     15,624       82,558  
Foreign shares           91,157  
Total   Ps. 15,624     Ps. 173,715  
                 
Total government and corporate securities   Ps. 1,170,181     Ps. 1,008,080  

 

 F-17 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

 

  

6.Loans

 

The Group’s lending activities 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 foreign residents:

 

Overdrafts – short-term obligations drawn on by customers through overdrafts of current accounts.

 

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.

 

Automobile and other secured loans – loans where collateral is pledged as an integral part of the loan document.

 

Personal loans – loans to individuals.

 

Credit card loans – loans to credit card holders.

 

Foreign Trade loans – loans to exporters / importers.

 

Government securities loans – loans where government securities are exchanged.

 

Other – includes mainly short-term loans for export prefinancing and financing.

 

 F-18 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

As of September 30, 2015 and December 31, 2014, the classification of the Group’s loan portfolio pursuant to BCRA regulations was as follows:

  

   September 30,  December 31,
   2015  2014
       
Non-financial public sector  Ps.8,451   Ps.12,666 
Financial sector (Argentine)   3,373    3,514 
Non-financial private sector and foreign residents   18,947,068    14,997,423 
Commercial          
- With self-liquidating preferred guarantees   338,201    342,107 
- With other preferred guarantees   1,278,917    1,096,450 
- Without preferred guarantees   7,273,825    6,158,205 
Consumer          
- With self-liquidating preferred guarantees   41,563    30,552 
- With other preferred guarantees   273,763    234,974 
- Without preferred guarantees   9,740,799    7,135,135 
Subtotal   18,958,892    15,013,603 
Less: Allowance (Note 7)   (533,676)   (417,023)
Total  Ps.18,425,216   Ps.14,596,580 

 

“Self-liquidating preferred guarantees” consist mainly of cash collateral, gold collateral, warrants over primary products and other forms of collateral of self-liquidation.

 

“Other preferred guarantees” consist, in general, of mortgages and other forms of collateral pledged to secure the loan amount.

 

“Without preferred guarantees” consist, in general, of unsecured third-party guarantees.

 

The following industry segments comprised the most significant loan concentrations as of September 30, 2015 and December 31, 2014:

 

   September 30,  December 31,
   2015  2014
       
Financial Sector    1.8%   2.1%
Services    5.9%   5.3%
Primary Products    8.5%   10.5%
Consumer    58.4%   53.4%
Retail Trade    1.0%   3.6%
Construction    8.5%   6.3%
Manufacturing    6.9%   10.0%
Other    9.0%   8.8%

 

Substantially all of Group´s operations, property and customers are located in Argentina. Therefore, the performance of loan portfolio, financial condition and the results of its operations depend primarily on the macroeconomic and political conditions prevailing in Argentina.

 

 F-19 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

7.Allowance for Loan Losses

 

The activity in the allowance for loan losses (which includes the allowances for loans, for other receivables from financial transactions and for receivables from financial leases) for the nine-month period ended September 30, 2015 and the year ended December 31, 2014, was as follows:

 

   September 30,  December 31,
   2015  2014
Balance at beginning of year   Ps.(429,358)  Ps.(353,756)
Provision charged to income    (355,994)   (356,509)
Write-offs and reversals    233,581    280,907 
Balance at end of year   Ps.(551,771)  Ps.(429,358)

 

The Group has entered into certain renegotiations with customers. The Group 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.

 

8.Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities

 

The composition of other receivables from financial transactions, by type of guarantee, as of September 30, 2015 and December 31, 2014 was as follows:

 

   September 30,  December 31,
   2015  2014
Preferred guarantees, including deposits with BCRA  Ps.288,107   Ps.204,542 
Unsecured   1,927,244    2,064,291 
Allowance   (4,194)   (5,221)
   Ps.2,211,157   Ps.2,263,612 

 

The breakdown of the caption “other” included in “Other receivables from financial transactions” in the balance sheet was as follows:

 

   September 30,  December 31,
   2015  2014
Other receivables not included in the debtor classification regulations          
Financial Trust Participation Certificates  Ps.683,845   Ps.612,676 
Financial Trust Debt Securities   513,276    696,563 
Other   192,366    50,570 
Other payments by third parties       4,380 
Other financing   30,492    22,271 
Accrued commissions receivable   126,472    98,502 
Other   120,170    106,293 
   Ps.1,666,621   Ps.1,591,255 

 

 F-20 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

 (Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The breakdown of the caption “other” included in “Other liabilities from financial transactions” in the balance sheet was as follows:

 

   September 30,  December 31,
   2015  2014
       
Collections and other operations on behalf of third parties  Ps.590,834   Ps.668,958 
Sundry (payment orders abroad)   94,932    133,063 
Other withholdings and collection   316,216    216,962 
Social security payment orders pending settlement   198,333    247,171 
Liabilities for financing of purchases   26,662    2,097 
Other   99,168    151,951 
   Ps.1,326,145   Ps.1,420,202 

 

The breakdown of the caption “other” included in “Miscellaneous receivables” in the balance sheet was as follows:

 

   September 30,  December 31,
   2015  2014
       
Guarantee deposits  Ps.98,308    124,021 
Sundry debtors   164,282    159,208 
Payments in advance   85,377    64,605 
Taxadvances   9,611    20,793 
Loans to employees   66,274    26,799 
Other   60,459    2,077 
   Ps.484,311   Ps.397,503 

 

The breakdown of the caption “other” included in “Miscellaneous liabilities” in the balance sheet was as follows:

 

   September 30,  December 31,
   2015  2014
       
Tax payable  Ps.266,099   Ps.272,388 
Payroll and social security   269,999    192,790 
Sundry creditors   267,843    320,671 
Collections in advance   106,350    77,756 
Other   189,681    60,523 
   Ps.1,099,972   Ps.924,128 

 

 F-21 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

 (Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group enters into forward transactions related to government securities and foreign currencies. The Group recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows:

 

    September 30,   December 31,
    2015   2014
Amounts receivable from spot and forward sales pending settlement     54,224       42,728  
Receivables from repo transactions of government securities           34,483  
Receivable from spot sales of government and private securities pending settlement     51,712       4,719  
Receivables from spot sales of foreign currency pending settlement     2,049       692  
Receivables from other spot sales pending settlement     463       446  
Receivables from forward sales of government securities pending Settlement           2,388  
Securities and foreign currency receivable from spot and forward purchases pending settlement     76,066       192,041  
Spot purchases of government and private securities pending settlement     66,090       45,685  
Spot purchases of foreign currency pending settlement     940       876  
Forward purchases of securities under repo transactions           79,328  
Other spot purchases pending settlement     9,036       66,152  
Amounts payable for spot and forward purchases pending settlement     75,512       200,482  
Payables for spot purchases of government securities pending Settlement     65,608       45,680  
Payables for spot purchases of foreign currency pending settlement     697       636  
Payables for forward purchases of securities under repo transactions           79,313  
Other payables for spot purchase pending settlement     9,207       74,853  
Securities and foreign currency to be delivered under spot and forward sales pending settlement     74,540       60,903  
Forward sales of government securities under repo transactions           38,013  
Spot sales of government and private securities pending settlement     51,587       4,950  
Spot sales of foreign currency pending settlement     22,709       15,325  
Forward sales of government securities pending settlement           2,384  
Other forward sales pending settlement     244       231  

 

These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in Note 3.8).

 

Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statements of income of each period.

 

9.Unlisted equity Investments

 

Equity investments in other companies consisted of the following as of September 30, 2015 and December 31, 2014:

 

   September 30,  December 31,
   2015  2014
In Complementary and authorized activities          
Mercado Abierto Electrónico S.A.  Ps.61   Ps.61 
SEDESA S.A.   35    33 
Argencontrol S.A.   25    25 
Compensadora Electrónica S.A.   33    33 
Provincanje S.A.   684    684 
Total equity investments in Complementary and authorized activities  Ps.838   Ps.836 
           
In Non-financial Institutions          
Viñas del Monte S.A.   7,670    3,670 
San Luis Trading S.A.   51    51 
SWIFT S.A.   1    1 
Other   86    86 
Total equity investments in non-financial institutions  Ps.7,808   Ps.3,808 
Less: Allowances (Note 13)  Ps.(173)  Ps.(173)
Total Equity investments  Ps.8,473   Ps.4,471 

 

 F-22 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

 (Expressed in thousands of Argentine pesos – unless otherwise stated)

 

10.Premises and Equipment, net

 

The major categories of premises and equipment as of September 30, 2015 and December 31, 2014 were as follows:

 

   Estimated
Useful life
  September 30,  December 31,
  
(years)
 
2015
  2014
Land and Buildings   50   Ps.30,537   Ps.32,279 
Furniture and facilities   10    51,491    37,168 
Machinery and equipment    5    83,876    89,392 
Vehicles    5    14,713    16,603 
Others        105    164 
Total       Ps.180,722   Ps.175,606 

 

Depreciation expense was Ps. 41,240, and Ps. 31,312 as of September 30, 2015 and 2014 respectively.

 

11.Miscellaneous Assets

 

Miscellaneous assets consisted of the following as of September 30, 2015 and December 31, 2014:

 

   Estimated
Useful life
  September 30,  December 31,
   (years)  2015  2014
Construction in progress      Ps.49,528   Ps.49,513 
Advances for purchase of assets        2,850    5,088 
Stationery and office supplies        9,103    13,390 
Works of art        2,512    2,326 
Foreclosed assets         339    343 
Others miscellaneous assets (a)    50    450,194    278,274 
        Ps.514,526   Ps.348,934 

  

  (a) Corresponds mainly to an acquisition for a total of Ps.237 million of eight office units and forty parking spaces for a probable future reallocation of its staff on December 31, 2014 and an acquisition for a total of Ps.165 million of four office units as of September 30, 2015.

 

b)Depreciation expense was Ps. 5,316, and Ps. 257 as of September 30, 2015 and 2014 respectively.

 

 F-23 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the nine-month periods ended September 30, 2015, on comparative basis

 (Expressed in thousands of Argentine pesos – unless otherwise stated)

 

12.Intangible Assets

 

12.1 Goodwill

 

As of September 30, 2015 and December 31, 2014 goodwill breakdown is as follows:

 

   Estimated
Useful life
  September 30,  December 31,
   (years)  2015 
2014
Goodwill for the purchase of Banco Regional de Cuyo S.A., net of accumulated amortization   10   Ps.11,352   Ps.14,060 
Goodwill for the purchase of Cordial Compañía Financiera, net of accumulated amortization   10    30,090    34,037 
Goodwill for the purchase of Supervielle Seguros S.A., net of accumulated amortization   10    1,350    1,665 
Others        308     
Total       Ps.43,100   Ps.49,762 

 

12.2 Other Intangible Assets

 

As of September 30, 2015 and December 31, 2014, the organization and development costs breakdown is as follows:

 

    Estimated
useful life
  September 30,   December 31,
    (years)   2015   2014
Cost from information technology projects (a)     5     Ps. 109,047     Ps. 99,484  
Other capitalized cost (b)     5       73,537       66,321  
Total           Ps. 182,584     Ps. 165,805  

 

(a) Under Central Bank rules, the Bank records as expense software cost relating to preliminary application development and post implementation stages of software development.

 

(b) Under Central Bank rules, the Bank records cost inherent to the improvements in building leased.

 

Amortization expense of goodwill and other intangible assets was Ps. 73,911 and Ps. 56,308 as of September 30, 2015 and 2014, respectively, which was recorded in Administrative expenses and Other expenses.

 

13.Allowances and Provisions

 

Allowances on other assets and provisions as of September 30, 2015 and December 31, 2014 were as follows:

 

   September 30,  December 31,
   2015  2014
       
Allowances against asset accounts:          
Unlisted equity investments (a)   Ps.173   Ps.173 
Miscellaneous receivables, for collection risk (b)    25,736    21,059 
   Ps.25,909   Ps.21,232 
Provisions:          
For contingent commitments    1,017    1,017 
Other contingencies (c)    58,092    48,769 
Total Provisions   Ps.59,109   Ps.49,786 

 

(a) Includes the estimated losses due to the excess of the cost over the equity method in equity investments.

 

(b) Based upon an assessment of debtors’ performance, the economic and financial situation and the collateral securing their respective obligations.

 

(c) Includes the estimated amounts payable under lawsuits against the Group and other contingences.

 

 F-24 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

14.Other Liabilities from Financial Transactions - Banks and International Institutions, and Loans from Domestic Financial Institutions

 

The Group borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

   September 30,  December 31,
   2015  2014
Description          
Banks and International Institutions          
Contractual long-term liabilities   Ps.   Ps. 
Contractual short-term liabilities   Ps.194,416   Ps.53,640 
Total Banks and International Institutions   Ps.194,416   Ps.53,640 
           
Loans from Domestic Financial Institutions          
Contractual long-term liabilities   Ps.105,830   Ps.27,331 
Contractual short-term liabilities  Ps.483,987   Ps.378,571 
Total Loans from Domestic Financial Institutions   Ps.589,817   Ps.405,902 
TOTAL   Ps.784,233   Ps.459,542 

 

As of September 30, 2015 maturities of the above long-term loans for each of the fiscal years 2016 through 2019 and thereafter were as follows:

 

Contractual long-term Liabilities      
2016   Ps. 47,478
2017     39,620
2018     14,513
2019     3,700
Thereafter     519
    Ps. 105,830

  

15.Other Liabilities from Financial Transactions - Unsubordinated and Subordinated Negotiable Obligations

 

15.1 Unsubordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 

                September 30,   December 31,
    Issue date   Maturity date   Annual interest rate   2015   2014
Short-Term                                      
Grupo Supervielle Class XI     11/5/13       5/5/15       Badlar +Spread 4.08%     Ps.       51,717  
Grupo Supervielle Class XII     1/31/14       7/31/15       Badlar +Spread 4.70%     Ps.       74,259  
Grupo Supervielle Class XIII     1/31/14       1/31/19       Badlar +Spread 6.25%     Ps. 862       2,383  
Grupo Supervielle Class XIV     5/13/14       11/13/15       Badlar +Spread 3.85%     Ps. 39,427       39,082  
Grupo Supervielle Class XV     5/13/14       5/13/16       Badlar +Spread 4.65%     Ps. 84,398       2,317  
Grupo Supervielle Class XVI     9/23/14       3/23/16       Badlar +Spread 3.25%     Ps. 81,384        
Grupo Supervielle Class XVII     1/23/15       1/23/16       28.5%     Ps. 133,754        
Grupo Supervielle Class XVIII     1/23/15       7/23/16       Badlar +Spread 4.8%     Ps. 23,657        
Grupo Supervielle Class XIX     5/20/15       11/20/16       Mixed     Ps. 3,499        
Grupo Supervielle Class XX     7/28/15       1/28/17       Mixed     Ps. 4,899        
Cordial Compañía Financiera Class II     10/3/13       4/3/15       Badlar +Spread 4.99%     Ps.       72,405  
Cordial Compañía Financiera Class IV     2/21/14       8/21/15       Badlar +Spread 5.0%     Ps.       53,889  
Cordial Compañía Financiera Class V     8/15/14       2/15/16       Badlar +Spread 3.75%     Ps. 147,229        
Cordial Compañía Financiera Class VI     5/14/15       5/14/16       29.0%     Ps. 145,980        
Total short-term liabilities                           Ps. 665,089     Ps. 296,052  
                                         
Long-Term                                      
Grupo Supervielle Class XIII     1/31/14       1/31/19       Badlar +Spread 6.25%     Ps. 22,605       22,446  
Grupo Supervielle Class XV     5/13/14       5/13/16       Badlar +Spread 4.65%     Ps.       81,667  
Grupo Supervielle Class XVI     9/23/14       3/23/16       Badlar +Spread 3.25%     Ps.       80,945  
Grupo Supervielle Class XIX     5/20/15       11/20/16       Mixed     Ps. 137,215        
Grupo Supervielle Class XX     7/28/15       1/28/17       Mixed     Ps. 129,022          
Cordial Compañía Financiera Class V     8/15/14       2/15/16       Badlar +Spread 3.75%     Ps.       147,222  
Cordial Compañía Financiera Class VII     5/14/15       11/14/16       Badlar +Spread 5.0%     Ps. 11,572        
Total long-term liabilities                           Ps. 300,414     Ps. 332,280  
                            Ps. 965,503       628,332  

 

 F-25 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of September 30, 2015, interest and principal on all of the above debt securities were payable in Pesos.

 

Accrued interest on the above liabilities for Ps. 24,543 and Ps. 22,327 as of September 30, 2015 and December 31, 2014 is included in “Unsubordinated negotiable obligations” under the caption “Other Liabilities from Financial Transactions” in the accompanying balance sheet.

 

15.2 Subordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding subordinated negotiable obligations at the dates indicated were as follows:

 

   Issue date  Maturity date  Annual interest rate  September 30,
2015
  December 31,
2014
Subordinated Negotiable obligations                         
Banco Supervielle   11/08/10   11/11/17   11.375%   485,146    426,082 
Banco Supervielle   8/15/13   8/20/20   7.00%   211,471    193,997 
Banco Supervielle   11/14/14   11/18/21   7.00%   128,676    115,383 
Total long-term liabilities                 Ps.825,293   Ps.735,462 

 

As of September 30, 2015, interest and principal on all of the above debt securities and subordinated loan were payable in US Dollars.

 

 F-26 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Accrued interest on the above liabilities of Ps. 25,844 and Ps. 63,742 as of September 30, 2015 and December 31, 2014 is included under the caption “Subordinated Loan and Negotiable Obligations” in the accompanying balance sheet.

 

Subordinated loan and long-term negotiable obligations as of September 30, 2015 mature as follows:

 

2015   Ps. 
2016     
2017    485,146 
2018     
Thereafter     340,147 
Total    Ps.825,293 
        

16.Balances in Foreign Currency

 

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 

   September 30,  December 31,
   2015  2014
Assets:          
Cash and due from banks   Ps.902,668   Ps.1,009,082 
Government and corporate securities    431,906    114,760 
Loans    794,938    675,883 
Other receivables from financial transactions    195,722    246,954 
Receivables from financial leases    3,354    2,957 
Equity investments in other companies    1    1 
Miscellaneous receivables    50,981    52,602 
Unallocated items    6,537    204 
Total   Ps.2,386,107   Ps.2,102,443 
Liabilities:          
Deposits   Ps.733,882   Ps.659,872 
Other liabilities from financial transactions    367,567    215,059 
Miscellaneous liabilities    28    21 
Subordinated Negotiable Obligations    825,294    735,462 
Unallocated items    1,318    7,521 
Total   Ps.1,928,089   Ps.1,617,935 

  

17.Deposits and Interest-bearing Deposits with Other Banks

 

Interest-bearing Deposits with Other Banks:

 

a)Included in “Cash and Due from Banks” there are: (1) interest-bearing deposits with the BCRA totaling 2,598,311 and 2,219,405 as of September 30, 2015 and December 31, 2014, respectively; and (2) interest-bearing deposits in local and foreign banks totaling 173,480 and 178,861 as of September 30, 2015 and December 31, respectively.

 

b)Included in “Loans” there are: overnight foreign bank interest-bearing deposits totaling 104 and 2,435 as of September 30, 2015 and December 31, 2014, respectively.

 

 F-27 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Deposits

 

The following table sets forth information regarding the maturity of deposits exceeding Ps. 100,000 at September 30, 2015:

 

   September 30, 2015
   (in thousands of Pesos)
Time Deposits     
Within 3 months    8,189,010 
After 3 months but within 6 months    189,328 
After 6 months but within 12 months    316,163 
Over 12 months    2,263 
Total Time Deposits(1)   8,696,764 

(1) Only principal.

             

18.Transactions with Related Parties

 

The Group has granted loans to certain related parties including officers, equity-method investees and consolidated companies. Total loans outstanding as of September 30, 2015 and December 31, 2014, amounted to Ps. 178,537 and Ps. 161,782, respectively.

 

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

 

19.Breakdown of Captions Included in the Income Statement

 

   September 30,
   2015  2014
Financial Expense          
Other          
Turnover Tax  Ps.295,871   Ps.219,795 
Premium on repo transactions    29,066    9,813 
Other    15,747    5,588 
   Ps.340,684   Ps.235,196 

 

    September 30,
    2015   2014
Services fee income                
Other                
Commissions   Ps. 1,029,635     Ps. 744,014  
Income from Mutual Funds administration services     56,080       39,087  
Rentals from safety boxes     54,227       45,319  
Other     29,730       27,062  
    Ps. 1,169,672     Ps. 855,482  

 

   September 30,
   2015  2014
Service fee expense          
Other          
Expenses and promotions related to credit cards  Ps.118,815   Ps.44,662 
Turnover tax    143,592    105,968 
Other   26,509    40,289 
   Ps.288,916   Ps.190,919 

 

 F-28 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

   September 30,
   2015  2014
Miscellaneous income          
Other          
Gains on premises and equipment and miscellaneous assets disposals   Ps.8,119   Ps.1,301 
Sales of products    9,650    609 
Rentals    22,214    1,168 
Other adjustments and interest of miscellaneous credits   7,188    5,810 
Charge of couriers    2,774    1,067 
Other    83,889    37,785 
   Ps.133,834   Ps.47,740 

  

   September 30,
   2015  2014
Miscellaneous losses          
Other          
Losses on quota refund   Ps.5,303   Ps.2,991 
Charges paid to National Social Security Administration (ANSES)    6,946    10,420 
Turnover tax    9,297    3,564 
Court resolutions paid    454    306 
Grants paid    4,959    2,750 
Other adjustments and interest of miscellaneous liabilities    538    281 
Losses related to fiduciary services    457    778 
Other    99,935    30,993 
   Ps.127,889   Ps.52,083 

  

20.Income Taxes

 

Income tax charge for nine months periods ended September 30, 2015 and 2014 amounted to Ps. 150,234 and Ps. 151,294 respectively.

 

As of September 30, 2015 and December 31, 2014, the consolidated Group’s Minimum Presumed Income Tax (MPIT) available to credit against future income tax amounts to Ps. 6,246 and Ps. 6,370, respectively. Such MPIT expire over the following ten years.

 

21.Restrictions Imposed on the Distribution of Dividends

 

The distribution of retained earnings in the form of dividends is governed by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% of its net income to a legal reserve until the reserve equals to 20% of the company’s outstanding capital stock.

 

 F-29 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

In addition, with regard to Banco Supervielle and Cordial Compañía Financiera the regulations in force at September 30, 2015 provide as follows:

 

a) 20% of the profits shown by the income statement for the fiscal year, plus - minus the adjustments to prior year results, minus the accumulated loss, if any, at the end of the preceding year, must be transferred to the Bank´s legal reserve.

  

b) No profits may be distributed or remitted prior to the approval of the results for the year and of the publication of the Bank´s annual financial statements.

 

c) All profit distributions must have the prior authorization of the Superintendency of Financial and Exchange Institutions of the BCRA, the intervention of which will be aimed at verifying the correct application of the procedures described in the regulations in force on this matter, issued by the BCRA. No distribution can be made unless the Computable Capital exceeds by at least 75% the Minimum Capital required by the BCRA.

 

d) Additionally, when calculating the excess capital used to determine a dividend proposal, entities must deduct 1% of risk weighted assets.

  

22. Capital Stock

 

As of September 30, 2015 the Group has outstanding 63,369,094 Ordinary Class “A”, nominated, non-endorsable shares, which are entitled to five votes per share and 59,516,170 Ordinary Class “B”, nominated and non-endorsable shares, which are entitled to one vote per share, and 1,600,000 Preferred shares with no voting rights.

 

Preferred shares gave the right to receive a preferred, non-cumulative, annual dividend which for the year ended on December 31, 2014 was of 4,685,000 pesos per share and is annually adjusted by a coefficient of 1 plus Badlar rate as of year-end. Preferred shares can only be withdrawn by decision of the Company’s shareholders, and holders of preferred shares do not have the option to put or convert these shares into cash.

 

The Company is not subject to the minimum capital requirements established by the BCRA.

 

Pursuant to BCRA regulations, Banco Supervielle and Cordial Compañía Financiera must maintain a minimum capital, which is calculated by weighting the risks related to assets, bank premises and equipment, miscellaneous and intangible assets.

 

Under BCRA regulations, as of September 30, 2015 and December 31, 2014, the minimum capital requirements as applied to the Bank were as follows:

 

   Minimum Capital  Computable Capital  Computable Capital as a % of Minimum Capital
September 30, 2015    Ps.2,504,023   Ps.2,667,865    106.5 
December 31, 2014    Ps.2,105,923   Ps.2,337,326    111.0 
                  

As of September 30, 2015 and December 31, 2014, the Bank and CCF, met all capital adequacy requirements to which are subject.

 

23.Earnings per Share

 

Basic and diluted earnings per share are based upon the weighted average of common shares outstanding of Grupo Supervielle, which were 122,885,264 and 122,885,264 for the nine month periods ended September 30, 2015 and 2014.

 

 F-30 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

24.Contribution to the Deposit Insurance System

 

Law No. 24485 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. In January 2011, the amount was updated to Ps. 120. Later, in November 2014, through Communication “A” 5641, the BCRA increased this amount to Ps. 350.

 

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 Supervielle, 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 BCRA based on a daily survey conducted by it. Those deposits whose ownership has been acquired through endorsement and those deposits made as a result of incentives other than the interest rate are also excluded. 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 BCRA and the financial institutions, in the proportion determined by the BCRA based on the contributions made to the fund.

 

25.Financial Instruments with Off-Balance Sheet Risk

 

25.a. Credit-related financial instruments

 

The Group enters into various transactions involving off-balance sheet financial instruments. The instruments could be used in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Group 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.

 

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans.

 

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for 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:

 

   September 30,  December 31,
   2015  2014
       
Standby letters of credit   Ps.67,223   Ps.53,396 
Guarantees granted   Ps.476,543   Ps.330,227 
Acceptances   Ps.37,416   Ps.20,202 

 

Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

 

Acceptances are conditional commitments for foreign trade transactions.

 

 F-31 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

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 Group may require counter-guarantees. These counter-guarantees are classified by type, as follows:

 

    September 30,   December 31,
    2015   2014
Preferred counter-guarantees   Ps. 2,451,064     Ps. 2,540,993  
Other counter-guarantees   Ps. 5,848,186     Ps. 4,175,796  

 

The Group accounts for checks drawn on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time as the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 

   September 30,  December 31,
   2015  2014
       
Checks drawn on other banks   Ps.1,130,560   Ps.675,173 
Bills and other items for collection   Ps.2,344,160   Ps.3,030,305 

 

25.b. Trust activities

 

See note 26

 

25.c. Derivative Financial Instruments

 

In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.

 

These instruments include:

 

  Forwards and Futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument. Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.
     
Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at a specific date and for a period in the future.
   
Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

 

Pursuant to BCRA´s rules, forward transactions with delivery of underlying assets, must be recorded under “Other receivables from financial intermediation” and “Other liabilities from financial transactions” in the accompanying consolidated balance sheet and they are valued as mentioned in Note 3.8.

 

 F-32 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table shows, the notional value of options and outstanding forward and futures contracts as of September 30, 2015 and December 31, 2014:

 

   September 30,  December 31,
   2015  2014
Forward sales of foreign exchange without delivery of underlying assets  Ps.108,440   Ps.908,423 
Forward sales of gold without delivery of underlying assets    12,605    12,319 
Forward purchases of foreign exchange without delivery of underlying assets    308,130    1,136,606 
Call options written on stock        1,770 
Reverse repurchase agreements        37,840 
Repurchase agreements        79,328 

 

The following table shows, the income / (expenses) generated by derivatives financial instruments during the nine month periods ended September 30, 2015 and 2014:

 

   September 30,  September 30,
   2015  2014
Forward transactions results   Ps.908   Ps.(14,039)
Interest rate swaps        466 
Call options written on stock    483    1,618 
Reverse repurchase agreements    4,747    12,448 
Repurchase agreements    (29,066)   (9,813)

  

26.Financial Trusts and Mutual Funds

 

a) Financial Trusts

 

The Group acts as trustee or settler in financial trusts.

 

I) As Trustee

 

The following are the financial trusts where the Group acts as trustee at period-end:

 

Financial trust Banex Créditos IV

 

Trustee: Banco Supervielle

 

- Banex Asset-Backed Securities Program

 

Financial Trust   Trustee   Set up on   Assets assigned in trust   Value initially assigned in trust   Securities issued and last maturity (1)   Observation   Holdings – book value as of September 30, 2015 (Ps.)
Fideicomiso Financiero Banex Créditos IV   Banco Supervielle S.A.   3/19/2004   Personal loans   Ps. 30,012   VDFA
NV$ 21,000
Due: 01/20/05
VDFB
NV$ 6,000
Due: 04/20/05
CP
NV$ 3,000
Due: 04/20/07
  In liquidation            —

 

(1) VDFA means Senior Debt Securities, VDFB means Subordinated Debt Securities and CP means Certificates of Participation

   

 F-33 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Guarantee management trusts

 

Trustee: Banco Supervielle

 

Trust   Indenture executed on   Trustee substitution date   The principal obligation expires
on
  Original Principal amount
Ps.
  Principal balance
Ps.
  Beneficiaries   Settlers
UAR   12/30/2003           UAR affiliated Rugby players   UAR
Credimas   1/11/2013     2/25/2016   14,000   6,471   Banco Supervielle S.A.   Credimas S.A.
Rafael G Albanesi S.A.   7/23/2014   3/31/2011   10/25/2016   10,000   6,189   Banco Supervielle S.A.   Rafael G Albanesi S.A.  
Sistemas Unificados de Credito dirigido S.A.(*)   7/16/2013           Banco Supervielle S.A.   Sistemas Unificados de Credito dirigido S.A.

 

The Group acts also as trustee in the following trusts:

 

- Fideicomiso Mendoza, in liquidation phase, since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded, mainly originating from the exclusion of assets, as of September 30,2015 increased in the amounts of Ps. 13,501 and have been backed by assets in trust (loans, other miscellaneous receivables and other financial assets) in the amount of Ps. 459. This trust will be liquidated following the procedures established by Law 24,441.
   
- Lujan Trust: the term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, only the final deregistration in tax matters is still pending.

 

II)    As Settler

 

The Group transfers portions of their loan portfolio to special purpose trusts that fund the purchase by issuing securities that are sold to third parties, thereby creating an additional source of funding for operations.

 

In the case of the securitization transactions arranged by the Group, the trustee typically issues senior bonds, subordinated bond and participation certificates, and places the senior bonds and a portion of the subordinated bonds and participation certificates in the Argentine capital markets.

  

 F-34 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following are the financial trusts where the Group acts as settler at period-end:

 

Publicly offered and listed financial trusts

 

Supervielle Leasing Financial Trust

 

Assets assigned in trust: Collection rights on lease agreements

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in
trust (Ps.)
  Securities issued and last maturity (2)   Holdings – book value as of September 30, 2015 (Ps.)
Serie 9 (1)   8/21/2013   197,250   VDF TFA
NV$ 116,377
Due: 4/20/15
VDF TVB
NV$ 36,491
Due: 2/22/2016
CP
NV$ 44,381
Due:
6/20/2018
  CP 57,666
Serie 10 (1)   6/5/2014   211,200   VDF TV
NV$ 147,833
Due: 8/22/16
  CP
NV$ 63,357
Due:
3/20/2019
  CP 72,186
Financial trust   Set up on   Value initially assigned in
trust (Ps.)
  Securities issued and last maturity (2)   Holdings – book value as of September 30, 2015 (Ps.)
Serie 11 (1)   9/26/2014   133,466   VDF TV
NV$ 93,426
Due: 3/20/17  
  CP
NV$ 40.039
Due: 10/21/2019
  VDF TV 4,987
CP 41,580

 

(1)  Securities issued under the Supervielle Confiance 3 program

 

 F-35 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

Supervielle Créditos Financial Trust

 

Assets assigned in trust: Personal loans

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in
trust (Ps.)
  Securities issued and last maturity (2)   Holdings – book value as of September 30, 2015 (Ps.)
Serie 72 (2), (3)   10/8/2013    200,003   VDF TV
NV$ 196,000
Due: 2/22/16
  CP
NV$ 4,000
Due: 5/22/16
  CP 8,128
Serie 74 (2), (3)   12/3/2013    200,002   VDF TV
NV$ 192,000
Due: 1/20/16
  CP
NV$ 8.000
Due: 8/22/16
  CP 13,001
Serie 76 (2),(3)   2/6/14   200,001   VDF TV
NV$ 232,500
Due: 4/20/16
  CP
NV$ 17,500
Due: 11/21/16
    CP 23,546

Serie 77 (1),(3)   3/13/14   200,002   VDF TV
NV$ 232,500
Due: 3/21/16
  CP
NV$ 17,500
Due: 12/20/16
  CP 43,544
Serie 78 (1), (3)   4/7/14   250,006   VDF TV
NV$ 232,500
Due: 6/20/16
  CP
NV$ 17,500
Due: 3/20/17
  CP 44,007
Serie 80 (1), (3)   6/30/14   250,016   VDF TV
NV$ 232,500
Due: 7/20/16
  CP
NV$ 17,500
Due: 2/20/17
  CP 37,781
Serie 81 (1), (3)   8/13/14   250,010   VDF TV
NV$ 232,500
Due: 9/20/16
  CP
NV$ 17,500
Due: 6/20/17
  VDF TV14,059
CP 47,132
Serie 82 (1), (3)   9/26/14   250,004   VDF TV
NV$ 232,500
Due: 9/20/16
  CP
NV$ 17,500
Due: 6/20/17
 
CP 26,732
Serie 83 (1), (3)   10/28/14   250,002   VDF TV
NV$ 232,500
Due: 2/20/17
  CP
NV$ 17,500
Due: 9/20/17
  VDF TV 41,153
Serie 84 (1), (3)   11/21/14   250,003   VDF TV A
NV$ 232,500
Due: 3/20/17
  CP
NV$ 17,500
Due: 12/20/17
  VDF TV 29,567
CP 26,628
Serie 85 (1), (3)   10/19/14   250,010   VDF TV
NV$ 232,500
Due: 9/20/16
  CP
NV$ 17,500
Due: 9/20/17
  CP 27,677
Serie 86 (1), (3)   3/11/15    250,009   VDF TV
NV$ 232,500
Due: 2/20/17
  CP
NV$ 17.500
Due:10/20/17
  VDF TV 2,221
CP 25,964
Serie 88 (1), (4)   7/23/2015    220,004   VDF TV A
NV$ 213,400
Due: 11/20/17
VDF TV B
NV$ 6.600
Due: 1/22/18
  VDF TV 43,691
Serie 89 (1), (3)   9/4/2015    250,005   VDF TV A
NV$ 240,000
Due: 10/20/17
CP
NV$ 10.000
Due: 20/11/18
  VDF TV 117,439

 

(1) Securities issued under the Supervielle Confiance 3 program

(2) Securities issued under the Supervielle Confiance 4 program

(3) Personal loans originated, or subsequently acquired, by Banco Supervielle and granted to ANSES retirees and pensions, and San Luis provincial public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits

(4)VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

 

 F-36 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Supervielle Renta Inmobiliaria Financial Trust

 

Assets assigned in trust: Real estate and the proceeds from their rentals and/or sales

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in trust   Securities issued and last
maturity (2)
  Holdings – book
value as of
September 30,
2015 (Ps.)
Serie I (1)   11/8/2007   US$ 14,336    VDF NV US$ 10,035
Due: 11/5/17
 CP NV US$
4,300

Due: 11/5/17
  VDF 94,841
CP 30,828

 

 

(1)  Securities issued under the Supervielle Confiance program

 

(2)  VDF means Senior Debt Securities and CP means Certificates of Participation

 

Cordial Compañía Financiera Crédito Financial Trust

 

Assets assigned in trust: Personal Loans

 

Trustee: TMF Trust Company (Argentina) S.A.

  

Financial trust  Set up on  Value initially assigned in trust as of September 30, 2015 (Ps.)  Value of Participation Certificates issued as of September 30, 2015 (Ps.)  Value of Debt securities issued as of September 30, 2015 (Ps.)
Serie VI   10/24/2014   230,270    43,262     
Serie VII   12/30/2014   60,739    12,673     
Serie VIII   6/23/2015   182,860    48,043     
Serie IX   9/17/2015   199,475    51,020    46,847 
Total   154,998    46,847 

 

b) Mutual Funds

 

At September 30, 2015 and December 31, 2014, Banco Supervielle is the depository of the following Mutual Funds managed by Supervielle Asset Management.

Mutual Fund   Portfolio   Net worth   Number of units
  09/30/2015 Ps.   12/31/2014 Ps.   09/30/2015 Ps.   12/31/2014 Ps.   09/30/2015
Ps.
  12/31/2014
Ps.
Premier Renta C.P. Pesos     1,231,078       979,234       1,229,090       977,268       293,165,878       260,754,611  
Premier Renta Plus en Pesos     81,582       126,448       80,033       125,562       23,583,805       42,494,600  
Premier Renta Fija Ahorro     2,629,620       1,330,350       2,603,124       1,326,426       255,691,911       154,278,085  
Premier Renta Fija Crecimiento     250,508       178,272       249,977       177,918       51,689,630       43,258,961  
Premier Renta Variable     102,517       63,552       102,249       62,840       16,024,938       10,267,308  
Premier FCI Abierto Pymes     440,518       263,932       435,225       263,472       206,028,488       135,259,316  
Premier Commodities Agrarios     832       1,492       831       1,435       512,961       868,307  
Premier Capital     129,051       170,243       128,016       166,974       90,707,520       141,333,175  

 

 F-37 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

27.Loans and issuance of negotiable obligations

 

a. Loans from international agencies

 

Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO)

 

On December 20, 2007, Cordial Microfinanzas S.A. and FMO entered into a financing agreement, with Grupo Supervielle acting as guarantor of that transaction, whereby it received in February 2008 the equivalent in pesos to US$ 3,000,000 payable in 6 consecutive semi-annual installments in pesos, the first installment falling due on April 15, 2011. The loan accrues interest at Badlar for private banks for 30 to 44 day term deposits, plus 4%. Interest shall be payable quarterly as from April 15, 2008. In March 2011, the Company, Cordial Microfinanzas S.A. and FMO signed an addenda to the facility agreement, deferring in two years the first installment, so that it operates on April 15, 2013.

 

The financing received is subject to compliance with certain financial and non-financial covenants related mainly to the level of creditworthiness, exposure to loans, transactions with to related parties, foreign currency position, placements of liens and disposal of certain assets, in addition to certain information requirements and other positive and negative covenants. Furthermore, those agreements contain a “cross default” clause, whereby any breach of the obligations assumed by Cordial Microfinanzas, Grupo Supervielle or Banco Supervielle shall lead to the accelerated amortization of the loans granted by FMO. Moreover, Grupo Supervielle shall keep an interest of at least 85% in the capital of Banco Supervielle over the life of those agreements.

 

b. International financing programs

 

Global Financial Exchange Program

 

In April 2007, Banco Supervielle signed an agreement within IFC/World Bank Group’s Global Trade Finance Program whereby the IFC may, at its discretion, furnish a guarantee in favor of a correspondent bank thereby covering the Entity’s payment obligations arising from trade-related transactions with its customers.

 

As of September 30, 2015, the transactions in force with the coverage offered by IFC in the framework of the Global Trade Finance Program totaled USD 13,238,487.

 

The agreement signed with the IFC is subordinated to compliance with certain duties, including the preparation of reports at regular intervals and abiding by certain financial ratios in the field of solvency, credit risk, restricted assets, and exposure to foreign currency and interest rate risk.

 

As of September 30, 2015, the Company was in compliance with the covenants, requirements and obligations mentioned.

 

Foreign Trade Credit Facility Program

 

In May 2009 the Bank signed an agreement under the Foreign Trade Credit Facility Program of the Inter-American Development Bank (IDB). The line of credit granted to Banco Supervielle for US$ 15,000,000 under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

 

As of September 30, 2015, there were no transactions outstanding with IDB’s coverage in the framework of the above-mentioned program.

 

 F-38 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Fondo Fiduciario de Capital Social (FONCAP)

 

On September 20, 2010, Cordial Microfinanzas entered into a framework financing agreement with FONCAP S.A., for a total principal amount of up to Ps. 2,500. The Company must repay the principal borrowed in 12 quarterly and consecutive installments, which started on December 17, 2011. This debt shall accrue a quarterly variable compensatory interest rate, payable in arrears over balances and made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, as informed by private banks, plus an additional 500 bps. Interest is payable on a monthly basis, with the first payment made on November 17, 2010.

 

On September 14, and November 8, 2011, Cordial Microfinanzas entered into new framework financing agreements with FONCAP S.A., for a total principal amount of up to Ps. 1,500 each one. The principal amount must be repaid in 8 quarterly and consecutive installments of Ps. 187 for each lined received, with the first installments being paid on December 17, 2012 and February 17, 2013, respectively, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 305 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

Additionally, on October 2, 2012, Cordial Microfinanzas entered into a new loan facility with FONCAP, with a principal amount of Ps. 2,000 reimbursable in 10 equal, consecutive, three-month installments, in Pesos, with the first payment being paid on July 17, 2014, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 305 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

d. Program for the issuance of Negotiable Obligations denominated in USD

 

On April 30, 2007, the Ordinary and Extraordinary Shareholders’ Meeting No. 95 of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of US$ 200,000,000. The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on August 10, 2007.

 

d.1. Issuance of Subordinated Corporate Bonds Class I

 

On October 13, 2010, the Board of Directors of Banco Supervielle approved the issuance of Class 1 Corporate Bonds. The subscription period ended on November 8, 2010.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 50,000,000.

Rank: Class 1 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 11, 2017

Interest rate: 11.375%

Interest Payment Date: The interest accrued by the Class 1 Corporate Bonds will be paid on a half-yearly basis on May 11 and on November 11 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of the State of New York

 

On March 21, 2012, the Ordinary Shareholders’ Meeting resolved to extend the effective period of the Program for five years starting on the original due date, July 13, 2012.

 

As of the December 31, 2010, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 192,215.

 

 F-39 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

d.2. Issuance of Subordinated Corporate Bonds Class III

 

On May 16, 2013 the Board of Directors of Banco Supervielle approved the issuance of Class 3 Corporate Bonds. The subscription period ended on August 15, 2013.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 22,500,000.

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: August 20, 2020

Interest rate: 7.00%

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on February 20 and on August 20 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d.2. Issuance of Subordinated Corporate Bonds Class IV

 

On October 14, 2014 the Board of Directors of Banco Supervielle approved an increase of the total amount of the Program for up to Ps. 750,000 and the issuance of Class 4 Corporate Bonds for up to USD 30,000,000 within such Program. The subscription period ended on November 14, 2014.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 13,441,000.

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 18, 2021

Interest rate: 7.00%

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on May 18 and on November 18 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d. Program for the issuance of Negotiable Obligations denominated in Pesos

 

On March 25, 2013, the Extraordinary Meeting of Shareholders of Banco Supervielle approved the creation of a global program of Corporate Bonds denominated in Pesos for up to a maximum amount of Ps. 750,000. On the same date, the Board of Directors of the Bank approved the issuance of Corporate Bonds Class 1 and 2, which was authorized by the Argentine Securities Commission on May 2, 2013.

  

 F-40 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following are the main terms and conditions of the issuance:

 

Amount: 91,210.

Rank: Class 2 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 17, 2014

Interest rate: Floating / Badlar + 3.99%

Interest Payment Date: The interest accrued by the Class 2 Corporate Bonds will be paid on a three-month period basis starting on August 15, 2013.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

e. Negotiable Obligations and Short-term securities of Cordial Compañía Financiera

 

The following are the series of short-term securities and corporate bonds issued by Cordial Compañía Financiera, outstanding as of September 30, 2015 and December 31, 2014:

 

Corporate Bonds

 

    Date of issuance   Due date   Nominal value (Ps.)   Applicable Rate   September 30, 2015   December 31, 2014
Class II   10/3/13   4/3/15   73,253   Variable rate 4.99% + BADLAR     73,253
Class IV   2/21/14   8/21/15   53,889   Variable rate 5.00% + BADLAR     53,889
Class V   8/15/14   2/15/16   147,222   Variable rate 3.75% + BADLAR   147,222   147,222
Class VI   5/14/15   5/14/16   145.980   29.00%   145,980  
Class VII   5/14/15   11/14/16   11,579   Variable rate 5.00% + BADLAR   11,579  
Total   304,781   274,364

 

f. Global Program for the Issuance of Corporate Bonds

 

On September 22, 2010, the Extraordinary General Shareholders’ Meeting of Grupo Supervielle approved the application for admission to the public offering regime set forth under Law No. 17,811 and the creation of a Global Program for the Issuance of Corporate Bonds, Not Convertible into Shares. These corporate bonds may be short, medium and/or long term, subordinated or not, secured or not, denominated in Pesos, in US Dollars or in any other currency for a maximum outstanding amount that at no time should be higher than Ps. 500,000 or its equivalent in any other currency, as per the last Program amendment dated October 24, 2013.

 

In addition, the corporate bonds may be issued in various classes and/or series during the term of the program, and the possibility exists of re-issuing the successive classes and/or series that have been amortized.

 

The Argentine Securities Commission approved the above-mentioned Program on November 11, 2010.

  

 F-41 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

At September 30, 2015 and December 31, 2014 the following series of corporate bonds of Grupo Supervielle issued under the above mentioned program were outstanding:

 

Class   Issue date   Currency   Amount (Ps.)   Applicable Rate   Due date
Class XI   11/5/13   ARS   50,000   Variable + 4.08%   5/5/15
Class XII   1/31/14   ARS   71,398   Variable + 4.70%   7/31/15
Class XIII   1/31/14   ARS   23,100   Variable + 6.25%   1/31/19
Class XIV   5/13/14   ARS   38,194   Variable + 3.85%   11/13/15
Class XV   5/13/14   ARS   81,806   Variable + 4.65%   5/13/16
Class XVI   9/23/14   ARS   81,250   Variable + 3.25%   3/23/16
Class   Issue date   Currency   Amount (Ps.)   Applicable Rate   Due date
Class XVII   1/23/15   ARS   127,000   28,5%   1/23/16
Class XVIII   1/23/15   ARS   23,000   Variable + 4.8%   7/23/16
Class XIX   5/20/15   ARS   137,361   Mixed   11/20/16
Class XX   7/28/15   ARS   129,500   Mixed   1/28/17

 

As of September 30, 2015 Class XI and XII were fully amortized.

 

Funds provided by the issuance of corporate bonds were used to cancel financial liabilities, in accordance with article 36 of Law 23,576.

 

28.Non-controlling interest

 

The breakdown of this caption is as follows:

 

   September 30,  December, 31
Company  2015  2014
Banco Supervielle   60,640    51,726 
Sofital   3,696    3,024 
Total  Ps.64,336   Ps.54,750 

 

29.Differences between the Argentine Banking GAAP and Argentine GAAP

 

The main differences between the Argentine Banking GAAP and Argentine GAAP are detailed below:

 

Recognition of income tax by the deferred tax method

 

Grupo Supervielle calculates income tax at the current rate on the estimated taxable profit, without considering the effect of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis. In accordance with Argentine GAAP, income tax must be recognized by the deferred tax method and, consequently, deferred tax assets or liabilities calculated on the abovementioned timing differences must be recognized. In addition, tax loss carry-forwards or unused tax credits allowed to be deducted from future taxable income must be recognized as deferred assets, as long as income is likely to be obtained.

 

Derivative financial instruments

 

The Group’s subsidiaries have recorded derivative financial instruments in accordance with BCRA regulations. Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of each fiscal year. In accordance to Argentine GAAP the valuation should be made at fair value.

 

 F-42 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Credits originating in refinancing

 

Under Argentine GAAP, whenever certain credits are substituted by others subject to conditions substantially different from those originally agreed, the pre-existing account will be written off and a new credit will be recognized, and its accounting measurement will be made on the basis of the best possible estimate of the sum receivable, using a discount rate reflecting the market assessments about the time value of money and the specific risks of the related asset. Those operations are valued in accordance with BCRA regulations based on the contractual rates agreed. The risk is measured under specifically regulated classification and provisioning criteria.

 

Goodwill

 

Under Argentine Banking GAAP the Group determined goodwill for the excess of the purchase price over the equity value of the investment at the acquisition date. Under Argentine GAAP, goodwill should result from the difference between the purchase price of the investment referred to above and the amount of the net assets acquired valued at the estimated fair value.

 

Under Argentine Banking GAAP and Argentine GAAP there is not differences related to amortization.

 

Sanctions imposed to Financial Institutions and summaries carried out by the BCRA

 

Under Argentine Banking GAAP, since January 2015, financial institutions must accrue a provision of 100% of administrative and/or disciplinary sanctions, and penal sanctions with judicial sentence on first instance, imposed or initiated by the BCRA, the Unit of Financial Information, the National Securities Commission and the National Superintendence of Insurance, that have been notified, with disregard of its amount, the status of the process, or if the fine payment is suspended. Moreover, financial institutions are required to disclose in their financial statements such sanctions and summaries initiated by the BCRA, since the first notification received.

 

Pursuant to Argentine GAAP, such contingencies shall be recorded under liabilities when the possibility their effects take place is high and they can be appropriately determined in terms of currency. These shall as well be informed in notes to the financial statements. Contingencies which occurrence is considered to be remote shall not be included in the financial statements or the notes thereto, while those which possibility of occurrence is not considered remote but do not meet the requirements to be recorded under liabilities shall only be informed in notes to the financial statements.

 

Valuation of Government Securities

 

BCRA regulations set forth specific valuation criteria for government securities recorded at their acquisition cost plus the I.R.R. Pursuant to Argentine GAAP the above-mentioned assets must be valued at their fair value.

 

Employee benefits

 

The benefits granted to staff, such as vacations, special termination benefits and indemnities are recorded to expenses by the Group, when paid following the criteria allowed by the BCRA Rules, while Argentine GAAP establishes that such benefits, which accrue as the employees render their services or accept termination agreements, should be recognized as a liability during the term of labor or acceptance of agreement.

 

 F-43 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Presentation of Financial Statements and Disclosure

 

Argentine Banking GAAP and Argentine GAAP differ in certain presentation aspects, which are summarized as follows:

 

  - Under Argentine GAAP, assets and liabilities are classified as current and non-current on the balance sheet.
     
  - Under Argentine GAAP, Goodwill is shown as a separate item on the balance sheet, while under Argentine Banking GAAP it’s included in the Intangible Assets line item.
     
  - Certain disclosure requirements for Argentine GAAP, are not mandatory under Argentine Banking GAAP, such as goodwill information, related party transactions, and others.

 

Transfer of financial assets with recourse

 

Cordial Compañía Financiera S.A. transferred certain loans to third parties retaining the liability for uncollectable items. By entering into these agreements, Cordial Compañía Financiera S.A. derecognized the transferred assets and recorded a gain by the difference between the book value of the loans transferred, and the consideration received. Under Argentine GAAP, the transfer of financial assets with recourse cannot be recorded as a sale of assets, as the transferor retains a substantial portion of the risks and benefits associated with the assets transferred. If Argentine GAAP had been applied, total assets, total liabilities and net income of Cordial Compañía Financiera S.A. as of September 30, 2015 would have increased in Ps. 106.2 million, Ps. 128.6 million and decreased in $22.4 million, respectively.

 

30.Parent only Financial Statements

 

The following are the parent company only financial statements of Grupo Supervielle as of September 30, 2015 and December 31, 2014 and for the nine months periods ended September 30, 2015 and 2014.

 

Balance sheet (Parent Company only)

 

   September 30,  December 31,
   2015  2014
Assets          
Current assets          
Cash and due from banks  Ps.1,226   Ps.1,615 
Short - term investments   106,556    42 
Tax credits       27 
Other receivables   2,397    2,994 
Total current assets  Ps.110,179   Ps.4,678 
           
Non - current assets          
Long - term investments  Ps.2,565,277   Ps.2,134,410 
Tax credits   485    647 
Other receivables   1,193    1,599 
Premises and equipment, net       30 
Total non-current assets  Ps.2,566,955   Ps.2,136,686 
Total assets  Ps.2,677,134   Ps.2,141,364 
           
Liabilities          
Current Liabilities          
Trade accounts payable  Ps.1,469   Ps.1,273 
Financial indebtedness   371,880    229,925 
Taxes payable   173    157 
Other accounts payable   1,186    17,803 
Total current liabilities  Ps.374,708   Ps.249,158 
           
Non - current liabilities          
Financial indebtedness  Ps.288,842   Ps.185,220 
Total non-current liabilities  Ps.288,842   Ps.185,220 
Total liabilities  Ps.663,550   Ps.434,378 
Shareholder’s equity  Ps.2,013,584   Ps.1,706,986 
Total liabilities and shareholders’ equity  Ps.2,677,134   Ps.2,141,364 

 

 F-44 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Statement of Income (Parent Company only)

 

   September 30,  September 30,
   2015  2014
Equity in earnings of controlled companies  Ps.424,361   Ps.391,682 
Administrative expenses   (18,522)   (19,322)
Other income, net   10,057    8,294 
Financial results, net          
Generated by assets  Ps.12,527   Ps.(6,637)
Generated by liabilities   (114,440)   (92,911)
Income before income tax  Ps.313,983   Ps.281,106 
Income tax        
Net income for the period  Ps.313,983   Ps.281,106 

 

Statement of Cash Flows (Parent Company only)

 

   September 30,  September 30,
   2015  2014
Changes in cash and cash equivalents          
Cash and cash equivalents at the beginning of the year  Ps.1,657   Ps.40,380 
Cash and cash equivalents at the end of period  Ps.107,782    86,154 
Net increase in cash and cash equivalents  Ps.106,125   Ps.45,774 
           
Cash flow from operating activities          
Operating expenses paid  Ps.(20,930)  Ps.(18,456)
Dividends received   21,850    16,150 
Other operating expenses paid    (7,657)   (2,495)
Net cash used in operating activities  Ps.(6,737)  Ps.(4,801)
           
Cash flow from investing activities          
Proceeds from premises and equipment  Ps.190   Ps.327 
Increase in long-term investments   (26,531)   (3,740)
Net cash used in investing activities  Ps.(26,341)  Ps.(3,413)
           
Cash flow from financing activities          
Dividends paid   (7.385)   (8.342)
Financing received   134,906    68,949 
Net cash provided by financing activities  Ps.127,521   Ps.60,607 
Net financial income from holdings of cash and cash equivalents   11,682    (6,619)
Net increase in cash and cash equivalents  Ps.106,125   Ps.45,774 

 

 F-45 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

   September 30,  September 30,
   2015  2014
Cash and due from banks   1,226    32,934 
Short Term Investments   106,556    53,220 
Cash and cash equivalents  Ps.107,782   Ps.86,154 

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

   September 30,  September 30,
   2015  2014
Cash and due from banks      
As per the Balance sheet  Ps.1,226   Ps.32,934 
As per the Statement of cash flows  Ps.1,226   Ps.32.934 
           
Short term investments          
As per the Balance sheet  Ps.106,556   Ps.53,220 
As per the Statement of cash flows  Ps.106,556   Ps.53,220 

 

31.Credit Line for Productive Investment

 

Pursuant to Communications “A” 5319 of the BCRA, financial institutions were required to offer a credit line directed to finance investment projects to purchase capital goods and/or to finance the construction of facilities to produce goods and/or services and to market goods (excluding inventories). These credit lines were required to reach in aggregate an amount equal to 5% of average deposits received from the non-financial private sector, at or before June 30, 2013. Communications “A” 5380, 5449, 5516 and 5600 further extended these requirements to new credit lines, with the last one being due on December 31, 2015. Banco Supervielle complied with these requirements within the due dates established by the BCRA, having disbursed Ps. 1,635 million in loans before September 30, 2015 and being in the process of granting and disbursing Ps. 1,497 million in new loans as of December 31, 2014.

 

32.Protection to users of financial services

 

On June 19, 2013, the BCRA issued Communication “A” 5460, granting a broad protection to consumers of financial services, including, among other aspects, the regulation of fees and commissions charged by financial institutions for services provided. Therefore, fees and charges must represent a real, direct and demonstrable cost and should have a technical and economic justification.

 

On June 10, 2014, the BCRA issued Communications “A” 5590, 5591 and 5592, through which it adopted a set of rules regarding the reference interest rate for personal loans and car loans granted to retail customers, that are not considered as micro, small and medium size companies. In addition, it established new rules regarding fees and charges for basic financial products and services, as defined by the BCRA. Beginning on the effective date of the rule, financial institutions must have prior authorization from the BCRA to implement increases to the cost of those services.

 

 F-46 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

 For the nine-month periods ended September 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

33.Adoption of the International Financial Reporting Standards

 

The National Securities Commission (“CNV”) has established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, whether because of their capital or their negotiable obligations, or because they have requested to be included in such system, for financial statements corresponding to fiscal years started as from January 1, 2012. The adoption of such standards is not applicable to the Company since the CNV exempts banks, insurance companies and companies that invest in banks and insurance companies. Therefore, due to the fact that Banco Supervielle is the Company’s main equity investment, a financial institution subject to the BCRA regulations, the Company continued following the valuation and disclosure criteria applied by Banco Supervielle for the presentation of the consolidated financial statements.

 

On February 12, 2014, the BCRA approved a convergence roadmap to IFRS for financial statements of institutions under its supervision, with an effective date for fiscal years commenced on January 1, 2018.

 

In March 2015, Banco Supervielle and Cordial Compañía Financiera’s Board of Directors approved an implementation plan, following the guidelines set up by the BCRA, that has a six-month period review and update.

  

 F-47 
 

 

 

GRUPO SUPERVIELLE S.A. AND SUBSIDIARIES

 

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  

    Page
     
Unaudited Consolidated Balance Sheet
as of June 30, 2015 and December 31, 2014
  F-49
     
Unaudited Consolidated Statement of Income
for the six-month periods ended June 30, 2015 and 2014
  F-52
     
Unaudited Consolidated Statement of Cash Flows
for the six-month periods ended June 30, 2015 and 2014
  F-54
     
Unaudited Consolidated Statement of Changes in Shareholders’ Equity
for the six-month periods ended June 30, 2015 and 2014
  F-56
     
Notes to the Unaudited Consolidated Financial Statements   F-57

   

 F-48 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet

As of June 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

  

   June 30,  December 31,
   2015  2014
ASSETS          
Cash and due from banks          
Cash   Ps.990,940   Ps.1,237,761 
Financial institutions and correspondents          
Argentine Central Bank    2,186,299    2,219,405 
Other local financial institutions    16,183    22,621 
Foreign    99,269    156,240 
Other    14,406    13,057 
   Ps.3,307,097   Ps.3,649,084 
Government and corporate securities (Note 5)          
Holdings of trading securities    717,699    98,656 
Unlisted Government securities    1    1 
Investments in listed corporate securities    53,966    173,715 
Securities issued by the Argentine Central Bank    1,687,376    735,708 
   Ps.2,459,042   Ps.1,008,080 
Loans (Note 6)          
To the non-financial public sector    10,568    12,666 
To the financial sector          
Other loans to domestic financial institutions    322    2,435 
Accrued interest, adjustments and exchange rate differences receivable    811    1,079 
           
To the non-financial private sector and foreign residents          
Overdrafts    1,427,073    993,284 
Promissory notes    5,077,166    5,583,705 
Mortgage loans    58,183    69,554 
Automobile and other secured loans    135,105    168,603 
Personal loans    5,377,590    3,631,840 
Credit card loans    4,264,433    3,688,328 
Foreign trade loans    647,145    579,941 
Other loans    299,626    213,251 
Accrued interest, adjustments and exchange rate differences receivable    380,028    357,844 
Documented interest    (194,156)   (287,605)
Other    (318)   (1,322)
Less: Allowances (Note 7)    (512,917)   (417,023)
   Ps.16,970,659   Ps.14,596,580 
Other receivables from financial transactions (Note 8)          
Argentine Central Bank    287,368    204,542 
Amounts receivable for spot and forward sales pending settlement (Note 8)   719,257    42,728 
Securities receivable under spot and forward purchases pending settlement
(Note 8)
   134,777    192,041 
Unlisted corporate bonds    202,131    191,372 
Balances from forward transactions without delivery of underlying asset pending settlement    164    46,895 
Other (Note 8)    1,398,309    1,591,255 
Less: Allowances (Note 7)    (5,032)   (5,221)
   Ps.2,736,974   Ps.2,263,612 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-49 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet - Continued

As of June 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

 

   June 30,  December 31,
   2015  2014
ASSETS (Continued)          
Receivables from financial leases          
Receivables from financial leases   Ps.807,185   Ps.583,215 
Accrued interest and adjustments pending collection   10,819    7,745 
Less: Allowances (Note 7)    (12,155)   (7,114)
   Ps.805,849   Ps.583,846 
Unlisted equity investments (Note 9)          
Other   4,647    4,644 
Less: Allowances (Note 13)    (173)   (173)
   Ps.4,474   Ps.4,471 
Miscellaneous receivables          
Minimum presumed income tax – Tax credit (Note 20)    6,243    6,370 
Other (Note 8)    389,720    397,503 
Less: Allowances (Note 13)    (24,277)   (21,059)
   Ps.371,686   Ps.382,814 
           
Premises and equipment, net (Note 10)   Ps.180,496   Ps.175,606 
           
Miscellaneous assets (Note 11)   Ps.509,246   Ps.348,934 
           
Intangible assets          
Goodwill (Note 12.1)    45,111    49,762 
Other intangibles (Note 12.2)    171,685    165,805 
   Ps.216,796   Ps.215,567 
           
Unallocated items    9,202    12,600 
           
Total Assets   Ps.27,571,521   Ps.23,241,194 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-50 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Balance Sheet - Continued

As of June 30, 2015 and December 31, 2014

(Expressed in thousands of Argentine pesos)

  

   June, 30  December, 31
   2015  2014
LIABILITIES          
           
Deposits          
Non-financial public sector   Ps.933,994   Ps.1,441,506 
Financial sector    176,384    150,817 
Non-financial private sector and foreign residents          
Current accounts    2,674,839    2,622,055 
Savings accounts    6,622,489    5,352,593 
Time deposits    8,796,484    6,651,006 
Investment accounts    265,861    75,750 
Other    467,913    456,453 
Accrued interest and exchange rate differences payable    181,933    142,550 
   Ps.20,119,897   Ps.16,892,730 
Other liabilities from financial transactions          
Argentine Central Bank – Other   2,215    1,031 
Banks and international institutions (Note 14)    110,900    53,640 
Unsubordinated negotiable obligations (Note 15)    933,220    628,332 
Amounts payable for spot and forward purchases pending settlement (Note 8)    134,445    200,482 
Securities to be delivered under spot and forward sales pending settlement (Note 8)    797,637    60,903 
Premium for options issued        483 
Loans from domestic financial institutions (Note 14)   472,023    405,902 
Balances from forward transactions without delivery of underlying asset pending settlement        113 
Other (Note 8)    1,203,581    1,420,202 
Accrued interest and exchange rate differences payable    22,188    15,716 
   Ps.3,676,209   Ps.2,786,804 
Miscellaneous liabilities          
Directors’ and Statutory Auditors’ fees    206    2,856 
Other (Note 8)    949,481    924,128 
   Ps.949,687   Ps.926,984 
           
Provisions (Note 13)    57,628    49,786 
Subordinated loan and negotiable obligations (Note 15)    783,477    735,462 
Unallocated items    105,148    87,692 
Non-controlling interests (Note 28)    58,959    54,750 
Total Liabilities  Ps.25,751,005   Ps.21,534,208 
           
SHAREHOLDERS’ EQUITY   1,820,516    1,706,986 
Total Liabilities and Shareholders’ Equity  Ps.27,571,521   Ps.23,241,194 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-51 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Income

For the six-month periods ended June 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

   June, 30
   2015  2014
Financial income          
           
Interest on loans granted to the financial sector    893    5,880 
Interest on overdrafts    249,363    139,227 
Interest on promissory notes    629,864    559,842 
Interest on mortgage loans    5,412    7,357 
Interest on automobile and other secured loans    19,030    28,770 
Interest on credit card loans    585,986    352,618 
Interest on financial leases   70,582    37,211 
Interest on other loans    1,012,163    629,956 
Interest on other receivables from financial transactions    14,802    7,575 
Income from government and corporate securities   278,740    344,717 
Income from options    483    1,506 
Consumer price index adjustment (“CER”)       339 
Exchange rate differences on gold and foreign currency    32,052    74,211 
Other    27,355    34,978 
   Ps.2,926,725   Ps.2,224,187 
           
Financial expenses          
Interest on current account deposits           
Interest on savings account deposits    2,086    1,400 
Interest on time deposits    976,715    759,191 
Interest on interbank loans (call money loans)    12,275    3,452 
Interest on other loans from the financial sector    53,195    51,715 
Interest on other liabilities from financial transactions   101,170    95,029 
Interest on subordinated obligations    38,069    30,427 
Other interest    15,164    15,784 
Consumer price index adjustment (CER)    143    256 
Contributions made to Deposit Insurance Fund    82,407    15,026 
Other (Note 19)    221,114    118,397 
   Ps.1,502,338   Ps.1,090,677 
           
Gross financial margin - gain   1,424,387    1,133,510 
           
Loan loss provisions   257,474    171,203 
           
Services fee income          
In relation to lending transactions    170,621    165,467 
In relation to deposits transactions    312,584    248,948 
Other commissions    33,344    25,710 
Other (Note 19)    741,011    548,386 
   Ps.1,257,560   Ps.988,511 
           
Services fee expense          
Commissions    163,418    143,352 
Other (Note 19)    184,782    113,234 
   Ps.348,200   Ps.256,586 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-52 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Income - Continued

For the six-month periods ended June 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

   June, 30
   2015  2014
Administrative expenses          
Personnel expenses   Ps.1,315,408   Ps.969,861 
Directors’ and statutory auditors’ fees    33,283    18,399 
Other professional fees    81,927    49,863 
Advertising and publicity    77,298    50,903 
Taxes    114,742    76,048 
Depreciation of bank premises and equipment    27,095    20,224 
Amortization of other intangibles    42,941    32,025 
Other operating expenses   272,392    210,993 
Other    41,342    24,868 
   Ps.2,006,428   Ps.1,453,184 
           
           
Subtotal - Income from financial transactions   Ps.69,845   Ps.241,048 
           
Income from insurance activities  Ps.71,806     
           
Miscellaneous income          
Results from equity investments   24    1,950 
Penalty interests    26,976    19,263 
Loans recovered and allowances reversed    28,130    32,585 
Other (Note 19)    60,043    24,548 
   Ps.115,173   Ps.78,346 
Miscellaneous losses          
Results from equity investments    19    1,414 
Penalty interests and charges paid to the Argentine Central Bank    141    21 
Loan loss provisions for miscellaneous receivables and other provisions    11,144    11,378 
Miscellaneous assets depreciation    3,304    187 
Amortization of goodwill    4,650    5,013 
Other (Note 19)    67,502    34,766 
   Ps.86,760   Ps.52,779 
           
Non-controlling interests   Ps.(4,209)  Ps.(5,603)
           
Income before tax   Ps.165,855   Ps.261,012 
           
Income tax (Note 20)   Ps.(44,940)  Ps.(91,233)
           
Net Income for the period   Ps.120,915   Ps.169,779 
           
Basic and diluted earnings per share    0.96    1.37 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-53 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Cash Flows

For the six-month periods ended June 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

   June 30,
   2015  2014
Changes in cash and cash equivalents          
Cash and cash equivalents at the beginning of the year  Ps.4,046,180   Ps.2,786,733 
Cash and cash equivalents at the end of the period (Note 3.20)   4,657,708    4,304,964 
Net increase in cash and cash equivalents  Ps.611,528   Ps.1,518,231 
Causes of changes in cash and cash equivalents          
Cash Flow from operating activities          
Net (payments)/collections related to:          
Government and corporate securities  Ps.(526,428)  Ps.(434,773)
Loans          
To the financial sector   3,274    (1,578)
To the non-financial public sector   3,086    2,957 
To the non-financial private sector and foreign residents   (63,191)   562,433 
Other receivables from financial transactions   464,972    875,780 
Receivables from financial leases   (115,710)   (151,816)
Deposits          
To the financial sector   25,567    (9,473)
To the non-financial public sector   (542,508)   189,921 
To the non-financial private sector and foreign residents   2,748,058    1,003,182 
Other liabilities from financial transactions          
Interbank loans (call money loans received)   (132,457)   (58,657)
Other (except for liabilities included in Financing Activities)   (465,675)   31,418 
Collections related to income from services   1,326,305    1,024,506 
Payments related to expenses for services   (377,063)   (283,922)
Administrative expenses paid   (1,847,340)   (1,307,450)
Payment of organization and development expenses   (41,514)   (22,448)
Net collections of penalty interest   26,976    19,263 
Differences deriving from court resolutions paid   (297)   (297)
Other collections related to miscellaneous income and losses   9,921    2,459 
Net collections / (payments) related to other operating activities   88,303    12,285 
Income tax/Minimum Presumed Income Tax paid   (117,084)   (67,348)
Net cash provided by operating activities  Ps.467,195   Ps.1,386,442 
Cash Flow from investing activities          
Net (payments) related to bank premises and equipment   (23,252)   (20,897)
Net payments related to miscellaneous assets   (173,879)   (19,724)
Other (payments) for investment activities       1,582 
Net cash used in investing activities  Ps.(197,131)  Ps.(39,039)

 

The accompanying notes are an integral part of these consolidated financial statements

  

 F-54 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Cash Flows - Continued

For the six-month periods ended June 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

   June 30,
   2015  2014
Cash Flow from financing activities          
Net (payments) / collections related to:          
Unsubordinated negotiable obligations  Ps.239,545   Ps.(8,040)
Argentine Central Bank   1,184    638 
International banks and institutions   56,702    79,308 
Subordinated loans and negotiable obligations   (37,395)   (28,441)
Financing received from Argentine financial institutions   39,206    (41,321)
Payment of dividends   (7,385)   (8,342)
Other collections from Financing Activities   (11,453)   (55)
Net cash (used in) / provided by financing activities  Ps.280,404   Ps.(6,253)
Financial income on cash and cash equivalents (including interest and monetary results)   61,060    177,081 
Net increase in cash and cash equivalents  Ps.611,528   Ps.1,518,231 

  

The accompanying notes are an integral part of these consolidated financial statements

 

 F-55 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Unaudited Consolidated Statement of Changes in Shareholders’ Equity

For the six-month periods ended June 30, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 

    Contribution from shareholders  Reserves      
    Capital Stock    Paid-in
Capital
  Sub-total  Legal  Other  Retained earnings  Total
Shareholders’ Equity
Balance at December 31, 2013  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.738,493   Ps.372,990   Ps.1,352,408 
Distribution of retained earnings by the shareholders’ meeting on April 30,2014                                   
Other Reserve                    364,648    (364,648)    
Dividend distribution                        (8,342)   (8,342)
Net Income for the period                        169,779    169,779 
Balance at June 30, 2014  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.1,103,141   Ps.169,779   Ps.1,513,845 
                                    
Balance at December 31, 2014  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.1,103,141   Ps.362,920   Ps.1,706,986 
Distribution of retained earnings by the shareholders’ meeting on April 30,2015                                   
Other Reserve                       355,535    (355,535)    
Dividend distribution                            (7,385)   (7,385)
Net Income for the period                            120,915    120,915 
Balance at June 30, 2015  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.1,458,676   Ps.120,915   Ps.1,820,516 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-56 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

 

1.     Business of the Company

 

Grupo Supervielle S.A. (“Grupo Supervielle”, the “Company” or the “Group”) is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing banking services, proprietary brand credit card services, personal loans, insurance and other services. The detail subsidiaries of the Company and respective ownership is included in Note 2.

 

2.     Basis of Consolidation

 

Grupo Supervielle’s consolidated financial statements as of June 30, 2015 and December 31, 2014 and for the six-month periods ended June 30, 2015 and 2014 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held by Grupo Supervielle in each of those companies’ capital stock are as follows:

 

   June 30,  December 31,
Issuing Company  2015  2014
Grupo Supervielle S.A.          
Banco Supervielle S.A. (“Banco”)   97.39%   97.39%
Cordial Compañía Financiera S.A. (“CCF”)   97.52%   97.52%
Cordial Microfinanzas S.A. (“Cordial”)   99.67%   99.67%
Sofital S.A.F. e II (“Sofital”)   95.03%   95.03%
Tarjeta Automática S.A. (“Tarjeta”)   99.68%   99.68%
Supervielle Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión  (“SAM”)   99.75%   99.75%
Espacio Cordial de Servicios S.A. (“ECS”)   99.75%   99.75%
Supervielle Seguros S.A. (“SS”)   99.75%   99.75%

  

Intercompany balances and transactions have been eliminated in consolidation.

 

3.    Significant Accounting Policies

 

The consolidated financial statements have been prepared in accordance with the rules of the Argentine Central Bank (“BCRA”) which prescribes the generally accepted accounting principles for all banks in Argentina (“Argentine Banking GAAP”), which differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 29) and from generally accepted accounting principles in the United States of America (“US GAAP”) (see Note 34).

 

For purpose of these consolidated financial statements, certain disclosures related to formal legal requirements for reporting in Argentina have been omitted since they are no required for SEC (Securities and Exchange Commission) reporting purposes. In addition, certain presentations and disclosures, including the statements of cash flows, have been included in the accompanying financial statements in Note 34 to comply with Regulation S-X of the SEC.

 

The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.

 

3.1   Presentation of Financial Statements in Constant Argentine Pesos

 

The consolidated financial statements have been prepared in constant monetary units, reflecting the overall effects of inflation through August 31, 1995. As from that date, in accordance with Argentine Banking GAAP and the requirements of the control authorities, restatement of the financial statements was discontinued until December 31, 2001. As from January 1, 2002, in accordance with Argentine Banking GAAP recognition of the effects of inflation has been resumed. In accordance with BCRA Communication “A” 3,921, inflation accounting was discontinued as from March 1, 2003.

 

 F-57 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.2   Foreign Currency

 

Assets and liabilities denominated in foreign currencies are converted into pesos using the period / year-end exchange rates. Transactions denominated in foreign currencies are translated into local currency at the prevailing exchange on the date of transaction settlement. Foreign exchange differences were recorded in the statement of income for each period / year in the caption “Exchange rate differences on gold and foreign currency”

 

3.3   Gold

 

Gold has been valued at its market price at the period / year-end and converted into pesos using the year-end exchange rates.

 

3.4   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 to be held for trading purposes as defined under Argentine Banking GAAP.

 

Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as “Income from government and corporate securities” in the accompanying statement of income.

 

Government Securities

 

Argentine Banking GAAP establishes two categories in which banks should classify Argentine government securities, according to the purpose of the relevant assets. The Group recognizes the securities as follows:

 

a) Securities measured at fair value: These securities, that have an active market in accordance with Central Bank rules, have been valued at their market price at period / year-end and converted into pesos following the procedure described in Note 3.2. Realized and unrealized exchange gains and losses are recorded in financial income for each period / year. Changes in fair value of these securities are recorded as financial income.

 

b) Securities measured at amortized cost: These securities, that do not have an active market in accordance with Central Bank rules, are valued at acquisition cost plus financial results accrued, exponentially applying the internal rate of return as per their issuance terms and conditions. The accruals of the internal rate of return mentioned above were recorded in the related consolidated statements of income.

 

Investments in listed corporate securities

 

These securities have been valued at their market price at each period / year-end. Changes in valuation of these securities are recorded as financial income for each period / year.

 

3.5   Interest Income (Expense)

 

Interest income and expense are recognized on an accrual basis using the straight-line method. For all lending and certain borrowing transactions in local and foreign currency 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.

 

 F-58 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Bank suspends the accrual of interest when the related loan is 90 days past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “medium risk” or below, under Argentine Central Bank´s classification rules. Accrued interest remains on the Bank´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

 

3.6   Loans

 

Loans are valued at amortized cost, plus interest accrued at each balance sheet date, net of allowances for loan losses, as described in note 3.7.

 

3.7   Allowances for Loan Losses

 

Allowances for loan losses are recognized considering the evaluation of the debt repayment capacity, the degree of debtors’ compliance and the guarantees securing the respective transactions, following the regulations on Debtor Classification and Minimum Loan Loss Risk Allowances issued by the BCRA.

 

3.8  Other receivables and liabilities from financial transactions

 

- Amounts receivable for spot and forward sales pending settlement: These receivables have been valued at their agreed settlement value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value (premium) was accreted into income during the period held. The securities and/or foreign currency to be delivered were valued as stated on note 3.4, and recorded as Securities to be delivered under spot and forward sales pending settlement within “Other liabilities from financial transactions”.
   
- Securities receivable and to be delivered for spot and forward sales pending settlement: Securities and/or foreign currency to be received for purchases and to be delivered for sales, are valued following the procedure described in Note 3.2.
   
- Unlisted corporate bonds: Have been valued at acquisition cost plus accrued interest at period / year-end.
   
- Other receivables not included in the Debtor Classification Regulations: This caption includes participation certificates issued by trusts and investments in mutual funds. Participation certificates issued by trusts have been accounted for under the equity method, and debt securities issued by trusts in pesos and in foreign currency been accounted for at cost plus accrued interest. Investments in mutual funds have been accounted for at fair value, using market prices at each balance sheet date. Changes in valuation are recognized in the statement of income.
   
- Premiums for options issued: are valued at their market value at period / year-end. Changes in valuation were recorded in financial income for each period / year.
   
  Assets in guarantee of the options operations are represented by cash and securities that are recorded under Miscellaneous receivables-Others. These securities were valued at their market value at period / year-end. Changes in the valuation of such securities were recorded in financial income for each period / year.
   
- Banks and international institutions and subordinated negotiable obligations: Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

 

 F-59 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.9   Receivables from financial leases

 

The receivable from financial leases were valued at the discounted value of the sum of minimum installments pending collection (excluding any contingent installments), the residual value and the purchase options. Interests earned on these receivables are recognized as financial income.

 

3.10 Provisions for Contingencies

 

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.

 

3.11 Unlisted equity investments

 

Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Investments in which the Group does not exercise significant influence are accounted for at cost.

 

Unlisted equity investments in other companies were valued as follows:

 

In Argentine non-controlled entities carrying out supplementary authorized activities:

 

Investments in Provincanje S.A., Mercado Abierto Electrónico S.A., Sedesa, Argencontrol S.A., Compensadora Electrónica S.A. Mendoza Fiduciaria S.A., Cuyo Aval S.G.R., ACH S.A., Garantizar S.G.R., Campo Aval S.G.R., Los Grobo S.G.R., Vínculos S.G.R. y Afianzar S.G.R. were valued at cost, adjusted for inflation where applicable, as indicated in note 3.1, with the limit of their respective equity value calculated based on the latest financial statements of the issuers available at period / year-end.

 

In other Argentine controlled companies:

 

The investment in Viñas del Monte S.A. (“Viñas del Monte”) was valued at cost.

 

In other Argentine non-controlled companies:

 

The investment in San Luis Trading S.A. was valued at cost, adjusted for inflation as indicated in note 3.1.

 

In other foreign non-controlled companies:

 

The equity investment in SWIFT was valued at cost.

 

3.12 Premises and Equipment and Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1., less the corresponding accumulated depreciation.

 

 F-60 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Depreciation is calculated following the straight-line method over the following estimated useful lives:

  

  Buildings   50 years
  Furniture and facilities   10 years
  Machinery and equipment   5 years
  Vehicles   5 years
  Other   5 years

 

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

 

The recorded value of these assets does not exceed their estimated recoverable value.

 

3.13 Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1, less accumulated depreciation, calculated following the straight-line method over the estimated useful lives of the assets. The recorded value of these assets does not exceed their estimated recoverable value. (See note 11).

 

3.14 Intangible Assets

 

Other intangibles

 

Other intangibles consist of computer software costs and leasehold improvements and have been valued at cost, less accumulated amortization.

 

Amortization of leasehold improvements is calculated following the straight-line method over the shorter of the life of the improvement or the remaining lease term. Amortization of computer software cost is calculated following the straight-line method over a 5 year period.

 

Goodwill

 

Represents the excess of the acquisition cost over the value assigned to businesses acquired. Goodwill is amortized following the straight-line method over estimated useful lives, not exceeding 10 years.

 

3.15 Severance and vacation

 

Severance costs are expensed in the period in which the termination terms are agreed with the employees.

 

Vacations are expensed as paid.

 

3.16 Deposits

 

Deposits are valued at amortized cost. For deposits denominated in foreign currency, the procedure described in Note 3.2 is applied.

 

 F-61 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.17 Subordinated Negotiable Obligations

 

Subordinated Negotiable Obligations are valued at amortized cost plus accrued interest using the internal rate of return.

 

3.18 Shareholders’ Equity

 

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 3.1, except for the “Capital Stock” account, which has been stated at their original values. The adjustment stemming from the restatement of these accounts has been capitalized.

 

3.19 Minimum Presumed Income Tax and Income Tax

 

Income tax is calculated at the rate of 35% on the tax result for all the periods presented. Argentine Banking GAAP does not require the recognition of the effects of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera are recognized on the basis of amounts due in accordance with Argentine tax regulations.

 

Minimum presumed income tax, established by Law No. 25,063, complements income tax since while the latter is assessable on the taxable profit for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of 1%; the Entity’s tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

 

The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider 20% of their taxable assets as the taxable basis for calculation of the minimum presumed income tax, after deducting those defined as non-computable assets.

 

3.20 Cash and Cash Equivalents

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

   June 30,
   2015  2014
Cash and due from banks  Ps.3,307,097   Ps.3,335,141 
Securities issued by the BCRA – listed   1,120,549    715,521 
Holdings of trading securities   60,810    205,332 
Investments in mutual funds   169,252    48,716 
Time deposits – less than 90 days       254 
Cash and cash equivalents   Ps.4,657,708   Ps.4,304,964 

 

 F-62 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

   June 30,
   2015  2014
Cash and due from banks          
As per the Balance sheet  Ps.3,307,097   Ps.3,335,141 
As per the Statement of cash flows  Ps.3,307,097   Ps.3,335,141 
Government and corporate securities          
Securities issued by the BCRA          
As per the Balance sheet  Ps.1,687,376   Ps.1,222,519 
BCRA bills and notes – unlisted  Ps.(566,827)  Ps.(506,998)
As per the Statement of cash flows  Ps.1,120,549   Ps.715,521 
Holdings of trading securities          
As per the Balance sheet  Ps.717,699   Ps.607,999 
Investments in unapplied listed corporate securities  Ps.(656,889)  Ps.(402,667)
As per the Statement of cash flows  Ps.60,810   Ps.205,332 
Other receivables from financial transactions          
Other receivables not included in the debtor classification regulations
Financial trust Participation Certificates, Financial trust Debt Securities and other (see Note 8)
 
 
 
Ps.
 
1,121,353
 
 
 
 
 
Ps.
 
1,046,801
 
 
Other assets  Ps.(952,101)  Ps.(998,084)
As per the Statement of cash flows  Ps.169,252   Ps.48,716 
Acceptances, certificate of deposits and time deposits less than 90 d.          
Other (See Note 8)       Ps. 161,189 
Other financings       (1,360)
Accrued commissions       (23,708)
Time deposits not considered cash equivalent       (4,207)
Other assets       (131,660)
As per the Statement of cash flows      Ps.254 

  

3.21 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 the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates include those required for the accounting of the allowance for loan losses, the recoverable value of assets and the provisions for contingencies, among others. Actual results could differ from those estimates.

 

3.22 Impairment of long-lived assets

 

The Group periodically evaluates the carrying value of its long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired by the Group when the expected cash flows, discounted and without interest cost, from such an asset, is less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Previously recognized impairment loss is only reversed when there is a subsequent change in estimates used to compute the fair value of the asset. In that event, the new carrying amount of the asset should be the lower of its fair value or the net carrying amount the asset would have had if no impairment had been recognized.

 

 F-63 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

4.     Restricted Assets

 

At June 30, 2015 and December 31, 2014, the following Group’s assets are restricted:

 

   June 30,  December 31,
Item  2015  2014
Other receivables from financial transactions          
Special guarantee accounts in BCRA (a)  Ps.287,368   Ps.201,288 
Others   284    286 
Total  Ps.287,652   Ps.201,574 
           
Miscellaneous receivables          
Trust Guarantee deposits  Ps.13,183   Ps.23,355 
Guarantee deposits for Forward Exchange Operations   3,751    31,410 
Guarantee deposits for options issued       1,770 
Guarantee deposits for Credit cards   75,066    56,136 
Other guarantee deposits   5,837    13,163 
Total  Ps.97,837   Ps.125,834 

 

(a)Includes the special accounts balances as security for activities related to automated clearing house

 

5.Government and Corporate Securities

 

Government and corporate securities consist of the following:

 

   June 30,  December 31,
   2015  2014
Holding of Government Securities          
Measured at fair value   Ps.717.699   Ps.98,656 
Measured at amortized cost    1    1 
Total   Ps.717.700   Ps.98,657 
           
Securities issued by the BCRA          
Measured at fair value    445,335    319,151 
Measured at amortized cost    566,827    378,717 
Securities received by repurchase agreements    675,214    37,840 
Total   Ps.1,687,376   Ps.735,708 
           
Investment in listed corporate securities          
Argentine shares    22,910    82,558 
Foreign shares   31,056    91,157 
Total   Ps.53,966   Ps.173,715 
           
Total government and corporate securities   Ps.2,459,042   Ps.1,008,080 

 

As of December 31, 2014, Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps. 79,328 and were recorded under the caption “Other Receivables resulting from financial transactions”. As of June 30, 2015, there weren´t outstanding operations.

 

 F-64 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The maturities as of June 30, 2015, of government and corporate securities were as follows:

 

 

   Carrying value 

Within

1 year

  After 1 year but within 5 years  After 5 years
                
Listed Government Securities   Ps.    717,699    267,514    428,288    21,897 
Unlisted Government Securities        1    1    —      —   
Securities issued by the BCRA        1,687,376    1,687,376    —      —   
    Ps.    2,405,076    1,954,891    428,288    21,897 

 

 

6.Loans

 

The Group’s lending activities 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 foreign residents:

 

Overdrafts – short-term obligations drawn on by customers through overdrafts of current accounts.

 

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.

 

Automobile and other secured loans – loans where collateral is pledged as an integral part of the loan document.

 

Personal loans – loans to individuals.

 

Credit card loans – loans to credit card holders.

 

Foreign Trade loans – loans to exporters / importers.

 

Government securities loans – loans where government securities are exchanged.

 

Other – includes mainly short-term loans for export prefinancing and financing.

 

 F-65 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of June 30, 2015 and December 31, 2014, the classification of the Group’s loan portfolio pursuant to BCRA regulations was as follows:

 

   June 30,  December 31,
   2015  2014
       
Non-financial public sector  Ps.10,568   Ps.12,666 
Financial sector (Argentine)   1,133    3,514 
Non-financial private sector and foreign residents   17,471,875    14,997,423 
Commercial          
- With self-liquidating preferred guarantees   357,721    342,107 
- With other preferred guarantees   1,010,495    1,096,450 
- Without preferred guarantees   6,722,328    6,158,205 
Consumer          
- With self-liquidating preferred guarantees   47,101    30,552 
- With other preferred guarantees   197,616    234,974 
- Without preferred guarantees   9,136,614    7,135,135 
Subtotal   17,483,576    15,013,603 
Less: Allowance (Note 7)   (512,917)   (417,023)
Total  Ps.16,970,659   Ps.14,596,580 

 

“Self-liquidating preferred guarantees” consist mainly of cash collateral, gold collateral, warrants over primary products and other forms of collateral of self-liquidation.

 

“Other preferred guarantees” consist, in general, of mortgages and other forms of collateral pledged to secure the loan amount.

 

“Without preferred guarantees” consist, in general, of unsecured third-party guarantees.

 

The following industry segments comprised the most significant loan concentrations as of June 30, 2015 and December 31, 2014:

 

   June 30,  December 31,
   2015  2014
       
Financial Sector    1.9%   2.1%
Services    6.0%   5.3%
Primary Products    8.4%   10.5%
Consumer    59.4%   53.4%
Retail Trade    1.5%   3.6%
Construction    7.5%   6.3%
Manufacturing    7.9%   10.0%
Other    7.4%   8.8%

 

Substantially all of Group´s operations, property and customers are located in Argentina. Therefore, the performance of loan portfolio, financial condition and the results of its operations depend primarily on the macroeconomic and political conditions prevailing in Argentina.

  

 F-66 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

7.Allowance for Loan Losses

 

The activity in the allowance for loan losses (which includes the allowances for loans, for other receivables from financial transactions and for receivables from financial leases) for the six-month period ended June 30, 2015 and the year ended December 31, 2014, was as follows:

 

   June 30,  December 31,
   2015  2014
Balance at beginning of year   Ps.(429,358)  Ps.(353,756)
Provision charged to income    (257,474)   (356,509)
Write-offs and reversals    156,728    280,907 
Balance at end of year   Ps.(530,104)  Ps.(429,358)

 

The Group has entered into certain renegotiations with customers. The Group 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.

 

8.Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities

 

The composition of other receivables from financial transactions, by type of guarantee, as of June 30, 2015 and December 31, 2014 was as follows:

 

   June 30,  December 31,
   2015  2014
Preferred guarantees, including deposits with BCRA  Ps.287,368   Ps.204,542 
Unsecured    2,454,638    2,064,291 
Allowance    (5,032)   (5,221)
   Ps.2,736,974   Ps.2,263,612 

 

The breakdown of the caption “other” included in “Other receivables from financial transactions” in the balance sheet was as follows:

 

   June 30,  December 31,
   2015  2014
Other receivables not included in the debtor classification regulations          
Financial Trust Participation Certificates  Ps.585,087   Ps.612,676 
Financial Trust Debt Securities   360,011    696,563 
Other   176,255    50,570 
Other payments by third parties       4,380 
Other financing   26,351    22,271 
Accrued commissions receivable   137,871    98,502 
Other   112,734    106,293 
   Ps.1,398,309   Ps.1,591,255 

 

 F-67 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The breakdown of the caption “other” included in “Other liabilities from financial transactions” in the balance sheet was as follows:

 

   June 30,  December 31,
   2015  2014
       
Collections and other operations on behalf of third parties  Ps.550,071   Ps.668,958 
Sundry (payment orders abroad)   81,958    133,063 
Other withholdings and collection   259,267    216,962 
Social security payment orders pending settlement   195,746    247,171 
Liabilities for financing of purchases   27,278    2,097 
Other   89,261    151,951 
   Ps.1,203,581   Ps.1,420,202 

  

The breakdown of the caption “other” included in “Miscellaneous receivables” in the balance sheet was as follows:

 

   June 30,  December 31,
   2015  2014
       
Guarantee deposits  Ps.80,982    124,021 
Sundry debtors   165,092    159,208 
Payments in advance   80,897    64,605 
Tax advances   39,539    20,793 
Loans to employees   12,512    26,799 
Other   10,698    2,077 
   Ps.389,720   Ps.397,503 

 

The breakdown of the caption “other” included in “Miscellaneous liabilities” in the balance sheet was as follows:

397

 

   June 30,  December 31,
   2015  2014
       
Tax payable  Ps.250,358   Ps.272,388 
Payroll and social security   241,879    192,790 
Sundry creditors   275,905    320,671 
Collections in advance   116,069    77,756 
Other   65,270    60,523 
   Ps.949,481   Ps.924,128 

  

 F-68 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group enters into forward transactions related to government securities and foreign currencies. The Group recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows:

 

   June 30,  December 31,
   2015  2014
Amounts receivable from spot and forward sales pending settlement    719,257    42,728 
Receivables from repo transactions of government securities    628,699    34,483 
Receivable from spot sales of government and private securities pending settlement    26,885    4,719 
Receivables from spot sales of foreign currency pending settlement    9,801    692 
Receivables from other spot sales pending settlement    53,872    446 
Receivables from forward sales of government securities pending Settlement        2,388 
Securities and foreign currency receivable from spot and forward purchases pending settlement    134,777    192,041 
Spot purchases of government and private securities pending settlement    132,417    45,685 
Spot purchases of foreign currency pending settlement    946    876 
Forward purchases of securities under repo transactions        79,328 
Other spot purchases pending settlement    1,414    66,152 
Amounts payable for spot and forward purchases pending settlement    134,445    200,482 
Payables for spot purchases of government securities pending Settlement    132,320    45,680 
Payables for spot purchases of foreign currency pending settlement    735    636 
Payables for forward purchases of securities under repo transactions        79,313 
Other payables for spot purchase pending settlement    1,390    74,853 
Securities and foreign currency to be delivered under spot and forward sales pending settlement    797,637    60,903 
Forward sales of government securities under repo transactions        38,013 
Spot sales of government and private securities pending settlement    724,922    4,950 
Spot sales of foreign currency pending settlement    21,914    15,325 
Forward sales of government securities pending settlement        2,384 
Other forward sales pending settlement    50,801    231 

 

These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in Note 3.8).

 

Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statements of income of each year.

 

9.Unlisted equity Investments

 

Equity investments in other companies consisted of the following as of June 30, 2015 and December 31, 2014:

 

   June 30,  December 31,
   2015  2014
In Complementary and authorized activities          
Mercado Abierto Electrónico S.A.  Ps.61   Ps.61 
SEDESA S.A.   36    33 
Argencontrol S.A.   25    25 
Compensadora Electrónica S.A.   33    33 
Provincanje S.A.   684    684 
Total equity investments in Complementary and authorized activities  Ps.839   Ps.836 
           
In Non-financial Institutions          
Viñas del Monte S.A.   3,670    3,670 
San Luis Trading S.A.   51    51 
SWIFT S.A.   1    1 
Other   86    86 
Total equity investments in non-financial institutions  Ps.3,808   Ps.3,808 
Less: Allowances (Note 13)  Ps.(173)  Ps.(173)
Total Equity investments  Ps.4,474   Ps.4,471 

 

 F-69 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

10.Premises and Equipment, net

 

The major categories of premises and equipment as of June 30, 2015 and December 31, 2014 were as follows:

 

      
   Estimated
Useful life
(years)
  June 30,
2015
  December 31, 2014
Land and Buildings     50     Ps.       31,517   Ps.32,279 
Furniture and facilities    10    46,354    37,168 
Machinery and equipment    5    87,065    89,392 
Vehicles    5    15,435    16,603 
Others         125    164 
Total        Ps.      180,496   Ps.175,606 

 

Depreciation expense was Ps. 27,095, and Ps. 20,224 as of June 30, 2015 and 2014 respectively.

 

11.Miscellaneous Assets

 

Miscellaneous assets consisted of the following as of June 30, 2015 and December 31, 2014:

 

   Estimated
Useful life
(years)
  June 30,
2015
  December 31, 2014
Construction in progress      Ps.54,879   Ps.49,513 
Advances for purchase of assets        62    5,088 
Stationery and office supplies        10,585    13,390 
Works of art        2,459    2,326 
Foreclosed assets         340    343 
Others miscellaneous assets (a)    50    440,921    278,274 
        Ps.509,246   Ps.348,934 

 

  (a) Corresponds mainly to an acquisition for a total of Ps.237 million of eight office units and forty parking spaces for a probable future reallocation of its staff on December 31, 2014 and an acquisition for a total of Ps.165 million of four office units on June 30, 2015.
     
  (b) Depreciation expense was Ps. 3,304, and Ps. 187 as of June 30, 2015 and 2014 respectively.

 

 F-70 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

12.Intangible Assets

 

12.1 Goodwill

 

As of June 30, 2015 and December 31, 2014 goodwill breakdown is as follows:

 

    Estimated
Useful life
(years)
  June 30,
2015
  December 31, 2014
Goodwill for the purchase of Banco Regional de Cuyo S.A., net of accumulated amortization     10       12,335     Ps. 14,060  
Goodwill for the purchase of Cordial Compañía Financiera, net of accumulated amortization     10       31,383     Ps. 34,037  
Goodwill for the purchase of Supervielle Seguros S.A., net of accumulated amortization     10       1,393     Ps. 1,665  
Total             45,111     Ps. 49,762  

 

12.2 Other Intangible Assets

 

As of June 30, 2015 and December 31, 2014, the organization and development costs breakdown is as follows:

 

   Estimated
useful life
(years)
  June 30,
2015
  December 31, 2014
Cost from information technology projects (a)    5    106,893   Ps.99,484 
Other capitalized cost (b)   5    64,792    66,321 
Total         171,685   Ps.165,805 

 

(a) Under Central Bank rules, the Bank records as expense software cost relating to preliminary application development and post implementation stages of software development.

 

(b) Under Central Bank rules, the Bank records cost inherent to the improvements in building leased.

 

Amortization expense of goodwill and other intangible assets was Ps. 47,591 and Ps. 37,038 as of June 30, 2015 and 2014, respectively, which was recorded in Administrative expenses and miscellaneous losses.

 

13.Allowances and Provisions

 

Allowances on other assets and provisions as of June 30, 2015 and December 31, 2014 were as follows:

 

   June 30,  December 31,
   2015  2014
       
Allowances against asset accounts:          
Unlisted equity investments (a)   Ps.173   Ps.173 
Miscellaneous receivables, for collection risk (b)    24,277    21,059 
   Ps.24,450   Ps.21,232 
Provisions:          
For contingent commitments    1,017    1,017 
Other contingencies (c)    56,611    48,769 
Total Provisions   Ps.57,628   Ps.49,786 

 

(a) Includes the estimated losses due to the excess of the cost over the equity method in equity investments.

 

(b) Based upon an assessment of debtors’ performance, the economic and financial situation and the collateral securing their respective obligations.

 

(c) Includes the estimated amounts payable under lawsuits against the Group and other contingences.

 

 F-71 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

14.Other Liabilities from Financial Transactions - Banks and International Institutions, and Loans from Domestic Financial Institutions

 

The Group borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

   June 30,  December 31,
   2015  2014
Description          
Banks and International Institutions          
Contractual long-term liabilities   Ps.   Ps. 
Contractual short-term liabilities   Ps.110,900   Ps.53,640 
Total Banks and International Institutions   Ps.110,900   Ps.53,640 
Loans from Domestic Financial Institutions          
Contractual long-term liabilities   Ps.43,638   Ps.27,331 
Contractual short-term liabilities  Ps.428,385   Ps.378,571 
           
Total Loans from Domestic Financial Institutions   Ps.472,023   Ps.405,902 
TOTAL   Ps.582,923   Ps.459,542 

 

As of June 30, 2015 maturities of the above long-term loans for each of the fiscal years 2016 through 2019 and thereafter were as follows:

 

Contractual long-term Liabilities        
2016   Ps. 3,873  
2017     14,567  
2018     14,473  
019     10,515  
Thereafter      210  
    Ps. 43,638  

 

15.Other Liabilities from Financial Transactions - Unsubordinated and Subordinated Negotiable Obligations

 

15.1 Unsubordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 

   Issue date  Maturity date  Annual interest rate  June 30,
2015
  December 31,
2014
Short-Term                         
Grupo Supervielle   11/5/13    5/5/15    Badlar +Spread 4.08%   Ps.    51,717 
Grupo Supervielle   1/31/14    7/31/15    Badlar +Spread 4,70%   Ps.74,427    74,259 
Grupo Supervielle   1/31/14    1/31/19    Badlar +Spread 6.25%   Ps.2,356    2,383 
Grupo Supervielle   5/13/14    11/13/15    Badlar +Spread 3.85%   Ps.39,294    39,082 
Grupo Supervielle   5/13/14    5/13/16    Badlar +Spread 4.65%   Ps.84,223    2,317 
Grupo Supervielle   9/23/14    3/23/16    Badlar +Spread 3.25%   Ps.81,210     
Grupo Supervielle   1/23/15    1/23/16    28.5%  Ps.133,506     
Grupo Supervielle   1/23/15    7/23/16    Badlar +Spread 4.8%   Ps.505     
Grupo Supervielle   5/20/15    11/21/16    Mixed   Ps.3,499     
Cordial Compañía Financiera   10/3/13    4/3/15    Badlar +Spread 4.99%   Ps.    72,405 
Cordial Compañía Financiera   2/21/14    8/21/15    Badlar +Spread 5.0%   Ps.26,945    53,889 
Cordial Compañía Financiera   8/15/14    2/15/16    Badlar +Spread 3.75%   Ps.147,222     
Cordial Compañía Financiera   5/14/15    5/14/16    29.0%  Ps.145,980     
Total short-term liabilities                 Ps.739,167   Ps.296,052 
                          
Long-Term                         
Grupo Supervielle   1/31/14    1/31/19    Badlar +Spread 6.25%   Ps.22,551    22,446 
Grupo Supervielle   5/13/14    5/13/16    Badlar +Spread 4.65%   Ps.    81,667 
Grupo Supervielle   9/23/14    3/23/16    Badlar +Spread 3.25%   Ps.    80,945 
Grupo Supervielle   1/23/15    7/23/16    Badlar +Spread 4.8%   Ps.22,961     
Grupo Supervielle   5/20/15    11/21/16    Mixed   Ps.136,962     
Cordial Compañía Financiera   8/15/14    2/15/16    Badlar +Spread 3.75%   Ps.    147,222 
Cordial Compañía Financiera   5/14/15    11/14/16    Badlar +Spread 5.0%   Ps.11,579     
Total long-term liabilities                 Ps.194,053   Ps.332,280 
                  Ps.933,220    628,332 

 

As of June 30, 2015, interest and principal on all of the above debt securities were payable in Pesos.

 

 F-72 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Accrued interest on the above liabilities for Ps.33,773 and Ps. 22,327 as of June 30, 2015 and December 31, 2014 is included in “Unsubordinated negotiable obligations” under the caption “Other Liabilities from Financial Transactions” in the accompanying balance sheet.

 

15.2 Subordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding subordinated negotiable obligations at the dates indicated were as follows:

 

   Issue date  Maturity
date
  Annual interest rate  June 30,
2015
  December 31,
2014
Subordinated Negotiable obligations                         
Banco Supervielle   11/08/10   11/11/17   11.375%   454,300    426,082 
Banco Supervielle   8/15/13   8/20/20   7.00%   206,511    193,997 
Banco Supervielle   11/14/14   11/18/21   7.00%   122,666    115,383 
Total long-term liabilities                 Ps.783,477   Ps.735,462 

 

As of June 30, 2015, interest and principal on all of the above debt securities and subordinated loan were payable in US Dollars.

 

Accrued interest on the above liabilities of Ps. 13,345 and Ps. 63,742 as of June 30, 2015 and December 31, 2014 is included under the caption “Subordinated Loan and Negotiable Obligations” in the accompanying balance sheet.

 

Subordinated loan and long-term negotiable obligations as of June 30, 2015 mature as follows:

 

2015    Ps.  
2016       
2017      454,300  
2018       
Thereafter     329,177  
    Ps. 783,477  

  

 F-73 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

16.Balances in Foreign Currency

 

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 

   June 30,  December 31,
   2015  2014
Assets:          
Cash and due from banks   Ps.653,293   Ps.1,009,082 
Government and corporate securities    548,357    114,760 
Loans    770,513    675,883 
Other receivables from financial transactions    216,610    246,954 
Receivables from financial leases    3,203    2,957 
Equity investments in other companies    1    1 
Miscellaneous receivables    50,086    52,602 
Unallocated items    247    205 
Total   Ps.2,242,310   Ps.2,102,444 
Liabilities:          
Deposits   Ps.678,315   Ps.659,872 
Other liabilities from financial transactions    295,480    215,059 
Miscellaneous liabilities    28    21 
Subordinated Negotiable Obligations    783,477    735,462 
Unallocated items    6,461    7,521 
Total   Ps.1,763,761   Ps.1,617,935 

 

17.Deposits and Interest-bearing Deposits with Other Banks

 

Interest-bearing Deposits with Other Banks:

 

a)Included in “Cash and Due from Banks” there are: (1) interest-bearing deposits with the BCRA totaling 2,186,299 and 2,219,405 as of June 30, 2015 and December 31, 2014, respectively; and (2) interest-bearing deposits in local and foreign banks totaling 115,452 and 178,861 as of June 30, 2015 and December 31, 2014, respectively.

 

b)Included in “Loans” there are: overnight bank interest-bearing deposits totaling 322 and 2,435 as of June 30, 2015 and December 31, 2014, respectively.

 

Deposits

 

The following table sets forth information regarding the maturity of deposits exceeding Ps.100,000 at June 30, 2015:

 

   At June 30, 2015
   (in thousands of Pesos)
Time Deposits   
Within 3 months    6,776,929 
After 3 months but within 6 months    414,068 
After 6 months but within 12 months    244,094 
Over 12 months    315 
Total Time Deposits(1)   7,435,406 

 

(1) Only principal.

 

 F-74 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

18.Transactions with Related Parties

 

The Group has granted loans to certain related parties including officers, equity-method investees and consolidated companies. Total loans outstanding as of June 30, 2015 and December 31, 2014, amounted to Ps. 125.415 and Ps. 161,782, respectively.

 

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

 

19.Breakdown of Captions Included in the Income Statement

 

   June 30,
   2015  2014
Financial Expense          
Other          
Turnover Tax   Ps.197,173   Ps.108,036 
Premium on repo transactions   Ps.20,090   Ps.9,462 
Forward transactions    3,769     
Other    82    899 
   Ps.221,114   Ps.118,397 

  

   June 30,
   2015  2014
Services fee income          
Other          
Commissions   Ps.655,513   Ps.484,228 
Income from Mutual Funds administration services    35,499    24,892 
Rentals from safety boxes    34,918    28,965 
Other    15,081    10,301 
   Ps.741,011   Ps.548,386 

 

    June 30,
    2015   2014
Service fee expense                
Other                
Expenses and promotions related to credit cards   Ps. 74,689     Ps. 27,143  
Turnover tax     89,441       68,960  
Other     20,652       17,131  
    Ps. 184,782     Ps. 113,234  

 

   June 30,
   2015  2014
Miscellaneous income          
Other          
Gains on premises and equipment and miscellaneous assets disposals   Ps.5,775   Ps.261 
Sales of products    4    325 
Rentals    12,902    738 
Other adjustments and interest of miscellaneous credits    4,167    4,315 
Charge of couriers    1,734    1,164 
Other   35,461    17,745 
   Ps.60,043   Ps.24,548 

 

 F-75 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   June 30,
   2015  2014
Miscellaneous losses          
Other          
Losses on quota refund   Ps.3,029   Ps.1,846 
Charges paid to National Social Security Administration (ANSES)    3,963    5,460 
Turnover tax    3,577    1,455 
Court resolutions paid    100    297 
Grants paid    3,685    1,675 
Other adjustments and interest of miscellaneous liabilities    2,055    209 
Losses related to fiduciary services    172    457 
Other    50,921    23,367 
   Ps.67,502   Ps.34,766 

 

20.Income Taxes

 

Income tax charge for six months periods ended June 30, 2015 and 2014 amounted to Ps. 44,940 and Ps. 91,233 respectively.

 

As of June 30, 2015 and December 31, 2014, the consolidated Group’s Minimum Presumed Income Tax (MPIT) available to credit against future income tax amounts to Ps. 6,243 and Ps. 6,370, respectively. Such MPIT expire over the following ten years.

 

21.Restrictions Imposed on the Distribution of Dividends

 

The distribution of retained earnings in the form of dividends is governed by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% of its net income to a legal reserve until the reserve equals to 20% of the company’s outstanding capital stock.

 

In addition, with regard to Banco Supervielle and Cordial Compañía Financiera the regulations in force at June 30, 2015 provide as follows:

 

a) 20% of the profits shown by the income statement for the fiscal year, plus - minus the adjustments to prior year results, minus the accumulated loss, if any, at the end of the preceding year, must be transferred to the Bank´s legal reserve.
   
b) No profits may be distributed or remitted prior to the approval of the results for the year and of the publication of the Bank´s annual financial statements.
   
c) All profit distributions must have the prior authorization of the Superintendency of Financial and Exchange Institutions of the BCRA, the intervention of which will be aimed at verifying the correct application of the procedures described in the regulations in force on this matter, issued by the BCRA. No distribution can be made unless the Computable Capital exceeds by at least 75% the Minimum Capital required by the BCRA.
   
d) Additionally, when calculating the excess capital used to determine a dividend proposal, entities must deduct 1% of risk weighted assets.

 

22.Capital Stock

 

As of June 30, 2015 the Group has outstanding 63,369,094 Ordinary Class “A”, nominated, non-endorsable shares, which are entitled to five votes per share and 59,516,170 Ordinary Class “B”, nominated and non-endorsable shares, which are entitled to one vote per share, and 1,600,000 Preferred shares with no voting rights.

 

Preferred shares gave the right to receive a preferred, non-cumulative, annual dividend which for the year ended on December 31, 2014 was of 4,685,000 pesos per share and is annually adjusted by a coefficient of 1 plus Badlar rate as of year-end. Preferred shares can only be withdrawn by decision of the Company’s shareholders, and holders of preferred shares do not have the option to put or convert these shares into cash.

 

 F-76 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Company is not subject to the minimum capital requirements established by the BCRA.

 

Pursuant to BCRA regulations, Banco Supervielle and Cordial Compañía Financiera must maintain a minimum capital, which is calculated by weighting the risks related to assets, bank premises and equipment, miscellaneous and intangible assets.

 

Under BCRA regulations, as of June 30, 2015 and December 31, 2014, the minimum capital requirements as applied to the Bank were as follows:

 

   Minimum Capital  Computable Capital  Computable Capital as a % of Minimum Capital
June 30, 2015    Ps.2,379,442   Ps.2,571,821   108.1 
December 31, 2014    Ps.2,105,923   Ps.2,337,326   111.0 
                  

As of June 30, 2015 and December 31, 2014, The Bank and CCF, met all capital adequacy requirements to which are subject.

 

23.Earnings per Share

 

Basic and diluted earnings per share are based upon the weighted average of common shares outstanding of Grupo Supervielle, which were 122,885,264 and 122,885,264 for the six month periods ended June 30, 2015 and 2014.

 

24.Contribution to the Deposit Insurance System

 

Law No. 24485 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. In January 2011, the amount was updated to Ps. 120. Later, in November 2014, through Communication “A” 5641, the BCRA increased this amount to Ps. 350.

 

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 Supervielle, 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 BCRA based on a daily survey conducted by it. Those deposits whose ownership has been acquired through endorsement and those deposits made as a result of incentives other than the interest rate are also excluded. 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 BCRA and the financial institutions, in the proportion determined by the BCRA based on the contributions made to the fund.

 

25.Financial Instruments with Off-Balance Sheet Risk

 

25.a. Credit-related financial instruments

 

The Group enters into various transactions involving off-balance sheet financial instruments. The instruments could be used in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Group 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-77 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans.

 

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for 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:

 

   June 30,  December 30,
   2015  2014
       
Standby letters of credit   Ps.61,966   Ps.53,396 
Guarantees granted   Ps.377,927   Ps.330,227 
Acceptances   Ps.15,221   Ps.20,202 

 

Standby letters of credit and guarantees granted are conditional commitments issued by the Group 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 Group may require counter-guarantees. These counter-guarantees are classified by type, as follows:

 

   June 30,  December 31,
   2015  2014
Preferred counter-guarantees    Ps.1,864,671   Ps.2,540,993 
Other counter-guarantees    Ps.5,093,037   Ps.4,175,796 
             

The Group accounts for checks drawn on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time as the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 

   June 30,  December 31,
   2015  2014
       
Checks drawn on other banks   Ps.1,036,593   Ps.675,173 
Bills and other items for collection   Ps.2,334,148   Ps.3,030,305 

 

25.b. Trust activities

 

See note 26

 

25.c. Derivative Financial Instruments

 

In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.

 

 F-78 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

These instruments include:

 

  Forwards and Futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument. Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.
  Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at a specific date and for a period in the future.
  Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

 

Pursuant to BCRA´s rules, forward transactions with delivery of underlying assets, must be recorded under “Other receivables from financial intermediation” and “Other liabilities from financial transactions” in the accompanying consolidated balance sheet and they are valued as mentioned in Note 3.8.

 

The following table shows, the notional value of options and outstanding forward and futures contracts as of June 30, 2015 and December 31, 2014:

 

   June 30,  December 31,
   2015  2014
Forward sales of foreign exchange without delivery of underlying assets  Ps.64,435   Ps.908,423 
Forward sales of gold without delivery of underlying assets    12,777    12,319 
Forward purchases of foreign exchange without delivery of underlying assets        1,136,606 
Call options written on stock        1,770 
Reverse repurchase agreements    697,782    37,840 
Repurchase agreements        79,328 

 

The following table shows, the income / (expenses) generated by derivatives financial instruments during the six month periods ended June 30, 2015 and 2014:

 

   June 30,  June 30,
   2015  2014
Forward transactions results   Ps.6,148   Ps.1,565 
Interest rate swaps        501 
Call options written on stock    483    1,506 
Reverse repurchase agreements    2,792    6,001 
Repurchase agreements    (20,090)   (9,462)

 

26.Financial Trusts and Mutual Funds

 

a) Financial Trusts

 

The Group acts as trustee or settler in financial trusts.

 

 F-79 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

I) As Trustee

 

The following are the financial trusts where the Group acts as trustee at year-end:

 

Financial trust Banex Créditos IV

 

Trustee: Banco Supervielle

 

- Banex Asset-Backed Securities Program

  

Financial Trust   Trustee   Set up on   Assets assigned in trust   Value initially assigned in trust   Securities issued and last maturity (1)   Observation   Holdings – book value
Fideicomiso Financiero Banex Créditos IV   Banco Supervielle S.A.   3/19/2004   Personal loans   Ps. 30,012   VDFA
NV$ 21,000
Due: 01/20/05
VDFB
NV$ 6,000
Due: 04/20/05
CP
NV$ 3,000
Due: 04/20/07
  In liquidation     —

 

(1) VDFA means Senior Debt Securities, VDFB means Subordinated Debt Securities and CP means Certificates of Participation

 

Guarantee management trusts

 

Trustee: Banco Supervielle

 

Trust   Indenture executed on   Trustee substitution date   The principal obligation expires on   Original Principal amount Ps.   Principal balance Ps.   Beneficiaries   Settlers
Hoteles Accor / Torre Bencich   01/07/2004     1/07/2021       Hoteles Accor de Argentina S.A.   NSB S.A.
Credimas   1/11/2013     2/25/2016   14,000   9,940   Banco Supervielle S.A.   Credimas S.A.
Rafael G Albanesi S.A.   7/23/2014   3/31/2011   10/25/2016   10,000   7,337   Banco Supervielle S.A.   Rafael G Albanesi S.A.

 

The Group acts also as trustee in the following trusts:

 

- Fideicomiso Mendoza, in liquidation phase, since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded, mainly originating from the exclusion of assets, as of June 30, 2015 increased in the amount of Ps. 13,214 and have been backed by assets in trust (loans, other miscellaneous receivables and other financial assets) in the amount of Ps. 429. This trust will be liquidated following the procedures established by Law 24,441.
   
- Lujan Trust: the term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, only the final deregistration in tax matters is still pending.

 

II) As Settler

 

The Group transfers portions of their loan portfolio to special purpose trusts that fund the purchase by issuing securities that are sold to third parties, thereby creating an additional source of funding for operations.

 

In the case of the securitization transactions arranged by the Group, the trustee typically issues senior bonds, subordinated bond and participation certificates, and places the senior bonds and a portion of the subordinated bonds and participation certificates in the Argentine capital markets.

  

 F-80 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following are the financial trusts where the Group acts as settler at period-end:

 

Publicly offered and listed financial trusts

 

Supervielle Leasing Financial Trust

 

Assets assigned in trust: Collection rights on lease agreements

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in trust (Ps.)   Securities issued and last maturity (2)   Holdings – book value Ps. as of June 30, 2015
Serie 9 (1)   8/21/2013   197,250   VDF TFA
NV$ 116,377
Due: 4/20/15
VDF TVB
NV$ 36,491
Due: 2/22/2016
CP
NV$ 44,381
Due: 6/20/2018
  CP 56,730
Serie 10 (1)   6/5/2014   211,200   VDF TV
NV$ 147,833
Due: 8/22/16
  CP
NV$ 63,357
Due: 3/20/2019
  CP 71,092
Serie 11 (1)   9/26/2014   133,466   VDF TV
NV$ 93,426
Due: 3/20/17
  CP
NV$ 40,039
Due: 10/21/2019
  VDF TV 33,934
CP 41,506

 

(1) Securities issued under the Supervielle Confiance 3 program

 

Supervielle Créditos Financial Trust

 

Assets assigned in trust: Personal loans

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in trust (Ps.)   Securities issued and last maturity (4)   Holdings – book value Ps. as of June 30, 2015
Serie 76 (2), (3)   2/6/14   200,001   VDF TV
NV$ 232,500
Due: 04/20/16
CP
NV$ 17,500
Due: 11/21/16
    CP 22,603

Serie 77 (1), (3)   3/13/14   200,002   VDF TV
NV$ 232,500
Due: 03/21/16
CP
NV$ 17,500
Due: 12/20/16
  CP 41,323
Serie 78 (1), (3)   4/7/14   250,006   VDF TV
NV$ 232,500
Due: 06/20/16
CP
NV$ 17,500
Due: 03/20/17
  CP 41,309
Serie 80 (1), (3)   6/30/14   250,016   VDF TV
NV$ 232,500
Due: 07/20/16
CP
NV$ 17,500
Due: 02/20/17
  CP 35,898
Serie 81 (1), (3)   8/13/14   250,010   VDF TV
NV$ 232,500
Due: 09/20/16
CP
NV$ 17,500
Due: 06/20/17
  CP 43,031
Serie 82 (1), (3)   9/26/14   250,004   VDF TV
NV$ 232,500
Due: 09/20/16
CP
NV$ 17,500
Due: 06/20/17
  VDF TV 10,748
CP 24,976
Serie 83 (1), (3)   10/28/14   250,002   VDF TV
NV$ 232,500
Due: 02/20/17
CP
NV$ 17,500
Due: 09/20/17
  VDF TV 51,258
Serie 84 (1), (3)   11/21/14   250,003   VDF TV A
NV$ 232,500
Due: 03/20/17
CP
NV$ 17,500
Due: 12/20/17
  VDF TV 36,395
CP 24,742
Serie 85 (1), (3)   10/19/14   250,010   VDF TV
NV$ 232,500
Due: 09/20/16
CP
NV$ 17,500
Due: 09/20/17
  VDF TV 101,499
CP 25,294
Serie 86 (1), (3)   3/11/15   250,009   VDF TV
VN$ 232,500
Vto: 2/20/17
CP
VN$ 17.500
Vto: 10/20/17
  VDF TV 2,285
CP 24,339
Serie 87 (1), (3)   5/15/15   250,004   VDF TV
VN$ 245,000
Vto: 8/21/17
  VDF TV 44,584

 

(1) Securities issued under the Supervielle Confiance 3 program

(2) Securities issued under the Supervielle Confiance 4 program

(3) Personal loans originated, or subsequently acquired, by Banco Supervielle and granted to ANSES retirees and pensions, and San Luis provincial public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits

(4)VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

 

 F-81 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Supervielle Renta Inmobiliaria Financial Trust

 

Assets assigned in trust: Real estate and the proceeds from their rentals and/or sales

 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust   Set up on   Value initially assigned in trust   Securities issued and last maturity (2)   Holdings – book value Ps. as of June 30, 2015
Serie I (1)   11/8/2007   US$ 14,336    VDF NV US$ 10,035
Due: 11/5/17
 CP NV US$
4,300

Due: 11/5/17
  VDF 3,247 CP 30,276

 

(1) Securities issued under the Supervielle Confiance program

(2) VDF means Senior Debt Securities and CP means Certificates of Participation

 

Cordial Compañía Financiera Crédito Financial Trust

 

Assets assigned in trust: Personal Loans

 

Trustee: TMF Trust Company (Argentina) S.A.

  

      As of June 30, 2015
Financial trust  Set up on  Value initially assigned in trust (Ps.)  Value of Participation Certificates issued  Value of Debt securities issued
Serie VI   10/24/2014   230,270    41,259    37,058 
Serie VII   12/30/2014   60,739    12,115     
Serie VIII   6/23/2015   182,860    45,558     
  Total   98.932       37.058 

 

b) Mutual Funds

 

At June 30, 2015 and December 31, 2014, Banco Supervielle is the depository of the following Mutual Funds managed by Supervielle Asset Management.

 

Mutual Fund   Portfolio   Net worth   Number of units
  6/30/2015 Ps.   12/31/2014 Ps.   6/30/2015 Ps.   12/31/2014 Ps.   6/30/2015
Ps.
  12/31/2014 Ps.
Premier Renta C.P. Pesos     1,025,645       979,234       1,023,706       977,268       254,399,546       260,754,611  
Premier Renta Plus en Pesos     88,506       126,448       87,995       125,562       27,181,218       42,494,600  
Premier Renta Fija Ahorro     2,386,411       1,330,350       2,353,563       1,326,426       244,760,359       154,278,085  
Premier Renta Fija Crecimiento     220,721       178,272       200,738       177,918       43,983,473       43,258,961  
Premier Renta Variable     122,039       63,552       121,424       62,840       15,829,081       10,267,308  
Premier FCI Abierto Pymes     341,646       263,932       341,133       263,472       169,332,974       135,259,316  
Premier Commodities Agrarios     1,188       1,492       1,186       1,435       730,740       868,307  
Premier Capital     77,880       170,243       71,467       166,974       55,868,240       141,333,175  

 

 F-82 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

27.Loans and issuance of negotiable obligations

 

a. Loans from international agencies

 

Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO)

 

On December 20, 2007, Cordial Microfinanzas S.A. and FMO entered into a financing agreement, with Grupo Supervielle acting as guarantor of that transaction, whereby it received in February 2008 the equivalent in pesos to US$ 3,000,000 payable in 6 consecutive semi-annual installments in pesos, the first installment falling due on April 15, 2011. The loan accrues interest at Badlar for private banks for 30 to 44 day term deposits, plus 4%. Interest shall be payable quarterly as from April 15, 2008. In March 2011, the Company, Cordial Microfinanzas S.A. and FMO signed an addenda to the facility agreement, deferring in two years the first installment, so that it operates on April 15, 2013.

 

The financing received is subject to compliance with certain financial and non-financial covenants related mainly to the level of creditworthiness, exposure to loans, transactions with to related parties, foreign currency position, placements of liens and disposal of certain assets, in addition to certain information requirements and other positive and negative covenants. Furthermore, those agreements contain a “cross default” clause, whereby any breach of the obligations assumed by Cordial Microfinanzas, Grupo Supervielle or Banco Supervielle shall lead to the accelerated amortization of the loans granted by FMO. Moreover, Grupo Supervielle shall keep an interest of at least 85% in the capital of Banco Supervielle over the life of those agreements.

 

b. International financing programs

 

Global Financial Exchange Program

 

In April 2007, Banco Supervielle signed an agreement within IFC/World Bank Group’s Global Trade Finance Program whereby the IFC may, at its discretion, furnish a guarantee in favor of a correspondent bank thereby covering the Entity’s payment obligations arising from trade-related transactions with its customers.

 

As of June 30, 2015, the transactions in force with the coverage offered by IFC in the framework of the Global Trade Finance Program totaled USD 4,516,110.

 

The agreement signed with the IFC is subordinated to compliance with certain duties, including the preparation of reports at regular intervals and abiding by certain financial ratios in the field of solvency, credit risk, restricted assets, and exposure to foreign currency and interest rate risk.

 

As of June 30, 2015, the Company was in compliance with the covenants, requirements and obligations mentioned.

 

Foreign Trade Credit Facility Program

 

In May 2009 the Bank signed an agreement under the Foreign Trade Credit Facility Program of the Inter-American Development Bank (IDB). The line of credit granted to Banco Supervielle for US$ 10,000,000 under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

 

 F-83 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of June 30, 2015, there were no transactions outstanding with IDB’s coverage in the framework of the above-mentioned program.

 

Fondo Fiduciario de Capital Social (FONCAP)

 

On September 20, 2010, Cordial Microfinanzas entered into a framework financing agreement with FONCAP S.A., for a total principal amount of up to Ps. 2,500. The Company must repay the principal borrowed in 12 quarterly and consecutive installments, which started on December 17, 2011. This debt shall accrue a quarterly variable compensatory interest rate, payable in arrears over balances and made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, as informed by private banks, plus an additional 500 bps. Interest is payable on a monthly basis, with the first payment made on November 17, 2010.

 

On September 14, and November 8, 2011, Cordial Microfinanzas entered into new framework financing agreements with FONCAP S.A., for a total principal amount of up to Ps. 1,500 each one. The principal amount must be repaid in 8 quarterly and consecutive installments of Ps. 187 for each lined received, with the first installments being paid on December 17, 2012 and February 17, 2013, respectively, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

Additionally, on October 2, 2012, Cordial Microfinanzas entered into a new loan facility with FONCAP, with a principal amount of Ps. 2,000 reimbursable in 10 equal, consecutive, three-month installments, in Pesos, with the first payment being paid on July 17, 2014, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

d. Program for the issuance of Negotiable Obligations denominated in USD

 

On April 30, 2007, the Ordinary and Extraordinary Shareholders’ Meeting No. 95 of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of US$ 200,000,000. The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on August 10, 2007.

 

d.1. Issuance of Subordinated Corporate Bonds Class I

 

On October 13, 2010, the Board of Directors of Banco Supervielle approved the issuance of Class 1 Corporate Bonds. The subscription period ended on November 8, 2010.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 50,000,000.

Rank: Class 1 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 11, 2017

Interest rate: 11.375%

Interest Payment Date: The interest accrued by the Class 1 Corporate Bonds will be paid on a half-yearly basis on May 11 and on November 11 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of the State of New York

 

 F-84 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

On March 21, 2012, the Ordinary Shareholders’ Meeting resolved to extend the effective period of the Program for five years starting on the original due date, July 13, 2012.

 

As of the December 31, 2010, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 192,215.

 

d.2. Issuance of Subordinated Corporate Bonds Class III

 

On May 16, 2013 the Board of Directors of Banco Supervielle approved the issuance of Class 3 Corporate Bonds. The subscription period ended on August 15, 2013.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 22,500,000.

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: August 20, 2020

Interest rate: 7.00%

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on February 20 and on August 20 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d.2. Issuance of Subordinated Corporate Bonds Class IV

 

On October 14, 2014 the Board of Directors of Banco Supervielle approved an increase of the total amount of the Program for up to Ps. 750,000 and the issuance of Class 4 Corporate Bonds for up to USD 30,000,000 within such Program. The subscription period ended on November 14, 2014.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 13,441,000.

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 18, 2021

Interest rate: 7.00%

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on May 18 and on November 18 each year.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d. Program for the issuance of Negotiable Obligations denominated in Pesos

 

On March 25, 2013, the Extraordinary Meeting of Shareholders of Banco Supervielle approved the creation of a global program of Corporate Bonds denominated in Pesos for up to a maximum amount of Ps. 750,000. On the same date, the Board of Directors of the Bank approved the issuance of Corporate Bonds Class 1 and 2, which was authorized by the Argentine Securities Commission on May 2, 2013.

 

 F-85 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following are the main terms and conditions of the issuance:

 

Amount: 91,210.

Rank: Class 2 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

Maturity date: November 17, 2014

Interest rate: Floating / Badlar + 3.99%

Interest Payment Date: The interest accrued by the Class 2 Corporate Bonds will be paid on a three-month period basis starting on August 15, 2013.

Amortization: Principal shall be repaid on the Maturity Date.

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

e. Negotiable Obligations and Short-term securities of Cordial Compañía Financiera

 

The following are the series of short-term securities and corporate bonds issued by Cordial Compañía Financiera, outstanding as of June 30, 2015 and December 31, 2014:

 

Corporate Bonds

 

    Date of issuance   Due date Nominal value (Ps.)   Applicable Rate   June 30, 2015   December 31,
2014
Class II   10/3/13   4/3/15   73,253   Variable rate 4.99%
+ BADLAR
    73,253
Class IV   2/21/14   8/21/15   53,889   Variable rate 5.00%
+ BADLAR
  26,945   53,889
Class V   8/15/14   2/15/16   147,222   Variable rate 3.75%
+ BADLAR
  147,222   147,222
Class VI   5/14/15   5/14/16   145.980   29,00%   145.980  
Class VII   5/14/15   11/14/16   11.579   Variable rate 5,00%
+ BADLAR
  11.579  
Total   331,726   274,364

 

f. Global Program for the Issuance of Corporate Bonds

 

On September 22, 2010, the Extraordinary General Shareholders’ Meeting of Grupo Supervielle approved the application for admission to the public offering regime set forth under Law No. 17,811 and the creation of a Global Program for the Issuance of Corporate Bonds, Not Convertible into Shares. These corporate bonds may be short, medium and/or long term, subordinated or not, secured or not, denominated in Pesos, in US Dollars or in any other currency for a maximum outstanding amount that at no time should be higher than Ps. 500,000 or its equivalent in any other currency, as per the last Program amendment dated October 24, 2013.

 

In addition, the corporate bonds may be issued in various classes and/or series during the term of the program, and the possibility exists of re-issuing the successive classes and/or series that have been amortized.

 

The Argentine Securities Commission approved the above-mentioned Program on November 11, 2010.

 

 F-86 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

At June 30, 2015 and December 31, 2014 the following series of corporate bonds of Grupo Supervielle issued under the above mentioned program were outstanding:

 

Class   Issue date   Currency   Amount (Ps.)   Applicable Rate   Due date
Class XI   11/5/13   ARS   50,000   Variable + 4.08%   5/5/15
Class XII   1/31/14   ARS   71,398   Variable + 4.70%   7/31/15
Class XIII   1/31/14   ARS   23,100   Variable + 6.25%   1/31/19
Class XIV   5/13/14   ARS   38,194   Variable + 3.85%   11/13/15
Class XV   5/13/14   ARS   81,806   Variable + 4.65%   5/13/16
Class XVI   9/23/14   ARS   81,250   Variable + 3.25%   3/23/16
Class XVII   1/23/15   ARS   127,000   28,5%   1/23/16
Class XVIII   1/23/15   ARS   23,000   Variable + 4.8%   7/23/16
Class XIX   5/20/15   ARS   137,361   Mixed   11/20/16
Class XX   7/28/15   ARS   129,500   Mixed   1/28/17

 

As of June 30, 2015 Class XI, XII and XIV were fully amortized.

 

Funds provided by the issuance of corporate bonds were used to cancel financial liabilities, in accordance with article 36 of Law 23,576.

 

28.Non-controlling interest

 

The breakdown of this caption is as follows:

 

   June 30,  December, 31
Company  2015  2014
Banco Supervielle   55,616    51,726 
Sofital   3,343    3,024 
Total  Ps.58,959   Ps.54,750 

 

29. Differences between the Argentine Banking GAAP and Argentine GAAP

 

The main differences between the Argentine Banking GAAP and Argentine GAAP are detailed below:

 

Recognition of income tax by the deferred tax method

 

Grupo Supervielle calculates income tax at the current rate on the estimated taxable profit, without considering the effect of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis. In accordance with Argentine GAAP, income tax must be recognized by the deferred tax method and, consequently, deferred tax assets or liabilities calculated on the abovementioned timing differences must be recognized. In addition, tax loss carry-forwards or unused tax credits allowed to be deducted from future taxable income must be recognized as deferred assets, as long as income is likely to be obtained.

 

Derivative financial instruments

 

The Group’s subsidiaries have recorded derivative financial instruments in accordance with BCRA regulations. Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of each fiscal year. In accordance to Argentine GAAP the valuation should be made at fair value.

 

 F-87 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Credits originating in refinancing

 

Under Argentine GAAP, whenever certain credits are substituted by others subject to conditions substantially different from those originally agreed, the pre-existing account will be written off and a new credit will be recognized, and its accounting measurement will be made on the basis of the best possible estimate of the sum receivable, using a discount rate reflecting the market assessments about the time value of money and the specific risks of the related asset. Those operations are valued in accordance with BCRA regulations based on the contractual rates agreed. The risk is measured under specifically regulated classification and provisioning criteria.

 

Goodwill

 

Under Argentine Banking GAAP the Group determined goodwill for the excess of the purchase price over the equity value of the investment at the acquisition date. Under Argentine GAAP, goodwill should result from the difference between the purchase price of the investment referred to above and the amount of the net assets acquired valued at the estimated fair value.

 

Under Argentine Banking GAAP and Argentine GAAP there is not differences related to amortization

 

Sanctions imposed to Financial Institutions and summaries carried out by the BCRA

 

Under Argentine Banking GAAP, since January 2015, financial institutions must accrue a provision of 100% of administrative and/or disciplinary sanctions, and penal sanctions with judicial sentence on first instance, imposed or initiated by the BCRA, the Unit of Financial Information, the National Securities Commission and the National Superintendence of Insurance, that have been notified, with disregard of its amount, the status of the process, or if the fine payment is suspended. Moreover, financial institutions are required to disclose in their financial statements such sanctions and summaries initiated by the BCRA, since the first notification received.

 

Pursuant to Argentine GAAP, such contingencies shall be recorded under liabilities when the possibility their effects take place is high and they can be appropriately determined in terms of currency. These shall as well be informed in notes to the financial statements. Contingencies which occurrence is considered to be remote shall not be included in the financial statements or the notes thereto, while those which possibility of occurrence is not considered remote but do not meet the requirements to be recorded under liabilities shall only be informed in notes to the financial statements.

 

Valuation of Government Securities

 

BCRA regulations set forth specific valuation criteria for government securities recorded at their acquisition cost plus the I.R.R. Pursuant to Argentine GAAP the above-mentioned assets must be valued at their fair value.

 

Employee benefits

 

The benefits granted to staff, such as vacations, special termination benefits and indemnities are recorded to expenses by the Group, when paid following the criteria allowed by the BCRA Rules, while Argentine GAAP establishes that such benefits, which accrue as the employees render their services or accept termination agreements, should be recognized as a liability during the term of labor or acceptance of agreement.

   

 F-88 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Presentation of Financial Statements and Disclosure

 

Argentine Banking GAAP and Argentine GAAP differ in certain presentation aspects, which are summarized as follows:

 

-Under Argentine GAAP, assets and liabilities are classified as current and non-current on the balance sheet.
-Under Argentine GAAP, Goodwill is shown as a separate item on the balance sheet, while under Argentine Banking GAAP it’s included in the Intangible Assets line item.
-Certain disclosure requirements for Argentine GAAP, are not mandatory under Argentine Banking GAAP, such as goodwill information, related party transactions, and others.

 

30.Parent only Financial Statements

The following are the parent company only financial statements of Grupo Supervielle as of June 30, 2015 and December 31, 2014 and for the six months periods ended June 30, 2015 and 2014.

 

 F-89 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Balance sheet (Parent Company only)

 

    June 30,   December 31,
    2015   2014
Assets                
Current assets                
Cash and due from banks   Ps. 1,028     Ps. 1,615  
Short - term investments     70,368       42  
Tax credits           27  
Other receivables     2,087       2,994  
Total current assets   Ps. 73,483     Ps. 4,678  
                 
Non - current assets                
Long - term investments   Ps. 2,349,189     Ps. 2,134,410  
Tax credits     753       647  
Other receivables     1,342       1,599  
Premises and equipment, net     15       30  
Total non-current assets   Ps. 2,351,299     Ps. 2,136,686  
Total assets   Ps. 2,424,782     Ps. 2,141,364  
                 
Liabilities                
Current Liabilities                
Trade accounts payable   Ps. 762     Ps. 1,273  
Financial indebtedness     419,020       229,925  
Taxes payable     415       157  
Other accounts payable     1,595       17,803  
Total current liabilities   Ps. 421,792     Ps. 249,158  
                 
Non - current liabilities                
Financial indebtedness   Ps. 182,474     Ps. 185,220  
Total non-current liabilities   Ps. 182,474     Ps. 185,220  
Total liabilities   Ps. 604,266     Ps. 434,378  
Shareholder’s equity   Ps. 1,820,516     Ps. 1,706,986  
Total liabilities and shareholders’ equity   Ps. 2,424,782     Ps. 2,141,364  

 

Statement of Income (Parent Company only)

 

   June 30,  June 30,
   2015  2014
Equity in earnings of controlled companies  Ps.195,654   Ps.227,757 
Administrative expenses   (14,044)   (13,500)
Other income, net   3,528    1,638 
Financial results, net          
Generated by assets  Ps.6,588   Ps.5,910 
Generated by liabilities   (70,811)   (52,026)
Income before income tax  Ps.120,915   Ps.169,779 
Income tax        
Net income for the period  Ps.120,915   Ps.169,779 

 

 F-90 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Statement of Cash Flows (Parent Company only)

 

    June 30,   June 30,
    2015   2014
Changes in cash and cash equivalents                
Cash and cash equivalents at the beginning of the year   Ps. 1,657     Ps. 40,380  
Cash and cash equivalents at the end of period   Ps. 71,396       87,510  
Net increase in cash and cash equivalents   Ps. 69,739     Ps. 47,130  
                 
Cash flow from operating activities                
Operating expenses paid   Ps. (16,753 )   Ps. (13,784 )
Dividends received     5,700       4,750  
Other operating (expenses paid) / income received     (13,723 )     2,596  
Net cash used in operating activities   Ps. (24,776 )   Ps. (6,438 )
                 
Cash flow from investing activities                
Decrease in long-term investments   Ps. 1,402     Ps.  
Increase in long-term investments     (24,825 )     (4,750 )
Net cash used in investing activities   Ps. (23,423 )   Ps. (4,750 )
                 
Cash flow from financing activities                
Dividends paid     (7,385 )     (8,342 )
Financing received     119,307       60,249  
Net cash provided by financing activities   Ps. 111,922     Ps. 51,907  
Net financial income from holdings of cash and cash equivalents     6,016       6,411  
Net increase in cash and cash equivalents   Ps. 69,739     Ps. 47,130  

  

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

   June 30,  June 30,
   2015  2014
Cash and due from banks  Ps.1,028   Ps.17,435 
Short Term Investments   70,368    70,075 
Cash and cash equivalents  Ps.71,396   Ps.87,510 

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

   June 30,  June 30,
   2015  2014
Cash and due from banks          
As per the Balance sheet  Ps.1,028   Ps.17,435 
As per the Statement of cash flows  Ps.1,028   Ps.17,435 
           
Short term investments          
As per the Balance sheet  Ps.70,368   Ps.70,075 
Items that are not cash equivalents        
As per the Statement of cash flows  Ps.70,368   Ps.70,075 

 

 F-91 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

31.Credit Line for Productive Investment

Pursuant to Communications “A” 5319 of the BCRA, financial institutions were required to offer a credit line directed to finance investment projects to purchase capital goods and/or to finance the construction of facilities to produce goods and/or services and to market goods (excluding inventories). These credit lines were required to reach in aggregate an amount equal to 5% of average deposits received from the non-financial private sector, at or before June 30, 2013. Communications “A” 5380, 5449, 5516 and 5600, 5681 and 5771 further extended these requirements to new credit lines, with the last one being due on June 30, 2016. Banco Supervielle complied with these requirements within the due dates established by the BCRA, and is in the process of granting and disbursing Ps. 2,043 million in new loans as of June 30, 2015.

 

32.Protection to users of financial services

On June 19, 2013, the BCRA issued Communication “A” 5460, granting a broad protection to consumers of financial services, including, among other aspects, the regulation of fees and commissions charged by financial institutions for services provided. Therefore, fees and charges must represent a real, direct and demonstrable cost and should have a technical and economic justification.

 

On June 10, 2014, the BCRA issued Communications “A” 5590, 5591 and 5592, through which it adopted a set of rules regarding the reference interest rate for personal loans and car loans granted to retail customers, that are not considered as micro, small and medium size companies. In addition, it established new rules regarding fees and charges for basic financial products and services, as defined by the BCRA. Beginning on the effective date of the rule, financial institutions must have prior authorization from the BCRA to implement increases to the cost of those services.

  

33.Adoption of the International Financial Reporting Standards

The National Securities Commission (“CNV”) has established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, whether because of their capital or their negotiable obligations, or because they have requested to be included in such system, for financial statements corresponding to fiscal years started as from January 1, 2012. The adoption of such standards is not applicable to the Company since the CNV exempts banks, insurance companies and companies that invest in banks and insurance companies. Therefore, due to the fact that Banco Supervielle is the Company’s main equity investment, a financial institution subject to the BCRA regulations, the Company continued following the valuation and disclosure criteria applied by Banco Supervielle for the presentation of the consolidated financial statements.

 

On February 12, 2014, the BCRA approved a convergence roadmap to IFRS for financial statements of institutions under its supervision, with an effective date for fiscal years commenced on January 1, 2018.

In March 2015, Banco Supervielle and Cordial Compañía Financiera’s Board of Directors approved an implementation plan, following the guidelines set up by the BCRA, that hasa six-month period review and update.

 

34.Summary of Significant Differences between Argentine Banking GAAP and US GAAP

The accompanying consolidated financial statements have been prepared in accordance with Argentine Banking GAAP, which differs in certain significant respects from US GAAP. Such differences involve methods of measuring the amounts shown in the consolidated financial statements, as well as additional disclosures required by US GAAP and Regulation S-X of the SEC.

 

 F-92 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

I. Differences in measurement methods

 

As indicated in Note 3.1, as from March 1, 2003, inflation accounting was discontinued. The following reconciliation does not include the reversal of the adjustments to the consolidated financial statements for the effects of inflation, because, as permitted by the Securities and Exchange Commission (“SEC”), it represents a comprehensive measure of the effects of price-level changes in the Argentine economy, and as such, is considered a more meaningful presentation than historical cost-based financial reporting for both Argentine Banking GAAP and US GAAP.

 

The main differences, other than inflation accounting, between Argentine Banking GAAP and US GAAP as they relate to the Group are described below, together with an explanation, where appropriate, of the method used in the determination of the necessary adjustments. References below to “ASC” are to Accounting Standard Codification issued by the Financial Accounting Standards Board in the United States of America.

 

 F-93 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following tables summarize the main reconciling items between Argentine Banking GAAP and US GAAP:

 

Reconciliation of net income:

 

      June 30,
      2015  2014
Net income under Argentine Banking GAAP        Ps.120,915   Ps.169,779 
                
US GAAP adjustments               
Loan origination fees and costs    Note 34.a    16,437    36,674 
Intangible assets               
Differences in basis relating to purchase accounting    Note 34.b    1,608    1,168 
Other intangible assets    Note 34.b    (8,336)   (1,372)
Loan loss reserves    Note 34.c    32,134    (79,068)
Transfers of financial assets    Note 34.d    (3,910)   (15,439)
Government securities and other investments    Note 34.e    (967)   42 
Vacation accrual    Note 34.f    8,365    (9,593)
Derivatives instruments    Note 34.g        (519)
Special Termination Arrangements    Note 34.h    (2,247)   (30,068)
Customer Loyalty Programs    Note 34.i    5,335    (11,053)
Credit Card Loans –Imputed Interest    Note 34.j    (13,646)   10,239 
Deferred Income tax    Note 34.k    (39,003)   35,378 
Financial Guarantees    Note 34.l    (6,522)   (4,169)
Non-controlling Interest    Note 34.m    4,209    5,603 
Net Income under US GAAP        Ps.114,372   Ps.107,602 
                
Non-controlling Interest    Note 34.m    (5,651)   (5,793)
Net Income attributable to the Group in accordance with US GAAP        Ps.108,721   Ps.101,809 
Basic earnings per share attributable to the Group   Note 34.II.j    1.2096    1.0308 
Diluted earnings per share attributable to the Group   Note 34.II.j    1.2096    1.0308 

 

Net income includes the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 34.I.d.).

 

   June 30,
   2015  2014
Net Income under US GAAP before consolidation of financial trusts without holding in “certificates of participation”   Ps.114,372   Ps.107,602 
Net income corresponding to consolidated financial trusts, without holding in “certificates of participation”    38,958    16,513 
Net Income under US GAAP   Ps.153,330   Ps.124,115 
           
Non-controlling interest corresponding to consolidated financial trusts, without holding in “certificates of participation”   Ps.(38,958)  Ps.(16,513)
Non-controlling Interest    (5,651)   (5,793)
Net Income attributable to the Group in accordance with US GAAP  Ps.108,721   Ps.101,809 

  

 F-94 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Reconciliation of Shareholders’ Equity:

 

      June 30,  December 31,
      2015  2014
Shareholders’ Equity as stated        Ps.1,820,516   Ps.1,706,986 
                
US GAAP adjustments:               
Loan origination fees and costs    Note 34.a    (33,375)   (49,812)
Intangible assets               
Differences in basis relating to purchase accounting    Note 34.b    35,930    34,322 
Other intangible assets   Note 34.b    (33,195)   (24,859)
Loan loss reserves   Note 34.c    (1,252)   (33,386)
Transfers of financial assets    Note 34.d    (80,793)   (76,883)
Government securities and other investments   Note 34.e    2,826    (17,806)
Vacation accrual    Note 34.f    (158,584)   (166,949)
Special termination arrangements    Note 34.h    (71,901)   (69,654)
Customer Loyalty Programs    Note 34.i    (43,855)   (49,190)
Credit Card Loans—Imputed Interest   Note 34.j    (48,000)   (34,354)
Deferred Income tax    Note 34.k    190,133    229,136 
Financial Guarantees    Note 34.l    (5,162)   1,360 
Non-controlling Interest   Note 34.m    58,959    54,750 
Equity under US GAAP        Ps.1,632,247   Ps.1,503,661 
Non-controlling Interest    Note 34.m    (48,953)   (42,164)
The Group Shareholder´s Equity under US GAAP        Ps.1,583,294   Ps.1,461,497 

 

Equity and Shareholders Equity include the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 34.I.d.).

 

   June 30,  December 31,
   2015  2014
Equity under US GAAP before consolidation of financial trusts without holding in “certificates of participation”   Ps.1,632,247   Ps.1,503,661 
Net assets corresponding to consolidated financial trusts without holding in “certificates of participation”    172,593    36,827 
Equity under US GAAP   Ps.1,804,840   Ps.1,540,488 
           
Non-controlling interest corresponding to consolidated financial trusts without holding in “certificates of participation”    (172,593)   (36,827)
Non-controlling Interest    (48,953)   (42,164)
           
The Group Shareholder´s Equity under US GAAP   Ps.1,583,294   Ps.1,461,497 

 

Description of changes in Shareholder’s Equity:

 

   June 30,
   2015  2014
Equity under US GAAP at the beginning of the year attributable to Parent Company   Ps.1,461,497   Ps.1,207,542 
Distribution of dividends    (7,385)   (8,342)
Other comprehensive income    20,461    (1,485)
Net Income under US GAAP    108,721    101,809 
Equity under US GAAP at the end of the year attributable to Parent Company   Ps.1,583,294   Ps.1,299,524 

  

 F-95 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

a. Loan origination fees and costs

 

Under Argentine Banking GAAP, the Group does not defer loan origination fees and costs. In accordance with US GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of to yield using the interest method.

 

The effects of the adjustments required to state such amounts in accordance with US GAAP, would decrease assets by Ps. 33,375 as of June 30, 2015 and Ps. 49,812 as of December 31, 2014. Income would increase by Ps. 16,437 and Ps. 36,674 for the six months periods ended June 30, 2015 and 2014, respectively.

 

b. Intangible assets

 

i) Differences in basis relating to purchase accounting

 

Under Argentine Banking GAAP, net assets acquired are recorded at the book value of the acquired company at the acquisition date and goodwill is recognized based on the difference of the book value of the net assets acquired and the acquisition cost. Such goodwill is being amortized under the straight line method.

 

Under US GAAP, the Group applies the purchase method of accounting to its business combinations. The additional interest acquired was accounted for as a step acquisition applying the purchase method.

 

Accordingly, the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is considered as goodwill.

 

For acquisitions prior to December 15, 2008, in the event the fair value of the net assets acquired exceeds the consideration paid, the excess is allocated as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets. For acquisitions after that date, if the net assets acquired exceed the consideration paid, the excess is recorded as gain in statement of income.

 

Under Argentine Banking GAAP, goodwill recognized is amortized on straight-line basis over its useful life.

 

Under US GAAP goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment.

 

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 unit is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from credit-card business, included in “Consumer Finance” reporting unit.

 

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 Group was reviewed Goodwill for impairment as of December 31, 2014 and 2013 and no impairment was recorded.

 

 F-96 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table summarizes the acquisitions made by the Company and the calculation of goodwill under US GAAP.

 

   Supervielle Seguros  Cordial Compañia Financiera  Banco Regional de Cuyo  Tarjeta Automática  Banco
Societé Generalé
Acquisition Date  June 6, 2013  August 1, 2011  September 19, 2008  December 15, 2007  March 3, 2005
Fair value of net tangible assets acquired    2,409    126,386    48,350    6,371    39,054 
Intangible assets identified, net of related deferred income tax (a)        9,466    23,244    6,780    25,175 
Net assets   Ps.2,409    135,852    71,594    13,151    64,229 
% acquired    100.00%   100.00%   99,94%   51,00%   91,54%
Net assets acquired   Ps.2,409    135,852    71,549    6,707    58,795 
Consideration paid   Ps.4,543    168,047    97,542    15,835    37,209 
Goodwill   Ps.2,134    32,195    25,993    9,128    (21,586)

 

(a)Intangible assets identified consist of brand, core deposits, customer relationship and commercial relationship agreement. Brand is not amortized under US GAAP. The remaining intangibles identified are amortized over 10 years

 

In relation with Tarjeta Automática, on March 5, 2009 the Group acquired an additional 24% interest of this entity for a total consideration of Ps. 13,992. Under US GAAP this acquisition was accounted as an equity transaction when the control was previously obtained, following ASC 805 guidance.

 

The following table summarizes the shareholder´s equity adjustment computed to conform the accounting of these acquisitions to US GAAP as of June 30, 2015 and December 31, 2014.

 

   June 30,  December 31,
   2015  2014
Elimination of Goodwill recognized under Argentine Banking GAAP   Ps.(45,111)  Ps.(49,762)
Recognition of Goodwill under US GAAP    69,450    69,450 
Recognition of Intangible Assets under US GAAP    81,745    81,745 
Amortization of Intangible Assets under US GAAP    (54,086)   (50,702)
Allocation of negative Goodwill to fixed assets    (23,247)   (23,247)
Reversal of depreciation of fixed assets recognized under ARG due to differences in purchase accounting of Societe Generale acquisition    7,179    6,838 
Total   Ps.35,930   Ps.34,322 

 

Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. 1,608 and Ps. 1,168, respectively.

 

The activity of the goodwill and intangible assets under US GAAP during the period/year ended June 30, 2015 and December 31, 2014 is as follows:

 

   June 30,  December 31,
   2015  2014
Goodwill at the beginning of the period/year   Ps.69,450   Ps.69,450 
Goodwill at the end of the period/year.   Ps.69,450   Ps.69,450 
           
Intangible assets identified in the Business Combination at the beginning of the period/year    31,043    39,417 
Amortization.    (3,384)   (8,374)
Intangible assets identified in the Business Combination at the end of the period/year net of amortizations   Ps.27,659   Ps.31,043 

 

 F-97 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table shows the intangible assets gross carrying amount, detailed with their respective useful lives:

  

   June 30, 2015
   Gross carrying amount  Accumulated amortization  Remaining useful life (months)
Core Deposits   Ps.21,052   Ps.16,905    30 
Overdraft    8,603    7,614    30 
Customer Relationship    17,679    15,308    30 
Brand Name    19,848         
Commercial Agreement    14,563    14,259    1 
Total   Ps.81,745   Ps.54,086      

 

The estimated aggregate amortization expense for intangible assets for the next fiscal years is as follows:

 

Fiscal year ending December 31,  Aggregate amortization expense
2015   Ps.1,868 
2016    3,127 
2017    2,816 
Total   Ps.7,811 
        

The aggregate amortization expense for intangible assets identified for the six months periods ended June 30, 2015 and 2014 was Ps. 3,384 and 4,187, respectively.

 

ii) Other intangible assets

 

ASC 350-40 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 are to be capitalized.

 

Under Argentine Banking GAAP, the Group capitalizes costs relating to all three of the stages of software development.

 

Shareholders’ equity adjustment between Argentine GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (33,195) and Ps. (24,859), respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. (8,336) and Ps. (1,372), respectively.

 

c. Loan loss reserves

 

Under Argentine Banking GAAP (see note 3.7), the allowance for loan losses is calculated following BCRA regulations. These criteria are different for commercial loans (those in excess of Ps. 2,500 at June 30, 2015 and December 31, 2014 and 1,500 at June 30, 2014) and consumer loans. For commercial loans in excess of Ps. 2,500 at June 30, 2015 and December 31, 2014 and 1,500 at June 30, 2014 are principally based on the debtors’ payment capacity and cash-flows analysis. Loan loss reserves for consumer loans and commercial loans are based on delinquency and BCRA established loss factors.

 

Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the charge off of non-performing loans classified as “non-recoverable”. The Group charges-off non-performing loans on the month following the date on which such loans are classified as “irrecoverable without preferred guarantees” and fully provisioned.

 

In the case of the consumer portfolio, the charge-off takes place when the loan is approximately 360 days past due. For the commercial portfolio, the situation depends on the individual evaluation of the credit risk. All charged-off loans are registered in off balance accounts while the Group continues its collection efforts.

 

 F-98 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

In addition, under BCRA rules, the Group records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated statement of income.

 

The Group’s consumer portfolio consists principally of personal loans and credit card loans.

 

The Group’s commercial portfolio is currently diversified among clients of different size (small, medium-sized businesses and corporations) and who are active in different economic sectors (mainly the agricultural, construction, sugar, manufactured, foodstuff, automotive vehicles, among others). The risks associated with this portfolio are principally related to the specific economic performance of each individual client and to economic factors, such as the price and demand of products and services and competitiveness, among others.

 

Under BCRA rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer loan borrowers. Although the Group is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the BCRA, the Group is allowed to establish additional loan loss reserve.

 

For commercial loans, the Group is required to classify all commercial loan borrowers. In order to classify them, the Group must consider different parameters related to each of those customers.

 

 F-99 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Pursuant to BCRA regulations, commercial loans are classified as follows:

 

Classification   Criteria
   
In normal situation   Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.
   
Subject to special monitoring/Under observation   Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.
   
Subject to special monitoring / Under negotiation or refinancing agreement   Borrowers who are unable to comply with their obligations as agreed with the Group and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the Group within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.
   
Troubled   Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the Group.
   
With high risk of insolvency   Borrowers who are highly unlikely to honor their financial obligations under the loan.
   
Irrecoverable   Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the Group.
   
Irrecoverable according to Central Bank Rules   (a) Borrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the BCRA, which report includes (1) financial institutions liquidated by the BCRA, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the BCRA and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary, and/or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the BCRA or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the BCRA.

 

For consumer loan portfolio, the Group classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the BCRA are also applied to the totals in each loan classification.

 

 F-100 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under the BCRA regulations, consumer borrowers are classified as follows:

 

Classification   Criteria
   
Performing   If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.
   
Low Risk   Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.
   
Medium Risk   Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.
   
High Risk   Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.
   
Irrecoverable   Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.
   
Irrecoverable according to Central Bank Rules   Same criteria as for commercial loans in the Irrecoverable according to BCRA Rules.

  

The tables above contain the loan portfolio classification by credit quality indicator set forth by the BCRA.

 

The following tables show the loan balances categorized by credit quality indicators for the period of six month ended June 30, 2015 and the year ended December 31, 2014:

 

   As of June 30, 2015
   “1”
Normal Situation
  “2”
With special follow-up or Low Risk
  “3”
With problems or Medium Risk
  “4”
High risk of insolvency or High risk
  “5”
Uncollectible
  Total
Consumer Loans   12,516,878    410,811    276,187    323,364    50,061    13,577,301 
Commercial Loans   7,474,408    90,716    1,644    54,751    1,449    7,622,968 
Total Financing Receivables   19,991,286    501,527    277,831    378,115    51,510    21,200,269 

 

   As of December 31, 2014
   “1”
Normal Situation
  “2”
With special follow-up or Low Risk
  “3”
With problems or Medium Risk
  “4”
High risk of insolvency or High risk
  “5”
Uncollectible
  Total
Consumer Loans   10,704,064    292,095    171,273    210,375    25,463    11,403,270 
Commercial Loans   7,296,288    138,533    36,424    73,095    24,764    7,569,104 
Total Financing Receivables   18,000,352    430,628    207,697    283,470    50,227    18,972,374 

 

 

Under US GAAP, the loan losses reserve should be in amounts adequate to cover inherent losses in the loan portfolio at the respective balance sheet dates. Specifically:

 

a) Loans considered impaired in accordance with ASC 310-10 are valued at the present value of the expected future cash flows discounted at the loan’s effective contractual interest rate, except that as a practical expedient a creditor may measure impairment based on a loans observable market price or at the fair value of the collateral if the loan is collateral dependent. Under ASC 310-10, 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. ASC 310-10 applies to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except smaller-balance homogeneous consumer loans, loans carried at the lower of cost or fair value, debt securities, and leases.

 

 F-101 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group applies ASC 310-10 to all commercial loans classified as “With special follow-up or Low Risk”, “With problems”, “Insolvency Risks” and “Uncollectible”. The Group specifically calculates the present value of estimated cash flows for commercial loans in excess of Ps. 2,500 as of June 30, 2015 and December 31, 2014 and 1,500 as of June 30, 2014. For commercial and other loans in legal proceedings, loans in excess of Ps. 2,500 as of June 30, 2015 and December 31, 2014 and Ps. 1,500 as of June 30, 2014 are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings. The Group has also analyzed all the loans included into the scope of ASC 340-10 “Trouble Debt Restructuring” and calculates the present values of estimated cash flows of each of the loans being a trouble debt restructuring.

 

b) In addition, following ASC 450-20, the amount of losses incurred in the homogeneous loan pools is estimated based on the number of loans that will default and the loss in the event of default. Using modeling methodologies, the Group estimates the number of homogeneous loans that will default based on the individual loans’ attributes aggregated into pools of homogeneous loans with similar attributes. This estimate is based on the Group’s historical experience with the loan portfolio. The estimate is adjusted to reflect an assessment of environmental factors not yet reflected in the historical data underlying the loss estimates, such as changes in real estate values, local and national economies, underwriting standards and the regulatory environment. The probability of default on a loan is based on an analysis of the movement of loans with the measured attributes from either current or any of the delinquency categories to default over a 12-month period.

 

As a result of analysis performed, the shareholders’ equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (1,252) and Ps. (33,386), respectively, as follows:

 

   June 30, 2015  December 31, 2014
   Allowances under US GAAP  Adjustment to Shareholders’ Equity  Allowances under US GAAP  Adjustment to Shareholders’ Equity
Modeling methodologies   Ps.555,272   Ps.8,456   Ps.504,606   Ps.(30,868)
Impaired loans individually evaluated for impairment    33,438    (9,708)   25,480    (2,518)
Total   Ps.588,710   Ps.(1,252)  Ps.530,086   Ps.(33,386)

 

Net income adjustment between Argentine Banking GAAP and US GAAP for the periods of six months ended June 30, 2015 and 2014 amounted to Ps. 32,134 and Ps. (79,068), respectively.

 

Recoveries and charge-offs

 

Under Argentine Banking rules, recoveries are recorded in a separate income line item under Other Income. Charge-offs are recorded directly as loan loss reserve in the income statement. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would no net impact on net income or shareholder´s equity. The definition of charge-off under US GAAP described above does not differ from Argentine Banking rules

 F-102 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Disclosure requirements

 

i) Allowance for Credit Losses and Recorded Investments in Financial Receivables

 

The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the period of six month ended June 30, 2015 and the year ended December 31, 2014 respectively:

 

    As of June 30, 2015
    Consumer Loan Portfolio   Commercial Loan Portfolio   Total
Allowances for loan losses:   Ps.       Ps.       Ps.    
Beginning balance     470,611       59,475       530,086  
Charge-offs     (111,081 )     (6,073 )     (117,154 )
Recoveries     (21,098 )     (7,033 )     (28,131 )
Provision     183,804       20,105       203,909  
Ending balance     522,236       66,474       588,710  
                         
Ending balance- individually evaluated for impairment     —        33,438       33,438  
Ending balance- collectively evaluated for impairment     522,236       33,036       555,272  
                         
Financing receivables:                        
Ending balance                        
Ending balance: individually evaluated for impairment     —        107,812       107,812  
Ending balance: collectively evaluated for impairment     13,577,301       7,515,156       21,092,457  

 

   As of December 31, 2014
   Consumer Loan Portfolio  Commercial Loan Portfolio  Total
Allowances for loan losses:  Ps.   Ps.   Ps. 
Beginning balance    402,067    21,339    423,407 
Charge-offs    (201,449)   (14,789)   (216,238)
Recoveries    (44,639)   (13,220)   (57,589)
Provision    314,632    66,145    380,506 
                
Ending balance   470,611    59,475    530,086 
                
Ending balance- individually evaluated for impairment    —     25,480    25,480 
Ending balance- collectively evaluated for impairment    470,611    33,995    504,606 
                
Financing receivables:               
Ending balance               
                
Ending balance: individually evaluated for impairment    —     84,625    84,625 
Ending balance: collectively evaluated for impairment    11,210,710    7,677,039    18,887,749 

 

ii) Impaired Loans

 

ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

 

This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

 

 F-103 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table discloses the amounts of loans considered impaired in accordance with ASC 310, as of June 30, 2015 and December 31, 2014:

 

   As of June 30, 2015
   Recorded Investment  Unpaid Principal Balance  Related Allowance
With no related allowance recorded:               
Commercial               
Impaired Loans   Ps.10,334   Ps.9,430   Ps. 
                
With an allowance recorded:               
Commercial               
Impaired Loans   Ps.97,478   Ps.95,415   Ps.33,438 
Total   Ps.107,812   Ps.104,845   Ps.33,438 
                
    As of December 31, 2014 
    Recorded Investment    Unpaid Principal Balance    Related Allowance 
With no related allowance recorded:               
Commercial               
Impaired Loans  Ps.8,706   Ps.8,136   Ps.—  
                
With an allowance recorded:               
Commercial               
Impaired Loans  Ps.75,919   Ps.73,894   Ps.25,480 
Total  Ps.84,625   Ps.82,030   Ps.25,480 

 

The average recorded investments for impaired loans were Ps. 115,925 and Ps. 99,049 as of June 30, 2015 and the year ended December 31, 2014, respectively

 

The interest income recognized on impaired loans amounted to Ps. 7,320 and Ps. 2,822 for the periods of six months ended June 30, 2015 and 2014, respectively

 

iii) Non-accrual Loans

 

The method applied to recognize income on loans is described in Note 3.5.

 

Additionally, the Group has made use of the option granted by the BCRA authorizing financial entities to interrupt the accrual of interest for clients in the following categories:

 

-“With problems”; “With high risk of insolvency” and “Irrecoverable” in the commercial portfolio.
-“Medium risk”; “High risk” and “Irrecoverable” in the consumer portfolio.

 

According to the above, the threshold for suspending the accrual of interest is as from 91 days of arrears. Resumption of interest accrual takes place when the client improves its situation passing to situation:

 

-“Normal” or “With special tracking – Under observation” in the commercial portfolio.
-“Normal” or “Low risk” in the consumer portfolio.

 

Accrued interest remains on the Groups books and is considered a part of the loan balance. It allowances in its whole when the Group determined the reserve for credit losses.

 

The Group recognizes interest income on a cash basis for non-accrual loans. Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due. As a general practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time. Management believes that the difference in interest recognition does not have an impact to the Group’s Consolidated Statements.

 

 F-104 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As consequence, non-accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk” and “Uncollectible” and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency” and “Uncollectible”.

 

The following table represents the amounts of non-accruals, segregated by class of loans, as of June 30, 2015 and December 31, 2014, respectively:

 

   As of,
   June 30, 2015  December 31, 2014
       
Consumer   Ps.649,612   Ps.407,111 
Commercial    57,844    134,283 
Total Non-accrual loans    707,456    541,394 

 

An aging analysis of past due loans, segregated by class of loans, as of June 30, 2015 and December 31, 2014 were as follows:

 

   As of June 30, 2015
   30-90 Days Past Due  91-180 Days Past Due  181-360 Days Past Due  Greater than 360  Total Past Due  Current  Total Financing
Consumer                                   
Personal Loans   170,975    185,358    145,747    18,963    521,043    6,915,092    7,436,135 
Credit Card Loans   117,668    70,185    76,237    11,919    276,009    4,134,502    4,410,511 
Other Loans   54,393    21,683    28,397    6,037    110,510    1,620,145    1,730,655 
Total Consumer Loans   343,036    277,226    250,381    36,919    907,562    12,669,739    13,577,301 
                                    
Commercial:                                   
Performing Loans                       7,230,958    7,230,958 
Impaired loans   242,172    31,529    75,132    43,177    392,010        392,010 
Total Commercial Loans   242,172    31,529    75,132    43,177    392,010    7,230,958    7,622,968 
Total   585,208    308,755    325,514    80,096    1,299,572    19,900,697    21,200,269 

 

   As of December 31, 2014
   30-90 Days Past Due  91-180 Days Past Due  181-360 Days Past Due  Greater than 360  Total Past Due  Current  Total Financing
Consumer                                   
Personal Loans   169,461    107,872    126,406    15,634    419,373    5,832,861    6,252,234 
Credit Card Loans   83,716    45,172    65,022    5,761    199,671    3,436,482    3,636,153 
Other Loans   38,918    18,228    18,947    4,068    80,161    1,434,725    1,514,883 
Total Consumer Loans   292,095    171,272    210,375    25,463    699,205    10,704,065    11,403,270 
                                    
Commercial:                                   
Performing Loans                       7,244,332    7,244,332 
Impaired loans   189,622    45,517    75,009    14,624    324,772        324,772 
Total Commercial Loans   189,622    45,517    75,009    14,624    324,773    7,244,332    7,569,104 
Total   481,717    216,789    285,384    40,087    1,023,977    17,948,397    18,972,374 

 

 F-105 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

iv) Troubled debt restructuring (TDR)

 

A restructured loan is considered a TDR if the debtor is experiencing financial difficulties and the Group grants a concession to the debtor that would not otherwise be considered. Concessions granted could include but it not necessary limited to: reduction in interest rate to rates that are considered below market, extension of repayment schedules and maturity dates beyond original contractual terms.

 

The table below presents the June 30, 2015 and 2014 carrying value of loans that were modified in a TDR within the previous 12 months:

 

   Segment  Number of contracts  Pre-modification outstanding
recorded investment
  Post-modification outstanding
recorded investment
 June 30, 2015    Consumer    19,753    279,292    275,678 
      Commercial    1    143    118 
 June 30, 2014    Consumer    19,475    179,486    179,273 
      Commercial    3    7,797    7,780 

 

The Group considers a TDR that have subsequently defaulted if the borrower has failed to make payments of either principal, interest or both for a period of 90 days or more from contractual due date. Loans considered TDR that have defaulted during the period of six month ended June 30, 2015 and 2014, respectively were as follows:

 

   June 30, 2015
Troubled debt restructuring that subsequently defaulted  Number of contracts  Recorded investment
Consumer   1,236    14,723 

 

   June 30, 2014
Troubled debt restructuring that subsequently defaulted  Number of contracts  Recorded investment
Consumer   1,940    26,008 

 

d. Transfers of financial assets

 

The Group has securitized certain of their personal, pledge and credit card loans originated by the Bank and CCF on their behalf through the transfers of such loans to special purpose trusts which issues multiple classes of bonds and certificates of participation.

 

In addition, on November 7, 2007 the Group securitized certain properties through the transfer of such properties to a special purpose trust “Renta Inmobiliaria I” which issues multiple classes of bonds and certificates of participation.

 

 F-106 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under Argentine Banking GAAP, securitizations were accounted for as sales. Debt securities issued by the trusts and retained by the Group are accounted for at cost plus accrued interest and participation certificates issued by the trusts and retained by the Group are accounted for under the equity method except the participation certificates of Real State trust that is accounted for at cost with the limit of the equity method and the participation certificates of CCF 3, 4 and 5 are accounted for at the recoverable value determined by the present value of net cash flows generated by the trusts with the limit of the equity method.

 

Under US GAAP, FASB ASC 810 “Consolidation” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.

 

The methodology for evaluating trust and transactions under the VIE requirements includes the following two steps:

 

1) Determine whether the entity meets the criteria to qualify as a VIE and;

 

2) Determine whether the Group is the primary beneficiary of a VIE.

 

In performing the first step the significant factors and judgments that were considered in making the determination as to whether an entity is a VIE includes:

 

●  The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;

 

●  The nature of the involvement with the entity;

 

●  Whether control of the entity may be achieved through arrangements that do not involve voting equity;

 

●  Whether there is sufficient equity investment at risk to finance the activities of the entity and;

 

●  Whether parties other than the equity holders have the obligation to absorb expected losses or the right to received residual returns.

 

For each VIE identified, the Group performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and criteria:

 

●  Whether the Group has the power to direct the activities that most significantly impact the VIE’s economic performance and;

 

●  Whether the Group absorb the majority of the VIE’s expected losses or the Group receive a majority of the VIE’s expected residual returns.

 

As of June 30, 2015 and December 31, 2014, under FASB ASC 810, financial trusts mentioned in Note 26 were considered variable interest entities. In accordance with FASB ASC 810, the Group was deemed to be the primary beneficiary of these trusts and, therefore, the Group included them in its consolidated financial statements. The impact in the US GAAP shareholders’ equity or net income reconciliation is disclosed below.

 

As of June 30, 2015 and December 31, 2014, the table below presents the carrying amount and classification of the VIE’s assets and liabilities which have been consolidated for US GAAP purposes. As mentioned in Note 26., under BCRA rules, those amounts were recorded under “Other receivables from financial intermediation – Other receivables not covered by debtors classification regulations.

 

 F-107 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   June 30,  December 31,
   2015  2014
Assets          
Cash and due from banks   Ps.25,875   Ps.55,060 
Trading securities    47,024    1,958 
Other receivable from financial transactions    205,744    155,578 
Loans    2,412,794    2,739,829 
Allowances    (70,445)   (54,311)
Premises and equipment, net    38,536    38,887 
Other assets    65,582    78,786 
   Ps.2,725,110   Ps.3,015,787 
Liabilities          
Debt Securities   Ps.1,962,525   Ps.2,313,615 
Certificates of Participation    702,543    596,214 
Other liabilities    60,042    105,958 
   Ps.2,725,110   Ps.3,015,787 

 

As a result of consolidating these trusts, total assets would increase by Ps. 1,693,024 and Ps. 2,089,716 as of June 30, 2015 and December 31, 2014, respectively.

 

Therefore, the Group recognized the loans and other assets under the financial trust included below and re-established its loan loss reserves under ASC 310. See Note 34.I.c. allowance for loan losses.

 

In addition, the Group has recognized a gain for the sale of the assets included in the trusts “Renta Inmobiliaria I”, “CCF Créditos Serie 3”, “CCF Créditos Serie 4” and “CCF Créditos Serie 5”. As a consequence that the Group had a controlling financial interest in trusts, the reconsolidation of the assets and liabilities was made and the gains recognized by the Group at the inception were reversed for US GAAP purposes. In addition, a reconciling adjustment was recognized in order to consolidate each trust assets and liabilities under US GAAP principles. The table included below shows the adjustment recorded under US GAAP:

 

-  Renta Inmobiliaria I

 

   June 30,  December 31,
   2015  2014
Reversal of gain on sale recorded under Argentine Banking GAAP   Ps.(27,203)  Ps.(27,203)
Reversal of amortization calculated in excess    4,081    3,812 
Valuation of the Certification of Participation retained by the Group adjustment    (50,584)   (48,516)
Adjustment to Shareholders’ Equity   Ps.(73,706)  Ps.(71,907)

 

Net income adjustment as of June 30, 2015 and 2014 amounted to Ps. (1,799) and Ps. (8,550), respectively.

 

 F-108 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

-  CCF Créditos Series 3, 4 y 5

 

   June 30,  December 31,
   2015  2014
Reversal of gain on sale recorded under Argentine Banking GAAP   Ps.   Ps.(33,173)
Valuation of the Certification of Participation retained by the Group adjustment        (3,853)
Reversal of interest results, calculated in excess        32,050 
Adjustment to Shareholders’ Equity  Ps.   Ps.(4,976)

 

Net income adjustment as of June 30, 2015 and 2014 amounted to Ps. 4,976 and Ps. (6,889), respectively.

 

CCF 3 and 4 were liquidated during the second semester of the year 2014 and CCF 5 was liquidated during the first semester of the year 2015.

 

Transfers of receivables with recourse

 

Under Argentine Banking GAAP, for transfers of receivables with recourse, the Group recorded a gain in the income statement and accounted for the transaction as a sale of loans.

 

Under US GAAP, ASC 860 “Transfers and servicing” establishes accounting and reporting standards for transfers and servicing of financial assets.

 

Transfers of financial receivables with recourse do not comply with the conditions prescribed in ASC 860-10-40 to be accounted for as a sale, as consequence, the transaction is considered a secured borrowing and, as a result of it, the Group should continue reporting the transferred financial receivables in its statement of financial position with no change in their measurement.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 amounted to Ps. (7,087) (corresponding to assets for an amount of Ps. 23,124 and liabilities for an amount for Ps. 30,211). Net income adjustment for the six months period ended June 30, 2015 amounted to Ps. (7,087).

 

As of December 31, 2014 the Group did not enter into this kind of transactions.

 

e. Government securities and other investments

 

Investments securities classified as trading and available for sale

 

Under Argentine Banking GAAP the Group has recorded “Holding of trading securities”, “Unlisted Government securities”, “Investments in listed corporate securities”, “Securities issued by the Argentine Central Bank listed” and “Securities receivable under spot and forward purchases pending settlement” at fair value, meanwhile the “Securities issued by the Argentine Central Bank unlisted” and “Unlisted corporate bonds” has been value at cost increased by their internal rate of return. Changes in valuation of these securities are included in earnings.

 

Under US GAAP “Holding of trading securities”, “Investments in listed corporate securities” and “Unlisted government securities” were considered “trading securities” and, as such, valued at fair value with changes in fair value recognized in the consolidated statement of comprehensive income.

 

 F-109 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The table below shows the investments classified as trading securities:

  

   June 30,  December 31,
   2015  2014
   Carrying Amount  Fair Value  Carrying Amount  Fair Value
Trading securities (**)                    
Holdings of trading securities   Ps.695,131(*)  Ps.695,131   Ps.98,656   Ps.98,656 
Unlisted Government securities    1    1    1    1 
Investments in listed corporate securities    53,966    53,966    173,715    173,715 
Total trading securities  Ps.749,098   Ps.749,098   Ps.272,372   Ps.272,372 

 

(*) Under Argentine Central Bank “Holdings of trading securities” includes reverse repo transactions for Ps. 22,568 that have been reclassified under US GAAP. See note 34.II.f.

 

(**) These investments do not have differences in their measurements, between Argentine Banking GAAP and US GAAP.

 

“Securities issued by Argentine Central Bank”, “Unlisted corporate bonds” and “Securities receivable under spot and forward purchases pending settlement” were considered as “available for sale securities” for US GAAP purposes and, as such, were recorded at fair value with the unrealized gain and losses reported as net of income tax included in other comprehensive income in the Shareholders´ equity, in accordance with ASC 320 “Investment – Debt and Equity Securities”.

 

The table below shows the investments classified as available for sale securities:

 

   June 30, 2015
 
 
 
 
Amortized
Cost
 
 
Book
Value
 
 
Fair
Value
 
 
Accumulated Unrealized
(Loss)/Gain
 
 
Shareholders’ equity
Adjustment
                
Securities issued by Argentine Central Bank and (*)   Ps.1,011,384    1,012,162    1,012,195    811    33 
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement (*)    285,431    285,488    288,281    2,850    2,793 
Total   Ps.1,296,815    1,297,650    1,300,476    3,661    2,826 

 

(*)These lines do not include reverse repo transactions for an amount of Ps. 675,214 that have been adjusted in Note 34.II.f. “Repurchase agreements” and forward transactions pending settlement for an amount of Ps. 51,248. These operations have not been considered for US GAAP purposes. Forward transactions pending settlement shall register as of the trade date under US GAAP.

 

   December 31, 2014
   Amortized  Book  Fair  Accumulated Unrealized  Shareholders’ equity
   Cost  Value  Value  (Loss)/Gain  Adjustment
    
                
Securities issued by Argentine Central Bank   Ps.698,000    697,868(*)   696,953    (1,047)   (915)
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    383,413    383,413    366,522    (16,891)   (16,891)
Total   Ps.1,081,413    1,081,281    1,063,475    (17,938)   (17,806)

 

(*)These lines do not include reverse repo transactions for an amount of Ps. 37,840 that have been adjusted in Note 34.II.f. “Repurchase agreements” and forward transactions pending settlement for an amount of Ps. 7,565. These operations have not been considered for US GAAP purposes. Forward transactions pending settlement shall register as of the trade date under US GAAP.

 

 F-110 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The amount of the unrealized gain or loss on available for sale securities, before tax, that have been included in accumulated other comprehensive income is as follows:

 

Securities   December 31, 2014   Increase   Decrease   June 30, 2015
                 
Securities issued by Argentine Central Bank   Ps. (1,047 )   Ps. 2,528     Ps. (670 )   Ps. 811  
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement     (16,891 )     20,979       (1,238 )     2,850  
Total   Ps. (17,938 )   Ps. 23,507     Ps. (1,908 )   Ps. 3,661  

 

Securities   December 31, 2013   Increase   Decrease   June 30, 2014
Securities issued by Argentine Central Bank   Ps.     Ps. 1,024     Ps. (313 )   Ps. 711  
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement     1,435       121       (2,400 )     (844 )
Total   Ps. 1,435     Ps. 1,145     Ps. (2,713 )   Ps. (133 )

 

The maturities of available for sale securities as of June 30, 2015 are as follows:

 

    June 30, 2015
Securities            Within 1 year          After 1 year but within 5 years         After 5 year but within 10 years         Total
Securities issued by Argentine Central Bank   Ps. 1,012,195     Ps.     Ps.   Ps. 1,012,195  
Unlisted corporate bonds           35,764       119,159     154,923  
Securities receivable under spot and forward purchases pending settlement     127,969       1,276       4,113     133,358  
Total   Ps. 1,140,164     Ps. 37,040     Ps. 123,272   Ps. 1,300,476  

  

In addition, the Group has evaluated whether there was a decline in the value of the security that is other-than temporary as defined by ASC 310-10.

 

The table below presents the fair value and the associated gross unrealized losses on AFS debt securities and whether these securities have had gross unrealized losses for less than 12 months or for 12 months or longer as of June 30, 2015 and December 31, 2014:

 

   Less than 12 months  Total
   Gross Unrealized losses  Fair Value  Gross Unrealized losses  Fair Value
June 30, 2015            
             
Securities issued by Argentine Central Bank   Ps.(670)   162,447   Ps.(670)   162,447 
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    (1,238)   25,402    (1,238)   25,402 
Total  Ps.(1,908)   187,849   Ps.(1,908)   187,849 

 

 F-111 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   Less than 12 months  12 months or more  Total
   Gross Unrealized losses  Fair
Value
  Gross Unrealized losses  Fair Value  Gross Unrealized losses  Fair
Value
December 31, 2014                  
                   
Securities issued by Argentine Central Bank   Ps.(1,047)   696,953   Ps.       Ps.(1,047)   696,953 
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    (14,146)   332,642    (2,745)   33,880   (16,891)   366,522 
Total  Ps.(15,193)   1,029,595   Ps.(2,745)   33,880   Ps.(17,938)   1,063,475 

 

For purposes of determining whether the decline in fair value for these categories of securities qualifies as “other than temporary impairment,” the Group has considered the following factors:

 

The decline in fair value is not attributable to credit quality. It solely derives from adverse interest rate fluctuations of observable inputs of similar instruments according to their fair value hierarchy.
   
Future principal payments will be sufficient to recover the current amortized cost of these investments.
   
The Group has the intention to hold these securities at least until their fair value recover to a level that exceeds their amortized cost.
   
The extent to which the fair value has been less than the amortized cost is not relevant for these categories of securities.

 

As of June 30, 2015 and December 31, 2014 the Group has evaluated if an “other than temporary impairment” exists. As a result of its analysis, has determined that the decrease was temporary in nature and no impairment has to be recorded under US GAAP.

 

Net income adjustment between Argentine GAAP and US GAAP for the six months periods ended June 30, 2015 and 2014 amounted to Ps. (967) and Ps. 42, respectively.

 

f. Vacation Provision

 

Following Argentine Banking GAAP, the cost of vacations earned by employees is recorded by the Group when paid.

 

US GAAP requires that this expense be recorded on an accrual basis as the vacations are earned.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (158,584) and Ps. (166,949), respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. 8,365 and Ps. (9,593), respectively.

 

g. Derivative Instruments

 

The Group enters into derivative transactions, mainly, futures, forward, options and interest rate swaps.

 

Under Argentine Banking GAAP futures, forward and options are accounted at fair value and interest rate swap at its notional value. Over this value, the Group agrees to pay a fix interest rate and to receive a floating interest rate. The differences arising between fixed and floating rates of interest rate swaps are settled monthly and are recorded at their net position. This net position is calculated instrument by instrument.

 

 F-112 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under US GAAP, ASC 815 “Derivatives and Hedging” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities.

 

The standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Group had no embedded derivatives and does not apply hedge accounting in accordance with FASB ASC 815.

 

Under US GAAP, the Group estimates the fair value on the interest rate swaps according with ASC 820 and present derivative instruments on a net basis by counterparty when the right of offset exists.

 

There are not shareholders´ equity adjustments between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014. Net income adjustment between Argentine Banking GAAP and US GAAP for the six months period ended June 30, 2014 amounted to Ps. (519).

 

Under US GAAP, FASB ASC 815 also requires additional disclosures, as follows:

 

   June 30,  December 31,
   2015  2014
Derivatives not designated as hedging instruments under FASB ASC 815  Balance sheet classification (1)  Fair
value
  Balance sheet classification (1)  Fair
value
             
Assets derivatives                
Foreign exchange contracts  Other receivables   164   Other receivables   46,895 
   from financial       from financial     
   intermediation       intermediation     
Total assets derivatives      164       46,895 
                 
Liability derivatives                
Foreign exchange contracts  Other liabilities      Other liabilities   113 
   from financial       from financial     
   intermediation       intermediation     
                 
Options  Other liabilities      Other liabilities   483 
   from financial       from financial     
   intermediation       intermediation     
Total liability derivatives             596 

 

(1) According to Central Bank rules.

 

See amounts of gain or (loss) recognized in income on derivatives in Note 25.c.

 

The balances disclosed in the table above are presented on gross basis and no offsetting was practiced.

 

h. Special termination arrangements

 

Special termination arrangements are postemployment benefits that a group of eligible employees receive during the period between their effective termination date and their retirement age, when they voluntary accepts an irrevocable termination arrangement.

 

Under Argentine Banking GAAP, the costs of the special termination arrangement are recorded when paid.

 

Under ASC 712 “Special termination benefits” a liability should be recorded and an expense recognized in the period the employees irrevocably accept the offer and the amount of the termination liability is reasonably estimable.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (71,901) and Ps. (69,654), respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. (2,247) and Ps. (30,068), respectively.

 

 F-113 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

i. Customer Loyalty Program

 

The Group offers reward programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards, including goods and travels among others.

 

Under Argentine Banking GAAP, the Group recorded a liability based on the redemptions paid during the last 12 months.

 

Under US GAAP the Group establishes a reward liability based upon the points earned that are expected to be redeemed and the average cost per point redeemed. The points to be redeemed are estimated based on past redemption behavior, card product type, and other historical card performance. The liability is reduced as the points are redeemed.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (43,855) and Ps. (49,190), respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. 5,335 and Ps. (11,053), respectively.

 

j. Credit Card Loans— Imputed Interest

 

As of June 30, 2015 and December 31, 2014, the Group has granted credit card loans with zero interest rates or preferential interest rates. Under Argentine Banking GAAP, the Group has recorded the investment at the amount granted without consideration of the market interest rate involved in the transaction.

 

Under US GAAP, ASC 835-30 establishes a method to determine the interest rate corresponding to these types of transactions. This Standard provides guidance for the appropriate accounting when the face amount of an account receivable does not reasonably represent the present value of the consideration given or received in the exchange.

 

The objective is to approximate the interest rate for an account receivable that would have resulted if an independent borrower and an independent lender had negotiated a similar transaction under comparable terms and conditions with the option to pay the cash price upon purchase for the amount of the purchase that bears the prevailing rate of interest to maturity.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of June 30, 2015 and December 31, 2014 amounted to Ps. (48,000) and Ps. (34,354), respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. (13,646) and Ps. 10,239, respectively.

 

k. Deferred income tax

 

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera S.A. are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Supervielle and Grupo Supervielle’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Supervielle and its non-banking subsidiaries have recognized a deferred tax asset as of June 30, 2015 and December 31, 2014.

 

In addition, the Group records as an asset the credit related with Minimum Presumed Income Tax amounting to Ps. 6,243 and Ps. 6,370 as of June 30, 2015 and December 31, 2014, respectively. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

 

 F-114 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

For purposes of US GAAP reporting, the Bank and Cordial Compañía Financiera S.A. apply FASB ASC 740 “Income Taxes”. Under this method, income taxes recognized using the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and their respective tax basis. Deferred tax assets are also recognized if it is more likely than not those assets will be realized.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recorded or settled. The effect of a change in tax rates is recognized in income in the period when enacted. A valuation allowance is recognized for that component of net deferred tax assets which is “more likely than not” that it will not be realized. Under this pronouncement, an enterprise must use judgment in considering the relative impact of negative and positive evidence to determine if a valuation allowance is needed or not.

 

As of June 30, 2015 and December 31, 2014, and based on the analysis performed on the realizability of the deferred tax assets, the Group believes that is more likely than not that it will recover all the temporary differences and no portion of the net operating tax loss carryforward with future taxable income and, therefore, a valuation allowance was provided against the net operating tax loss carryforward based on the taxable income projections.

 

Legal entities in Argentina file their individual tax returns with the tax authority and consolidation of tax returns are not permitted. Consequently, deferred tax assets, deferred tax liabilities, and valuation allowances are determined based on the individual positions of each legal entity.

 

As such, the US GAAP adjustment included: a) Deferred Income Taxes for banking companies not recorded for local purposes and; b) tax effects on the US GAAP adjustments including in the reconciliation.

 

Deferred tax assets (liabilities) are summarized as follows:

 

  June 30, 2015
  ASC 740-10 applied to Argentine Banking GAAP balances  ASC 740-10 applied to US GAAP adjustments  ASC 740-10
Total
Deferred tax assets              
Loan loss reserves Ps.32,512   Ps.438   Ps.32,950 
Intangible Assets      11,618    11,618 
Loans origination fees and cost      11,681    11,681 
Provisions  16,934    96,019    112,953 
Transfer of Financial Assets      28,278    28,278 
Credit Card Loans – Imputed Interest      16,800    16,800 
Financial Guarantees      1,807    1,807 
Loss carry forward  116,702        116,702 
  Ps.166,148   Ps.166,641   Ps.332,789 
               
Deferred tax liabilities              
Fixed Assets Ps.18,298   Ps.(7,254)  Ps.11,044 
Intangible assets  5,306    8,615    13,921 
Others      989    989 
  Ps.23,604   Ps.2,350   Ps.25,954 
               
Net deferred income tax asset before valuation allowance Ps.142,544   Ps.164,291   Ps.306,835 
Valuation allowance  (116,702)       (116,702)
Net deferred income tax assets Ps.25,842   Ps.164,291   Ps.190,133 

 

 F-115 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

  December 31, 2014
  ASC 740-10 applied to Argentine Banking GAAP balances  ASC 740-10 applied to US GAAP adjustments  ASC 740-10 Total
Deferred tax assets              
Loan loss reserves Ps.63,033   Ps.11,685   Ps.74,718 
Intangible Assets      8,701    8,701 
Loans origination fees and cost      17,434    17,434 
Provisions  19,076    100,028    119,104 
Transfer of Financial Assets      26,909    26,909 
Government securities and other investments      6,232    6,232 
Credit Card Loans – Imputed Interest      12,024    12,024 
Other  1,416        1,416 
Loss carry forward  92,430        92,430 
  Ps.175,955   Ps.183,013   Ps.358,968 
               
Deferred tax liabilities              
Fixed Assets Ps.20,391   Ps.(5,743)  Ps.14,648 
Intangible assets  11,413    10,865    22,278 
Others      476    476 
  Ps.31,804   Ps.5,598   Ps.37,402 
               
Net deferred income tax asset before valuation allowance Ps.144,151   Ps.177,415   Ps.321,566 
Valuation allowance  (92,430)       (92,430)
Net deferred income tax assets Ps.51,721   Ps.177,415   Ps.229,136 

 

The following table reconciles the statutory income tax rate in Argentina to the Group´s effective tax rate calculated on the basis of US GAAP for the six months periods ended June 30, 2015 and 2014:

  

   June 30,
   2015  2014
Pre-tax income in accordance with US GAAP (a)  Ps.291,645   Ps.231,624 
Statutory income tax rate   35%   35%
Tax on net income at statutory rate  Ps.102,076   Ps.81,068 
Permanent tax differences   11,966    6,717 
Changes in valuation allowance   24,273    19,724 
Income tax in accordance with US GAAP  Ps.138,315   Ps.107,509 

 

(a) Includes pre-tax income of trusts that are consolidated under US GAAP, as described in Note 34.I.d.

 

 F-116 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions taken or expected to be taken in a tax return. As of June 30, 2015 and December 31, 2014, there were no uncertain tax positions.

 

The following table shows the tax years open for examination as of June 30, 2015, in which the Group’s operate:

 

Jurisdiction Tax year  
Argentina 2010 – 2014

 

l. Accounting for guarantees

 

The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.

 

Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.

 

Under US GAAP, FASB ASC 460 “Guarantees” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Group with an offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Group is decreasing its risk. As of June 30, 2015 and December 31, 2014, the fair value of the guarantees less the estimated proceeds from collateral amounted to Ps. (5,162) and Ps. 1,360, respectively. Net income adjustment for the six months periods ended June 30, 2015 and 2014 amounted to Ps. (6,522) and Ps. (4,169).

 

m. Non-controlling interest

 

Argentine Banking GAAP requires to record non-controlling interests as a component of the liabilities. Under US GAAP, FASB ASC 810 requires to record such interests as shareholders’ equity. As consequence, consolidated net income and comprehensive income are reported with separate disclosure of the amounts attributable to the parent company and to the non-controlling interest. The non-controlling interest in accordance with Argentine Banking GAAP has been eliminated for US GAAP reconciliation purposes. Also, non-controlling interest under US GAAP reflects the effect in non-controlling interest of all the other US GAAP adjustments discussed.

 

Had US GAAP been applied, the Group’s shareholder’s equity would increase by Ps. 10,006 and Ps. 12,586 at June 30, 2015 and December 31, 2014, respectively. In addition, income for the six months periods ended June 30, 2015 and 2014 would have decrease by Ps. 1,442 and Ps. 190, respectively.

 

II, Additional disclosure requirements:

 

a)Comprehensive income

 

“Reporting Comprehensive Income” ASC 220 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.

 

 F-117 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following disclosure presents the Comprehensive Income according to ASC 220, for the six months periods ended June 30, 2015 and 2014:

 

   June 30,
   2015  2014
Income Statement          
Financial income   Ps.3,326,451   Ps.2,682,005 
Financial expenses    (1,737,849)   (1,351,716)
Gross financial margin – gain    1,588,602    1,330,289 
Loan Loss provisions    (244,019)   (276,681)
Services fee income    1,108,825    920,048 
Services fee expense    (342,865)   (251,935)
Administrative expenses    (1,918,766)   (1,515,313)
Subtotal- Income from financial transactions    191,777    206,408 
Income from insurance activities    71,806     
Miscellaneous income    115,173    78,346 
Miscellaneous losses    (87,111)   (53,130)
Income before tax    291,645    231,624 
Income Tax    (138,315)   (107,509)
Net income under US GAAP   Ps.153,330   Ps.124,115 
           
Less: Net Income attributable to the Non-controlling Interest.    (44,609)   (22,306)
Net Income attributable to the Group   Ps.108,721   Ps.101,809 

 

  (a) includes net income from participation in Financial Trust consolidated under US GAAP

 

Comprehensive income

 

   June 30,
   2015  2014
Net income for the period   Ps.153,330   Ps.124,115 
Other comprehensive income:          
Gross unrealized (loss) / gain, net    21,599    (1,568)
Estimated tax benefit / (loss) on unrealized (loss) / gain on available for sale securities    (7,560)   549 
Unrealized (loss) / gain, net of tax    14,039    (1,019)
Comprehensive income   167,369    123,096 
Less: Other comprehensive income attributable to non-controlling interest    (1,138)   83 
Less: Comprehensive income attributable to non-controlling interest    (44,609)   (22,306)
Comprehensive income attributable to the Group   Ps.121,622   Ps.100,873 

 

   June 30,
   2015  2014
Unrealized net (loss) / gains - Available for sale securities   Ps.3,661   Ps.(133)
Estimated tax benefits / (loss) on unrealized net gains on available for sale securities    (1,281)   47 
Accumulated other comprehensive income, net   Ps.2,380   Ps.(86)

 

 F-118 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

b) Statements of Income and Balance Sheets

 

The presentation of financial statements according to the Argentine Banking GAAP differs significantly from the format required by the SEC under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The income statements presented below disclose the categories required by Article 9 using Argentine Banking GAAP:

  

   June 30,
   2015  2014
Interest income          
Interest and fees on loans  Ps.2,590,772   Ps.1,774,349 
Interest and dividends on investment securities taxable   278,740    344,717 
Interest on other receivables from financial transactions   25,160    21,455 
   Ps.2,894,672   Ps.2,140,521 
Interest expense          
Interest on deposits   978,944    760,847 
Interest on short-term liabilities from financial intermediation   201,894    133,746 
Interest on long-term liabilities from financial intermediation   38,069    30,427 
   Ps.1,218,907   Ps.925,020 
           
Net interest income   Ps.1,675,765   Ps.1,215,501 
           
Provision for loan losses, Net of reversals    229,344    138,618 
Net interest income after provision for loan losses   Ps.1,446,421   Ps.1,076,883 
               
Non-interest income          
Service charges on deposit accounts   Ps.312,584   Ps.248,948 
Credit-card service charges and fees    291,919    235,726 
Other commissions   431,520    293,645 
Loans related commissions   221,537    210,192 
Income from equity in other companies   5    537 
Foreign exchange, net   32,052    73,333 
Other    158,826    43,810 
Total non-interest income  Ps.1,448,443   Ps.1,106,191 
           
Non-interest expense          
Commissions   Ps.163,418   Ps.143,352 
Personnel expenses    1,315,408    969,861 
Fees and external administrative services    115,210    68,262 
Depreciation of premises and equipment    27,095    20,224 
Renting    70,575    57,641 
Electricity and communications    49,406    40,716 
Advertising and publicity    151,987    103,193 
Taxes    398,899    285,284 
Amortization of other intangibles    42,941    32,025 
Repair maintenance and conservation    67,314    48,669 
Insurance   6,697    6,222 
Security Services   42,494    32,068 
Other Provisions and reserves   11,144    11,378 
Other   247,815    88,092 
Stationary and supplies    14,397    9,472 
Total non-interest expense   Ps.2,724,800   Ps.1,916,459 
           
Income before tax expense    170,064    266,615 
Income tax expense    44,940    91,233 
Net Income attributable to Parent Company   Ps.125,124   Ps.175,382 
Net Income attributable to non-controlling interest   Ps.(4,209)   (5,603)
Net Income   Ps.120,915   Ps.169,779 

 

 F-119 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis 

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Argentine Banking GAAP also requires certain classifications of assets and liabilities, which are different from those required by Article 9. The following balance sheet presents Grupo Supervielle’s balance sheet as of June 30, 2015 and December 31, 2014, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.

 

   June 30,   December 31,
   2015  2014
Assets          
Cash and due from banks   Ps.1,005,346   Ps.1,250,818 
Interest bearing deposits in other Banks    2,301,751    2,398,266 
Trading account assets    771,666    272,372 
Available for sale securities (*)    2,024,112    1,119,121 
Loans    17,102,415    14,654,680 
Allowances for loan losses    (525,072)   (424,137)
Loans, net   16,577,343    14,230,530 
Other receivables from financial transactions    1,661,319    1,351,967 
Miscellaneous receivables    370,912    382,814 
Premises and equipment    180,496    175,606 
Intangible Assets – Goodwill    45,111    49,762 
Intangible Assets – Other    171,685    165,805 
Other assets    2,461,780    1,844,120 
Total assets   Ps.27,571,521   Ps.23,241,194 

 

   June 30,   December 31,
   2015  2014
Liabilities and Shareholders’ Equity:          
Noninterest bearing Deposits   Ps.4,804,070   Ps.3,702,575 
Interest bearing Deposits   15,315,827    13,047,605 
Short-term borrowing    1,278,452    728,263 
Other liabilities    105,148    230,242 
Amounts payable for spot and forward purchases pending settlement    134,445    200,482 
Other liabilities from financial transactions    2,025,621    1,498,448 
Long-term debt    1,021,168    1,095,073 
Other Liabilities    949,687    926,984 
Contingent liabilities    57,628    49,786 
Total Liabilities   Ps.25,692,046   Ps.21,479,458 
           
Total Parent Company shareholders´ equity    1,820,516    1,706,986 
Non-controlling Interest    58,959    54,750 
Total liabilities and shareholders’ equity   Ps.27,571,521   Ps.23,241,194 

 

(*) The carrying value and market value of securities classified into “available-for-sale securities” have been mentioned in note 34.1.e.

 

In the following table is a description of total loans by categories:

 

   June 30,  December 31,
   2015  2014
           
Financial Sector    1.9%   2.1%
Services    6.0%   5.3%
Primary Products    8.4%   10.5%
Consumer    59.4%   53.4%
Retail Trade    1.5%   3.6%
Construction    7.5%   6.3%
Manufacturing    7.9%   10.0%
Other    7.4%   8.8%

 

 F-120 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

 c) Fair Value Measurements Disclosures

 

ASC 820 -10 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

In addition, ASC 825 -10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825 -10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes in fair value recognized in net income. As a result of ASC 825 -10 analyses, the Group has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

 

Fair Value Hierarchy

 

ASC 820 -10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

ASC 820 -10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

  Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

  

  Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 

  Level 2 – inputs include the following:

  a) Quoted prices for similar assets or liabilities in active markets;
  b) Quoted prices for identical or similar assets or liabilities in non-active markets;
  c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
  d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means
     

 Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

 F-121 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Determination of Fair Value

 

The Group identified and categorized different assets and liabilities measured at fair value in accordance with the requirements of FASB ASC 820.

 

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Group’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

 

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

 

Description of the measurement processes

 

The Group uses fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for government and private securities (debt instruments issued by National Government and Central Bank and other) classified as available for sale or trading account, forward transactions pending settlement and derivatives (forward transactions without delivery of underlying assets and interest rate swaps).

 

 F-122 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Assets

 

Government and corporate securities

 

Investment securities: as quoted market prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and government bonds, instruments issued by BCRA and corporate securities. In addition, if market prices are not available quoted prices for similar assets in active markets have been used and the securities were classified as Level 2 of the valuation hierarchy.

 

Derivatives Financial Instruments

 

Forward transactions traded in auto regulated markets are made through recognized exchange markets, such as MAE and ROFEX. Therefore, they are classified in Level 1 of the fair-value hierarchy.

 

Interest rate swap transactions: if market prices and quoted prices for similar assets in active markets are not available the Group has been used the “income approach”, estimating the fair values based on their own assumptions, which were developed based on similar assumptions to those used by who would use any market participant. For this approach, we used discounted cash flow methodology and the securities were classified as Level 3 of the valuation hierarchy. The Group has not changed the methods and assumptions used to estimate the fair value of financial instruments at the closing date of these consolidated financial statements.

 

In addition, the Group’s valuation policies and procedures for Level 3 instruments are under the direction of the accounting and financial management. The Management is in charge of developing, reviewing, approving and monitoring the key model inputs, critical valuation assumptions and proposed discount rates utilized for the valuation of Level 3 instruments. In addition, the Management is also in charge of monitoring the changes in fair values of Level 3 instruments from period to period.

 

Items measured at fair value on a recurring basis

 

The following table presents the financial instruments carried at fair value as of June 30, 2015 and December 31, 2014, under US GAAP:

 

Balances as of June 30, 2015   Total fair value   Quoted market prices in active markets - Level 1   Internal models with significant observable market parameters - Level 2   Internal models with significant unobservable markets parameters - Level 3
Assets                                
Government and corporate securities                                
Holdings of trading securities   Ps. 695,131     Ps. 695,131     Ps.     Ps.  
Unlisted Government securities     1       1              
Investments in listed corporate securities     53,966       53,966              
Securities issued by the Argentine Central Bank (*)     1,012,195       1,012,195              
Other receivables from financial intermediation                            
Derivative instruments     164       164              
Securities receivable under spot and forward purchases pending settlement     134,304       134,304              
Unlisted corporate bonds     154,923       154,923              
    Ps. 2,050,684     Ps. 2,050,684     Ps.     Ps.  
Liabilities                                
Securities to be delivered under spot and forward sales pending settlement   Ps. 797,637     Ps. 797,637     Ps.     Ps.  
    Ps. 797,637     Ps. 797,637     Ps.     Ps.  

 

 F-123 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Balances as of December 31, 2014  Total fair value  Quoted market prices in active markets - Level 1  Internal models with significant observable market parameters - Level 2  Internal models with significant unobservable markets parameters - Level 3
Assets                    
Government and corporate securities                    
Holdings of trading securities   Ps.98,656   Ps.98,656   Ps.   Ps. 
Unlisted Government securities    1    1         
Investments in listed corporate securities    173,715    173,715           
Securities issued by the Argentine Central Bank    696,953    696,953         
Other receivables from financial intermediation                    
Derivative instruments    46,895    46,895         
Securities receivable under spot and forward purchases pending settlement    186,591    186,591         
Unlisted corporate bonds    179,931    179,931         
   Ps.1,382,742   Ps.1,382,742   Ps.   Ps. 
Liabilities                    
Securities to be delivered under spot and forward sales pending settlement   Ps.60,903   Ps.60,903   Ps.   Ps. 
Derivative instruments    596    596         
   Ps.61,499   Ps.61,499   Ps.   Ps. 

 

As of June 30, 2015 and December 31, 2014 there are not assets and liabilities recording at fair value on a non-recurring basis.

 

As of June 30, 2015 and December 31, 2014, the Group has not made transfers in or out of Level 1, Level 2, and Level 3.

 

The following is the reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period:

 

   Fair value measurements using significant
   unobservable inputs (Level 3)
   June 30, 2014
Description  Derivatives
      
Balance at December 31, 2013    519 
Total gains or losses    (519)
- Included in earnings (or changes in net assets)    (519)
Balance at June 30, 2014     

 

 F-124 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

d) Disclosure about Fair Value of Financial Instruments.

 

ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosures of estimates of fair value of financial instruments. These estimates were made as of June 30, 2015 and December 31, 2014. Because many of the Group’s 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.

 

   June 30,         
   2015         
   Book Value  Fair Value  Level 1  Level 2  Level 3
Non derivative activities                         
Assets                         
Cash and due from banks (1)   Ps.3,307,097   Ps.3,307,097    3,307,097         
Government and Corporate securities (2) (*)    1,760,012    1,761,293    1,761,293         
Loans and leases (3)    17,776,508    18,754,086            18,754,086 
Others (**) (4)    2,691,448    2,741,009    2,741,009         
                          
Liabilities                         
Deposits (5) $  Ps.20,119,897   Ps.20,150,966            20,150,966 
Other liabilities from financial transactions (6)   2,742,989    2,742,989    2,742,989         
Negotiable obligations (7)    1,716,697    1,779,221            1,779,221 
Others (8)    949,687    949,687    949,687         

 

(*) “Government and Corporate securities” includes an adjustment related to reverse repo transactions operations and forward transactions pending settlement for an amount of Ps. 699,030 that have been adjusted for US GAAP purposes.

 

(**) “Assets - Others” include forward transactions pending settlement for an amount of Ps. 50,000 that have been adjusted for US GAAP purposes.

 

   December 31,         
   2014         
   Book Value  Fair Value  Level 1  Level 2  Level 3
Non derivative activities                         
Assets                         
Cash and due from banks (1)   Ps.3,649,084   Ps.3,649,084    3,649,084         
Government and Corporate securities (2) (*)    1,008,080    1,007,165    1,007,165         
Loans and leases (3)    15,180,426    15,774,149            15,774,149 
Others (4)    2,268,083    2,298,434    2,298,434         
                          
Liabilities                         
Deposits (5)   Ps.16,892,730   Ps.17,184,702            17,184,702 
Other liabilities from financial transactions (6)   2,158,472    2,158,472    2,158,472         
Negotiable obligations (7)    1,363,794    1,427,146            1,427,146 
Others (8)    926,984    926,984    926,984         

 

(*) “Government and Corporate securities” includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 34.II.f. “Repurchase agreements”.

  

 F-125 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

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 risk. The carrying values as of June 30, 2015 and December 31, 2014 are a reasonable estimate of fair value.

 

(2) Government and Corporate securities: When available, the Group uses quoted market prices to determine the fair value. If market prices are not available, quoted prices for similar assets in active markets have been used to calculate the fair value.

 

(3) Loans: The fair values of loans are estimated for groups with similar characteristics, including type of loan, credit quality incorporating the credit risk factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. For non-performing loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate. The fair value of “loans” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

 

(4) Others: Includes other receivables from financial transactions and equity investments in other companies. This caption also includes financial trusts certificates of participation the fair value of which is estimated using valuation techniques to convert the future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The estimate of the cash flows is based on the future cash flows from the securitized assets, considering prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not within the scope of ASC 825, Financial Instruments. Equity investments in other companies are carried at market value less costs to sell.

 

(5) Deposits: The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.

 

(6) Other liabilities from financial transactions: Includes credit lines borrowed under different credit arrangements. As of June 30, 2015 and December 31, 2014, 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.

 

(7) Negotiable obligations: As of June 30, 2015 and December 31, 2014, 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.

 

(8) Others: Includes other liabilities from financial transactions. Their fair value was estimated at the expected future cash flows discounted at the estimated market rates at year-end.

 

e) Segment Reporting

 

The Group has disclosed its segment information in accordance with the “Disclosures about Segments of an Enterprise and Related Information” ASC 280-10. 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 (CODM) 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.

 

 F-126 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group measures the performance of each of its business segments primarily in terms of net income (i.e., net revenues–or financial income and service fee income, net of financial expenses and service fee expenses–after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under “Adjustments.”

 

Income from financial transactions and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group’s consolidated financial statements.

 

The Group operates its business along the following segments:

 

  Retail Banking: Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.
     
  Corporate Banking: Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.
     
  Treasury: The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.
     
  Consumer Finance: Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors. We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.
     
  Insurance: Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.
     
  Asset Management & Other Services: We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

  

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Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Below is a table with the information for each segment identified by the Group as of and for the six months periods ended June 30, 2015 and 2014.

 

   As of June 30, 2015
   (in thousands of pesos)
    Retail Banking    Corporate Banking    Treasury    Consumer Finance    Insurance    Asset Mgmt & Other Services    Adjustments    Consolidated Total 
                                         
Financial income    1,338,939    829,484    305,005    478,958    6,326    26,096    (58,083)   2,926,725 
Financial expenses    (675,566)   (148,731)   (427,860)   (233,664)   (96)   (11,332)   (5,089)   (1,502,338)
Distribution of Income (Expenses) for Treasury Funds    307,034    (459,832)   152,798                     
Gross intermediation margin    970,407    220,921    29,943    245,294    6,230    14,764    (63,172)   1,424,387 
Provision for loan losses    (141,439)   (33,942)   165    (79,441)       (2,817)       (257,474)
Services Fee Income    851,208    176,572    8,802    234,984        54,935    (68,941)   1,257,560 
Services Fee Expenses    (264,910)   (18,748)   (2,560)   (106,515)       (392)   44,925    (348,200)
Net Service Fee Income    586,298    157,824    6,242    128,469        54,543    (24,016)   909,360 
Income from Insurance Activities                    53,310        18,496    71,806 
Direct costs    (965,849)   (72,707)   (26,097)   (301,468)   (25,113)   (63,160)   28,310    (1,426,084)
Indirect costs    (391,306)   (131,284)   (57,754)                   (580,344)
Income from financial transactions    58,111    140,812    (47,501)   (7,146)   34,427    3,330    (40,382)   141,651 
Miscellaneous Income / (Expenses)    (7,299)   12,814    144    27,000    91    29,841    (34,178)   28,413 
Non-controlling interests result                            (4,209)   (4,209)
Income Before Income Tax    50,812    153,626    (47,357)   19,854    34,518    33,171    (78,769)   165,855 
                                         
Income tax    4,971    (38,328)   13,457    37    (13,466)   (11,611)       (44,940)
Net income    55,783    115,298    (33,900)   19,891    21,052    21,560    (78,769)   120,915 

 

   As of June 30, 2014
   (in thousands of pesos)
    Retail Banking    Corporate Banking    Treasury    Consumer Finance    Insurance    Asset Mgmt & Other Services    Adjustments    Consolidated Total 
Financial income    863,535    657,734    386,283    353,168    1,946    17,998    (56,477)   2,224,187 
Financial expenses    (421,392)   (113,705)   (390,713)   (181,739)   (49)   (6,996)   23,917    (1,090,677)
Distribution of Income (Expenses) for Treasury Funds    240,078    (411,605)   171,527                     
Gross intermediation margin    682,221    132,424    167,097    171,429    1,897    11,002    (32,560)   1,133,510 
Provision for loan losses    (100,435)   (9,305)   46    (60,359)       (1,150)       (171,203)
Services Fee Income    678,333    127,936    10,948    188,786        37,633    (55,125)   988,511 
Services Fee Expenses    (200,718)   (13,777)   (3,718)   (79,523)       (360)   41,510    (256,586)
Net Service Fee Income    477,615    114,159    7,230    109,263        37,273    (13,615)   731,925 
Direct costs    (708,928)   (59,307)   (19,886)   (228,196)   (1,333)   (32,987)   23,866    (1,026,771)
Indirect costs    (287,153)   (96,413)   (42,847)                   (426,413)
Income from financial transactions    63,320    81,558    111,640    (7,863)   564    14,138    (22,309)   241,048 
Miscellaneous Income / (Expenses)    25,531    (2,630)   (394)   14,095        9,579    (20,614)   25,567 
Non-controlling interests result                            (5,603)   (5,603)
Income Before Income Tax    88,851    78,928    111,246    6,232    564    23,717    (48,526)   261,012 
                                         
Income tax    (11,623)   (26,243)   (41,002)   1,360    (289)   (8,710)   (4,726)   (91,233)
Net income    77,228    52,685    70,244    7,592    275    15,007    (53,252)   169,779 

 

f) Repurchase agreements

 

The Group entered into Repo and Reverse Repo agreements of financial instruments as disclose in Note 8.

 

In accordance with BCRA Rules, the Group derecognizes the securities transferred under the repurchase agreement and records an asset related to the future repurchase of these securities. Contemporaneously, the Group records a liability related to the cash received in the transaction. As mentioned in Note 3.8, the asset related to securities to be repurchased is measured as the same criteria as the transferred securities.

 

Similar treatment applies to reverse repo agreements.

 

Under US GAAP, FASB ASC 860 “Transfers and Servicing”, these transactions have not qualified as sales and therefore these transactions are recorded as secured financings.

 

 F-128 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Had US GAAP been applied, the Group’s assets and liabilities would have decreased by approximately Ps. 697,782 and Ps. 37,840 as of June 30, 2015 and December 31, 2014, respectively.

 

In addition, the measurement adjustments of those securities are included in Note 34.e.

 

g) Acceptances

 

Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts, Under US GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Transactions” representing Group customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Group. Acceptances should be included in “Other Liabilities from Financial Transactions” representing the Group’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange.

 

The Group’s assets and liabilities would be increased by approximately Ps. 15,221 and Ps. 20,202 had US GAAP been applied as of June 30,2015 and December 31, 2014, respectively.

 

h) Items in process of collection

 

The Group does not give accounting recognition to checks drawn on the Group 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 Group in memorandum accounts, US GAAP, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Group.

 

Grupo Supervielle’s assets and liabilities would be increased by approximately Ps. 1,037,487 and Ps. 675,173 applying US GAAP at June 30, 2015 and December 31, 2014, respectively.

 

i) Earnings per share

 

Argentine Banking GAAP rules do not require the disclosure of earnings per share or dividends per share.

 

Under US GAAP, FASB ASC 260 “Earning Per Share”, it is required to present basic per-share amounts (basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.

 

Diluted earnings per share (diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same.

 

The following table sets forth the computation of basic EPS:

 

   June 30,
   2015  2014
Earnings per share under US GAAP      
Numerator          
Net income for the period attributable to the Group net of preferred dividends   Ps.148,645,000   Ps.126,671,000 
Denominator          
Average number of shares outstanding    122,885,264    122,885,264 
Net income per common share          
Basic and diluted   Ps.1.2096   Ps.1.0308 

  

 F-129 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

j) Cash Flow

 

The statement of cash flows under Argentine Banking GAAP differs from the statement of cash flows under US GAAP. According to ASC 230, the statement of cash flows for a period shall report net cash provided or used by operating, investing and financing activities.

 

The statement of cash flows under US GAAP is shown below:

 

   June 30,
   2015  2014
Cash and cash equivalents at the beginning of the year   Ps.4,236,987   Ps.3,022,240 
Cash and cash equivalents at the end of the period    4,911,028    4,542,608 
Net increase in cash and cash equivalents   Ps.674,041   Ps.1,520,368 
           
Causes of changes in cash and cash equivalents          
           
Cash Flow from operating activities          
Net (payments)/collections related to:          
           
Interest received on loans, leases and government securities    3,306,816    2,396,202 
Interest paid    (1,404,880)   (1,141,004)
Purchases of Trading Securities    (1,943,034)   (1,347,358)
Proceeds from sales of Trading Securities    1,385,747    1,914,206 
Decrease in Other receivables from financial transactions    101,995    213,132 
Fees and commissions received    1,326,305    1,024,506 
Fees and commissions paid    (2,305,545)   (1,654,265)
Increase in intangible assets    (41,514)   (22,448)
Payments of income tax / minimun presumed income tax    (193,495)   (126,513)
Net collections / (payments) related to other operating activities    44,190    (32,306)
Net cash provided by operating activities   Ps.276,585   Ps.1,224,152 
           
Cash Flow from investing activities          
Net (payments) / collections related to:          
           
Payments to acquire bank premises and equipment    (23,311)   (21,890)
Receipts from sales of bank premises and equipment    59    993 
Increase in loans and leases, net    (1,971,694)   (1,310,409)
Purchases of available for sale securities    (3,099,530)   (1,834,406)
Proceeds from sales of available for sale securities    3,030,101    819,202 
Payments to acquire miscellaneous assets    (253,072)   (29,610)
Receipts from sales of miscellaneous assets    79,193    9,886 
Increase in deposits at the Argentine Central Bank    (82,826)   (29,508)
Net cash used in investing activities   Ps.(2,321,080)  Ps.(2,395,742)
           
Cash Flow from financing activities          
Net (payments) / collections related to:          
           
Proceeds from issuance of unsubordinated negotiable obligations    629,970    443,767 
Repayment of unsubordinated negotiable obligations    (282,148)   (364,299)
Increase in deposits, net    3,185,775    1,917,879 
(Decrease) / Increase in other short term liabilities, net    (475,944)   32,002 
Payment of dividends    (7,385)   (8,342)
Payments for debt issue cost    (3,002)   (2,706)
Proceeds from debt securities related with consolidated financial trust    682,860    1,629,220 
Repayment of debt securities related with consolidated financial trust    (1,098,589)   (1,555,927)
Net cash provided by financing activities   Ps.2,631,537   Ps.2,491,594 
           
Financial income on cash and cash equivalents (including interest and monetary results)    86,999    200,364 
Net increase / (decrease) in cash and cash equivalents   Ps.674,041   Ps.1,520,368 

 

(*) Cash and cash equivalent at the end of the period include “cash and cash equivalent” corresponding to the consolidated financial trust for Ps. 253,320 and Ps. 237,643 as of June 30, 2015 and 2014, respectively.

 

 F-130 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Set forth below is the reconciliation of net income to net cash flows from operating activities, as required by FASB ASC 230:

 

 

 

   June 30,
   2015 2014
      
Net income for the period   Ps.  153,330   Ps.  124,115 
               
Adjustments to reconcile net income to net cash from operating activities:              
US GAAP Reconciliation Adjustments      10,752      67,780 
Income Tax for the period      99,312      142,887 
Amortizations and depreciations      77,990      57,449 
Uncollected accrued interest from loans     (436,431)     (337,854)
Unpaid accrued interest from deposits     181,933      136,913 
Unpaid accrued interest from negotiable obligations and debt securities of financial trust     46,627      61,875 
Results from equity investments      (5)     (536)
Provision for loan losses, net of reversals      287,297      208,991 
Non-controlling interests      (43,167)     (22,116)
(Increase) / Decrease in government and private securities      (557,287)     566,848 
Decrease in interest receivable from Loans      411,492      307,730 
Decrease in other receivable from financial intermediation      72,159      28,961 
Decrease in miscellaneous assets      14,526      10,408 
Increase in balances from forward transactions without delivery of underlying asset      (164)     (829)
Increase from intangible assets      (48,820)     (26,183)
Increase / (Decrease) in interest payable from Deposits      39,383      (93,590)
Decrease in interest payable from negotiable obligations and debt securities of financial trust      (47,506)     (40,421)
Increase of miscellaneous liabilities      183,920      186,514 
Net decrease in other sources of cash      (32,836)     (56,153)
Decrease in Taxes Payables      (135,920)     (98,637)
               
Net cash provided by operating activities   Ps.  276,585   Ps.  1,224,152 

 

 

 

  

 

k) Summarized financial information of subsidiaries not consolidated under Argentine Banking GAAP

 

The Company maintains a 97% ownership in Viñas del Monte, which operates a wine producer, Under Argentine Banking GAAP the investment in Viñas del Monte is reflected under the caption “Unlisted equity investments” in the Company´s balance sheet. Under US GAAP, Viñas del Monte operations are required to be consolidated.

 

Presented below is the summarized balance sheet as of June 30, 2015 and December 31, 2014 and statement of income for the six months periods ended June 30, 2015 and 2014 of Viñas del Monte:

 

   June 30,  December 31,
   2015 (unaudited)  2014
Receivables    24    24 
Other receivables    1,474    1,359 
Inventories    313    1,741 
Fixed assets    3,154    3,154 
Total Assets   Ps.4,965   Ps.6,278 
           
Commercial liabilities   Ps.169   Ps.15 
Financial liabilities    4,026    4,335 
Other liabilities    1    120 
Total Liabilities   Ps.4,196   Ps.4,470 
Shareholders´ Equity   Ps.769   Ps.1,808 
Total Liabilities and Shareholders´ Equity   Ps.4,965   Ps.6,278 

 

   June 30,
   2015 (unaudited)  2014 (unaudited)
Revenues   Ps.2,588   Ps.1,447 
Cost    (2,565)   (2,096)
Gross Loss   Ps.23   Ps.(649)
Selling expenses    (56)   (39)
Administrative expenses    (211)   (101)
Subtotal   Ps.(244)  Ps.(789)
Financial results, net    (795)   (215)
Net Income    (1,039)   (1,004)

 

 F-131 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

l) New authoritative pronouncements

 

During 2014 and 2015, the FASB has issued Accounting Standards Updates. Those updates applicable for the Group are mentioned below:

 

ASU No. 2014-09

 

In May 2014, the FASB issued the Accounting Standard Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)”. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts).

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Grupo Supervielle is in the process of evaluating the impact of adopting this ASU.

 

ASU No. 2014-13

 

In August 2014, the FASB issued de Accounting Standards Update No. 2014-13 “Consolidation” (Topic 810). After transition, the amendments in this Update apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities Subsections of Subtopic 810-10 when (1) the reporting entity measures all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other Topics and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

 

The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments in this Update are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

 

The Group considers this ASU has not any significant effect in the US GAAP disclosures and financial information.

 

ASU No. 2014-16

 

In November 2014, the FASB issued ASU No. 2014-16 “Derivatives and Hedging (Topic 815)”. The amendments in this Update apply to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share.

 

The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features’ including the embedded derivative feature being evaluated for bifurcations in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument.

 

The impact of this ASU has not any significant effect in the US GAAP disclosures and financial information for the Group. The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.

 

 

 

 F-132 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

ASU No. 2015-02

 

During February 2015, the FASB issued the Accounting Standards Update No. 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

 

I. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities.

 

II. Eliminate the presumption that a general partner should consolidate a limited partnership.

 

III. Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships.

 

The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

 

The impact of this Update has not any significant effect in the US GAAP disclosures and financial information..

 

ASU No. 2015-03

 

During April 2015, the FASB issued the Accounting Standards Update No. 2015-03 “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.

 

The amendments in this Update are effective, for public business entities, for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance.

 

The impact of this Update has not any significant effect in the US GAAP disclosures and financial information.

 

ASU No. 2015-14

 

During August 2015, the FASB issued the Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

 

All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.

 

Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

 

The impact of this Update has not any significant effect in the present US GAAP financial statements.

 

ASU No. 2015-15

 

This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.

 

The impact of this Update has not any significant effect in the present US GAAP financial statements.

 

 F-133 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Unaudited Consolidated Financial Statements

For the six-month periods ended June 30, 2015, on comparative basis

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

ASU No. 2015-16

 

During September 2015, the FASB issued the Accounting Standards Update No. 2015-16 “Simplifying the Accounting for Measurement-Period Adjustments (Business Combination-Topic 805)”. The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

 

The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

 

 

The impact of this Update has not any significant effect in the present US GAAP financial statements.

 

 

 F-134 
 

 

 

GRUPO SUPERVIELLE S.A. AND SUBSIDIARIES

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Report of the Independent Registered Public Accounting Firm F-136
   
Consolidated Balance Sheet  
as of December 31, 2014 and 2013 F-137
   
Consolidated Statement of Income  
for the years ended December 31, 2014, 2013 and 2012 F-140
   
Consolidated Statement of Cash Flows  
for the years ended December 31, 2014, 2013 and 2012 F-142
   
Consolidated Statement of Changes in Shareholders' Equity  
for the years ended December 31, 2014, 2013 and 2012 F-144
   
Notes to the Consolidated Financial Statements F-145

 

 F-135 
 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Grupo Supervielle S.A.:

 

We have audited the accompanying consolidated balance sheets of Grupo Supervielle S.A. and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, changes in shareholder´s equity and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about 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 Supervielle S.A. and its subsidiaries at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting rules prescribed by the Banco Central de la República Argentina (the “BCRA”).

 

Accounting rules prescribed by the BCRA vary in certain significant respects from accounting principles generally accepted in the United States of America Information relating to the nature and effect of such differences is presented in Note 36 to the consolidated financial statements.

 

 

Buenos Aires, Argentina

September 4, 2015

 

Price Waterhouse & Co. S.R.L.

 

 

 

 

/s/ Diego Sisto

Diego Sisto

Partner

 F-136 
 

 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Balance Sheet

As of December 31, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 

    December 31,
    2014   2013
ASSETS        
         
Cash and due from banks        
Cash   Ps. 1,237,761     Ps. 854,080  
Financial institutions and correspondents                
 Argentine Central Bank     2,219,405       1,633,820  
 Other local financial institutions     22,621       18,299  
 Foreign     156,240       148,197  
 Other     13,057       8,196  
    Ps. 3,649,084     Ps. 2,662,592  
Government and corporate securities (Note 5)                
Holdings of trading securities     98,656       475,354  
Unlisted Government securities     1       7,373  
Investments in listed corporate securities     173,715       1,263  
Securities issued by the Argentine Central Bank     735,708        
    Ps. 1,008,080     Ps. 483,990  
Loans (Note 6)                
To the non-financial public sector     12,666       15,699  
To the financial sector                
Other loans to domestic financial institutions     2,435       31,535  
Accrued interest, adjustments and exchange rate differences receivable     1,079       4,494  
                 
To the non-financial private sector and foreign residents                
Overdrafts     993,284       679,085  
Promissory notes     5,583,705       4,472,631  
Mortgage loans     69,554       83,660  
Automobile and other secured loans     168,603       225,901  
Personal loans     3,631,840       2,970,622  
Credit card loans     3,688,328       2,410,111  
Foreign trade loans     579,941       518,573  
Other loans     213,251       165,646  
Accrued interest, adjustments and exchange rate differences receivable     357,844       257,689  
Documented interest     (287,605 )     (200,345 )
Other     (1,322 )     (1,012 )
Less: Allowances (Note 7)     (417,023 )     (342,000 )
    Ps. 14,596,580     Ps. 11,292,289  
Other receivables from financial transactions (Note 8)                
Argentine Central Bank     204,542       121,110  
Amounts receivable for spot and forward sales pending settlement     42,728       80,092  
Securities receivable under spot and forward purchases pending settlement     192,041       95,968  
Unlisted corporate bonds     191,372       145,718  
Balances from forward transactions without delivery of underlying asset pending settlement     46,895       177  
Other (Note 8)     1,591,255       1,304,095  
Less: Allowances (Note 7)     (5,221 )     (4,439 )
    Ps. 2,263,612     Ps. 1,742,721  

 

The accompanying notes are an integral part of these consolidated financial statements

  

 F-137 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Balance Sheet - Continued

As of December 31, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013
ASSETS (Continued)
      
       
Receivables from financial leases      
Receivables from financial leases   Ps.583,215   Ps.512,696 
Accrued interest and adjustments pending collection   7,745    6,501 
Less: Allowances (Note 7)    (7,114)   (7,317)
   Ps.583,846   Ps.511,880 
Unlisted equity investments (Note 9)          
Other    4,644    4,634 
Less: Allowances (Note 13)    (173)   (173)
   Ps.4,471   Ps.4,461 
Miscellaneous receivables          
Minimum presumed income tax – Tax credit (Note 20)    6,370    3,218 
Other (Note 8)    397,503    323,676 
Less: Allowances (Note 13)    (21,059)   (16,216)
   Ps.382,814   Ps.310,678 
           
Premises and equipment, net (Note 10)   Ps.175,606   Ps.154,782 
           
Miscellaneous assets (Note 11)   Ps.348,934   Ps.52,674 
           
Intangible assets          
Goodwill (Note 12.1)    49,762    59,424 
Other intangibles (Note 12.2)    165,805    137,885 
   Ps.215,567   Ps.197,309 
           
Unallocated items    12,600    4,755 
           
 Total Assets   Ps.23,241,194   Ps.17,418,131 

  

The accompanying notes are an integral part of these consolidated financial statements

 

 F-138 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Balance Sheet - Continued

As of December 31, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013
LIABILITIES      
       
Deposits      
Non-financial public sector   Ps.1,441,506   Ps.1,018,547 
Financial sector    150,817    100,973 
Non-financial private sector and foreign residents          
Current accounts    2,622,055    2,034,593 
Savings accounts    5,352,593    3,640,102 
Time deposits    6,651,006    5,426,409 
Investment accounts    75,750    144,100 
Other    456,453    360,864 
Accrued interest and exchange rate differences payable    142,550    93,590 
   Ps.16,892,730   Ps.12,819,178 
Other liabilities from financial transactions          
Argentine Central Bank – Other   1,031    836 
Banks and international institutions (Note 14)    53,640    44,568 
Unsubordinated negotiable obligations (Note 15)    628,332    578,924 
Amounts payable for spot and forward purchases pending settlement    200,482    92,860 
Securities to be delivered under spot and forward sales pending settlement    60,903    95,668 
Premium for options issued    483    590 
Loans from domestic financial institutions (Note 14)   405,902    356,641 
Balances from forward transactions without delivery of underlying asset pending settlement    113    98 
Other (Note 8)    1,420,202    846,408 
Accrued interest and exchange rate differences payable    15,716    16,984 
   Ps.2,786,804   Ps.2,033,577 
Miscellaneous liabilities          
Directors’ and Statutory Auditors’ fees    2,856    1,868 
Other (Note 8)    924,128    592,183 
   Ps.926,984   Ps.594,051 
           
Provisions (Note 13)    49,786    54,191 
Subordinated loan and negotiable obligations (Note 15)    735,462    468,811 
Unallocated items    87,692    53,955 
Non-controlling interests (Note 28)   54,750    41,960 
 Total Liabilities   Ps.21,534,208   Ps.16,065,723 
           
SHAREHOLDERS’ EQUITY    1,706,986    1,352,408 
 Total Liabilities and Shareholders’ Equity   Ps.23,241,194   Ps.17,418,131 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-139 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Statement of Income

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013  2012
Financial income         
Interest on loans granted to the financial sector    8,556    11,496    14,467 
Interest on overdrafts    341,500    163,888    145,545 
Interest on promissory notes    1,179,807    759,033    523,601 
Interest on mortgage loans    14,029    11,861    8,465 
Interest on automobile and other secured loans    51,751    59,965    55,279 
Interest on credit card loans    814,400    500,316    379,981 
Interest on financial leases   80,442    47,768    87,553 
Interest on other loans    1,378,625    804,399    559,388 
Interest on other receivables from financial transactions    14,197    12,570    1,993 
Income from government and corporate securities    661,375    420,734    345,779 
Income from options    2,294    2,115    209 
Consumer price index adjustment (“CER”)   339    46    148 
Exchange rate differences on gold and foreign currency    105,392    94,873    42,766 
Other    98,645    156,316    45,166 
   Ps.4,751,352   Ps.3,045,380   Ps.2,210,340 
                
Financial expenses               
Interest on current account deposits    1        14 
Interest on savings account deposits    3,141    2,182    2,042 
Interest on time deposits    1,555,249    814,866    475,567 
Interest on interbank loans (call money loans)    10,143    8,907    3,621 
Interest on other loans from the financial sector    101,935    63,529    48,689 
Interest on other liabilities from financial transactions    201,839    127,908    81,594 
Interest on subordinated obligations    63,742    37,184    27,834 
Other interest    45,382    10,601    21,942 
Consumer price index adjustment (CER)    416    164    154 
Contributions made to Deposit Insurance Fund    59,175    23,833    17,721 
Other (Note 19)    423,503    214,742    139,157 
   Ps.2,464,526   Ps.1,303,916   Ps.818,335 
                
Gross financial margin - gain    2,286,826    1,741,464    1,392,005 
                
Loan loss provisions   356,509    350,535    209,798 
                
Services fee income               
In relation to lending transactions    315,084    430,275    366,712 
In relation to deposits transactions    531,892    388,529    296,798 
Other commissions    76,681    41,463    28,089 
Other (Note 19)    1,249,580    905,392    598,052 
   Ps.2,173,237   Ps.1,765,659   Ps.1,289,651 
                
Services fee expense               
Commissions    307,017    177,781    103,780 
Other (Note 19)    305,228    243,806    150,894 
   Ps.612,245   Ps.421,587   Ps.254,674 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-140 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Statement of Income - Continued

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013  2012
Administrative expenses         
Personnel expenses   Ps.1,982,234   Ps.1,483,854   Ps.1,144,015 
Directors’ and statutory auditors’ fees    29,668    22,992    14,275 
Other professional fees    116,267    83,510    68,655 
Advertising and publicity    98,422    93,686    89,536 
Taxes    165,635    116,664    83,885 
Depreciation of bank premises and equipment    43,308    35,989    31,171 
Amortization of other intangibles    66,897    55,844    42,140 
Other operating expenses   453,685    347,802    282,086 
Other    57,726    46,860    51,971 
   Ps.3,013,842   Ps.2,287,201   Ps.1,807,734 
                
Subtotal - Income from financial transactions   Ps.477,467   Ps.447,800   Ps.409,450 
                
Miscellaneous income               
Results from equity investments   1,688    5     
Penalty interests    43,026    27,019    20,676 
Loans recovered and allowances reversed    74,170    42,791    28,184 
Other (Note 19)    71,121    59,430    23,657 
   Ps.190,005   Ps.129,245   Ps.72,517 
Miscellaneous losses               
Results from equity investments    1,414    81    43 
Penalty interests and charges paid to the Argentine Central Bank    255    122    272 
Loan loss provisions for miscellaneous receivables and other provisions    16,894    36,284    21,815 
Miscellaneous assets depreciation    1,468    301    257 
Amortization of goodwill    9,662    10,718    12,908 
Other (Note 19)    62,068    48,228    35,791 
   Ps.91,761   Ps.95,734   Ps.71,086 
                
Non-controlling interests   Ps.(13,707)  Ps.(10,556)  Ps.(9,566)
                
Income before tax    562,004    470,755    401.315 
                
Income tax (Note 20)   Ps.(199,084)  Ps.(97,765)  Ps.(75.110)
                
Net Income for the year   Ps.362,920   Ps.372,990   Ps.326,205 
                
Basic and diluted earnings per share    2.93    3.01    2.61 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-141 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Statement of Cash Flows

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013  2012
Changes in cash and cash equivalents         
Cash and cash equivalents at the beginning of the year  Ps.2,786,733   Ps.2,195,075   Ps.1,293,615 
Cash and cash equivalents at the end of the year   4,046,180    2,786,733    2,195,075 
Net increase in cash and cash equivalents  Ps.1,259,447   Ps.591,658   Ps.901,460 
Causes of changes in cash and cash equivalents               
Cash Flow from operating activities               
Net (payments)/collections related to:               
Government and corporate securities  Ps.97,819   Ps.(99,098)  Ps.106,356 
Loans               
To the financial sector   41,071    38,667    5,749 
To the non-financial public sector   6,240    5,660    4,688 
To the non-financial private sector and foreign residents   (580,329)   (2,607,908)   (532,985)
Other receivables from financial transactions   884,848    1,557,905    699,986 
Receivables from financial leases   (305,926)   (142,226)   (90,305)
Deposits               
To the financial sector   49,844    35,671    56,681 
To the non-financial public sector   243,957    228,529    (192,711)
To the non-financial private sector and foreign residents   2,176,009    2,422,183    1,697,937 
Other liabilities from financial transactions               
Interbank loans (call money loans received)   54,834    (91,763)   134,440 
Other (except for liabilities included in Financing Activities)   162,325    (187,505)   (22,249)
Collections related to income from services   2,149,487    1,791,367    1,300,066 
Payments related to expenses for services   (641,098)   (447,926)   (256,401)
Administrative expenses paid   (2,650,606)   (2,093,791)   (1,659,354)
Payment of organization and development expenses   (75,517)   (57,710)   (35,497)
Net collections of penalty interest   43,026    27,019    20,676 
Differences deriving from court resolutions paid   (297)        
Other collections related to miscellaneous income and losses   58,286    42,966    5,214 
Net collections / (payments) related to other operating activities   174,185    41,234    (52,729)
Income tax/Minimum Presumed Income Tax paid   (126,867)   (90,422)   (51,467)
Net cash provided by operating activities  Ps.1,761,291   Ps.372,852   Ps.1,138,095 
Cash Flow from investing activities               
Net (payments) related to bank premises and equipment   (51,847)   (42,802)   (22,992)
Net payments related to miscellaneous assets   (310,888)   (42,804)   (30,743)
Payments for sales of equity investments   (9)   (4,544)    
Other (payments) for investment activities   (758)   (27)   (7,469)
Net cash used in investing activities  Ps.(363,502)  Ps.(90,177)  Ps.(61,204)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-142 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Statement of Cash Flows - Continued

For the years ended December 31, 2014, 2013 and 2012
(Expressed in thousands of Argentine pesos)

 

   December 31,
   2014  2013  2012
Cash Flow from financing activities         
Net (payments) / collections related to:         
Unsubordinated negotiable obligations  Ps.(70,699)  Ps.192,367   Ps.(1,622)
Argentine Central Bank   195    251    (161)
International banks and institutions   7,631    (8,603)   (113,721)
Subordinated loans and negotiable obligations   (60,208)   3,769    (27,376)
Financing received from Argentine financial institutions   (109,931)   (35,213)   (69,309)
Payment of dividends   (8,342)   (8,672)   (24,363)
Other collections from Financing Activities   (92,724)   (7,292)   (14,025)
Net cash (used in) / provided by financing activities  Ps.(334,078)  Ps.136,607   Ps.(250,577)
Financial income on cash and cash equivalents (including interest and monetary results)   195,736    172,376    75,146 
Net increase in cash and cash equivalents  Ps.1,259,447   Ps.591,658   Ps.901,460 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-143 
 

 

 

Grupo Supervielle S.A. and Subsidiaries

 

Consolidated Statement of Changes in Shareholders’ Equity

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos)

 

  Contribution from shareholders  Reserves  Retained earnings  Total Shareholders’ Equity
  Capital Stock  Paid-in Capital  Sub-total   Legal  Other      
Balance at December 31, 2011  Ps.123,644   Ps.83,186   Ps.206,830   Ps.14,911   Ps.311,716   Ps.143,593   Ps.677,050 
Capital increase   841    8,357    9,198                9,198 
Distribution of retained earnings by the shareholders’ meeting on March 29, 2012                                
 Legal Reserve               7,180        (7,180)    
 Other Reserves                   112,050    (112,050)    
 Dividend distribution                       (24,363)   (24,363)
Net Income for the year                       326,205    326,205 
Balance at December 31, 2012  Ps.124,485   Ps.91,543   Ps.216,028   Ps.22,091   Ps.423,766   Ps.326,205   Ps.988,090 
Distribution of retained earnings by the shareholders’ meeting on April 30, 2013                                   
 Legal Reserve               2,806        (2,806)    
 Other Reserves                   314,727    (314,727)    
 Dividend distribution                       (8,672)   (8,672)
Net Income for the year                       372,990    372,990 
Balance at December 31, 2013  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.738,493   Ps.372,990   Ps.1,352,408 
Distribution of retained earnings by the shareholders’ meeting on April 30, 2014                                   
 Legal Reserves                             
 Other Reserve                    364,648    (364,648)    
 Dividend distribution                        (8,342)   (8,342)
Net Income for the year                        362,920    362,920 
Balance at December 31, 2014  Ps.124,485   Ps.91,543   Ps.216,028   Ps.24,897   Ps.1,103,141   Ps.362,920   Ps.1,706,986 

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-144 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

1.      Business of the Company

 

Grupo Supervielle S.A. (“Grupo Supervielle”, the “Company” or the “Group”) is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing banking services, proprietary brand credit card services, personal loans, insurance and other services. The detail subsidiaries of the Company and respective ownership is included in Note 2.

 

2.     Basis of Consolidation

 

Grupo Supervielle’s consolidated financial statements as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held by Grupo Supervielle in each of those companies’ capital stock are as follows:

 

Issuing Company  December 31,
   2014  2013
Grupo Supervielle S.A.      
Banco Supervielle S.A. (“Banco”)   97.39%   97.39%
Cordial Compañía Financiera S.A. (“CCF”)   97.52%   97.52%
Adval S.A. (“Adval”) (1)       99.75%
Cordial Microfinanzas S.A. (“Cordial”) (2)   99.67%   93.34%
Sofital S.A.F. e II (“Sofital”)   95.03%   95.03%
Tarjeta Automática S.A. (“Tarjeta”)   99.68%   99.68%
Supervielle Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión (“SAM”)   99.75%   99.75%
Espacio Cordial de Servicios S.A. (“ECS”)   99.75%   99.75%
Supervielle Seguros S.A. (“SS”)   99.75%   99.75%

 

(1)The participation on Adval S.A. was sold on May 30, 2014

(2)The minority interest over Cordial Microfinanzas S.A. was acquired by the Group on December 2014

 

Intercompany balances and transactions have been eliminated in consolidation.

 

3.    Significant Accounting Policies

 

The consolidated financial statements have been prepared in accordance with the rules of the Argentine Central Bank (“BCRA”) which prescribes the generally accepted accounting principles for all banks in Argentina (“Argentine Banking GAAP”), which differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 30) and from generally accepted accounting principles in the United States of America (“US GAAP”) (see Note 36).

 

For purpose of these consolidated financial statements, certain disclosures related to formal legal requirements for reporting in Argentina have been omitted since they are no required for SEC (Securities and Exchange Commission) reporting purposes. In addition, certain presentations and disclosures, including the statements of cash flows, have been included in the accompanying financial statements in Note 36 to comply with Regulation S-X of the SEC.

 

 F-145 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.

 

3.1    Presentation of Financial Statements in Constant Argentine Pesos

 

The consolidated financial statements have been prepared in constant monetary units, reflecting the overall effects of inflation through August 31, 1995. As from that date, in accordance with Argentine Banking GAAP and the requirements of the control authorities, restatement of the financial statements was discontinued until December 31, 2001. As from January 1, 2002, in accordance with Argentine Banking GAAP recognition of the effects of inflation has been resumed. In accordance with BCRA Communication “A” 3,921, inflation accounting was discontinued as from March 1, 2003.

 

3.2    Foreign Currency

 

Assets and liabilities denominated in foreign currencies are converted into pesos using the year-end exchange rates. Transactions denominated in foreign currencies are translated into local currency at the prevailing exchange on the date of transaction settlement. Foreign exchange differences were recorded in the statement of income for each year in the caption “Exchange rate differences on gold and foreign currency”

 

3.3    Gold

 

Gold has been valued at its market price at the year-end and converted into pesos using the year-end exchange rates.

 

3.4    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 to be held for trading purposes as defined under Argentine Banking GAAP.

 

Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as “Income from government and corporate securities” in the accompanying statement of income.

 

Government Securities

 

Argentine Banking GAAP establishes two categories in which banks should classify Argentine government securities, according to the purpose of the relevant assets. The Group recognizes the securities as follows:

 

a)Securities measured at fair value: These securities, that have an active market in accordance with Central Bank rules, have been valued at their market price at year-end and converted into pesos following the procedure described in Note 3.2. Realized and unrealized exchange gains and losses are recorded in financial income for each year. Changes in fair value of these securities are recorded as financial income.

 

b)Securities measured at amortized cost: These securities, that do not have an active market in accordance with Central Bank rules, are valued at acquisition cost plus financial results accrued, exponentially applying the internal rate of return as per their issuance terms and conditions. The accruals of the internal rate of return mentioned above were recorded in the related consolidated statements of income.

 

 F-146 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Investments in listed corporate securities

 

These securities have been valued at their market price at each year-end. Changes in valuation of these securities are recorded as financial income for each year.

 

3.5    Interest Income (Expense)

 

Interest income and expense is recognized on an accrual basis using the straight-line method. For all lending and certain borrowing transactions in local and foreign currency 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.

 

The Bank suspends the accrual of interest when the related loan is 90 days past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “medium risk” or below, under Argentine Central Bank´s classification rules. Accrued interest remains on the Bank´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

 

3.6    Loans

 

Loans are valued at amortized cost, plus interest accrued at each balance sheet date, net of allowances for loan losses, as described in note 3.7.

 

3.7    Allowances for Loan Losses

 

Allowances for loan losses are recognized considering the evaluation of the debt repayment capacity, the degree of debtors’ compliance and the guarantees securing the respective transactions, following the regulations on Debtor Classification and Minimum Loan Loss Risk Allowances issued by the BCRA.

 

3.8    Other receivables and liabilities from financial transactions

 

-Amounts receivable for spot and forward sales pending settlement: These receivables have been valued at their agreed settlement value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value (premium) was accreted into income during the period held. The securities and/or foreign currency to be delivered were valued as stated on note 3.4, and recorded as Securities to be delivered under spot and forward sales pending settlement within “Other liabilities from financial transactions”.

 

-Securities receivable and to be delivered for spot and forward sales pending settlement: Securities and/or foreign currency to be received for purchases and to be delivered for sales, are valued following the procedure described in Note 3.2.

 

-Unlisted corporate bonds: Have been valued at acquisition cost plus accrued interest at year-end.

 

-Other receivables not included in the Debtor Classification Regulations: This caption includes participation certificates issued by trusts and investments in mutual funds. Participation certificates issued by trusts have been accounted for under the equity method, and debt securities issued by trusts in pesos and in foreign currency been accounted for at cost plus accrued interest. Investments in mutual funds have been accounted for at fair value, using market prices at each balance sheet date. Changes in valuation are recognized in the statement of income.

  

 F-147 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

-Premiums for options issued: are valued at their market value at year-end. Changes in valuation were recorded in financial income for each year.

 

Assets in guarantee of the options operations are represented by cash and securities that are recorded under Miscellaneous receivables-Others. These securities were valued at their market value at year-end. Changes in the valuation of such securities were recorded in financial income for each year.

 

-Banks and international institutions and subordinated negotiable obligations: Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

 

3.9   Receivables from financial leases

 

The receivable from financial leases were valued at the discounted value of the sum of minimum installments pending collection (excluding any contingent installments), the residual value and the purchase options. Interests earned on these receivables are recognized as financial income.

 

3.10 Provisions for Contingencies

 

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.

 

3.11 Unlisted equity investments

 

Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Investments in which the Group does not exercise significant influence are accounted for at cost.

 

Unlisted equity investments in other companies were valued as follows:

 

In Argentine non-controlled entities carrying out supplementary authorized activities:

 

Investments in Provincanje S.A., Mercado Abierto Electrónico S.A., Sedesa, Argencontrol S.A., Compensadora Electrónica S.A. Mendoza Fiduciaria S.A., Cuyo Aval S.G.R., ACH S.A., Garantizar S.G.R., Campo Aval S.G.R., Los Grobo S.G.R., Vínculos S.G.R. y Afianzar S.G.R. were valued at cost, adjusted for inflation where applicable, as indicated in note 3.1, with the limit of their respective equity value calculated based on the latest financial statements of the issuers available at year-end.

 

In other Argentine controlled companies:

 

The investment in Viñas del Monte S.A. (“Viñas del Monte”) was valued at cost.

 

In other Argentine non-controlled companies:

 

The investment in San Luis Trading S.A. was valued at cost, adjusted for inflation as indicated in note 3.1.

 

In other foreign non-controlled companies:

 

The equity investment in SWIFT was valued at cost.

 

 F-148 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.12 Premises and Equipment and Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1., less the corresponding accumulated depreciation.

 

Depreciation is calculated following the straight-line method over the following estimated useful lives:

 

Buildings   50 years
Furniture and facilities   10 years
Machinery and equipment    5 years
Vehicles   5 years
Other   5 years

 

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

 

The recorded value of these assets does not exceed their estimated recoverable value.

 

3.13 Other Miscellaneous Assets

 

Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1, less accumulated depreciation, calculated following the straight-line method over the estimated useful lives of the assets. The recorded value of these assets does not exceed their estimated recoverable value. (See note 11).

 

3.14 Intangible Assets

 

Other intangibles

 

Other intangibles consist of computer software costs and leasehold improvements and have been valued at cost, less accumulated amortization.

 

Amortization of leasehold improvements is calculated following the straight-line method over the shorter of the life of the improvement or the remaining lease term. Amortization of computer software cost is calculated following the straight-line method over a 5 year period.

 

Goodwill

 

Represents the excess of the acquisition cost over the value assigned to businesses acquired. Goodwill is amortized following the straight-line method over estimated useful lives, not exceeding 10 years.

 

3.15 Severance and vacation

 

Severance costs are expensed in the period in which the termination terms are agreed with the employees.

 

Vacations are expensed as paid.

 

3.16 Deposits

 

Deposits are valued at amortized cost. For deposits denominated in foreign currency, the procedure described in Note 3.2 is applied.

 

 F-149 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

3.17 Subordinated Negotiable Obligations

 

Subordinated Negotiable Obligations are valued at amortized cost plus accrued interest using the internal rate of return.

 

3.18 Shareholders’ Equity

 

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 3.1, except for the “Capital Stock” account, which has been stated at their original values. The adjustment stemming from the restatement of these accounts has been capitalized.

 

3.19 Minimum Presumed Income Tax and Income Tax

 

Income tax is calculated at the rate of 35% on the tax result for all the periods presented. Argentine Banking GAAP does not require the recognition of the effects of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera are recognized on the basis of amounts due in accordance with Argentine tax regulations.

 

Minimum presumed income tax, established by Law No. 25,063, complements income tax since while the latter is assessable on the taxable profit for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of 1%; the Entity’s tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

 

The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider 20% of their taxable assets as the taxable basis for calculation of the minimum presumed income tax, after deducting those defined as non-computable assets.

 

3.20 Cash and Cash Equivalents

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 

   December 31,
   2014  2013  2012
Cash and due from banks.  Ps.3,649,084   Ps. 2,662,592   Ps.2,177,218 
Securities issued by the BCRA – listed   356,991        1,973 
Acceptances and certificates of deposits purchased and time deposits   1,537    76,294    1,778 
Investments in mutual funds   35,846    47,847    9,189 
Time deposits – less than 90 days   2,722        4,917 
Cash and cash equivalents  Ps.4,046,180   Ps.2,786,733   Ps.2,195,075 

 

 F-150 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 

   December 31,
   2014  2013  2012
Cash and due from banks         
 As per the Balance sheet  Ps.3,649,084   Ps. 2 ,662,592    Ps.2,177,218 
 As per the Statement of cash flows  Ps.3,649,084   Ps.2 ,662,592    Ps.2,177,218 
Government and corporate securities               
 Securities issued by the BCRA               
 As per the Balance sheet  Ps.735,708       Ps.53,829 
 BCRA bills and notes – unlisted   (378,717)       (51,856)
 As per the Statement of cash flows  Ps.356,991       Ps.1,973 
 Holdings of trading securities               
 As per the Balance sheet  Ps.98,656   Ps.475,354   Ps.174,263 
 Investments in unapplied listed corporate securities   (97,119)   (399,060)   (172,485)
 As per the Statement of cash flows  Ps.1,537   Ps.76,294   Ps.1,778 
Other receivables from financial transactions               
 Other receivables not included in the debtor classification regulations               
 Financial trust Participation Certificates, Financial trust Debt Securities and other (see Note 8)   Ps.1,359,809   Ps.1,204,677   Ps.1,393,808 
 Other assets   (1,323,963)   (1,156,830)   (1,384,619)
 As per the Statement of cash flows  Ps.35,846   Ps.47,847   Ps.9,189 
 Acceptances, certificate of deposits and time deposits less than 90 d.               
 Other (See Note 8)   Ps.106,293   Ps.59,519   Ps.71,557 
 Other financings   (183)   (947)   (5,469)
 Accrued commissions   (2,520)   (2,770)   (15,574)
 Time deposits not considered cash equivalent   (1,422)   (36)     
 Other assets   (99,447)   (55,766)   (45,597)
 As per the Statement of cash flows  Ps.2,722        4,917 

 

3.21 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 the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates include those required for the accounting of the allowance for loan losses, the recoverable value of assets and the provisions for contingencies, among others. Actual results could differ from those estimates.

 

3.22 Impairment of long-lived assets

  

The Group periodically evaluates the carrying value of its long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired by the Group when the expected cash flows, discounted and without interest cost, from such an asset, is less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Previously recognized impairment loss is only reversed when there is a subsequent change in estimates used to compute the fair value of the asset. In that event, the new carrying amount of the asset should be the lower of its fair value or the net carrying amount the asset would have had if no impairment had been recognized.

 

 F-151 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

4.      Restricted Assets

 

At December 31, 2014 and 2013, the following Group’s assets are restricted:

 

   December 31,
Item  2014  2013
Loans                                                          
In guarantee of secured borrowings  Ps.   Ps.3,953 
           
Other receivables from financial transactions          
Special guarantee accounts in BCRA (a)   201,288   Ps.121,110 
Others   286    400 
   Ps.201,574   Ps.121,510 
           
Miscellaneous receivables          
Trust Guarantee deposits  Ps.23,355   Ps.10,108 
Guarantee deposits for Forward Exchange Operations   31,410    47,624 
Guarantee deposits for options issued   1,770    9,298 
Guarantee deposits for Credit cards   56,136    37,984 
Other guarantee deposits   13,163    8,896 
Total  Ps.125,834   Ps.113,910 

 

(a)Includes the special accounts balances as security for activities related to automated clearing house

 

5.Government and Corporate Securities

 

Government and corporate securities consist of the following:

 

   December 31,
   2014  2013
Holding of Government Securities      
Measured at fair value   Ps.98,656   Ps.475,354 
Measured at amortized cost    1    7,373 
Total   Ps.98,657   Ps.482,727 
           
Securities issued by the BCRA          
Measured at fair value    319,151     
Measured at amortized cost    378,717     
Securities received by repurchase agreements    37,840     
Total   Ps.735,708   Ps. 
           
Investment in listed corporate securities          
Argentine shares    82,558    671 
Foreign shares   91,157    592 
Total   Ps.173,715   Ps.1,263 
           
Total government and corporate securities   Ps.1,008,080   Ps.483,990 

 

As of December 31, 2014, Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps. 79,328 and were recorded under the caption “Other Receivables resulting from financial transactions”. As of December 31, 2013, there weren´t outstanding operations.

 

 F-152 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)  

 

The maturities as of December 31, 2014, of government and corporate securities were as follows:

 

   Carrying
value
  Maturing within
1 year
       
Listed Government Securities  Ps.98,656    98,656 
Unlisted Government Securities   1     
Securities issued by the BCRA   735,708    735,708 
   Ps.834,365    834,364 

 

6.Loans

 

The Group’s lending activities 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 foreign residents:

 

Overdrafts – short-term obligations drawn on by customers through overdrafts of current accounts.

 

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.

 

Automobile and other secured loans – loans where collateral is pledged as an integral part of the loan document.

 

Personal loans – loans to individuals.

 

Credit card loans – loans to credit card holders.

 

Foreign Trade loans – loans to exporters / importers.

 

Government securities loans – loans where government securities are exchanged.

 

Other – includes mainly short-term loans for export prefinancing and financing.

 

 F-153 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of December 31, 2014 and 2013, the classification of the Group’s loan portfolio pursuant to BCRA regulations was as follows:

 

   December 31,
   2014  2013
       
Non-financial public sector  Ps.12,666   Ps.15,699 
Financial sector (Argentine)   3,514    36,029 
Non-financial private sector and foreign residents   14,997,423    11,582,561 
Commercial          
 - With self-liquidating preferred guarantees   342,107    222,166 
 - With other preferred guarantees   1,096,450    610,379 
 - Without preferred guarantees   6,158,205    5,065,743 
Consumer          
 - With self-liquidating preferred guarantees   30,552    29,958 
 - With other preferred guarantees   234,974    312,989 
 - Without preferred guarantees   7,135,135    5,341,326 
Subtotal   15,013,603    11,634,289 
Less: Allowance (Note 7)   (417,023)   (342,000)
Total  Ps.14,596,580   Ps.11,292,289 

 

“Self-liquidating preferred guarantees” consist mainly of cash collateral, gold collateral, warrants over primary products and other forms of collateral of self-liquidation.

 

“Other preferred guarantees” consist, in general, of mortgages and other forms of collateral pledged to secure the loan amount.

 

“Without preferred guarantees” consist, in general, of unsecured third-party guarantees.

 

The following industry segments comprised the most significant loan concentrations as of December 31, 2014 and 2013:

 

   December 31,
   2014  2013
       
Financial Sector    2.1%   3.6%
Services    5.3%   4.5%
Primary Products    10.5%   11.1%
Consumer    53.4%   55.2%
Retail Trade    3.6%   2.8%
Construction    6.3%   4.6%
Manufacturing    10.0%   9.3%
Other    8.8%   8.9%

 

Substantially all of Group’s operations, property and customers are located in Argentina. Therefore, the performance of loan portfolio, financial condition and the results of its operations depend primarily on the macroeconomic and political conditions prevailing in Argentina.

 

 F-154 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

7.Allowance for Loan Losses

 

The activity in the allowance for loan losses (which includes the allowances for loans, for other receivables from financial transactions and for receivables from financial leases) for the years ended December 31, 2014, 2013 and 2012, was as follows:

  

   December 31,
   2014  2013  2012
          
Balance at beginning of year   Ps.(353,756)  Ps.(295,691)  Ps.(175,780)
Provision charged to income    (356,509)   (350,535)   (209,798)
Write-offs and reversals    280,907    296,985    89,887 
Other adjustments        (4,515)    
Balance at end of year   Ps.(429,358)  Ps.(353,756)  Ps.(295,691)

  

The Group has entered into certain renegotiations with customers. The Group 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.

 

8.Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities

 

The composition of other receivables from financial transactions, by type of guarantee, as of December 31, 2014 and 2013 was as follows:

 

   December 31,
   2014  2013
       
Preferred guarantees, including deposits with BCRA   Ps.204,542   Ps.121,110 
Unsecured    2,064,291    1,626,050 
Allowance    (5,221)   (4,439)
   Ps.2,263,612   Ps.1,742,721 

 

The breakdown of the caption “other” included in “Other receivables from financial transactions” in the balance sheet was as follows:

  

   December 31,
   2014  2013
       
Other receivables not included in the debtor classification regulations      
Financial Trust Participation Certificates  Ps.612,676    659,946 
Financial Trust Debt Securities   696,563    462,683 
Other   50,570    82,048 
Other payments by third parties   4,380    2,595 
Other financing   22,271    7,422 
Accrued commissions receivable   98,502    29,882 
Other   106,293    59,519 
   Ps.1,591,255   Ps.1,304,095 

 

 F-155 
 

 

 Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The breakdown of the caption “other” included in “Other liabilities from financial transactions” in the balance sheet was as follows:

 

   December 31,
   2014  2013
       
Collections and other operations on behalf of third parties  Ps.668,958   Ps.391,721 
Sundry (payment orders abroad)   133,063    77,638 
Other withholdings and collection   216,962    183,291 
Social security payment orders pending settlement   247,171    90,975 
Liabilities for financing of purchases   2,097    11,361 
Other   151,951    91,422 
   Ps.1,420,202   Ps.846,408 

 

The breakdown of the caption “other” included in “Miscellaneous receivables” in the balance sheet was as follows:

 

   December 31,
   2014  2013
       
Guarantee deposits  Ps.124,021   Ps.112,685 
Sundry debtors   159,208    123,142 
Payments in advance   64,605    51,533 
Tax advances   20,793    6,593 
Loans to employees   26,799    14,667 
Other   2,077    15,056 
   Ps.397,503   Ps.323,676 

 

The breakdown of the caption “other” included in “Miscellaneous liabilities” in the balance sheet was as follows:

  

   December 31,
   2014  2013
       
Tax payable  Ps.272,388   Ps.157,657 
Payroll and social security   192,790    140,526 
Sundry creditors   320,671    207,772 
Collections in advance   77,756    41,301 
Other   60,523    44,927 
   Ps.924,128   Ps.592,183 

 

The Group enters into forward transactions related to government securities and foreign currencies. The Group recognizes cash, security or currency amount to be exchanged in the future as a receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows: 

 

 F-156 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

   December, 31
   2014  2013
Amounts receivable from spot and forward sales pending settlement    42,728    80,092 
Receivables from repo transactions of government securities    34,483    66,157 
Receivable from spot sales of government and private securities pending settlement    4,719    3,729 
Receivables from spot sales of foreign currency pending settlement    692    267 
Receivables from other spot sales pending settlement    446    9,939 
Receivables from forward sales of government securities pending Settlement    2,388     
Securities and foreign currency receivable from spot and forward purchases pending settlement    192,041    95,968 
Spot purchases of government and private securities pending settlement    45,685    3,698 
Spot purchases of foreign currency pending settlement    876    361 
Forward purchases of securities under repo transactions    79,328    81,400 
Premium from forward purchases        511 
Other spot purchases pending settlement    66,152    9,998 
Amounts payable for spot and forward purchases pending settlement    200,482    92,860 
Payables for spot purchases of government securities pending Settlement    45,680    3,637 
Payables for spot purchases of foreign currency pending settlement    636    328 
Payables for forward purchases of securities under repo transactions    79,313    78,926 
Other payables for spot purchase pending settlement    74,853    9,969 
Securities and foreign currency to be delivered under spot and forward sales pending settlement    60,903    95,668 
Forward sales of government securities under repo transactions    38,013    61,050 
Spot sales of government and private securities pending settlement    4,950    16,959 
Spot sales of foreign currency pending settlement    15,325    16,897 
Forward sales of government securities pending settlement    2,384    762 
Other forward sales pending settlement    231     

 

These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in Note 3.8).

 

Premiums on these instruments have been included in the “Financial income” and “Financial expense” captions of the consolidated statements of income of each year.

 

9.Unlisted equity Investments

 

Equity investments in other companies consisted of the following as of December 31, 2014 and 2013:

 

   December 31,
   2014  2013
       
In Complementary and authorized activities      
Mercado Abierto Electrónico S.A.   Ps.61   Ps.61 
SEDESA S.A.    33    33 
Argencontrol S.A.    25    25 
Compensadora Electrónica S.A.    33    33 
Provincanje S.A.    684    684 
Total equity investments in Complementary and authorized activities   Ps.836   Ps.836 
           
In Non-financial Institutions          
Viñas del Monte S.A.    3,670    3,670 
San Luis Trading S.A.    51    51 
SWIFT S.A.    1    1 
Other    86    76 
Total equity investments in non-financial institutions   Ps.3,808   Ps.3,798 
Less: Allowances (Note 12)   Ps.(173)  Ps.(173)
Total Equity investments   Ps.4,471   Ps.4,461 

 

 F-157 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

10.    Premises and Equipment, net

 

The major categories of premises and equipment as of December 31, 2014 and 2013 were as follows:

 

   Estimated Useful life (years)  December 31,
      2014  2013
Land and Buildings    50   Ps.32,279   Ps.27,394 
Furniture and facilities    10    37,168    37,939 
Machinery and equipment    5    89,392    81,461 
Vehicles    5    16,603    7,988 
Others         164     
Total         175,606    154,782 

 

Depreciation expense was Ps. 43,308, Ps. 35,989 and Ps. 31,171 as of December 31, 2014, 2013 and 2012, respectively.

 

11.Miscellaneous Assets

 

Miscellaneous assets consisted of the following as of December 31, 2014 and 2013:

  

   Estimated Useful life (years)  December 31,
     2014  2013
          
Construction in progress      Ps.49,513   Ps.11,229 
Advances for purchase of assets        5,088    10,522 
Stationery and office supplies        13,390    3,736 
Works of art        2,326    1,891 
Foreclosed assets         343    343 
Others miscellaneous assets (a)    50    278,274    24,953 
        Ps.348,934   Ps.52,674 

 

(a)Corresponds mainly to an acquisition for a total of Ps.237 million of eight office units and forty parking spaces for a probable future reallocation of its staff

 

Depreciation expense was Ps. 1.468, Ps. 301 and Ps. 257 as of December 31, 2014, 2013 and 2012, respectively.

 

12.Intangible Assets

 

12.1 Goodwill

 

As of December 31, 2014 and 2013 goodwill breakdown is as follows:

 

   Estimated Useful life (years)  December 31,
      2014  2013
Goodwill for the purchase of Banco Regional de Cuyo S.A., net of accumulated amortization    10    14,060    17,894 
Goodwill for the purchase of Cordial Compañía Financiera, net of accumulated amortization    10    34,037    39,207 
Goodwill for the purchase of Tarjeta Automática S.A., net of accumulated amortization    10        363 
Goodwill for the purchase of Supervielle Seguros S.A., net of accumulated amortization    10    1,665    1,960 
             
Total         49,762    59,424 

 

 F-158 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

12.2 Other Intangible Assets

 

As of December 31, 2014 and 2013, the organization and development costs breakdown is as follows:

  

   Estimated Useful life (years)  December 31,
      2014  2013
Cost from information technology projects (a)    5   Ps.99,484   Ps.70,091 
Other capitalized cost (b)    5    66,321    67,794 
Total        Ps.165,805   Ps.137,885 

   

(a) Under Central Bank rules, the Bank records as expense software cost relating to preliminary application development and post implementation stages of software development.

 

(b) Under Central Bank rules, the Bank records cost inherent to the improvements in building leased.

 

Amortization expense of goodwill and other intangible assets was Ps. 76,559, Ps. 66,562 and Ps. 55,048 as of December 31, 2014, 2013 and 2012, respectively, which was recorded in Administrative expenses and Other expenses.

 

13.Allowances and Provisions

 

Allowances on other assets and provisions as of December 31, 2014 and 2013 were as follows:

 

   December 31,
   2014  2013
       
Allowances against asset accounts:      
Unlisted equity investments (a)   Ps.173   Ps.173 
Miscellaneous receivables, for collection risk (b)    21,059    16,216 
   Ps.21,232   Ps.16,389 
Provisions:          
For contingent commitments    1,017    1,017 
Other contingencies (c)    48,769    53,174 
Total Provisions   Ps.49,786   Ps.54,191 

 

(a) Includes the estimated losses due to the excess of the cost over the equity method in equity investments.

 

(b) Based upon an assessment of debtors’ performance, the economic and financial situation and the collateral securing their respective obligations.

 

(c) Includes the estimated amounts payable under lawsuits against the Group and other contingences.

 

 F-159 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated) 

 

14.Other Liabilities from Financial Transactions - Banks and International Institutions, and Loans from Domestic Financial Institutions

 

The Group borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 

   December 31,
   2014  2013
Description      
Banks and International Institutions              
 Contractual long-term liabilities   Ps.   Ps.3,079 
 Contractual short-term liabilities   Ps.53,640   Ps.41,489 
           
Total Banks and International Institutions   Ps.53,640   Ps.44,568 
           
Loans from Domestic Financial Institutions          
 Contractual long-term liabilities   Ps.27,331   Ps.32,309 
 Contractual short-term liabilities  Ps.378,571   Ps.324,332 
           
Total Loans from Domestic Financial Institutions   Ps.405,902   Ps.356,641 
           
TOTAL   Ps.459,542   Ps.401,209 

 

As of December 31, 2014, maturities of the above long-term loans for each of the fiscal years 2016 through 2019 and thereafter were as follows: 

 

Contractual long-term Liabilities   
2016   Ps.13,227 
2017    8,774 
2018    4,514 
2019    816 
     Ps.27,331 

 

 F-160 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

15.Other Liabilities from Financial Transactions - Unsubordinated and Subordinated Negotiable Obligations

 

15.1 Unsubordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 

            December 31,
   Issue date   Maturity date  Annual interest rate  2014  2013
Short-Term               
Grupo Supervielle   9/28/12   5/28/14   Badlar +Spread 4.23%   Ps.   Ps.65,020 
Grupo Supervielle   1/24/13   7/24/14   Badlar +Spread 4.48%   Ps.   Ps.93,671 
Grupo Supervielle   5/7/13   11/7/14   Badlar +Spread 3.50%   Ps.   Ps.65,121 
Grupo Supervielle   11/5/13   5/5/15   Badlar +Spread 4.08%   Ps.51,717   Ps.1,388 
Grupo Supervielle   1/31/14   7/31/15   Badlar +Spread 4.70%   Ps.74,259   Ps. 
Grupo Supervielle   1/31/14   1/31/19   Badlar +Spread 6.25%   Ps.2,383   Ps. 
Grupo Supervielle   5/13/14   11/13/15   Badlar +Spread 3.85%   Ps.39,082   Ps. 
Grupo Supervielle   5/13/14   5/13/16   Badlar +Spread 4.65%   Ps.2,317   Ps. 
Banco Supervielle   5/13/13   11/17/14   Badlar +Spread 3.99%   Ps.   Ps.91,210 
Cordial Compañía Financiera – Short-term securities (VCPs)   2/8/13   2/3/14   Badlar +Spread 4.25%   Ps.   Ps.73,500 
Cordial Compañía Financiera – Short-term securities (VCPs)   5/13/13   5/8/14   Badlar +Spread 3.99%   Ps.   Ps.49,875 
Cordial Compañía Financiera   10/3/13   6/30/14   23.00%  Ps.   Ps.16,889 
Cordial Compañía Financiera   10/3/13   4/3/15   Badlar +Spread 4.99%   Ps.72,405   Ps. 
Cordial Compañía Financiera   2/21/14   8/21/15   Badlar +Spread 5.00%   Ps.53,889   Ps. 
Total short-term liabilities                          Ps.296,052   Ps.456,674 
Long-Term                         
Grupo Supervielle   11/5/13   5/5/15   Badlar +Spread 4.08%   Ps.   Ps.49,844 
Grupo Supervielle   1/31/14   1/31/19   Badlar +Spread 6.25%   Ps.22,446   Ps. 
Grupo Supervielle   5/13/14   5/13/16   Badlar +Spread 4.65%   Ps.81,667   Ps. 
Grupo Supervielle   9/23/14   3/23/16   Badlar +Spread 3.25%   Ps.80,945   Ps. 
Cordial Compañía Financiera   10/3/13   4/3/15   Badlar +Spread 4.99%   Ps.   Ps.72,406 
Cordial Compañía Financiera   8/15/14   2/15/16   Badlar +Spread 3.75%   Ps.147,222   Ps. 
Total long-term liabilities                 Ps.332,280   Ps.122,250 
                  Ps.628,332   Ps.578,924 

 

As of December 31, 2014, interest and principal on all of the above debt securities were payable in Pesos.

 

Accrued interest on the above liabilities for Ps. 11,835 and Ps. 8,280 as of December 31, 2014 and 2013 is included in “Unsubordinated negotiable obligations” under the caption “Other Liabilities from Financial Transactions” in the accompanying balance sheet.

 

15.2 Subordinated Negotiable Obligations

 

The amounts outstanding and the terms corresponding to outstanding subordinated negotiable obligations at the dates indicated were as follows:

 

            December 31,
   Issue date   Maturity date  Annual   interest rate  2014  2013
Subordinated Negotiable obligations               
Banco Supervielle   11/08/10   11/11/17   11.375%   426,082    322,352 
Banco Supervielle   8/15/13   8/20/20   7.00%   193,997    146,459 
Banco Supervielle   11/14/14   11/18/21   7.00%   115,383     
Total long-term liabilities                 Ps.735,462   Ps.468,811 

 

 

As of December 31, 2014, interest and principal on all of the above debt securities and subordinated loan were payable in US Dollars.

 

Accrued interest on the above liabilities of Ps. 63,742 and Ps. 37,184 as of December 31, 2014 and 2013 is included under the caption “Subordinated Loan and Negotiable Obligations” in the accompanying balance sheet.

 

 F-161 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Subordinated loan and long-term negotiable obligations as of December 31, 2014 mature as follows:

 

2015            Ps.
2016           
2017              426,082
2018            
Thereafter   309,380
Total         Ps. 735,462

 

16.Balances in Foreign Currency

 

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 

   December 31,
   2014  2013
Assets:      
Cash and due from banks   Ps.1,009,082   Ps.611,232 
Government and corporate securities    114,760    440,554 
Loans    675,883    632,579 
Other receivables from financial transactions    246,954    349,841 
Receivables from financial leases    2,957    2,875 
Equity investments in other companies    1    1 
Miscellaneous receivables    52,602    83,312 
Unallocated items    204    759 
Total   Ps.2,102,443   Ps.2,121,153 
Liabilities:          
Deposits   Ps.659,872   Ps.481,898 
Other liabilities from financial transactions    215,059    305,289 
Miscellaneous liabilities    21    211 
Subordinated Negotiable Obligations    735,462    468,812 
Unallocated items    7,521    1,166 
Total   Ps.1,617,935   Ps.1,257,376 

 

17.Deposits and Interest-bearing Deposits with Other Banks

 

Interest-bearing Deposits with Other Banks:

 

a)Included in “Cash and Due from Banks” there are: (1) interest-bearing deposits with the BCRA totaling 2,219,405 and 1,633,820 as of December 31, 2014 and 2013, respectively; and (2) interest-bearing deposits in local and foreign banks totaling 178,861 and 166,496 as of December 31, 2014 and 2013, respectively.

 

b)Included in “Loans” there are: overnight foreign bank interest-bearing deposits totaling 2,435 and 31,535 as of December 31, 2014 and 2013, respectively.

 

 F-162 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Deposits

 

The following table sets forth information regarding the maturity of deposits exceeding Ps.100,000 at December 31, 2014.

 

   At December 31, 2014
   (in thousands of Pesos)
Time Deposits   
Within 3 months    5,561,098 
After 3 months but within 6 months    191,278 
After 6 months but within 12 months    85,970 
Over 12 months    350 
Total Time Deposits(1)    5,838,696 

_____________________

(1) Only principal.

 

18.Transactions with Related Parties

 

The Group has granted loans to certain related parties including officers, equity-method investees and consolidated companies. Total loans outstanding as of December 31, 2014 and 2013, amounted to Ps. 161,782 and Ps. 32,037, respectively.

 

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

 

19.Breakdown of Captions Included in the Income Statement

 

   December 31,
   2014  2013  2012
Financial Expense         
Other         
Turnover Tax   Ps.294,933   Ps.192,015   Ps.117,628 
Premium on repo transactions   Ps.26,565   Ps.15,201   Ps.5,060 
Forward transactions    96,172         
Other    5,833    7,526    16,469 
   Ps.423,503   Ps.214,742   Ps.139,157 

 

   December 31,
   2014  2013  2012
Services fee income         
Other         
Commissions   Ps.1,097,898   Ps.796,062   Ps.534,134 
Income from call center services        11,018    6,453 
Income from Mutual Funds administration services    54,844    39,030    25,752 
Rentals from safety boxes    61,840    49,638    31,713 
Insurance premiums    10,417         
Other    24,581    9,644     
   Ps.1,249,580   Ps.905,392   Ps.598,052 

 

Service fee expense         
Other         
Expenses and promotions related to credit cards  Ps.147,045   Ps.97,499   Ps.68,751 
Turnover tax    149,929    120,640    74,420 
Insurance reserves    1,611         
Other    6,643    25,667    7,723 
   Ps.305,228   Ps.243,806   Ps.150,894 

 

 

 F-163 
 

 

 Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

   December 31,
   2014  2013  2012
          
Miscellaneous income         
Other         
Gains on premises and equipment and miscellaneous assets disposals   Ps.2,684   Ps.1,075   Ps.7,322 
Sales of products    42,441    13,758     
Rentals    5,360    2,345    1,533 
Other adjustments and interest of miscellaneous credits    7,202    4,832    2,435 
Charge of couriers    2,579    1,639     
Disposal of creditors        9,757     
Other    10,855    26,024    12,367 
   Ps.71,121   Ps.59,430   Ps.23,657 

 

          
Miscellaneous losses         
Other         
Losses on premises and equipment and miscellaneous assets disposals   Ps.   Ps.19   Ps.408 
Losses on quota refund    4,161    4,055    3,855 
Charges paid to National Social Security Administration (ANSES)    13,537    12,841    8,208 
Turnover tax    4,863    5,750    3,676 
Court resolutions paid    701    1,860    2,497 
Grants paid    4,214    1,620    776 
Miscellaneous credits losses            1,650 
Other adjustments and interest of miscellaneous liabilities    466    1,366    515 
Losses related to fiduciary services    1,246    728     
Unrecoverable VAT    4,385    24    14 
Other    28,495    19,965    14,192 
   Ps.62,068   Ps.48,228   Ps.35,791 

 

20.Income Taxes

 

Income tax charge for the fiscal years ended December 31, 2014, 2013 and 2012, amounted to Ps. 199,084; Ps. 97,765 and Ps. 75,110, respectively. As of December 31, 2014, the Group had accumulated tax loss carryforwards of Ps. 208,900 which may reduce future year’s taxable income for income tax purposes. Such tax loss carryforwards expire over the following five years.

 

As of December 31, 2014 and 2013, the consolidated Group’s Minimum Presumed Income Tax (MPIT) available to credit against future income tax amounts to Ps. 6,370 and Ps. 3,218, respectively. Such MPIT expire over the following ten years.

 

21.Restrictions Imposed on the Distribution of Dividends

 

The distribution of retained earnings in the form of dividends is governed by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% of its net income to a legal reserve until the reserve equals to 20% of the company’s outstanding capital stock.

 

In addition, with regard to Banco Supervielle and Cordial Compañía Financiera the regulations in force at December 31, 2014 provide as follows:

 

 F-164 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

1)20% of the profits shown by the income statement for the fiscal year, plus - minus the adjustments to prior year results, minus the accumulated loss, if any, at the end of the preceding year, must be transferred to the Bank´s legal reserve.

 

2)No profits may be distributed or remitted prior to the approval of the results for the year and of the publication of the Bank’s annual financial statements.

 

3)All profit distributions must have the prior authorization of the Superintendency of Financial and Exchange Institutions of the BCRA, the intervention of which will be aimed at verifying the correct application of the procedures described in the regulations in force on this matter, issued by the BCRA. No distribution can be made unless the Computable Capital exceeds by at least 75% the Minimum Capital required by the BCRA.

 

4)Additionally, when calculating the excess capital used to determine a dividend proposal, entities must deduct 1% of risk weighted assets.

 

22.Capital Stock

 

As of December 31, 2014 the Group has outstanding 63,369,094 Ordinary Class “A”, nominated, non-endorsable shares, which are entitled to five votes per share and 59,516,170 Ordinary Class “B”, nominated and non-endorsable shares, which are entitled to one vote per share, and 1,600,000 Preferred shares with no voting rights.

 

Preferred shares give the right to receive a preferred, non-cumulative, annual dividend which for the years ended on December 31, 2014 and 2013 was of 2,928,125 and 3,892,000 pesos per share, respectively, and is annually adjusted by a coefficient of 1 plus Badlar rate as of year-end. Preferred shares can only be withdrawn by decision of the Company’s shareholders, and holders of preferred shares do not have the option to put or convert these shares into cash.

 

The Company is not subject to the minimum capital requirements established by the BCRA.

 

Pursuant to BCRA regulations, Banco Supervielle and Cordial Compañía Financiera must maintain a minimum capital, which is calculated by weighting the risks related to assets, bank premises and equipment, miscellaneous and intangible assets.

 

Under BCRA regulations, as of December 31, 2014 and 2013, the minimum capital requirements as applied to the Bank were as follows:

 

   Minimum Capital  Computable Capital  Computable Capital as a % of Minimum Capital
 December 31, 2014    Ps.2,105,923   Ps.2,337,326    111.0 
 December 31, 2013    Ps.1,579,248   Ps.1,772,266    112.2 

 

Management believes that, as of December 31, 2014 and 2013, The Bank and CCF, met all capital adequacy requirements to which are subject.

 

23.Earnings per Share

 

Basic and diluted earnings per share are based upon the weighted average of common shares outstanding of Grupo Supervielle, which were 122,885,264, 122,885,264 and 123,978,629, for the years ended December 31, 2014, 2013 and 2012.

 

 F-165 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

24.Contribution to the Deposit Insurance System

 

Law No. 24485 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. In January 2011, the amount was updated to Ps. 120. Later, in November 2014, through Communication “A” 5641, the BCRA increased this amount to Ps. 350.

 

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 Supervielle, 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 BCRA based on a daily survey conducted by it. Those deposits whose ownership has been acquired through endorsement and those deposits made as a result of incentives other than the interest rate are also excluded. 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 BCRA and the financial institutions, in the proportion determined by the BCRA based on the contributions made to the fund.

 

25.Financial Instruments with Off-Balance Sheet Risk

 

25.a.     Credit-related financial instruments

 

The Group enters into various transactions involving off-balance sheet financial instruments. The instruments could be used in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Group 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.

 

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans.

 

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for 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,
   2014  2013
       
Standby letters of credit   Ps.53,396   Ps.39,681 
Guarantees granted   Ps.330,227   Ps.223,867 
Acceptances   Ps.20,202   Ps.32,942 

 

Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

 

Acceptances are conditional commitments for foreign trade transactions.

 

 F-166 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

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 Group may require counter-guarantees. These counter-guarantees are classified by type, as follows:

 

   December 31,
   2014  2013
Preferred counter-guarantees    Ps.2,540,993   Ps.1,907,540 
Other counter-guarantees    Ps.4,175,796   Ps.2,927,362 
             

 

The Group accounts for checks drawn on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time as the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 

   December 31,
   2014  2013
       
Checks drawn on other banks   Ps.675,173   Ps.489,532 
Bills and other items for collection   Ps.3,030,305   Ps.2,537,636 

 

25.b.      Trust activities

 

See note 26

 

25.c .     Derivative Financial Instruments

 

In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.

 

These instruments include:

 

Forwards and Futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument. Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.

 

Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at a specific date and for a period in the future.

 

Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

 

Pursuant to BCRA´s rules, forward transactions with delivery of underlying assets, must be recorded under “Other receivables from financial intermediation” and “Other liabilities from financial transactions” in the accompanying consolidated balance sheet and they are valued as mentioned in Note 3.8.

 

The following table shows, the notional value of options, swaps and outstanding forward and futures contracts as of December 31, 2014 and 2013:

 

 F-167 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   As of December 31,
   2014  2013
Forward sales of foreign exchange without delivery of underlying assets  Ps.908,423   Ps.613,116 
Forward sales of gold without delivery of underlying assets    12,319    7,846 
Forward purchases of foreign exchange without delivery of underlying assets    1,136,606    1,290,578 
Interest rate swaps        68,000 
Call options written on stock    1,770    2,528 
Reverse repurchase agreements    37,840    81,400 
Repurchase agreements    79,328    74,118 

 

The following table shows, the income / (expenses) generated by derivatives financial instruments during the years ended December 31, 2014, 2013 and 2012:

 

   As of December 31,
   2014  2013  2012
Forward transactions results   Ps.(96,172)  Ps.86,900   Ps.3,381 
Interest rate swaps    982    (940)   (491)
Call options written on stock    2,294    2,415    411 
Reverse repurchase agreements    14,466    2,549    9,854 
Repurchase agreements    (26,565)   (15,200)   (703)
Put Options        (300)   (202)

 

26.Financial Trusts and Mutual Funds

 

a)      Financial Trusts

 

The Group acts as trustee or settler in financial trusts.

 

I)       As Trustee

 

The following are the financial trusts where the Group acts as trustee at year-end:

 

Financial trust Banex Créditos IV

 

Trustee: Banco Supervielle

- Banex Asset-Backed Securities Program

 

Financial Trust  Trustee  Set up on  Assets assigned in trust  Value initially assigned in trust  Securities issued and last maturity (1)  Observation  Holdings – book value
Fideicomiso Financiero Banex Créditos IV  Banco Supervielle S.A.   3/19/2004  Personal loans  Ps.30,012   VDFA
NV$ 21,000
Due: 01/20/05
  VDFB
NV$ 6,000
Due: 04/20/05
  CP
NV$ 3,000
Due: 04/20/07
  In liquidation    

 

(1) VDFA means Senior Debt Securities, VDFB means Subordinated Debt Securities and CP means Certificates of Participation

  

 F-168 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Guarantee management trusts

Trustee: Banco Supervielle

 

Trust  Indenture executed on  Trustee substitution date  The principal obligation expires on  Original Principal amount   Ps.  Principal balance   Ps.  Beneficiaries  Settlers
Hoteles Accor / Torre Bencich   01/07/2004       1/07/2021          Hoteles Accor de Argentina S.A.  NSB S.A.
Credimas   1/11/2013       5/25/2015   14,000    2,746   Banco Supervielle S.A.  Credimas S.A.
Rafael G Albanesi S.A.   7/23/2014   3/31/2011   10/25/2016   10,000    9,427   Banco Supervielle S.A.  Rafael G Albanesi S.A.
Sistemas Unificados de Crédito dirigido S.A.   7/16/2013       1/20/2015   10,000    1,844   Banco Supervielle S.A  Sistemas Unificados de Crédito dirigido S.A.
Sistemas Unificados de Credito dirigido S.A.   7/16/2013       8/8/2016   12,000    12,000   Banco Supervielle S.A.  Sistemas Unificados de Credito dirigido S.A.

 

The Group acts also as trustee in the following trusts:

 

-Fideicomiso Mendoza, in liquidation phase, since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded, mainly originating from the exclusion of assets, amounts to Ps. 12,707 and have been backed by assets in trust (loans, other miscellaneous receivables and other financial assets) in the amount of Ps. 429. This trust will be liquidated following the procedures established by Law 24,441.

 

-Lujan Trust: the term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, only the final deregistration in tax matters is still pending.

 

II)      As Settler

 

The Group transfers portions of their loan portfolio to special purpose trusts that fund the purchase by issuing securities that are sold to third parties, thereby creating an additional source of funding for operations.

 

In the case of the securitization transactions arranged by the Group, the trustee typically issues senior bonds, subordinated bond and participation certificates, and places the senior bonds and a portion of the subordinated bonds and participation certificates in the Argentine capital markets.

 

The following are the financial trusts where the Group acts as settler at year-end:

 

Publicly offered and listed financial trusts

 

Supervielle Leasing Financial Trust 

Assets assigned in trust: Collection rights on lease agreements 

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust  Set up on  Value initially assigned in trust (Ps.)  Securities issued and last maturity (2)  Holdings – book value Ps.
Serie 8 (1)   2/4/2013   262,874   VDF TFA
NV$ 73,604
Due: 8/20/13
  VDF TVB
NV$ 136,694
Due: 11/20/2014
  CP
NV$ 52,574
Due: 11/20/2017
  CP 55,303
Serie 9 (1)   8/21/2013   197,250   VDF TFA
NV$ 116,377
Due: 4/20/15
  VDF TVB
NV$ 36,491
Due: 2/22/2016
  CP
NV$ 44,381
Due: 6/20/2018
  CP 54,137
Serie 10 (1)   6/5/2014   211,200   VDF TV
NV$ 147,833
Due: 8/22/16
     CP
NV$ 63,357
Due: 3/20/2019
  CP 69,238
Serie 11 (1)   9/26/2014   133,466   VDF TV
NV$ 93,426
Due: 3/20/17
     CP
NV$ 40.039
Due: 10/21/2019
  VDF TV 53,612
CP 41,686

 

(1) Securities issued under the Supervielle Confiance 3 program

 

(2) VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate) and CP means Certificates of Participation

 

 F-169 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Supervielle Créditos Financial Trust 

Assets assigned in trust: Personal loans

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust  Set up on  Value initially assigned in trust (Ps.)  Securities issued and last maturity (4)  Holdings – book value Ps.
Serie 65 (1), (3)   12/7/12   175,000   VDF TF A
NV$ 56,000
Due: 09/20/13
  VDF TV B
NV$ 98,000
Due: 02/20/15
  VDF TF C
NV$ 10,500
Due: 06/22/15
  CP
NV$ 10,500
Due: 10/20/16
  Liquidation Financial Statements as of 11/30/2014
Serie 66 (1), (3)   12/19/12   200,002   VDF TF A
NV$ 60,000
Due: 09/20/13
  VDF TV B
NV$ 116,000
Due: 03/20/15
  VDF TF C
NV$ 12,000
Due: 06/22/15
  CP
NV$ 12,000
Due: 11/21/16
  Liquidation Financial Statements as of 11/30/2014
Serie 67 (1), (3)   12/20/12   320,029   VDF TF A
NV$ 96,000
Due: 10/21/13
  VDF TV B
NV$ 185,600
Due: 03/20/15
  VDF TF C
NV$ 19,200
Due: 07/20/15
  CP
NV$ 19,200
Due: 11/21/16
  Liquidation Financial Statements as of 12/31/2014
Serie 68 (1), (3)   3/7/13   250,002   VDF TF A
NV$ 75,000
Due: 11/20/13
  VDF TV B
NV$ 160,000
Due: 08/20/15
     CP
NV$ 15,000
Due: 02/21/17
   CP 36,541
Serie 69 (1), (3)   4/17/13   200,007   VDF TF A
NV$ 60,000
Due: 01/20/14
  VDF TV B
NV$ 128,000
Due: 09/21/15
     CP
NV$ 12,000
Due: 03/20/17
  CP 30,086
Serie 75 (2), (3)   12/18/13   200,001   VDF TV
NV$ 192,000
Due: 06/20/16
        CP
NV$ 8,000
Due: 10/20/16
  VDF TV 12,518
Serie 76 (2), (3)   2/6/14   200,001   VDF TV
NV$ 232,500
Due: 04/20/16
        CP
NV$ 17,500
Due: 11/21/16
  VDF TV 45,770
CP 20,386
Serie 77 (1), (3)   3/13/14   200,002   VDF TV
NV$ 232,500
Due: 03/21/16
        CP
NV$ 17,500
Due: 12/20/16
  CP 35,108
Serie 78 (1), (3)   4/7/14   250,006   VDF TV
NV$ 232,500
Due: 06/20/16
        CP
NV$ 17,500
Due: 03/20/17
  CP 33,398
Serie 80 (1), (3)   6/30/14   250,016   VDF TV
NV$ 232,500
Due: 07/20/16
        CP
NV$ 17,500
Due: 02/20/17
  CP 29,624
Serie 81 (1), (3)   8/13/14   250,010   VDF TV
NV$ 232,500
Due: 09/20/16
        CP
NV$ 17,500
Due: 06/20/17
  CP 32,038
Serie 82 (1), (3)   9/26/14   250,004   VDF TV
NV$ 232,500
Due: 09/20/16
        CP
NV$ 17,500
Due: 06/20/17
  VDF TV 85,903
CP 19,755
Serie 83 (1), (3)   10/28/14   250,002   VDF TV
NV$ 232,500
Due: 02/20/17
        CP
NV$ 17,500
Due: 09/20/17
  VDF TV 79,781
Serie 84 (1), (3)   11/21/14   250,003   VDF TV A
NV$ 232,500
Due: 03/20/17
        CP
NV$ 17,500
Due: 12/20/17
  VDF TV 68,083
CP 20,064
Serie 85 (1), (3)   10/19/14   250,010   VDF TV
NV$ 232,500
Due: 09/20/16
        CP
NV$ 17,500
Due: 09/20/17
  VDF TV 162,960
CP 19,430

 

(1) Securities issued under the Supervielle Confiance 3 program

 

(2) Securities issued under the Supervielle Confiance 4 program 

 

(3) Personal loans originated, or subsequently acquired, by Banco Supervielle and granted to ANSES retirees and pensions, and San Luis provincial public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits

 

(4) VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

 

 F-170 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

Supervielle Créditos Financial Trust

Assets assigned in trust: Personal loans 

Trustee: Deutsche Bank S.A.

 

Financial trust  Set up on  Value initially assigned in trust (Ps.)  Securities issued and last maturity (3)  Holdings – book value Ps.
Serie 64 (1), (2)   11/2/2012   130,010   VDF TF A
NV$ 45,500
Due: 07/22/13
  VDF TV B
NV$ 68,900
Due: 11/20/14
  VDF TF C
NV$ 7,800
Due: 3/20/15
  CP
NV$ 7,800
Due: 8/22/16
  Liquidation Financial Statements as of 11/30/2014

 

(1) Securities issued under the Supervielle Confiance 2 program

 

(2) Personal loans originated, or subsequently acquired, by Banco Supervielle and granted to ANSES retirees and pensions, and San Luis provincial public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits

 

(3) VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

 

Supervielle Renta Inmobiliaria Financial Trust

Assets assigned in trust: Real estate and the proceeds from their rentals and/or sales

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust  Set up on  Value initially assigned in trust  Securities issued and last maturity (2)  Holdings – book value Ps.
Serie I (1)   11/8/2007  US$ 14,336   VDF NV US$ 10,035
Due: 11/5/17
   CP NV US$ 4,300
Due: 11/5/17
  VDF 1,591   CP 29,799

 

(1) Securities issued under the Supervielle Confiance program

 

(2) VDF means Senior Debt Securities and CP means Certificates of Participation

 

 F-171 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Supervielle Personales Financial Trust

Assets assigned in trust: Personal loans

Trustee: Deutsche Bank S.A.

  

Financial trust  Set up on  Value initially assigned in trust (Ps.)  Securities issued and last maturity  Holdings – book value Ps.
Serie 6 (1), (2)   8/24/2012   109,633   VDF TF A
NV$ 65,778
Due: 7/22/13
  VDF TV B
NV$ 30,696
Due: 4/21/14
  VDF TF C
NV$ 7,674
Due: 9/22/14
  CP NV $5,481
Due:11/21/16
  Liquidation Financial Statements as of 12/31/2014

 

(1) Securities issued under the Supervielle Confiance 2 program

 

(2) Personal loans granted to employees of companies prequalified by Banco Supervielle for which the Bank processes payroll, to high income customers of the Bank, and to high income open market customers.

 

(3) VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

 

Cordial Compañía Financiera Crédito Financial Trust 

Assets assigned in trust: Personal Loans

Trustee: TMF Trust Company (Argentina) S.A.

 

Financial trust  Set up on  Value initially assigned in trust (Ps.)  Value of Participation Certificates issued  Value of Debt securities issued
Serie V (1)   4/24/2014   218,030    40,574    12,088 
Serie VI   10/24/2014   230,270    34,642    36,705 
Serie VII   12/30/2014   60,739    10,865     

 

(1) Cordial Compañía Financiera holds 100% of participation certificates issued

 

b)      Mutual Funds

 

At December 31, 2014 and December 31, 2013, Banco Supervielle is the depository of the following Mutual Funds managed by Supervielle Asset Management.

 

Mutual Fund  Portfolio  Net worth  Number of units
   12/31/2014   Ps.  12/31/2013   Ps.  12/31/2014   Ps.  12/31/2013   Ps.  12/31/2014   Ps.  12/31/2013   Ps.
Premier Renta C.P. Pesos   979,234    885,602    977,268    884,355    260,754,611    273,229,325 
Premier Renta Plus en Pesos   126,448    361,378    125,562    357,436    42,494,600    149,757,257 
Premier Renta Fija Ahorro   1,330,350    772,979    1,326,426    749,784    154,278,085    110,796,106 
Premier Renta Fija Crecimiento   178,272    151,347    177,918    151,040    43,258,961    44,963,430 
Premier Renta Variable   63,552    33,037    62,840    32,711    10,267,308    8,033,046 
Premier FCI Abierto Pymes   263,932    142,971    263,472    142,699    135,259,316    93,948,444 
Premier Commodities Agrarios   1,492    847    1,435    844    868,307    647,567 
Premier Capital   170,243        166,974        141,333,175     

 

27.Loans and issuance of negotiable obligations

 

a.     Loans from international agencies

 

Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO)

 

On December 20, 2007, Cordial Microfinanzas S.A. and FMO entered into a financing agreement, with Grupo Supervielle acting as guarantor of that transaction, whereby it received in February 2008 the equivalent in pesos to US$ 3,000,000 payable in 6 consecutive semi-annual installments in pesos, the first installment falling due on April 15, 2011. The loan accrues interest at Badlar for private banks for 30 to 44 day term deposits, plus 4%. Interest shall be payable quarterly as from April 15, 2008. In March 2011, the Company, Cordial Microfinanzas S.A. and FMO signed an addenda to the facility agreement, deferring in two years the first installment, so that it operates on April 15, 2013.

 

 F-172 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The financing received is subject to compliance with certain financial and non-financial covenants related mainly to the level of creditworthiness, exposure to loans, transactions with to related parties, foreign currency position, placements of liens and disposal of certain assets, in addition to certain information requirements and other positive and negative covenants. Furthermore, those agreements contain a “cross default” clause, whereby any breach of the obligations assumed by Cordial Microfinanzas, Grupo Supervielle or Banco Supervielle shall lead to the accelerated amortization of the loans granted by FMO. Moreover, Grupo Supervielle shall keep an interest of at least 85% in the capital of Banco Supervielle over the life of those agreements.

 

b.      International financing programs

 

Global Financial Exchange Program

 

In April 2007, Banco Supervielle signed an agreement within IFC/World Bank Group’s Global Trade Finance Program whereby the IFC may, at its discretion, furnish a guarantee in favor of a correspondent bank thereby covering the Entity’s payment obligations arising from trade-related transactions with its customers.

 

As of December 31, 2014, the transactions in force with the coverage offered by IFC in the framework of the Global Trade Finance Program totaled USD 3,362,736.50.

 

The agreement signed with the IFC is subordinated to compliance with certain duties, including the preparation of reports at regular intervals and abiding by certain financial ratios in the field of solvency, credit risk, restricted assets, and exposure to foreign currency and interest rate risk.

 

As of December 31, 2014, the Company was in compliance with the covenants, requirements and obligations mentioned.

 

Foreign Trade Credit Facility Program

 

In May 2009 the Bank signed an agreement under the Foreign Trade Credit Facility Program of the Inter-American Development Bank (IDB). The line of credit granted to Banco Supervielle for US$ 10,000,000 under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

 

As of December 31, 2014, there were no transactions outstanding with IDB’s coverage in the framework of the above-mentioned program.

 

Fondo Fiduciario de Capital Social (FONCAP)

 

On September 20, 2010, Cordial Microfinanzas entered into a framework financing agreement with FONCAP S.A., for a total principal amount of up to Ps. 2,500. The Company must repay the principal borrowed in 12 quarterly and consecutive installments, which started on December 17, 2011. This debt shall accrue a quarterly variable compensatory interest rate, payable in arrears over balances and made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, as informed by private banks, plus an additional 500 bps. Interest is payable on a monthly basis, with the first payment made on November 17, 2010.

 

 F-173 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

On September 14, and November 8, 2011, Cordial Microfinanzas entered into new framework financing agreements with FONCAP S.A., for a total principal amount of up to Ps. 1,500 each one. The principal amount must be repaid in 8 quarterly and consecutive installments of Ps. 187 for each lined received, with the first installments being paid on December 17, 2012 and February 17, 2013, respectively, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 305 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

Additionally, on October 2, 2012, Cordial Microfinanzas entered into a new loan facility with FONCAP, with a principal amount of Ps. 2,000 reimbursable in 10 equal, consecutive, three-month installments, in Pesos, with the first payment being paid on July 17, 2014, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 305 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

 

d.      Program for the issuance of Negotiable Obligations denominated in USD

 

On April 30, 2007, the Ordinary and Extraordinary Shareholders’ Meeting No. 95 of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of US$ 200,000,000. The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on August 10, 2007.

 

d.1.   Issuance of Subordinated Corporate Bonds Class I

 

On October 13, 2010, the Board of Directors of Banco Supervielle approved the issuance of Class 1 Corporate Bonds. The subscription period ended on November 8, 2010.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 50,000,000.

 

Rank: Class 1 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity.

 

Maturity date: November 11, 2017 

 

Interest rate: 11.375%

 

Interest Payment Date: The interest accrued by the Class 1 Corporate Bonds will be paid on a half-yearly basis on May 11 and on November 11 each year. 

 

Amortization: Principal shall be repaid on the Maturity Date.

 

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of the State of New York

 

On March 21, 2012, the Ordinary Shareholders’ Meeting resolved to extend the effective period of the Program for five years starting on the original due date, July 13, 2012.

 

As of the December 31, 2010, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 192,215.

 

d.2.   Issuance of Subordinated Corporate Bonds Class III

 

On May 16, 2013 the Board of Directors of Banco Supervielle approved the issuance of Class 3 Corporate Bonds. The subscription period ended on August 15, 2013.

 

 F-174 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 22,500,000.

 

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity. 

 

Maturity date: August 20, 2020

 

Interest rate: 7.00%

 

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on February 20 and on August 20 each year. 

 

Amortization: Principal shall be repaid on the Maturity Date.

 

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d.2.   Issuance of Subordinated Corporate Bonds Class IV

 

On October 14, 2014 the Board of Directors of Banco Supervielle approved an increase of the total amount of the Program for up to Ps. 750,000 and the issuance of Class 4 Corporate Bonds for up to USD 30,000,000 within such Program. The subscription period ended on November 14, 2014.

 

The following are the main terms and conditions of the issuance:

 

Amount: US$ 13,441,000. 

 

Rank: Class 3 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity. 

 

Maturity date: November 18, 2021 

 

Interest rate: 7.00% 

 

Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on May 18 and on November 18 each year. 

 

Amortization: Principal shall be repaid on the Maturity Date. 

 

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

d.      Program for the issuance of Negotiable Obligations denominated in Pesos

 

On March 25, 2013, the Extraordinary Meeting of Shareholders of Banco Supervielle approved the creation of a global program of Corporate Bonds denominated in Pesos for up to a maximum amount of Ps. 750,000. On the same date, the Board of Directors of the Bank approved the issuance of Corporate Bonds Class 1 and 2, which was authorized by the Argentine Securities Commission on May 2, 2013.

 

The following are the main terms and conditions of the issuance:

 

Amount: 91,210. 

 

Rank: Class 2 Corporate Bonds are Banco Supervielle’s subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders’ Equity. 

 

Maturity date: November 17, 2014 

 

Interest rate: Floating / Badlar + 3.99% 

 

Interest Payment Date: The interest accrued by the Class 2 Corporate Bonds will be paid on a three-month period basis starting on August 15, 2013. 

 

Amortization: Principal shall be repaid on the Maturity Date. 

 

Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

 

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Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

e.      Negotiable Obligations and Short-term securities of Cordial Compañía Financiera

 

The following are the series of short-term securities and corporate bonds issued by Cordial Compañía Financiera, outstanding as of December 31, 2014 and 2013:

 

Short-term securities:

 

   Date of issuance  Due date  Nominal value (Ps.)  Applicable Rate  2014  2013
Class V   2/8/13   2/3/14   98,000   Variable rate 4.25% + BADLAR       73,500 
Class VII   5/13/13   5/8/14   49,875   Variable rate 3.99% + BADLAR       49,875 
Total                                   123,375 

 

Corporate Bonds

 

   Date of issuance  Due date  Nominal value (Ps.)  Applicable Rate  2014  2013
Class I   10/3/13   6/30/14   16,889   23.00%       16,889 
Class II   10/3/13   4/3/15   73,253   Variable 4.99% + BADLAR   73,253    73,253 
Class IV   2/21/14   8/21/15   53,889   Variable 5.00% + BADLAR   53,889     
Class V   8/15/14   2/15/16   147,222   Variable 3.75% + BADLAR   147,222     
Total                               274,364    90,142 

  

f.      Global Program for the Issuance of Corporate Bonds

 

On September 22, 2010, the Extraordinary General Shareholders’ Meeting of Grupo Supervielle approved the application for admission to the public offering regime set forth under Law No. 17,811 and the creation of a Global Program for the Issuance of Corporate Bonds, Not Convertible into Shares. These corporate bonds may be short, medium and/or long term, subordinated or not, secured or not, denominated in Pesos, in US Dollars or in any other currency for a maximum outstanding amount that at no time should be higher than Ps. 500,000 or its equivalent in any other currency, as per the last Program amendment dated October 24, 2013.

 

In addition, the corporate bonds may be issued in various classes and/or series during the term of the program, and the possibility exists of re-issuing the successive classes and/or series that have been amortized.

 

The Argentine Securities Commission approved the above-mentioned Program on November 11, 2010.

 

At December 31, 2014 and 2013 the following series of corporate bonds of Grupo Supervielle issued under the above mentioned program were outstanding: 

 

Class  Issue date  Currency  Amount (Ps.)  Applicable Rate  Due date
Class VII   9/28/12   ARS    65,000   Variable + 4.23%   3/28/14
Class IX   1/24/13   ARS    90,000   Variable + 4.48%   7/24/14
Class X   5/7/13   ARS    63,456   Variable + 3.50%   11/7/14
Class XI   11/5/13   ARS    50,000   Variable + 4.08%   5/5/15
Class XII   1/31/14   ARS    71,397   Variable + 4.70%   7/31/15
Class XIII   1/31/14   ARS    23,100   Variable + 6.25%   1/31/19
Class XIV   5/13/14   ARS    38,194   Variable + 3.85%   11/13/15
Class XV   5/13/14   ARS    81,806   Variable + 4.65%   5/13/16
Class XVI   9/23/14   ARS    81,250   Variable + 3.25%   3/23/16

 

 F-176 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of December 31, 2014 Class VII, IX and X were fully amortized.

 

Funds provided by the issuance of corporate bonds were used to cancel financial liabilities, in accordance with article 36 of Law 23,576.

 

28.Non-controlling interest

 

The breakdown of this caption is as follows:

 

   December, 31
Company  2014  2013
Banco Supervielle   51,726    38,987 
Sofital   3,024    2,256 
Cordial Microfinanzas       717 
Total  Ps.54,750   Ps.41,960 

 

29.Acquisition of Aseguradores de Créditos del Mercosur S.A.

 

On June 6, 2013, Grupo Supervielle and Sofital submitted to Aseguradores de Cauciones S.A. and to Suscriptores de Garantías S.A. (Uruguay) an irrevocable offer for the acquisition of 100% of the shares in Aseguradores de Créditos del Mercosur S.A., a Company organized under the laws of Argentina and subject to the overview of the National Superintendence of Insurance (“SSN”).

 

On May 14, 2013, the SSN approved the transfer of shares, and accordingly, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to Grupo Supervielle, and 5% were transferred to Sofital. The total consideration paid by Grupo Supervielle and Sofital was Ps. 4,543.

 

30.  Differences between the Argentine Banking GAAP and Argentine GAAP

 

The main differences between the Argentine Banking GAAP and Argentine GAAP are detailed below:

 

Recognition of income tax by the deferred tax method

 

Grupo Supervielle calculates income tax at the current rate on the estimated taxable profit, without considering the effect of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis. In accordance with Argentine GAAP, income tax must be recognized by the deferred tax method and, consequently, deferred tax assets or liabilities calculated on the abovementioned timing differences must be recognized. In addition, tax loss carry-forwards or unused tax credits allowed to be deducted from future taxable income must be recognized as deferred assets, as long as income is likely to be obtained.

 

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Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Derivative financial instruments

 

The Group’s subsidiaries have recorded derivative financial instruments in accordance with BCRA regulations. Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of each fiscal year. In accordance to Argentine GAAP the valuation should be made at fair value

 

Credits originating in refinancing

 

Under Argentine GAAP, whenever certain credits are substituted by others subject to conditions substantially different from those originally agreed, the pre-existing account will be written off and a new credit will be recognized, and its accounting measurement will be made on the basis of the best possible estimate of the sum receivable, using a discount rate reflecting the market assessments about the time value of money and the specific risks of the related asset. Those operations are valued in accordance with BCRA regulations based on the contractual rates agreed. The risk is measured under specifically regulated classification and provisioning criteria.

 

Goodwill

 

Under Argentine Banking GAAP the Group determined goodwill for the excess of the purchase price over the equity value of the investment at the acquisition date. Under Argentine GAAP, goodwill should result from the difference between the purchase price of the investment referred to above and the amount of the net assets acquired valued at the estimated fair value.

 

Under Argentine Banking GAAP and Argentine GAAP there is not differences related to amortization

 

Sanctions imposed to Financial Institutions and summaries carried out by the BCRA

 

Under Argentine Banking GAAP, since January 2015, financial institutions must accrue a provision of 100% of administrative and/or disciplinary sanctions, and penal sanctions with judicial sentence on first instance, imposed or initiated by the BCRA, the Unit of Financial Information, the National Securities Commission and the National Superintendence of Insurance, that have been notified, with disregard of its amount, the status of the process, or if the fine payment is suspended. Moreover, financial institutions are required to disclose in their financial statements such sanctions and summaries initiated by the BCRA, since the first notification received.

 

Pursuant to Argentine GAAP, such contingencies shall be recorded under liabilities when the possibility their effects take place is high and they can be appropriately determined in terms of currency. These shall as well be informed in notes to the financial statements. Contingencies which occurrence is considered to be remote shall not be included in the financial statements or the notes thereto, while those which possibility of occurrence is not considered remote but do not meet the requirements to be recorded under liabilities shall only be informed in notes to the financial statements.

 

Valuation of Government Securities

 

BCRA regulations set forth specific valuation criteria for government securities recorded at their acquisition cost plus the I.R.R. Pursuant to Argentine GAAP the above-mentioned assets must be valued at their fair value.

 

Employee benefits

 

The benefits granted to staff, such as vacations, special termination benefits and indemnities are recorded to expenses by the Group, when paid following the criteria allowed by the BCRA Rules, while Argentine GAAP establishes that such benefits, which accrue as the employees render their services or accept termination agreements, should be recognized as a liability during the term of labor or acceptance of agreement.

 

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Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Presentation of Financial Statements and Disclosure

 

Argentine Banking GAAP and Argentine GAAP differ in certain presentation aspects, which are summarized as follows:

 

-Under Argentine GAAP, assets and liabilities are classified as current and non-current on the balance sheet.

-Under Argentine GAAP, Goodwill is shown as a separate item on the balance sheet, while under Argentine Banking GAAP it’s included in the Intangible Assets line item.

-Certain disclosure requirements for Argentine GAAP, are not mandatory under Argentine Banking GAAP, such as goodwill information, related party transactions, and others.

 

31. Group’s Risk Management Policies

 

Comprehensive risk management constitutes a key discipline for financial institutions. Grupo Supervielle aims to create through its subsidiaries, a solid and efficient organization in risk management, the framework for an optimal use of its capital and for identifying business opportunities in the markets and geographical regions in which it operates, seeking the best risk-reward balance for its shareholders. The risk management framework is communicated to all the organization and strives for a balance between a solid culture in risk matters and being an innovative Company, focused on its customers, and recognized for its agile, straightforward and gentle operating style.

 

The Company’s Board of Directors considers that its criteria and guidelines regarding risk management are a key part of its Corporate Governance. The risks to which the Company is exposed, are inherent to the financial industry, such as credit, market, interest rate, liquidity, operational, reputational and strategic risk. In addition, the Company is exposed to securitization risk, given the leadership role it has on this subject.

 

Within this framework, Banco Supervielle and Cordial Compañía Financiera follow the guidelines set forth by the BCRA for comprehensive risk management and corporate governance.

 

32. Parent only Financial Statements

 

The following are the parent company only financial statements of Grupo Supervielle as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012.

 

 F-179 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated) 

 

Balance sheet (Parent Company only)

 

   December 31,
   2014  2013
Assets      
Current assets      
Cash and due from banks  Ps.1,615   Ps.865 
Short - term investments   42    39,515 
Tax credits   27     
Other receivables   2,994    2,974 
Total current assets  Ps.4,678   Ps.43,354 
           
Non - current assets          
Long - term investments  Ps.2,134,410   Ps.1,602,369 
Tax credits   647    4,347 
Other receivables   1,599     
Premises and equipment, net   30    135 
Total non-current assets  Ps.2,136,686   Ps.1,606,851 
Total assets  Ps.2,141,364   Ps.1,650,205 
           
Liabilities          
Current Liabilities          
Trade accounts payable  Ps.1,273   Ps.4,512 
Financial indebtedness   229,925    225,200 
Taxes payable   157    962 
Other accounts payable   17,803    3,279 
Total current liabilities  Ps.249,158   Ps.233,953 
           
Non - current liabilities          
Financial indebtedness  Ps.185,220   Ps.49,844 
Other accounts payable       14,000 
Total non-current liabilities  Ps.185,220   Ps.63,844 
Total liabilities  Ps.434,378   Ps.297,797 
Shareholder’s equity  Ps.1,706,986   Ps.1,352,408 
Total liabilities and shareholders’ equity  Ps.2,141,364   Ps.1,650,205 

 

 F-180 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

Statement of Income (Parent Company only)

   December 31,
   2014  2013  2012
Equity in earnings of controlled companies  Ps.533,587   Ps.407,250   Ps.366,128 
Administrative expenses   (25,350)   (20,206)   (22,148)
Other income, net   31,984    25,325    20,249 
Financial results, net               
Generated by assets  Ps.6,278   Ps.14,552   Ps.7,180 
Generated by liabilities   (183,579)   (53,931)   (45,204)
Income before income tax  Ps.362,920   Ps.372,990   Ps.326,205 
Income tax            
Net income for the year  Ps.362,920   Ps.372,990   Ps.326,205 

 

Statement of Cash Flows (Parent Company only)

   December 31,
   2014  2013  2012
Changes in cash and cash equivalents         
Cash and cash equivalents at the beginning of the year  Ps.40,380   Ps.1,875   Ps.16,557 
Cash and cash equivalents at the end of year  Ps.1,657    40,380    1,875 
Net (decrease) / increase in cash and cash equivalents  Ps.(38,723)  Ps.38,505   Ps.(14,682)
                
Cash flow from operating activities                
Operating expenses paid  Ps.(28,005)  Ps.(21,625)  Ps.(20,980)
Dividends received   16,150    14,725    7,030 
Other operating (expenses paid) / income received   (47,373)   52,620    18,020 
Net cash (used in) / provided by operating activities  Ps.(59,228)  Ps.45,720   Ps.4,070 
                
Cash flow from investing activities               
Increase in investments  Ps.   Ps.6,994   Ps.(4,390)
Proceeds from premises and equipment   328         
Increase in long-term investments   (17,787)   (8,047)   (5,870)
Net cash used in investing activities  Ps.(17,459)  Ps.(1,053)  Ps.(10,260)
                
Cash flow from financing activities               
Dividends paid   (8,342)   (8,672)   (24,363)
Financing received / (paid)   40,359    (10,891)   15,675 
Net cash provided by / (used in) financing activities  Ps.32,017   Ps.(19,563)  Ps.(8,688)
Net financial income from holdings of cash and cash equivalents   5,947    13,401    196 
Net (decrease) / increase in cash and cash equivalents  Ps.(38,723)  Ps.38,505   Ps.(14,682)

 

 F-181 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

  

   December 31,
   2014  2013  2012
Cash and due from banks  Ps.1,615   Ps.865   Ps.97 
Time deposits   42    39,515    1,778 
Cash and cash equivalents  Ps.1,657   Ps.40,380   Ps.1,875 

 

 

Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

  

   December 31,
   2014  2013  2012
Cash and due from banks         
 As per the Balance sheet  Ps.1,615   Ps.865   Ps.97 
 As per the Statement of cash flows  Ps.1,615   Ps.865   Ps.97 
                
Short term investments               
 As per the Balance sheet  Ps.42   Ps.39,515   Ps.7,622 
 Items that are not cash equivalents           (5,844)
 As per the Statement of cash flows  Ps.42   Ps.39,515   Ps.1,778 

 

33.  Credit Line for Productive Investment

 

Pursuant to Communications “A” 5319 of the BCRA, financial institutions were required to offer a credit line directed to finance investment projects to purchase capital goods and/or to finance the construction of facilities to produce goods and/or services and to market goods (excluding inventories). These credit lines were required to reach in aggregate an amount equal to 5% of average deposits received from the non-financial private sector, at or before June 30, 2013. Communications “A” 5380, 5449, 5516 and 5600 further extended these requirements to new credit lines, with the last one being due on December 31, 2015. Banco Supervielle complied with these requirements within the due dates established by the BCRA, having disbursed Ps. 1,635 million in loans before June 30, 2014 and being in the process of granting and disbursing Ps. 1,497 million in new loans as of December 31, 2014.

 

34.   Protection to users of financial services

 

On June 19, 2013, the BCRA issued Communication “A” 5460, granting a broad protection to consumers of financial services, including, among other aspects, the regulation of fees and commissions charged by financial institutions for services provided. Therefore, fees and charges must represent a real, direct and demonstrable cost and should have a technical and economic justification.

 

On June 10, 2014, the BCRA issued Communications “A” 5590, 5591 and 5592, through which it adopted a set of rules regarding the reference interest rate for personal loans and car loans granted to retail customers, that are not considered as micro, small and medium size companies. In addition, it established new rules regarding fees and charges for basic financial products and services, as defined by the BCRA. Beginning on the effective date of the rule, financial institutions must have prior authorization from the BCRA to implement increases to the cost of those services.

 

35.  Adoption of the International Financial Reporting Standards

 

The National Securities Commission (“CNV”) has established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, whether because of their capital or their negotiable obligations, or because they have requested to be included in such system, for financial statements corresponding to fiscal years started as from January 1, 2012. The adoption of such standards is not applicable to the Company since the CNV exempts banks, insurance companies and companies that invest in banks and insurance companies. Therefore, due to the fact that Banco Supervielle is the Company’s main equity investment, a financial institution subject to the BCRA regulations, the Company continued following the valuation and disclosure criteria applied by Banco Supervielle for the presentation of the consolidated financial statements.

 

 F-182 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

On February 12, 2014, the BCRA approved a convergence roadmap to IFRS for financial statements of institutions under its supervision, with an effective date for fiscal years commenced on January 1, 2018.

 

In March 2015, Banco Supervielle and Cordial Compañía Financiera’s Board of Directors approved an implementation plan, following the guidelines set up by the BCRA, which shall have a six-month period review and update.

  

36.   Summary of Significant Differences between Argentine Banking GAAP and US GAAP

 

The accompanying consolidated financial statements have been prepared in accordance with Argentine Banking GAAP, which differs in certain significant respects from US GAAP. Such differences involve methods of measuring the amounts shown in the consolidated financial statements, as well as additional disclosures required by US GAAP and Regulation S-X of the SEC.

 

I.       Differences in measurement methods

  

As indicated in Note 3.1, as from March 1, 2003, inflation accounting was discontinued. The following reconciliation does not include the reversal of the adjustments to the consolidated financial statements for the effects of inflation, because, as permitted by the Securities and Exchange Commission (“SEC”), it represents a comprehensive measure of the effects of price-level changes in the Argentine economy, and as such, is considered a more meaningful presentation than historical cost-based financial reporting for both Argentine Banking GAAP and US GAAP.

 

The main differences, other than inflation accounting, between Argentine Banking GAAP and US GAAP as they relate to the Group are described below, together with an explanation, where appropriate, of the method used in the determination of the necessary adjustments. References below to “ASC” are to Accounting Standard Codification issued by the Financial Accounting Standards Board in the United States of America.

 

The following tables summarize the main reconciling items between Argentine Banking GAAP and US GAAP:

 

 F-183 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Reconciliation of net income:

  

      December 31,
      2014  2013
Net income under Argentine Banking GAAP        Ps.362,920   Ps.372,990 
                
US GAAP adjustments               
Loan origination fees and costs    Note 36.a    62,344    (13,469)
Intangible assets               
Differences in basis relating to purchase accounting    Note 36.b    1,971    3,287 
Other intangible assets    Note 36.b    (5,604)   (10,986)
Loan loss reserves    Note 36.c    (61,985)   74,107 
Transfers of financial assets    Note 36.d    (14,050)   (37,365)
Government securities and other investments    Note 36.e    132     
Vacation accrual    Note 36.f    (60,988)   (25,264)
Derivatives instruments    Note 36.g    (519)   619 
Special Termination Arrangements    Note 36.h    (36,772)   (15,226)
Customer Loyalty Programs    Note 36.i    (22,843)   (14,690)
Credit Card Loans –Imputed Interest    Note 36.j    3,693    (21,197)
Deferred Income tax    Note 36.k    46,942    58,865 
Financial Guarantees    Note 36.l    1,819    669 
Non-controlling Interest    Note 36.m    13,707    10,556 
Net Income under US GAAP        Ps.290,767   Ps.382,896 
                
Non-controlling Interest    Note 36.m    (10,118)   (7,797)
Net Income attributable to the Group in accordance with US GAAP        Ps.280,649   Ps.375,099 
Basic earnings per share attributable to the Group   Note 36.II.j    2.2600    3.0208 
Diluted earnings per share attributable to the Group   Note 36.II.j    2.2600    3.0208 

 

Net income includes the consolidating financial trusts in which the Group does not have participation but conserve the risk and rewards of them (see Note 36.I.d.).

 

   December 31,
   2014  2013
Net Income under US GAAP before consolidation of financial trusts without holding in “certificates of participation”   Ps.290,767   Ps.382,896 
Net income corresponding to consolidated financial trusts, without holding in “certificates of participation”    10,747    15,919 
Net Income under US GAAP   Ps.301,514   Ps.398,815 
          
Non-controlling interest corresponding to consolidated financial trusts, without holding in “certificates of participation”   Ps.(10,747)  Ps.(15,919)
Non-controlling Interest    (10,118)   (7,797)
Net Income attributable to the Group in accordance with US GAAP  Ps.280,649   Ps.375,099 

 

 F-184 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

Reconciliation of Shareholders’ Equity:

 

      December 31,
      2014  2013
Shareholders’ Equity as stated        Ps.1,706,986    1,352,408 
                
US GAAP adjustments:               
Loan origination fees and costs    Note 36.a    (49,812)   (112,156)
Intangible assets               
Differences in basis relating to purchase accounting    Note 36.b    34,322    32,351 
Other intangible assets.   Note 36.b    (24,859)   (19,255)
Loan loss reserves   Note 36.c    (33,386)   28,599 
Transfers of financial assets    Note 36.d    (76,883)   (62,833)
Government securities and other investments    Note 36.e    (17,806)   1,435 
Vacation accrual    Note 36.f    (166,949)   (105,961)
Derivatives instruments    Note 36.g        519 
Special termination arrangements    Note 36.h    (69,654)   (32,882)
Customer Loyalty Programs    Note 36.i    (49,190)   (26,347)
Credit Card Loans—Imputed Interest   Note 36.j    (34,354)   (38,047)
Deferred Income tax    Note 36.k    229,136    182,194 
Financial Guarantees    Note 36.l    1,360    (459)
Non-controlling Interest   Note 36.m    54,750    41,960 
Equity under US GAAP        Ps.1,503,661   Ps.1,241,526 
Non-controlling Interest    Note 36.m    (42,164)   (33,984)
The Group Shareholder´s Equity under US GAAP        Ps.1,461,497   Ps.1,207,542 

 

Equity and Shareholders Equity include the consolidating financial trusts in which the Group does not have participation but conserve the risk and rewards of them (see Note 36.I.d.).

 

   December 31,
   2014  2013
Equity under US GAAP before consolidation of financial trusts without holding in “certificates of participation”   Ps.1,503,661   Ps.1,241,526 
Net assets corresponding to consolidated financial trusts without holding in “certificates of participation”    36,827    41,977 
Equity under US GAAP   Ps.1,540,488   Ps.1,283,503 
           
Non-controlling interest corresponding to consolidated financial trusts without holding in “certificates of participation”    (36,827)   (41,977)
Non-controlling Interest    (42,164)   (33,984)
           
The Group Shareholder´s Equity under US GAAP   Ps.1,461,497   Ps.1,207,542 

 

Description of changes in Shareholder’s Equity:

 

   December 31,
   2014  2013
Equity under US GAAP at the beginning of the year attributable to Parent Company   Ps.1,207,542   Ps.835,784 
 Distribution of dividends    (8,342)   (8,672)
 Other comprehensive income    (18,352)   5,331 
 Net Income under US GAAP    280,649    375,099 
Equity under US GAAP at the end of the year attributable to Parent Company   Ps.1,461,497   Ps.1,207,542 

 

 

 F-185 
 

 

 Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

a.      

Loan origination fees and costs

 

Under Argentine Banking GAAP, the Group does not defer loan origination fees and costs. In accordance with US GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of to yield using the interest method.

 

The effects of the adjustments required to state such amounts in accordance with US GAAP, would decrease assets by Ps. 49,812 and Ps. 112,156 as of December 31, 2014 and 2013, respectively. Income would increase by Ps. 62,344 for the year ended December 31, 2014 and would decrease by Ps. 13,469 December 31, 2013.

 

b.      

Intangible assets

 

i)Differences in basis relating to purchase accounting

 

Under Argentine Banking GAAP, net assets acquired are recorded at the book value of the acquired company at the acquisition date and goodwill is recognized based on the difference of the book value of the net assets acquired and the acquisition cost. Such goodwill is being amortized under the straight line method.

 

Under US GAAP, the Group applies the purchase method of accounting to its business combinations. The additional interest acquired was accounted for as a step acquisition applying the purchase method.

 

Accordingly, the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is considered as goodwill.

 

For acquisitions prior to December 15, 2008, in the event the fair value of the net assets acquired exceeds the consideration paid, the excess is allocated as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets. For acquisitions after that date, if the net assets acquired exceed the consideration paid, the excess is recorded as gain in statement of income.

 

Under Argentine Banking GAAP, goodwill recognized is amortized on straight-line basis over its useful life.

 

Under US GAAP goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment.

 

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 unit is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from credit-card business, included in “Consumer Finance” reporting unit (see note 36.II.e).

 

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 Group concluded that there is no impairment of goodwill as of December 31, 2014 or December 31, 2013.

 

 F-186 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table summarizes the acquisitions made by the Company and the calculation of goodwill under US GAAP.

 

    Supervielle Seguros  Cordial Compañia Financiera  Banco Regional de Cuyo  Tarjeta Automática  Banco Societé Generalé
Acquisition Date   June 6,
2013
  August 1,
2011
  September 19, 2008  December 15, 2007  March 3,
2005
Fair value of net tangible assets acquired   2,409   126,386    48,350    6,371    39,054 
Intangible assets identified, net of related deferred income tax (a)   -   9,466    23,244    6,780    25,175 
Net assets Ps. 2,409  135,852    71,594    13,151    64,229 
% acquired   100.00%   100.00%   99.94%   51.00%   91.54%
Net assets acquired Ps. 2,409  135,852    71,549    6,707    58,795 
Consideration paid Ps 4,543  168,047    97,542    15,835    37,209 
Goodwill Ps. 2,134  32,195    25,993    9,128    (21,586)

 

(a)Intangible assets identified consist of brand, core deposits, customer relationship and commercial relationship agreement. Brand is not amortized under US GAAP. The remaining intangibles identified are amortized over 10 years

 

In relation with Tarjeta Automática, on March 5, 2009 the Group acquired an additional 24% interest of this entity for a total consideration of Ps. 13,992. Under US GAAP this acquisition was accounted as an equity transaction when the control was previously obtained, following ASC 805 guidance.

 

The following table summarizes the shareholder´s equity adjustment computed to conform the accounting of these acquisitions to US GAAP as of December 31, 2014 and 2013.

 

   December 31,
   2014  2013
Elimination of Goodwill recognized under Argentine Banking GAAP   Ps.(49,762)  Ps.(59,424)
Recognition of Goodwill under US GAAP    69,450    69,450 
Recognition of Intangible Assets under US GAAP    81,745    81,745 
Amortization of Intangible Assets under US GAAP   (50,702)   (42,328)
Allocation of negative Goodwill to fixed assets    (23,247)   (23,247)
Reversal of depreciation of fixed assets recognized under ARG due to differences in purchase accounting of Societe Generale acquisition    6,838    6,155 
Total   Ps.34,322   Ps.32,351 

 

Net income adjustment for the year ended December 31, 2014 and 2013 amounted to Ps. 1,971 and Ps. 3,287, respectively.

 

The activity of the goodwill and intangible assets under US GAAP during the years ended December 31, 2014 and 2013 is as follows:

 

   December 31,
   2014  2013
Goodwill at the beginning of the year (*)   Ps.69,450   Ps.69,450 
Goodwill at the end of the year (*)  Ps.69,450   Ps.69,450 
           
Intangible assets identified in the Business Combination at the beginning of the year    39,417    47,791 
Amortization   (8,374)   (8,374)
Intangible assets identified in the Business Combination at the end of the year   Ps.31,043   Ps.39,417 

 

 

(*) Goodwill was reviewed for impairment as of December 31, 2014 and 2013 and no impairment was recorded.

 

 F-187 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

The following table shows the intangible assets gross carrying amount, detailed with their respective useful lives:

 

   December 31, 2014
   Gross carrying amount  Accumulated amortization  Remaining useful life (months)
Core Deposits   Ps.21,052   Ps.16,073    36 
Overdraft    8,603    7,417    33 
Customer Relationship    17,679    14,773    36 
Brand Name    19,848         
Commercial Agreement    14,563    12,439    12 
Total   Ps.81,745   Ps.50,702      

  

The estimated aggregate amortization expense for intangible assets for the next five fiscal years is as follows:

 

Fiscal year ending December 31,  Aggregate amortization expense
 2015   Ps.5,251 
 2016    3,128 
 2017    2,816 
 Total   Ps.11,195 

 

The aggregate amortization expense for intangible assets for the years ended December 31, 2014 and 2013 was Ps. 8,374 for each year.

 

ii)     Other intangible assets

 

ASC 350-40 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 are to be capitalized.

 

Under Argentine Banking GAAP, the Group capitalizes costs relating to all three of the stages of software development.

 

Shareholders’ equity adjustment between Argentine GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (24,859) and Ps. (19,255), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (5,604) and Ps. (10,986), respectively.

 

c.      Loan loss reserves

 

Under Argentine Banking GAAP (see note 3.7), the allowance for loan losses is calculated following BCRA regulations. These criteria are different for commercial loans (those in excess of Ps. 2,500 and 1,500 at December 31, 2014 and 2013, respectively) and consumer loans. Loan loss reserves for commercial loans in excess of Ps. 2,500 and Ps. 1,500 at December 31, 2014 and 2013, respectively, are principally based on the debtors’ payment capacity and cash-flows analysis. Loan loss reserves for consumer loans and commercial loans under Ps. 2,500 and Ps. 1,500 at December 31, 2014 and 2013, respectively, are based on delinquency and BCRA established loss factors.

 

Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the charge off of non-performing loans classified as “non-recoverable”. The Group charges-off non-performing loans on the month following the date on which such loans are classified as “irrecoverable without preferred guarantees” and fully provisioned.

 

 F-188 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

In the case of the consumer portfolio, the charge-off takes place when the loan is approximately 360 days past due. For the commercial portfolio, the situation depends on the individual evaluation of the credit risk. All charged-off loans are registered in off balance accounts while the Group continues its collection efforts.

 

In addition, under BCRA rules, the Group records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated statement of income.

 

The Group’s consumer portfolio consists principally of personal loans and credit card loans.

 

The Group’s commercial portfolio is currently diversified among clients of different size (small, medium-sized businesses and corporations) and who are active in different economic sectors (mainly the agricultural, construction, sugar, manufactured, foodstuff, automotive vehicles, among others). The risks associated with this portfolio are principally related to the specific economic performance of each individual client and to economic factors, such as the price and demand of products and services and competitiveness, among others.

 

Under BCRA rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer loan borrowers. Although the Group is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the BCRA, the Group is allowed to establish additional loan loss reserve.

 

For commercial loans, the Group is required to classify all commercial loan borrowers. In order to classify them, the Group must consider different parameters related to each of those customers.

 

 F-189 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Pursuant to BCRA regulations, commercial loans are classified as follows:

 

Classification   Criteria
   
In normal situation   Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.
   
Subject to special monitoring/Under observation   Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.
   
Subject to special monitoring / Under negotiation or refinancing agreement   Borrowers who are unable to comply with their obligations as agreed with the Group and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the Group within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.
   
Troubled   Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the Group.
   
With high risk of insolvency   Borrowers who are highly unlikely to honor their financial obligations under the loan.
   
Irrecoverable   Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the Group.
   
Irrecoverable according to Central Bank Rules   (a) Borrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the BCRA, which report includes (1) financial institutions liquidated by the BCRA, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the BCRA and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary, and/or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the BCRA or similar authority of the country in which they are incorporated) that are not classified as “investment grade” by any of the rating agencies approved by the BCRA.

 

For consumer loan portfolio, the Group classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the BCRA are also applied to the totals in each loan classification.

 

 F-190 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under the BCRA regulations, consumer borrowers are classified as follows:

 

Classification   Criteria
   
Performing   If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.
   
Low Risk   Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.
   
Medium Risk   Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.
   
High Risk   Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.
   
Irrecoverable   Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.
   
Irrecoverable according to Central Bank Rules   Same criteria as for commercial loans in the Irrecoverable according to BCRA Rules.

 

The tables above contain the loan portfolio classification by credit quality indicator set forth by the BCRA.

 

The following tables show the loan balances categorized by credit quality indicators for the years ended December 31, 2014 and 2013:

 

   As of December 31, 2014
   “1”
Normal Situation
  “2”
With special follow-up or Low Risk
  “3”
With problems or Medium Risk
  “4”
High risk of insolvency or High risk
  “5”
Uncollectible
  Total
Consumer Loans   10,704,064    292,095    171,273    210,375    25,463    11,403,270 
Commercial Loans   7,296,288    138,533    36,424    73,095    24,764    7,569,104 
Total Financing Receivables   18,000,352    430,628    207,697    283,470    50,227    18,972,374 

 

   As of December 31, 2013
   “1”
Normal Situation
  “2”
With special follow-up or Low Risk
  “3”
With problems or Medium Risk
  “4”
High risk of insolvency or High risk
  “5”
Uncollectible
  Total
Consumer Loans   8,455,067    225,110    140,169    169,853    36,033    9,026,232 
Commercial Loans   5,818,634    71,694    35,922    50,530    16,398    5,993,178 
Total Financing Receivables   14,273,701    296,804    176,091    220,383    52,431    15,019,410 

 

Under US GAAP, the loan losses reserve should be in amounts adequate to cover inherent losses in the loan portfolio at the respective balance sheet dates. Specifically:

 

a) Loans considered impaired in accordance with ASC 310-10 are valued at the present value of the expected future cash flows discounted at the loan’s effective contractual interest rate, except that as a practical expedient a creditor may measure impairment based on a loans observable market price or at the fair value of the collateral if the loan is collateral dependent. Under ASC 310-10, 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. ASC 310-10 applies to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except smaller-balance homogeneous consumer loans, loans carried at the lower of cost or fair value, debt securities, and leases.

 

 F-191 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

The Group applies ASC 310-10 to all commercial loans classified as “With special follow-up or Low Risk”, “With problems”, “Insolvency Risks” and “Uncollectible”. The Group specifically calculates the present value of estimated cash flows for commercial loans in excess of Ps. 2,500 and 1,500 as of December 31, 2014 and 2013, respectively. For commercial and other loans in legal proceedings, loans in excess of Ps. 2,500 and 1,500 as of December 31, 2014 and 2013, respectively are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings. The Group has also analyzed all the loans included into the scope of ASC 340-10 “Trouble Debt Restructuring” and calculates the present values of estimated cash flows of each of the loans being a trouble debt restructuring.

 

b) In addition, following ASC 450-20, the amount of losses incurred in the homogeneous loan pools is estimated based on the number of loans that will default and the loss in the event of default. Using modeling methodologies, the Group estimates the number of homogeneous loans that will default based on the individual loans’ attributes aggregated into pools of homogeneous loans with similar attributes. This estimate is based on the Group’s historical experience with the loan portfolio. The estimate is adjusted to reflect an assessment of environmental factors not yet reflected in the historical data underlying the loss estimates, such as changes in real estate values, local and national economies, underwriting standards and the regulatory environment. The probability of default on a loan is based on an analysis of the movement of loans with the measured attributes from either current or any of the delinquency categories to default over a 12-month period.

  

As a result of analysis performed, the shareholders’ equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (33,386) and Ps. 28,599, respectively, as follows:

  

   December 31,
   2014  2013
   Allowances under US GAAP  Adjustment to Shareholders’ Equity  Allowances under US GAAP  Adjustment to Shareholders’ Equity
Modeling methodologies   Ps.504,606   Ps.(30,868)  Ps.417,384   Ps.24,125 
Impaired loans individually evaluated for impairment    25,480    (2,518)   6,023    4,474 
Total   Ps.530,086   Ps.(33,386)  Ps.423,407   Ps.28,599 

  

Net income adjustment between Argentine Banking GAAP and US GAAP for the years ended December 31, 2014 and 2013 amounted to Ps. (61,985) and Ps.74,107, respectively.

 

Recoveries and charge-offs

 

Under Argentine Banking rules, recoveries are recorded in a separate income line item under Other Income. Charge-offs are recorded directly as loan loss reserve in the income statement. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would no net impact on net income or shareholder´s equity. The definition of charge-off under US GAAP described above does not differ from Argentine Banking rules

 

Disclosure requirements

 

i)     Allowance for Credit Losses and Recorded Investments in Financial Receivables

 

The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the years ended December 31, 2014 and 2013 respectively:

 

 F-192 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   As of December 31, 2014
   Consumer Loan Portfolio  Commercial Loan Portfolio  Total
Allowances for loan losses:  Ps.   Ps.   Ps. 
Beginning balance    402,067    21,339    423,407 
Charge-offs    (201,449)   (14,789)   (216,238)
Recoveries    (44,639)   (13,220)   (57,589)
Provision    314,632    66,145    380,506 
                
Ending balance   470,611    59,475    530,086 
                
Ending balance- individually evaluated for impairment        25,480    25,480 
Ending balance- collectively evaluated for impairment    470,611    33,995    504,606 
                
Financing receivables:               
Ending balance               
Ending balance: individually evaluated for impairment        84,625    84,625 
Ending balance: collectively evaluated for impairment    11,210,710    7,677,039    18,887,749 

 

 

   As of December 31, 2013
   Consumer Loan Portfolio  Commercial Loan Portfolio  Total
Allowances for loan losses:  Ps.   Ps.   Ps. 
Beginning balance    367,078    33,145    400,223 
Charge-offs    (225,618)   (14,152)   (239,771)
Recoveries    (22,637)   (6,704)   (29,341)
Provision    283,244    9,050    292,296 
                
Ending balance   402,067    21,339    423,407 
                
Ending balance- individually evaluated for impairment        6,023    6,023 
Ending balance- collectively evaluated for impairment    402,067    15,317    417,384 
                
Financing receivables:               
Ending balance               
                
Ending balance: individually evaluated for impairment        48,506    48,506 
Ending balance: collectively evaluated for impairment    9,036,018    5,934,886    14,970,904 

 

 

ii).    Impaired Loans

 

ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

 

This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

 

 F-193 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following table discloses the amounts of loans considered impaired in accordance with ASC 310, as of December 31, 2014 and 2013:

 

    As of December 31, 2014
    Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
With no related allowance recorded:            
Commercial            
Impaired Loans   Ps. 8,706     Ps. 8,136     Ps.  
                         
With an allowance recorded:                        
Commercial                        
Impaired Loans   Ps. 75,919     Ps. 73,894     Ps. 25,480  
                         
Total   Ps. 84,625     Ps. 82,030     Ps. 25,480  

 

   As of December 31, 2013
   Recorded Investment  Unpaid Principal Balance  Related Allowance
With no related allowance recorded:         
Commercial         
Impaired Loans  Ps.15,706   Ps.15,701   Ps. 
                
With an allowance recorded:               
Commercial               
Impaired Loans  Ps.32,800   Ps.32,017   Ps.6,023 
                
Total  Ps.48,506   Ps.47,718   Ps.6,023 

  

The average recorded investments for impaired loans was Ps. 99,049 and Ps. 49,395 for the year ended December 31, 2014 and 2013, respectively.

 

The interest income recognized on impaired loans amounted to Ps. 18,071 and Ps. 8,231 for the years ended December 31, 2014 and 2013, respectively.

 

iii).   Non-accrual Loans

 

The method applied to recognize income on loans is described in Note 3.5.

 

Additionally, the Group has made use of the option granted by the BCRA authorizing financial entities to interrupt the accrual of interest for clients in the following categories:

 

-“With problems”; “With high risk of insolvency” and “Irrecoverable” in the commercial portfolio.

-“Medium risk”; “High risk” and “Irrecoverable” in the consumer portfolio.

 

According to the above, the threshold for suspending the accrual of interest is as from 91 days of arrears. Resumption of interest accrual takes place when the client improves its situation passing to situation:

 

-“Normal” or “With special tracking – Under observation” in the commercial portfolio.

-“Normal” or “Low risk” in the consumer portfolio.

 

Accrued interest remains on the Groups books and is considered a part of the loan balance. It allowances in its whole when the Group determined the reserve for credit losses.

 

 F-194 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The Group recognizes interest income on a cash basis for non-accrual loans. Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due. As a general practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time. Management believes that the difference in interest recognition does not have an impact to the Group’s Consolidated Statements.

 

As consequence, non-accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk” and “Uncollectible” and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency” and “Uncollectible”.

 

The following table represents the amounts of nonaccruals, segregated by class of loans, as of December 31, 2014 and 2013, respectively:

 

   As of December 31,
   2014  2013
   Ps.   Ps. 
Consumer    407,111    346,055 
Commercial    134,283    102,850 
Total Non-accrual loans    541,394    448,905 

 

An aging analysis of past due loans, segregated by class of loans, as of December 31, 2014 and 2013 were as follows:

 

   As of December 31, 2014
   30-90 Days Past Due  91-180 Days Past Due  181-360 Days Past Due  Greater than 360  Total Past Due  Current  Total Financing
Consumer                     
Personal Loans   169,461    107,872    126,406    15,634    419,373    5,832,861    6,252,234 
Credit Card Loans   83,716    45,172    65,022    5,761    199,671    3,436,482    3,636,153 
Other Loans   38,918    18,228    18,947    4,068    80,161    1,434,721    1,514,882 
Total Consumer Loans   292,095    171,272    210,375    25,463    699,205    10,704,064    11,403,269 
                                    
Commercial:                                   
Performing Loans                       7,244,331    7,244,331 
Impaired loans   189,622    45,517    75,009    14,624    324,772        324,772 
Total Commercial Loans   189,622    45,517    75,009    14,624    324,773    7,244,331    7,569,103 
Total   481,717    216,789    285,384    40,087    1,023,979    17,948,395    18,972,374 

 

   As of December 31, 2013
   30-90 Days Past Due  91-180 Days Past Due  181-360 Days Past Due  Greater than 360  Total Past Due  Current  Total Financing
Consumer                     
Personal Loans   118,210    92,524    102,359    26,419    339,512    4,861,547    5,201,060 
Credit Card Loans   64,566    35,245    55,735    6,883    162,428    2,324,147    2,486,575 
Other Loans   43,358    12,809    12,416    2,721    71,305    1,291,565    1,362,869 
Total Consumer Loans   226,134    140,578    170,510    36,023    573,245    8,477,259    9,050,504 
                                    
Commercial:                                   
Performing Loans                       5,820,556    5,820,556 
Impaired loans   92,837    16,333    16,697    22,484    148,351        148,351 
Total Commercial Loans   92,837    16,333    16,697    22,484    148,351    5,820,556    5,968,907 
Total   318,971    156,911    187,207    58,507    721,596    14,297,814    15,019,410 

  

 F-195 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

 For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

   

iv).    Troubled debt restructuring (TDR)

 

A restructured loan is considered a TDR if the debtor is experiencing financial difficulties and the Group grants a concession to the debtor that would not otherwise be considered. Concessions granted could include but it not necessary limited to: reduction in interest rate to rates that are considered below market, extension of repayment schedules and maturity dates beyond original contractual terms.

 

Loans considered TDR for the years ended December 31, 2014 and 2013 were as follows:

 

   Segment  Number of contracts  Pre-modification outstanding recorded investment  Post-modification outstanding recorded investment
 December 31, 2014    Consumer    20,204    218,065    211,932 
      Commercial    3    5,835    5,810 
 December 31, 2013    Consumer    16,067    137,558    136,048 
      Commercial    1    2,104    2,000 

 

The Group considers a TDR that have subsequently defaulted if the borrower has failed to make payments of either principal, interest or both for a period of 90 days or more from contractual due date. Loans considered TDR that have defaulted during the year ended December 31, 2014 and 2013 were as follows:

 

   2014
Troubled debt restructuring that subsequently defaulted  Number of contracts  Recorded investment
Consumer   4,220    60,077 

 

   2013
Troubled debt restructuring that subsequently defaulted  Number of contracts  Recorded investment
Consumer   4,877    45,565 

 

d.       Transfers of financial assets

 

The Group has securitized certain of their personal, pledge and credit card loans originated by the retail banks and CCF on their behalf through the transfers of such loans to special purpose trusts which issues multiple classes of bonds and certificates of participation.

 

In addition, on November 7, 2007 the Group securitized certain properties through the transfer of such properties to a special purpose trust “Renta Inmobiliaria I” which issues multiple classes of bonds and certificates of participation.

 

 F-196 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under Argentine Banking GAAP, securitizations were accounted for as sales. Debt securities issued by the trusts and retained by the Group are accounted for at cost plus accrued interest and participation certificates issued by the trusts and retained by the Group are accounted for under the equity method except the participation certificates Real Estate trust that is accounted for at cost with the limit of the equity method and the participation certificates of CCF 3, 4 and 5 are accounted for at recoverable value determined by the present value of net cash flows generated by the trusts with the limit of the equity method.

 

Under US GAAP, FASB ASC 810 “Consolidation” addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.

 

The methodology for evaluating trust and transactions under the VIE requirements includes the following two steps:

 

1) Determine whether the entity meets the criteria to qualify as a VIE and;

 

2) Determine whether the Group is the primary beneficiary of a VIE.

 

In performing the first step the significant factors and judgments that were considered in making the determination as to whether an entity is a VIE includes:

 

• The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;

 

• The nature of the involvement with the entity; 

 

• Whether control of the entity may be achieved through arrangements that do not involve voting equity;

 

• Whether there is sufficient equity investment at risk to finance the activities of the entity and; 

 

• Whether parties other than the equity holders have the obligation to absorb expected losses or the right to received residual returns.

 

For each VIE identified, the Group performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and criteria:

 

• Whether the Group has the power to direct the activities that most significantly impact the VIE’s economic performance and;

 

• Whether the Group absorb the majority of the VIE’s expected losses or the Group receive a majority of the VIE’s expected residual returns.

 

As of December of 31, 2014 and 2013, under FASB ASC 810, financial trusts mentioned in Note 26 were considered variable interest entities. In accordance with FASB ASC 810, the Group was deemed to be the primary beneficiary of these trusts and, therefore, the Group included them in its consolidated financial statements. The impact in the US GAAP shareholders’ equity or net income reconciliation is disclosed then.

 

As of December 31, 2014 and 2013, the table below presents the carrying amount and classification of the VIE’s assets and liabilities which have been consolidated for US GAAP purposes. As mentioned in Note 26., under BCRA rules, those amounts were recorded under “Other receivables from financial intermediation – Other receivables not covered by debtors classification regulations.

  

 F-197 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   December 31,
   2014  2013
Assets      
Cash and due from banks   Ps.55,060   Ps.28,284 
Trading securities    1,958    1,450 
Other receivable from financial transactions    155,578    220,265 
Loans    2,739,829    2,476,123 
Allowances    (54,311)   (80,638)
Premises and equipment, net    78,786    39,590 
Other assets    38,887    95,885 
   Ps.3,015,787   Ps.2,780,959 
Liabilities          
Debt Securities   Ps.2,313,615   Ps.2,017,428 
Certificates of Participation    596,214    678,549 
Other liabilities    105,958    84,982 
   Ps.3,015,787   Ps.2,780,959 

 

As a result of consolidating these trusts, total assets would increase by Ps. 2,089,716 and Ps. 1,567,858 as of December 31, 2014 and 2013, respectively.

 

Therefore, the Group recognized the loans and other assets under the financial trust included below and re-established its loan loss reserves under ASC 310. See Note 36.I.c. allowance for loan losses.

 

In addition, the Group has recognized a gain for the sale of the assets included in the trusts “Renta Inmobiliaria I”, “CCF Créditos Serie 3”, “CCF Créditos Serie 4” and “CCF Créditos Serie 5”. As a consequence that the Group had a controlling financial interest in trusts, the reconsolidation of the assets and liabilities was made and the gains recognized by the Group at the inception were reversed for US GAAP purposes. In addition, a reconciling adjustment was recognized in order to consolidate each trust assets and liabilities under US GAAP principles. The table included below shows the adjustment recorded under US GAAP:

 

- Renta Inmobiliaria I

 

   December 31,
   2014  2013
Reversal of gain on sale recorded under Argentine Banking GAAP  Ps.(27,203)  Ps.(27,203)
Reversal of amortization calculated in excess    3,812    3,274 
Valuation of the Certification of Participation retained by the Group adjustment    (48,516)   (36,101)
Adjustment to Shareholders’ Equity   Ps.(71,907)  Ps.(60,030)

 

Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (11,877) and Ps. (34,562), respectively.

 

 F-198 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

- CCF Créditos Series 3, 4 y 5 

 

   December 31,
   2014  2013
Reversal of gain on sale recorded under Argentine Banking GAAP  Ps.(33,173)  Ps.(49,722)
Valuation of the Certification of Participation retained by the Group adjustment    (3,853)   12,860 
Reversal of interest results, calculated in excess    32,050    34,059 
Adjustment to Shareholders’ Equity  Ps.(4,976)  Ps.(2,803)

 

Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (2,173) and Ps. (2,803), respectively.

 

e.      Government securities and other investments

 

Investments securities classified as trading and available for sale

 

Under Argentine Banking GAAP the Group has recorded “Holding of trading securities”, “Unlisted Government securities”, “Investments in listed corporate securities”, “Securities issued by the Argentine Central Bank listed” and “Securities receivable under spot and forward purchases pending settlement” at fair value, meanwhile the “Securities issued by the Argentine Central Bank unlisted” and “Unlisted corporate bonds” has been value at cost increased by their internal rate of return. Changes in valuation of these securities are included in earnings.

 

Under US GAAP “Holding of trading securities”, “Investments in listed corporate securities”, “Unlisted government securities” and “Securities receivable under spot and forward purchases pending settlement” were considered “trading securities” and, as such, valued at fair value with changes in fair value recognized in the consolidated statement of comprehensive income.

 

The table below shows the investments classified as trading securities:

 

   As for December 31,
   2014  2013
   Carrying Amount  Fair Value  Carrying Amount  Fair Value
Trading securities            
Holdings of trading securities    98,656    98,656    401,236(**)   401,236 
Unlisted Government securities(*)    1    1    7,373    7,373 
Investments in listed corporate securities    173,715    173,715    1,263    1,263 
Securities receivable under spot and forward purchases pending settlement            95,968    95,968 
Total trading securities   272,372    272,372    505,840    505,840 

 

(*) There are no differences with their fair values.

 

(**) Under Argentine Central Bank “Holdings of trading securities” includes reverse repo transactions for Ps. 74,118 that have been reclassified under US GAAP. See note 36.II.f.

 

“Securities issued by Argentine Central Bank”, “Unlisted corporate bonds” and “Securities receivable under spot and forward purchases pending settlement” were considered as “available for sale securities” for US GAAP purposes and, as such, were recorded at fair value with the unrealized gain and losses reported as net of income tax included in other comprehensive income in the Shareholders´ equity, in accordance with ASC 320 “Investment – Debt and Equity Securities”.

 

 F-199 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The table below shows the investments classified as available for sale securities:

 

   2014
   Amortized  Book  Fair  Accumulated   Unrealized  Shareholders’ equity
   Cost  Value  Value  (Loss)/Gain  Adjustment
   (In thousands of Ps.)
                
Securities issued by Argentine Central Bank    698,000    697,868(*)   696,953    (1,047)   (915)
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    383,413    383,413    366,522    (16,891)   (16,891)
Total    1,081,413    1,081,281    1,063,475    (17,938)   (17,806)

 

(*) “Securities issued by Argentine Central Bank” includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 36.II.f. “Repurchase agreements”.

 

   2013
   Amortized  Book  Fair  Accumulated   Unrealized  Shareholders’ equity
   Cost  Value  Value  (Loss)/Gain  Adjustment
   (In thousands of Ps.)
                
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    145,718    145,718    147,153    1,435    1,435 
Total    145,718    145,718    147,153    1,435    1,435 

 

The amount of the unrealized gain or loss on available for sale securities, before tax, that have been included in accumulated other comprehensive income is as follows:

 

Securities  2013  Increase  Decrease  2014
             
Securities issued by Argentine Central Bank   Ps.   Ps.   Ps.(1,047)  Ps.(1,047)
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    1,435        (18,326)   (16,891)
Total   Ps.1,435   Ps.   Ps.(19,373)  Ps.(17,938)

 

Securities   2012  Increase  Decrease  2013
             
Securities issued by Argentine Central Bank   Ps.(3,583)  Ps.3,583   Ps.   Ps. 
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement    (612)   2,286    (239)   1,435 
Total   Ps.(4,195)  Ps.5,869   Ps.(239)  Ps.1,435 

 

 F-200 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The maturities of available for sale securities as of December 31, 2014 are as follows:

 

   For the year ended December 31, 2014
Securities  Within 1
year    
  After 1 year
but within 5
years  
  After 5
year but
within 10
years
  Total
             
Securities issued by Argentine Central Bank   Ps.696,953   Ps.   Ps.   Ps.696,953 
Unlisted corporate bonds    32,922    54,129    92,880    179,931 
Securities receivable under spot and forward purchases pending settlement    186,591            186,591 
Total  Ps.916,466   Ps.54,129   Ps.92,880   Ps.1,063,475 

 

In addition, the Group has evaluated whether there was a decline in the value of the security that is other-than temporary as defined by ASC 310-10.

 

The following table shows the disclosures about available for sale investments as of December 31, 2014 and 2013 in an unrealized loss position that are not other than temporary impaired:

 

    Less than 12 months   12 months or more   Total
    Gross Unrealized losses   Fair Value   Gross Unrealized losses   Fair Value   Gross Unrealized losses   Fair Value
December 31, 2014                        
                         
Securities issued by Argentine Central Bank   Ps. (1,047 )     696,953     Ps.           Ps. (1,047 )     696,953  
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement     (14,146 )     332,642       (2,745 )     33,880       (16,891 )     366,522  
Total   Ps. (15,193 )     1,029,595     Ps. (2,745 )     33,880     Ps. (17,938 )     1,063,475  

 

   Less than 12 months  12 months or more  Total
   Gross Unrealized losses  Fair Value  Gross Unrealized losses  Fair Value  Gross Unrealized losses  Fair Value
December 31, 2013                  
                   
Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement   Ps.(239)   9,163   Ps.       Ps.(239)   9,163 
Total  Ps.(239)   9,163   Ps.       Ps.(239)   9,163 

 

For purposes of determining whether the decline in fair value for these categories of securities qualifies as “other than temporary impairment,” the Group has considered the following factors:

 

The decline in fair value is not attributable to credit quality. It solely derives from adverse interest rate fluctuations of observable inputs of similar instruments according to their fair value hierarchy.
   

Future principal payments will be sufficient to recover the current amortized cost of these investments.
   

The Group has the intention to hold these securities at least until their fair value recover to a level that exceeds their amortized cost.
   

The extent to which the fair value has been less than the amortized cost is not relevant for these categories of securities.

 

 F-201 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of December 31, 2014 the Group has evaluated if an “other than temporary impairment” exists. As a result of its analysis, has determined that the decrease was temporary in nature and no impairment has to be recorded under US GAAP. As of December 31, 2013 the fair value of the investment is greater than its amortized cost, consequently no impairment was recognized for US GAAP purposes.

 

Net income adjustment between Argentine GAAP and US GAAP for the year ended December 31, 2014 amounted to Ps. 132. There are no results to record during as of December 2013.

 

f.       Vacation Provision

 

Following Argentine Banking GAAP, the cost of vacations earned by employees is recorded by the Group when paid.

 

US GAAP requires that this expense be recorded on an accrual basis as the vacations are earned.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (166,949) and Ps. (105,961), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (60,988) and Ps. (25,264), respectively.

 

g.      Derivative Instruments

 

The Group enters into derivative transactions, mainly, futures, forward, options and interest rate swaps.

 

Under Argentine Banking GAAP futures, forward and options are accounted at fair value and interest rate swap at its notional value. Over this value, the Group agrees to pay a fix interest rate and to receive a floating interest rate. The differences arising between fixed and floating rates of interest rate swaps are settled monthly and are recorded at their net position. This net position is calculated instrument by instrument.

 

Under US GAAP, ASC 815 “Derivatives and Hedging” establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities.

 

The standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Group had no embedded derivatives and does not apply hedge accounting in accordance with FASB ASC 815.

 

Under US GAAP, the Group estimates the fair value on the interest rate swaps according with ASC 820 and present derivative instruments on a net basis by counterparty when the right of offset exists.

 

Shareholders´ equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2013 amounted to Ps. 519. Net income adjustment between Argentine Banking GAAP and US GAAP for the years ended December 31, 2014 and 2013 amounted to Ps. (519) and Ps. 619, respectively.

 

 F-202 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under US GAAP, FASB ASC 815 also requires additional disclosures, as follows:

 

   As of December 31,
   2014  2013
Derivatives not designated as hedging instruments under FASB ASC 815  Balance sheet
classification (1)
  Fair value  Balance sheet
classification (1)
  Fair value
             
Assets derivatives            
Interest rate contracts  Other receivables from financial intermediation      Other receivables from financial intermediation   519 
                 
Foreign exchange contracts  Other receivables from financial intermediation   46,895   Other receivables from financial intermediation   177 
Total assets derivatives      46,895       696 
                 
Liability derivatives                
Foreign exchange contracts  Other liabilities from financial intermediation   113   Other liabilities from financial intermediation   98 
                 
Options  Other liabilities from financial intermediation   483       590 
Total liability derivatives      596       688 

  

(1) According to Central Bank rules.

 

See amounts of gain or (loss) recognized in income on derivatives in Note 25.c.

 

The balances disclosed in the table above are presented on gross basis and no offsetting was practiced.

 

h.      Special termination arrangements

 

Special termination arrangements are postemployment benefits that a group of eligible employees receive during the period between their effective termination date and their retirement age, when they voluntary accepts an irrevocable termination arrangement.

 

Under Argentine Banking GAAP, the costs of the special termination arrangement are recorded when paid.

 

Under ASC 712 “Special termination benefits” a liability should be recorded and an expense recognized in the period the employees irrevocably accept the offer and the amount of the termination liability is reasonably estimable.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (69,654) and Ps. (32,882), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (36,772) and Ps. (15,226), respectively.

 

i.       Customer Loyalty Program

 

The Group offers reward programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards, including goods and travels among others.

 

Under Argentine Banking GAAP, the Group recorded a liability based on the redemptions paid during the last 12 months.

 

Under US GAAP the Bank establishes a reward liability based upon the points earned that are expected to be redeemed and the average cost per point redeemed. The points to be redeemed are estimated based on past redemption behavior, card product type, and other historical card performance. The liability is reduced as the points are redeemed.

 

 F-203 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (49,190) and Ps. (26,347), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. (22,843) and Ps. (14,690), respectively.

 

j.       Credit Card Loans— Imputed Interest

 

As of December 2014 and 2013, the Group has granted credit card loans with zero interest rates or preferential interest rates. Under Argentine Banking GAAP, the Group has recorded the investment at the amount granted without consideration of the market interest rate involved in the transaction.

 

Under US GAAP, ASC 835-30 establishes a method to determine the interest rate corresponding to these types of transactions. This Standard provides guidance for the appropriate accounting when the face amount of an account receivable does not reasonably represent the present value of the consideration given or received in the exchange.

 

The objective is to approximate the interest rate for an account receivable that would have resulted if an independent borrower and an independent lender had negotiated a similar transaction under comparable terms and conditions with the option to pay the cash price upon purchase for the amount of the purchase that bears the prevailing rate of interest to maturity.

 

Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2014 and 2013 amounted to Ps. (34,354) and Ps. (38,047), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. 3,693 and Ps. (21,197), respectively.

 

k.      Deferred income tax

 

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera S.A. are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Supervielle and Grupo Supervielle’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Supervielle and its non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2014 and 2013.

 

In addition, the Group records as an asset the credit related with Minimum Presumed Income Tax amounting to Ps. 6,370 and Ps. 3,218 as of December 31, 2014 and 2013, respectively. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

 

For purposes of US GAAP reporting, the Bank and Cordial Compañía Financiera S.A. apply FASB ASC 740 “Income Taxes”. Under this method, income taxes recognized using the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and their respective tax basis. Deferred tax assets are also recognized if it is more likely than not those assets will be realized.

 

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recorded or settled. The effect of a change in tax rates is recognized in income in the period when enacted. A valuation allowance is recognized for that component of net deferred tax assets which is “more likely than not” that it will not be realized. Under this pronouncement, an enterprise must use judgment in considering the relative impact of negative and positive evidence to determine if a valuation allowance is needed or not.

 

 F-204 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

As of December 31, 2014 and 2013, and based on the analysis performed on the realizability of the deferred tax assets, the Group believes that is more likely than not that it will recover all the temporary differences and a portion of the net operating tax loss carryforward with future taxable income and, therefore, a valuation allowance was provided against a portion of the net operating tax loss carryforward based on the taxable income projections.

 

Legal entities in Argentina file their individual tax returns with the tax authority and consolidation of tax returns are not permitted. Consequently, deferred tax assets, deferred tax liabilities, and valuation allowances are determined based on the individual positions of each legal entity.

 

As such, the US GAAP adjustment included: a) Deferred Income Taxes for banking companies not recorded for local purposes and; b) tax effects on the US GAAP adjustments including in the reconciliation.

 

Deferred tax assets (liabilities) are summarized as follows:

 

    December 31, 2014
    ASC 740-10 applied to Argentine Banking GAAP balances  ASC 740-10 applied to US GAAP adjustments  ASC 740-10
Total
Deferred tax assets         
Loan loss reserves   Ps.63,033   Ps.11,685   Ps.74,718 
Intangible Assets        8,701    8,701 
Loans origination fees and cost        17,434    17,434 
Provisions    19,076    100,028    119,104 
Transfer of Financial Assets        26,909    26,909 
Government securities and other investments        6,232    6,232 
Credit Card Loans – Imputed Interest        12,024    12,024 
Other    1,416        1,416 
Loss carry forward    92,430        92,430 
   Ps.175,955   Ps.183,013   Ps.358,968 
                
Deferred tax liabilities               
Fixed Assets   Ps.20,391   Ps.(5,743)  Ps.14,648 
Intangible assets    11,413    10,865    22,278 
Others        476    476 
   Ps.31,804   Ps.5,598   Ps.37,402 
                
Net deferred income tax asset before valuation allowance   Ps.144,151   Ps.177,415   Ps.321,566 
Valuation allowance    (92,430)       (92,430)
Net deferred income tax assets   Ps.51,721   Ps.177,415   Ps.229,136 

 

 F-205 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

    December 31, 2013
    ASC 740-10 applied to Argentine Banking GAAP balances   ASC 740-10 applied to US GAAP adjustments   ASC 740-10
Total
Deferred tax assets            
Loan loss reserves   Ps. 58,184     Ps. (10,010 )   Ps. 48,174  
Intangible Assets           6,739       6,739  
Loans origination fees and cost           39,255       39,255  
Provisions     20,166       57,816       77,982  
Transfer of Financial Assets           21,992       21,992  
Credit Card Loans – Imputed Interest           13,316       13,316  
Other     2,418       161       2,579  
Loss carry forward     62,781             62,781  
    Ps. 143,549     Ps. 129,269     Ps. 272,818  
Deferred tax liabilities                        
Fixed Assets   Ps. 10,374     Ps. (5,983 )   Ps. 4,391  
Intangible assets     11,792       13,796       25,588  
Other           684       684  
    Ps. 22,166     Ps. 8,497     Ps. 30,663  
                         
Net deferred income tax asset before valuation allowance   Ps. 121,383     Ps. 120,772     Ps. 242,154  
Valuation allowance     (59,960 )           (59,960 )
Net deferred income tax assets   Ps. 61,422     Ps. 120,772     Ps. 182,194  

 

The following table reconciles the statutory income tax rate in Argentina to the Group´s effective tax rate calculated on the basis of US GAAP for the years ended December 31, 2014 and 2013:

 

   December 31,
   2014  2013
Pre-tax income in accordance with US GAAP (a)   Ps.531,348   Ps.551,225 
Statutory income tax rate    35%   35%
Tax on net income at statutory rate   Ps.185,972   Ps.192,929 
Permanent tax differences    11,392    (43,474)
Changes in valuation allowance    32,470    2,955 
Income tax in accordance with US GAAP   Ps.229,834   Ps.152,410 

  

(a) Includes pre-tax income of trusts that are consolidated under US GAAP, as described in Note 36.I.d.

 

ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions taken or expected to be taken in a tax return. As of December 31, 2014 and 2013, there were no uncertain tax positions.

 

The following table shows the tax years open for examination as of December 31, 2014, in which the Group’s operate:

 

 Jurisdiction       Tax year  
 Argentina   2010 – 2014

  

 F-206 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

l.       Accounting for guarantees

 

The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.

 

Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.

 

Under US GAAP, FASB ASC 460 “Guarantees” requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Bank with an offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Bank is decreasing its risk. As of December 31, 2014 and 2013, the fair value of the guarantees less the estimated proceeds from collateral amounted to Ps. 1,360 and Ps. (459), respectively. Net income adjustment as of December 31, 2014 and 2013 amounted to Ps. 1,819 and Ps. 669.

 

m.     Non-controlling interest

 

Argentine Banking GAAP requires to record non-controlling interests as a component of the liabilities. Under US GAAP, FASB ASC 810 requires to record such interests as shareholders’ equity. As consequence, consolidated net income and comprehensive income are reported with separate disclosure of the amounts attributable to the parent company and to the non-controlling interest. The non-controlling interest in accordance with Argentine Banking GAAP has been eliminated for US GAAP reconciliation purposes. Also, non-controlling interest under US GAAP reflects the effect in non-controlling interest of all the other US GAAP adjustments discussed.

 

Had US GAAP been applied, the Group’s shareholder’s equity would increase by Ps. 12,586 and Ps. 7,976 at December 31, 2014 and 2013, respectively. In addition, income for the fiscal years ended at December 31, 2014 and 2013 would have increased by Ps. 3,589 and Ps. 2,759 respectively.

 

II,     Additional disclosure requirements:

 

a)Comprehensive income

 

“Reporting Comprehensive Income” ASC 220 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.

 

 F-207 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The following disclosure presented for the fiscal years ended December 31, 2014 and 2013, shows all periods to conform to ASC 220:

 

   December 31,
   2014  2013
Income Statement      
Financial income  Ps.5,296,705   Ps.3,694,086 
Financial expenses   (2,758,644)   (1,748,570)
Gross financial margin – gain   2,538,061    1,945,516 
Loan Loss provisions   (462,800)   (318,023)
Services fee income   2,107,675    1,669,730 
Services fee expense   (635,087)   (352,576)
Administrative expenses   (3,136,877)   (2,445,980)
Subtotal- Income from financial transactions   410,972    498,667 
Miscellaneous income   201,790    136,632 
Miscellaneous losses   (81,414)   (84,074)
Income before tax   531,348    551,225 
Income Tax   (229,834)   (152,410)
Net income under US GAAP  Ps.301,514   Ps.398,815 
           
Less: Net Income attributable to the Non-controlling Interest.   (20,865)   (23,716)
Net Income attributable to the Group  Ps.280,649   Ps.375,099 

 

(a)includes net income from participation in Financial Trust consolidated under US GAAP

 

Comprehensive income

 

   For the year ended December 31,
   2014  2013
Net income for the year   Ps.301,514   Ps.398,815 
Other comprehensive income:          
Gross unrealized (loss) / gain, net    (19,373)   5,630 
Estimated tax benefit (loss) on unrealized (loss) / gain on available for sale securities    6,781    (1,971)
Unrealized (loss) / gain, net of tax    (12,592)   3,660 
Comprehensive income   288,922    402,474 
Less: Other comprehensive income attributable to non-controlling interest    1,021    (297)
Less: Comprehensive income attributable to non-controlling interest    (20,865)   (23,716)
Comprehensive income attributable to Grupo Supervielle   Ps.269,078   Ps.378,461 

 

   For the year ended December 31,
   2014  2013
Unrealized net (loss) / gains - Available for sale securities   Ps.(17,938)  Ps.1,435 
Estimated tax benefits / (loss) on unrealized net gains on available for sale securities    6,278    (502)
Accumulated other comprehensive income, net  Ps.(11,660)  Ps.933 

  

 F-208 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

b)      Statements of Income and Balance Sheets

 

The presentation of financial statements according to the Argentine Banking GAAP differs significantly from the format required by the SEC under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The income statements presented below disclose the categories required by Article 9 using Argentine Banking GAAP:

 

The presentation of financial statements according to the Argentine Banking GAAP differs significantly from the format required by the SEC under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The income statements presented below disclose the categories required by Article 9 using Argentine Banking GAAP:

 

   December 31,
   2014  2013
Interest income      
Interest and fees on loans  Ps.3,885,006   Ps.2,383,480 
Interest and dividends on investment securities taxable   663,669    422,849 
Interest on other receivables from financial transactions   97,285    128,977 
   Ps.4,645,960   Ps.2,935,306 
Interest expense          
Interest on deposits   1,558,807    817,212 
Interest on short-term liabilities from financial intermediation   359,299    218,470 
Interest on long-term liabilities from financial intermediation   63,742    37,184 
   Ps.1,981,848   Ps.1,072,866 
           
Net interest income  Ps.2,664,112   Ps.1,862,440 
           
Provision for loan losses, Net of reversals   282,339    307,744 
Net interest income after provision for loan losses  Ps.2,381,773   Ps.1,554,696 

 

   December 31,
   2014  2013
       
Non-interest income      
Service charges on deposit accounts  Ps.531,892   Ps.388,529 
Credit-card service charges and fees   473,022    369,249 
Other commissions   677,480    452,628 
Loans related commissions   414,162    513,790 
Income from equity in other companies   274     
Foreign exchange, net   105,392    94,873 
Other   190,827    127,912 
Total non-interest income  Ps.2,393,049   Ps.1,946,981 
           
Non-interest expense          
Commissions   Ps.307,017   Ps.177,781 
Personnel expenses    1,982,234    1,483,854 
Fees and external administrative services    145,935    106,502 
Depreciation of premises and equipment    43,308    35,989 
Renting    120,869    86,038 
Electricity and communications    82,769    70,514 
Advertising and publicity    239,075    191,185 
Taxes    315,564    429,319 
Amortization of other intangibles    66,897    55,844 
Loss from equity in others companies       76 
Repair maintenance and conservation    110,061    82,236 
Insurance   12,646    10,184 
Security Services   70,715    52,937 
Other Provisions and reserves   16,894    36,284 
Other   664,241    185,327 
Stationary and supplies    20,886    16,296 
Total non-interest expense   Ps.4,199,111   Ps.3,020,366 
           
Income before tax expense    575,711    481,311 
Income tax expense    199,084    97,765 
Net Income attributable to Parent Company   Ps.376,627   Ps.383,546 
Net Income attributable to non-controlling interest   Ps.13,707    10,556 
Net Income   Ps.362,920   Ps.372,990 

 

 F-209 
 

 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Argentine Banking GAAP also requires certain classifications of assets and liabilities, which are different from those required by Article 9. The following balance sheet presents Grupo Supervielle’s balance sheet as of December 31, 2014 and 2013, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.

  

   December 31,
   2014  2013
Assets      
Cash and due from banks   Ps.1,250,818   Ps.862,276 
Interest bearing deposits in other Banks    2,398,266    1,800,316 
Trading account assets    272,372    483,990 
Available for sale securities (*)    1,119,121    145,718 
Loans    14,654,680    11,372,107 
Allowances for loan losses    (424,137)   (349,317)
Other receivables from financial transactions    1,351,967    1,298,689 
Miscellaneous receivables    382,814    310,678 
Premises and equipment    175,606    154,782 
Intangible Assets – Goodwill    49,762    59,424 
Intangible Assets – Other    165,805    137,885 
Other assets    1,844,120    1,141,583 
Total assets   Ps.23,241,194   Ps.17,418,131 

 

   December 31,
   2014  2013
       
Liabilities and Shareholders’ Equity:      
Noninterest bearing Deposits   Ps.3,702,575   Ps.2,666,439 
Interest bearing Deposits   13,047,605    10,059,149 
Short-term borrowing    728,263    822,495 
Other liabilities    230,242    147,545 
Amounts payable for spot and forward purchases pending settlement    200,482    92,860 
Other liabilities from financial transactions    1,498,448    960,584 
Long-term debt    1,095,073    626,449 
Miscellaneous Liabilities    926,984    594,051 
Contingent liabilities    49,786    54,191 
Total Liabilities   Ps.21,479,458   Ps.16,023,763 
           
Total Parent Company shareholders´ equity    1,706,986    1,352,408 
Non-controlling Interest    54,750    41,960 
Total liabilities and shareholders’ equity   Ps.23,241,194   Ps.17,418,131 

  

(*) The carrying value and market value of securities classified into “available-for-sale securities” have been mentioned in note 36.1.e.

 

 F-210 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

In the following table is a description of total loans by categories:

 

   2014  2013
             
Financial Sector   Ps.307,748    2%  Ps.409,396    4%
Services    776,698    5%   511,745    5%
Primary Products    1,538,741    11%   1,262,304    11%
Consumer    7,825,599    53%   6,277,403    55%
Retail Trade    527,568    4%   318,419    3%
Construction    923,245    6%   523,117    5%
Manufacturing    1,465,469    10%   1,057,605    9%
Other    1,289,612    9%   1,012,118    9%
Total   Ps.14,654,680    100%  Ps.11,372,107    100%

 

c)      Fair Value Measurements Disclosures

 

ASC 820 -10 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

In addition, ASC 825 -10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825 -10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes on fair value recognized in net income. As a result of ASC 825 -10 analyses, the Group has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

 

Fair Value Hierarchy

 

ASC 820 -10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

ASC 820 -10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

 

    Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

    Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
       
      Level 2 – inputs include the following:
       

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Pricing models whose inputs are observable for substantially the full term of the asset   or liability; and

d) Pricing models whose inputs are derived principally from or corroborated by   observable market data through correlation or other means.

 

    Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

 F-211 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Determination of Fair Value

 

The Group identified and categorized different assets and liabilities measured at fair value in accordance with the requirements of FASB ASC 820.

 

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Group’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

 

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

 

The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

 

Description of the measurement processes

 

The Group uses fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for government and private securities (debt instruments issued by National Government and Central Bank and other) classified as available for sale or trading account, forward transactions pending settlement and derivatives (forward transactions without delivery of underlying assets and interest rate swaps).

 

Assets

 

Government and corporate securities

 

Investment securities: as quoted market prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and government bonds, instruments issued by BCRA and corporate securities. In addition, if market prices are not available quoted prices for similar assets in active markets have been used and the securities were classified as Level 2 of the valuation hierarchy.

 

 F-212 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Derivatives Financial Instruments

 

Forward transactions traded in auto regulated markets are made through recognized exchange markets, such as MAE and ROFEX. Therefore, they are classified in Level 1 of the fair-value hierarchy.

 

Interest rate swap transactions: if market prices and quoted prices for similar assets in active markets are not available the Group has been used the “income approach”, estimating the fair values based on their own assumptions, which were developed based on similar assumptions to those used by who would use any market participant. For this approach, we used discounted cash flow methodology. and the securities were classified as Level 3 of the valuation hierarchy. The Group has not changed the methods and assumptions used to estimate the fair value of financial instruments at the closing date of these consolidated financial statements.

 

In addition, the Group’s valuation policies and procedures for Level 3 instruments are under the direction of the accounting and financial management. The Management is in charge of developing, reviewing, approving and monitoring the key model inputs, critical valuation assumptions and proposed discount rates utilized for the valuation of Level 3 instruments. In addition, the Management is also in charge of monitoring the changes in fair values of Level 3 instruments from period to period.

 

Items measured at fair value on a recurring basis

 

The following table presents the financial instruments carried at fair value as of December 31, 2014 and 2013, under US GAAP:

 

Balances as of December 31, 2014  Total fair
value
  Quoted market prices in active markets -
Level 1
  Internal models with significant observable market parameters - Level 2  Internal models with significant unobservable markets parameters - Level 3
Assets            
Government and corporate securities            
Holdings of trading securities  Ps.98,656   Ps.98,656   Ps.   Ps. 
Unlisted Government securities   1    1         
Investments in listed corporate securities   173,715    173,715           
Securities issued by the Argentine Central Bank (*)   696,953    696,953         
Other receivables from financial intermediation                    
Derivative instruments   46,895    46,895         
Securities receivable under spot and forward purchases pending settlement   186,591    186,591         
Unlisted corporate bonds   179,931    179,931         
   Ps.1,382,742   Ps.1,382,742   Ps.   Ps. 
Liabilities                    
Securities to be delivered under spot and forward sales pending settlement  Ps.60,903   Ps.60,903   Ps.   Ps. 
Derivative instruments   596    596         
   Ps.61,499   Ps.61,499   Ps.   Ps. 

 

(*) “Securities issued by the Argentine Central Bank” includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 36.II.f. “Repurchase agreements”.

 

 F-213 
 

  

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Balances as of December 31, 2013  Total fair
value
  Quoted market prices in active markets -
Level 1
  Internal models with significant observable market parameters -
Level 2
  Internal models with significant unobservable markets parameters -
Level 3
Assets            
Government and corporate securities            
Holdings of trading securities (*)  Ps.475,354   Ps.475,354   Ps.   Ps. 
Unlisted Government securities   7,373    7,373         
Investments in listed corporate securities   1,263    1,263         
Other receivables from financial intermediation                    
Derivative instruments  Ps.696    177        519 
Securities receivable under spot and forward purchases pending settlement   95,968    95,968         
Unlisted corporate bonds   147,153    147,153         
   Ps.727,807   Ps.727,288   Ps.   Ps.519 
Liabilities                    
Securities to be delivered under spot and forward sales pending settlement  Ps.95,668   Ps.95,668   Ps.   Ps. 
Derivative instruments   688    688         
   Ps.96,356   Ps.96,356   Ps.   Ps. 

 

(*)”Holdings of trading securities” includes a reverse repo transaction operation for an amount of Ps. 74,118 that it is adjusted in Note 36.II.f. “Repurchase agreements”.

 

As of December 31, 2014 and 2013 there are not assets and liabilities recording at fair value on a non-recurring basis.

 

As of December 31, 2014 and 2013, the Group has not made transfers in or out of Level 1, Level 2, and Level 3.

 

The following is the reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the periods:

 

   Fair value measurements using significant
unobservable inputs (Level 3)
December 31, 2014
Description  Derivatives
Beginning balance    519 
Total gains or losses    (519)
- Included in earnings (or changes in net assets)    (519)
Ending balance     

 

 F-214 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

 

    Fair value measurements using significant
unobservable inputs (Level 3)
December 31, 2013
Description   Derivatives
Beginning balance     (100 )
Total gains or losses     619  
- Included in earnings (or changes in net assets)     619  
Ending balance     519  

 

Quantitative information about Level 3 Fair Value Measurements

 

The following table provides quantitative information about the valuation techniques and significant unobservable inputs used in the valuation of substantially all of our Level 3 assets and liabilities measured at fair value on a recurring basis for which we use an internal model.

 

   December 31, 2013
Description  Fair value  Valuation Technique  Unobservable Input  Range (weighted average)
 Derivatives    519   Income Approach  Discount rate   14% - 21% (17.8%) 
          (discounted cash flow)        

 

The decision to classify an instrument within Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement Level 3 financial instruments typically include observable components (that is, components that are actively quoted and can be validated with external sources) in addition to the unobservable components.

 

d)      Disclosure about Fair Value of Financial Instruments.

 

ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosures of estimates of fair value of financial instruments. These estimates were made as of December 31, 2014 and 2013. Because many of the Group’s 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.

  

 F-215 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

The estimated fair values do not include the value of assets and liabilities not considered financial instruments.

  

   December 31,         
   2014         
   Book Value  Fair Value  Level 1  Level 2  Level 3
Non derivative activities               
Assets               
Cash and due from banks (1)   Ps.3,649,084   Ps.3,649,084    3,649,084         
Government and Corporate securities (2) (*)    1,008,080    1,007,165    1,007,165         
Loans and leases (3)    15,180,426    15,774,149            15,774,149 
Others (4)    2,268,083    2,298,434    2,298,434         
                          
Liabilities                         
Deposits (5)   Ps.16,892,730   Ps.17,184,702            17,184,702 
Other liabilities from financial transactions (6)   2,158,472    2,158,472    2,158,472         
Negotiable obligations (7)    1,363,794    1,427,146            1,427,146 
Others (8)   926,984    926,984    926,984         

   

(*) “Government and Corporate securities” includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 36.II.f. “Repurchase agreements”.

 

   December 31,         
   2013         
   Book Value  Fair Value  Level 1  Level 2  Level 3
Non derivative activities               
Assets               
Cash and due from banks (1)   Ps.2,662,592   Ps.2,662,592    2,662,592         
Government and Corporate securities (2) (*)   483,990    483,990    483,990         
Loans and leases (3)   11,804,169    12,312,899            12,312,899 
Others (4)   1,747,182    1,790,658    1,790,658         
                          
Liabilities                         
                          
Deposits (5)   Ps.12,819,178   Ps.13,237,890            13,237,890 
Other liabilities from financial transactions (6)   1,454,653    1,454,653    1,454,653         
Negotiable obligations (7)   1,047,735    1,019,476            1,019,476 
Others (8)   594,051    594,051    594,051         

 

(*) “Government and Corporate securities” includes a reverse repo transaction operation for an amount of Ps. 74,118 that it is adjusted in Note 36.II.f. “Repurchase agreements”.

 

 F-216 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

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 risk. The carrying values as of December 31, 2014 and 2013 are a reasonable estimate of fair value.

 

(2)    Government and Corporate securities: When available, the Group uses quoted market prices to determine the fair value. If market prices are not available, quoted prices for similar assets in active markets have been used to calculate the fair value.

 

(3)    Loans: The fair values of loans are estimated for groups with similar characteristics, including type of loan, credit quality incorporating the credit risk factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. For non-performing loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate. The fair value of “loans” is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

 

(4)    Others: Includes other receivables from financial transactions and equity investments in other companies. This caption also included financial trusts certificates of participation the fair value of which is estimated using valuation techniques to convert the future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The estimate of the cash flows is based on the future cash flows from the securitized assets, considering prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not within the scope of ASC 825, Financial Instruments. Equity investments in other companies are carried at market value less costs to sell.

 

(5)    Deposits: The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.

 

(6)    Other liabilities from financial transactions: Includes credit lines borrowed under different credit arrangements. As of December 2014 and 2013, 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.

 

(7)    Negotiable obligations: As of December 31, 2014 and 2013, 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.

 

(8)   Others: Includes other liabilities from financial transactions. Their fair value was estimated at the expected future cash flows discounted at the estimated market rates at year-end.

 

e)      Segment Reporting

 

The Group has disclosed its segment information in accordance with the “Disclosures about Segments of an Enterprise and Related Information” ASC 280-10, 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 (CODM) 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.

 

 F-217 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

  

The Group measures the performance of each of its business segments primarily in terms of net income (i.e., net revenues–or financial income and service fee income, net of financial expenses and service fee expenses–after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under “Adjustments.”

  

Income from financial transactions and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group’s consolidated financial statements. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

 

The Group operates its business along the following segments:

 

Retail Banking: Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.

 

Corporate Banking: Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.

 

Treasury: The Treasury segment is primarily responsible for the allocation of the Bank’s liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities. The Treasury segment implements the Bank’s financial risk management policies, manages the Bank’s trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.

 

Consumer Finance: Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors. We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

 

Insurance: Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.

 

Asset Management & Other Services: We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

 

Below is a table with the information for each segment identified by the Group as of and for the years ended December 31, 2014 and 2013.

 

 F-218 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   As of December 31, 2014
   (in thousands of pesos)
   Retail Banking  Corporate Banking  Treasury  Consumer Finance  Insurance  Asset Mgmt & Other Services  Adjustments  Consolidated Total
                         
Financial income    1,937,182    1,423,849    670,323    730,752    3,632    39,926    (54,312)   4,751,352 
Financial expenses    (927,079)   (234,065)   (791,792)   (368,079)       (20,275)   (123,236)   (2,464,526)
Distribution of Income (Expenses) for Treasury Funds (1)   547,578    (884,803)   337,225                     
Gross intermediation margin    1,557,681    304,981    215,756    362,673    3,632    19,651    (177,548)   2,286,826 
                                         
Provision for loan losses    (190,169)   (41,344)   (631)   (121,265)       (3,100)       (356,509)
Services Fee Income    1,479,047    285,945    23,578    389,751        84,291    (99,793)   2,162,819 
Services Fee Expenses    (454,645)   (32,373)   (9,044)   (181,917)       (734)   68,372    (610,341)
Net Service Fee Income    1,024,402    253,572    14,534    207,834        83,557    (31,421)   1,552,478 
Income from Insurance Activities                    7,172        1,342    8,514 
Direct costs    (1,488,219)   (115,827)   (41,119)   (460,366)   (9,226)   (82,427)   59,168    (2,138,016)
Indirect costs    (591,563)   (198,798)   (85,465)                   (875,826)
Income from financial transactions    312,132    202,584    103,075    (11,124)   1,578    17,681    (148,459)   477,467 
                                         
Miscellaneous Income / (Expenses)    42,057    11,921    96    23,770        42,294    (21,894)   98,244 
Non-controlling interests result                            (13,707)   (13,707)
Income Before Income Tax    354,189    214,505    103,171    12,646    1,578    59,975    (184,060)   562,004 
                                         
Income tax    (75,482)   (61,357)   (36,807)   46    765    (21,521)   (4,728)   (199,084)
Net income    278,707    153,148    66,364    12,692    2,343    38,454    (188,788)   362,920 

 

  As of December 31, 2013
    (in thousands of pesos)
    Retail Banking   Corporate Banking   Treasury   Consumer Finance   Insurance   Asset Mgmt & Other Services   Adjustments   Consolidated Total
Financial income     1,169,765       927,522       381,865       555,804       645       34,436       (24,657 )     3,045,380  
Financial expenses     (479,588 )     (142,240 )     (431,076 )     (224,108 )     (10 )     (12,291 )     (14,603 )     (1,303,916 )
Distribution of Income (Expenses) for Treasury Funds (1)     259,543       (553,768 )     294,225                                  
Gross intermediation margin     949,720       231,514       245,014       331,696       635       22,145       (39,260 )     1,741,464  
                                                                 
Provision for loan losses     (147,482 )     (60,966 )           (139,983 )           (2,104 )           (350,535 )
Services Fee Income     1,235,833       190,143       17,726       345,705             67,011       (90,759 )     1,765,659  
Services Fee Expenses     (331,004 )     (19,319 )     (4,406 )     (103,093 )     (7 )     (870 )     37,112       (421,587 )
Net Service Fee Income     904,829       170,824       13,320       242,612       (7 )     66,141       (53,647 )     1,344,072  
Direct costs     (1,147,293 )     (74,941 )     (26,891 )     (416,658 )     (475 )     (63,467 )     59,476       (1,670,249 )
Indirect costs     (416,389 )     (140,745 )     (59,818 )                             (616,952 )
Income from financial transactions     143,385       125,686       171,625       17,667       153       22,715       (33,431 )     447,800  
                                                                 
Miscellaneous Income / (Expenses)     4,651       (5,760 )     (823 )     25,655       23       11,925       (2,160 )     33,511  
Non-controlling interests result                                         (10,556 )     (10,556 )
Income Before Income Tax     148,036       119,926       170,802       43,322       176       34,640       (46,147 )     470,755  
Income tax     9,438       (27,481 )     (60,056 )     (7,648 )     (63 )     (11,955 )           (97,765 )
Net income     157,474       92,445       110,746       35,674       113       22,685       (46,147 )     372,990  

 

(1)These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

f)       Repurchase agreements

 

The Group entered into Repo and Reverse Repo agreements of financial instruments as disclose in Note 8.

 

In accordance with BCRA Rules, the Group derecognizes the securities transferred under the repurchase agreement and records an asset related to the future repurchase of these securities. Contemporaneously, the Group records a liability related to the cash received in the transaction. As mentioned in Note 3.8, the asset related to securities to be repurchased is measured as the same criteria as the transferred securities.

 

Similar treatment applies to reverse repo agreements.

 

 F-219 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Under US GAAP, FASB ASC 860 “Transfers and Servicing”, these transactions have not qualified as sales and therefore these transactions are recorded as secured financings.

 

Had US GAAP been applied, the Group’s assets and liabilities would have decreased by approximately Ps. 37,840 and Ps. 74,118 as of December 31, 2014 and 2013, respectively.

 

In addition, the measurement adjustments of those securities are included in Note 36.e.

 

g)     Acceptances

 

Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts, Under US GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Transactions” representing Group customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Group. Acceptances should be included in “Other Liabilities from Financial Transactions” representing the Group’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange.

 

The Group’s assets and liabilities would be increased by approximately Ps. 20,202 and Ps. 32,942 had US GAAP been applied as of December 31, 2014 and 2013, respectively.

 

h)     Items in process of collection

 

The Group does not give accounting recognition to checks drawn on the Group 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 Group in memorandum accounts, US GAAP, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Group.

 

Grupo Supervielle’s assets and liabilities would be increased by approximately Ps. 675,173 and Ps. 489,532 applying US GAAP at December 31, 2014 and 2013, respectively.

 

i)       Earnings per share

 

Argentine Banking GAAP rules do not require the disclosure of earnings per share or dividends per share.

 

Under US GAAP, FASB ASC 260 “Earning Per Share”, it is required to present basic per-share amounts (basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.

 

Diluted earnings per share (diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same.

 

The following table sets forth the computation of basic EPS:

 

   December 31,
   2014  2013
Earnings per share under US GAAP      
Numerator      
Net income for the year attributable to the Group net of preferred dividends   Ps.277,720,875   Ps.371,207,000 
Denominator          
Average number of shares outstanding    122,885,264    122,885,264 
Net income per common share          
Basic and diluted   Ps.2.2600   Ps.3.0208 

 

 F-220 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

j)      Cash Flow

 

The statement of cash flows under Argentine Banking GAAP differs from the statement of cash flows under US GAAP. According to ASC 230, the statement of cash flows for a period shall report net cash provided or used by operating, investing and financing activities.

 

The statement of cash flows under US GAAP is shown below:

 

   December 31,
   2014  2013
Cash and cash equivalents at the beginning of the year (*)   Ps.3,022,240   Ps.2,301,029 
Cash and cash equivalents at the end of the year (*)    4,236,987    3,022,240 
Net increase in cash and cash equivalents   Ps.1,214,747   Ps.721,211 
           
Causes of changes in cash and cash equivalents          
           
Cash Flow from operating activities          
Net (payments)/collections related to:          
           
Interest received on loans, leases and government securities    4,079,130    3,504,624 
Interest paid    (2,041,132)   (1,288,232)
Purchases of Trading Securities    (4,201,780)   (2,720,096)
Proceeds from sales of Trading Securities    4,395,489    2,371,437 
Decrease / (Increase) in Other receivables from financial transactions    177,417    (99,435)
Fees and commissions received    2,149,487    1,791,367 
Fees and commissions paid    (3,408,774)   (2,633,820)
Increase in intangible assets    (75,517)   (57,710)
Payments of income tax / minimum presumed income tax    (161,893)   (210,982)
Net (payments) / collections related to other operating activities    (141,885)   (2,812)
Net cash provided by operating activities    770,543    654,341 
           
Cash Flow from investing activities          
           
Payments to acquire bank premises and equipment    (53,330)   (44,821)
Receipts from sales of bank premises and equipment    1,483    2,019 
Increase in loans and leases, net    (4,150,991)   (4,657,513)
Purchases of available for sale securities    (5,018,870)   (1,576,207)
Proceeds from sales of available for sale securities    5,393,215    2,921,811 
Payments to acquire miscellaneous assets    (441,294)   (50,727)
Receipts from sales of miscellaneous assets    133,090    8,979 
(Increase) / decrease in deposits at the Argentine Central Bank   (83,432)   12,838 
Payments for sales of equity investments    (9)   (4,544)
Net cash used in investing activities    (4,220,138)   (3,388,165)
           
Cash Flow from financing activities          
Net (payments) / collections related to:          
           
Proceeds from issuance of unsubordinated negotiable obligations   528,358    549,826 
Repayment of unsubordinated negotiable obligations   (481,430)   (307,850)
Increase in deposits, net   4,017,309    3,479,505 
Increase / (Decrease) in other short term liabilities, net   339,350    (337,229)
Proceeds from issuance of subordinated negotiable obligations   114,411    170,932 
Financing received from Argentine financial institutions    (109,930)   (35,213)
Payment of dividends    (8,343)   (8,672)
Cash paid to acquire the non-controlling interest of Cordial Microfinanzas    (917)    
Proceeds from debt securities related with consolidated financial trust    3,303,695    2,072,960 
Repayment of debt securities related with consolidated financial trust    (3,258,481)   (2,317,963)
Net cash provided by financing activities    4,444,022    3,266,296 
           
Financial income on cash and cash equivalents (including interest and monetary results)    220,320    188,738 
Net increase / (decrease) in cash and cash equivalents   Ps.1,214,747   Ps.721,211 

  

(*) Cash and cash equivalent include “cash and cash equivalent” corresponding to the consolidated financial trust for Ps. 235,507 and Ps. 190,807 as of December 31, 2014 and 2013, respectively.

 

 F-221 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Set forth below is the reconciliation of net income to net cash flows from operating activities, as required by FASB ASC 230:

  

   December 31,
   2014  2013
       
Net income for the fiscal year  Ps.301,514   Ps.398,815 
           
Adjustments to reconcile net income to net cash from operating activities:          
US GAAP Reconciliation Adjustments   72,153    (9,906)
Income Tax for the fiscal year   230,231    151,804 
Amortizations and depreciations   121,335    102,852 
Results from equity investments    (1,688)   76 
Provision for loan losses, net of reversals    357,092    382,724 
Non-controlling interests    20,862    23,712 
Gain for sale of premises and equipment    (2,684)   (1,056)
Increase in interest payable from negotiable obligations and debt securities of financial trust    109,708    76,307 
Increase / (Decrease) in government and private securities    135,324    (231,748)
Increase in interest receivable from Loans    (281,599)   (118,824)
Increase in other receivable from financial intermediation    (243,246)   (107,028)
Increase from miscellaneous assets    (356,306)   (202,620)
Increase in balances from forward transactions without delivery of underlying asset    (46,895)   (177)
Increase from intangible assets    (75,517)   (57,710)
Increase in interest payable from Deposits    48,960    35,782 
Increase of miscellaneous liabilities    477,790    247,016 
Decrease in Taxes Payables    (115,500)   (103,761)
Net decrease in other sources of cash    19,009    68,084 
Net cash provided by operating activities   Ps.770,543   Ps.654,342 

 

k)     Summarized financial information of subsidiaries not consolidated under Argentine Banking GAAP

 

The Company maintains a 97% ownership in Viñas del Monte, which operates a wine producer, Under Argentine Banking GAAP the investment in Viñas del Monte is reflected under the caption “Unlisted equity investments” in the Company´s balance sheet. Under US GAAP, Viñas del Monte operations are required to be consolidated.

 

Presented below is the summarized balance sheet and statement of income as of and for the years ended December 31, 2014 and 2013 of Viñas del Monte:

 

   December 31,
   2014  2013
       
Receivables   24    306 
Other receivables   1,359    1,084 
Inventories   1,741    1,347 
Fixed assets   3,154    3,339 
Total Assets  Ps.6,278   Ps.6,076 
           
Commercial liabilities  Ps.15   Ps.87 
Financial liabilities   4,335    1,970 
Other liabilities   120    51 
Total Liabilities  Ps.4,470   Ps.2,108 
Shareholders´ Equity  Ps.1,808   Ps.3,968 
Total Liabilities and Shareholders´ Equity  Ps.6,278   Ps.6,076 

 

 F-222 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

   December 31,
   2014  2013
Revenues  Ps.1,447   Ps.2,715 
Cost   (2,250)   (2,880)
Gross Loss  Ps.(803)  Ps.(165)
Selling expenses   (56)   (42)
Administrative expenses   (465)   (499)
Subtotal  Ps.(1,324)  Ps.(706)
Financial results, net   (841)   (489)
Other income, net   5     
Net Loss Before Tax Expense  Ps.(2,160)  Ps.(1,195)
Income Tax Expense       67 
Net Income   (2,160)   (1,128)

 

l)      New authoritative pronouncements

 

During 2014, the FASB has issued Accounting Standards Updates. Those updates applicable for the Group are mentioned below:

 

ASU No. 2014-04

 

Accounting Standards Update No. 2014-04 “Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40) was issued in January 17, 2014. The amendments in this Update apply to all creditors who obtain physical possession (resulting from an in substance repossession or foreclosure) of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable.

 

The amendments in this Update clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized.

 

The Group is in the process of evaluating the impact of adopting this ASU and does not expect any significant effect in the US GAAP disclosures and financial information.

 

ASU No. 2014-07

 

During March 2014, the FASB issued de ASU No. 2014-07 “Consolidation (Topic 810)”. The amendments in this Update permit a private company lessee (the reporting entity) to elect an alternative not to apply Variable Interest Entity guidance to a lessor entity under common control when certain conditions are met.

 

If elected, the accounting alternative should be applied retrospectively to all periods presented. The alternative will be effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Early application is permitted, including application to any period for which the entity’s annual or interim financial statements have not yet been made available for issuance.

 

The Group considers this ASU has not any significant effect in the US GAAP disclosures and financial information.

 

 F-223 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

ASU No. 2014-09

 

In May 2014, the FASB issued the Accounting Standard Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)”. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts).

 

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

 

Grupo Supervielle is in the process of evaluating the impact of adopting this ASU.

 

ASU No. 2014-11

 

Transfers and Servicing – ASU 2014-11 (Topic 860): Repurchase-to-Maturity Transaction, Repurchase Financings, and Disclosures.

 
In June 2014, FASB issued ASU 11 “Transfers and Servicing”. The amendments in this Update require two accounting changes. First, the amendments in this Update change the accounting for repurchase-to-maturity transactions to secured borrowing accounting. Second, for repurchase financing arrangement, the amendments require separate accounting for transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments also require two new disclosures. The first disclosure requires an entity to disclose information on transfers accounted for as sales in transactions that are economically similar to repurchase agreement. The second disclosure provides increased transparency about the types of collateral pledge in repurchase agreement and similar transactions accounted for as secured borrowings.

 
Amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Group does not expect significant impact from the adoption of this statement. 

 

ASU No. 2014-13

 

In August 2014, the FASB issued de Accounting Standards Update No. 2014-13 “Consolidation” (Topic 810). After transition, the amendments in this Update apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities Subsections of Subtopic 810-10 when (1) the reporting entity measures all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other Topics and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

 

The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments in this Update are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

 

The Group considers this ASU has not any significant effect in the US GAAP disclosures and financial information.

 

 F-224 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

ASU No. 2014-14

 

The Accounting Standards Update No. 2014-14 “Receivables – Troubled Debt Restructuring by Creditors (Subtopic 310-40)” was issued by the FASB in August 2014. The amendments in this Update affect creditors that hold government-guaranteed mortgage loans and require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if some conditions are met. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.

 

The objective of this Update is to reduce diversity in practice by addressing the classification of foreclosed mortgage loans that are fully or partially guaranteed under government programs. Currently, some creditors reclassify those loans to real estate as with other foreclosed loans that do not have guarantees; others reclassify the loans to other receivables.

 

The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. In conclusion, the impact of adoption this ASU has not any significant effect in the present US GAAP financial information and disclosures. However, the Group is in the process of evaluating the impact deriving from the current update for future periods.

 

ASU No. 2014-16

 

In November 2014, the FASB issued ASU No. 2014-16 “Derivatives and Hedging (Topic 815)”. The amendments in this Update apply to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share.

 

The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features’ including the embedded derivative feature being evaluated for bifurcations in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument.

 

The impact of this ASU has not any significant effect in the US GAAP disclosures and financial information for the Group. The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.

 

ASU No. 2014-17

 

The FASB issued in November 2014 the Accounting Standard Update No. 2014-17 “Business Combinations (Topic 805)”. The objective of this Update is to provide guidance for determining whether and at what threshold an acquiree (acquired entity) that is a business or nonprofit activity can reflect the acquirer’s accounting and reporting basis (pushdown accounting) in its separate financial statements.

 

This Update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If an acquired entity elects the option to apply pushdown accounting in its separate financial statements, it should disclose information in the current reporting period that enables users of financial statements to evaluate the effect of pushdown accounting.

 

 F-225 
 

 

Grupo Supervielle S.A. and Subsidiaries

 

Notes to the Consolidated Financial Statements

For the years ended December 31, 2014, 2013 and 2012

(Expressed in thousands of Argentine pesos – unless otherwise stated)

 

Current GAAP offers limited guidance for determining whether and at what threshold pushdown accounting should be established in an acquired entity’s separate financial statements.

 

The Group considers this ASU has not any significant effect in the US GAAP disclosures and financial information.

 

ASU No. 2014-18

 

During December 2014, the FASB issued the Accounting Standards Update No. 2014-18 “Business Combinations (Topic 805)”. The objective of the amendments in this Update is to address the concerns of private company stakeholders that the benefits of the current accounting for identifiable intangible assets acquired in a business combination do not justify the related costs. The amendments provide guidance about an accounting alternative for recognizing or otherwise considering the fair value of identifiable intangible assets acquired as a result of certain specified transactions, including business combinations.

 

The impact of this Update has not any significant effect in the present US GAAP financial statements.

 

ASU No. 2015-02

 

During February 2015, the FASB issued the Accounting Standards Update No. 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis”. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

 

I. Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities.

 

II. Eliminate the presumption that a general partner should consolidate a limited partnership.

 

III. Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships.

 

The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

 

The impact of this Update has not any significant effect on the US GAAP disclosures and financial information.

 

ASU No. 2015-03

 

During April 2015, the FASB issued the Accounting Standards Update No. 2015-03 “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.

 

The amendments in this Update are effective, for public business entities, for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance.

 

The impact of this Update has not had any significant effect on the US GAAP disclosures and financial information.

 

ASU No. 2015-14

 

During August 2015, the FASB issued the Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”. The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

 

All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.

 

Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 

 

F-226

 
 

 

Through and including ,             2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 6. Indemnification of Directors and Officers

 

Neither the laws of Argentina nor our bylaws or other constitutive documents provide for indemnification of our directors or officers. Our officers’ activities are regulated by Argentine labor law. However, following a decision by our shareholders during a shareholders’ meeting number held on April 15, 2011, we agreed to indemnify our directors for any damages resulting from the performance of their duties as directors, except for damages resulting from gross negligence, fraud, dishonesty or bad faith by any director. We maintain directors’ and officers’ liability insurance covering our directors and executive officers with respect to general civil liability, which he or she may incur in his or her capacity as such. In addition, pursuant to the international underwriting agreement the international underwriters will agree to indemnify, under certain conditions, the registrant, its directors and officers and persons who control us (within the meaning of the Securities Act) against certain liabilities under the U.S. securities laws.

 

Item 7. Recent Sales of Unregistered Securities

 

During the past three years, we have issued the following securities, each in a local public offering carried out exclusively in Argentina:

 

Date of Issuance   Title and Aggregate Amount of Securities   Principal Underwriter Aggregate Underwriting Commission (as a % of the offering)
September 28, 2012   Series VII
Ps.65,000,000
Floating + 4.23% (BADLAR – Private Banks) Notes due 2014
      HSBC  

Santander Río  

Banco Supervielle
  0.8%
             
December 27, 2012   Conversion of 1,600,000 Class B shares into preferred shares   n/a   n/a
             
January 24, 2013   Series IX
Ps.90,000,000
Floating + 4.48% (BADLAR – Private Banks) Notes due 2014
 
Santander Río  

Banco Supervielle
  0.6%
             
May 7, 2013   Series X
Ps.63,455,555
Floating + 3.50% (BADLAR – Private Banks) Notes due 2014
 
Santander Río  

Banco Supervielle
 
0.6%+  

Success fee: 0.1%
             
November 5, 2013   Series XI
Ps.50,000,000 Floating + 4.08% (BADLAR – Private Banks) Notes due 2015
 
Santander Río  

Banco Supervielle
 
0.6%+  

Success fee: 0.1%

 

II-1
 

 

Date of Issuance   Title and Aggregate Amount of Securities   Principal Underwriter Aggregate Underwriting Commission
(as a % of the offering)
January 31, 2014   Series XII
Ps.71,397,590 Floating + 4.70% (BADLAR –Private Banks) Notes due 2015
      Santander Río  

Banco Supervielle  

BST
  Santander Río and Banco Supervielle: 0.6%
BST: 0.4% calculated based on purchase orders allocated to BST clients  

Success fee: 0.1%
             
January 31, 2014   Series XIII
Ps.23,100,000
Floating + 6.25% (BADLAR –Private Banks) Notes due 2019
     Santander Río  

Banco Supervielle  

BST
      2% distributed among Santander Río, Banco Supervielle and BST in accordance with the offers received through each underwriter and effectively issued
             
May 13, 2014   Series XIV
Ps.38,193,548
Floating + 3.85% (BADLAR – Private Banks) Notes due 2015
      Santander Río  

Banco Supervielle
      0.6%+  

Success fee: 0.1%
             
May 13, 2014   Series XV
Ps.81,806,452
Floating + 4.65% (BADLAR – Private Banks) Notes due 2016
 
Santander Río  

Banco Supervielle
 
0.6%+  

Success fee: 0.1%
             
September 23, 2014   Series XVI
Ps.81,250,000
Floating + 3.25% (BADLAR –Private Banks) Notes due 2016
     Santander Río  

Banco Supervielle
      0.6%+  

Success fee: 0.1%
             
December 12, 2014   Repurchase of 635,199 Class B Shares from Julio Patricio Supervielle   n/a   n/a
             
January 23, 2015   Series XVII
Ps.127,000,000
Fixed 28.5% Notes due 2016
     Santander Río  

Banco Supervielle
       0.6%+  

Success fee: 0.1%
             
January 23, 2015   Series XVIII
Ps.23,000,000
Floating + 4.8% (BADLAR – Private Banks) Notes due 2016
     Santander Río  

Banco Supervielle
      0.6%+  

Success fee: 0.1%

 

II-2
 

 

Date of Issuance   Title and Aggregate Amount of Securities   Principal Underwriter Aggregate Underwriting Commission (as a % of the offering)
May 20, 2015   Series XIX
Ps.137,361,445 Mixed rate (Fixed rate of 28.5% the first 9 months and Floating + 4.50% (BADLAR – Private Banks) thereafter) Notes due 2016
     Santander Río  

Banco Supervielle
      0.6%+  

Success fee: 0.1%
             
July 28, 2015   Series XX
Mixed rate (Fixed rate of 27% the first 9 months and Floating + 4.50% (BADLAR – Private Banks) thereafter) Notes due 2017
 
Santander Río  

Banco Supervielle
 
0.6%+  

Success fee: 0.1%

  

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle–Global Corporate Notes.”

 

Item 8. Exhibits and Financial Statements

 

(a) The following documents are filed as part of this prospectus:

 

1.1* Form of International Underwriting Agreement.
   
3.1 English translation of bylaws of Grupo Supervielle S.A.
   
4.1* Form of Deposit Agreement among Grupo Supervielle S.A.,                  and the ADS holders (incorporated by reference to our Registration Statement on Form F-6 (File No. 333-            ) filed with the SEC on              , 2016).
   
5.1* Form of opinion of Errecondo, Gonzalez & Funes, Argentine counsel of the registrant, as to the validity of the Class B shares.
   
14.1 Code of Ethics of Grupo Supervielle S.A.
   
21.1 List of subsidiaries of the registrant.
   
23.1* Consent of Price Waterhouse & Co. S.R.L.
   
23.2* Consent of Errecondo, Gonzalez & Funes.
   
24.1 Powers of Attorney (included on signature page to the Registration Statement).

 

 

*               To be filed by amendment.

 

(b) Financial statement schedules.

 

None.

 

II-3
 

 

Item 9. Undertakings

 

The undersigned registrant hereby undertakes to provide to the international underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the international underwriters to permit prompt delivery to each purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby also undertakes that:

 

1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement at the time it was declared effective.
   
2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
3. For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
   
4. For the purposes of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

a.any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

b.any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

c.the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

d.any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

II-4
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on               , 2016.

 

  GRUPO SUPERVIELLE S.A.
   
  By:  
  Name: Julio Patricio Supervielle
  Title: Chief Executive Officer
     
  By:  
  Name: Alejandra Naughton
  Title: Chief Financial Officer

 

II-5
 

 

Power of Attorney

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints               and                , and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on              , 2016 in the capacities indicated:

 

Signature   Title
     
     
     
Julio Patricio Supervielle   Chairman of the Board
     
     
Jorge Oscar Ramirez   Vice-Chairman of the Board
     
     
Laurence Nicole Mengin de Loyer   Director
     
     
Atilio Dell’Oro Maini   Director
     
     
Emerico Alejandro Stengel   Director
     
     
Richard Guy Gluzman   Director
     

  

Authorized Representative in the United States:

 

  By:  
  Name:  
  Title:  

 

II-6
 

 

 

INDEX TO EXHIBITS

 

Number   Description
1.1*   Form of International Underwriting Agreement
     
3.1   English translation of bylaws of Grupo Supervielle S.A.
     
4.1*   Form of Deposit Agreement among Grupo Supervielle S.A.,          and the ADS holders (incorporated by reference to our Registration Statement on Form F-6 (File No. 333-          ) filed with the Commission on          , 2016.
     
5.1*   Form of opinion of Errecondo, Gonzalez & Funes, Argentine counsel of the registrant, as to the validity of the Class B shares
     
14.1   Code of Ethics of Grupo Supervielle S.A.
     
21.1   List of subsidiaries of the registrant
     
23.1*   Consent of Price Waterhouse & Co. S.R.L
     
23.2*   Consent of Errecondo, Gonzalez & Funes
     
24.1   Powers of Attorney (included on signature page to the Registration Statement)

 

 

 

*To be filed by amendment.