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SEC Company Response from Macro Bank Inc. (BMA) (CIK 0001347426) (BMA) — Sep 27, 2010

Macro Bank Inc. (BMA) (CIK 0001347426)
Date: Sept. 27, 2010 · CIK: 0001347426 · Accession: 0001144204-10-051010

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File numbers found in text: 001-32827

Referenced dates: September 13, 2010

Date
Sept. 27, 2010
Author
Not clearly detected
Form
CORRESP
Company
Macro Bank Inc. (BMA) (CIK 0001347426)

Letter

VIA EDGAR AND FACSIMILE Division of Corporation Finance Securities and Exchange Commission Macro Bank, Inc. Form 20-F for Fiscal Year Ended December 31, 2009 Filed June 1, 2010 File No. 001-32827

Dear Mr. Seaman:

By letter dated September 13, 2010, the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments on Banco Macro S.A. (Macro Bank, Inc.) (the “Company”)’s annual report on Form 20-F for the fiscal year ended December 31, 2009 (the “2009 Form 20-F”), which was filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2010. In response to the Staff’s comments, the Company submits the responses below.

For your convenience, the Company has reproduced below in italics the Staff’s comments and has provided responses immediately below the comments.

Comment No.

Item 4. Information on the Bank

Allocation of the Allowance for Loan Losses, page 53

1. Please revise future filings to present this information for five years as required by Industry Guide 3.

Response to Comment No.

The Company will revise future filings to present the information requested for five years.

Comment No.

Item 7. Major Shareholders and Related Party Transactions

B. Related Party Transactions, page 87

2. Please provide to the staff the information required by Item 7.B.2 of Form 20-F and revise future filings accordingly. Alternatively, confirm, if accurate, that Instruction 2 to Item 7.B is applicable and revise future filings accordingly.

Response to Comment No.

Instruction 2 to Item 7.B is applicable to the Company, and the Company will conform its disclosure to such instruction in future filings.

Comment No.

Item 10. Additional Information

C. Material Contracts, page

3. Please provide us with a detailed explanation of the analysis you undertook to conclude that you have no material contracts.

Response to Comment No.

In connection with the preparation of the 2009 Form 20-F, the Company conducted internal inquiries to obtain the information necessary to update its disclosure in accordance with the instructions to Form 20-F. These inquiries included, the identification of contracts to which the Company or any subsidiary is a party that (i) are not contracts that ordinarily accompany the kind of business that the Company and its subsidiaries conduct, (ii) fall under any of the categories set forth in paragraph 4(b) of the “Instructions as to Exhibits” of Form 20-F, or (iii) are otherwise considered material under paragraph 4(c) of the “Instructions as to Exhibits” of Form 20-F.

Based on such inquiries, the Company concluded that, during the two years immediately preceding publication of the 2009 Form 20-F, the Company and its subsidiaries did not enter into or become a party to any contract that is required to be disclosed under Item 10.C of Form 20-F.

Comment No.

Item 18. Financial Statements

31. Consolidated Income Statements and Balance Sheet, page F-62

4. The Consolidated Income Statement on page 53 indicates it is presented under the measurement methods provided by the Central Bank but under the US SEC disclosure requirements. Please tell us and revise future filings to clarify the specific nature of the organization and development expenses you are amortizing and the provision for losses other receivables and other allowance that you present in the Consolidated Income Statement. Clarify the US GAAP guidance that you relied on for your reconciliation to US GAAP and the associated US GAAP accounting policies.

Response to Comment No.

As indicated in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008 (see notes 4.4.l), 26 and 35.5.), “Amortization of organization and development expenses” includes primarily:

·

Costs related to information technology projects (purchased software): under Central Bank Rules, the Company records as expenses software costs relating to preliminary application development and post–implementation stages of software development. Central Bank Rules allow capitalization of certain costs that are not eligible for capitalization under ASC 350- 40. The Company follows the requirements of ASC 350- 40 for its US GAAP policy with respect to such costs. Please see also note 35.5.b) of the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008.

·

Differences due to court orders: under Central Bank Rules, the Company records under this item exchange differences related to payments and provisions made by the Company in relation to the constitutional protection and court judgments resulting from court decisions mentioned in note 2 to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008. Under ASC 450, the right to obtain compensations for this asset is deemed a contingent gain that cannot be recognized until realized and, therefore, the Company includes this in the US GAAP reconciliation. Please see also note 35.5.a) of the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008.

·

Organization costs: under Central Bank Rules, the Company records under this item cost inherent to the set up and organization of the Bank. Under ASC 720-15, these organization costs are expensed. Please see also note 35.5.c) of the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008.

Additionally, as described in the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008 (see notes 4.4.o) and 27), “Provision for losses on other receivables and other allowances” mainly includes expenses related to contingent liabilities for probable claims, lawsuits and other proceedings, including those related to labor and other obligations. The amounts have been accrued in accordance with Central Bank Rules, which are similar to ASC 450 “Contingencies”.

The Company takes note of the Staff´s comment and will review future filings to include cross references in note 31 to the notes mentioned in previous paragraphs and vice-versa.

Comment No.

35. Summary of Significant Differences … page F-68

5. Please tell us and revise future filings to provide a discussion of your accounting policy for repurchase agreements and how it complies with US GAAP. Discuss whether you record these transactions as sale or as secured financings and, in each case, how you determined the appropriateness of your accounting.

Response to Comment No.

With regard to the Company’s repurchase agreements, the Company determined that Central Bank Rules are similar to ASC 860. As a consequence, the Company recorded all of those agreements as secured financings and there is no difference under US GAAP. There are no agreements that would qualify for sales under applicable accounting policies.

The Company takes note of the Staff´s comment and will review future filings to clarify our accounting policy for repurchase agreements under US GAAP.

Comment No.

35.1. Income Taxes, page F-68

6. Please tell us and revise future filings to disclose why it is more likely than not that you will not realize a portion of your deferred tax assets such that a valuation allowance is required. Clearly disclose how you determined the amount of the valuation allowance that was required at each balance sheet date.

Response to Comment No.

In accordance with ASC 740-10-30-16 through 30-25, the Company evaluates for each consolidated entity all available evidence, both positive and negative and the future realization of the tax benefit over a relatively short period of time (considering future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards and tax-planning strategies). The Company considers using future projections of income for only relatively short periods of time to be a reasonable approach, given Argentina's history of economic volatility.

In determining the amount of the valuation allowance for deferred tax assets required at each balance sheet date, the Company applies ASC 740 as mentioned in note 35.1. to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008. At each balance sheet date and since the Initial Public Offering, the Company has applied the same policy.

The Company takes note of the Staff´s comment and will review future filings to clarify the disclosures for valuation allowances for deferred tax.

Comment No.

35.2 Exposure to Argentine Public Sector and Private Securities, page F-70

7. Please provide us with a schedule that presents securities available for sale in a tabular format that reconciles them to the balance sheet in footnote 31 and that includes the disclosure requirements of ASC 320-10-50-2. Similarly, please address the disclosure requirements of ASC 320-10-50 sub paragraphs 6 and 7. Revise future filings to include this information.

Response to Comment No.

The following tabular format reconciles securities classified as available for sale (note 35.2. to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2008) to the balance sheet under Central Bank Rules (note 31) and includes the disclosure requirements of ASC 320-10-50-2:

As of December 31, 2009

Securities

Balance Sheet

Amortized Cost

Net Unrealized

Gains

Fair Value

Holdings in special investment accounts

659,371

578,755

318,487

897,242

Instrument issued by Central Bank of Argentina and other unlisted securities

(1) 5,374,035

5,359,701

(4,622 )

5,355,079

6,033,406

5,938,456

313,865

6,252,321

As of December 31, 2008

Securities

Balance Sheet

Amortized Cost

Net Unrealized

Gains

Fair Value

Holdings in special investment accounts

448,305

459,797

(51,130 )

408,667

Instrument issued by Central Bank of Argentina and other unlisted securities

(1) 3,967,708

3,957,135

(53,662 )

3,903,473

4,416,013

4,416,932

(104,792 )

4,312,140

(1)

As of December 31, 2009 and 2008, it includes 521,159 and 5,626, respectively, related to available for sale securities under repurchased agreements classified in note 31 as “Federal Funds sold and securities purchased under resale agreements of similar arrangements”.

In addition, the following table presents the contractual maturities of the securities available for sale as of December 31, 2009 (see notes 21. and 24. for the contractual maturities under Central Bank Rules):

Maturing

Securities

Within 1

year

After 1 year

but within 5

years

After 5 year

but within

10 years

After 10

years

Without

due date

Total

Holdings in special investment accounts

19,308

633,028

219,818

25,088

897,242

Instrument issued by Central Bank of Argentina and other unlisted securities

5,228,164

107,193

19,722

5,355,079

5,247,472

740,221

239,540

25,088

6,252,321

In accordance with the disclosure requirements of ASC 320-10-50 sub paragraph 6 and 7, the following table presents information regarding investments with unrealized loss position:

For the years ended December 31

Securities

Gross Unrealized

losses

Fair Value

Gross Unrealized

losses

Fair Value

Holdings in special investment accounts

(51,766 )

355,130

Instrument issued by Central Bank of Argentina and other unlisted securities

(19,919 )

3,510,618

(61,517 )

2,450,063

(19,919 )

3,510,618

(113,283 )

2,805,193

As of December 31, 2009 and 2008, all investments had been in a continuous unrealized loss position for less than 12 months.

In addition, as of December 31, 2009 the unrealized losses were not significant. However, the Company evaluated the Argentine macroeconomic environment and the decline in fair value to determine whether it was other than temporary and concluded that there was no need to record anything other than temporary impairment.

The Company takes note of the Staff´s comment and will review future filings to include the disclosure requirements of ASC 320-10-50 paragraphs 2, 6 and 7.

******

In accordance with the requests at the end of your letter, the Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in it

Show Raw Text
CORRESP
1
filename1.htm

                    VIA EDGAR AND FACSIMILE

                    Sarmiento
      447 – C1041AAI

                    C.A.B.A
      – Rep. Argentina

                    .

                  Mr.
      Michael Seaman

                  September
      27, 2010

                  Special
      Counsel

                  Mr.
      Matt McNair

                  Attorney-Adviser

                  Division
      of Corporation Finance

                  Securities
      and Exchange Commission

                  100
      F Street, NE, Washington, D.C. 20549

                  Fax:
      (703) 813-6983

              Re.

              Macro
      Bank, Inc.

    Form
20-F for Fiscal Year Ended December 31, 2009

    Filed June 1, 2010

    File No. 001-32827

    Dear Mr.
Seaman:

    By letter
dated September 13, 2010, the staff of the Securities and Exchange Commission
(the “Staff”)
provided certain comments on Banco Macro S.A. (Macro Bank, Inc.) (the
“Company”)’s
annual report on Form 20-F for the fiscal year ended December 31, 2009 (the
“2009 Form
20-F”), which was filed with the Securities and Exchange Commission (the
“Commission”)
on June 1, 2010.  In response to the Staff’s comments, the Company
submits the responses below.

    For your
convenience, the Company has reproduced below in italics the Staff’s comments
and has provided responses immediately below the comments.

    Comment No.
1

    Item 4. Information on the
Bank

    Allocation of the Allowance
for Loan Losses, page 53

              1.
      Please revise future filings to present this information for five years as
      required by Industry Guide 3.

    Response to Comment No.
1

    The
Company will revise future filings to present the information requested for five
years.

    Comment No.
2

    Item 7. Major Shareholders
and Related Party Transactions

    B. Related Party
Transactions, page 87

    2.
Please provide to the staff the information required by Item 7.B.2 of Form 20-F
and revise future filings accordingly. Alternatively, confirm, if accurate, that
Instruction 2 to Item 7.B is applicable and revise future filings
accordingly.

        1

    Response to Comment No.
2

    Instruction
2 to Item 7.B is applicable to the Company, and the Company will conform its
disclosure to such instruction in future filings.

    Comment No.
3

    Item 10. Additional
Information

    C. Material Contracts, page
94

    3. Please provide us with a detailed
explanation of the analysis you undertook to conclude that you have no material
contracts.

    Response to Comment No.
3

    In
connection with the preparation of the 2009 Form 20-F, the Company conducted
internal inquiries to obtain the information necessary to update its disclosure
in accordance with the instructions to Form 20-F.  These inquiries
included, the identification of contracts to which the Company or any subsidiary
is a party that (i) are not contracts that ordinarily accompany the kind of
business that the Company and its subsidiaries conduct, (ii) fall under any of
the categories set forth in paragraph 4(b) of the “Instructions as to Exhibits”
of Form 20-F, or (iii) are otherwise considered material under paragraph 4(c) of
the “Instructions as to Exhibits” of Form 20-F.

    Based on
such inquiries, the Company concluded that, during the two years immediately
preceding publication of the 2009 Form 20-F, the Company and its subsidiaries
did not enter into or become a party to any contract that is required to be
disclosed under Item 10.C of Form 20-F.

    Comment No.
4

    Item 18. Financial
Statements

    31. Consolidated Income
Statements and Balance Sheet, page F-62

    4.
The Consolidated Income Statement on page 53 indicates it is presented under the
measurement methods provided by the Central Bank but under the US SEC disclosure
requirements.  Please tell us and revise future filings to clarify the
specific nature of the organization and development expenses you are amortizing
and the provision for losses other receivables and other allowance that you
present in the Consolidated Income Statement.  Clarify the US GAAP
guidance that you relied on for your reconciliation to US GAAP and the
associated US GAAP accounting policies.

    Response to Comment No.
4

    As
indicated in the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008 (see notes 4.4.l), 26 and 35.5.),
“Amortization of organization and development expenses” includes
primarily:

        2

              ·

              Costs
      related to information technology projects (purchased software): under
      Central Bank Rules, the Company records as expenses software costs
      relating to preliminary application development and post–implementation
      stages of software development.  Central Bank Rules allow
      capitalization of certain costs that are not eligible for capitalization
      under ASC 350- 40.  The Company follows the requirements of ASC
      350- 40 for its US GAAP policy with respect to such costs. Please see also
      note 35.5.b) of the Company’s audited consolidated financial statements as
      of and for the years ended December 31, 2009 and
  2008.

              ·

              Differences
      due to court orders: under Central Bank Rules, the Company records under
      this item exchange differences related to payments and provisions made by
      the Company in relation to the constitutional protection and court
      judgments resulting from court decisions mentioned in note 2 to the
      Company’s audited consolidated financial statements as of and for the
      years ended December 31, 2009 and 2008.  Under ASC 450, the
      right to obtain compensations for this asset is deemed a contingent gain
      that cannot be recognized until realized and, therefore, the Company
      includes this in the US GAAP reconciliation. Please see also note 35.5.a)
      of the Company’s audited consolidated financial statements as of and for
      the years ended December 31, 2009 and
2008.

              ·

              Organization
      costs: under Central Bank Rules, the Company records under this item cost
      inherent to the set up and organization of the Bank. Under ASC 720-15,
      these organization costs are expensed. Please see also note 35.5.c) of the
      Company’s audited consolidated financial statements as of and for the
      years ended December 31, 2009 and
2008.

    Additionally,
as described in the Company’s audited consolidated financial statements as of
and for the years ended December 31, 2009 and 2008 (see notes 4.4.o) and 27),
“Provision for losses on other receivables and other allowances” mainly includes
expenses related to contingent liabilities for probable claims, lawsuits and
other proceedings, including those related to labor and other obligations. The
amounts have been accrued in accordance with Central Bank Rules, which are
similar to ASC 450 “Contingencies”.

    The
Company takes note of the Staff´s comment and will review future filings to
include cross references in note 31 to the notes mentioned in previous
paragraphs and vice-versa.

    Comment No.
5

    35. Summary of Significant
Differences … page F-68

    5.
Please tell us and revise future filings to provide a discussion of your
accounting policy for repurchase agreements and how it complies with US GAAP.
Discuss whether you record these transactions as sale or as secured financings
and, in each case, how you determined the appropriateness of your
accounting.

        3

    Response to Comment No.
5

    With
regard to the Company’s repurchase agreements, the Company determined that
Central Bank Rules are similar to ASC 860. As a consequence, the Company
recorded all of those agreements as secured financings and there is no
difference under US GAAP. There are no agreements that would qualify for sales
under applicable accounting policies.

    The
Company takes note of the Staff´s comment and will review future filings to
clarify our accounting policy for repurchase agreements under US
GAAP.

    Comment No.
6

    35.1. Income Taxes, page
F-68

    6.
Please tell us and revise future filings to disclose why it is more likely than
not that you will not realize a portion of your deferred tax assets such that a
valuation allowance is required.  Clearly disclose how you determined
the amount of the valuation allowance that was required at each balance sheet
date.

    Response to Comment No.
6

    In
accordance with ASC 740-10-30-16 through 30-25, the Company evaluates for each
consolidated entity all available evidence, both positive and negative and the
future realization of the tax benefit over a relatively short period of time
(considering future reversals of existing taxable temporary differences, future
taxable income exclusive of reversing temporary differences and carryforwards
and tax-planning strategies). The Company considers using future projections of
income for only relatively short periods of time to be a reasonable approach,
given Argentina's history of economic volatility.

    In
determining the amount of the valuation allowance for deferred tax assets
required at each balance sheet date, the Company applies ASC 740 as mentioned in
note 35.1. to the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008. At each balance sheet date and
since the Initial Public Offering, the Company has applied the same
policy.

    The
Company takes note of the Staff´s comment and will review future filings to
clarify the disclosures for valuation allowances for deferred tax.

    Comment No.
7

    35.2 Exposure to Argentine
Public Sector and Private Securities, page F-70

    7.
Please provide us with a schedule that presents securities available for sale in
a tabular format that reconciles them to the balance sheet in footnote 31 and
that includes the disclosure requirements of ASC
320-10-50-2.  Similarly, please address the disclosure requirements of
ASC 320-10-50 sub paragraphs 6 and 7.  Revise future filings to
include this information.

        4

    Response to Comment No.
7

    The
following tabular format reconciles securities classified as available for sale
(note 35.2. to the Company’s audited consolidated financial statements as of and
for the years ended December 31, 2009 and 2008) to the balance sheet under
Central Bank Rules (note 31) and includes the disclosure requirements of ASC
320-10-50-2:

                      As of December 31, 2009

                      Securities

                      Balance Sheet

                      Amortized Cost

                      Net Unrealized

                      Gains

                      Fair Value

                      Holdings
      in special investment accounts

                    659,371

                    578,755

                    318,487

                    897,242

                      Instrument
      issued by Central Bank of Argentina and other unlisted
      securities

                    (1)
      5,374,035

                    5,359,701

                    (4,622
                    )

                    5,355,079

                    6,033,406

                    5,938,456

                    313,865

                    6,252,321

                      As of December 31, 2008

                      Securities

                      Balance Sheet

                      Amortized Cost

                      Net Unrealized

                      Gains

                      Fair Value

                      Holdings
      in special investment accounts

                    448,305

                    459,797

                    (51,130
                    )

                    408,667

                      Instrument
      issued by Central Bank of Argentina and other unlisted
      securities

                    (1)
      3,967,708

                    3,957,135

                    (53,662
                    )

                    3,903,473

                    4,416,013

                    4,416,932

                    (104,792
                    )

                    4,312,140

              (1)

              As of December 31, 2009
      and 2008, it includes 521,159 and 5,626, respectively, related to
      available for sale securities under repurchased agreements classified in
      note 31 as “Federal Funds sold and securities purchased under resale
      agreements of similar
arrangements”.

    In
addition, the following table presents the contractual maturities of the
securities available for sale as of December 31, 2009 (see notes 21. and 24. for
the contractual maturities under Central Bank Rules):

                        Maturing

                        Securities

                        Within 1

                        year

                        After 1 year

                        but within 5

                        years

                        After 5 year

                        but within

                        10 years

                        After 10

                        years

                        Without

                        due date

                        Total

                        Holdings
      in special investment accounts

                      19,308

                      633,028

                      219,818

                      25,088

                      0

                      897,242

                        Instrument
      issued by Central Bank of Argentina and other unlisted
      securities

                      5,228,164

                      107,193

                      19,722

                      0

                      0

                      5,355,079

                      5,247,472

                      740,221

                      239,540

                      25,088

                      0

                      6,252,321

    In
accordance with the disclosure requirements of ASC 320-10-50 sub paragraph 6 and
7, the following table presents information regarding investments with
unrealized loss position:

        5

                    For the years ended December 31

                    2009

                    2008

                    Securities

                    Gross Unrealized

                    losses

                    Fair Value

                    Gross Unrealized

                    losses

                    Fair Value

                    Holdings
      in special investment accounts

                  0

                  0

                  (51,766
                  )

                  355,130

                    Instrument
      issued by Central Bank of Argentina and other unlisted
      securities

                  (19,919
                  )

                  3,510,618

                  (61,517
                  )

                  2,450,063

                  (19,919
                  )

                  3,510,618

                  (113,283
                  )

                  2,805,193

    As of
December 31, 2009 and 2008, all investments had been in a continuous unrealized
loss position for less than 12 months.

    In
addition, as of December 31, 2009 the unrealized losses were not significant.
However, the Company evaluated the Argentine macroeconomic environment and the
decline in fair value to determine whether it was other than temporary and
concluded that there was no need to record anything other than temporary
impairment.

    The
Company takes note of the Staff´s comment and will review future filings to
include the disclosure requirements of ASC 320-10-50 paragraphs 2, 6 and
7.

    ******

    In
accordance with the requests at the end of your letter, the Company hereby
acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in it