MEMORIA BHSA ingles
Transcription
MEMORIA BHSA ingles
A N N UA L R E P O RT A N E W S TA G E 1999 CORPORATE PROFILE For over 114 years, Banco Hipotecario has provided access to home ownership for Argentine Families. Banco Hipotecario has led the growth of the residential mortgage during the 90’s, lending nearly $ 2.3 billion since 1994. Today, it is the Argentine largest bank in term of equity. Based on its superior knowledge of the mortgage market, Banco Hipotecario’s business strategy for further growth will include the extension towards mortgage related business. INDEX Initial Public Offering and Listing at the Buenos Aires Stock Exchange Macroeconomic Environment and Mortgage Market Evolution 4 Political and Economic scenario New Products and Projects Outlook 12 16 17 Secondary Mortgage Market Company 22 Business 28 Selected Financial Information Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Senior Management 66 6 44 DEAR SHAREHOLDERS * This is the first Annual Report of Banco Hipotecario S.A. (BHSA) after the Initial Public Offering was made by the Argentine government and the Bank's Class "D" shares were listed on the Buenos Aires Stock Exchange. The information contained in this Annual Report includes a Management Discussion and Analysis of the Financial Condition and Results of Operations, and should be read in conjunction with Banco Hipotecario's Financial Statements. The Financial Statements have been prepared in accordance with Argentine GAAP and Central Bank accounting rules. ! ! The Safest Bank “THE SAFEST BANK OF ARGENTINA” GLOBAL FINANCE MAGAZINE - OCTOBER, 1999 OUR PURPOSE IS TO MAKE OUR CLIENTS FEEL AS SAFE AS BEFORE THEY WERE BORN. INITIAL PUBLICO NOFFERING AND LISTING T H E B U E N O S A I R E S STO C K E XC H A N G E INITIAL PUBLIC OFFERING OF SHARES Pursuant to the Privatization Law, and within the framework of an Initial Public Offering carried out in January 1999, the Argentine government sold to national and international investors 42 million Class "D" shares at Ps.7.00 per share and granted five-year options for the acquisition of 27 million additional shares at the same price, enforceable as of February 2, 2000. The combined offer allocated to the domestic capital markets 15,250,600 Class "D" book-entry ordinary shares, and 61,289 options for the acquisition of 100 American Depositary Shares each, and allocated to the international markets 26,749,400 American Depositary Shares - each representing one Class "D" share - and 208,711 options, pursuant to Rule 144A under the United States Securities Act, settled on February 2, 1999. 4 ! Despite the extremely unfavorable international capital markets environment since 1997, the Initial Public Offering of BHSA was considered a success by all members of the investment community. Although the Argentine Government still holds an important stake in the Bank (49 percent of the shares), on March 15, 1999, the control of the Board was transferred to private investors. It is important to note that during the presentation of the "Year 2000 Financing Program," the National Government stated its intention to place a percentage of its interest in the Bank in the markets during the current year. ! SHARE EVOLUTION AND SHARE COMPOSITION Banco Hipotecario Class "D" shares have been listing in the Buenos Aires Stock Exchange under the "BHIP" ticker since February 2, 1999. MONTH MONTHLY AVERAGE VOLUME (*) MAXIMUM PRICE MINIMUN PRICE AVERAGE PRICE 53.362 16.669 26.834 23.729 8.386 19.204 20.675 38.541 39.011 52.636 37.432 9.00 8.90 11.40 12.70 11.00 10.50 9.80 11.00 11.50 13.50 14.60 7.65 7.85 8.86 9.70 10.15 8.40 8.40 9.70 10.20 11.40 13.30 8.21 8.53 9.66 11.28 10.51 9.10 8.86 10.33 10.97 12.31 13.69 Febrary March April May June July August September October November December Source: Bloomberg & own estimations. OWNERSHIP AS OF DECEMBER 31. 1999 (*) Number of shares • Maximum price: $14.60 Other Private Investors 4% • Minimum price: $7.65 • Average price: $10.35 Pension Funds 10% • Average daily volume: $324,926 • Dividends payment date: 05/21/99 • Dividend payout ratio: 45% • Total outstanding shares: 150,000,000 15.0 700,000 14.5 14.0 600,000 13.5 13.0 500,000 12.5 Dividends Payment 12.0 400,000 11.5 11.0 10.5 300,000 10.0 dec. 99 nov. 99 sep. 99 oct. 99 aug. 99 jul. 99 jun. 99 apr. 99 LDC, Quantum Dolphin plc, and IRSA International Ltd., all affiliates of George Soros, as well as latin America capital Partner II LP. (2) Shares are currently in a trust pending sale to Argentine construction companies. offering. Argentine Government will keep a “Golden 8.5 Share”, representing 0.1% of the capital stock. 7.0 may. 99 (1)Lead Investors include Quantum Industrial Partners (3) Shares are currently in a trust, pending public 7.5 mar. 99 Government (3) 44% 9.0 8.0 0 5 9.5 200,000 100,000 M o n t h ly Av e r ag e P r i c e Employees (4) 5% • Market capitalization: $2,070 million feb. 99 Option Trust 18% Real Estate Companies (2) 5% • Dividend yield: 5% M o n t h ly Av e r ag e Vo lu m e i n P s. Lead Investors (1) 14% (4) Share are currently in a trust pending establishment of program. MACROECONOMIC ENVIRONMENT M M E AND O RTG AG E For several decades, Argentina experienced periods of slow or negative growth, with a fragile financial system, escalating interest rates, high levels of fiscal deficit, and hyperinflation. Beginning with the announcement of economic reform in 1991 - based on the Convertibility Law - the Argentine economy underwent a transformation. This transformation was characterized by local currency stability, an increase in tax collections, public expenditure cutbacks, fiscal deficit reduction, privatization of public companies, and an opening up to international trade. 6 ARKET VOLUTION In the period that followed, these structural changes resulted in an approximately 6 percent average annual growth rate for the Argentine economy until 1998. Contributing to this growth was a remarkable increase in foreign capital investments, credit restitution, and the access of public and private issuers not only to global capital markets but also as participants in agreements with multilateral credit organizations. As a consequence of the currency crisis that began in Asia in July 1997, the volatility in the world's financial markets adversely affected emerging economies. The drop in worldwide demand had a particularly significant negative effect on the prices of commodities that Argentina exports; this problem has intensified following Brazil's monetary devaluation in January 1999. In addition, domestic demand showed a sustained deceleration, within a framework of relatively high domestic interest rates and increasing country risk, measured by the widening of the sovereign bond spreads. However, due to the preventive measures adopted by the Central Bank after the 1995 Mexican peso devaluation crisis, the liquidity levels of the financial system strengthened as depositors' confidence in local banks increased. This helped mitigate the impact of that crisis on the Argentine economy. Thus, local banks were able to continue responding to the economy's financing needs, particularly those of the public sector. Within this environment, after decades of a very low level of mortgage lending by the banking sector, the mortgage market regained its pulse in 1991 upon the enforcement of the Convertibility Law. GDP EVOLUTION Source: Estudio Miguel Angel Broda y Asoc. 10% 8% 6% 4% 2% IV 98 I 99 II 99 III 99 IV 99 0% I 97 II 97 III 97 IV 97 I 98 II 98 III 98 -2% -4% -6% Between 1991 and 1998, the Argentine mortgage market grew at a compound annual rate of 22 percent. The economy was strong and stable, per-capita gross domestic product (GDP) was rising, and inflation rates remained low. In 1999, however, with a significant decrease in credit demand, the growth rate of the mortgage market declined sharply. CLIENT PROFILE | SOURCE: INDEC BORROWERS THAT FINANCED THEIR HOMES VIA MORTGAGE LOANS IN THE PAST THREE YEARS HAVE THE FOLLOWING CHARACTERISTICS: Despite the growth recorded between 1991 and 1998, the mortgage market today still is in the early stages of development, representing a mere 4 percent of the GDP. This is quite low compared with other countries, such as Mexico and Chile, where the mortgage market represents 11 percent and 17 percent of the GDP, respectively. Based on the current housing deficit, the willingness of banks to grant mortgage loans, and the fact that with more mortgage options now available, more customers have access to mortgages, Banco Hipotecario believes that this market will continue to grow and that BHSA stands to benefit from that growth. • AN AVERAGE HOUSEHOLD MONTHLY INCOME OF 1,640 PESOS COMPARED TO THE NATIONAL AVERAGE OF 600 PESOS. * 30% HAVE A DEGREE COMPARED TO 8% OF THE ENTIRE POPULATION. • AVERAGE 36 YEARS OLD. • BANKING USAGE LEVEL IS HIGHER THAN THE POPULATION’S AVERAGE (80 % VS. 25 %). • 60 % RESIDE IN CAPITAL FEDERAL AND GBA. • 70 % LIVE IN HOUSES. 7 The following provides a brief description of the factors that are expected to spur growth in the Argentine residential mortgage market: 1. I NCREASING ACCESSIBILITY TO MORTGAGE PRODUCTS: the availability of residential mortgage loans has created a new market for homebuyers, opening the door to middle- and lower-middle-income groups. The top-tier private banks have historically focused on the higherincome segment of the market but have now begun to look at the middle-income segment, as well. They see potential in this interesting client segment that, up to now, has been a very low user of banking services. 2. NEW HOUSEHOLD CREATION: the growing number of young adults leaving their parents' homes, the formation of approximately 100,000 new households each year, and the lifestyle trends in Argentina will lead to increased demand for new housing. This, in turn, will result in an increase in mortgage financing needs. TOTAL MORTGAGE MARKET - Source: BCRA Includes residential and commercial mortgages (in billion of Pesos) 16.2 16.5 1998 1999 15 12.8 11.0 10.0 10 9.0 6.7 5.8 5 3.3 0 1991 1992 1993 1994 1995 1996 1997 GDP PER CAPITA - 1998 Source: Salomon Smith Barney $ 3. LOW RESIDENTIAL MORTGAGE PENETRATION: the low base of residential mortgage loans in Argentina and the current outlook for economic and social conditions indicate there is potential for significant growth in the sector. 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 Venezuela Mexico Colombia Chile 0 Brazil 4. POTENTIAL MARKET: the total potential market for this type of product is estimated at slightly more than one million families, given current income levels, and the debt-to-income and loan-to-value (LTV) ratios required by the market and Argentine regulations. Agrentina 8 ! * * I n i t i a l Pu b l i c O f f e r i n g LARGEST INTERNATIONAL EQUITY OFFERING IN LATIN AMERICA IN 1999 SOURCE: EUROMONEY OUR FIRST STEPS AS A PRIVATE-OWNED FINANCIAL INSTITUTION. A YEAR BCHARACTERIZED Y A CO M P L E X P O L I T I C A L A N D E CO N O M I C S C E N A R I O The turmoil that has affected the world's financial markets since the 1997 Southeast Asian crisis was followed by the Russian default in mid-August 1998 and Brazil's devaluation of the real in January 1999. These factors, together with the uncertainty generated by the presidential elections held on October 24, 1999, resulted in a severe recessionary period for the Argentine economy. This environment - and the uncertainty it caused in regard to Argentina's economic evolution - brought about a sharp decline in mortgage loan demand and activity in 1999 compared with the previous year, and along with it, an increase in financial costs. Responding to these pressures, BHSA increased the total financial cost for new loans granted to borrowers after September 1998 by approximately 150 basis points through higher insurance premiums and administrative fees. BHSA also suspended mortgage loan origination through the Bank Network. Subsequently, in April 1999, it increased interest rates by 100 to 150 basis points for new mortgage loans extended through its "Acceso Inmediato" line, excluding individual loans related to construction projects previously financed by the Bank, and focused its efforts on generating individual loans for these residential projects. * 12 At the same time, Banco Hipotecario faced difficult and volatile international capital market conditions, as well as declining investor confidence and interest in emerging markets. Despite these pressures, BHSA has been successful in maintaining not only adequate access to the different markets where the Bank was already active but also in gaining access to new markets. These included U.S. commercial paper and local institutional investors through medium-term time deposits. This allowed the Bank to obtain financing for an aggregate amount of approximately US$ 1 billion. Moreover, despite this complex scenario, BHSA consolidated its leading position in the residential mortgage loan market, increasing its market share by 100 basis points to 42 percent. As of December 31, 1999, the total residential mortgage loan portfolio amounted to Ps.4,624.8 million. and start up during April 1999 of an early * Creation delinquency management section. In its first eight BHSA also continued to make important strides in improving the quality of its loan portfolio, increasing efficiency in operations and streamlining its cost structure. With this streamlining, the benefits from economies of scale houses were sold at auction, with Banco Hipotecario recovering, on average, 48 percent of the balances due after paying preferred and procedure-related expenses. months, this section significantly improved collections through the recovery of delinquent loans. of the foreclosure procedures initiated at * Intensification the end of 1998. During the second half of 1999, 240 origination of loans with "Mortgage * Generalized Instruments." Mortgage transference time was sharply reduced, increasing liquidity and saving registration expenses and taxes paid upon the transference of a loan. *H IGHLIGHTS: Improvements in the asset quality levels of the prerestructuring and individual post-restructuring loan portfolios. The NPL ratio of the total pre-restructuring portfolio showed a significant decrease of 220 basis points to 21.1 percent as of December 31, 1999, from 23.3 percent as of December 31, 1998. The NPL ratio of the individual post-restructuring portfolio decreased 90 basis points to 3.1 percent, 22.5 percent lower than the 4.0 percent recorded as of December 31, 1998. A 6.4 percent reduction in operating expenses (before of the deferred charge related to the compensation plan for directors and senior management). The ratio of administrative expenses to assets was 2.7 percent as of December 31, 1999, 23 basis points lower than the 2.9 percent as of December 31, 1998. This reduction was due mainly to the restructuring process implemented by the Bank since 1998, which has resulted in a 27 percent reduction in its headcount, to 1474 at the end of 1999, and the negotiation of better contracts and purchase conditions. * accrual 13 of loan origination, administration at the beginning of the year of a new * Implementation * Centralization operations, and risk analysis. This was accomplished Mortgage Credit Scoring Behavior system. This system through new technology and greater efficiency, resulting in a 100 percent increase in productivity in the risk-analysis sector. * * Integration of the National Payment System (Sistema Nacional de Pagos) into the Bank's collection system. This relates to the collection of installment payments through direct debit from the client's bank account at any financial institution. The new collection procedure has resulted in improvements in the efficiency of the administration process and is expected to generate important savings in terms of commissions paid for collection services. Expansion of the Call Center's capabilities through the implementation of new technologies. These capabilities include Customer Service and Collection functions, important tools in delinquency management. During the year, calls increased to approximately 346,500: 234,700 calls requested product information or were related to client banking, and 111,800 were made by the collection service. * 14 enables continuous improvement in the quality of originated loans. and development of a new Sales in Advance * Design Management System (Sistema de Administración de Preventas). This system is involved in the administration of housing unit sales from construction projects previously financed by BHSA and has been fully integrated into the Loan Administration System (NSP). of the start-up phase of SAP/R3. SAP/R3 is * Completion new, integrated application software for the accounting, budget, treasury, human resources, and logistic functions. In addition, the Management Information System (MIS) was implemented. Y2K Compliance of All Computer Systems Effective January 1, 1999, the Bank adopted a new policy of suspending the accrual of interest, insurance, and BHSA HAS CONSOLIDATED ITS LEADING POSITION IN THE RESIDENTIAL MORTGAGE LOAN MARKET, INCREASING ITS MARKET SHARE BY 100BPS, TO 42% fees in respect to nonperforming loans. This was another important advance during 1999. This policy provides a high-quality and clear representation of BHSA operating results to the investing community. Banco Hipotecario's policy prior to January 1, 1999, was to accrue income from effective and capitalized interest, insurance premiums, and fees on nonperforming loans, and allocate a portion of its reserves for loan losses against the amounts so accrued. * As a result of the new policy implemented by the Bank during 1999, financial income of Ps.31.4 million, Ps.3.6 million for insurance, and Ps.1.0 million for commissions were not recorded. Nevertheless, Banco Hipotecario's financial income still includes non-cash income, as a result of the capitalization of interest, reflecting the difference between the "referential" interest rate and a lower interest rate payable on pre-restructuring loans. This item is expected to disappear during the year 2002. NEW PRODUCTS AND PROJECTS Confianza: pursuing its objective of providing Bank: in its quest for continuous * Wholesale * Credito the most attractive and innovative mortgage products, development and in order to maintain its leading Banco Hipotecario introduced a new line of mortgage loans - "Credito Confianza" in April 1999. This new product - designed for the purchase, construction, or improvement of new or existing housing units - is for borrowers with established credit histories. Financing conditions are for shorter terms, ranging between three and 10 years, at a 13.5 percent dollar-denominated interest rate and with LTV ratios not exceeding 60 percent. Equity Credit Lines: subsequently, the Bank * Home launched "Acceso Inmediato" and "Confianza" home equity credit lines, with a maximum LTV ratio of 35 percent and interest rates in excess of those applied to traditional individual mortgage loans, increasing the Bank's profitability and minimizing risk. Unit Auctions: by mid December 1999, Banco * Housing Hipotecario successfully completed the first sale of new 16 housing units through the public auction system, thus introducing an innovative marketing tool to the real estate market. After a 15-day advertising campaign, the Bank sold 36 properties in 90 minutes from construction projects it previously had financed. This was equivalent to 5,577 square meters, with the sale of all the properties totaling in excess of Ps.2 million. Following this success, the Bank plans additional auctions for the year 2000 to promote the sale of housing units from construction projects it financed that were not pre-sold. * position in the Argentine mortgage market, on October 19, 1999, Banco Hipotecario - together with IRSA Inversiones y Representaciones S.A. - requested authorization from the Argentine Central Bank to set up Banco Corporación Financiera Hipotecaria S.A. This initiative derived from combined efforts of BHSA, IRSA, and the International Finance Corporation (IFC) of the World Bank Group, to jointly set up a financial institution that encourages the development of a secondary mortgage market in Argentina. The goal is to enable mortgage originators to have access to financial resources at suitable terms and rates in order to facilitate the growth of the primary mortgage market. Banco Corporación Financiera Hipotecaria S.A.'s initial capital will be Ps.50 million, which may be increased to Ps.250 million, pursuant to the evolution of its operations. Moreover, mid-term, the new financial institution is expected to invite a foreign company to come in as a strategic partner and invite domestic financial entities to become shareholders of this bank. OUTLOOK In addition, the Bank remains committed to reducing its operating costs, consolidating its operations, and diversifying its sources of funding. BHSA also will continue to work toward lengthening the maturity of its obligations and reducing the cost of financing by expanding its mortgage securitization and improving the quality of its credit portfolios. COMMERCIAL STRATEGY BHSA is positioning itself in the Argentine mortgage market as the Bank offering the best mortgage loan options for the purchase, construction, or improvement of housing units and for projects customers wish to finance through home equity loans. To accomplish this, the Bank's focus is on an aggressive pricing strategy, the diversification and development of distribution channels, and a mix of products and pricing policies that provide adequate profitability levels. EXISTING CHANNEL • 24 FULL BRANCHES THROUGHOUT ARGENTINA • CALL CENTER c Banco Hipotecario's primary strategy is to focus on continued profit-generation, expand its expertise in the mortgage market, and exploit the synergies inherent in its position in that market. In line with this strategy, the Bank will continue to develop each of the components of the mortgage business, leveraging its solid and competitive financial strength, its dominant market position, its strong "brand" recognition, and the efficiency of its operations. NEXT 2 YEARS • 60 BRANCHES AND NEW SALE POINTS • TECHNOLOGICALLY DRIVEN CALL CENTER • INTERNET • B2C • B2B (BANKS, BROKERS, DEVELOPERS) • AGREEMENTS WITH REAL STATE BROKERS • RETAIL BANK NETWORK • ARRANGEMENTS WITH COMPANIES AND PRIVATE NEIGHBORHOODS • PREMIUM BANKING (TARGETING HIGH INCOME LEVEL CLIENTS) 17 The implementation of this commercial strategy is based on three components: "Acceso Inmediato Mortgage Loan, the Lowest-cost Installment Plan for All Purposes" offer the lowest-price mortgage products in * Products: the market to generate an important new client base, With its Acceso Inmediato marketing campaign underway, backed by a new pricing structure that is based on competitive rates and commissions, the product component of the Bank's commercial strategy should be a profitable one. This implies the modification of the insurance pricing structure, the elimination of the administration fee, and the implementation of an upfront fee of up to 3 percent, favoring the placement of larger loans and the application of differential interest rates, depending on the product and purpose. the primary goal being the cross-selling of new higheryield products and services to these new customers. These products and services will include those related to the mortgage market, insurance, and other financial products. Thus, the Bank seeks to profit from crossselling to both future clients and current clients in its own portfolio and in its managed portfolios, which currently number approximately 402,000. "ACCESO I NMEDIATO MORTGAGE LOAN , THE LOWEST MARKET INSTALLMENT FOR ALL PURPOSES" diversify the origination channels, expanding * Channels: BHSA's presence so that its services are readily available to potential clients no matter where they live or work. In line with this component are the following: -Branch Network: expansion from 24 to 60 branches, by the opening of mini-branches in the main cities of the country within the next two years. -Bank Network: use of the infrastructure, sales force, and clients of retail banks to generate mortgage loans in those places where the Bank is unlikely to open a branch. In this way, the Bank can reach and develop heretofore unexploited markets for mortgage loans. -Banca Premium: focus on high-income clients requesting loans for amounts in excess of Ps.70,000 or who purchase real estate for more than Ps.140,000. This will enhance future cross-selling opportunities. -Real Estate Brokers' Network: expand the geographical presence of the Bank into areas that are currently difficult to serve. This opens up new opportunities to increase the number of new clients, as a real estate broker's office usually is the first place prospective customers go when they are ready to purchase a home. -Internet: marketing of loans and real estate through special sites, and e-commerce/e-banking through the development and update of BHSA's web site, 18 incorporating experienced international partners. - Additional channels: Banco Hipotecario is developing additional distribution channels, including those to be located in private residential neighborhoods and in areas with weekend homes. Profile: The Bank's goal is to attract targeted * Client clients age 40 and under, with combined annual household income ranging between Ps.32,000 and Ps.40,000 - or income of approximately Ps.20,000 for an individual - in order to facilitate cross-selling of new products and services in the future. Diversification and redesign of distribution channels, as well as advertising campaigns, will essentially focus both on attracting the targeted customers and retaining existing traditional, middle-income clients. In addition, BHSA will concentrate on the management and sale of housing units from construction projects previously financed by Banco Hipotecario, establishing attractive, competitive pricing and using public auctions as a real estate marketing tool. This will be implemented along with a restructuring of the Construction Projects business unit to improve the risk position undertaken by the Bank and increase project revenues. OPERATIONS, MANAGEMENT AND TECHNOLOGY * Operations, Management, and Technology Bank plans to complete the following projects during * The the forthcoming year: - The integration and start up of the Loan Originations System. - The expansion of its mortgage loan servicing business, increasing the number of mortgage loans serviced to the Provincial Housing Institutes (IPVs) and attracting new clients through the integration of new, related services. - The completion of the implementation of an Electronic Deed Execution system, the Bank's first Internet-based application program, in which the Notaries Network is connected on-line to the Bank, enabling the execution of standardized deeds, using a uniform model. This should reduce significantly the amount of time needed for the execution process and also reduce costs due to the increased efficiency of the Notaries Network. A significant achievement during 1999 was the reduction in the number of notaries authorized to work with the Bank to 175 from 578 at the end of 1998. 19 - Centralization of the Loan Administration System (NSP), based on Unix technology from Sun Microsystems. - Enlargement of the Call Center functions through the use of new technology oriented to customer service. - Implementation of Internet-based technology to improve both customer service and interaction with different members of the mortgage loan origination channels (i.e., real estate brokers and notaries). “ “ S M M C - SECONDARY MORTGAGE MARKET COMPANY WILL FULFILL A SIGNIFICANT DEVELOPMENTAL ROLE BY PROVIDING LIQUIDITY TO THE BANKING SYSTEM, AND BY LOWERING THE COST OF BORROWING, THEREBY INCREASING THE AFFORDABILITY OF MORTGAGES. NEW PROJECTS FOR GROWING FAMILIES. SECONDARY MORTGAGE MARKET COMPANY ("SMMC") Banco Hipotecario, IRSA, and International Finance Corporation (IFC) of the World Bank Group, are joining to form a second-tier bank, Banco Corporación Financiera Hipotecaria - also known as the Secondary Mortgage Market Company (SMMC) - to create and develop a secondary mortgage market in Argentina. This will represent the largest investment in a single project ever made by the IFC. PROJECT HIGHLIGHTS SMMC will offer mortgage originators access to * -financial resources at suitable terms and rates to facilitate the growth of the primary mortgage market. - Initial capital will reach up to US$ 250 million, and IFC will * participate as an equity partner, with a 20 percent share. - Source of Funding: i) IFC will provide a US$ 100 million enhancement facility, in order to create a structure that should enable SMMC to establish a funding program of up to US$ 1 billion of corporate debt, thus reducing the cost of funding and minimizing issuance exposure to the volatility of emerging markets; and, ii) SMMC will establish a mortgage-backed securitization program (MBS) that, over time, will create brand awareness for the company's MBS product among investors, in terms of credit and price performance as well as liquidity. * credit BHSA believes that SMMC is an excellent investment, due * to the fact that it is designed to have low operating costs, higher leverage, and access to international funding sources. In addition, the company will benefit from the strong mortgage-market growth projected for Argentina. 22 SMMC's strategy is to organize and standardize all key aspects of mortgage lending, such as origination, pricing, portfolio management, and servicing. The use of standardized underwriting criteria and mortgage products will create a much higher level of liquidity, “ SMMC IS AN EXCELLENT INVESTMENT, DUE TO ITS PROJECTED LOW OPERATING COSTS, HIGHER LEVERAGE AND ACCESS TO INTERNATIONAL FUNDING SOURCES AS WELL AS THE EXPECTED STRONG MORTGAGE MARKET GROWTH. which can be traded at any time. SMMC also is designed to have the management and resources to keep the purchasing window open for all qualified mortgages from all qualified originators. The new company will operate exclusively in the secondary market and will not compete with primary originators. It will leverage BHSA's established reputation and technology to securitize portfolios for domestic and international institutional investors. As such, the company will fulfill a significant developmental role by providing liquidity to the banking system and lowering the cost of borrowing, thereby increasing the affordability of mortgages. This will improve access to home ownership for an everincreasing proportion of the Argentine population. As stated, in the formation stage, the investor group consists of BHSA, IRSA, and the IFC. Near term, a broadening of the shareholders' list is anticipated. A significant shareholding will be reserved for the largest and most influential banking firms in Argentina, with a leading foreign company - perhaps one specialized in the insurance and or mortgage business - as a strategic partner. Expectations are that this partner will be a U.S.based firm. And the goal is to attract a company with a strong capital markets presence and significant financial resources, in order to enhance the prestige and recognition of the SMMC as it establishes itself in international capital markets. This is particularly important given that SMMC will be a recurrent issuer on this market. LINES OF BUSINESS SMMC will have three primary lines of business and will work toward developing a fourth: PORTFOLIO BUSINESS Purchasing qualified mortgage loans for its own portfolio. SMMC's income from its portfolio business will derive from the spread (the difference between the yield on this investment and the cost of funding it). On the yield side, SMMC can achieve cost reductions through economies of scale and through the use of state-of-the-art portfolio management techniques. MORTGAGE SECURITIZATION Structuring and selling mortgage-backed securities to both domestic and international institutional investors. This key business line will enable SMMC to leverage its equity and its corporate funding ability to ensure a continuous, strong flow of credit for mortgage originators. In order to issue simple senior/subordinated securities, the SMMC will not only be able to assess risks from third-party pools (as in the held loan portfolio), but it also will be able to transform those loans into marketable securities. REPO LENDING Repurchase agreement operations will provide funding for mortgage originations to qualified originators of the primary market (warehouse lending). This involves collateralized borrowing by the originator of mortgage loans and provides short-term capital to cover origination and packaging costs. Collateral is provided by a pool of high-quality mortgage assets that may not be directly traded in the secondary market. SUPPORT SERVICES Support services to mortgage-market participants will be provided on a for-profit basis. Such services would include: financial guarantees, trading, master servicing, and mortgage-related insurance. BENEFITS * * * * Portfolio Management Mortgage Securitization Repo Lending to Mortgage Originators Support Services (to be developed) SMMC's support services will bring the best international practices and technology relating to mortgage lending and the secondary market to 23 Argentina and will: i) further develop the Argentine capital markets by issuing mortgage-backed securities (MBS) and the SMMC's general corporate debt; ii) further develop the organization, standardization, and commoditization of mortgage products, fostering liquidity in both whole loans and securitized products; iii) develop the primary mortgage market in Argentina by improving the efficiency of loan origination, standardization of loans, and mortgage loan quality; iv) improve the affordability of housing and lower the cost of mortgage loans by making longer term funding available and by enhancing the liquidity of mortgage assets; and, v) strengthen the banking sector by making the SMMC available to banks as a liquidity guarantor and an eventual guarantor of mortgage-backed securities. SPECIFIC BENEFITS TO THE BANKING SECTOR •Improve liquidity and credit quality of mortgage loans through standardization. •Grow mortgage volumes through greater affordability and increased market stability. •Strengthen property valuations and stimulate new construction. •Provide tools for better asset and liability management. •Generate fee earning opportunities through unbundling of mortgage loan services. CAPITAL, RESERVES AND PROPOSED P R O F I T D I ST R I B U T I O N 24 For the fiscal year ended December 31, 1999, Banco Hipotecario's Capital, Reserves, and Retained Earnings combined increased 2.3 percent, or Ps.56.8 million, to Ps.2,477.1 million from the previous year. IN MILLIONS OF PS. To Legal Reserve 20% 29.5 To Special Reserve 35.4 Net Income for the year 1999 was Ps.147.5 million and Retained Earnings amounted to Ps.217.8 million. To Retained Earnings 82.6 The Board of Directors submitted to the Shareholders' Meeting of Banco Hipotecario S.A. the following proposal of profit distribution for the fiscal year ended December 31, 1999: After profit distribution, Retained Earnings would amount to Ps.152.9 million. THE BOARD “ } } Our Mortgage Products ARE DESIGNED TO IMPROVE ACCESS TO HOME OWNERSHIP FOR ARGENTINE PEOPLE MORE THAN 1.000.000 OF ARGENTINES HAVE ALREADY COUNTED ON US. BUSINESS INTRODUCTION Established in 1886 by the Argentine government, Banco Hipotecario, with headquarters in Buenos Aires, is one of the oldest and largest financial institutions in the country. BHSA is Argentina's best-known and most respected name in the residential mortgage business. With its strong financial position, as well as its efficient, low-cost operations, the Bank is able to capitalize on the strong growth expected for the Argentine mortgage market. BHSA is the leading mortgage lender in Argentina, with Ps.4,414.0 million of residential mortgage loans outstanding at December 31, 1999, a 42 percent share of such loans in the Argentine residential mortgage market, and a 28.1 percent share of the total mortgage market. As of December 31, 1999, BHSA was the eighth-largest Argentine bank in terms of assets (Ps.5,180.2 million) and the first in terms of shareholders' equity (Ps.2,477.1 million), being the highest capitalized bank in Argentina, with an equity-to-assets ratio of 47.8 percent. Net income for the fiscal year ended December 31, 1999 and December 31, 1998, was Ps.147.5 million and Ps.201.3 million, respectively,. In addition, the Bank is the largest provider of mortgage-related insurance and the largest mortgage servicer in Argentina; as of December 31, 1999, the Bank was servicing approximately 402,000 loans, including its own and third-party mortgage loan portfolios. Despite the sharp decline in demand for mortgages during 1999, Banco Hipotecario has maintained its dominant position. It was the largest mortgage originator in Argentina in 1999 and 1998, with mortgage loan disbursements of approximately Ps.435 million and Ps.912 million, respectively. 28 KEY MORTGAGE ORIGINATORS Source: BCRA However, net income for fiscal year 1999 is not directly comparable with that of the prior fiscal year due to the Bank's new policy of suspending accrual of interest, insurance, and fees on nonperforming loans, effective as of January 1, 1999 As of December 31, 1999, the Bank serviced a loan portfolio of Ps.7,274.0 million, which included its own and third-party portfolios serviced by the Bank. The breakdown of this portfolio was as follows: BHSA's total on-balance sheet loan portfolio, Ps.4,612.6 million; thirdparty mortgage loans, Ps.2,450.5 million; and, individual post-restructuring mortgage loans originated by the Bank and later securitized through off-balance sheet structures, Ps.210.9 million. In spite of the recessionary period in Argentina, the ratio of nonperforming loans to total loans remained stable, at 14.6 percent, as of December 31, 1999, compared with 14.5 percent for the previous year. This was a result of the Bank's active delinquency management policies and new information systems being implemented during the year. Other 20% The Bank distributes its products through its own Branch Network, composed of 24 branches, one in the City of Buenos Aires and one in each province of Argentina. Since the Bank reassumed direct mortgage loan origination in September 1997, the Branch Network has become the most important and fastest-growing channel of distribution. } Prior to September 1998, Banco Hipotecario also distributed its products through the Bank Network, consisting of approximately 40 commercial banks that had limited ability to establish independent mortgage operations. BHSA is currently renegotiating the terms and conditions with which the members of the Bank Network are required to comply in order to offer BHSA's products, receive commercial support, and use Banco Hipotecario's name and trademark to promote their mortgage activities. The Bank is expected to resume mortgage loan origination through the Bank Network on a limited basis in 2000. OVERVIEW OF BUSINESS ACTIVITIES The Bank focuses its efforts on three principal business activities: i) lending for the purchase, construction, and improvement of housing units; ii) underwriting insurance related to its mortgage-lending activities; and, iii) servicing its own and third-party mortgage loan portfolios. 29 The Bank also acts as a disbursement agent for provincial housing funds administered by the federal government agency FONAVI. In addition, it provides real estate brokerage services through its wholly owned subsidiary, BHN Inmobiliaria S.A., and real estate management services and appraisals through a joint venture with Vendôme Rôme, one of France's principal property management companies. Subsequent to receipt of the requested approval from the Central Bank, the International Finance Corporation (IFC) will join as a shareholder, subscribing to newly issued shares. Thereafter, the Bank, IRSA, and the IFC will consider inviting a foreign strategic partner - and attracting domestic financial entities - to participate in BCFH as a shareholder. On October 19, 1999, the Bank and IRSA Inversiones y Representaciones S.A. requested the Argentine Central Bank's authorization to create a financial institution under the name of Banco Corporación Financiera Hipotecaria S.A. (BCFH) for the purpose of creating and developing a secondary mortgage market in Argentina. DESCRIPTION OF THE MORTGAGE LOAN PORTFOLIO As of December 31, 1999, the Bank's on-balance sheet loan portfolio totaled Ps.4,612.6 million. The composition of this portfolio was as follows: Ps.4,414.0 million in mortgage loans and Ps.198.6 million in other loans. The mortgage loan portfolio was composed of: Ps.2,181.4 million in pre-restructuring loans (of which, Ps.2,161.6 million were individual mortgage loans and Ps.19.8 million were loans for construction projects); and, Ps.2,232.6 million in post-restructuring loans (of which, Ps.1,799.1 million were individual mortgage loans, including Ps.633.5 million of loans conveyed in a trust in anticipation of future securitizations and Ps.433.5 million in loans for construction projects). At the end of the fiscal year ended December 31, 1999, the Bank's mortgage loan portfolio consisted of Ps.3,960.7 million in individual loans (89.7 percent of the mortgage loan portfolio recorded on the balance sheet) and Ps.453.3 million in loans for the construction of residential units (10.3 percent of the mortgage loan portfolio recorded on the balance sheet). INDIVIDUAL MORTGAGE LENDING 30 BHSA offers individual mortgage loans for the purchase, construction, or improvement of new or existing housing units under the "Acceso Inmediato" credit line. The principal targets of this line are middle-income segments of the population with annual household incomes between Ps.12,000 and Ps.50,000. In comparison, its competitors target their supply of credit mainly toward the high or middle-high income sectors. The Bank offers U.S. dollar-denominated, fixed-rate and floating-rate (based on the LIBOR) mortgage loans with maturities of 3-to-20 years and fixed-rate, pesodenominated loans with maturities of 3-to-15 years. The Bank prices its products to be among the most competitive available in the Argentine residential mortgage market. Approximately 75 percent of the individual loans granted by the Bank in the fiscal year ended December 31, 1999, had an original principal balance between Ps.10,000 and Ps.50,000. In 1999, Banco Hipotecario introduced an innovative line of credit for the purchase, construction, or improvement of new or existing housing units for individual clients, called "Credito Confianza." With Credito Confianza, the Bank originates mortgage loans, on a limited basis, through its Reduced Documentation Program, under which credit-worthy borrowers can qualify with certain documentation related to the borrower's income waived. Financing conditions include shorter maturities (currently up to 10 years), lower LTV ratios (currently up to 60 percent), and higher interest rates. The Bank also launched a "Home Equity Credit Line" program that limits the LTV ratio to a maximum of 35 percent, with interest rates in excess of those associated with traditional individual mortgage loans. The structure of this home equity mortgage line is expected to increase the Bank's profitability and minimize risk. BHSA's individual mortgage loans are marketed through various distribution channels: i) its 24-branch network; ii) arrangements with selected residential property developers; and, iii) purchase of individual mortgage loans in the secondary market. BHSA IS THE LEADING MORTGAGE LENDER IN ARGENTINA, WITH PS. 4,414.0 MILLION OF RESIDENTIAL MORTGAGE LOANS OUTSTANDING AT DECEMBER 31, 1999, UNDERWRITING CRITERIA - INDIVIDUAL MORTGAGE LENDING The classification process is based on a credit-bureau rating and "mortgage scoring." "Mortgage scoring" is a statistical analysis used to evaluate default probability, taking into consideration certain characteristics of the borrower, the terms of the loan, and the underlying property. The Bank will lend up to a maximum of 70 percent of the value of the property being mortgaged. In cases where it has financed the construction, the Bank will lend up to 80 percent of the value. In general, the amount of financing available depends on the purpose of the loan, with lower LTV ratios allowed - and, in many cases, higher interest rates accorded to - second homes, home improvements and home equity loans. Prior to September 1998, Banco Hipotecario also distributed its products through the Bank Network, consisting of approximately 40 commercial banks that had limited ability to establish the Bank's independent mortgage operations. BHSA is currently reevaluating its distribution channels and may resume loan origination through the Bank Network on a limited basis in 2000. With respect to loans originated or approved prior to September 1998, the Bank requires Bank Network members to comply with its underwriting, documentation, and pricing guidelines. To the extent that the members service the loans they originate, they must satisfy minimum requirements as to their status, operations, and financial position. Further, they must provide limited guarantees for such loans. If the Bank resumes loan origination through its Bank Network, mortgage loan applications will be processed in the same manner as loans originated by the Bank's Branch Network. The Bank originated individual residential mortgage loans of Ps.304 million and Ps.650 million in 1999 and 1998, respectively. The Bank's underwriting criteria also includes the following: i) monthly installment payments may not exceed 30 percent of the borrower's household income; ii) continuous employment of the borrower for at least one year and by the same employer for the six months before submitting the application; and, iii) provision for borrower documentation regarding personal data, salary, and employment history. Full appraisals are ordinarily performed on all mortgage loans. CONSTRUCTION PROJECT LENDING The Bank provides U.S. dollar-denominated financing for construction projects to selected private residential property developers primarily as a vehicle for the origination of individual mortgage loans. Construction loans to private developers are typically structured through a trust. In addition, the Bank grants loans to public sector entities, including the Provincial Housing Institutes (IPVs) and small municipalities. The IPV loan agreements allow the Bank to offset the amount it 31 collects as a servicer for a province and grant mortgages to purchasers of homes constructed under the IPV program. In a similar manner, the Bank makes loans to eligible small municipalities for the construction of housing, currently at the rate of no more than Ps.15,000 per housing unit and usually for a maximum term of 24 months. All such loans to municipalities are secured by a mortgage on the property and by tax revenues collected by the province that are distributed to the municipality. Anticipating a sharp decrease in real state activity due to the deep recessionary environment, the Bank financed only one new construction project in 1999. (That project was located in Puerto Madero and had a high level of pre-sold units.) Construction project disbursements for existing projects in 1999 were Ps.131 million, compared with Ps.262 million in 1998. 32 Construction project loans generally have maturities of 18 to 30 months, depending on the nature of the project, and to reflect their increased risk, these loans carry interest rates that are higher than those for individual mortgages. } The Bank permits the use of its name and logo on advertisements for the projects it finances and believes this is a particularly attractive feature for developers, given the high recognition of the Banco Hipotecario name in Argentina. BHSA IS THE LARGEST PROVIDER OF MORTGAGERELATED INSURANCE MORTGAGE SERVICER IN AND THE LARGEST ARGENTINA The Bank has established guidelines for, among other things, its inspectors and outside auditors who monitor construction projects originated by private developers as a condition for further disbursements. MORTGAGE-RELATED INSURANCE 3.5 3.2 3.2 3.0 2.4 2.4 2.5 2.2 2.2 2.2 Individual borrowers pay insurance premiums along with their monthly loan installments; if payments are past due by 30 to 90 days, depending on the loan program, the insurance may be cancelled by the Bank. For construction project mortgages, insurance premiums are deducted from disbursements. 2.0 1.4 1.5 As one of the conditions for extending a mortgage loan, BHSA requires both individual and construction project borrowers to purchase property and casualty insurance from the Bank. Individuals must purchase life insurance as well. 1.0 0.5 0.5 0.1 0 1995 1996 Pre-restructuring loans 1997 1998 1999 Post-restructuring loans (*) (*) Include mortgage loans conveyed ina trust and securitized loans Underwriting Criteria - Construction Project Lending As of December 31, 1999, 91.2 percent of the managed loan portfolio (based on the total principal balance of the portfolio) was covered by life insurance issued by the Bank. Moreover, 95.7 percent of the managed loan portfolio (based on the number of loans) was covered by property and casualty insurance issued by the Bank. 33 All construction project loans are subject to the Bank's underwriting criteria, which take into account the characteristics of the project, developer, borrower, and guarantor, as well as the amount of the loan. Projects are evaluated on the basis of technical, economic, financial, and commercial considerations. Also, the developer must contribute the land free of liens and fund at least 20 percent of the initial construction cost; the Bank will finance the remainder. All loans from Ps.5.0 million to Ps.10.0 million require the approval of the Corporate Credit Committee. All loans in excess of Ps.10.0 million must be approved by the Executive Committee. Construction lending to public developers is secured by a first mortgage on the land and additional guarantees. The Bank fully assumes the risks underlying its insurance activities. In order to reduce the level of risk, the Bank has obtained reinsurance coverage for earthquake damage with Swiss Re and Cologne Re for both individuals and construction projects. The National Superintendency of Insurance has authorized BHN Vida S.A. and BHN Seguros Generales S.A. - both wholly owned subsidiaries through an intermediate holding company, BHN Sociedad de Inversión S.A. - to operate in the life and property insurance business, respectively. INSURANCE LOSS RESERVES In compliance with the Privatization Law and advised by external actuarial consultants, BHSA establishes reserves through a charge to income, in accordance with regulations concerning provisions and reserves issued by the National Superintendency of Insurance. machine network, which currently has approximately 1,400 ATMs located throughout Argentina. Recently, the Bank expanded its collection system, incorporating direct debit to "Ahorro Postal" saving accounts, and to bank accounts at any financial institution through the National Payment System. Third-party mortgage loans as of December 31, 1999, As of December 31, 1999, the Bank maintained Ps.8.6 million of total insurance loss reserves. MORTGAGE SERVICING BHSA is the largest mortgage loan servicer in Argentina, servicing approximately 402,000 loans as of December 31, 1999, which include own and third-party loan portfolios. The Bank has developed unique capabilities for loan servicing and implemented management information systems and procedures to improve productivity. 34 The Bank manages loans originated through its Branch Network, mortgages held by IPVs, and mortgage loans that have been securitized through off-balance sheet structures (for which it acts as master servicer). Master servicing includes monitoring the servicing of mortgage loans by other servicers, remitting payments and submitting reports related to the performance of the servicer, and the condition of the portfolio. BHSA uses the same payment-and-collection mechanisms and facilities to service third-party mortgage loans that it uses to service its own portfolio. Individuals are billed monthly and payments are collected at the Bank's 24 branches, as well as at approximately 2,000 collection points operated by its 50 collection agents (the Collection Network). These agents are paid collection services fees, and funds they collect are remitted to the Bank within three business days. In January 1996, the Bank introduced the option of allowing payments through the "Link" automated-teller included approximately 8,000 securitized mortgage loans and 176,000 IPV loans, with outstanding principal balances of Ps.210.9 million and Ps.2,450.5 million, respectively. The Bank intends to increase this business by entering into servicing agreements with other IPVs. The Bank also was servicing approximately 218,000 mortgage loans in its own portfolio, totaling Ps.4,414.0 million, as of December 31, 1999. Fee income from servicing third-party mortgages totaled Ps.8.8 million as of December 31, 1999, compared with Ps.8.4 million the previous year. OTHER SERVICES AND ACTIVITIES The Bank distributes payments to provinces from the federal government's housing fund (FONAVI), in connection with public construction projects. In 1999, commissions from this activity were Ps.4.2 million, compared with Ps.4.9 million in 1998. Through subsidiaries, BHSA provides real estate management and brokerage services for properties acquired by the Bank in foreclosure proceedings and acts as an agent in transactions between third parties. The Bank has established a wholly owned subsidiary, BHN Inmobiliaria S.A., to provide real estate brokerage services and marketing. In October 1998, the Bank and International Vendôme Rôme, one of France's principal property management companies, created a joint venture - BHN-Vendôme Rôme - to provide real estate management and appraisal services. Since August 1, 1999, by decision of the Federal Public Revenues Administration (AFIP), the Bank has ceased to act as collection agent for federal taxes payable by large corporate taxpayers. In 1999, the Bank earned Ps.3.3 million in fee income from this activity. SECURITIZATION ACTIVITIES Banco Hipotecario maintains a securitization program composed of off-balance-sheet, non-recourse, passthrough securitizations of U.S. dollar-denominated postrestructuring loans. All of the loans subject to securitization are made to individual borrowers. Six transactions relating to mortgage loans have been completed, with an aggregate original principal balance of approximately Ps.696.3 million, raising a total of Ps.561.3 million since October 1996. Securitization of Post-restructuring Loans to Individuals The Bank has established four separate mortgage trusts under the off-balance-sheet, non-recourse, passthrough securitization program. For each mortgage trust, BHSA transfers a portfolio of post-restructuring, U.S. dollar-denominated mortgage loans to a trustee. The trustee then issues senior bonds, subordinated bonds, and certificates of participation. The payment obligation is secured by the trust assets, which consist of the mortgage portfolio and a reserve fund established for this purpose. Holders of the securities have no recourse against the Bank if the trustee defaults on its payment obligations. After the securities are issued, the Bank no longer records the mortgage loans conveyed to the trusts as assets. The first mortgage trust (BHN I Mortgage Fund) was established in October 1996, with approximately US$ 93.0 million of mortgage loans and a reserve fund of US$ 9.7 million. The second mortgage trust (BHN II Mortgage Trust) was established in May 1997, with approximately US$ 106.6 million of mortgage loans and a reserve fund of US$ 1.4 million. In October 1997, the third mortgage trust (BHN III Mortgage Trust) was established, with approximately US$ 105.4 million of mortgage loans and a US$ 1.4 million reserve fund. . The total outstanding principal balance of these three trusts was US$ 210.9 million at December 31, 1999. In March 2000, a fourth - BHN IV Mortgage Trust - was established, with approximately US$ 195.0 million of mortgage loans. The Bank acquired the subordinated bonds in three of the four mortgage trusts and certificates of participation in all four of them. The return on the subordinated bonds is equal to the weighted average interest rate earned on the securitized portfolio less certain ongoing trust expenses. The return on the certificates of participation is equal to the net income of the mortgage loans (which incorporates losses on the loans held by the trust) less the interest expense of the senior and subordinated bonds plus other fees, taxes and expenses. The return on the subordinated bonds in regard to the BHN I Mortgage Fund and the BHN II Mortgage Trust, and on the certificates of participation for all four mortgage trusts, are accrued until the senior bonds are paid off. Subject to certain conditions, returns on the subordinated bonds with respect to BHN III and BHN IV Mortgage Trusts are paid on a current basis. Because these securities are subordinated in right of payment to securities that benefit from the same collateral, the yield on such instruments is very sensitive to the rate of principal prepayments and losses on the mortgage loans constituting the collateral of each issue. SECURITIZATION OF PRE-RESTRUCTURING PESO-DENOMINATED MORTGAGE LOANS TO INDIVIDUALS In November 1996, the Bank established an on-balancesheet, pay-through, limited-recourse securitization program for the issuance of debt securities. Under this program, the notes issued by the Bank granted 35 BANCO HIPOTECARIO IS THE ONLY ARGENTINE BANK WITH A SECURITIZATION PROGRAM RATED INVESTMENT GRADE. noteholders recourse to funds collected from a selected pool of pre-restructuring, peso-denominated mortgage loans to individuals. The Bank granted a put option to all holders of notes under this program, whereby the Bank could be required to repurchase the notes on each anniversary of the issue date for noteholders of the first tranche and every two years for noteholders of the second tranche. This put option was a general and unsecured obligation. The Bank continues to record mortgage loans in this program as assets. program in November 1996, the Bank issued a first tranche of notes totaling Ps.88.2 million. Of this, Ps.75.0 million were senior notes and Ps.13.2 million were subordinated notes held by the Bank. In July 1997, the Bank issued a second tranche of notes totaling Ps.108.1 million, of which, Ps.91.9 million were senior notes and Ps.16.2 million subordinated notes held by the Bank. The interest rate on the subordinated notes was equal to the average interest rate earned on the securitized portfolio less certain ongoing trust expenses. Payments to noteholders were made from a trust that contains the funds collected from the above mentioned pool of pre-restructuring loans, which, at the time of the creation of the program, had an outstanding principal balance of Ps.196.3 million, consisting entirely of prerestructuring loans to individuals, denominated in pesos. Simultaneous to the establishment of this On November 25, 1998, the Bank repurchased Ps.54.5 million in notes, which represented a substantial portion of the outstanding principal amount of the first tranche senior notes following the exercise of the put option by certain holders of the notes. On July 26, 1999, the Bank redeemed all notes outstanding under this program. OFF BALANCE SHEET SECURITIZATION. Date Amount (US$MM) Rate (1) Spread over UST Spread Arg. FRB over UST* (1) Weighted average of fixed and ARs interest rates of Senior Bonds. * Source: Bloomberg. BHN I BHN II BHN III BHN IV Nov. 96 93 7.23% 185 bps 575 bps May. 97 107 7.14% 150 bps 312 bps Oct. 97 105 6.94% 159 bps 339 bps Mar. 00 195 10.59% 400 bps 587 bps EMPLOYEES On December 31, 1999, the Bank had 1,474 employees: 780 at its headquarters and 694 at the 24 branches. At that date, 1,256 employees were on permanent contracts, while 218 were on fixed-term contracts that may be renewed at management's discretion. The following table sets forth the number and type of employees as of the dates indicated. 1999 AT DECEMBER, 31 1998 1997 780 694 797 773 1.125 899 TOTAL EMPLOYEES 1.474 1.570 2.024 Permanent contract Renewable fixed term contract Interns 1.256 218 -- 1,257 313 -- 1.476 355 193 TOTAL EMPLOYEES 1.474 1.570 2.024 Headquarters Branches 37 After the privatization in early 1999, Banco Hipotecario implemented a new organizational structure in order to redirect its workforce toward a more customeroriented approach. The restructuring is still under way, as new technology is changing how operations - and people - work. In January 2000, the Bank announced plans to streamline its management structure by eliminating approximately 38 mid-level positions. The Bank currently expects to continue this restructuring to improve productivity. As a result, the Bank likely will establish a restructuring charge to its earnings during the current year to cover severance and other costs related to downsizing. With respect to senior management, BHSA implemented a complete "Salary Administration Policy." This included a job evaluation process through the "Hay" methodology," salary grades, salary bands, and a variable pay system tied to the Bank's results, taking into account return on equity and individual performance. 38 Currently, a strategic plan is being developed to outline long-term human resources procedures. Various factors will be taken into account, such as mission and values, training and development, succession tables, key competencies, performance appraisal, salary administration, benefits packages, communications, sales incentives, labor climate, union relations, and culture change. Employees (excluding senior management and certain other employees) are represented by a national bank union in which membership is optional. Relations with these employees are governed by a collective bargaining agreement entered into on January 8, 1998. This agreement increases the effective working day from 6 hours and 45 minutes to 9 hours, allows employee compensation in excess of agreed minimums to be based on performance, and reduces severance payments in cases of dismissal without cause. Moreover, it authorizes the Bank, in certain cases, to assign additional or alternate duties to employees and provides that promotions shall no longer be based on seniority but, instead, on performance. Pursuant to the collective bargaining agreement, the salaries of approximately 50 percent of the employees subject to this agreement are based on performance. The agreement terminated on December 31, 1999, and the Bank is renegotiating its renewal PROPERTIES BHSA owns the premises of 22 of its 24 offices. In addition, to replace the Buenos Aires headquarters building, which was transferred to the Argentine government pursuant to privatization, BHSA purchased and renovated a building nearby. } # # Attracting Resources TO FUEL THE ARGENTINE MORTGAGE MARKET GROWTH WE ACCOMPANY EACH STAGE OF THE FAMILY LIFE. SELECTED FINANCIAL INFORMATION IN THOUSANDS OF PESOS, EXCEPT FOR PERCENTAGES AS OF OR FOR THE YEAR ENDED DECEMBER 31 1999 1998 INCOME STATEMENT DATA: Financial income (1) Financial expenditures (1) Net financial income (1) Provision for loan losses Insurance contribution (2) Other income from services, net (3) Administrative expenses Miscellaneous income, net (4) Income tax Ps. 463,206 (201,622) 261,584 (11,983) 50,491 14,296 (140.637) (5,244) (21,041) Ps. 435,824 (135,143) 300,681 (20,928) 49,927 9,285 (144,694) 17,031 (10,040) 147,466 201,262 Ps. 108,679 62,449 58,886 2,158,641 1,562,218 193,160 65,148 (386,694) 3,592,473 1,193,620 (16,375) 55,628 124,812 Ps. 78,459 107,413 81,490 2,230,213 1,609,554 112,448 117,819 (429,095) 3,640,939 792,340 (8,239) 24,647 198,897 5,180,172 4,915,946 Ps. 132,750 1,468,518 62,368 -330,321 709.133 Ps. 241,750 1,089,536 263,151 111,171 207,936 582,118 TOTAL LIABILITIES 2,703,090 2,495,662 SHAREHOLDER’S EQUITY 2,477,082 2,420,284 NET INCOME 42 BALANCE SHEET DATA: Assets Cash and due from banks Government securities Mortgage-backed obligations (5) Pre-Reestructuring loans (6) Post-Reestructuring loans Other loans Accrued interest receivable Reserve for loan losses Net loans Other receivables from financial transactions (6) (7) Reserve for loan losses Bank premises and equipment, net Other assets TOTAL ASETS Liabilities and Shareholder’s Equity Other banks and international entities Bonds Short-term notes Borrowings secured with mortgage loans (8) Deposits Other liabilities (7) NOTE: INTERESTS ACCRUED ARE SHOWN IN A SEPARATE LINE. IN THOUSANDS OF PESOS, EXCEPT FOR PERCENTAGES SELECTED RATIOS: Profitability Return on average assets Return on average shareholder’s equity Net interest margin (9) Efficiency (10) Insurance loss ratio (11) AS OF OR FOR THE YEAR ENDED DECEMBER 31 1999 1998 3.08% 6.00% 5.82% 37.85% 17.24% 4.49% 8.54% 7.23% 35.41% 13.32% 47.82% Ps. 347,188 2,457,900 2,110,712 7.08 x 49.23% Ps. 285,719 2,424,534 2,138,815 8.49 x Assets Quality (12) (13) Non-performing loans as a percentage of total loans Reserve for loan losses as a percentage of total loans Reserve for loan losses as a percentage of non-performing loans 14.57% 8.73% 59.91% 14.53% 9.78% 67.31% PER SHARE DATA (14) Net income per share Book value per share Face value date Ps. 0.98 16.51 10.00 Ps. 1.34 16.14 10.00 Capital Shareholders equity as a percentage of total assets Argentine regulatory arequired capital Argentine regulatory actual capital Excess regulatory capital Actual capital as a percentage of Argentine regulatory required capital (1) Financial income principally represents income from interest on loans and other receivables from financial transactions plus gains/losses on government securities and temporary investments, while financial expenditures mainly represent interest on deposits and other liabilities from financial transactions and contribution, and taxes on financial income. Net financial income for the years ended December 31, 1999 and 1998 includes Ps.35.6 million and Ps.54.0 million, respectively, of capitalized interest resulting from the application of the referential rate to performing Pre-Restructuring Loans. For the year ended December 31, 1998, net financial income included Ps.30.4 million of accrued but not collected interest on non-performing loans. - (2) Insurance premiums minus insurance claims. For the year ended December 31, 1998, insurance contribution included Ps.4.5 million of accrued but uncollected insurance premiums on non-performing loans. (3) Income from services other than insurance premiums, minus expenditures on services other than insurance claims. For the year ended December 31, 1998, other income from services included Ps.5.4 million accrued but uncollected loan servicing fees with respect to non-performing loans - (4) Miscellaneous income minus miscellaneous expenses. - (5) The Bank holds subordinated bonds and certificates of participation issued in connection with its securitization activities. - (6) Excludes mortgage-backed obligations. - (7) Includes (a) an asset of Ps.478.8 million and Ps.250.6 million for 1999 and 1998, respectively, in connection with amounts receivable under derivative financial instruments, and (b) a liability of Ps.475.1 million and Ps.251.2 million for 1999 and 1998, respectively, in connection with amounts payable under derivative financial instruments. - (8) The Bank had secured certain debt with peso-denominated individual Pre-Restructuring Loans. - (9) Net financial income divided by average interest earning assets. Included in financial income are net gains/losses on government securities. - (10) Administrative expenses divided by the sum of net financial income plus insurance contribution plus other income from services, net. Excludes severance payments and bonuses of an aggregate of Ps.17.1 million and Ps.17.2 million in the years ended December 31, 1999 and 1998, respectively. - (11) Payments over gross premiums. - (12) Non-performing loans include consumer loans classified under Central Bank regulations as Deficient Performance, Difficult Collection, Uncollectible and Uncollectible for Technical Reasons and, in the case of commercial loans, classified under Central Bank regulations as Problematic, High Risk of Insolvency, Uncollectible and Uncollectible for Technical Reasons. - (13) Total loans include accrued interest and accrued interest and other of loans in trust pending securitization. - (14) At December 31, 1999 and 1998, 150.0 million common shares were outstanding. 43 MANAGEMENT’S DISCUSSION AND ANALYSIS O F F I N A N C I A L CO N D I T I O N A N D R E S U LT S O F O P E R AT I O N S SUSPENSION OF ACCRUAL OF INTEREST AND FEES ON NON-PERFORMING LOANS The Bank’s policy prior to January 1, 1999, was to add accrued interest which the borrower is not required to pay in cash on non-performing loans to the outstanding principal balance of such loans and to maintain reserves for loan losses against the amounts so capitalized. Effective January 1, 1999, the Bank discontinued the accrual of cash and non-cash interest, insurance premiums and commissions in respect of nonperforming loans. The Bank’s financial income continues to include non-cash interest reflecting capitalization of the difference between the "referential" rate and the 44 cash interest rate payable in respect of performing loans. As a consequence of the Bank’s newly adopted policy in respect of non-performing loans, the effect of not accruing interest on such loans during the year ended December 31, 1999 reduced the Bank’s financial income by Ps.31.4 million. The effect of not accruing insurance premiums and commissions on nonperforming loans during the year ended December 31, 1999 reduced the Bank's net contribution from insurance by Ps.3.6 million and income from services by Ps.1.0 million. THE YEARS ENDED DECEMBER 31, 1999 AND 1998 The following table sets forth the principal components of the Bank’s net income for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 % CHANGE 1998 1999/1998 (in millions of Pesos, except for percentages) Financia income (1) Financial expenditures Net financial income Provision for loan losses Net contribution from insurance (2) Other income from services (3) Other expenditures on services Administrative expenses Miscellaneous income, net (4) Income tax Net income Met interest margin (5) Net interet spread (6) Average rate of interest on mortgage loan portfolio (7) Ps. 463.2 (201.6) 261.6 (12.0) 50.5 33.0 (18.7) (140.6) (5.2) (21.0) Ps. 147.5 Ps. 435.8 (135.1) 300.7 (20.9) 49.9 30.4 (21.1) (144.7) 17.0 (10.0) Ps. 201.3 6.3 49.2 (13.0) (42.7) 1.1 8.6 (11.4) (2.8) (130.8) 109.6 (26.7) 5.82% 0.05% 7.23% 1.65% (141) bps (160) bps 9.79% 10.06% (27) bps (1) Financial income for each years includes capitalized interest resulting from the difference between the 9% "referential" rate and the cash interest rate payable in respect of performing Pre-Restructuring Loans. For the year ended December 31, 1998, financial income includes Ps.4.3 million of capitalized interest resulting from the difference between the "referential" rate and the cash interest rate payable in respect of non-performing Pre-Restructuring Loans and Ps. 26.1 million past due cash interest in respect of non-performing Pre-Restructuring and Post-Restructuring Loans, none of which are included in the comparable 1999 period. (2) Insurance premiums less insurance claims paid. Net insurance income includes accrued but uncollected insurance premiums on non-performing PreRestructuring and Post-Restructuring Loans during 1998, which are not included in 1999. (3) Other income from services includes accrued but uncollected servicing fees on non-performing Pre-Restructuring and Post-Restructuring Loans during 1998, which are not included in 1999. (4) Miscellaneous income minus miscellaneous expenses. (5) Net income earned divided by average interest-earning assets. Net income earned is financial income less interest on deposits and other liabilities from financial transactions. (6) Average rate earned on interest-earning assets less interest paid on interest-bearing liabilities. (7) Total interest earned on average Pre-Restructuring and Post-Restructuring Loans. 45 NET INCOME # 46 The Bank’s net income for the year ended December 31, 1999 decreased 26.7% to Ps.147.5 million from Ps.201.3 million for the year ended in 1998. This decrease mainly resulted from: (i) the suspension of accrual of interest resulting from the difference between the "referential" rate and the cash interest rate payable in respect of non-performing Pre-Restructuring Loans and interest accrued on non-performing PreRestructuring and Post-Restructuring Loans from January 1, 1999, (ii) a 49.2% increase in financial expenditures to Ps.201.6 million in 1999 from Ps.135.1 million in 1998 due to increased external financing and higher interest rates resulting from adverse conditions in the international capital markets, (iii) a 109.6% increase in income tax to Ps.21.0 million in 1999 from Ps.10.0 million in 1998, as income from loans originated after the Bank’s privatization became subject to such tax, (iv) an increase in provisions for collection risk and write off of miscellaneous receivables and (v) Ps.5.2 million accrued for the capital stock appreciation program related with the compensation plan for directors and senior management. These factors were partially offset by (i) a 6.3% increase in financial income to Ps.463.2 million in 1999 from Ps.435.8 million in 1998 primarily due to the increase of interest earned on Post-Restructuring Loans as a result of larger origination of loans and (ii) a 2.8% decrease in administrative expenses to Ps.140.6 million in 1999 from Ps.144.7 million in 1998 as a consequence of a reduction in severance payments and in advertising and publicity expenses. FINANCIAL INCOME The following table sets forth the principal components of the Bank’s financial income, average interest-earning asset balances and average rate for the years ended December 31, 1999 and 1998. YEAR ENDED DECEMBER, 31 1999 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Financial income (1) Pre-reestructuring loans (1) Post-reestructuring loans (1) Government securities Warehousing Facility CMOs (2) Cash and due from banks Other receivables (3) Ps. 463.2 163.8 241.5 0.2 17.3 11.7 1.0 27.7 Ps. 435.8 203.3 179.7 1.6 15.7 12.7 0.4 22.4 6.3 (19.4) 34.4 (85.3) 10.2 (8.2) 163.9 23.6 Average asset balances Pre-reestructuring loans Post-reestructuring loans Government securities Warehousing Facility CMOs (2) Cash and due from banks Other receivables (3) Ps. 4,699.8 2,147.9 1,990.6 1.5 162.0 53.4 19.4 324.9 Ps. 4,304.6 2,262.9 1,546.1 19.1 122.2 42.8 6.7 304.8 9.2 (5.1) 28.8 (92.0) 32.6 25.0 189.1 6.6 Average rate Pre-reestructuring loans Post-reestructuring loans Government securities Warehousing Facility CMOs (2) Cash and due from banks Other receivables (3) 9.86% 7.63 12.13 15.04 10.70 21.84 5.04 8.53 10.12% 8.98 11.62 8.22 12.87 29.74 5.52 7.36 (0.26) (1.35) 0.51 6.82 (2.17) (7.90) (0.48) 1.17 (1) Financial income includes non-cash interest reflecting capitalization of the difference between the "referential" rate and the cash interest rate payable in respect of performing Pre-Restructuring loans for 1999 and 1998. It also includes non-cash interest related to the capitalization of the difference between the "referential" rate and the cash interest rate payable in respect of non-performing Pre-Restructuring Loans and the cash interest rate payable in respect of non-performing PreRestructuring and Post-Restructuring Loans in 1998. As a consequence of the Bank’s newly adopted policy in respect of non-performing loans, the effect of not accruing interest on such loans during the year ended December 31, 1999 reduced the Bank’s financial income by Ps.31.4 million. (2) Represents income from certificates of participation and subordinated bonds issued by the Bank under financial trusts. (3) Includes interbank loans, amounts receivable under reverse repurchase agreements, equity swap and other loans. 47 Effective January 1, 1999, the Bank suspended the accrual of interest resulting from (i) the capitalization of the difference between the "referential" rate and the cash interest rate payable in respect of non-performing Pre-Restructuring Loans and (ii) cash interest on nonperforming individual Pre-Restructuring and PostRestructuring Loans. For the year ended December 31, 1999 and 1998, financial income includes Ps.35.6 million and Ps. 54.0 million, respectively, of non-cash interest resulting from the difference between the "referential" rate and the cash interest rate in respect of performing Pre-Restructuring Loans. In 1998, financial income included Ps.4.3 million of non cash-interest resulting from the difference between the "referential" rate and the cash interest rate in respect of non-performing PreRestructuring Loans, and Ps.26.1 million of cash interest payable on non-performing loans. 48 The Bank’s financial income increased 6.3% to Ps.463.2 million in 1999 from Ps.435.8 million in 1998. This increase was primarily the result of (i) a Ps.61.8 million increase in financial income from Post-Restructuring Loans, (ii) Ps.1.6 million from collections on PostRestructuring Loans transferred to the Warehousing Facility which the Bank entered into on January 6, 1999 with Credit Suisse First Boston Mortgage Capital LLC, pursuant to which the Bank may, from time to time, sell debt securities to Credit Suisse First Boston in an aggregate principal amount not to exceed US$150.0 million ("the Warehousing Facility") under which no amounts were outstanding as of December 31, 1999 and (iii) a Ps.5.3 million increase in incomes from Other Receivables. This increase was partially offset by a reduction in interest from Pre-Restructuring loans, mainly due to the suspension of the accrual of interest on non-performing loans. Income from Post-Restructuring Loans increased 34.4%, to Ps.241.5 million in 1999, from Ps.179.7 million in 1998 primarily as a result of a 28.8% increase in the average balance of Post-Restructuring Loans to Ps.1,990.6 million in 1999 from Ps.1,546.1 million in 1998, and to a lesser extent due to an increase of 51 bps. in the average interest rate earned on those loans, to 12.13% in 1999 from 11.62 % in 1998. The increase of 28.8% in the average balance of Post-Restructuring Loans mainly resulted from loan originations under the “Acceso Inmediato” (Immediate Access) line and construction project loans. The Bank originated Ps.304.2 million in individual Post-Restructuring Loans and Ps.131.3 million in Post-Restructuring Loans for construction projects in 1999. The increase in average Post-Restructuring Loans resulting from originations was offset by transfers of loans by the Bank to the Warehousing Facility in 1999, of Ps.162.0 million in 1999, and Ps.122.2 million in 1998, under which no amounts were outstanding as of December 31, 1999 and 1998. The increase in average interest rates on Post-Restructuring Loans to 12.13% in 1999 from 11.62% in 1998 was the result of higher rates on loans originated by the Bank and was partially offset by the Bank’s suspension of accrual of interest on nonperforming loans effective January 1, 1999. The average outstanding balance of Post-Restructuring Loans represented 44.2% of the Bank’s average loan portfolio for 1999 and 36.7% for 1998. Income from Pre-Restructuring Loans, including capitalized interest and capitalized and accrued interest on non-performing loans for 1998, decreased to Ps.163.8 million in 1999 from Ps.203.3 million in 1998. This was the result of a reduction in average balances of Pre-Restructuring Loans to Ps.2,147.9 million in 1999 from Ps.2,262.9 million in 1998, together with a reduction of the average interest rate on such loans (due to the suspension of capitalization and accrual of interest on non-performing loans in the year ended December 31, 1999), to 7.63% in 1999 from 8.98% in 1998. The reduction in the average balance of Pre-Restructuring Loans resulted from the normal repayment of loans and a Ps.51.2 million charge-off in December 1998 of loans more than 30 months past due. The reduction in the average balance of PreRestructuring Loans was slightly offset by an increase of Ps.35.6 million in the principal balance of PreRestructuring Loans due to the capitalization of interest related to the referential rate on performing loans. The average outstanding balance of PreRestructuring Loans represented 47.6% of the Banks average loan portfolio for 1999, and 53.7% for 1998. Although the average rate earned by the Bank on loans for the year ended December 31, 1999 and 1998 reflects the accrual of the 9% "referential" rate on most PreRestructuring Loans to individuals, the average cash interest rate paid on such loans during 1999 and 1998 was 6.9% and 6.3%, respectively. Income from CMOs decreased 8.2% to Ps.11.7 million in 1999 from Ps.12.7 million in 1998 as a result of lower income from subordinated bonds and certificates of participation retained by the Bank in connection with the BHN I, BHN II and BHN III Trust securitizations. 49 FINANCIAL EXPENDITURES The following table sets forth information regarding the Bank’s financial expenditures, the average balances of the Bank’s interest-bearing liabilities and the average interest rates paid for the years ended December 31, 1999 and 1998. YEAR ENDED DECEMBER, 31 1999 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Ps. 201.6 146.7 Ps. 135.1 82.4 49.2 78.1 7.4 3.2 16.3 11.8 12.5 3.7 6.3 10.4 19.9 10.5 2.3 3.4 19.0 (69.1) (18.1) 12.4 7.2 Average Balances Bonds and short-term notes Borrowing under repurchase agreements collateralized by mortgage loans (1) Borrowing secured with mortgages loans Borrowing from banks (2) Time deposits Other (3) Ps. 1,934.8 1,384.2 Ps. 1,471.1 897.0 31.5 54.3 94.3 42.8 169.7 146.2 97.6 90.2 139.1 220.7 25.5 98.6 4.6 (69.3) (23.1) NM (1.0) Average Rates Bonds and short-term notes Borrowing under repurchase agreements collateralized by mortgage loans (1) Borrowing secured with mortgages loans Borrowing from banks (2) Time deposits Other (3) 9.81% 10.60 8.47% 9.18 1.34 1.42 7.89 7.52 9.63 8.54 3.77 6.93 7.48 9.04 8.84 3.48 0.96 0.04 0.59 (0.30) 0.29 Financial Expenditures Bonds and short-term notes Borrowing under repurchase agreements collateralized by mortgage loans (1) Borrowing secured with mortgages loans Borrowing from banks (2) Contribution and taxes on financial income (3) Time deposits Other (4) 50 (1) Includes reverse repurchase agreements in connection with the transfer of mortgage loans to a funding trust in anticipation of future securitizations. (2) Includes (i) interest on debt to Banco Nación to finance an extraordinary income distribution to the Argentine government in connection with the conversion from Banco Hipotecario Nacional to Banco Hipotecario S.A. and (ii) interest on interbank loans. (3) Contributions and taxes on financial income are not included in the calculation of average rates. (4) Includes savings accounts, checking accounts, other deposits and an equity swap. The Bank’s financial expenditures increased 49.2% to Ps.201.6 million in 1999 from Ps.135.1 million in 1998. The increase in financial expenditures resulted from an increase in the average interest-bearing liabilities to Ps.1,934.8 million in 1999 from Ps.1,471.1 million in 1998 and an increase in average interest rates of 134 bps. to 9.81% in 1999 from 8.47% in 1998. The increase in average balances resulted from the issue of bonds and floating rate notes and time deposits which was partially offset by a reduction in average balances of mortgage bonds secured with mortgage loans. The increase in average rates resulted from higher rates on the new issue of bonds and floating rate notes and higher rates of the Banco Nación debt and other debt from banks. Interest on borrowings from banks decreased 18.1% in 1999 to Ps.16.3 million from Ps.19.9 million in 1998 as a result of lower average balances of the debt with Banco Nación and other interbank loans to Ps.169.7 million in 1999 from Ps.220.7 million in 1998 partially offset by an increase in the average rate of such debt to 9.63% in 1999 from 9.04% in 1998. The higher average rate resulted primarily from the renegotiation by the end of 1997 of a note in the amount of Ps.270.0 million payable to Banco Nación to finance the remaining balance of a distribution of Ps.280.0 million to the Argentine government required by the Privatization Law, that was rescheduled in September 1998, and funding requested to others banks. On October 16, 1998 the Bank refinanced the Banco Nación loan through a US$135.0 million bank loan repayable in 36 monthly installments, accruing an interest rate of 3.5% over the average interest rate published by the Central Bank for short-term dollardenominated time deposits. Interest expense from bonds and floating rate notes increased 78.1% to Ps.146.7 million in 1999 from Ps.82.4 million in 1998 as a result of a 54.3% increase in the average balance, to Ps.1,384.2 million in 1999 from Ps.897.0 million in 1998. This effect was associated with an increase of 142 bps. in the average interest rate to 10.60% in 1999 from 9.18% in 1998. Both effects resulted from the issuance of an aggregate face value of US$580.9 million in notes. Interest on borrowings secured with mortgage loans decreased 69.1% to Ps.3.2 million in 1999 from Ps.10.4 million in 1998 due to the redemption of face value Ps.69.0 million of Series 1 mortgage bonds in November 1998 pursuant to the Bank’s peso-denominated securitization program and the repurchase in July 1999 of Ps.73.6 million, corresponding to the outstanding amount of Class A Senior Bonds of Series 1 and 2. Interest on reverse repurchase agreements increased 19.0% to Ps.7.4 million in 1999 from Ps.6.3 million in 1998 due to the transfer of mortgages to the Warehousing Facility. During 1999 the Bank obtained new financing resources through time deposits. Interest in time deposits increased to Ps.12.5 million in 1999, from Ps. 2.3 in 1998 and the average balance increase to Ps.146.2 million in 1999 from Ps.25.5 million in 1998. The increase in financial expenditures in 1999 also reflects the increased level of contributions and taxes on financial income. Contributions and taxes increased 12.4% to Ps.11.8 million in 1999 from Ps.10.5 million in 1998. This increase was primarily due to higher gross revenue taxes resulting from higher financial income from loans. 51 NET FINANCIAL INCOME The Bank’s net financial income decreased 13.0% to Ps.261.6 million in 1999, from Ps.300.7 million in 1998. This decline was primarily the result of (i) an increase in financial expenditures related to external financing under the Note Program, (ii) a reduction in income on Pre-Restructuring Loans mainly due to the suspension, effective January 1, 1999, of the accrual of non-cash interest between the "referential" rate and the cash interest rate payable on non-performing loans and the suspension of cash interest accrued on non-performing Pre- and Post-Restructuring Loans. This decrease was partially offset by an increase in income from PostRestructuring Loans. PROVISION FOR LOSSES ON LOANS The following table sets forth the Bank’s provision for loan losses for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Reserve for emergency economic conditions Other TOTAL Charge-offs Ps. 4.0 7.9 Ps. 2.9 18.0 37.8 (55.8) 12.,0 20.9 (42.7) Ps. 38.3 Ps. 108.3 (64.6) 52 Under the Bank’s prior charter and under the Privatization Law the Bank is required to set aside 2.0% of its annual cash interest income to subsidize the repayment of loans for borrowers adversely affected by emergency economic conditions. The provision in connection with this requirement amounted to Ps.4.0 million in 1999 and Ps.2.9 million in 1998. NET CONTRIBUTION FROM INSURANCE The following table sets forth the principal components of the Bank’s net contribution from insurance for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Insurance premiums Life Property damage Unemployment Ps. 37.5 20.7 2.9 Ps. 34.7 21.1 1.8 7.8 (1.8) 59.7 TOTAL PREMIUS Ps. 61.0 Ps. 57.6 5.9 Insurance claims paid Life Property damage Unemployment Ps. (8.5) (0.9) (1.1) Ps. (6.9) (0.4) (0.4) 23.2 125.6 198.7 Ps. (10.5) Ps. (7.7) 37.2 Ps. 50.5 Ps. 49.9 1.1 TOTAL CLAIMS PAIS Net contribution from insurance The Bank’s net contribution from insurance increased 1.1% to Ps.50.5 million in 1999 from Ps.49.9 million in 1998.This increase was primarily the result of increased premiums across the Bank’s entire range of insurance products and a larger proportion of premiums related to PostRestructuring Loans.This increase was partially offset by a 37.2% increase in insurance claims to Ps.10.5 million in 1999 from Ps.7.7 million in 1998, principally due to higher life insurance claims. During the years 1999 and 1998, the Bank set up reserves in the amount of Ps.1.3 and Ps.6.2 million, respectively, to cover the Superintendency of Insurance’s requirements for incurred but not reported claims, outstanding claims and unearned premiums. Effective January 1, 1999, the Bank suspended the accrual of insurance premiums on non-performing loans. The effect of not accruing insurance premiums on nonperforming loans during 1999 reduced the Bank’s net contribution from insurance by Ps.3.6 million. Net contribution from insurance in 1998 included Ps.4.5 million of accrued but not collected insurance premiums on non-performing loans. During the year ended December 31, 1998, the Bank allocated a portion of its reserve for loan losses against such accruals rather than charging them to income. OTHER INCOME FROM SERVICES The following table includes the principal components of the Bank’s other income from services rendered for the years ended December 31, 1999 and 1998. 53 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Commissions Loans servicing fees from third parties AFIP commissions FONAVI commissions Other commissions Ps. 8.8 3.3 4.2 0.8 8.4 5.0 4.9 1.0 5.0 (34.5) (14.6) (26.3) TOTAL COMMISSIONS 17.1 19.4 (11.9) Recovery of loan expenses Others 13.9 2.0 9.2 1.8 51.1 10.6 TOTAL OTHER 15.9 11.0 44.5 Ps. 33.0 Ps. 30.4 8.6 TOTAL 54 The Bank’s other income from services increased 8.6% to Ps.33.0 million in 1999 from Ps.30.4 million in 1998. This increase was primarily caused by larger recoveries of loan expenses from third parties as a result of improved collection efforts, partially offset by lower AFIP commissions due to the termination of the Bank’s appointment as tax collector. Effective January 1, 1999, the Bank suspended the accrual of loan servicing fees on non-performing loans which reduced income from services for the year ended December 31, 1999 by Ps.1.0 million. Other income from services in 1998 includes Ps.5.4 million of accrued but uncollected income from services on non-performing loans. During 1998, the Bank allocated a portion of its reserve for loan losses against such accrual instead of making additional charges to income. OTHER EXPENDITURES ON SERVICES The following table includes the principal components of the Bank’s other expenditures on services for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Commission Structuring and underwriting fees Bank Network originations Collections Banking services Other TOTAL Contributions and taxes on income from services TOTAL The Bank’s other expenditures on services decreased 11.4% to Ps.18.7 million in 1999 from Ps.21.1 million in 1998. The main changes relate to lower commissions paid in connection with originations from the Bank Network and banking services partially offset by higher bond structuring and underwriting commissions paid as a result at higher external financing. ADMINISTRATIVE EXPENSES The following table sets forth the principal components of the Bank’s administrative expenses for the years ended December 31, 1999 and 1998. Ps. 6.4 1.9 3.0 3.7 1.3 Ps. 4.7 4.1 2.7 4.4 2.7 35.0 (54.3) 10.2 (16.4) (50.8) 16.3 18.7 (12.9) 2.4 2.4 (0.2) Ps. 18.7 Ps. 21.1 (11.4) 55 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Salaries and social security contributions Severance payments Bonuses Advertising and publicity Nonrecoverable VAT and other taxes Fees and external administrative services Maintenance and repair Electricity and communications Depreciation of bank premises and equipment Amortization of organizational expenses Other employees services Insurance and security expenses Other TOTAL 56 The Bank’s administrative expenses decreased 2.8% to Ps.140.6 million in 1999 from Ps.144.7 million in 1998, primarily due to (i) a reduction in severance payments to Ps.6.8 million in 1999 from Ps.16.6 million in 1998, as a result of the restructuring process implemented by the Bank since its privatization; (ii) a decrease in taxes related to the portion of VAT fiscal credit charged by the Bank to income in connection with lower expenses; and (iii) lower expenses in advertising and publicity as a result of decline in loan originations. This decrease was partially offset by (i) personnel bonuses, included the accrual of the deferred expense of Ps.5.2 million in the Ps. 62.9 6.8 10.3 3.6 8.6 11.5 4.1 6.9 4.7 3.8 6.8 3.4 7.1 Ps. 64.0 16.6 0.7 10.4 11.5 10.1 3.9 5.5 3.4 1.7 4.9 3.3 8.7 (1.7) (59.0) NM (65.4) (24.7) 13.2 4.9 27.0 37.9 124.3 40.3 3.1 (18.6) Ps. 140.6 Ps. 144.7 (2.8) incentive compensation plan for directors and senior management; (ii) higher fees paid to third parties due to the Bank’s privatization in the first quarter of 1999; and (iii) an increase in employees’ training and other related expenses. MISCELLANEOUS INCOME The following table sets forth the Bank’s miscellaneous income for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Penalty interest Rental income Reversal of reserve for loan losses Reversal of reserve for contingencies and miscellaneous receivables Loan loss recoveries Other TOTAL Ps. 9.8 1.3 7.9 3.3 6.0 Ps. 12.1 1.3 4.6 1.6 9.4 2.1 (19.6) (2.8) 73.8 NM (65.0) 184.3 Ps. 28.3 Ps. 31.1 (9.0) The Bank’s miscellaneous income decreased 9.0% to Ps.28.3 million in 1999 from Ps.31.1 million in 1998 primarily as a result of lower penalty interest charged on mortgage loans as a consequence of improved collections by the Bank in 1999, and the decrease in loan loss recoveries and the reversal of reserve for contingencies and miscellaneous receivables. MISCELLANEOUS EXPENSES The following table sets forth the principal components of the Bank’s miscellaneous expenses for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Provision for insurance contingencies Provision for lawsuits contingencies Provision for other contingencies and miscellaneous receivables Gross revenue tax Other TOTAL Ps. 1.3 3.8 18.7 0.9 8.8 Ps. 6.2 2.1 0.8 1.1 3.9 (78.8) 81.9 NM (15.3) 124.9 Ps. 33.5 Ps. 14.1 138.5 The Bank’s miscellaneous expenses increased 138.5% to Ps.33.5 million in 1999 from Ps.14.1 million in 1998. This increase was primarily the result of (i) Ps.14.8 million increase during 1999 in provision for collection risk and write off of miscellaneous receivables to cover old outstanding balances; and (ii) the creation of provisions for lawsuit contingencies due to the filing of certain labor lawsuits against the Bank. This increase was partially offset by a decrease in provision for insurance contingencies. 57 INCOME TAX The following table sets forth the principal components of the Bank’s income tax for the years ended December 31, 1999 and 1998. 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) TOTAL INCOME BEFORE TAXES Taxable income Income taxes Income taxes as a percentage of: - TOTAL TAXABLE INCOME - TOTAL INCOME BEFORE TAXES Income tax increased in 1999 principally due to taxable income over loans originated or funded pursuant to commitments after October 23, 1997 which are subject to income tax. 58 Non-taxable net income totaled Ps.108.4 million and Ps.182.6 million for 1999 and 1998, respectively. This income for both years includes the following items: (i) financial income from Pre-Restructuring Loans of Ps.164.1 million and Ps.196.5 million, respectively, (ii) financial income from Post-Restructuring Loans of Ps.127.1 million and Ps.157.3 million, respectively, (iii) financial income from CMOs of Ps.9.4 million and Ps.14.2 million, respectively, (iv) net contribution from insurance of Ps.49.7 million and Ps.27.8 million, respectively, less (v) approximately Ps.372.3 million and Ps.289.6 million, respectively, in expenses not directly attributable to non-taxable revenues. Ps. 168.5 Ps. 211.3 (20.3) 60.1 21.0 28.7 10.0 109.6 109.6 35.0% 35.0% - 12.5 4.8 770 bps For the purposes of calculating taxable income, all expenses that are not directly attributable to exempt or non-exempt taxable revenues, including funding costs and overhead expenses, are allocated and applied to exempt and non-exempt revenues in the same proportion as such exempt and non-exempt income represents in the Bank’s overall income, while expenses that are directly attributable to exempt or non-exempt taxable income are allocated accordingly. FUNDING The Bank finances its lending operations mainly through the issuance of bonds, floating rate notes, commercial papers, repos of mortgage trust certificates of participation in the international and domestic capital markets; and medium term deposits from institutional investors. Bank raised funds in the international and domestic capital markets for a total aggregate amount close to Ps. 1 billion, through the issuance of bonds by Ps.256 million, floating rate securities by Ps.100 million, interbank loans by Ps.110 million, commercial papers by Ps.225 million, Ps.201 million in medium term institutional time deposits and Ps.135 million through repo transactions of mortgage trust certificates of participation. Besides, the Bank has established a pass-through securitization program, under which transferred since 1996, through off-balance sheet structures, Ps.305.0 million of individual post-restructuring mortgage loans. Additionally, on March 2000 the Bank issued its fourth mortgage trust (BHN IV) with approximately US$195 million of individual post-restructuring mortgage loans. During February and March 2000, the Bank issued two Corporate Bonds. On February 17, 2000 a 12.625% note due 2003 for an aggregate amount of US$125 million; this represents the first medium term issue from an Argentine corporate in US dollars issuer since June 1999, and on March 16, 2000 a Euro100 million, 9% interest rate bond due 2002. Funding increased 4.0% to Ps.1,988.4 million as of December 31, 1999 compared to Ps.1,912.0 million of the same period of the previous year. In addition, during November 1999 and January 2000, the Bank repurchased Ps.30.4 million of different notes due or with a put option in favor of the Noteholders exercisable in 2000 in the open-market. This decision improved the debt maturity profile and reduced the cost of funding of the Bank. During 1999, in spite of the financial crisis that has directly affected emerging market issuers since August 1998, the 1999 YEAR ENDED DECEMBER, 31 1998 % CHANGE 1999/1998 (in millions of Pesos, except for percentages) Deposits Bonds Borrowings collateralized by mortgage loans Borrowings from banks and international entities Floating rate notes TOTAL Ps. 324.8 1,468.5 132.7 62.4 Ps. 206.4 1,089.5 111.2 241.7 263.2 57.4 34.8 NM (45.1) (76.3) Ps. 1,988.4 Ps. 1,912.0 4.0 59 Set forth below are the maturities of the Bank's sources of funding at December 31, 1999, without consideration of the redemption options which may be exercised on August 8, 2000 and December 3, 2001 in respect of Series 3 Euro Medium-Term Note ("EMTN") Program Notes and Series 4 Global MTN Program Notes, respectively. 2000 2001 2002 2003 THEREAFTER (in million of Pesos) Bonds Borrowings from banks and international entities Floating rate repurchase agreements collateralized by mortgage loans Deposits Ps. 455.1 99.0 Ps. 343.9 33.7 Ps. 99.1 - Ps. 298.0 - Ps. 272.5 - 62.4 264.8 60.0 - - - TOTAL Ps. 881.2 Ps. 437.6 Ps. 99.1 Ps. 298.0 Ps. 272.5 ASSET & LIABILITY MANAGEMENT 60 A principal objective of the management of assets and liabilities is to control the Bank's exposure to market risks including interest rate, currency and risks. The Bank’s asset and liability structure is designed to optimize long and short-term net financial income, while minimizing market risks and associated earnings volatility. Following the ongoing worldwide financial instability, the asset and liability management of the Bank has been focused on preventing any mismatches and seeking to meet the Bank’s cash flow needs. The Bank's finance committee, which is chaired by the Bank’s Chairman and comprised of two Executive Directors and the Chief Financial Officer, meets weekly to monitor positions on an on-going basis and implement the policies set by the Bank’s Board of Directors. # INTEREST RATE SENSITIVITY A key element of the Bank’s assets and liability policy is the management of interest rate sensitivity. Interest rate sensitivity measures the change in net financial income as assets and liabilities reprice following a change in market interest rates. An asset and liability structure is matched when an equal amount of assets and liabilities reprice as a result of a change in interest rates. Any difference between repricing assets and liabilities results in a gap or mismatch and a change in net financial income when interest rates change. As a result of the adverse effects of the worldwide financial instability on the Bank’s ability to access the capital markets and the adverse effects that such instability may have on the Bank’s cost of future funding, the Bank has increased borrowers aggregate financial cost for new loans by approximately 150 bps. through an increase in administrative fees and insurance premiums on new originations after December 1998. 62 # The Bank faces interest rate sensitivity due to the fact that a significant portion of its borrowings from other banks and international entities will mature in three to five years and its loan portfolio consists of mortgage loans with longer maturities. Although no assurance can be given as to the Bank’s interest rate sensitivity, the Bank believes that this risk is reduced to some extent by its equity base, the expected increase in the cash interest rate payable on Pre-Restructuring Loans at the "referential rate", and the average maturity of its portfolio of individual Post-Restructuring Loans. The following table shows the Bank’s interest-earning assets and interest-bearing liabilities positions by repricing period as of December 31, 1998. The table shows that an increase in short-term interest rates (less than twelve months) results in a reduction in the Bank’s net interest income as a higher amount of liabilities than assets reprice, while a decrease in short-term interest rates has the opposite effect. In million of Pesos, except for percentages AS OF DECEMBER 31, 1999 IMMEDIATLY 1 THROUGH 6 6 THROUGH MONTHS 12 MONTHS 1 THROUGH 3 3 THROUGH 5 YEARS YEARS 5 TO 10 10 TO 15 15 TO 20 NON YEARS YEARS YEARS RATES TOTAL SENSITIVE Interest-earning assets Cash and due from banks Government securities Loans (net of reserves) Pre-reestructuring loans-individual mortgage Pre-reestructuring loans-construction projects Pre-reestructuring loans-individual mortgage Pre-reestructuring loans-construction projects Other loans Loan Trust Other receivables from financial transactions 93,4 62,4 - - - - - - - 15,3 - 108,7 62,4 7,9 39,4 46,9 189,7 189,4 461,4 397,9 513,2 - - - - - - - - 5,3 26,5 33,3 148,2 160,2 389,6 241,8 119,5 33,7 75,7 2,7 72,2 3,0 13,5 39,9 5,1 16,8 96,2 24,5 74,4 11,6 83,1 33,8 230,7 24,5 152,0 15,0 35,2 86,1 2,1 328,0 193,2 610,4 - - - 16,0 - - 36,3 22,6 21,5 96,4 TOTAL INTEREST EARNING ASSETS 281.1 154.6 142.1 548.9 444.2 1.115.5 852.6 705.5 Cumulative interest earning assets 281.1 435.7 577.8 1,126.7 1,570.8 2,686.4 3,538.9 26,8 1.872,7 6,7 6,7 2,3 1.126,8 160.8 4.405.2 4,244.4 4,405.2 Interest-Bearing liabilities Bonds Floating rates notes Other banks and international entities Deposits - 275,0 - 189,0 63,0 739,5 - - 275,0 - - - - 1.478,5 63,0 3,8 151,5 20,3 35,4 75,0 77,9 33,8 60,0 - - - - - 132,8 324,8 TOTAL INTEREST BEARING LIABILITIES 155,3 330,6 404,9 833,3 - 275,0 - - - 1.999,0 Assets/liabilities gap 125.8 (176.0) (262.9) (284.4) 444.2 840.5 852.6 705.5 160.8 2,406.1 Cumulative gap 125.8 (50.2) (313.0) (597.4) (153.2) 687.3 Ratio of cumulative gap to cumulative total interest earning assets 63 45% (12)% (54)% (53)% (10)% 26% 1,539.9 2,245.3 2,406.1 44% 53% 55% - - The Bank’s exposure to foreign currency fluctuations arises from its foreign currency-denominated assets and liabilities. At December 31, 1999, the Bank’s total foreign currency- denominated liabilities were Ps.2,354.2 million, all of which were U.S. dollar obligations or had been swapped into U.S. dollar obligations, while the Bank's U.S. dollar-denominated assets were Ps.2,433.2 million. LIQUIDITY The Bank’s general policy is to maintain liquidity adequate to meet its operational needs. The Central Bank’s liquidity regulations require that a liquid reserve of 10.0% to 20.0% of liabilities with a maturity of less than one year be maintained at any time. 64 The Bank’s liquidity ratio (liquid assets, comprising cash and due from banks and government securities to deposits as of December 31, 1999 was 51.81% which the Bank believes is adequate. Due to the Bank’s low level of deposits, the Bank believes that a comparison of such liquidity ratio with that of typical commercial banks is not appropriate. At December 31, 1999, the Bank’s deposits amounted to Ps.330.3 million and its liquid assets consisted of cash and due from banks of Ps.108.7 million and Argentine government securities of Ps.62.4 million. The Bank’s principal uses of cash relate to the disbursement of new loans, interest payments on the Bank’s debt and administrative expenses. The Bank’s most important sources of cash are loan collections and revenues from its insurance and servicing activities. At December 31, 1999, the Bank had an aggregate of Ps.881.2 million of maturities due within twelve months, including Ps.264.8 million of deposits maturities, and an additional Ps.100.0 million subject to put at the option of note or bond holders. CAPITAL EXPENDITURES In 1999, capital expenditures amounted to Ps.8.0 million compared to Ps.17.3 million in 1998. In 1999, principal investments related to improvements being made to and the purchases of equipment and furniture for the Bank's new headquarters building and to complete ongoing Post-Restructuring construction projects. In 1998, the Bank had capital expenditures of Ps.17.3 million related primarily to improvements being made to and the purchase of equipment and furniture for its new building. Capital expenditures during 1999 and 1998 were financed by the Bank’s operations. The amounts of expenditures for each principal investment were as follows: AT DECEMBER, 31 1999 1998 (in million of Pesos) New headquarters building Completion expense of construction projects in default (1) OTHER PS. 2.4 1.0 4.6 PS. 8.7 2.6 6.0 TOTAL PS. 8.0 PS. 17.3 (1) These capital expenditures relate to disbursements on construction projects assumed by the Bank after default by the borrower. These projects are in the final stages of construction and the bank intends to sell the housing units to individual purchasers. ASSET QUALITY The ratio of non-performing loans in the individual postrestructuring portfolio improved 90bps and to 3.1%, compared to 4.0% as of December 31 1998 The ratio of non-performing loans in the prerestructuring portfolio decreased 220bps to 21.1% from 23.3% as of December 31, 1998. The non-performing loans ratio for the postrestructuring construction projects portfolio was 29.2%, compared to 10.0% as of December 31,1998. This increase reflects the policy established by the Board of Directors to downgrade those projects that could have difficulties in selling the units. remaining almost unchanged from 14.5% as of December 31, 1998, while the ratio of total non performing financing to total financing improved 10bps to 14.5% from 14.6% at December 31, 1998. The significant improvements in the asset quality of the pre-restructuring and post-restructuring individual portfolios, which represent almost 90% of the loans recorded on balance sheet, are a consequence of the active delinquency management policy put into effect during this year and the new information systems by the Bank. The level of coverage of reserves for loan losses over non-performing loans amounted to 59.9% as of December 31, 1999, compared to 67.3% as of December 31, 1998. Furthermore, the total ratio of non-performing loans over total loans as of December 31, 1999 was 14.6%, YEAR ENDED DECEMBER, 31 1999 % CHANGE 1998 1999 / 1998 (in millions of Pesos, except for percentages) 4,612,649 4,470,416 3,18 % TOTAL NON-PERFORMING LOANS 672,741 649,691 3,55 % NON-PERFORMING LOANS / TOTAL LOAN PORTFOLIO 14.58 % 14.53 % 5 bps 21.1 % 23.3 % (220) bps 9.1 % 5.2 % 390 bps 3.1 % 4.0 % (90) bps 29.2 % 10.0 % 1920 bps (437,334) (529,294) (17.37) % (4,034) 38,299 (16,355) 108,315 (75.33) % (64.64) % (403,069) (437,334) (7.83) % 59.9 % 8.7 % 67.3 % 9.8 % (740) bps (110) bps TOTAL LOAN PORTFOLIO (before reserves) Non performing pre-restructuring loans / Total pre-restructuring loan portfolio Non performing post-restructuring loans / Total post-restructuring loan portfolio Non performing post-restructuring loans-individual mortgages / Total post-restructuring loan portfolio-individual mortgages Non performing post-restructuring loans-construction projects / Total post-restructuring loans - construction projects RESERVE FOR LOAN LOSSES (at the begging of the year) Provisions charge to income* Write offs RESERVE FOR LOAN LOSSES (at the end of the year) Reserve for loan losses / Total non-performing loans Reserve for loan losses / Total loan portfolio * Net of reversal for loan losses 65 SENIOR MANAGEMENT EDUARDO SERGIO ELSZTAIN (*) CHAIRMAN Mr. Elsztain studied economics at the University of Buenos Aires. He has been engaged in the real estate business for more than 10 years and has been Chairman of the Board of Directors of IRSA since 1991. He has also served as a director of several other real estate companies. He founded Consultores Asset Management S.A. and has served as its President since 1989. He is also Chairman of the Board of Cresud and Alto Palermo S.A. ("APSA"), as well as a Director of Brazil Realty S.A. Empreendimentos e Participações ("Brazil Realty"). 66 CLARISA DIANA LIFSIC DIRECTOR / VP CONTROLLER Ms. Lifsic holds a degree in economics from the University of Buenos Aires and a master of science in management from the Massachusetts Institute of Technology. She has held various financial positions in private sector companies since 1985. She has worked for Banco de Crédito Argentino, Citibank New York, Roberts Capital Markets and IRSA. She is presently a Managing Director of Consultores Asset Management S.A. and a Director and Chief Financial Officer of Cresud. ROBERTO APELBAUM HAROLD JOSEPH FREIMAN (*) VICE CHAIRMAN / CEO Mr. Freiman has 19 years of experience in financial business. He worked for Citibank and the Bank of America in different countries from 1978 until 1988. In addition, from 1994 to 1997, he was a Director of Italian Leather. Mr. Freiman, holds a Bachelor of Arts degree in Philosophy and a Master of Business Administration from New York University. VP PROJECT FINANCING AND ADMINISTRATION Mr. Apelbaum obtained a degree in civil engineering (construction) from the Universidad de Buenos Aires in 1980. Since then, he has been involved in a substantial number of private real-estate and commercial projects. Among other positions, he has been the general manager of the Abril Project in Berazategui, Province of Buenos Aires. (*) On January 6, 2000, the Board accepted Mr. Pablo Rojo’s resignation as Chairman of the Bank’s Board of Directors and Chief Executive Officer. Mr. Eduardo Elsztain, Chairman of IRSA and Vice Chairman of the Bank, is currently performing Mr. Rojo’s duties as Chairman of the Board. Mr. Harold Freiman, the Bank’s Deputy CEO, is the new CEO of the Bank. GUSTAVO DANIEL EFKHANIAN JAMES PETER SCRIVEN VP DELINQUENCY CHIEF FINANCIAL OFFICER Mr. Efkhanian served as Executive Director of the Bank from 1997 to 1999, Director since 1993 and has served in various capacities at the Bank since 1991. Previous thereto, Mr. Efkhanian served as a government appointed advisor to the Bank in connection with the 1989-1993 Restructuring. Mr. Efkhanian has also served as an Alternate Director of BICE. From 1988 to 1991, Mr. Efkhanian was an Economist for the Instituto de Estudios Económicos de la Realidad Argentina y Latinoamericana. Mr. Efkhanian received a degree in economics from the University of Córdoba. Mr. Scriven joined the Bank in 1995, originally as Assistant to the General Business Manager and was primarily responsible of the structuring and implementation of the Bank’s securitization programs. Since 1995 he has been a member of the financial committee of the Bank. Since March 1997, he has been the Bank’s Chief Financial Officer. Before joining the Bank, he was the Capital Markets Officer at Banco UNB S.A. Mr. Scriven has received a masters in financial administration from CEMA University Institute and a degree in business administration from the Argentine Catholic University. 67 ERNESTO VIÑES JEFFREY SCOTT HOBERMAN VP GENERAL COUNSEL INSURANCE MANAGER Mr. Viñes obtained a degree in law from the Universidad de Buenos Aires. He has been an alternate director for Alto Palermo S.A. since 1994 and is a partner at the law firm of Zang, Mochón, Bergel & Viñes. He is also been a member of the board of directors of IRSA and an alternate director of Cresud, among other companies. Before his appointment as Insurance Manager in 1997, he was an Assistant to the Chairman and, in such capacity, co-directed the Bank’s first U.S. dollar-denominated mortgage-backed security transaction (BHN I Mortgage Fund). Prior to joining the Bank in 1994, Mr. Hoberman held positions as a World Bank consultant for the Ministry of Economy. Mr. Hoberman received his law degree from Harvard Law School in 1992 and a bachelors in economics and political science from Yale University in 1989. He has also studied at the London School of Economics.