FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August, 2007
Commission File Number: 001-12568
BBVA FRENCH BANK S.A.
(Translation of registrants name into English)
Reconquista 199, 1006
Buenos Aires, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
TABLE OF CONTENTS
Item
1. | Financial Statements as of June 30, 2007 together with Independent Auditors´ Limited Review Report |
FINANCIAL STATEMENTS AS OF JUNE 30, 2007
TOGETHER WITH INDEPENDENT
AUDITORS´ LIMITED REVIEW REPORT
BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 12-31-2006 | |||
ASSETS: |
||||
A. CASH AND DUE FROM BANKS: |
||||
Cash |
530,079 | 559,613 | ||
Due from banks and correspondents |
1,939,195 | 1,974,445 | ||
2,469,274 | 2,534,058 | |||
B. GOVERNMENT AND PRIVATE SECURITIES: |
||||
Holdings in investment accounts (Exhibit A) |
, | 308,976 | ||
Holdings for trading or financial transactions (Exhibit A) |
349,069 | 102,726 | ||
Unlisted Government Securities (Exhibit A) |
915,860 | 843,792 | ||
Instruments issued by the Argentine Central Bank (BCRA) (Exhibit A) |
2,271,856 | 1,702,817 | ||
Investments in listed private securities (Exhibit A) |
23,751 | 30 | ||
Less: Allowances (Exhibit J) |
15,139 | 15,139 | ||
3,545,397 | 2,943,202 | |||
C. LOANS: |
||||
To government sector (Exhibits B, C and D) |
1,427,296 | 2,118,381 | ||
To financial sector (Exhibits B, C and D) |
497,252 | 429,893 | ||
To non financial private sector and residents abroad (Exhibits B, C and D) |
6,840,012 | 6,277,489 | ||
Overdraft |
1,580,340 | 1,469,371 | ||
Discounted instruments |
955,935 | 793,195 | ||
Real estate mortgage |
575,328 | 460,559 | ||
Collateral Loans |
16,920 | 10,300 | ||
Consumer |
927,236 | 689,019 | ||
Credit cards |
609,671 | 526,416 | ||
Other (Note 5 a.) |
2,112,807 | 2,270,384 | ||
Interest and listed-price differences accrued and pending collection |
68,204 | 63,788 | ||
Less: Interest documented together with main obligation |
6,429 | 5,543 | ||
Less: Difference arising from purchase of portfolio |
91 | 90 | ||
Less: Allowances (Exhibit J) |
176,286 | 165,842 | ||
8,588,183 | 8,659,831 | |||
D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS: |
||||
Argentine Central Bank (BCRA) |
449,362 | 423,032 | ||
Amounts receivable for spot and forward sales to be settled |
105,982 | 33,626 | ||
Instruments to be received for spot and forward purchases to be settled |
453,859 | 333,610 | ||
Unlisted corporate bonds (Exhibits B, C and D) |
58,828 | 58,684 | ||
Non-deliverable forward transactions balances to be settled |
768 | 1,052 | ||
Other receivables not covered by debtor classification regulations |
20,868 | 18,066 | ||
Other receivables covered by debtor classification regulations (Exhibits B, C and D) |
32,035 | 26,654 | ||
Interest accrued and pending collection not covered by debtor classification regulations |
14,818 | 6,973 | ||
Interest accrued and pending collection covered by debtor classification regulations |
1 | , | ||
Less: Allowances (Exhibit J) |
1,073 | 996 | ||
1,135,448 | 900,701 | |||
E. ASSETS SUBJECT TO FINANCIAL LEASING: |
||||
Assets subject to financial leasing (Exhibits B, C and D) |
272,689 | 231,503 | ||
Less: Allowances (Exhibit J) |
3,834 | 3,369 | ||
268,855 | 228,134 | |||
F. INVESTMENTS IN OTHER COMPANIES: |
||||
In financial institutions (Exhibit E) |
30,012 | 27,685 | ||
Other (Note 5.b.) (Exhibit E) |
395,982 | 367,456 | ||
Less: Allowances (Exhibit J) |
3,074 | 3,053 | ||
422,920 | 392,088 | |||
G. OTHER RECEIVABLES: |
||||
Receivables from sale of property assets (Exhibits B, C and D) |
85 | 129 | ||
Other (Note 5.c.) |
146,491 | 474,285 | ||
Tax on minimum presumed income Tax Credit |
150,487 | 118,746 | ||
Other accrued interest receivable |
1 | 1 | ||
Less: Allowances (Exhibit J) |
29,571 | 361,062 | ||
267,493 | 232,099 | |||
H. PREMISES AND EQUIPMENT (Exhibit F): |
363,875 | 367,315 | ||
I. OTHER ASSETS (Exhibit F): |
41,185 | 34,359 | ||
J. INTANGIBLE ASSETS (Exhibit G): |
||||
Goodwill |
15,515 | 18,829 | ||
Organization and development expenses |
192,306 | 356,726 | ||
207,821 | 375,555 | |||
K. SUSPENSE ITEMS: |
5,154 | 12,980 | ||
TOTAL ASSETS: |
17,315,605 | 16,680,322 | ||
- 1 -
(Contd.)
BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 12-31-2006 | |||
LIABILITIES: |
||||
L. DEPOSITS (Exhibits H and I): |
||||
Government sector |
103,659 | 73,150 | ||
Financial sector |
168,487 | 156,412 | ||
Non financial private sector and residents abroad |
13,071,433 | 12,419,328 | ||
Checking accounts |
2,502,224 | 2,236,053 | ||
Savings deposits |
3,624,560 | 3,415,210 | ||
Time deposits |
6,334,200 | 6,060,375 | ||
Investments accounts |
20,694 | 144,286 | ||
Other |
487,521 | 453,849 | ||
Interest and listed-price differences accrued payable |
102,234 | 109,555 | ||
13,343,579 | 12,648,890 | |||
M. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS: |
||||
BCRA (Exhibit I) |
1,854 | 1,761 | ||
Other |
1,854 | 1,761 | ||
Banks and International Institutions (Exhibit I) |
254,019 | 178,943 | ||
Non-subordinated corporate bonds |
, | 248,638 | ||
Amounts payable for spot and forward purchases to be settled |
416,680 | 302,591 | ||
Instruments to be delivered for spot and forward sales to be settled |
111,246 | 34,264 | ||
Financing received from Argentine financial institutions (Exhibit I) |
87,000 | 233,332 | ||
Non-deliverable forward transactions balances to be settled |
502 | 206 | ||
Other (note 5.d.) (Exhibit I) |
529,107 | 470,419 | ||
Interest and listed-price differences accrued payable (Exhibit I) |
3,606 | 6,436 | ||
1,404,014 | 1,476,590 | |||
N. OTHER LIABILITIES: |
||||
Other (Note 5.e.) |
184,140 | 203,823 | ||
184,140 | 203,823 | |||
O. ALLOWANCES (Exhibit J): |
363,061 | 392,478 | ||
P. SUSPENSE ITEMS: |
4,843 | 3,957 | ||
TOTAL LIABILITIES: |
15,299,637 | 14,725,738 | ||
STOCKHOLDERS EQUITY: (as per the related statements of changes in stockholders´ equity) |
2,015,968 | 1,954,584 | ||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY: |
17,315,605 | 16,680,322 | ||
- 2 -
MEMORANDUM ACCOUNTS
(Translation of financial statements originally issued in Spanish - See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 12-31-2006 | |||
DEBIT ACCOUNTS |
||||
Contingent |
||||
Credit lines obtained (unused balances) |
194,798 | , | ||
Guarantees received |
2,872,377 | 3,456,411 | ||
Contra contingent debit accounts |
520,957 | 345,094 | ||
3,588,132 | 3,801,505 | |||
Control |
||||
Receivables classified as irrecoverable |
311,924 | 332,529 | ||
Other (Note 5.f.) |
32,259,779 | 29,547,920 | ||
Contra control debit accounts |
333,912 | 287,247 | ||
32,905,615 | 30,167,696 | |||
Derivatives |
||||
Notional amount of non-deliverable forward transactions |
875,004 | 387,777 | ||
Interest rate SWAP |
222,000 | 30,000 | ||
Others |
50,000 | , | ||
Contra debit derivatives accounts |
898,964 | 283,243 | ||
2,045,968 | 701,020 | |||
For trustee activities |
||||
Funds in trust |
4,219 | 17,522 | ||
4,219 | 17,522 | |||
TOTAL |
38,543,934 | 34,687,743 | ||
CREDIT ACCOUNTS |
||||
Contingent |
||||
Credit lines granted (unused portion) covered by debtor classification regulations (Exhibits B, C and D) |
17,336 | 13,695 | ||
Guarantees provided to the BCRA |
52,971 | 52,743 | ||
Other guarantees given covered by debtor classification regulations (Exhibits B, C and D) |
152,859 | 169,825 | ||
Other guarantees given non covered by debtor classification regulations |
72,228 | 8,254 | ||
Other covered by debtor classification regulations (Exhibits B, C and D) |
225,563 | 100,577 | ||
Contra contingent credit accounts |
3,067,175 | 3,456,411 | ||
3,588,132 | 3,801,505 | |||
Control |
||||
Items to be credited |
281,669 | 228,192 | ||
Other |
52,243 | 59,055 | ||
Contra control credit accounts |
32,571,703 | 29,880,449 | ||
32,905,615 | 30,167,696 | |||
Derivatives |
||||
Notional amount of non-deliverable forward transactions |
898,964 | 283,243 | ||
Contra debit derivatives accounts |
1,147,004 | 417,777 | ||
2,045,968 | 701,020 | |||
For trustee activities |
||||
Contra credit accounts for trustee activities |
4,219 | 17,522 | ||
4,219 | 17,522 | |||
TOTAL |
38,543,934 | 34,687,743 | ||
The accompanying notes 1 through 17 and exhibits A through L, N and O are an integral part of these statements.
- 3 -
STATEMENTS OF INCOME FOR THE SIX MONTH PERIODS
ENDED JUNE 30, 2007 AND 2006
(Translation of financial statements originally issued in Spanish See Note 17)
- Stated in thousands of pesos -
06-30-2007 | 06-30-2006 | |||
A. FINANCIAL INCOME |
||||
Interest on cash and due from banks |
9,373 | 9,927 | ||
Interest on loans to the financial sector |
25,911 | 11,045 | ||
Interest on overdraft |
66,096 | 39,587 | ||
Interest on discounted instruments |
38,232 | 22,380 | ||
Interest on real estate mortgage |
27,737 | 21,340 | ||
Interest on collateral loans |
654 | 634 | ||
Interest on credit card loans |
24,203 | 12,664 | ||
Interest on other loans |
134,102 | 83,525 | ||
Interest on other receivables from financial transactions |
11,009 | 18,869 | ||
Income from secured loans - Decree 1387/01 |
75,329 | 114,001 | ||
Net income from government and private securities |
172,793 | 157,200 | ||
Indexation by benchmark stabilization coefficient (CER) |
121,421 | 229,469 | ||
Other |
99,172 | 65,359 | ||
806,032 | 786,000 | |||
B. FINANCIAL EXPENSE |
||||
Interest on checking accounts |
12,884 | 15,691 | ||
Interest on savings deposits |
3,147 | 2,294 | ||
Interest on time deposits |
207,641 | 130,559 | ||
Interest on financing to the financial sector |
1,379 | 380 | ||
Interest on other liabilities from financial transactions |
11,503 | 19,270 | ||
Other interest |
6,225 | 9,589 | ||
Indexation by CER |
33,402 | 80,379 | ||
Other |
30,568 | 20,816 | ||
306,749 | 278,978 | |||
GROSS INTERMEDIATION MARGIN GAIN |
499,283 | 507,022 | ||
C. ALLOWANCES FOR LOAN LOSSES |
22,860 | 35,844 | ||
D. SERVICE CHARGE INCOME |
||||
Related to lending transactions |
65,713 | 44,741 | ||
Related to liability transactions |
148,860 | 114,866 | ||
Other commissions |
22,556 | 19,080 | ||
Other (Note 5.g.) |
78,526 | 62,769 | ||
315,655 | 241,456 | |||
E. SERVICE CHARGE EXPENSE |
||||
Commissions |
48,746 | 37,556 | ||
Other (Note 5.h.) |
16,810 | 12,144 | ||
65,556 | 49,700 | |||
- 4 -
(Contd.)
STATEMENTS OF INCOME FOR THE SIX PERIODS
ENDED JUNE 30, 2007 AND 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
06-30-2007 | 06-30-2006 | |||
F. ADMINISTRATIVE EXPENSES |
||||
Payroll expenses |
220,292 | 184,861 | ||
Fees to Bank Directors and Statutory Auditors |
165 | 135 | ||
Other professional fees |
11,493 | 10,534 | ||
Advertising and publicity |
25,118 | 22,416 | ||
Taxes |
11,603 | 9,304 | ||
Other operating expenses (Note 5.i.) |
81,295 | 71,724 | ||
Other |
35,757 | 23,355 | ||
385,723 | 322,329 | |||
NET GAIN FROM FINANCIAL TRANSACTIONS |
340,799 | 340,605 | ||
G. OTHER INCOME |
||||
Income from long-term investments |
32,542 | 22,088 | ||
Punitive interests |
392 | 217 | ||
Loans recovered and reversals of allowances |
379,436 | 31,639 | ||
Other (Note 5.j.) |
15,232 | 92,342 | ||
427,602 | 146,286 | |||
H. OTHER EXPENSE |
||||
Punitive interests and charges paid to BCRA |
14 | 444 | ||
Charge for uncollectibility of other receivables and other allowances |
78,062 | 259,788 | ||
Amortization of difference arising from judicial resolutions |
179,515 | 112,752 | ||
Other (Note 5.k.) |
359,426 | 28,043 | ||
617,017 | 401,027 | |||
NET INCOME FOR THE PERIOD |
151,384 | 85,864 | ||
The accompanying notes 1 through 17 and exhibits A through L, N and O are an integral part of these statements.
- 5 -
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2007 AND 2006
(Translation of financial statements originally issued in Spanish See Note 17)
- Stated in thousands of pesos
2007 | Retained earnings |
2006 | |||||||||||||||
Capital |
Non capitalized contributions |
Unappropriated earnings |
Total | Total | |||||||||||||
Movements |
Issuance premiums |
Adjustments to stockholders equity (1) |
Legal | ||||||||||||||
1. Balance at beginning of fiscal year |
471,361 | 175,132 | 312,979 | 465,317 | 529,795 | 1,954,584 | 1,801,547 | ||||||||||
2. Shareholders Meeting held on April 26, 2007 and April 27, 2006 |
|||||||||||||||||
- Dividends paid in cash |
, | , | , | , | (90,000 | ) | (90,000 | ) | (27,000 | ) | |||||||
- Statutory reserve |
, | , | , | 82,064 | (82,064 | ) | , | , | |||||||||
3. Net income for the period |
, | , | , | , | 151,384 | 151,384 | 85,864 | ||||||||||
4. Balance at the end of the period |
471,361 | 175,132 | 312,979 | 547,381 | 509,115 | 2,015,968 | 1,860,411 | ||||||||||
(1) | Adjustments to stockholders equity refer to Adjustment to Capital Stock. |
The accompanying notes 1 through 17 and exhibits A through L, N and O are an integral part of these statements.
- 6 -
STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIODS
ENDED JUNE 30, 2007 AND 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 06-30-2006 | |||||
CHANGES IN CASH |
||||||
Cash and due from banks at beginning of fiscal year |
2,534,058 | 1,594,550 | ||||
(Decrease) / Increase in cash and due from banks |
(64,784 | ) | 297,670 | |||
Cash and due from banks at end of the period |
2,469,274 | 1,892,220 | ||||
REASONS FOR CHANGES IN CASH |
||||||
Financial income collected |
848,648 | 1,237,481 | ||||
Service charge income collected |
315,563 | 241,297 | ||||
Less: |
||||||
Financial expenses paid |
287,025 | 243,123 | ||||
Service charge expenses paid |
65,556 | 49,700 | ||||
Operating expenses paid |
405,822 | 326,371 | ||||
FUNDS PROVIDED BY ORDINARY OPERATIONS |
405,808 | 859,584 | ||||
OTHER SOURCES OF FUNDS |
||||||
Net increase in other liabilities from financial from financial transactions (*) |
, | 167,992 | ||||
Net increase in deposits (*) |
700,544 | 882,539 | ||||
Net decrease in other liabilities (**) |
236,874 | , | ||||
Net decrease in other receivables from financial transactions (**) |
744,487 | 28,473 | ||||
Other sources of funds (**) |
43,650 | 112,498 | ||||
TOTAL OF SOURCES OF FUNDS |
1,725,555 | 1,191,502 | ||||
USE OF FUNDS |
||||||
Net increase in government and private securities (**) |
429,402 | 933,226 | ||||
Net increase in loans (**) |
218,552 | 558,275 | ||||
Net increase in other assets (**) |
105,855 | 183,978 | ||||
Net decrease in other liabilities from financial transactions (*) |
996,959 | , | ||||
Net decrease in other liabilities (*) |
, | 31,753 | ||||
Dividends paid in cash (**) |
90,000 | 27,000 | ||||
Other uses of funds (*) |
355,379 | 19,184 | ||||
TOTAL USES OF FUNDS |
2,196,147 | 1,753,416 | ||||
(DECREASE) / INCREASE IN FUNDS |
(64,784 | ) | 297,670 | |||
(*) Includes variations originated in financing activities. |
(414,920 | ) | 999,594 | |||
(**) Includes variations originated in investing activities. |
(55,672 | ) | (1,561,508 | ) |
The accompanying notes 1 through 17 and exhibits A through L, N and O are an integral part of these statements.
- 7 -
NOTES TO THE FINANCIAL STATEMENTS AS OF JUNE 30, 2007, PRESENTED IN
COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2006, AND
THE STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS EQUITY AND CASH
FLOWS AS OF JUNE 30, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
(Stated in thousands of pesos)
1 | CORPORATE SITUATION AND BANKS ACTIVITIES |
1.1 | Corporate situation |
BBVA Banco Francés S.A. (BF) has its main place of business in Buenos Aires, Argentina, and operates a 232-branch network.
As from December, 1996, BF is part of Banco Bilbao Vizcaya Argentaria S.A. (BBVA) global strategy, which controls the bank, direct and indirectly, with 75.97% of the corporate stock as of June 30, 2007.
Part of BFs corporate stock is publicly traded and has been registered with the Buenos Aires Stock Exchange, New York Stock Exchange and Madrid Stock Exchange.
1.2 | Capital stock |
Changes in the Banks capital stock during the last 5 fiscal years are as follows:
Date of | ||||||||||
Stockholders Meeting deciding on the issuance |
Registration with the Public Registry of Commerce |
Form of placement |
Amount | Total | ||||||
Capital Stock as of December 31, 1999: | 209,631 | |||||||||
08-07-2002 | 02-06-2003 | (1 | ) | 158,497 | 368,128 | (2) | ||||
04-22-2004 | 01-25-2005 | (1 | ) | 103,233 | 471,361 | (2) |
(1) | Through public subscription of shares. |
(2) | The amount of Capital Stock is fully paid in and authorized for public offering by National Securities Commission (CNV). |
1.3 | Responsibility of stockholders |
BBVA Banco Francés S.A. is a corporation established under the laws of the Argentine Republic, and the responsibility of its stockholders is limited to the value of the paid - in shares, in accordance with Law No. 19,550. As a result, in compliance with Law No. 25,738, it is hereby informed that neither the foreign capital majority stockholders nor the local or foreign stockholders will respond, in excess of the mentioned paid-in stockholding, for the liabilities arising out of the transactions performed by the financial institution.
- 8 -
2 | SIGNIFICANT ACCOUNTING POLICIES |
2.1 | Restatement of the financial statements in equivalent purchasing power |
The financial statements have been taken from the Banks books of account in conformity with the standards of the BCRA.
These financial statements recognize the effects of the changes in the purchasing power of the currency through February 28, 2003, following the restatement method established by Argentine Federation of Professional Council in Economic Sciences (FACPCE) Technical Pronouncement No. 6 (modified by Technical Pronouncement No.19), using adjustment rates derived from the Internal Wholesale Price Index published by the National Institute of Statistics and Census (I.N.D.E.C.).
Accordingly to the above mentioned method, the accounting figures were restated due to the purchasing power changes through August 31, 1995. As from that date, based in the prevailing economic stability conditions and accordingly with CNV General Resolution No. 272 and BCRA Communication A 2365, the accounting figures were not restated through December 31, 2001. In view of CNV General Resolution No. 415 and BCRA Communication A 3702, the method was reinstated effective as from January 1, 2002, considering the previous accounting figures as restated as of December 31, 2001.
By Communication A 3921 of the BCRA and General Resolution No. 441/03 of the CNV, in compliance with Decree 664/03 of the Federal Executive, application of the restatement method on financial statements in equivalent purchasing power has been suspended as from March 1, 2003. Accordingly, BBVA Banco Francés S.A. applied the mentioned restatement until February 28, 2003.
2.2 | Comparative information |
In accordance with BCRA Communication A 4265, the Balance Sheet and the Exhibits that so specify include the comparative information as of December 31, 2006, while the Statements of Income, of Changes in Stockholders Equity and of Cash Flows show comparative information as of June 30, 2006.
2.3 | Valuation methods |
The main valuation methods used in the preparation of the financial statements have been as follows:
a) | Foreign currency assets and liabilities: |
As of June 30, 2007 and the end of the previous fiscal year, such amounts were converted at the benchmark exchange rate of the BCRA as of the closing date of transactions on the last business day of the period or fiscal year. The exchange differences were charged to income (loss) for the period or fiscal year.
b) | Government and private securities: |
Government securities:
| Holdings in investment accounts: |
As of December 31, 2006:
| Discount Bonds: they were recorded at the book value of the instruments delivered for exchange less payments received during 2004 and 2005, without exceeding the nominal cash flow amount until maturity applicable under the terms and conditions of the bonds received. |
As of December 31, 2006, the Entity set up allowances (see Allowances for Other Contingencies in Exhibit J) to cover the difference between the amounts recorded as described above and the market value.
- 9 -
These holdings were sold during the current year.
| Federal Government Bonds in US Dollars LIBOR 2012 Compensation: |
They were valued based on the quotation prevailing at the end of the fiscal year plus outstanding coupons.
On October 13 and 23, 2006, the Bank received the Bonds related to compensation and hedging as well as the amounts reflecting principal and interest outstanding as of the date they were received. The Bank subscribed Boden 2012, the Bond related to hedging in cash and with these two occurrences the compensation issue was considered complete in accordance with applicable regulations.
These holdings were sold during the current year.
| Holdings for trading or financial transactions and instruments issued by the BCRA: they were valued based on current listed prices for each security as of June 30, 2007 and the end of the previous fiscal year. Differences in listed prices were credited/charged to income for the period or fiscal year. |
| Unlisted government securities: this includes the Guaranteed Bonds issued by the National Government, maturing in 2020 and received in relation to the restructuring of the Provincial Development Trust Funds indebtedness. As of June 30, 2007 and the end of the previous fiscal year these bonds were valued at the lower of present or technical value (including adjustment and accrued interest), as established by Communication A 3911 as amended of the BCRA, less of the estimated allowance to impairment value. |
Investments in listed private securities:
| Equity and debt instruments: they were valued based on current listed prices as of June 30, 2007 and the end of the previous fiscal year. Differences in listed prices were charged to income for the period or fiscal year. |
c) | Government loans: |
Federal Government secured loans Decree No. 1387/2001:
As of June 30, 2007 and the end of the previous fiscal year, these loans were valued at the lower of present or technical value, as established by Communication A 3911 of the BCRA.
The present value as of June 30, 2007 and the end of the previous fiscal year was calculated by discounting the cash flows as per the relevant contracts at an annual rate of 4,65% and 5% respectively, in accordance with the provisions of the abovementioned Communication for June, 2007 and December 2006.
The technical value was calculated in accordance with the swap values established by the Ministry of Economy at November 6, 2001 converted into pesos at rate of $ 1.40 per dollar plus CER plus interest accrued through the end of the period or fiscal year.
The net effect of differences between the value determined for each loan (the lower of present or technical value) and their theoretical value was charged to the balancing account under Loans established by Communication A 3911.
In accordance with the abovementioned communication, the theoretical value was calculated based on the book value at February 28, 2003, net of the balancing account derived from the swap set forth by Decree 1387/01 and restated by the CER through the end of the period or fiscal year.
- 10 -
d) | Interest accrual: |
Interest has been accrued according to a compound interest formula in the periods in which it was generated, except interest on transactions in foreign currency, those whose maturity does not exceed 92 days, and adjustable assets and liabilities and loans to financial sector which were apportioned on a linear basis.
e) | Benchmark stabilization coefficient (CER): |
As of June 30, 2007 and the end of the previous fiscal year, receivables and payables have been adjusted to the CER as follows:
- | Federal government guaranteed loans have been adjusted under Resolution 50/2002 of the Ministry of Economy, which resolved that the CER effective 10 (ten) days prior to the maturity date of the related service will be considered for yield and repayments of the loans. |
- | Loans to private sector and receivables from sale of assets (subject to conversion into pesos): they have been adjusted in accordance with Communication A 3507 of the BCRA and supplementary regulations, which resolved that the payments through September 30, 2002, were made under the original terms of each transaction and were booked as prepayments, where as from February 3, 2002, the principal was adjusted to the CER prevailing on June 30, 2007 and the end of the previous fiscal year, deducting the prepayments mentioned above as from the payment date, except those subject to the provisions of Decrees 762/02 and 1242/02, which excluded the application of that coefficient from some mortgage, pledge, personal and other lines of credit. |
- | Federal Government Secured Bonds due in 2020: have been adjusted under Resolution 539/2002 of the Ministry of Economy, which resolved that the CER effective 5 (five) days prior to the maturity date of the related service will be considered for yield and repayment of the bonds. |
- | Deposits and other assets and liabilities: have been adjusted considering the CER prevailing as of June 30, 2007 and the end of the previous fiscal year. |
f) | Allowance for loan losses and contingent commitments: |
For loans, other receivables from financial transactions, assets subject to financing leasing, receivables from sale of property assets and contingent commitments: the allowances have been calculated based on the Banks estimated loan loss risk in light of debtor compliance and the collaterals supporting the respective transactions, as provided by Communication A 2950 and supplemented of the BCRA.
g) | Instruments to be received and to be delivered for spot and forward transactions to be settled: |
- | In foreign currency: as of June 30, 2007 and the end of the previous fiscal year, they were valued according to the bench-mark exchange rate of the BCRA for each currency determined on the last business day of the end of the period or fiscal year. |
- | Holdings in investments: |
Holdings for purchase-sale or intermediation transactions (Government and private securities) as well as instruments issued by the BCRA in accordance with the method described in 2.3.b) above.
h) | Amounts receivable and payable for spot and forward transactions pending settlement: |
They were valued based on the prices agreed upon for each transaction, plus related premiums accrued as of June 30, 2007 and the end of the previous fiscal year.
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i) | Unlisted Corporate Bonds: |
They were valued at acquisition cost plus income accrued but not collected as of June 30, 2007 and the end of the previous fiscal year.
j) | Assets subject to financing leasing: |
As of June 30, 2007 and the end of the previous fiscal year, they have been valued at the present value of unaccrued installments calculated as per the conditions agreed upon in the respective contracts, applying the imputed interest rate thereto.
k) | Investments in other companies: |
- | Investments in controlled financial institutions, supplementary activities and authorized: they were valued based on the following methods: |
| Francés Valores Sociedad de Bolsa S.A., Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A., Consolidar Cía. de Seguros de Vida S.A., Consolidar Cía. de Seguros de Retiro S.A., PSA Finance Argentina Compañía Financiera S.A. and Atuel Fideicomisos S.A.: were valued by the equity method at the end of the period or fiscal year. |
- | Investments in non controlled financial institutions, supplementary activities and authorized: they were valued according to the following methods: |
| Rombo Cía. Financiera S.A., Visa Argentina S.A., Banelco S.A. and Interbanking S.A.: were valued by applying the equity method at the end of the period or fiscal year. |
| Bladex S.A. (included in Other - Foreign): was valued at acquisition cost in foreign currency plus the nominal value of stock dividends received, converted into pesos based on the method described in 2.3.a). |
| Other: valued at acquisition cost, without exceeding their recoverable value. |
- | Other non controlled affiliates: they were valued based on the following methods: |
| Consolidar A.R.T. S.A. and BBVA Consolidar Seguros S.A.: were valued by applying the equity method at the end of the period or fiscal year. |
| Other: were valued at acquisition cost, without exceeding their recoverable value. |
l) | Premises and equipment and Other assets: |
They have been valued at acquisition cost plus increases from prior-year appraisal revaluations, restated as explained in note 2.1., less related accumulated depreciation calculated in proportion to the months of estimated useful life of items concerned (see Exhibit F).
m) | Intangible assets: |
They have been valued at acquisition cost restated as explained in note 2.1, less related accumulated depreciation calculated in proportion to the months of estimated useful life of the items concerned (see useful life assigned in Exhibit G).
This caption includes the differences arising from compliance with court-ordered measures arising from cases challenging the current rules and regulations applicable to deposits with the financial system in the framework of the provisions of Law No. 25,561, Decree No. 214/02 and supplementary provisions. The assets mentioned (calculated on the basis of the nominal difference between the exchange rate freely determined in the market and applied to the value of the deposit recorded in the books at that date) is amortized within the 60 monthly installments starting in April 2003 in accordance with Communication A 3916 of the Argentine Central Bank.
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As of June 30, 2007 and the end of the previous fiscal year, BF recorded assets amounting to 175,990 and 343,450, respectively to reflect the above items (after deduction of accumulated amortization for 995,563 and 816,103 respectively), under the caption Intangible Assets and in the account Organization and development expenses.
The Bank, however, notifies that such amortization is solely calculated to comply with the regulations of the BCRA and that by no means does it imply a waiver to possible compensation or recovery of the exchange difference resulting from compliance with court orders corresponding to petitions for protection of civil rights or other court action derived from the mandatory conversion of bank deposits into pesos.
In its decision in re Massa, Juan Agustín versus National Executive Branch - Decree 1570/ and others following petitions for protection of civil rights under Law No. 16.986 dated December 27, 2006, the Argentine Supreme Court of Justice confirmed by the majority vote of its members the validity of the emergency legislation enacted during 2001, 2002 and subsequent years; i.e., the Supreme Court accepted the re-denomination into Pesos of deposits as well as the calculation methodology for the reimbursement of the bank deposits subject to the emergency regime imposed by the Argentine Government which unconstitutionality was claimed in the case mentioned. This decision by the Supreme Court of Justice establishes a calculation modality different from the modality decreed by the Executive Branch, establishing in this particular case the following criteria: each depositor is entitled to receive from the banking institution a reimbursement of the amount deposited converted into Pesos a the US$1 = AR$ 1.40 exchange rate, adjusted by CER until the date of effective payment, plus compensatory interest at the annual, non compoundable 4% interest rate accruing as from the establishment of restrictions upon the availability of bank deposits or as from the date of maturity of the deposit if it was subsequent to February 28, 2002 subject to the monetary limit resulting from the decision handed down by the Court of Appeals, provided that the latters decision had not been appealed by the plaintiff. In addition, it has been established that the amounts withdrawn from the bank in the framework of court rulings or out-of-court arrangements shall be considered to be advanced payments with no express specifications having been made by the Supreme Court of Justice about adjustment modalities in that respect. As regards court costs, they are to be borne as incurred by each party in that stage of the proceedings. After such decision was rendered, judgments have been applying this legal precedent and they hold that court costs are to be borne as incurred by each party at all stages of the proceedings and in some cases they apply this calculation criterion on the remaining balances of the original deposit that have not yet been withdrawn pursuant to court rulings. As of June 30, 2007, the end of the previous fiscal year, BF has estimated this contingency and it has raised allowances for the total amount.
The Banks Board of Directors expects that the Argentine State remedies the significant damage resulting from compliance with court-ordered measures on petitions for protection of civil rights and actions for relief, particularly due to the impact of differences in compensation or recovery as per the rulings in the abovementioned actions and according to the law in relation to pesification of the underlying deposits. In this regard, the Bank has informed of such financial damages to the relevant authorities, with reservation of rights.
n) | Derivative transactions: |
Interest rate swaps and Forward transactions
1. | Interest rate swaps are recorded at the value resulting from the application of fixed and floating interest rate differences to residual notional amounts at the end of the period or fiscal year. |
2. | Forward transactions payable in Pesos without delivery of the underlying asset are recorded for the amount receivable or payable, as appropriate, arising from the difference between the agreed exchange rate and the exchange rate at period/year-end as applied to stated notional amounts. |
o) | Employee termination pay: |
The Bank expenses employee termination pay as disbursed.
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p) | Other liabilities |
They include the debit balances non arising out of transactions relating to the supply and demand of financial resources, plus the adjustments and interest payable accrued as of June 30, 2007 and the end of the previous fiscal year.
q) | Allowance for other contingencies: |
It includes the estimated amounts to meet contingencies of probable occurrence that, if occurred, would give rise to a loss for the Bank.
r) | Stockholders equity accounts: |
They are restated as explained in note 2.1, except for the Capital Stock and Non capitalized contributions´ accounts which have been kept at original value. The adjustment resulting from the restatement is included in the Adjustment to Stockholders´ Equity Adjustment to Capital Stock account.
s) | Statement of Income Accounts: |
- | As of June 30, 2007 and 2006, accounts accruing monetary transactions (financial income (expense), service charge income (expense), provision for loan losses, administrative expenses, etc.) were computed on the basis of their monthly accrual at historical rates. |
- | Accounts reflecting the effect on income resulting from the sale, write-off, or use of non-monetary assets were computed based on the value of such assets, as mentioned in note 2.1. |
- | Income from investments in subsidiaries was computed based on such companies income adjusted as explained in note 2.1. |
t) | Earning per share: |
As of June 30, 2007 and 2006, the Bank calculates the earning per share on the basis of 471,361,306 ordinary shares, of $ 1 par value each. The net income for the periods on those dates is as follows:
06/30/2007 | 06/30/2006 | |||
Net income for the period |
151,384 | 85,864 | ||
Earning per share for the period |
0.32 | 0.18 |
u) | Use of accounting estimates: |
The preparation of the financial statements in accordance with the standards set forth by the BCRA require the Banks Board of Directors to use assumptions and estimates that affect certain assets such as allowances for doubtful loan and certain liabilities such as provisions for other contingencies as well as the income/loss generated during the fiscal years being reported. Final income/loss may differ from such estimates.
3 | DIFFERENCES BETWEEN BCRA ACCOUNTING STANDARDS AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN BUENOS AIRES CITY - ARGENTINA |
By Resolution CD No. 93/05 the Professional Council in Economic Sciences of Buenos Aires City (C.P.C.E.C.A.B.A.) adopted, with certain explanations, Technical Pronouncements Nos. 16 to 22 of the F.A.C.P.C.E. incorporating certain changes to the professional accounting valuation and disclosure standards. Furthermore, by General Resolutions No. 485/05 y 487/06, the CNV adopted, with certain amendments, those Technical Pronouncements based on the resolutions of the C.P.C.E.C.A.B.A.
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The Bank has prepared these financial statements by applying the regulations of the BCRA, which do not contemplate some of the valuation criteria incorporated to the accounting principles generally accepted in Buenos Aires City.
The main differences between the regulations of the BCRA and the accounting principles generally accepted in Buenos Aires City are detailed below:
Valuation criteria
a) | National Government Secured loans |
During the year ended on December 31, 2001, as a consequence of the provisions of Decree No. 1387/01, on November 6, 2001, the Bank exchanged national government securities, bonds, treasury bills and/or unsecured loans with the National Government for a face value of US$ 2,227,460 thousands for Secured loans. At June 30, 2007 and the end of the previous fiscal year, those loans are recorded under Loans to the Public Sector amounting to 1,427,296 and 2,117,873, respectively, in accordance with the criterion described in Note 2.3.c).
In accordance with Resolution CD No. 290/01 of the C.P.C.E.C.A.B.A., at June 30, 2007 and the end of the previous fiscal year, these assets should have been valued considering the respective quotation values of the swapped bonds at November 6, 2001, delivered in exchange. However, as of June 30, 2007 and the end of the previous fiscal year, the book value of these assets does not exceed their reasonable realization value.
b) | Effects caused by court measures related to deposits (constitutional protection actions) |
As mentioned in Note 2.3.m), as of June 30, 2007 and the end of the previous fiscal year, the Bank records assets amounting to 175,990 and 343,450 (whose original values had been 1,171,553 and 1,159,553) respectively, under Intangible Assets Organization and Development Non Deductible Expenses account corresponding to differences resulting from compliance with the court measures generated by the payment of deposits in the financial system within the framework of Law No. 25,561, Decree No. 214/02 and complementary regulations, as established by Communication A 3916 of the BCRA. In accordance with professional accounting standards currently in force in Buenos Aires City, the amounts detailed above should have been covered by an allowance up to the concurrence of the balance that represents the best possible estimate of the amounts to be recovered, an amount that may not be objectively determined as of the date of issuance of these statements.
c) | Tax effects |
As already indicated in note 4.1., the Bank has received various communications from the BCRA pursuant to which that BCRA indicates that the capitalization of items arising from the application of the deferred tax method is not allowed. In accordance with professional accounting standards currently in force in Buenos Aires City, a deferred tax asset should be recognized to the extent the reversal of temporary differences generates a future decrease in the tax effectively determined. As a result, the allowances set up by the Bank in this respect, for 8,300 and 337,000 as of June 30, 2007 and the end of the previous fiscal year, respectively, should be recovered.
In addition, the Bank has tax loss carryforwards estimated to be applied against taxable income for the current fiscal year.
4 | TAX MATTERS |
4.1. | Income tax |
The Bank determined the charge for income tax by applying the effective 35% rate to taxable income estimated for each period or fiscal year considering the effect of temporary differences between accounting and taxable income. The Bank considered as temporary differences those that have a definitive reversal date in subsequent years. As of June 30, 2007 and at the end of the prior fiscal year, the Bank has estimated that there shall be no charge for income tax as the Bank is in a position to absorb the tax loss carryforwards from previous fiscal years.
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On June 19, 2003, the Bank received a note from the BCRA indicating that the capitalization of items arising from the application of the deferred tax method is not allowed.
On June 26, 2003, the Banks Board of Directors, based on the opinion of its legal counsel, have responded the above mentioned note, indicating that in their opinion the rules of the BCRA do not prohibit the application of the deferred tax method generated by the recognition of temporary differences between the accounting and tax result. Subsequently, Resolution 118/03 of the Superintendent of Financial and Exchange Institutions received on October 7, 2003 confirmed the terms of the note dated June 19, 2003. Consequently, as from that date the Bank has set up an allowance for the net balance between the deferred tax assets and liabilities.
As of June 30, 2007 and at the end of the prior fiscal year, the Bank records under Other Receivables (in the Tax Advance account) a taxable deferred asset amounting 8,300 and 337,000, respectively. Such amounts are made up as follows:
06-30-2007 | 12-31-2006 | |||||
Deferred tax assets |
890,100 | 774,000 | ||||
Deferred tax liabilities |
(881,800 | ) | (437,000 | ) | ||
Net deferred assets |
8,300 | 337,000 | ||||
Allowance |
(8,300 | ) | (337,000 | ) |
4.2. | Tax on minimum presumed income |
Tax on minimum presumed income (TOMPI) was established by Law No. 25,063 in the year ended December 31, 1998, for a ten-year term. This tax is supplementary to income tax: while the latter is levied on the taxable income for the year, TOMPI is a minimum levy determined by applying the current 1% rate on the potential income of certain productive assets. Therefore, the Banks tax obligation for each year will coincide with the highest of these taxes. The above Law provides that institutions governed by Financial Institutions Law must consider as a tax base 20% of their taxable assets, after deducting non-computable ones. However, if TOMPI exceeds income tax in a given year, the excess thereof may be computed as a payment on account of any income tax in excess of TOMPI that may occur in any of the following ten years.
In every year that net operating losses are offset, the tax benefit (the benefit of the effective rate on the net operating loss used) will be realized to the extent that income tax (net of the offsetting) equals or exceeds tax on minimum presumed income, but will reduced by any excess of the latter over former.
On February 11, 2005, the Argentine Central Bank issued Communication A 4295 whereby it enabled, under certain rules, the accounting record of credits on Tax on Minimum Presumed Income.
Consequently, as of June 30, 2007 the Bank recorded the above asset in an amount of 169,744 (150,487 in the line Tax on minimum presumed income Tax Credit and 19,257 in the line Others Tax Advance, under Other Receivables). As of December 31, 2006, the Bank recorded the above asset in an amount of 152,746 (118,746 in the line Tax on minimum presumed income Tax credit and 34,000 in the line Others Tax Advance under Other Receivables).
4.3. | Other tax issues |
The Argentine Public Revenue Administration (AFIP) inspected open tax periods and the Bank received ex officio assessments, which were appealed before the Argentine Administrative Tax Court. Such Court, to the issuance date of these financial statements, issued and opinion on the ex officio assessment made in 1992 and 1993, partially admitting the claim of tax authorities. On June 18, 2002 the Bank decided to appeal the ruling of 1992 with the Court of Appeals, where it is being treated at present.
Furthermore, on July 18, 2003 a remedy for the review and appeal against the 1993 judgment was filed, and is currently pending. On March 8, 2006 the Court of Appeals ratified the ruling, which caused the Bank to file an ordinary appeal with the National Supreme Court, which was conceded on February 1, 2007.
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The Argentine Administrative Tax Court has issued an opinion in respect of the appeals filed against the ex officio assessments concerning the tax on minimum presumed income for year 1999 and the income tax for years 1994, 1995 and 1998, fully upholding the claims filed and reversing the appealed resolutions. However, on April 8, 2005 the Argentine Administrative Tax Court conceded to the AFIP the appeal to Argentine Public Revenue Administration. On October 3, 2006, the Argentine Administrative Tax Court confirmed the decision, and accordingly the AFIP filed a new appeal against this ruling with the Argentine Supreme Court, which conceded this appeal on March 8, 2007.
The Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed periods.
5 | BREAKDOWN OF MAIN ITEMS AND ACCOUNTS |
The breakdown of the items included under Other accounts which exceed 20% of the total amount of each item is as follows:
06-30-2007 | 12-31-2006 | |||
a) LOANS |
||||
Loans granted to pre-finance and finance exports |
1,246,408 | 1,109,307 | ||
Fixed-rate financial loans |
758,489 | 926,097 | ||
Other |
107,910 | 234,980 | ||
Total |
2,112,807 | 2,270,384 | ||
b) INVESTMENTS IN OTHER COMPANIES |
||||
In other non-controlled companies- unlisted |
28,645 | 27,586 | ||
In controlled companies -supplementary activities |
355,474 | 327,431 | ||
In non-controlled companies-supplementary activities |
8,750 | 9,349 | ||
Other- unlisted |
3,113 | 3,090 | ||
Total |
395,982 | 367,456 | ||
c) OTHER RECEIVABLES |
||||
Prepayments |
27,484 | 21,107 | ||
Guarantee deposits |
36,012 | 26,735 | ||
Miscellaneous receivables |
49,008 | 48,629 | ||
Tax prepayments (1) |
28,780 | 372,364 | ||
Other |
5,207 | 5,450 | ||
Total |
146,491 | 474,285 | ||
(1) | As of June 30, 2007 and at the end of the prior fiscal year, it includes the deferred tax asset for 8,300 and 337,000 respectively (see note 4.1). |
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06-30-2007 | 12-31-2006 | |||
d) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS |
||||
Correspondents our account |
26,761 | 23,746 | ||
Collections and other operations for the account of third parties |
40,971 | 29,815 | ||
Other withholdings and collections at source |
68,560 | 57,460 | ||
Accounts payable for consumption |
103,413 | 108,636 | ||
Money orders payable |
207,473 | 203,635 | ||
Other |
81,929 | 47,127 | ||
Total |
529,107 | 470,419 | ||
e) OTHER LIABILITIES |
||||
Accrued salaries and payroll taxes |
88,838 | 126,379 | ||
Accrued taxes |
35,830 | 32,503 | ||
Miscellaneous payables |
57,748 | 44,337 | ||
Other |
1,724 | 604 | ||
Total |
184,140 | 203,823 | ||
f) MEMORANDUM ACCOUNTS DEBIT CONTROL |
||||
Items in safekeeping |
30,954,620 | 28,328,461 | ||
Collections items |
497,089 | 512,838 | ||
Checks drawn on the Bank pending clearing |
193,972 | 157,409 | ||
Checks not yet credited |
579,935 | 521,952 | ||
Other |
34,163 | 27,260 | ||
Total |
32,259,779 | 29,547,920 | ||
06-30-2007 | 06-30-2006 | |||
g) SERVICE CHARGE INCOME |
||||
Rental of safe-deposit boxes |
8,374 | 6,840 | ||
Commissions for capital market transactions |
3,114 | 5,209 | ||
Commissions for salary payment |
3,651 | 2,275 | ||
Commissions for trust management |
1,348 | 1,348 | ||
Commissions for hiring of insurances |
25,675 | 17,392 | ||
Commissions for transportations of values |
3,879 | 5,966 | ||
Commissions for loans and guarantees |
14,655 | 7,064 | ||
Other |
17,830 | 16,675 | ||
Total |
78,526 | 62,769 | ||
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06-30-2007 | 06-30-2006 | |||
h) SERVICE CHARGE EXPENSE |
||||
Turn-over tax |
11,810 | 9,770 | ||
Other |
5,000 | 2,374 | ||
Total |
16,810 | 12,144 | ||
i) ADMINISTRATIVE EXPENSES - OTHER OPERATING EXPENSES |
||||
Rent |
22,247 | 20,120 | ||
Depreciations of premises and equipment |
14,691 | 13,703 | ||
Amortizations of organization and development expenses |
2,751 | 3,045 | ||
Electric power and communications |
10,242 | 8,670 | ||
Maintenance, conservation and repair expenses |
15,477 | 12,720 | ||
Security services |
10,290 | 8,825 | ||
Other |
5,597 | 4,641 | ||
Total |
81,295 | 71,724 | ||
j) OTHER INCOME |
||||
Deferred income tax (1) |
1,300 | 85,000 | ||
Other |
13,932 | 7,342 | ||
Total |
15,232 | 92,342 | ||
(1) Offset with a charge for the same amount in Charge for uncollectibility of other receivables and other allowances account, under Other expense item. | ||||
k) OTHER EXPENSE | ||||
Deferred income tax |
330,000 | , | ||
Tax on bank transfers |
15,725 | 11,535 | ||
Other |
13,701 | 16,508 | ||
Total |
359,426 | 28,043 | ||
6 | RESTRICTIONS ON ASSETS |
As of June 30, 2007, there are Bank assets, which are restricted as follows:
a) | The Government and Private Securities account includes 51,722 in Guaranteed Bonds maturing in 2018, allocated to the guarantee required to act as custodian of investment securities related to pension funds. |
b) | The Bank appropriated loan funds of its active portfolio in an amount of 1,237 to secure debts with the Argentine Central Bank. |
c) | The Bank appropriated BCRA Notes (Badlar), due 01/21/2009 in an amount of 63,891 to secure loans arranged under the Credit Global Program given by the Banco Interamericano de Desarrollo (B.I.D.). |
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7 | CONTINGENTS |
EXPORT TAX REBATES
On December 17, 1996, the ex-Banco de Crédito Argentino S.A. was notified of the lawsuit filed by the Federal State in the action styled MEOSP, Federal State vs. BCA in regard of Request for Opinion, at the Federal Administrative Court of Original Jurisdiction, Clerks Office No. 1 of the City of Buenos Aires.
The eventual contingency arising from the above-mentioned complaint have been covered by the guarantees set up in due time by the sellers of Banco de Crédito Argentinos shares in the terms of the share purchase agreements.
On May 16 this year, the sellers of the shares in former Banco de Crédito Argentino S.A. reached an agreement with BBVA Banco Francés whereby, without recognizing facts or rights, they paid BBVA Banco Francés the amount of US$ 3,119,887 against the release of the guarantees associated to the lawsuit and accrued legal fees. As from May 16, 2007, BBVA Banco Francés S.A assumes the continuity of the above lawsuit. The Board of Directors of the Board estimates that it has sufficient allowances to face this contingency.
8 | TRANSACTIONS WITH SUBSIDIARIES AND PARENT COMPANIES (ART. 33 OF LAW No. 19,550) |
The balances as of June 30, 2007 and at the end of the prior fiscal year, for transactions performed with subsidiaries and parents companies are as follows:
Company |
Balance Sheet | Memorandum Accounts (1) | ||||||||||
Assets | Liabilities | |||||||||||
2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||||
BBVA S.A. |
15,536 | 2,351 | 40,378 | , | 26,998 | 1,276 | ||||||
Francés Valores Sociedad de Bolsa S.A. |
7,951 | 1,203 | 8,448 | 2,914 | 4,976 | 5,276 | ||||||
Consolidar A.R.T. S.A. |
55 | 33 | 9,001 | 20,231 | 398,563 | 344,167 | ||||||
Consolidar Administradora de Fondos de |
||||||||||||
Jubilaciones y Pensiones S.A. |
70 | 41 | 9,443 | 10,141 | 66,659 | 67,067 | ||||||
Consolidar Cía. de Seguros de Retiro S.A. |
2,584 | 77 | 35,489 | 119,865 | 456,518 | 365,505 | ||||||
Consolidar Cía. de Seguros de Vida S.A. |
12 | 11 | 5,113 | 10,897 | 256,092 | 252,896 | ||||||
Atuel Fideicomisos S.A. |
, | , | 4,261 | 3,630 | 15 | 654 | ||||||
BBVA Consolidar Seguros S.A. |
3 | 4 | 3,517 | 3,801 | 60,434 | 58,031 | ||||||
PSA Finance Argentina Cía Financiera S.A. |
86,505 | 75,657 | 38 | 310 | , | , | ||||||
Rombo Cía. Financiera S.A. |
158,919 | 130,643 | 13 | 1,014 | 82,000 | 30,000 | ||||||
Francés Administradora de Inversiones S.A. |
148 | 158 | 234 | 1 | 17,040 | 13,235 | ||||||
Consolidar Comercializadora S.A. |
, | , | 1,853 | 6,182 | 2,364 | 3,044 | ||||||
Inversora Otar S.A. |
, | 3,093 | 461 | 372 | 501,905 | 439,602 |
(1) | Includes Items in safekeeping, Credit lines granted (unused portion) covered by debtor classification regulations and Guaranties given covered by debtor classification regulations. |
9 | BANK DEPOSITS GUARANTEE INSURANCE SYSTEM |
The Bank is included in the Deposit Guarantee System established by Law 24,485, Regulatory Decrees No. 540/95, No. 1,292/96 and 1,127/98 and Communication A 2337 and BCRA's complementary regulations.
Such law provided for the creation of the Company Seguros de Depósitos Sociedad Anónima (SEDESA) for purposes of managing the Deposit Guarantee Fund (DGF), whose shareholders, in accordance with the changes introduced by Decree No. 1,292/96, shall be the BCRA with one share as a minimum and the trustees of the trust created by the financial institutions in the proportion to be determined for each by the BCRA according to their contributions to the DGF.
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That Company was incorporated in August 1995 and the Bank has a 13.3117% interest in its capital stock.
The Deposit Guarantee System, which is limited, compulsory and onerous, has been created for purposes of covering the bank deposit risks subsidiarily and complementarily to the deposit protection and privilege system established by the Financial Institutions Law.
The guarantee shall cover the repayment of principal disbursed plus interest accrued through the date of revoking of the authorization to operate or through the date of suspension of the institution through application of section 49 of the BCRA's Charter provided that the latter had been adopted earlier than the former without exceeding the amount of pesos thirty thousand. Regarding operations in the name of two or more people, the guarantee shall be prorated between the holders. In no event shall the total guarantee per person exceed the abovementioned amount, whatever the number of accounts and/or deposits.
10 | TRUST ACTIVITIES |
10.1. Financial Trusts
On January 5, 2001, the BCRAs Board of Directors issued Resolution No. 19/01, providing for the exclusion of Mercobank S.A.s (a bank organized under Argentine legislation) senior liabilities under the terms of Section 35 bis of the Financial Institutions Law, the authorization to transfer the excluded assets to BF as trustee of the Diagonal Trust, and the authorization to transfer the excluded liabilities to beneficiary banks. Also, on the mentioned date, the agreement to set up the Diagonal Trust was subscribed by Mercobank S.A. as settle and BF as trustee in relation to the exclusion of assets as provided in the resolution abovementioned. BF entrusted Atuel Fideicomisos S.A. the management of collections and the realization of the corpus assets. As of June 30, 2007 at the end of the previous fiscal year, total estimated corpus assets of Diagonal Trust amount to 4,193 and 17,497, respectively, considering its recoverable values and those of Inmobal Nutrer Trust amount to 26 and 25, respectively. Said amounts are recorded in memorandum debit accounts For trustee activities Funds received in trust.
10.2. Non Financial Trusts
BF acts as trustee in 46 non financial trusts, and in no case being personally liable for the liabilities assumed in the performance of the contract obligations; such liabilities will be satisfied with and up to the full amount of the corpus assets and the proceeds therefrom. The non financial trusts concerned were set up to secure the receivables of several creditors (beneficiaries) and the trustee was entrusted the management, care, preservation and custody of the corpus assets until (i) the requirements to show the noncompliance with the obligations by the debtor (settler) vis-à-vis the beneficiaries are met, moment at which such assets will be sold and the proceeds therefrom will be distributed (net of expenses) among all beneficiaries, the remainder (if any) being delivered to the settler, or (ii) all contract terms and conditions are complied with, in which case all the corpus assets will be returned to the settler or to whom it may indicate. The trust assets represent about 511,000 and 1,220,000 as of June 30, 2007 and at the end of the previous fiscal year, respectively, consist of cash, creditors' rights, real estate and shares.
11 | CORPORATE BONDS |
On July 15, 2003, an Extraordinary Stockholders Meeting approved the setting up of a Program for the issuance and re-issuance of ordinary non-convertible Negotiable Obligations with ordinary guarantee, or such guarantees as may be decided by the Board of Directors, and unsecured Subordinated Negotiable Obligations, convertible or not into shares. During the life of the Program, which will be 5 (five) years, it shall be possible to issue and re-issue any number of series and/or classes of Negotiable Obligations as long as at all times the maximum amount in circulation after adding together all series and/or classes outstanding under the Program pending redemption does not exceed at any time US$ 300,000,000.
On March 15, 2007, the Bank paid the redemption price of Negotiable Obligations Class 15 maturing in 2008, which were issued for an aggregate principal amount of US$ 121,504,050.
On April 26, 2007, the Ordinary Stockholders Meeting delegated to the Board of Directors the authority to make certain amendments to the existing Negotiable Obligations Global Program such as: i) updating the
- 21 -
Program so that it is governed by international terms and conditions, ii) existence of an international trustee in respect of one or more series representing the interests of investors, iii) drafting and execution of documentation in the English language and under foreign laws, including global and final securities, and payment agency, registrar, trust and underwriting agreements, as may be necessary, as well as the preparation of information documents for purposes of placement in international markets, including offering circulars and financial statements prepared in a foreign language.
As provided in the Negotiable Obligations Law and BCRA regulations, the proceeds would be applied to: (i) extension of mortgage loans for the purchase and renovation of housing and personal loans in Argentina; (ii) extension of corporate loans in Argentina for purposes of payment of working capital, investment in physical assets located in Argentina or refinancing of liabilities; and (iii) capital contributions in the Bank's subsidiaries or related companies.
12 | FUNDING OF THE FINANCIAL AND INSURANCE INSTITUTIONS ASSISTANCE TRUST FUND (FFAEFS) |
On December 29, 2004, the Bank cancelled the last installment of this corporate bonds, after its conversion into Argentine pesos at the exchange rate of 1 Argentine peso to each US dollar and its adjustment by CER.
On January 10, 2003, the Federal Executive published Decree Nº 53/2003 which amended section 1 subsection j) of Decree Nº 410/02, excluding from the conversion into pesos provided for by section 1 of Decree Nº 214/02 the obligation of Public and Private Sector Companies to pay any amount of money in foreign currency owed to the NATIONAL GOVERNMENT as a result of subsidiary or other loans and guarantees originally financed by Multilateral Credit Institutions or arising from liabilities owed by the National Treasury and refinanced with external creditors.
The decision taken by the Managing Committee of the Trust Fund for Reconstruction of Companies at the meeting held on May 28, 2003 stating that only 50% of the aforementioned financing was to be converted into pesos while the difference was to be maintained in its original currency was notified by note dated June 9, 2003.
The Bank has filed a subsidiary appeal for reversal before a higher administrative authority applying for a change in the aforementioned criterion and has reiterated its position on occasion of each interest and principal payment. Upon the appeal for reversal being dismissed, the claims were filed with the hierarchical superior officer on March 16, 2004. On May 17, 2004 the grounds for the appeal before the higher administrative authority were enlarged.
On February 7, 2005, the Bank was notified of Resolution Nº 25 dated January 17, 2005 executed by the Argentine Minister of Economy and Production, which dismisses the Hierarchical Remedy filed.
On May 16, 2005, an administrative action under section 100 (D.R:1759/72, 1991 revision) was filed against Resolution No. 25 issued by the Ministry of Economy and Production, which dismissed the Hierarchical Appeal filed by the Bank. In May 2005 was recorded a liability in the account Financing received from Argentine financial institutions under the caption Other Liabilities from Financial Transactions. As of December 31, 2006, amounting to US Dollars thousand 25,604, this being the estimated liability by the Bank in the filing mentioned above. This effect was compensated under the terms of the compensation mechanism for financial institutions during October 2006, with Boden 2012 having been subscribed for a nominal value of US Dollars 50,288.
In November 2006, the Bank submitted to the Trust Fund for Reconstruction of Companies a proposal consisting in a settlement and total payment for the purpose of fully and totally repaying the amounts owed by the Bank to the Trust Fund.
On April 13, 2007, the Trust Fund accepted the proposal of settlement for the amount of thousand Pesos 88,462, and accordingly the Bank transferred the funds for the purpose of fully and totally repaying the debt as of April 20, 2007.
- 22 -
13 | DERIVATIVE FINANCIAL INSTRUMENTS |
I. | Transactions as of June 30, 2007: |
a) | Interest rate swaps for 112,000 (Fixed Rate versus Badlar), 50,000 (Fixed Rate versus Baibar) maturing within a period not exceeding 3 years, for which the Bank pays a variable amount in accordance with changes in the Badlar or Baibar, Encuesta rate, and receives a fixed amount based on stated notional amounts and interest rate swaps for 60,000 (Badlar versus Fixed Rate) maturing within a period not exceeding 3 years, for which the Bank pays a fixed amount and receives a variable amount based on the changes in the Badlar rate. |
For purposes of estimating the market value, the variable and fixed not yet overdue amounts are discounted. Swaps have been valued as the difference between the current value of future receivable amounts and the current value of the future payable amounts.
In addition, the Entity agreed on a variable interest rate swap for 50,000 (CER versus Badlar) with final maturity in a period not exceeding 2 years, for which the Bank pays a variable amount in accordance with changes in the Badlar rate and receives a variable amount based on changes in the CER plus a 50-basis point spread calculated on the stated notional amounts.
For purposes of estimating the market value, the variable future amounts (both Badlar and CER) not yet overdue are discounted. Swaps have been valued as the difference between the current value of future receivable amounts and the current value of future payable amounts.
These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating income as of the end of the period for 724.
As of the end of the period, the above transactions were recorded under Memorandum debit accounts From derivatives Interest rate swaps for 222,000 and Memorandum accounts - Debit accounts From derivatives Others for 50,000.
b) | Non-deliverable forward purchase and sale transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 875,004 and 898,964, which are recorded under Memorandum Accounts - Debit accounts - Derivatives - Notional amount of non-deliverable forward transactions, and Memorandum accounts - Credit accounts - Derivatives - Notional amount of non-deliverable forward transactions, respectively. |
These transactions have been valued in accordance with the mechanism described in note 2.3.n.2.), generating income as of the end of the period for 2,306.
II. | Transactions as of December 31, 2006: |
a) | Interest rate swaps for 30,000 (Fixed Rate versus Badlar), maturing within a period not exceeding 3 years, for which the Bank pays a variable amount in accordance with changes in the Badlar rate, Encuesta rate, and receives a fixed amount based on stated notional amounts. |
These transactions have been valued as described in note 2.3.n.), resulting in a gain of 6 at year-end.
At the end of the previous fiscal year, these transactions were recorded for 30,000 under Memorandum Accounts - Debit accounts - Derivatives - Interest rate swaps.
b) | Non-deliverable forward transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 387,777 and 283,243, which are recorded under Memorandum Accounts - Debit accounts - Derivatives - Notional amount of non-deliverable forward transactions, and Memorandum accounts - Credit accounts - Derivatives - Notional amount of non-deliverable forward transactions, respectively. |
- 23 -
These transactions have been valued as described in note 2.3.n.2.), generating income as of the end of the period for 2,488.
14 | COMPLIANCE WITH CNV REQUIREMENTS |
14.1 | Compliance with the requirements to act as agent in the over-the-counter market |
As of June 30, 2007, the Banks Stockholders Equity exceeds the minimum requested to act as agent in the over-the-counter market, according to Resolution No. 368/01 and 489/06 of the CNV.
14.2 | Investment Funds custodian |
As of June 30, 2007 and at the end of the previous fiscal year, in its capacity of Investment Funds custodian of FBA Acciones Globales, FBA Total, FBA Renta, FBA Renta Pesos, FBA Renta Dólares, FBA Bonos, FBA Calificado, FBA Ahorro Dólares, FBA Renta Fija, FBA Ahorro Pesos, FBA Renta Corto Plazo, FBA Europa, FBA Horizonte, FBA Internacional, FBA EEUU, FBA Renta Premium, FBA Acciones Latinoamericanas, FBA Bonos Argentina and FBA Brasil and FBA México, administrated by Francés Administradora de Inversiones S.A. Fund Manager, the Bank holds certificates of deposits, shares, corporate bonds, government securities, indexes, options, tax - credit certificates, securities issued by the Argentine Central Bank and investments financial trust certificates in safekeeping in the amount of 1,244,682 and 1,027,748 respectively, all of which making up the Funds portfolio and booked in memorandum accounts Debit-Control - Other.
The Investment Funds´ equities are as follows:
EQUITIES | ||||
INVESTMENT FUNDS |
06.30.2007 | 12.31.2006 | ||
FBA Acciones Globales |
98,092 | 61,275 | ||
FBA Total |
11,385 | 12,403 | ||
FBA Renta |
14,194 | 14,327 | ||
FBA Renta Pesos |
298,122 | 262,251 | ||
FBA Renta Dólares |
4,323 | 4,300 | ||
FBA Bonos |
14,546 | 11,249 | ||
FBA Calificado |
325,199 | 442,297 | ||
FBA Internacional |
488 | 473 | ||
FBA Ahorro Dólares |
12,602 | 12,615 | ||
FBA Renta Fija |
18,867 | 19,713 | ||
FBA Ahorro Pesos |
444,736 | 219,506 | ||
FBA Renta Premium |
7,379 | 7,584 | ||
FBA Europa |
5,806 | 2,257 | ||
FBA Horizonte |
84,177 | 74,846 | ||
FBA EEUU |
2,045 | 1,095 | ||
FBA Renta Corto Plazo |
525 | 523 | ||
FBA Acciones |
27,027 | 8,868 | ||
Latinoamericanas |
||||
FBA Bonos Argentina |
15,292 | 16,578 | ||
FBA Brasil |
1,980 | | ||
FBA México |
1,066 | | ||
Total |
1,387,851 | 1,172,160 | ||
- 24 -
15 | RESTRICTION ON EARNINGS DISTRIBUTIONS |
In accordance with Communication A 4589 of the Argentine Central Bank, issued on October 29, 2006, in order to calculate the balances of earnings available for distribution the Bank has to deduct, on an off-balance sheet basis, point 2.1 of said Communication, from the balance under Unappropriated earnings. In addition, the authorization of the Superintendent of Financial and Exchange Institutions shall be required in order to verify that the procedure established in Communication A 4589 for earnings distribution has been properly applied. On April 26, 2007, the Argentine Central Bank authorized 90,000 to cash dividends distribution.
The Ordinary and Extraordinary Shareholders Meeting held on April 26, 2007 approved the allocation of earnings as follows:
| To Statutory Reserve: 82,064. |
| To cash dividends: 90,000. |
16 | PUBLICATION OF THE FINANCIAL STATEMENTS |
As provided by Communication A 760, the previous intervention of the BCRA is not required for the publication of these financial statements.
17 | ACCOUNTING PRINCIPLES EXPLANATION ADDED FOR TRANSLATION INTO ENGLISH |
These financial statements are presented on the basis of the accounting standards of the BCRA and, except for the effect of the matter mentioned in Note 3 to the stand alone financial statements and note 2 to the consolidated financial statements, in accordance with accounting principles generally accepted in Buenos Aires City - Argentina. Certain accounting practices applied by the Bank that conform with the standards of the BCRA and with accounting principles generally accepted in Buenos Aires City may not conform with the generally accepted accounting principles in other countries.
The effects of the differences, if any, between generally accepted accounting principles in Buenos Aires City Argentina and the generally accepted accounting principles in the countries in which the financial statements are to be used have not been quantified. Accordingly, they are not intended to present financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the countries of the users of the financial statements, other than Argentina.
- 25 -
EXHIBIT A
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Holding | Position |
Final Position | ||||||||
Description |
Market Value |
Book as of 06-30-2007 |
Book as of 12-31-2006 |
|||||||
GOVERNMENT SECURITIES |
||||||||||
Holdings in investment accounts |
||||||||||
In pesos |
||||||||||
Subtotal in pesos |
, | 200,354 | , | , | ||||||
In foreign currency |
||||||||||
Subtotal in foreign currency |
, | 108,622 | , | , | ||||||
Subtotal in Holdings in investment accounts |
, | 308,976 | , | , | ||||||
Holdings for trading or financial transactions |
||||||||||
Local |
||||||||||
In pesos |
||||||||||
Secured Bonds due 2018 |
90,228 | 90,228 | 90,228 | 90,228 | ||||||
Bocon PRO 12 |
207,726 | 207,726 | 207,726 | 207,726 | ||||||
Discount Bonds in pesos |
25,940 | 25,940 | 32,838 | 32,838 | ||||||
Bocon PRE8 |
14,307 | 14,307 | 14,307 | 14,307 | ||||||
Other |
4,328 | 4,328 | 3,941 | 3,941 | ||||||
Subtotal in pesos |
342,529 | 99,408 | 349,040 | 349,040 | ||||||
In foreign currency |
||||||||||
Bond Argentina (BONAR VII) |
1,693 | 1,693 | 1,693 | 1,693 | ||||||
Other |
4,847 | 4,847 | 3,887 | 3,887 | ||||||
Subtotal in foreign currency |
6,540 | 3,318 | 5,580 | 5,580 | ||||||
Subtotal in Holdings for trading or financial Transactions |
349,069 | 102,726 | 354,620 | 354,620 | ||||||
Unlisted government securities |
||||||||||
Local |
||||||||||
In pesos |
||||||||||
Secured Bonds due 2020 |
915,860 | 915,860 | 915,860 | |||||||
Subtotal in pesos |
915,860 | 843,792 | 915,860 | 915,860 | ||||||
Subtotal Unlisted government securities |
915,860 | 843,792 | 915,860 | 915,860 | ||||||
- 26 -
EXHIBIT A
(Contd.)
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Holding | Position without options |
Final Position | ||||||||
Description |
Market value |
Book as of 06-30-2007 |
Book as of |
|||||||
Instruments issued by the BCRA |
||||||||||
BCRA Bills |
||||||||||
Listed |
||||||||||
Own portfolio |
||||||||||
Argentine Central Bank Bills due 07-11-07 |
1,937 | 1,937 | 1,937 | 1,937 | ||||||
Argentine Central Bank Bills due 07-25-07 |
5,813 | 5,813 | 5,813 | 5,813 | ||||||
Argentine Central Bank Bills due 08-15-07 |
4,449 | 4,449 | 4,449 | 4,449 | ||||||
Argentine Central Bank Bills - due 09-03-08 |
13,578 | 13,578 | 13,578 | 13,578 | ||||||
Argentine Central Bank Bills - due 11-12-08 |
13,944 | 13,944 | 13,944 | 13,944 | ||||||
Other |
3,674 | 3,674 | 3,674 | 3,674 | ||||||
Subtotal own portfolio |
43,395 | 56,285 | 43,395 | 43,395 | ||||||
BCRA Notes |
||||||||||
Listed |
||||||||||
Own portfolio |
||||||||||
Argentine Central Bank Bills due 05-07-08 |
241,278 | 241,278 | 466,118 | 466,118 | ||||||
Argentine Central Bank Bills (Badlar) due 01-21-09 |
425,597 | 425,597 | 425,597 | 425,597 | ||||||
Argentine Central Bank Bills (Badlar) due 12-17-08 |
382,776 | 382,776 | 382,776 | 382,776 | ||||||
Argentine Central Bank Bills due 10-15-08 |
179,725 | 179,725 | 318,640 | 318,640 | ||||||
Argentine Central Bank Bills (Badlar) due 07-16-08 |
185,134 | 185,134 | 185,134 | 185,134 | ||||||
Argentine Central Bank Bills (Badlar+2,5%) due 03-11-09 |
205,132 | 205,132 | 205,132 | 205,132 | ||||||
Argentine Central Bank Bills (Badlar) due 11-26-08 |
21,138 | 21,138 | 21,138 | 21,138 | ||||||
Argentine Central Bank Bills (Badlar) due 04-16-08 |
59,322 | 59,322 | 59,322 | 59,322 | ||||||
Argentine Central Bank Bills (Badlar) due 09-10-08 |
13,114 | 13,114 | 8,553 | 8,553 | ||||||
Argentine Central Bank Bills (Badlar+2,5%) due 02-10-10 |
129,087 | 129,087 | 129,087 | 129,087 | ||||||
Argentine Central Bank Bills Indexation by CER 3% due 07-25-07 |
88,559 | 88,559 | 88,559 | 88,559 | ||||||
Argentine Central Bank Bills (Badlar+2,5%) due 03-26-08 |
44,354 | 44,354 | 44,354 | 44,354 | ||||||
Argentine Central Bank Bills (Badlar) due 08-06-08 |
34,911 | 34,911 | 34,911 | 34,911 | ||||||
Argentine Central Bank Bills (Badlar) due 01-06-10 |
57,784 | 57,784 | 57,784 | 57,784 | ||||||
Argentine Central Bank Bills Indexation by CER 3% due 01-23-08 |
33,756 | 33,756 | 33,756 | 33,756 | ||||||
Argentine Central Bank Bills (Badlar) due 11-28-07 |
31,033 | 31,033 | 31,078 | 31,078 | ||||||
Argentine Central Bank Bills (Badlar) due 03-25-10 |
43,200 | 43,200 | 43,200 | 43,200 | ||||||
Argentine Central Bank Bills (Badlar) due 12-19-07 |
16,741 | 16,741 | 16,741 | 16,741 | ||||||
Other |
35,820 | 35,820 | 29,442 | 29,442 | ||||||
Subtotal BCRA Notes in pesos |
2,228,461 | 1,646,532 | 2,581,322 | 2,581,322 | ||||||
Subtotal instruments issued by the BCRA |
2,271,856 | 1,702,817 | 2,624,717 | 2,624,717 | ||||||
TOTAL GOVERNMENT SECURITIES |
3,536,785 | 2,958,311 | 3,895,197 | 3,895,197 | ||||||
- 27 -
EXHIBIT A
(Contd.)
DETAIL OF GOVERNMENT AND PRIVATE SECURITIES
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Holding | ||||||||||||
Description |
Market value |
Book Balance as of 06-30-2007 |
Book Balance as of 12-31-2006 |
Position without options |
Final Position |
|||||||
INVESTMENTS IN LISTED PRIVATE SECURITIES |
||||||||||||
Other debt instruments |
||||||||||||
In foreign currency |
||||||||||||
Pecom Corporate Bonds |
13 | 13 | 13 | 13 | ||||||||
Cablevisión Corporate Bonds |
11 | 11 | 11 | 11 | ||||||||
Banco Río Corporate Bonds |
2 | 2 | 2 | 2 | ||||||||
Telefonica de Argentina Corporate Bonds |
101 | 101 | 101 | 101 | ||||||||
Petrobrás Energía Corporate Bonds |
60 | 60 | 60 | 60 | ||||||||
Subtotal in foreign currency |
187 | 30 | 187 | 187 | ||||||||
Subtotal Other debt instruments |
187 | 30 | 187 | 187 | ||||||||
Other Equity instruments |
||||||||||||
In foreign currency |
23,563 | 23,563 | 23,563 | 23,563 | ||||||||
Subtotal in foreign currency |
23,563 | , | 23,563 | 23,563 | ||||||||
From abroad |
||||||||||||
In foreign currency |
||||||||||||
Branskem S.A. |
1 | 1 | 1 | 1 | ||||||||
Other |
, | (672 | ) | (672 | ) | |||||||
Subtotal in foreign currency |
1 | , | (671 | ) | (671 | ) | ||||||
Subtotal Equity instruments |
23,564 | , | 22,892 | 22,892 | ||||||||
TOTAL INVESTMENTS IN LISTED PRIVATE SECURITIES |
23,751 | 30 | 23,079 | 23,079 | ||||||||
TOTAL GOVERNMENT AND PRIVATE SECURITIES |
3,560,536 | 2,958,341 | 3,918,276 | 3,918,276 | ||||||||
- 28 -
EXHIBIT B
CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES
AND GUARANTIES RECEIVED AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish-See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 12-31-2006 | |||
COMMERCIAL PORTFOLIO |
||||
Normal performance |
6,978,595 | 7,287,366 | ||
Preferred collaterals and counter guaranty A |
79,337 | 62,808 | ||
Preferred collaterals and counter guaranty B |
69,106 | 44,102 | ||
Without senior security or counter guaranty |
6,830,152 | 7,180,456 | ||
In potential risk |
17,987 | 28,448 | ||
Preferred collaterals and counter guaranty B |
1,658 | 1,863 | ||
Without senior security or counter guaranty |
16,329 | 26,585 | ||
Nonperforming |
9,057 | 5,297 | ||
Without senior security or counter guaranty |
9,057 | 5,297 | ||
With high risk of uncollectibility |
36,251 | 24,001 | ||
Without senior security or counter guaranty |
36,521 | 24,001 | ||
Uncollectible |
1,661 | 29,883 | ||
Without senior security or counter guaranty |
1,661 | 29,883 | ||
Total |
7,043,821 | 7,374,995 | ||
- 29 -
EXHIBIT B
(Contd.)
CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES
AND GUARANTIES RECEIVED AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish-See Note 17)
-Stated in thousands of pesos-
06-30-2007 | 12-31-2006 | |||
CONSUMER AND HOUSING PORTFOLIO |
||||
Normal performance |
2,428,230 | 2,010,833 | ||
Preferred collaterals and counter guaranty A |
7,083 | 10,005 | ||
Preferred collaterals and counter guaranty B |
429,601 | 378,264 | ||
Without senior security or counter guaranty |
1,991,546 | 1,622,564 | ||
Inadequate performance |
20,729 | 19,528 | ||
Preferred collaterals and counter guaranty B |
5,450 | 6,597 | ||
Without senior security or counter guaranty |
15,279 | 12,931 | ||
Deficient performance |
11,233 | 7,827 | ||
Preferred collaterals and counter guaranty B |
352 | 267 | ||
Without senior security or counter guaranty |
10,881 | 7,560 | ||
Unlikely to be collected |
1,109 | 6,408 | ||
Preferred collaterals and counter guaranty B |
25 | 478 | ||
Without senior security or counter guaranty |
1,084 | 5,930 | ||
Uncollectible |
18,109 | 6,537 | ||
Preferred collaterals and counter guaranty B |
2,264 | 2,431 | ||
Without senior security or counter guaranty |
15,845 | 4,106 | ||
Uncollectible, classified as such under regulatory requirements |
725 | 702 | ||
21 | 38 | |||
Without senior security or counter guaranty |
704 | 664 | ||
Total |
2,480,135 | 2,051,835 | ||
General Total (1) |
9,523,956 | 9,426,830 | ||
(1) | Items included: Loans (before allowances and difference arising from purchase of portfolio); Other receivables from financial transactions: Unlisted corporate bonds, Other receivables covered by debtor classification regulations, Interest accrued and pending collection covered by debtor classification regulations; Assets subject to financial leasing (before allowances); Other receivables: Receivables from sale of goods and interest accrued on receivables from sale of goods; Contingent credit balance memorandum accounts: Credit lines granted (unused portion) covered by debtor classification regulations, Other guarantees given covered by debtor classification regulations and Other covered by debtor classification regulations. |
- 30 -
EXHIBIT C
FINANCING FACILITIES CONCENTRATION
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
06-30-2007 | 12-31-2006 | |||||||||
Number of clients |
Outstanding Balance |
% of total portfolio |
Outstanding balance |
% of total portfolio |
||||||
10 largest clients |
2,911,531 | 30.57 | % | 3,554,901 | 37.71 | % | ||||
50 next largest clients |
2,041,522 | 21.44 | % | 2,171,205 | 23.03 | % | ||||
100 following clients |
907,041 | 9.52 | % | 776,114 | 8.23 | % | ||||
Remaining clients |
3,663,862 | 38.47 | % | 2,924,610 | 31.03 | % | ||||
Total (1) |
9,523,956 | 100.00 | % | 9,426,830 | 100.00 | % | ||||
(1) | See (1) in Exhibit B. |
- 31 -
EXHIBIT D
BREAKDOWN BY FINANCING TERMS AS OF JUNE 30, 2007
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Past-due |
Term remaining to maturity | Total |
|||||||||||||||
Description |
1 month | 3 months | 6 months | 12 months | 24 months | More than 24 months |
|||||||||||
Government sector |
, | , | , | 90,839 | 88,441 | 203,495 | 1,044,521 | 1,427,296 | |||||||||
Financial sector |
, | 101,643 | 72,382 | 80,188 | 96,427 | 102,562 | 44,050 | 497,252 | |||||||||
Non financial private sector and residents abroad |
27,026 | 2,886,647 | 1,257,989 | 1,064,949 | 588,906 | 670,142 | 1,103,749 | 7,599,408 | |||||||||
TOTAL |
27,026 | 2,988,290 | 1,330,371 | 1,235,976 | 773,774 | 976,199 | 2,192,320 | 9,523,956 | (1) | ||||||||
(1) | See (1) in Exhibit B. |
- 32 -
EXHIBIT E
DETAIL OF INVESTMENTS IN OTHER COMPANIES
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish See Note 17)
- Stated in thousands of pesos
Information about the issuer |
||||||||||||||||||||||||||
Concept |
Shares |
Amount | Data from last published financial statements |
|||||||||||||||||||||||
Identification |
Description |
Class |
Unit face value | Votes per share |
Number | 06-30-2007 | 12-31-2006 | Main business |
Fiscal year/ period-end |
Capital stock |
Stockholders equity |
Net income for the fiscal year/ period |
||||||||||||||
FINANCIAL INSTITUTIONS, SUPPLEMENTARY AND AUTHORIZED | ||||||||||||||||||||||||||
Controlled | ||||||||||||||||||||||||||
Local | thousand of pesos | |||||||||||||||||||||||||
33642192049 |
Francés Valores Sociedad de Bolsa S.A. | Common | 500$ | 1 | 12,137 | 8,264 | 5,705 | Stockholder | 06.30.2007 | 6,390 | 8,702 | 2,695 | ||||||||||||||
30663323926 |
Consolidar Administradora de Fondos de | |||||||||||||||||||||||||
Jubilaciones y Pensiones S.A. | Common | 1$ | 1 | 75,842,839 | 150,850 | 141,886 | Pensions fund manager | 06.30.2007 | 140,739 | 281,878 | 11,068 | |||||||||||||||
33678564139 |
Consolidar Cía. De Seguros de Vida S.A. | Common | 1$ | 1 | 7,383,921 | 100,165 | 86,024 | Insurance company | 06.30.2007 | 11,195 | 156,431 | 60,063 | ||||||||||||||
30678574097 |
Consolidar Cía. de Seguros de Retiro S.A. | Common | 1$ | 1 | 25,033,832 | 71,154 | 73,663 | Insurance company | 06.30.2007 | 37,551 | 80,234 | 20,796 | ||||||||||||||
30707847367 |
PSA Finance Arg. Cía Financiera S.A. | Common | 1,000$ | 1 | 9,000 | 14,869 | 13,550 | Financial institution | 06.30.2007 | 18,000 | 29,738 | 2,637 | ||||||||||||||
30692274403 |
Atuel Fideicomisos S.A. | Common | 1$ | 1 | 13,099,869 | 25,041 | 20,153 | Trust Manager | 06.30.2007 | 13,100 | 25,044 | 4,889 | ||||||||||||||
Subtotal controlled | 370,343 | 340,981 | ||||||||||||||||||||||||
Non controlled | ||||||||||||||||||||||||||
Local | ||||||||||||||||||||||||||
33707124909 |
Rombo Cía. Financiera S.A. | Common | 1,000$ | 1 | 8,000 | 14,365 | 13,362 | Financial Institution | 06.30.2007 | 20,000 | 35,914 | 2,512 | ||||||||||||||
30604796357 |
Banelco S.A | Common | 1$ | 1 | 2,457,749 | 5,069 | 5,911 | Information Services | 12.31.2006 | 23,599 | 54,525 | 13,385 | ||||||||||||||
Other | 3,681 | 3,438 | ||||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||
Other | 778 | 773 | ||||||||||||||||||||||||
Subtotal noncontrolled | 23,893 | 23,484 | ||||||||||||||||||||||||
Total in financial institutions, supplementary and authorized | 394,236 | 364,465 | ||||||||||||||||||||||||
IN OTHER COMPANIES | ||||||||||||||||||||||||||
Non controlled | ||||||||||||||||||||||||||
Local | ||||||||||||||||||||||||||
30685228501 |
Consolidar ART S.A. | Common | 1$ | 1 | 9,710,451 | 22,405 | 21,613 | Workers compensation | 06.30.2007 | 77,684 | 180,349 | 19,608 | ||||||||||||||
30500064230 |
BBVA Consolidar Seguros S.A. | Common | 1$ | 1 | 1,301,847 | 6,205 | 5,940 | Insurance | 06.30.2007 | 10,651 | 50,778 | 3,234 | ||||||||||||||
Other | 35 | 33 | ||||||||||||||||||||||||
Foreign | thousand of dollars |
|||||||||||||||||||||||||
17415001 |
A.I.G. Latin American Fund | 3,074 | 3,053 | Investing | 12.31.2003 | 36,048 | 18,272 | (17,775 | ) | |||||||||||||||||
Other | ||||||||||||||||||||||||||
39 | 37 | |||||||||||||||||||||||||
Subtotal non controlled | 31,758 | 30,676 | ||||||||||||||||||||||||
Total in other companies | 31,758 | 30,676 | ||||||||||||||||||||||||
Total investments in other companies | 425,994 | 395,141 | ||||||||||||||||||||||||
- 33 -
EXHIBIT F
MOVEMENT OF PREMISES AND EQUIPMENT
AND OTHER ASSETS FOR THE SIX MONTH PERIOD ENDED
JUNE 30, 2007 AND THE FISCAL YEAR ENDED DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Net book |
Depreciation for the period |
||||||||||||||||
Description |
Additions | Transfers | Decreases | Years of useful life |
Amount | Net book value at 06-30-2007 |
Net book value at 12-31-2006 | ||||||||||
PREMISES AND EQUIPMENT |
|||||||||||||||||
Real Estate |
303,148 | 4,658 | (9,031 | ) | , | 50 | 5,418 | 293,357 | 303,148 | ||||||||
Furniture and Facilities |
22,954 | 3,532 | , | 356 | 10 | 2,884 | 23,246 | 22,954 | |||||||||
Machinery and Equipment |
40,102 | 13,042 | , | 738 | 5 | 6,182 | 46,224 | 40,102 | |||||||||
Automobiles |
1,111 | 144 | , | , | 5 | 207 | 1,048 | 1,111 | |||||||||
Total |
367,315 | 21,376 | (9,031 | ) | 1,094 | 14,691 | 363,875 | 367,315 | |||||||||
OTHER ASSETS |
|||||||||||||||||
Works of Art |
983 | , | , | , | , | , | 983 | 983 | |||||||||
Leased assets |
6,771 | , | 9,031 | , | 50 | 95 | 15,707 | 6,771 | |||||||||
Property taken as security for loans |
6,283 | 124 | , | 731 | 50 | 52 | 5,624 | 6,283 | |||||||||
Stationery and office supplies |
2,380 | 2,262 | , | 2,224 | , | , | 2,418 | 2,380 | |||||||||
Other |
17,942 | 7 | , | 1,322 | 50 | 174 | 16,453 | 17,942 | |||||||||
Total |
34,359 | 2,393 | 9,031 | 4,277 | 321 | 41,185 | 34,359 | ||||||||||
- 34 -
EXHIBIT G
MOVEMENT OF INTANGIBLE ASSETS FOR THE SIX MONTH PERIOD
ENDED JUNE 30, 2007 AND THE FISCAL YEAR ENDED DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Net book |
Amortization for the period |
||||||||||||||
Description |
Additions | Disposals | Years of useful life |
Amount | Net book value at 06-30-2007 |
Net book value at 12-31-2006 | |||||||||
Goodwill |
18,829 | , | , | 10 | 3,314 | 15,515 | 18,829 | ||||||||
Organization and |
|||||||||||||||
Development expenses (1) |
13,276 | 5,791 | 294 | 1 & 5 | 2,457 | 16,316 | 13,276 | ||||||||
Organization and development non-deductible expenses |
343,450 | 12,055 | , | 5 | 179,515 | (2) | 175,990 | 343,450 | |||||||
Total |
375,555 | 17,846 | 294 | 185,286 | 207,821 | 375,555 | |||||||||
(1) | This caption mainly includes costs from information technology projects and leasehold improvements. |
(2) | Extraordinary depreciations have been applied during the period. |
- 35 -
EXHIBIT H
CONCENTRATION OF DEPOSITS
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
06-30-2007 | 12-31-2006 | |||||||||
Number of clients |
Outstanding Balance |
% of total portfolio |
Outstanding balance |
% of total portfolio |
||||||
10 largest clients |
673,595 | 5.05 | % | 913,598 | 7.22 | % | ||||
50 next largest clients |
865,706 | 6.49 | % | 1,113,262 | 8.80 | % | ||||
100 following clients |
794,338 | 5.95 | % | 823,398 | 6.51 | % | ||||
Remaining clients |
11,009,940 | 82.51 | % | 9,798,632 | 77.47 | % | ||||
TOTAL |
13,343,579 | 100.00 | % | 12,648,890 | 100.00 | % | ||||
- 36 -
EXHIBIT I
BREAKDOWN OF MATURITY TERMS OF DEPOSITS,
OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS AND
SUBORDINATED CORPORATE BONDS
AS OF JUNE 30, 2007
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Terms remaining to maturity | Total | |||||||||||||
Description |
1 month | 3 months | 6 months | 12 months | 24 months | More than 24 months |
||||||||
Deposits |
10,604,331 | 1,661,228 | 762,142 | 305,730 | 8,603 | 1,545 | 13,343,579 | |||||||
Other liabilities from financial transactions |
||||||||||||||
BCRA |
1,854 | , | , | , | , | , | 1,854 | |||||||
Banks and International Institutions |
48,981 | 88,651 | 97,607 | 22,289 | , | , | 257,528 | |||||||
Financing received from Argentine financial institutions |
87,097 | , | , | , | , | , | 87,097 | |||||||
Other |
503,662 | 617 | 1,009 | 2,686 | 6,342 | 14,791 | 529,107 | |||||||
Total |
641,594 | 89,268 | 98,616 | 24,975 | 6,342 | 14,791 | 875,586 | |||||||
TOTAL |
11,245,925 | 1,750,496 | 860,758 | 330,705 | 14,945 | 16,336 | 14,219,165 | |||||||
- 37 -
EXHIBIT J
MOVEMENT OF ALLOWANCES FOR THE SIX MONTH PERIOD
ENDED JUNE 30, 2007 AND THE FISCAL YEAR ENDED DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Description |
Book value at beginning of fiscal year |
Increases (5) |
Decreases | Book value | |||||||||
Reversals | Applications | 06-30-2007 | 12-31-2006 | ||||||||||
DEDUCTED FROM ASSETS |
|||||||||||||
Government securities |
|||||||||||||
For impairment value |
15,139 | , | , | , | 15,139 | 15,139 | |||||||
Loans |
|||||||||||||
Allowance for doubtful loans |
165,842 | 22,962 | (1) | , | 12,518 | 176,286 | 165,842 | ||||||
Other receivables from financial transactions |
|||||||||||||
Allowance for doubtful receivables |
996 | 77 | (1) | , | , | 1,073 | 996 | ||||||
Assets subject to financial leasing |
|||||||||||||
Allowance for doubtful receivables |
3,369 | 465 | (1) | , | , | 3,834 | 3,369 | ||||||
Investments in other companies |
|||||||||||||
For impairment value (3) |
3,053 | 21 | , | , | 3,074 | 3,053 | |||||||
Other receivables |
|||||||||||||
Allowance for doubtful receivables (2) |
361,062 | 2,180 | 333,029 | 642 | 29,571 | 361,062 | |||||||
Total |
549,461 | 25,705 | 333,029 | 13,160 | 228,977 | 549,461 | |||||||
LIABILITIES-ALLOWANCES |
|||||||||||||
Contingents commitments (1) |
430 | , | , | , | 430 | 430 | |||||||
Other contingencies |
392,048 | 75,456 | (4) | 18,381 | 86,492 | 362,631 | 392,048 | ||||||
Total |
392,478 | 75,456 | 18,381 | 86,492 | 363,061 | 392,478 | |||||||
(1) | Recorded in compliance with the provisions of Communication A 3918, as supplemented, of the BCRA, taking into account note 2.3.f). |
(2) | Includes mainly the allowance on deferred tax assets (see note 4.1.) and the possible uncollectibility risks arising out of payments under protection actions on Mutual Funds |
(3) | Recorded, to recognize the estimated impairment in AIG Latin American Funds equity as of Junes 30, 2007. |
(4) | Recorded to cover possible contingencies that were not considered in other accounts (court orders corresponding to petitions for protection of civil rights, civil, labor, commercial and other lawsuits) (notes 2.3.b); 2.3.m) and 2.3.q)). |
(5) | Includes exchange differences generated as allowances in foreign currency, booked in the Financial income - Gold and foreign currency exchange difference account, as follow: |
Loans |
175 | |
Other receivables from financial transactions |
4 | |
Assets subject to financial leasing |
1 | |
Investments in other companies |
21 | |
Other receivables |
38 |
- 38 -
EXHIBIT K
CAPITAL STRUCTURE AS OF JUNE 30, 2007
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
SHARES | CAPITAL STOCK | |||||||||||||
Class | Quantity | Votes per share |
Issued | Pending issuance or distribution |
Paid in | |||||||||
Outstanding | In portfolio | |||||||||||||
Common | 471,361,306 | 1 | 471,306 | , | 55 | (1) | 471,361 | (2) |
(1) | Shares issued and available to stockholders but not as yet withdrawn. |
(2) | Fully registered with the Public Registry of Commerce (See note 1.2.) |
- 39 -
EXHIBIT L
FOREIGN CURRENCY BALANCES AS OF
JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos -
Accounts |
06-30-2007 | 12-31-2006 | ||||||||||||
Total of period |
Total of period (per type of currency) | Total of fiscal year | ||||||||||||
Euro | US Dollars | Pounds Sterling |
Yen | Other | ||||||||||
ASSETS |
||||||||||||||
Cash and due from banks |
971,231 | 115,135 | 851,849 | 1,312 | 187 | 2,748 | 950,172 | |||||||
Government and private securities |
6,728 | , | 6,728 | , | , | , | 111,970 | |||||||
Loans |
1,573,395 | 7,647 | 1,565,748 | , | , | , | 1,478,634 | |||||||
Other receivables from financial transactions |
112,618 | 4,235 | 108,130 | , | , | 253 | 85,796 | |||||||
Assets subject to financial leasing |
67 | , | 67 | , | , | , | 70 | |||||||
Investments in other companies |
3,891 | , | 3,891 | , | , | , | 3,863 | |||||||
Other receivables |
16,413 | 683 | 15,730 | , | , | , | 20,086 | |||||||
Suspense items |
156 | , | 156 | , | , | , | 103 | |||||||
TOTAL |
2,684,499 | 127,700 | 2,552,299 | 1,312 | 187 | 3,001 | 2,650,694 | |||||||
LIABILITIES |
||||||||||||||
Deposits |
1,939,297 | 35,360 | 1,903,937 | , | , | , | 1,817,513 | |||||||
Other liabilities from financial transactions |
576,692 | 73,452 | 500,830 | 969 | 160 | 1,281 | 783,896 | |||||||
Other liabilities |
4,954 | 2,450 | 2,504 | , | , | , | 3,275 | |||||||
Suspense items |
1,067 | , | 1,067 | , | , | , | 66 | |||||||
TOTAL |
2,522,010 | 111,262 | 2,408,338 | 969 | 160 | 1,281 | 2,604,750 | |||||||
MEMORANDUM ACCOUNTS |
||||||||||||||
Debit accounts (except contra debit accounts) |
||||||||||||||
Contingent |
321,268 | , | 321,268 | , | , | , | 223,150 | |||||||
Control |
4,414,464 | 12,578 | 4,399,293 | , | 1,309 | 1,284 | 4,563,502 | |||||||
Trustee activities |
26 | , | 26 | , | , | , | 25 | |||||||
TOTAL |
4,735,758 | 12,578 | 4,720,587 | , | 1,309 | 1,284 | 4,786,677 | |||||||
Credit accounts (except contra credit accounts) |
||||||||||||||
Contingent |
333,858 | , | 333,858 | , | , | , | 185,509 | |||||||
Control |
29,719 | , | 29,719 | , | , | , | 32,858 | |||||||
TOTAL |
363,577 | , | 363,577 | , | , | , | 218,367 | |||||||
- 40 -
EXHIBIT N
ASSISTANCE TO RELATED CLIENTS AND AFFILIATES
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos
Status | ||||||||||||||||||||
Concept |
Normal |
In potential risk / Inadequate Compliance |
Nonperforming / deficient compliance |
With high risk of unlikely to be collected |
uncollectible | Classified Uncollectible as such under regulatory requirements |
Total | |||||||||||||
Not yet matured |
Past-due | Not yet matured |
Past-due | 06-30-2007 | 12-31-2006 | |||||||||||||||
1. Loans |
313,466 | , | , | , | , | , | , | , | 313,466 | 255,967 | ||||||||||
- Overdraft |
1,413 | , | , | , | , | , | , | 1,413 | 11 | |||||||||||
Without senior security or counter guaranty |
1,413 | , | , | , | , | , | , | , | 1,413 | 11 | ||||||||||
- Discounted Instruments |
14,784 | , | , | , | , | , | , | 14,784 | 16,249 | |||||||||||
Without senior security or counter guaranty |
14,784 | , | , | , | , | , | , | , | 14,784 | 16,249 | ||||||||||
- Real Estate Mortgage and Collateral Loans |
347 | , | , | , | , | , | , | 347 | 374 | |||||||||||
Other collaterals and counter guaranty B |
347 | , | , | , | , | , | , | , | 347 | 374 | ||||||||||
- Consumer |
34 | , | , | , | , | , | , | 34 | 44 | |||||||||||
Without senior security or counter guaranty |
34 | , | , | , | , | , | , | , | 34 | 44 | ||||||||||
- Credit Cards |
487 | , | , | , | , | , | , | 487 | 394 | |||||||||||
Without senior security or counter guaranty |
487 | , | , | , | , | , | , | , | 487 | 394 | ||||||||||
- Other |
296,401 | , | , | , | , | , | , | 296,401 | 238,895 | |||||||||||
Without senior security or counter guaranty |
296,401 | , | , | , | , | , | , | , | 296,401 | 238,895 | ||||||||||
2. Other receivables from financial transactions |
8,358 | , | , | , | , | , | , | , | 8,358 | 1,157 | ||||||||||
3. Contingent commitments |
63,374 | , | , | , | , | , | , | , | 63,374 | 33,813 | ||||||||||
4. Investments in other companies and private securities |
130,064 | , | , | , | , | , | , | , | 130,064 | 120,358 | ||||||||||
Total |
515,262 | , | , | , | , | , | , | , | 515,262 | 411,295 | ||||||||||
Total Allowances |
3,168 | , | , | , | , | , | , | , | 3,168 | 2,566 | ||||||||||
- 41 -
EXHIBIT O
FINANCIAL DERIVATIVES INSTRUMENTS
AS OF JUNE 30, 2007
(Translation of financial statements originally issued in Spanish - See Note 17)
- Stated in thousands of pesos
Type of |
Purpose of |
Underlying asset |
Type of Settlement |
Traded at / Counterparty |
Weighted average term as originally agreed |
Weighted average residual term |
Weighted average term for difference settlements |
Amount | ||||||||
Swaps |
Financial transactions own account | - | Upon expiration of differences | RESIDENTS IN ARGENTINA-FINANCIAL SECTOR | 18 | 15 | 2 | 172,000 | ||||||||
Swaps |
Financial transactions own account | - | Upon expiration of differences | RESIDENTS IN ARGENTINA-NON-FINANCIAL SECTOR | 13 | 12 | 2 | 100,000 | ||||||||
Futures |
Financial transactions own account | Foreign currency |
Upon expiration of differences | ROFEX | 3 | 1 | 1 | 918,096 | ||||||||
Futures |
Financial transactions own account | Foreign currency |
Upon expiration of differences | MAE | 4 | 2 | 1 | 855,872 | ||||||||
TOTAL |
2,045,968 | |||||||||||||||
- 42 -
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Art. 33 of Law No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
-Stated in thousands of pesos-
06-30-07 | 12-31-06 | |||
ASSETS: |
||||
A. CASH AND DUE FROM BANKS: | ||||
Cash |
538,205 | 559,817 | ||
Due from banks and correspondents |
1,960,335 | 1,998,667 | ||
2,498,540 | 2,558,484 | |||
B. GOVERNMENT AND PRIVATE SECURITIES (Note 7.a): | ||||
Holdings in investment accounts |
196,677 | 515,296 | ||
Holdings for trading or financial transactions |
538,993 | 303,823 | ||
Unlisted Government Securities |
915,866 | 843,797 | ||
Instruments issued by the BCRA |
3,229,339 | 2,520,906 | ||
Investments in listed private securities |
206,057 | 203,396 | ||
Less: Allowances |
15,186 | 15,186 | ||
5,071,746 | 4,372,032 | |||
C. LOANS: | ||||
To government sector (Exhibit 1) |
2,343,087 | 2,887,276 | ||
To financial sector (Exhibit 1) |
504,851 | 436,126 | ||
To non financial private sector and residents abroad (Exhibit 1) |
6,973,121 | 6,377,968 | ||
Overdraft |
1,580,337 | 1,469,368 | ||
Discounted instruments |
955,935 | 793,195 | ||
Real estate mortgage |
575,328 | 460,559 | ||
Collateral Loans |
134,763 | 98,381 | ||
Consumer |
927,236 | 689,019 | ||
Credit cards |
609,671 | 526,416 | ||
Other (Note 7.b) |
2,127,336 | 2,282,243 | ||
Interest and listed-price differences accrued and pending collection |
68,944 | 64,330 | ||
Less: Interest documented together with main obligation |
6,429 | 5,543 | ||
Less: Difference arising from purchase of portfolio |
91 | 90 | ||
Less: Allowances |
178,047 | 167,097 | ||
9,642,921 | 9,534,183 | |||
D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS: | ||||
BCRA |
449,362 | 423,032 | ||
Amounts receivable for spot and forward sales to be settled |
130,403 | 45,535 | ||
Instruments to be received for spot and forward purchases to be settled |
488,215 | 334,324 | ||
Unlisted corporate bonds (Exhibit 1) |
58,828 | 58,684 | ||
Non-deliverable forward transactions balances to be settled |
768 | 1,052 | ||
Other receivables not covered by debtor classification regulations |
20,868 | 18,066 | ||
Other receivables covered by debtor classification regulations (Exhibit 1) |
35,720 | 30,894 | ||
Interest accrued and pending collection not covered by debtor classification regulations |
14,818 | 6,973 | ||
Interest and adjustment accrued and pending collection covered by debtor classification regulations (Exhibit 1) |
1 | , | ||
Less: Allowances |
1,131 | 1,028 | ||
1,197,852 | 917,532 | |||
E. ASSETS SUBJECT TO FINANCIAL LEASING: | ||||
Assets subject to financial leasing (Exhibit 1) |
281,273 | 238,672 | ||
Less: Allowances |
3,982 | 3,484 | ||
277,291 | 235,188 | |||
F. INVESTMENTS IN OTHER COMPANIES: | ||||
In financial institutions |
15,143 | 14,135 | ||
Other (Note 7.c) |
45,722 | 43,356 | ||
Less: Allowances |
3,074 | 3,053 | ||
57,791 | 54,438 | |||
G. OTHER RECEIVABLES: | ||||
Receivables from sale of property assets (Exhibit 1) |
85 | 129 | ||
Tax on minimum presumed income Tax Credit |
150,487 | 118,746 | ||
Other (Note 7.d) |
256,227 | 525,209 | ||
Other accrued interest receivable |
1 | 1 | ||
Less: Allowances |
29,571 | 361,062 | ||
377,229 | 283,023 | |||
H. PREMISES AND EQUIPMENT: | 395,601 | 397,896 | ||
I. OTHER ASSETS: | 42,241 | 35,211 | ||
J. INTANGIBLE ASSETS: | ||||
Goodwill |
15,515 | 18,831 | ||
Organization and development expenses |
220,353 | 388,632 | ||
235,868 | 407,463 | |||
K. SUSPENSE ITEMS: | 5,154 | 12,980 | ||
L. OTHER SUBSIDIARIES´ ASSETS (Note 7.e): | 449 | 26,199 | ||
TOTAL ASSETS: |
19,802,683 | 18,834,629 | ||
- 43 -
(Contd.)
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Art. 33 of Law No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
-Stated in thousands of pesos-
06-30-07 | 12-31-06 | |||
LIABILITIES: |
||||
M. DEPOSITS: | ||||
Government sector |
103,659 | 73,150 | ||
Financial sector |
168,487 | 156,412 | ||
Non financial private sector and residents abroad |
13,055,904 | 12,276,194 | ||
Checking accounts |
2,491,041 | 2,206,362 | ||
Savings deposits |
3,624,560 | 3,415,210 | ||
Time deposits |
6,329,871 | 5,948,768 | ||
Investments accounts |
20,694 | 144,286 | ||
Other |
487,521 | 452,479 | ||
Interest and listed-price differences accrued payable |
102,217 | 109,089 | ||
13,328,050 | 12,505,756 | |||
N. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS: | ||||
BCRA |
1,854 | 1,761 | ||
Other |
1,854 | 1,761 | ||
Banks and International Institutions |
254,019 | 178,943 | ||
Non-subordinated corporate bonds |
, | 248,638 | ||
Amounts payable for spot and forward purchases to be settled |
450,939 | 303,368 | ||
Instruments to be delivered for spot and forward sales to be settled |
122,625 | 34,264 | ||
Non-deliverable forward transactions balances to be settled |
502 | 206 | ||
Financing received from Argentine financial institutions |
131,086 | 235,868 | ||
Other (Note 7.f) |
533,393 | 474,523 | ||
Interest and listedprice differences accrued payable |
4,048 | 6,436 | ||
1,498,466 | 1,484,007 | |||
O. OTHER LIABILITIES: | ||||
Fees payable |
118 | 156 | ||
Other (Note 7.g) |
282,553 | 339,973 | ||
282,671 | 340,129 | |||
P. ALLOWANCES: | 465,057 | 493,848 | ||
Q. SUSPENSE ITEMS: | 4,843 | 3,957 | ||
R. SUBSIDIARIES OTHER LIABILITIES (Note 7.h): | 1,975,982 | 1,835,871 | ||
TOTAL LIABILITIES: |
17,555,069 | 16,663,568 | ||
S. MINORITY INTEREST IN SUBSIDIARIES (Note 5): | 231,646 | 216,477 | ||
STOCKHOLDERS EQUITY: |
2,015,968 | 1,954,584 | ||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY: |
19,802,683 | 18,834,629 | ||
- 44 -
MEMORANDUM ACCOUNTS
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
- Stated in thousands of pesos -
06-30-07 | 12-31-06 | |||
DEBIT ACCOUNTS |
||||
Contingent |
||||
Credit lines obtained (unused balances) |
194,798 | -, | ||
Guarantees received |
2,997,520 | 3,550,553 | ||
Contra contingent debit accounts |
520,957 | 345,094 | ||
3,713,275 | 3,895,647 | |||
Control |
||||
Receivables classified as irrecoverable |
311,924 | 332,529 | ||
Other (Note 7.i) |
32,276,494 | 29,566,991 | ||
Contra control debit accounts |
342,986 | 293,061 | ||
32,931,404 | 30,192,581 | |||
Derivatives |
||||
Notional amount of non-deliverable forward transactions |
875,004 | 387,777 | ||
Interest rate SWAP |
222,000 | 30,000 | ||
Other |
50,000 | , | ||
Contra debit derivatives accounts |
898,964 | 283,243 | ||
2,045,968 | 701,020 | |||
For trustee activities |
||||
Funds in trust |
20,824 | 32,716 | ||
20,824 | 32,716 | |||
TOTAL |
38,711,471 | 34,821,964 | ||
CREDIT ACCOUNTS |
||||
Contingent |
||||
Credit lines granted (unused portion) covered by debtor classification regulations (Exhibit 1) |
17,336 | 13,695 | ||
Guarantees provided to the BCRA |
52,971 | 52,743 | ||
Other guarantees given covered by debtor classification regulations (Exhibit 1) |
152,859 | 169,825 | ||
Other guaranties given non covered by debtor classification regulations |
72,228 | 8,254 | ||
Other covered by debtor classification regulations (Exhibit 1) |
225,563 | 100,577 | ||
Contra contingent credit accounts |
3,192,318 | 3,550,553 | ||
3,713,275 | 3,895,647 | |||
Control |
||||
Items to be credited |
281,669 | 228,192 | ||
Other |
61,317 | 64,869 | ||
Contra control credit accounts |
32,588,418 | 29,899,520 | ||
32,931,404 | 30,192,581 | |||
Derivatives |
||||
Notional amount of non-deliverable forward transactions |
898,964 | 283,243 | ||
Contra debit derivatives accounts |
1,147,004 | 417,777 | ||
2,045,968 | 701,020 | |||
For trustee activities |
||||
Contra credit accounts for trustee activities |
20,824 | 32,716 | ||
20,824 | 32,716 | |||
TOTAL |
38,711,471 | 34,821,964 | ||
The accompanying notes 1 through to 7 to the consolidated financial statements with subsidiaries and the Exhibit 1 are an integral part of these statements, which in turn are part of the stand-alone Financial Statements of BBVA Banco Francés S.A. and are to be read in conjunction therewith.
- 45 -
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2007 AND 2006
(Art. 33 of Law No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
- Stated in thousands of pesos -
06-30-07 | 06-30-06 | |||
A. FINANCIAL INCOME | ||||
Interest on cash and due from banks |
9,373 | 9,949 | ||
Interest on loans to the financial sector |
70,658 | 35,005 | ||
Interest on overdraft |
66,002 | 39,502 | ||
Interest on discounted instruments |
38,232 | 22,380 | ||
Interest on real estate mortgage |
27,737 | 21,352 | ||
Interest on collateral loans |
5,460 | 3,118 | ||
Interest on credit card loans |
24,203 | 14,103 | ||
Interest on other loans |
134,110 | 95,848 | ||
Interest from other receivables from financial transactions |
11,009 | 18,869 | ||
Income from secured loans - Decree 1387/01 |
142,739 | 183,423 | ||
Net income from government and private securities |
204,468 | 192,593 | ||
Indexation by CER |
121,444 | 229,474 | ||
Other |
101,444 | 67,557 | ||
956,879 | 933,173 | |||
B. FINANCIAL EXPENSE | ||||
Interest on checking accounts |
12,730 | 15,625 | ||
Interest on savings deposits |
2,970 | 2,253 | ||
Interest on time deposits |
203,288 | 124,776 | ||
Interest on financing to the financial sector |
1,865 | 370 | ||
Interest from other liabilities from financial transactions |
11,556 | 19,271 | ||
Other interest |
6,225 | 9,589 | ||
Indexation by CER |
33,402 | 80,379 | ||
Other |
31,018 | 21,650 | ||
303,054 | 273,913 | |||
GROSS INTERMEDIATION MARGIN GAIN |
653,825 | 659,260 | ||
C. ALLOWANCES FOR LOAN LOSSES | 23,436 | 39,330 | ||
D. SERVICE CHARGE INCOME | ||||
Related to lending transactions |
71,756 | 50,994 | ||
Related to liability transactions |
148,860 | 115,042 | ||
Other commissions |
258,866 | 203,161 | ||
Other |
78,526 | 63,959 | ||
558,008 | 433,156 | |||
E. SERVICE CHARGE EXPENSE | ||||
Commissions |
49,909 | 37,952 | ||
Other (Note 7.j) |
20,149 | 15,193 | ||
70,058 | 53,145 | |||
- 46 -
(Contd.)
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2007 AND 2006
(Art. 33 of Law No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
- Stated in thousands of pesos -
06-30-07 | 06-30-06 | |||||
F. ADMINISTRATIVE EXPENSES | ||||||
Payroll expenses |
279,654 | 232,970 | ||||
Fees to Bank Directors and Statutory Auditors |
225 | 173 | ||||
Other professional fees |
14,332 | 13,691 | ||||
Advertising and publicity |
27,417 | 23,511 | ||||
Taxes |
26,010 | 24,536 | ||||
Other operating expenses (Note 7.k) |
101,011 | 93,100 | ||||
Other |
52,982 | 53,246 | ||||
501,631 | 441,227 | |||||
NET GAIN FROM FINANCIAL TRANSACTIONS |
616,708 | 558,714 | ||||
RESULTS OF MINORITY INTEREST IN SUBSIDIARIES |
(15,169 | ) | (10,207 | ) | ||
G. OTHER INCOME | ||||||
Income from long-term investments |
2,941 | 1,860 | ||||
Punitive interests |
432 | 1,653 | ||||
Loans recovered and reversals of allowances |
379,828 | 32,839 | ||||
Other (Note 7.l) |
139,773 | 175,653 | ||||
522,974 | 212,005 | |||||
H. OTHER EXPENSE | ||||||
Punitive interests and charges paid to BCRA |
14 | 444 | ||||
Charge for uncollectibility of other receivables and other allowances |
78,229 | 260,244 | ||||
Amortization of difference arising from judicial resolutions |
179,515 | 112,752 | ||||
Other (Note 7.m) |
693,062 | 286,666 | ||||
950,820 | 660,106 | |||||
NET GAIN BEFORE INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME |
173,693 | 100,406 | ||||
I. INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME | 22,309 | 14,542 | ||||
NET INCOME FOR THE PERIOD |
151,384 | 85,864 | ||||
The accompanying notes 1 through 7 to the consolidated financial statements with subsidiaries and the Exhibit 1 are an integral part of these statements, which in turn are part of the stand-alone Financial Statements of BBVA Banco Francés S.A. and are to be read in conjunction therewith.
- 47 -
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2007 AND 2006
(ART. 33 OF LAW No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
-Stated in thousands of pesos-
06-30-07 | 06-30-06 | |||||
CHANGES IN CASH |
||||||
Cash and due from banks at beginning of fiscal year |
2,558,484 | 1,611,506 | ||||
(Decrease) / Increase in cash and due from banks |
(59,944 | ) | 327,284 | |||
Cash and due from banks at end of the period |
2,498,540 | 1,938,790 | ||||
REASONS OF CHANGES IN CASH |
||||||
Financial income collected |
738,491 | 1,307,729 | ||||
Service charge income collected |
558,785 | 433,072 | ||||
Less: |
||||||
Financial expense paid |
282,250 | 234,433 | ||||
Services charge expense paid |
70,058 | 53,145 | ||||
Operating expenses paid |
517,620 | 442,032 | ||||
FUNDS PROVIDED BY ORDINARY OPERATIONS |
427,348 | 1,011,191 | ||||
OTHER SOURCES OF FUNDS |
||||||
Net increase in deposits (*) |
827,700 | 893,497 | ||||
Net increase in other receivables from financial transactions (*) |
, | 171,841 | ||||
Net increase in other liabilities (*) |
324,383 | 56,464 | ||||
Net decrease in other receivables from financial transactions (**) |
10,687 | 29,638 | ||||
Other sources of funds (**) |
168,231 | 197,245 | ||||
TOTAL OF SOURCES OF FUNDS |
1,331,001 | 1,348,685 | ||||
USE OF FUNDS |
||||||
Net increase in government and private securities (**) |
495,246 | 1,010,299 | ||||
Net increase in loans (**) |
171,275 | 536,567 | ||||
Net increase in other assets (**) |
150,872 | 180,924 | ||||
Net decrease in other liabilities from financial transactions (*) |
221,918 | , | ||||
Dividends paid in cash (**) |
90,000 | 27,000 | ||||
Other uses of funds (*) |
688,982 | 277,802 | ||||
TOTAL USES OF FUNDS |
1,818,293 | 2,032,592 | ||||
(DECREASE) / INCREASE IN FUNDS |
(59,944 | ) | 327,284 | |||
(*) Includes variations originated in financing activities. |
241,183 | 844,000 | ||||
(**) Includes variations originated in investment activities. |
(728,475 | ) | (1,527,907 | ) |
The accompanying notes 1 through to 7 to the consolidated financial statements with subsidiaries and the Exhibit 1 are an integral part of these statements, which in turn are part of the stand-alone Financial Statements of BBVA Banco Francés S.A. and are to be read in conjunction therewith.
- 48 -
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
WITH SUBSIDIARIES AS OF JUNE 30, 2007 PRESENTED IN COMPARATIVE FORM WITH
THE BALANCE SHEET AS OF DECEMBER 31, 2006, AND THE STATEMENTS OF INCOME,
CHANGES IN STOCKHOLDERS EQUITY AND CASH FLOWS AS OF JUNE 30, 2006
(ART. 33 OF LAW No. 19,550)
(Translation of financial statements originally issued in Spanish - See Note 17 to the stand-alone Financial Statements)
-Stated in thousands of pesos-
1. | SIGNIFICANT ACCOUNTING POLICIES AND SUBSIDIARIES |
General rule
In accordance with the procedures set forth in BCRAs regulations and Technical Pronouncement No. 21 of the Argentine Federation of Professional Councils in Economic Sciences, BBVA Banco Francés S.A. (BF) has consolidated - line by line - its balance sheets as of June 30, 2007 and at the end of previous year and the statements of income and cash flow for the six month periods ended June 30, 2007 and 2006, as per the following detail:
| As of June 30, 2007: |
a) | With the financial statements of Francés Valores Sociedad de Bolsa S.A., Atuel Fideicomisos S.A. and its subsidiary and PSA Finance Argentina Cía. Financiera S.A., for the six month periods ended June 30, 2007 and 2006. |
b) | With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A., Consolidar Cía. de Seguros de Vida S.A., and Consolidar Cía. de Seguros de Retiro S.A., for the fiscal years ended June 30, 2007 and 2006. |
| As of December 31, 2006: |
a) | With the financial statements of Francés Valores Sociedad de Bolsa S.A, Atuel Fideicomisos S.A. and its subsidiary and PSA Finance Argentina Cía Financiera S.A., for the fiscal year ended December 31, 2006. |
b) | With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A., Consolidar Cía. de Seguros de Vida S.A. and Consolidar Cía. de Seguros de Retiro S.A., for the six-month period ended December 31, 2006. |
The results of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A., Consolidar Cía. de Seguros de Vida S.A. and Consolidar Cía. de Seguros de Retiro S.A. have been adjusted for purposes of comparison of the fiscal years of companies consolidating on the basis of a six-month period ended on June 30, 2007 and 2006.
Interests in subsidiaries as of June 30, 2007 and at the end of the prior fiscal year are listed below:
Shares | Interest percentage in | |||||||||||||
Type | Quantity | Total Capital | Possible Votes | |||||||||||
Companies |
06/30/07 | 12/31/06 | 06/30/07 | 12/31/06 | 06/30/07 | 12/31/06 | ||||||||
Francés Valores Soc. de Bolsa S.A. |
Common | 12,137 | 12,137 | 94.9687 | 94.9687 | 94.9687 | 94.9687 | |||||||
Atuel Fideicomisos S.A. |
Common | 13,099,869 | 13,099,869 | 99.9999 | 99.9999 | 99.9999 | 99.9999 | |||||||
Consolidar A.F.J.P. S.A. |
Common | 75,842,839 | 75,842,839 | 53.8892 | 53.8892 | 53.8892 | 53.8892 | |||||||
Consolidar Cía. de Seguros de Vida S.A. |
Common | 7,383,921 | 7,383,921 | 65.9600 | 65.9600 | 65.9600 | 65.9600 | |||||||
Consolidar Cía. de Seguros de Retiro S.A. |
Common | 25,033,832 | 25,033,832 | 66.6666 | 66.6666 | 66.6666 | 66.6666 | |||||||
PSA Finance Argentina Cía Financiera S.A. |
Common | 9,000 | 9,000 | 50.0000 | 50.0000 | 50.0000 | 50.0000 |
- 49 -
Total assets, liabilities, stockholders´ equity and subsidiaries´ net income balances in accordance with the criteria defined in Note 2 below, as of June 30, 2007 and the end of the previous fiscal year and net income balances as of June 30, 2007 and 2006, are listed below:
Assets | Liabilities | Stockholders Equity |
Net income/ gain-(loss) | ||||||||||||||
Companies |
06/30/07 | 12/31/06 | 06/30/07 | 12/31/06 | 06/30/07 | 12/31/06 | 06/30/07 | 06/30/06 | |||||||||
Francés Valores Soc. de Bolsa S.A. |
10,809 | 7,454 | 2,107 | 1,447 | 8,702 | 6,007 | 2,695 | 49 | |||||||||
Atuel Fideicomisos S.A. and its subsidiary |
30,372 | 26,545 | 5,328 | 6,388 | 25,044 | 20,157 | 4,889 | 2,711 | |||||||||
Consolidar A.F.J.P. S.A. |
414,357 | 373,844 | 134,434 | 110,557 | 279,923 | 263,287 | 16,636 | 6,121 | |||||||||
Consolidar Cía. de Seguros de Vida S.A. |
326,357 | 314,706 | 174,500 | 184,289 | 151,857 | 130,417 | 21,440 | 11,114 | |||||||||
Consolidar Cía. de Seguros de Retiro S.A. |
2,063,408 | 1,890,025 | 1,956,683 | 1,779,536 | 106,725 | 110,489 | (3,764 | ) | 8,611 | ||||||||
PSA Finance Argentina Cía Financiera S.A. |
143,606 | 109,461 | 113,868 | 82,360 | 29,738 | 27,101 | 2,637 | 1,099 | |||||||||
Credilogros Cía. Financiera S.A. (*) |
, | , | , | , | , | , | , | 593 |
(*) | A company sold on July 11, 2006 |
2. | VALUATION METHODS |
2.1. | The financial statements of the subsidiaries have been prepared based on similar methods to those applied by BF for preparing its own financial statements, in connection with assets and liabilities valuation, income measurement and restatement procedure as explained in note 2 to the stand-alone financial statements of BF, except for: |
| Consolidar A.F.J.P. S.A.: the intangible assets of this subsidiary were amortized in accordance with the standards of the A.F.J.P.s Superintendence. |
| Consolidar A.F.J.P. S.A., Consolidar Cía. de Seguros de Retiro S.A. and Consolidar Cía. de Seguros de Vida S.A.: loans secured by the National Government - Decree 1387/01 held by these subsidiaries amounting to 915,394 and 768,514 as of June 30, 2007 and the end of the previous fiscal year, were valued in accordance with the regulations of the Superintendence of Pension Fund Administrators (A.F.J.P) and the National Superintendence of Insurance. |
| The items included under the captions Subsidiaries other assets and Subsidiaries other liabilities were valued in accordance with the regulations of the National Superintendence of Insurance. |
2.2. | Consolidar Cía de Seguros de Retiro S.A.: the Company included the balance from the technical commitments incurred with the insured in the Other Liabilities caption. The abovementioned caption includes 24,023 and 25,947 at June 30, 2007 and the end of the previous fiscal year corresponding to the regularizing account called Unaccrued secured loans valuation difference which, as established by the Superintendence of Insurance, will be settled through subsequent accrual of the regularizing accounts of secured loans. In accordance with professional accounting standards currently in force in Buenos Aires City, such amount should have been recorded as a loss for the year ended December 31, 2003. |
3. | CONSOLIDAR GROUP |
a) | Consolidar AFJP manages a pension fund that as of June 30, 2007 and as of the end of the prior fiscal year amounted to 17,705 million and 16,673 million respectively. |
b) | Pursuant to Law No. 26,222, enacted on February 27, 2007, the Argentine social security system was amended. Subsequent to that date, supplementary rules were issued for the purpose of regulating the Law. The main amendments in the social security system with an impact on the business of Consolidar A.F.J.P. S.A. include the following: i) the possibility for the affiliates currently covered by the individually funded scheme of choosing until December 31, 2007 to adhere to the pay-as-you-go scheme managed by the Argentine State; ii) as from April 1, 2007, workers who within 90 days from the commencement of their labor relation have not chosen a social security regime shall be presumed to have chosen the pay-as-you-go system managed by the Argentine State; iii) men older than 55 and women older than 50, who are currently affiliated to the |
- 50 -
capitalization system and whose balances in the individually funded account do not exceed 20,000 shall be transferred to the pay-as-you-go system unless they expressly state their intent to remain affiliated to the capitalization system. The transfers made by Consolidar A.F.J.P. S.A. in July 2007 amount to approximately 975,000, which amount represents approximately 170,000 affiliates; iv) a limitation upon the fees charged by the Pension Fund Managers (AFJP) for managing their affiliates contributions to 1% of the basis on which they were calculated. The fees so calculated apply to the compensations accrued as from April 2007. Until April 2007, Consolidar A.F.J.P. S.A.s management fees were 1.24% v) an increase in the maximum amount used to calculate social security contributions from 4,800 to 6,000 in relation to the compensations accrued as from April 1, 2007; vi) the establishment, starting on January 1, 2008 of a fund made up by mutual contributions with the resources held by the retirement and pension fund in order to ensure full financing of any temporary retirement benefits in the event of disability and supplementary and re-composition capitals corresponding to the capitalization regime and; vii) an amount ranging from 5% to 20% of the assets held in the retirement and pension funds is to be invested in short- and long-term production or infrastructure projects.
The Board of Directors of the Company is currently analyzing the impact of the above amendments to the legal framework and adjusting Consolidar A.F.J.P. S.A.s procedures to comply with the new requirements.
Given that this reform has a significant impact on the social security system and it shall entail a substantial change in the business of Consolidar Cía de Seguros de Vida S.A., the Companys Board of Directors is presently analyzing the current situation and assessing the alternatives most adequate for the continuity of the Companys operations and it estimates that the implementation of said plan would not have a material negative impact on the Companys financial situation as reflected in these financial statements.
4. | ATUEL FIDEICOMISOS S.A. |
Under its line of business, Atuel Fideicomisos S.A. acts in its capacity as a trustee for the following trusts, in no case being personally liable for the liabilities assumed; such liabilities will be satisfied out of the proceeds of the underlying assets of each such trust.
| Fideicomiso Corp. Banca: it was created by an agreement dated May 13, 1997, executed by Atuel Fideicomisos S.A. as trustee, Corp. Banca S.A. (later BBVA Banco Francés S.A.) as trustor and beneficiary, the Argentine Central Bank and Seguro de los Depósitos S.A. as beneficiaries. |
| Fideicomiso Banco Francés: it was created by an agreement dated on May 12, 2000, executed by Atuel Fideicomisos S.A. as trustee, and BBVA Banco Francés S.A. as trustor and beneficiary. As from January 1, 2002, by an assignment made by BBVA Banco Francés S.A., the beneficiary of the Trust Certificate is Banco Bilbao Vizcaya Argentaria S.A. (BBVA). |
Atuel Fideicomisos also acts as administration and collection manager for Fideicomiso Diagonal, which was created by an agreement dated January 5, 2001, executed by Mercobank S.A as trustor, BBVA Banco Francés S.A. as trustee and BBVA Banco Francés S.A and other financial institutions and Seguro de Depósitos S.A. as beneficiaries (see note 10.1. of BF).
5. | MINORITY INTEREST IN SUBSIDIARIES |
The breakdown of balances in the Minority interest in subsidiaries account is as follows:
06-30-07 | 12-31-06 | |||
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. |
129,073 | 121,401 | ||
Consolidar Cía. de Seguros de Vida S.A. |
51,692 | 44,393 | ||
Consolidar Cía. de Seguros de Retiro S.A. |
35,571 | 36,826 | ||
Francés Valores Sociedad de Bolsa S.A. |
438 | 302 | ||
Atuel Fideicomisos S.A. |
3 | 4 | ||
PSA Finance Argentina Cía Financiera S.A. |
14,869 | 13,551 | ||
231,646 | 216,477 | |||
- 51 -
6. | RESTRICTIONS ON ASSETS |
a) | Francés Valores Sociedad de Bolsa S.A. (stock broking company) holds shares of Mercado de Valores de Buenos Aires S.A, booked in the amount of 6,360. These shares have been pledged in favor of CHUBB Argentina de Seguros S.A. in security of the contract this insurance company executed with Mercado de Valores de Buenos Aires S.A. to cover the latters guaranteeing any noncompliance of stock broking companies with their obligations. |
b) | See note 6 to the stand-alone financial statements of BF. |
7. | BREAKDOWN OF MAIN ITEMS |
The detail of the main ítems included in financial statements is as follows:
06-30-07 | 12-31-06 | |||
a) GOVERNMENT AND PRIVATE SECURITIES |
||||
Holdings in investment accounts |
||||
Federal Government Bonds (LIBOR 2012) - Compensation |
, | 108,622 | ||
Discount Bonds in pesos |
196,677 | 406,674 | ||
Total |
196,677 | 515,296 | ||
Holdings for trading or financial transactions |
||||
Federal Government Bonds 2008 (BODEN 2008) |
4,146 | 8,748 | ||
Federal Government Bonds LIBOR 2012 |
25,285 | 24,018 | ||
Buenos Aires City Bond |
3,605 | 6,648 | ||
Federal Government Bocon PRO 12 |
207,726 | 544 | ||
Federal Government Bonds LIBOR 2014 |
39,263 | 22,094 | ||
Discount Bonds in pesos |
81,115 | 85,947 | ||
Peso-denominated GDP-related securities |
14,637 | 20,476 | ||
Cuasipar Bonds in pesos |
6,714 | 8,104 | ||
Secured Bonds due in 2018 |
90,228 | 93,602 | ||
Federal Government Bocon PRE8 |
21,510 | 15,910 | ||
Federal Government Bonds in US dollar 7% due in 2011 |
9,210 | 9,807 | ||
Federal Government Bonds in Pesos 10.5 % due in 2012 |
29,268 | , | ||
Other |
6,286 | 7,925 | ||
Total |
538,993 | 303,823 | ||
Unlisted government securities |
||||
Secured Bonds due in 2020 |
915,860 | 843,792 | ||
Tax credit certificates due in 2003/2006 |
6 | 5 | ||
Total |
915,866 | 843,797 | ||
Instruments issued by the BCRA |
||||
BCRA Bills (LEBAC) |
45,868 | 75,139 | ||
BCRA Notes (NOBAC) |
3,183,471 | 2,445,767 | ||
Total |
3,229,339 | 2,520,906 | ||
- 52 -
06-30-07 | 12-31-06 | |||||
Investments in listed private securities |
||||||
ON Edesur S.A. |
5,894 | 16,755 | ||||
ON Telefónica de Argentina S.A. |
2,197 | 9,405 | ||||
ON Telecom Personal |
7,256 | 9,605 | ||||
ON Camuzzi Gas Pampeana |
10,080 | 10,057 | ||||
ON Rombo Compañía Financiera S.A. |
6,921 | 6,906 | ||||
ON Grupo Concesionario del Oeste |
10,396 | 10,095 | ||||
ON Tarjeta Cuyana |
7,671 | . | ||||
ON Banco Macro |
2,801 | 3,718 | ||||
ON Transportadora de Gas del Sur |
3,085 | . | ||||
ON Petrobrás Energía S.A. |
4,176 | 2,658 | ||||
Fideicomiso Tarjeta Naranja |
2,998 | 3,797 | ||||
Tenaris |
4,966 | 2,755 | ||||
Acindar S.A. |
2,110 | 3,487 | ||||
Telecom |
4,025 | 4,280 | ||||
Grupo Financiero Galicia S.A. |
2,712 | 5,874 | ||||
SMAD Schroder Corto Plazo |
. | 3,004 | ||||
Fideicomiso Financiero Galtrust 1 |
10,700 | 10,941 | ||||
Fideicomiso Financiero Milennium Trust |
. | 5,281 | ||||
Fideicomiso Cía. Financiera Argentina |
23,563 | . | ||||
Petrobras Energía S.A. |
1,221 | 6,616 | ||||
FBA Bonos Argentinos FCI |
4,388 | 6,608 | ||||
FBA Ahorro Pesos FCI |
5,940 | 7,592 | ||||
Fideicomiso de Gas |
31,200 | 30,391 | ||||
1784 Inversión Pesos FCI |
, | 3,906 | ||||
Pionero Pesos FCI |
3,106 | 4,068 | ||||
Other |
48,651 | 35,597 | ||||
Total |
206,057 | 203,396 | ||||
Allowances |
(15,186 | ) | (15,186 | ) | ||
Total |
5,071,746 | 4,372,032 | ||||
b) LOANS Other |
||||||
Loans granted to pre-finance and finance exports |
1,246,408 | 1,109,307 | ||||
Fixed-rate financial loans |
758,489 | 926,097 | ||||
Other |
122,439 | 246,839 | ||||
Total |
2,127,336 | 2,282,243 | ||||
c) INVESTMENTS IN OTHER COMPANIES Other |
||||||
In other non-controlled companies- unlisted |
28,645 | 27,586 | ||||
In non-controlled companies-supplementary activities |
13,964 | 12,860 | ||||
Other unlisted |
3,113 | 3,090 | ||||
Total |
45,722 | 43,356 | ||||
- 53 -
06-30-07 | 12-31-06 | |||||
d) OTHER RECEIVABLES Other |
||||||
Prepayments |
28,567 | 22,602 | ||||
Guarantee deposits |
36,012 | 27,059 | ||||
Miscellaneous receivables |
62,531 | 64,193 | ||||
Tax prepayments |
28,834 | 372,364 | ||||
Other |
100,283 | 38,991 | ||||
Total |
256,227 | 525,209 | ||||
e) OTHER SUBSIDIARIES ASSETS |
||||||
Premium receivables from insurance companies |
, | 25,749 | ||||
Other related to insurance business |
449 | 450 | ||||
Total |
449 | 26,199 | ||||
f) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS - Other |
||||||
Correspondents our account |
26,761 | 23,746 | ||||
Collections and other operations for the account of third parties |
40,971 | 29,815 | ||||
Other withholdings and collections at source |
68,567 | 57,461 | ||||
Accounts payable for consumption |
103,413 | 108,636 | ||||
Money orders payable |
207,473 | 203,635 | ||||
Other |
86,208 | 51,230 | ||||
Total |
533,393 | 474,523 | ||||
g) OTHER LIABILITIES Other |
||||||
Accrued salaries and payroll taxes |
105,741 | 150,102 | ||||
Accrued taxes |
90,269 | 119,964 | ||||
Miscellaneous payables |
81,059 | 65,532 | ||||
Other |
5,484 | 4,375 | ||||
Total |
282,553 | 339,973 | ||||
h) SUBSIDIARIES OTHER LIABILITIES |
||||||
Insurance companies, claims in adjustment process |
85,877 | 98,077 | ||||
Fluctuation fund Consolidar Cía de Seguros de Retiro S.A. |
128,603 | 108,585 | ||||
Insurance companies, mathematical reserve |
1,701,738 | 1,574,374 | ||||
Insurance companies, reinsurer´s reserve |
(78 | ) | (301 | ) | ||
Difference arising from secured loans accrued valuation Consolidar Cía. De Seguros S.A. |
(24,023 | ) | (25,947 | ) | ||
Benefit pending of integration Resolution No. 29,796 Consolidar Cía de Seguros de |
||||||
Retiro S.A. |
(194 | ) | (607 | ) | ||
Other related to insurance business |
84,059 | 81,717 | ||||
Total |
1,975,982 | 1,835,871 | ||||
- 54 -
06-30-07 | 12-31-06 | |||
i) MEMORANDUM ACCOUNTS DEBIT CONTROL Other |
||||
Items in safekeeping |
30,971,297 | 28,347,494 | ||
Collections items |
497,089 | 512,838 | ||
Checks drawn on the Bank pending clearing |
193,972 | 157,409 | ||
Checks not yet credited |
579,935 | 521,952 | ||
Other |
34,201 | 27,298 | ||
Total |
32,276,494 | 29,566,991 | ||
06-30-07 | 06-30-06 | |||
j) SERVICE CHARGE EXPENSE - Other |
||||
Turn-over tax |
15,102 | 12,785 | ||
Other |
5,047 | 2,408 | ||
Total |
20,149 | 15,193 | ||
k) ADMINISTRATIVE EXPENSES Other operating expenses |
||||
Rent |
24,041 | 22,653 | ||
Depreciations of premises and equipment |
17,980 | 15,967 | ||
Amortizations of organization and development expenses |
10,392 | 12,329 | ||
Maintenance, conservation and repair expenses |
18,128 | 14,874 | ||
Electric power and communications |
12,573 | 11,332 | ||
Security services |
10,564 | 9,695 | ||
Other |
7,333 | 6,250 | ||
Total |
101,011 | 93,100 | ||
l) OTHER INCOME - Other |
||||
Premiums Insurance companies |
120,870 | 83,498 | ||
Deferred income tax (1) |
1,300 | 85,000 | ||
Others |
17,603 | 7,155 | ||
Total |
139,773 | 175,653 | ||
(1) Offset by a charge for the same amount in the line Charge for uncollectibility of other receivables and other allowances under the caption Other expense item. | ||||
m) OTHER EXPENSE Other |
||||
Insurance companies, mathematical reserve |
151,061 | 101,404 | ||
Life Annuities Consolidar Cía. De Seguros de Retiro S.A. |
56,969 | 47,121 | ||
Tax on bank credits and debits |
15,725 | 11,535 | ||
Deferred tax expenses |
330,000 | . | ||
Losses arising from transactions with fixed assets and miscellaneous |
602 | 713 | ||
Claims paid Insurance companies |
111,672 | 100,853 | ||
Other |
27,033 | 25,040 | ||
Total |
693,062 | 286,666 | ||
- 55 -
EXHIBIT 1
CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY
CATEGORIES AND GUARANTIES RECEIVED
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish-See Note 17)
-Stated in thousands of pesos-
06-30-07 | 12-31-06 | |||
COMMERCIAL PORTFOLIO |
||||
Normal performance |
7,904,079 | 8,065,874 | ||
Preferred collaterals and counter guaranty A |
79,337 | 62,808 | ||
Other collaterals and counter guaranty B |
69,513 | 44,596 | ||
Without senior security or counter guaranty |
7,755,229 | 7,958,470 | ||
In potential risk |
17,987 | 28,448 | ||
Other collaterals and counter guaranty B |
1,658 | 1,863 | ||
Without senior security or counter guaranty |
16,329 | 26,585 | ||
Nonperforming |
9,057 | 5,297 | ||
Without senior security or counter guaranty |
9,057 | 5,297 | ||
With high risk of uncollectibility |
36,521 | 24,001 | ||
Without senior security or counter guaranty |
36,521 | 24,001 | ||
Uncollectible |
1,661 | 29,883 | ||
Without senior security or counter guaranty |
1,661 | 29,883 | ||
Total |
7,969,305 | 8,153,503 | ||
- 56 -
EXHIBIT 1
(Contd.)
CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY
CATEGORIES AND GUARANTIES RECEIVED
AS OF JUNE 30, 2007 AND DECEMBER 31, 2006
(Translation of financial statements originally issued in Spanish-See Note 17)
-Stated in thousands of pesos-
06-30-07 | 12-31-06 | |||
CONSUMER AND HOUSING PORTFOLIO |
||||
Normal performance |
2,568,790 | 2,117,539 | ||
Preferred collaterals and counter guaranty A |
7,083 | 10,005 | ||
Other collaterals and counter guaranty B |
551,775 | 470,116 | ||
Without senior security or counter guaranty |
2,009,932 | 1,637,418 | ||
Inadequate performance |
22,003 | 20,712 | ||
Other collaterals and counter guaranty B |
6,597 | 7,629 | ||
Without senior security or counter guaranty |
15,406 | 13,083 | ||
Deficient performance |
11,974 | 8,103 | ||
Other collaterals and counter guaranty B |
954 | 527 | ||
Without senior security or counter guaranty |
11,020 | 7,576 | ||
Unlikely to be collected |
1,453 | 6,584 | ||
Other collaterals and counter guaranty B |
348 | 625 | ||
Without senior security or counter guaranty |
1,105 | 5,959 | ||
Uncollectible |
18,253 | 6,578 | ||
Other collaterals and counter guaranty B |
2,375 | 2,463 | ||
Without senior security or counter guaranty |
15,878 | 4,115 | ||
Uncollectible, classified as such under regulatory requirements |
946 | 827 | ||
Other collaterals and counter guaranty B |
191 | 163 | ||
Without senior security or counter guaranty |
755 | 664 | ||
Total |
2,623,419 | 2,160,343 | ||
General Total (1) |
10,592,724 | 10,313,846 | ||
(1) | Items included: Loans (before allowances and difference arising from purchase of portfolio); Other receivables from financial transactions: Unlisted corporate bonds, Other receivables covered by debtor classification regulations, Interest accrued and pending collection covered by debtor classification regulations; Assets subject to financial leasing (before allowances); Other receivables: Receivables from sale of goods and interest accrued on receivables from sale of goods; Contingent credit balance memorandum accounts: Credit lines granted (unused portion) covered by debtor classification regulations, Other guaranties given covered by debtor classification regulations and Other covered by debtor classification regulations. |
- 57 -
INDEPENDENT AUDITORS LIMITED REVIEW REPORT
To the President and the Board of Directors
BBVA BANCO FRANCÉS S.A.
Reconquista 199
City of Buenos Aires
1. | Identification of the financial statements subject to our review |
We have reviewed:
a) | the accompanying financial statements of BBVA BANCO FRANCÉS S.A. (BBVA BANCO FRANCÉS S.A. or the Bank), which comprise the balance sheet as of June 30, 2007 and the statement of income, statement of changes in stockholders equity and cash flow statement for the six-month period then ended, with their notes 1 to 16 (notes 2 and 4 describe a summary of significant accounting policies), and supplemental Exhibits A through L, N and O; and |
b) | the consolidated financial statements of BBVA BANCO FRANCÉS S.A. and its subsidiaries (listed in note 1 to the consolidated financial statements), which comprise the consolidated balance sheet as of June 30, 2007 and the consolidated statement of income and the consolidated cash flow statement for the six-month period then ended, with their notes 1 to 7 and the supplemental Exhibit 1. |
The balance sheet (both the stand-alone and the consolidated balance sheets) and certain related supplemental information are presented for comparative purposes with the balance sheet and supplemental information for the year ended December 31, 2006.
The statement of income, statement of changes in stockholders equity and cash flow statement referred to above (both the stand-alone and the consolidated statements) and the related supplemental information are presented for comparative purposes with the statements and supplemental information for the six-month period ended June 30, 2006.
The Banks Board of Directors and Management are responsible for the preparation and fair presentation of such financial statements in conformity with accounting principles generally accepted in Argentina, and those established by the Argentine Central Bank (B.C.R.A.). Our responsibility is to make a representation on such financial statements, based on our limited review performed in accordance with the scope described in caption 2 of this report.
2. | Scope of our review |
Our review was limited to the application of the procedures established by the auditing standards generally accepted in Argentina as adopted by the Professional Council in Economic Sciences of Buenos Aires for the limited reviews of financial statements corresponding to interim periods, and the Minimum Standards applicable for External Audits established by the B.C.R.A. These standards determine a scope which is substantially less than the application of all the auditng procedures necessary to be able to issue an audit opinion on financial statements taken as a whole. Accordingly, we do not express an opinion on the financial position of the Bank as of June 30, 2007, on the results of its operations, the changes in its stockholders equity and its cash flow for the six-month period then ended.
3. | Explanatory paragraph |
The stand-alone and the consolidated financial statements referred to in paragraphs a) and b) of caption 1 of this report have been prepared by the Bank in accordance with the accounting standards established by the B.C.R.A., which differ from the professional accounting standards currently in force in Argentina concerning the matters indicated in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.
4. | Limited review report |
Based on our limited review procedures performed with the scope indicated in caption 2 of this report, which did not include all the auditing procedures necessary to enable us to express an opinion on the financial statements referred to in caption 1, taken as a whole, we are in position to report that:
a) | the financial statements of BBVA BANCO FRANCÉS S.A. both individually and consolidated with its subsidiaries companies mentioned in paragraphs a) and b) of caption 1 of this report, give consideration to all the significant facts and circumstances of which we are aware of, and |
b) | we have no observations to present on the referred financial statements, other than those indicated under caption 3. |
In relation to the figures for the year ended December 31, 2006 and those for the six-month period ended June 30, 2006, which are presented for comparative purposes as indicated in caption 1 of this report which we have checked with those of the corresponding financial statements,
a) | our Independent Auditors Report on the financial statements for the year ended December 31, 2006 was issued on February 15, 2007 and was qualified due to certain departures from professional accounting standards currently in force in Argentina, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements. |
b) | we have performed a limited review the financial statements for the six-month period ended June 30, 2006, on which we have issued our limited review report on August 10, 2006, which we refer to, including an observation related to certain departures from professional accounting standards currently in force in Argentina. |
5. | English translation of statutory financial statements |
This report and the financial statements referred to in caption 1 have been translated into English for the convenience of English-speaking readers. As further explained in note 17 to the accompanying stand-alone financial statements, the financial statements (both the stand-alone and the consolidated financial statements) are the English translation of those originally prepared by the Bank in Spanish and presented in accordance with the accounting standards of B.C.R.A. and the professional accounting standards in force in Argentina. The effects of the differences between the accounting standards of B.C.R.A. and the professional accounting standards in force in Argentina, and the accounting principles generally accepted in the countries in which the financial statements are to be used have not been quantified. Accordingly, the accompanying financial statements are not intended to present the financial position, results of operations, stockholders equity or cash flows in accordance with accounting principles generally accepted in the countries of users of the financial statements, other than Argentina.
City of Buenos Aires, August 9, 2007.
CARLOS B. SRULEVICH | ||||
Partner | ||||
Contador Público | ||||
(Universidad de Buenos Aires) | ||||
C.P.C.E.C.A.B.A. - T° 139 - F° 192 |
Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms and their respective subsidiaries and affiliates. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each others acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names Deloitte, Deloitte & Touche, Deloitte Touche Tohmatsu, or other related names. Services are provided by the member firms or their subsidiaries or affiliates and not by the Deloitte Touche Tohmatsu Verein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BBVA French Bank S.A. | ||||
Date: August 17, 2007 | By: | /s/ Martín E. Zarich | ||
Name: | Martín E. Zarich | |||
Title: | Chief Financial Officer |