Edgar Filing: BBVA BANCO FRANCES SA

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of August, 2012

Commission File Number: 001-12568

BBVA FRENCH BANK S.A.

(Translation of registrant’s 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

BBVA French Bank S.A.

TABLE OF CONTENTS


Item

1.		Financial Statements as of June 30, 2012 together with Independent Auditors’ Limited Review Report




		FINANCIAL STATEMENTS AS OF JUNE 30, 2012 TOGETHER WITH INDEPENDENT AUDITORS’ LIMITED REVIEW REPORT.


		- 1 -

BALANCE SHEETS AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
ASSETS:

A. CASH AND DUE FROM BANKS:
Cash		1,845,308		2,515,857
Due from banks and correspondents		4,509,044		3,828,204

Argentine Central Bank (BCRA)		4,221,590		3,647,455
Other local		1,638		2,341
Foreign		285,816		178,408

		6,354,352		6,344,061

B. GOVERNMENT AND PRIVATE SECURITIES:
Holdings booked at fair value (Exhibit A)		1.744,902		2,081,049
Holdings booked at amortized cost (Exhibit A)		164		164
Instruments issued by the BCRA (Exhibit A)		3,994,977		3,447,972
Investments in listed private securities (Exhibit A)		179		154
Less: Allowances (Exhibit J)		186		184

		5,740,036		5,529,155

C. LOANS:
To government sector (Exhibits B, C and D)		32,021		46,027
To financial sector (Exhibits B, C and D)		2,117,574		1,933,850

Interfinancial – (Calls granted)		30,000		49,000
Other financing to local financial institutions		1,789,093		1,685,678
Interest and listed-price differences accrued and pending collection		298,481		199,172

To non financial private sector and residents abroad (Exhibits B, C and D)		21,397,741		20,646,892

Overdraft		3,933,575		2,881,498
Discounted instruments		3,540,496		3,412,091
Real estate mortgage		705,128		736,900
Collateral Loans		594,789		456,656
Consumer		4,177,736		3,761,599
Credit cards		3,773,470		3,448,437
Other (Note 5 a.)		4,405,413		5,736,983
Interest and listed-price differences accrued and pending collection		322,756		302,060
Less: Interest documented together with main obligation		55,622		89,332

Less: Allowances (Exhibit J)		440,991		426,817

		23,106,345		22,199,952

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		473,359		417,836
Amounts receivable for spot and forward sales to be settled		505,593		1,181,974
Instruments to be received for spot and forward purchases to be settled		42,232		187,057
Premiums for options bought		1		2,431
Unlisted corporate bonds (Exhibits B, C and D)		3,663		13,424
Non-deliverable forward transactions balances to be settled		19,918		34,249
Other receivables not covered by debtor classification regulations		—,—		6,198
Other receivables covered by debtor classification regulations (Exhibits B, C and D)		108,810		98,173
Less: Allowances (Exhibit J)		1,113		1,203

		1,152,463		1,940,139

E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibits B, C and D)		875,722		879,635
Interest accrued pending collection (Exhibits B, C and D)		13,420		12,070

Less: Allowances (Exhibit J)		11,468		11,944

		877,674		879,761

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions (Exhibit E)		160,287		127,761
Other (Note 5.b.) (Exhibit E)		111,232		130,692

		271,519		258,453

G. OTHER RECEIVABLES:
Receivables for assets sold (Exhibits B, C and D)		3,620		—,—
Other (Note 5.c.)		947,051		819,507
Other interest accrued and pending collection		3,477		1,820
Less: Allowances (Exhibit J)		262,773		136,984

		691,375		684,343

H. PREMISES AND EQUIPMENT (Exhibit F):		562,639		579,861


I. OTHER ASSETS (Exhibit F):		25,710		25,304

J. INTANGIBLE ASSETS (Exhibit G):
Organization and development expenses		95,535		80,911

		95,535		80,911

K. SUSPENSE ITEMS:		4,241		6,354

TOTAL ASSETS:		38,881,889		38,528,294


		- 2 -

				(Contd.)

BALANCE SHEETS AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
LIABILITIES:

L. DEPOSITS (Exhibits H and I):
Government sector		1,388,809		1,141,024
Financial sector		54,210		43,882
Non financial private sector and residents abroad		28,639,506		28,100,010

Checking accounts		7,697,838		6,385,198
Savings deposits		9,152,360		9,507,743
Time deposits		10,864,069		11,308,785
Investments accounts		143,842		219,366
Other		662,667		553,286
Interest and listed-price differences accrued payable		118,730		125,632

		30,082,525		29,284,916


M. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (Exhibit I)		18,702		18,450

Other		18,702		18,450

Banks and International Institutions (Exhibit I)		671,483		563,338
Unsubordinated corporate bonds (Exhibit I)		334,093		185,193
Amounts payable for spot and forward purchases to be settled		4,086		187,166
Instruments to be delivered for spot and forward sales to be settled (Exhibit O)		546,736		1,181,355
Premiums for options written		—,—		779
Financing received from Argentine financial institutions (Exhibit I)		6,116		112,044

Interfinancial – (Calls granted)		5,000		110,200
Other financing from local financial institutions		1,114		1,507
Interest accrued payable		2		337
Non-deliverable forward transactions balances to be settled		10,725		6,565
Other (note 5.d.) (Exhibit I)		1,367,914		1,630,498
Interest and listed-price differences accrued payable (Exhibit I)		10,297		4,239

		2,970,152		3,889,627


N. OTHER LIABILITIES:

Other (note 5.e.)		886,264		1,044,690

		886,264		1,044,690


O. ALLOWANCES (Exhibit J):		489,360		394,665

P. SUSPENSE ITEMS:		13,960		46,139

TOTAL LIABILITIES:		34,442,261		34,660,037


STOCKHOLDERS’ EQUITY: (as per the related statements of changes in stockholders’ equity)		4,439,628		3,868,257

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		38,881,889		38,528,294


		- 3 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		22,200		—,—
– Guaranties received		4,591,333		4,030,311
– Contra contingent debit accounts		568,224		500,747

		5,181,757		4,531,058

Control
– Receivables classified as irrecoverable		296,062		313,667
– Other (note 5.f.)		62,053,436		55,122,590
– Contra control debit accounts		913,607		1,000,226

		63,263,105		56,436,483

Derivatives (Exhibit O)
– “Notional” amount of call options bought		1,397		30,032
– “Notional” amount of non-deliverable forward transactions		4,894,966		3,588,570
– Interest rate SWAP		853,571		661,836
– Contra derivatives debit accounts		4,717,098		3,453,746

		10,467,032		7,734,184

For trustee activities
– Funds in trust		6,584		7,117

		6,584		7,117

TOTAL		78,918,478		68,708,842

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibits B, C and D)		14,891		21,996
– Guaranties provided to the BCRA		129,138		134,235
– Other guaranties given covered by debtor classification regulations (Exhibits B, C and D)		242,746		175,081
– Other guaranties given non covered by debtor classification regulations		84,477		70,649
– Other covered by debtor classification regulations (Exhibits B, C and D)		96,972		98,786
– Contra contingent credit accounts		4,613,533		4,030,311

		5,181,757		4,531,058

Control
– Items to be credited		820,647		720,011
– Other		92,960		280,215
– Contra control credit accounts		62,349,498		55,436,257

		63,263,105		56,436,483

Derivatives (Exhibit O)
– “Notional” amount of call options written		1,536		34,505
– “Notional” amount of non-deliverable forward transactions		4,715,562		3,419,241
– Contra derivatives credit accounts		5,749,934		4,280,438

		10,467,032		7,734,184


For trustee activities
– Contra credit accounts for trustee activities		6,584		7,117

		6,584		7,117

TOTAL		78,918,478		68,708,842

The accompanying notes 1 through 18 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.


		- 4 -

STATEMENTS OF INCOME FOR THE SIX MONTH PERIODS

ENDED JUNE 30, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		06-30-2011
A. FINANCIAL INCOME

Interest on cash and due from banks		—,—		1
Interest on loans to the financial sector		192,011		87,347
Interest on overdraft		302,653		172,602
Interest on discounted instruments		249,268		118,140
Interest on real estate mortgage		58,741		59,936
Interest on collateral loans		64,702		19,727
Interest on credit card loans		297,492		160,393
Interest on other loans		744,161		453,036
Interest on other receivables from financial transactions		18,074		12,940
Interest on financial leases		73,494		49,260
Income from secured loans – Decree 1387/01		2,612		25,130
Net income from government and private securities		305,723		186,349
Net income from options		255		87
Indexation by benchmark stabilization coefficient (CER)		65,296		39,894
Gold and foreign currency exchange difference		92,523		99,774
Other		133,652		52,301

		2,600,657		1,536,917

B. FINANCIAL EXPENSE

Interest on checking accounts		—,—		4
Interest on savings deposits		5,527		4,016
Interest on time deposits		719,633		415,626
Interest on interfinancial financing (calls received)		1,443		392
Interest on other financing of financial institutions		—,—		2
Interest on other liabilities from financial transactions		38,892		2,750
Other interest		3,763		1,924
Indexation by CER		90		89
Contribution to the deposit guarantee fund		25,687		20,469
Other		119,170		68,507

		914,205		513,779

GROSS INTERMEDIATION MARGIN – GAIN		1,686,452		1,023,138

C. ALLOWANCES FOR LOAN LOSSES		71,161		27,568

D. SERVICE CHARGE INCOME

Related to lending transactions		339,735		243,027
Related to liability transactions		430,227		341,575
Other commissions		42,469		42,112
Other (note 5.g.)		248,529		195,714

		1,060,960		822,428

E. SERVICE CHARGE EXPENSE

Commissions		193,230		163,192
Other (note 5.h.)		92,344		65,169

		285,574		228,361


		- 5 -

				(Contd.)

STATEMENTS OF INCOME FOR THE SIX MONTH PERIODS

ENDED JUNE 30, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		06-30-2011

F. ADMINISTRATIVE EXPENSES

Payroll expenses		826,093		609,780
Fees to Bank Directors and Supervisory Committee		1,074		804
Other professional fees		15,243		14,118
Advertising and publicity		52,994		53,528
Taxes		105,535		85,843
Fixed assets depreciation		37,870		30,840
Organizational expenses amortization		18,350		13,522
Other operating expenses		191,275		150,311
Other		143,707		98,068

		1,392,141		1,056,814


NET GAIN FROM FINANCIAL TRANSACTIONS		998,536		532,823

G. OTHER INCOME

Income from long-term investments		50,403		90,825
Punitive interests		3,689		1,833
Loans recovered and reversals of allowances		33,163		53,170
Other (note 5.i.)		203,298		119,825

		290,553		265,653

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		22		313
Charge for uncollectibility of other receivables and other allowances		233,728		116,322
Amortization of difference arising from judicial resolutions Depreciation and losses from miscellaneous assets		8,150 206		9,215 186
Other		32,912		14,054

		275,018		140,090


NET GAIN BEFORE INCOME TAX		1,014,071		658,386


I. INCOME TAX (note 4.1)		442,700		265,900


NET INCOME FOR THE PERIOD		571,371		392,486

The accompanying notes 1 through 18 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.


		- 6 -

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


2012																2011
			Non capitalized contributions				Retained earnings
Movements	Capital Stock		Issuance premiums		Adjustments to stockholders’ equity (1)		Legal		Other		Unappropriated earnings			Total		Total

1. Balance at beginning of fiscal year		536,878		182,511		312,979		1,042,021		—,—		1,793,868			3,868,257		3,746,915

2. Stockholders’ Meeting held on March 26, 2012 and March 30, 2011

– Dividends paid in cash		—,—		—,—		—,—		—,—		—,—		—,—			—,—		(804,000	)

– Legal reserve		—,—		—,—		—,—		201,115		—,—		(201,115	)		—,—		—,—
– Voluntary reserve for future distributions of income		—,—		—,—		—,—		—,—		1,592,753		(1,592,753	)		—,—		—,—

3. Unrealized valuation difference		—,—		—,—		—,—		—,—		—,—		—,—			—,—		(88,131	)

4. Net income for the period		—,—		—,—		—,—		—,—		—,—		571,371			571,371		392,486

5. Balance at the end of the period		536,878		182,511		312,979		1,243,136		1,592,753		571,371			4,439,628		3,247,270

(1)	Adjustments to stockholders’ equity refers to Adjustment to Capital Stock.

The accompanying notes 1 through 18 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.


		- 7 -

STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW FOR THE

SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012			06-30-2011
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		6,667,627	(1)		5,835,595	(1)
Cash and cash equivalents at the end of the period		6,662,697	(1)		7,347,857	(1)

Net (decrease) / increase in cash and cash equivalents		(4,930	)		1,512,262

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
– Government and private securities		56,502			1,113,889
– Loans		1,322,650			(1,670,637	)

to financial sector		(61,070	)		(314,556	)
to non-financial public sector		16,474			25,808
to non-financial private sector and residents abroad		1,367,246			(1,381,889	)
– Other receivables from financial transactions		(13,213	)		97,516
– Receivables from financial leases		2,087			(131,393	)
– Deposits		(72,203	)		3,116,483

to financial sector		10,328			38,454
to non-financial public sector		254,700			259,810
to non-financial private sector and residents abroad		(337,231	)		2,818,219
– Other liabilities from financial transactions		(361,136	)		319,648

Financing from financial or interfinancial sector (calls received)		(105,200	)		19,900
Others (except liabilities included in Financing Activities)		(255,936	)		299,748
Collections related to service charge income		1,058,717			818,676
Payments related to service charge expense		(285,334	)		(226,700	)
Administrative expenses paid		(1,393,487	)		(1,047,681	)
Organizational and development expenses paid		(14,492	)		(14,024	)
Net collections from punitive interest		3,667			1,520
Differences from judicial resolutions paid		(8,150	)		(9,215	)
Collections of dividends from other companies		7,090			6,263
Other collections related to other income and expenses		193,982			146,152

Net cash flows provided by operating activities		496,680			2,520,497


Investment activities

Net payments from premises and equipment		(20,648	)		(54,719	)
Net (payments) / collections from other assets		(612	)		100
Collections from sales of ownership interests in other companies		15,174			—,—
Other (payments) / collections from investment activities		(132,599	)		78,733

Net cash flows (used in) / provided by investment activities		(138,685	)		24,114


Financing activities

Net collections / (payments) from:
– Unsubordinated corporate bonds		148,900			—,—
– Argentine Central Bank		474			(113	)

Other		474			(113	)
– Banks and international agencies		108,145			157,416
– Financing received from local financial institutions		(393	)		(332	)
Cash dividends paid		—,—			(804,000	)
Other payments related to financing activities		(620,051	)		(385,321	)

Net cash flows used in financing activities		(362,925	)		(1,032,350	)


Financial results and results from holdings of cash and cash equivalents (including interest)		—,—			1


Net (decrease) / increase in cash and cash equivalents		(4,930	)		1,512,262

(1)	See note 16 “Statements of cash and cash equivalents flow”

The accompanying notes 1 through 18 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.


		- 8 -

NOTES TO THE FINANCIAL STATEMENTS AS OF JUNE 30, 2012, PRESENTED IN COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2011, AND THE STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS’ EQUITY AND CASH AND CASH EQUIVALENTS FLOW AS OF JUNE 30, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

(Stated in thousands of pesos)

1.	CORPORATE SITUATION AND BANK’S ACTIVITIES

1.1

Corporate situation

BBVA Banco Francés S.A. (hereinafter indistinctly referred to as either “BBVA Francés” or the “Bank”) has its main place of business in Buenos Aires, Argentina, and operates a 243-branch network.

As from December, 1996, BBVA Francés is part of Banco Bilbao Vizcaya Argentaria S.A. (BBVA) global strategy, which controls the Bank, direct and indirectly, with 75.96% of the corporate stock as of June 30, 2012.

Part of the Bank’s 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 Bank’s capital stock during the last five 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, 2007:							471,361

03-27-2009	10-05-2009	(1)		65,000			536,361
03-30-2011	09-14-2011	(2)		517			536,878	(3)
03-26-2012		(4)		50,410
03-26-2012		(4)		(50,410	)		536,878

(1)	For payment of share dividend.

(2)	Due to the merger of Consolidar Comercializadora S.A. into BBVA Francés.

(3)	The amount of Capital Stock is fully paid in and authorized for public offering by National Securities Commission (CNV).

(4)	Due to the merger of Inversora Otar S.A. into BBVA Francés. The issuance of 50,410,182 shares will take place as soon as the merger has been registered with the Public Registry of Commerce and immediately afterwards, BBVA Francés will cancel the 50,410,182 shares that it owns (see note 1.4).

1.3

Sale of Consolidar Aseguradora de Riesgos del Trabajo S.A.

On October 6, 2011, a purchase and sale agreement was executed for the aggregate shares held by Consolidar Aseguradora de Riesgos del Trabajo S.A. (Consolidar ART) between BBVA Francés, holder of 12.50% of the capital stock, and Banco Bilbao Vizcaya Argentaria S.A., holder of 87.50% of the capital stock, in their capacities as selling shareholders, and Galeno Argentina S.A. in its capacity as buyer.


		- 9 -

Pursuant to said agreement, a price was established for the shares, at US$ 59,443,137, adjustable on the basis of the net proceeds resulting from the sale of the interest held by Consolidar ART in the real estate for own use where it had its offices. On October 6, 2011 BBVA Francés received from the buyer a down payment in the amount of 18,750 equal to 60% of the pro rata price of the transaction. On February 6, 2012, the transaction was approved by the National Superintendence of Insurance (S.S.N.) and on March 6, 2012, the transfer of the stock ownership from Consolidar ART to Galeno Argentina S.A. was perfected, together with the collection of the transaction price balance.

1.4

Inversora Otar S.A. merged by absorption into BBVA Francés

As of the end of the previous fiscal year, Inversora Otar S.A. (Otar) held in its name 50,410,182 book-entry, ordinary shares, with a par value of $1 each and right to 1 vote each in the capital stock of BBVA Francés.

On February 9, 2012, the Boards of Directors of BBVA Francés and Otar entered into a “Preliminary Merger Agreement” whereby BBVA Francés incorporates Otar on the basis of these companies’ financial statements as of December 31, 2011 and Otar goes through a dissolution without liquidation process.

On March 26, 2012, the Ordinary and Extraordinary General Shareholders’ Meetings of BBVA Francés and Otar approved the above mentioned preliminary merger agreement, the consolidated financial statements for merging purposes as of December 31, 2011 and the shares’ exchange ratio.

The Shareholders’ Meeting of BBVA Francés above mentioned, approved the increase in capital stock of BBVA Francés by issuing 50,410,182 book-entry, ordinary shares with a par value of $ 1 each and 1 vote per share, to be listed for public offering at the Buenos Aires Stock Exchange in order to be delivered to the shareholders of Otar. These shares will be issued as soon as the merger is registered with the Public Registry of Commerce.

In addition, immediately after the above-mentioned capital increase, BBVA Francés will cancel the 50,410,182 book-entry, ordinary shares, with a par value of $1 each and right to 1 vote each that it owns subject to the previous capital stock reduction stemming from the merger.

The parties have agreed to fix April 1, 2012 as the effective date for the merger as that was the date when all the assets and liabilities of the merged company were transferred, for 390.971 y 5.668, respectively.

As of the date of issuance of these financial statements, the decisions adopted shall be subject to the approval of the competent authorities.

1.5

Responsibility of stockholders

BBVA Francés 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 Nr. 19,550. As a result, in compliance with Law Nr. 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.


		- 10 -

2.	SIGNIFICANT ACCOUNTING POLICIES

2.1

Restatement of the financial statements in equivalent purchasing power

The financial statements have been taken from the Bank’s books of account in conformity with the standards of the Argentine Central Bank (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 Nr. 6 (modified by Technical Pronouncement Nr. 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.).

According 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 according to CNV General Resolution Nr. 272 and BCRA Communication “A” 2365, the accounting figures were not restated through December 31, 2001. In view of CNV General Resolution Nr. 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 Nr. 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 Francés 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, 2011, while the Statements of Income, Changes in Stockholders’ Equity and Cash and cash equivalents flow show comparative information as of June 30, 2011.

On January 1, 2012, the Bank reclassified its loans to personnel within the scope of Communication “A” 1250 from the Loans caption to the Other receivables caption.

As a result, for comparative purposes, the Bank adapted the balances of such assets in the Balance Sheet as of December 31, 2011 and in the Statement of Cash and cash equivalents flow as of June 30, 2011.

It must be clarified that these changes do not have a significant impact on the presentation of the financial statements as of such date considered as a whole.

2.3

Valuation methods

The main valuation methods used in the preparation of the financial statements have been as follows:

Foreign currency assets and liabilities:

As of June 30, 2012 and the end of the previous fiscal year, such amounts were translated into Pesos 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.

Government and private securities:

•

Holdings booked at fair value and instruments issued by the BCRA at fair value: they were valued based on current listed prices or the prevailing present value for each security as of June 30, 2012 and the end of the previous fiscal year. Differences in listed prices were credited/charged to income for the period or fiscal year.


		- 11 -

•

Holdings booked at amortized cost and instruments issued by the BCRA at amortized cost: as of June 30, 2012 and the end of the previous fiscal year, these were valued using the amount of initial recognition, rose on the basis of the interest accrued as per the internal rate of return.

•

Investments in listed private securities, equity and debt instruments: they were valued based on current listed prices as of June 30, 2012 and the end of the previous fiscal year. Differences in listed prices were charged to income for the period or fiscal year.

Loans to Government Sector:

Federal Government secured loans - Decree Nr. 1387/2001:

As of June 30, 2012 and the end of the previous fiscal year, the secured loans were valued at the highest amount resulting from a comparison between the present value as estimated by BCRA and the book value in accordance with the provisions under BCRA’s Communication “A” 5180. In addition, the amount required to take their book values to their fair realization values is recorded in a balancing account.

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.

Benchmark stabilization coefficient (CER):

As of June 30, 2012 and the end of the previous fiscal year, receivables and payables have been adjusted to the CER as follows:

•

Federal government secured loans have been adjusted under Resolution Nr. 50/2002 of the Ministry of Economy, which resolved that the CER business 10 (ten) days prior to the maturity date of the related service will be considered for yield and repayments of the loans.

•

Federal Government Secured Bonds due in 2020: have been adjusted under Resolution Nr. 539/2002 of the Ministry of Economy, which resolved that the CER business 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, 2012 and the end of the previous fiscal year.

Allowance for loan losses and contingent commitments:

For loans, other receivables from financial transactions, receivables from financial leases, receivables from sale of property assets and contingent commitments: the allowances have been calculated based on the Bank’s 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.

Instruments to be received and to be delivered for spot and forward transactions pending settlement:

•

In foreign currency: they were valued according to the benchmark exchange rate of the BCRA for each currency determined on the last business day of the end of the period or fiscal year.

•

Securities: with Holdings booked at fair value and Instruments issued by B.C.R.A at fair value: according to the method described in 2.3.b).

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, 2012 and the end of the previous fiscal year.


		- 12 -

Unlisted Corporate Bonds:

They were valued at acquisition cost plus income accrued but not collected as of June 30, 2012 and the end of the previous fiscal year.

Receivables from financial leases:

As of June 30, 2012 and the end of the previous fiscal year, they were valued at the present value of the sum of the periodical instalments and the agreed-upon residual value, calculated as per the conditions agreed upon in the respective leases, applying the imputed interest rate thereto.

Investments in other companies:

•

Investments in controlled financial institutions, supplementary activities and authorized were valued based on the following methods:

•

BBVA Francés Valores Sociedad de Bolsa S.A., Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings), PSA Finance Argentina Compañía Financiera S.A. and BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión: were valued by applying the equity method at the end of the period or fiscal year.

•

Investments in non controlled financial institutions, supplementary activities and authorized were valued according to the following methods:

•

Rombo Cía. Financiera S.A., Banelco S.A., Visa Argentina 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.: 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.

•

Investments in other controlled affiliates were valued based on the following method:

•

Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings): was valued by applying the equity method at the end of the period.

•

Other non controlled affiliates were valued based on the following methods:

•

BBVA Consolidar Seguros S.A.: was 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.

•

Consolidar ART (see note 1.3): was valued by applying the equity method at December 31, 2011.

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).

Intangible assets:

They have been valued at acquisition cost less related accumulated amortization calculated in proportion to the months of estimated useful life of the items concerned (see useful life assigned in Exhibit G).

This caption included 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


		- 13 -

framework of the provisions of Law Nr. 25,561, Decree Nr. 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) was amortized within the 60 monthly instalments starting in April 2003 in accordance with Communication “A” 3916 of the BCRA.

As of June 30, 2012 and the end of the previous fiscal year these assets have been fully amortized, with the total accumulated amortization as of those dates amounting to 1,367,410 and 1,359,260, respectively.

The Bank, however, notifies that such amortization was 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.

Pursuant to the decisions handed down by Argentina’s Supreme Court of Justice of Argentina (“Massa, Juan Agustín v. Argentine Executive Branch - Executive Order 1570/ et al over action for the protection of constitutional rights (amparo) Law Nr. 16,986” and “Kujarchuk v. Argentine Executive Branch”), a calculation method was established for the payment of bank deposits that was different from the one that had been instituted by the Argentine Executive Branch.

As of June 30, 2012 and the end of the previous fiscal year, the Bank has estimated this contingency and it has raised allowances for the total amount.

The Bank’s 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 the “pesification” of the underlying deposits. In this regard, the Bank has informed of such financial damages to the relevant authorities, with reservation of rights.

Derivative transactions (see note 12):

•

Interest rate swaps and Forward transactions:

Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of the period or fiscal year.

Forward transactions receivable/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 the end of the period or fiscal year as applied to stated notional amounts.

•

Call options bought and written:

As of June 30, 2012 and the end of the previous fiscal year, these were valued based on their intrinsic value, which represents the difference between the market value of the underlying asset and the strike price. The exchange differences were charged to income (loss) for the period or fiscal year.

•

Repo and Reverse Repo transactions

As of June 30, 2012 and as of the end of the previous fiscal year, the repos whose underlying assets are not subject to the volatilities published by BCRA were valued as per the cost of each transaction and the repos whose underlying assets are subject to volatility were recorded at their quoted value. Accrued premiums were charged to income (loss) for the period or fiscal year.

Term investments yielding variable income - Communication “A” 2482 and supplemented:

As of June 30, 2012 and the end of the previous fiscal year, the variable income yielded by these investments, agreed for terms equal to or in excess of 180 days, was accrued on the basis of the change in the price of the assets or the indicators contained in the provision and the terms and conditions of the respective transactions were also considered. Any said change was restricted to a given range of contractually agreed values.


		- 14 -

Employee termination pay:

The Bank expenses employee termination pay as disbursed.

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, 2012 and the end of the previous fiscal year.

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.

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.

Statement of Income Accounts:

•

As of June 30, 2012 and 2011, 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.

Earning per share:

As of June 30, 2012, the Bank calculated the earning per share on the basis of 536,877,850 ordinary shares of $1 par value each and as of June 30, 2011 on the basis of 536,361,306 ordinary shares of $ 1 par value each. The net income for each period on those dates is as follows:


	06-30-2012		06-30-2011

Net income for the period		571,371		392,486
Earning per share for the six-month period – (stated in pesos)		1.06		0.73

Use of accounting estimates:

The preparation of the financial statements in accordance with the standards set forth by the BCRA require the Bank’s 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.


		- 15 -

3.	DIFFERENCES BETWEEN BCRA ACCOUNTING STANDARDS AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN ARGENTINA

The Bank has prepared these financial statements by applying the regulations of the BCRA, which do not contemplate some of the valuation criteria established by the generally accepted accounting principles in Argentina.

The main differences between the regulations of the BCRA and the generally accepted accounting principles in Argentina are detailed below:

Tax effects

As already indicated hereinbelow, 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 Argentina, 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 234,700 and 109,600 as of June 30, 2012 and the end of the previous fiscal year, respectively, should be recovered.

Derivative financial instruments

As explained in notes 2.3.n) and 12, as of June 30, 2012 and the end of the previous fiscal year, the Bank recorded the effects of interest rate swap agreements as established by the BCRA. Should the Bank had applied the professional accounting standards currently in force, the stockholders’ equity would have decreased in 3,356 and in 16,018, respectively. By contrast, the effect of the application of the professional accounting standards on the income statement for the periods ended June 30, 2012 and 2011 would have been 12,662 (income) and 1,873 (loss), respectively.

Consolidar A.F.J.P. S.A. and Consolidar Retiro S.A. building acquisition

On September 25, 2009, the Bank acquired from Consolidar A.F.J.P. S.A. the latter’s undivided interest in the piece of real estate located in Avenida Independencia 169. The Bank booked a 20,109 write-down for the real estate in its stand-alone and consolidated balance sheet as of December 31, 2011 to reflect the result from the transaction attributable to the Bank’s ownership interest in the company. The professional accounting standards currently in force in Argentina do not require the mentioned adjustment.

On June 7, 2011, the Bank acquired from Consolidar Retiro the latter’s undivided interest in the piece of real estate located in Avenida Independencia 169. The Bank booked a 7,062 write-down for the real estate in its stand-alone and consolidated balance sheet as of December 31, 2011 to reflect the result from the transaction attributable to the Bank’s ownership interest in the company as of that date. The professional accounting standards currently in force in Argentina do not require the mentioned adjustment.

The entire undivided interest that the Bank owned in the property situated at Avenida Independencia 169 was sold on March 1, 2012.

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 fiscal year considering the effect of temporary differences between valuation of assets and liabilities for accounting purposes and their taxable bases. The Bank considered as temporary differences those that have a definitive reversal date in subsequent years.

As of June 30, 2012 and 2011, the Bank recorded 442,700 and 265,900, respectively, in the Income tax caption as the estimate of the income tax charge payable to the tax authorities for the relevant fiscal years.


		- 16 -

As of June 30, 2012 and the end of the previous fiscal year, the Bank has booked 307,668 and 326,818, respectively, in the caption Other liabilities - Other - Accrued Taxes as a result of having netted the income tax withholdings applied to the Bank until such dates.

Besides, 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 Bank’s Board of Directors, based on the opinion of its legal counsel, 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, 2012 and the end of the previous fiscal year, the Bank recorded under Other Receivables (in the line Tax Prepayments) a taxable deferred asset amounting 234,700 and 109,600, respectively. Such amounts are made up as follows:


	06-30-2012			12-31-2011

Deferred tax assets		403,400			333,200
Deferred tax liabilities		(168,700	)		(223,600	)


Net deferred assets		234,700			109,600
Allowance		(234,700	)		(109,600	)

4.2.

Tax on minimum presumed income

Tax on minimum presumed income (TOMPI) was established by Law Nr. 25,063 in the year ended December 31, 1998, for a ten-year term. On December 19, 2008 Law Nr. 26,426 established a one-year extension in TOMPI until December 30, 2009. In turn, Law Nr. 26,545, published in the Official Gazette on December 2, 2009 extended TOMPI for an additional ten-year period. 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 Bank’s 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.

As of June 30, 2012 and 2011, the Income tax assessed was higher than the TOMPI. Therefore, a provision was raised for Income tax.

4.3.

Other tax issues

On December 3, 1998, the Bank was notified of a tax assessment performed at the initiative of the Federal Administration of Public Revenue (AFIP), concerning income tax for the fiscal year 1992.

An appeal against said assessment was lodged with the Argentine Tax Court the Bank’s objections against said period were partially dismissed. Against this dismissal resolution, the Bank lodged yet another appeal with the Court of Appeals with jurisdiction over federal contentious and administrative matters. On September 4, 2009 the Bank was notified of the judgment rendered by the Appellate Court. The judgment annuls the judgment entered in due time by one of the Argentine Tax Court panels and remands the case file to the Tax Court for it to have another panel render a decision. Panel B of the Tax


		- 17 -

Court handed down a new judgment declaring the assessment to be null and void. The Tax Authorities lodged an appeal against this judgment and on August 16, 2011. Panel III of the Appellate Court ruled that the appeal had been abandoned. Against this rejection, the Tax Authorities lodged an extraordinary appeal that the Appellate Court dismissed and then a further appeal was lodged with the Supreme Court of Justice of Argentina, which refused to admit it on April 17, 2012, with the judgment favorable to the Entity becoming final.

On October 24, 2007, the Bank was notified by the Tax Bureau of the City of Buenos Aires of the commencement of a sua sponte tax assessment on a certain basis and partial in nature of the taxable income as regards turnover tax for the fiscal years 2002 and 2003.

On November 14, 2007, the Bank filed its defenses to the notice mentioned.

Then, on October 6, 2008, the Bank was given notice of Resolution Nr. 3631-DGR 2008 containing the sua sponte tax assessment for the fiscal years 2002 and 2003. On October 28, 2008, the Bank filed an appeal for review against this resolution, which was rejected on November 7, 2008.

In response to said rejection, on November 28, 2008 an appeal was lodged with a higher administrative authority by the Ministry of Economy of the Government of the City of Buenos Aires, which was also dismissed on April 24, 2009.

On April 28, 2009, the Court of Appeals with Federal Jurisdiction over Contentious Administrative Matters, Panel 3 handed down a judgment favourable to a petition filed by the Bank for the judge to suspend the effect of the decision made by administrative authorities until the appeal is decided. The judgment thus ordered that “….subject to a sworn promise to comply … a) the Tax Bureau of the City of Buenos Aires must suspend the sua sponte assessment that has objected to the treatment afforded by BBVA Francés to the bonds received from the National Government in the terms of Decree Nr. 905-02 and the related foreign exchange gains/losses in all matters related to taxation for turnover tax purposes for the fiscal period 2002; b) therefore, the Tax Bureau of the City of Buenos Aires must abstain from demanding that the Bank should pay any amount due that may have arisen from the items above detailed”.

Also in this respect, on May 13, 2009, an action for a declaratory judgment was commenced by the Bank against the Tax Bureau of the City of Buenos Aires, currently being heard by the court with original Federal Jurisdiction over Contentious Administrative Matters Nr. 1, to procure a judgment ascertaining that a) the bonds received by the Bank from the National Government as compensation for the asymmetric re-denomination into Pesos of assets and liabilities imposed by the Executive Order Nr. 905/2002 may not be levied with Turnover Tax in the Autonomous City of Buenos Aires; b) the foreign exchange gains/losses are a direct effect of the modification of the monetary system and therefore should not be levied with Turnover Tax in the Autonomous City of Buenos Aires. On December 29, 2010, the Judge presiding over the court with original Federal Jurisdiction over Contentious Administrative Matters Nr. 1 handed down a new precautionary measure ordering the Tax Bureau of the City of Buenos Aires to refrain from demanding that BBVA Francés should pay any debt originating in the tax treatment that should be afforded to the bonds received from the National Government as compensation for the asymmetric re-denomination into Pesos under Executive Order Nr. 905/02 and the foreign exchange gains/losses for purposes of Turnover Tax for the fiscal period 2002 in issue until a final judgment has been rendered on the proceedings whereby the action for a declaratory judgment is still pending.

The Bank’s Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed periods and does not expect an adverse financial impact in these respects.

As regards the balance of the amount claimed, the Entity adhered to a scheme of payment in instalments that was cancelled on October 4, 2010.


		- 18 -

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:


		06-30-2012		12-31-2011
a)	LOANS

	Fixed-rate financial loans		2,653,451		2,640,216
	Loans granted to pre-finance and finance exports		1,699,115		3,003,322
	Financial loans to foreign entities		20,522		70,704
	Other		32,325		22,741

	Total		4,405,413		5,736,983


b)	INVESTMENTS IN OTHER COMPANIES

	In controlled companies – supplementary activities		74,683		69,941
	In other non-controlled companies – unlisted		17,172		45,876
	In non-controlled companies – supplementary activities		16,612		14,875
	In other controlled companies		2,765		—,—

	Total		111,232		130,692


c)	OTHER RECEIVABLES

	Guarantee deposits		255,139		201,904
	Tax prepayments (1)		244,418		121,481
	Loans to personnel		186,227		178,256
	Miscellaneous receivables		161,573		198,781
	Prepayments		96,446		110,884
	Other		3,248		8,201

	Total		947,051		819,507

(1)	As of June 30, 2012 and December 31, 2011, it includes the deferred tax asset for 234,700 and 109,600, respectively (see note 4.1.).


		- 19 -


		06-30-2012		12-31-2011

d)	OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS

	Accounts payable for consumption		508,962		547,354
	Other withholdings and collections at source		255,892		261,942
	Collections and other operations for the account of third parties		249,759		473,628
	Money orders payable		155,395		174,928
	Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (B.I.C.E)		55,024		49,324
	Social security payment orders pending settlement		52,962		4,987
	Pending Banelco debit transactions		24,959		36,505
	Loans received from Interamerican Development Bank (IDB)		11,631		15,945
	Other		53,330		65,885

	Total		1,367,914		1,630,498


e)	OTHER LIABILITIES

	Accrued taxes		406,333		409,038
	Miscellaneous payables		215,553		316,160
	Accrued salaries and payroll taxes		181,173		238,739
	Amounts collected in advance		81,080		79,470
	Other		2,125		1,283

	Total		886,264		1,044,690


f)	MEMORANDUM ACCOUNTS – DEBIT – CONTROL

	Securities representative of investments in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic		38,672,428		35,717,602
	Items in safekeeping		20,288,283		16,087,264
	Checks not yet credited		2,185,204		2,567,258
	Collections items		462,132		400,241
	Checks drawn on the Bank pending clearing		357,801		254,125
	Other		87,588		96,100

	Total		62,053,436		55,122,590


		- 20 -


		06-30-2012		06-30-2011

g)	SERVICE CHARGE INCOME

	Commissions for hiring of insurances		119,054		83,211
	Rental of safe-deposit boxes		46,250		36,313
	Commissions for loans and guaranties		35,974		26,329
	Commissions for transportations of values		8,412		7,288
	Commissions for escrow		5,298		5,817
	Commissions for salary payment		4,757		4,261
	Commissions for capital market transactions		2,446		6,794
	Commissions for trust management		470		481
	Other		25,868		25,220

	Total		248,529		195,714


h)	SERVICE CHARGE EXPENSE

	Turn-over tax		65,055		48,620
	Insurance paid on lease transactions		16,742		9,550
	Other		10,547		6,999

	Total		92,344		65,169


i)	OTHER INCOME

	Deferred income tax (1)		125,100		67,800
	Gain from the sale of premises and equipment and other assets		41,558		1,333
	Related parties expenses recovery		8,403		6,338
	Tax recovery		—,—		18,166
	Other		28,237		26,188

	Total		203,298		119,825

(1)	Offset with a charge for the same amount in “Charge for uncollectibility of other receivables and other allowances” account, under Other expense item.

6.	FINANCIAL INFORMATION UNIT: SUMMARY PROCEEDINGS

In March 2010, the Bank was notified of the commencement of two summary proceedings instituted by the Financial Information Unit (UIF) against BBVA Francés and its Regulatory Compliance Officer arising from two wire transfers received by two customers in their respective sight accounts on November 22, 2007 and respectively amounting to 39,393 and 9,174.

It has been the UIF’s understanding that the profile of the customers, as defined, and the supporting documentation submitted by the Bank do not coincide with the possibility of receiving such wire transfers.

In due time, the Bank filed its defences, offered evidence and petitioned for an acquittal. In addition, the Bank called for the enforcement in this case of the same guarantees available in court proceedings, argued that the statute of limitations applicable to punishable offenses had run out and further claimed that Law Nr. 25,246 is unconstitutional when it comes to the scale of penalties imposed.

As regards the Regulatory Compliance Officer, the Bank focused on the nature of the penalties that could be imposed on him and petitioned for the enforcement of the general principles of the law in his respect as these prescribe that this officer should not be deemed liable on grounds of occupying the position of regulatory compliance officer at the Bank.


		- 21 -

In September and October 2010, the Bank was served with the resolutions adopted by the UIF whereby BBVA Francés and the Regulatory Compliance Officer were each ordered to pay a fine for an amount equivalent to one time the transactions objected.

On the basis of its legal advisors’ opinion, on October 28 and November 25, 2010, the Bank lodged with the Court of Appeals with Federal Jurisdiction over Contentious Administrative Matters a direct appeal against the UIF’s Resolutions in connection with the wire transfers for 9,174 and 39,393, respectively, in accordance with the provisions under Section 25 of Law Nr. 25,246.

Both the Bank’s Management and its legal advisors understand that these cases have been assessed on the basis of a duly timed analysis, following the internal procedures in place for these situations. Further, they understand that the Bank has duly applied in these two cases all current rules and regulations and that no adverse impact on the Bank’s financial position is expected in this respect.

7.	RESTRICTIONS ON ASSETS

As of June 30, 2012 and the end of the previous fiscal year, there are Bank’s assets, which are restricted as follows:

The Government and Private Securities account includes 129,125 and 132,500, respectively, in bonds issued by the Argentine Government maturing in 2014, allocated to the guarantee required to act as custodian of investment securities related to Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic.

The Bank appropriated 36,568 and 37,524, respectively, in bonds issued by the Argentine Government maturing in 2014, to secure loans arranged under the Credit Global Program given by the Interamerican Development Bank (IDB).

The Bank appropriated 47,847 and 33,063, respectively, in Guaranteed Bonds maturing in 2020, to secure loans granted by the so-called “Bicentennial Fund”.

The Bank has also appropriated accounts, deposits and trusts for 555,180 and 441,836, respectively, as security for activities related to credit card operations, automated clearing houses, non-deliverable forwards and lawsuits.

As of December 31, 2011, the Bank appropriated loan funds of its active portfolio in an amount of 1,722 to secure debts with the BCRA.


		- 22 -

8.	TRANSACTIONS WITH SUBSIDIARIES AND PARENT COMPANIES (ART. 33 OF LAW Nr. 19,550)

The balances as of June 30, 2012 and the end of the previous fiscal year, for transactions performed with subsidiaries and parents companies are as follows:


	Balance Sheet								Memorandum Accounts (1)
	Assets				Liabilities
Company	2012		2011		2012		2011		2012		2011

BBVA		27,445		12,537		7,202		16,327		25,216		252,634
BBVA Francés Valores Sociedad de Bolsa S.A		—,—		2,497		1,808		4,664		3,151		2,340
Consolidar Aseguradora de Riesgos del Trabajo S.A. (see note 1.3)		—,—		140		—,—		257,765		—,—		23,424
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		2		9,979		1,029		90,379		42,356		74,620
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		233		199		25,643		24,010		20,644		18,381
BBVA Consolidar Seguros S.A.		13,326		12,238		11,976		3,364		—,—		—,—
PSA Finance Argentina Cía. Financiera S.A.		850,582		800,097		1,302		4,596		210,000		110,000
Rombo Cía. Financiera S.A.		669,232		564,341		8,834		30,803		242,500		224,000
Inversora Otar S.A. (see note 1.4)		—,—		5,235		—,—		910		—,—		400,761
Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings)		—,—		—,—		4,574		—,—		—,—		—,—

(1)	Includes Items in safekeeping, Credit lines granted (unused portion) covered by debtor classification regulations, Guaranties given covered by debtor classification regulations and Derivatives.

9.	BANK DEPOSITS GUARANTEE INSURANCE SYSTEM

The Bank is included in the Deposit Guarantee System established by Law 24,485, Regulatory Decrees Nr. 540/95, Nr. 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 Nr. 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.

That Company was incorporated in August 1995 and the Bank has a 10.5337% 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 a hundred and twenty 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 BCRA’s Board of Directors issued Resolution Nr. 19/01, providing for the exclusion of Mercobank S.A.’s senior liabilities under the terms of Section 35 bis of the Financial Institutions Law, the authorization to transfer the excluded assets to the Bank 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 the Bank as trustee in relation to the exclusion of assets as provided in the resolution abovementioned. As of June 30, 2012 and the end of the previous fiscal year, the assets of Diagonal Trust amount to 2,409 and 2,411, respectively, considering its recoverable value.


		- 23 -

Besides, as of December 31, 2011 the Bank recorded the assets of Maginot Trust, whose book value amounts to 533. In addition, the Bank recorded the selected assets on account of the redemptions in kind of the Fideicomiso Corp Banca participation certificates for 4,175 and 4,173 as of June 30, 2012 and the end of the previous fiscal year, respectively.

Such amounts are recorded in memorandum debit accounts “For trustee activities - Funds in trust”.

10.2.

Non Financial Trusts

The Bank acts as trustee in 22 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 creditors (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 194,592 and 180,673 as of June 30, 2012 and 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 was 5 (five) years, it was 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 April 26, 2007, the Ordinary and Extraordinary 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 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.

In turn, the Ordinary and Extraordinary Stockholders’ Meeting held on March 28, 2008 decided to extend (i) for the term of 5 years the life of the Negotiable Obligations Global Program approved by the Extraordinary Stockholders’ Meeting held on July 15, 2003 and by Resolution Nr. 14967 of the CNV issued on November 29, 2004 in accordance with the changes introduced by the Ordinary and Extraordinary Stockholders’ Meeting held on April 26, 2007 and (ii) for the term of 2 years the delegation to the Board of Directors and the authority to sub-delegate the delegated powers in accordance with the applicable regulations approved by Ordinary and Extraordinary Stockholders’ Meeting held on April 26, 2007.

The Ordinary and Extraordinary Shareholders’ Meeting of BBVA Francés dated March 30, 2011 resolved that, considering the country’s favourable context in terms of national macroeconomics, as well as the conditions prevailing in international markets, and in particular, given the good growth prospects foreseen for the banking and financial industry, it was advisable to raise the maximum amount of the global note program from US$ 300,000,000 (or its equivalent in other currencies) to US$ 500,000,000 (or its equivalent in other currencies) outstanding at any time and to renew the delegation to the Board of all of the powers related to the Program and to the Corporate Bonds allowed to be issued under the Program.

On July 21, 2011, the CNV approved the increase in the maximum amount of the Negotiable Obligations Global Program pursuant to its Resolution Nr. 16,611.

As provided in the Negotiable Obligations Law and B.C.R.A.’s regulations, the proceeds could be applied to: (i) investments in physical assets located in Argentina; (ii) working capital in Argentina; (iii) refinancing of liabilities; (iv) capital contributions into BBVA Francés’ subsidiaries or related companies in so far as the


		- 24 -

proceeds of such contributions is, in turn, applied to the above-mentioned uses; and/or (v) lending, in so far as the borrowers apply the proceeds of such loans to the uses referred to in the preceding numerals of this paragraph in accordance with the rules laid down to that end by the B.C.R.A.

On June 23, 2011, the Board of BBVA Francés approved the issuance of Class 1 of its Corporate Bonds under the Program for a principal amount of up to $250,000,000. On September 13, 2011, the Bank issued its Corporate Bonds, which were fully subscribed and paid in for 185,193 for a term of 18 months, to be fully amortized at maturity and subject to a variable interest rate equivalent to the private Badlar rate plus a spread of a nominal 2.8% per annum, with quarterly interest payments. As to the use of the proceeds obtained from the issuance of the above-mentioned Class, they were applied to the grant of personal loans.

On November 9, 2011, the Board of BBVA Francés approved the issuance of Class 2 of its Corporate Bonds under the Program for a principal amount of up to $200,000,000. On January 16, 2012, the Bank issued its Corporate Bonds, which were fully subscribed and paid in for 148,900 for a term of 18 months, to be fully amortized at maturity and subject to a variable interest rate equivalent to the private Badlar rate plus a spread of a nominal 2.44% per annum, with quarterly interest payments. As to the use of the proceeds obtained from the issuance of the above-mentioned Class, they were applied to the reimbursement of time deposits.

In view of the liquidity prevailing in financial markets and the growth experienced by the Bank’s assets in recent years, on March 26, 2012, BBVA Francés’s Ordinary and Extraordinary General Shareholders’ Meeting resolved to increase the maximum amount of the Corporate Bonds Program from US$ 500,000,000 (or its equivalent in other currencies) to US$ 750,000,000 (or its equivalent in other currencies) outstanding at any time.

On April 18, 2012, the Board of Directors of BBVA Francés approved the issuance of Class 3 of its Corporate bonds under the Program for a principal amount not in excess of $300,000,000.

As of June 30, 2012 and the end of the previous fiscal year, the outstanding principal and accrued interest amounts to 339,930 (in connection with Class 1 and 2 of the Negotiable Obligations) and 187,273 (in connection with Class 1 of the Negotiable Obligations), respectively.

12.

DERIVATIVE FINANCIAL INSTRUMENTS

Transactions as of June 30, 2012:

Interest rate swaps for 796,450 (Fixed Rate versus Badlar), maturing within a period not exceeding 2 years for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts; and interest rate swaps for 5,000 (Badlar versus Fixed Rate), maturing within a period not exceeding 1 year for which the Bank pays a fixed amount, and receives a variable amount in accordance with changes in the Badlar.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating the amount of 7,728 as income for the period.

The estimated market value of said instruments amounts to 1,153 (Asset). For market value estimation purposes, the variable and fixed as yet not matured future flows are discounted, with the swap value being the difference between the current value of the future flows receivable and the current value of the future flows payable.

As of the end of the period, the above transactions were recorded under “Memorandum Accounts - Debit Accounts - Derivatives - Interest rate swap” for 801,450.

Interest rate swap for 52,121 (Fixed Rate versus Badlar), with final maturity in September 2019, for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts.

Said transaction was consummated as hedge for potential volatility in the cash flows arising from certain financing deals attributable to changes in the designated benchmark interest rates and it has proven to be effective hedge for the risk mentioned.


		- 25 -

The aim pursued by risk management consists in reducing exposure to changes in cash flows arising from financing deals. Thanks to the hedge established, changes in the cash flows arising from the underlying instrument caused by changes in the benchmark interest rate would decrease as a result of having been offset with the changes in the cash flows arising from the hedge instrument.

As of the end of the period the above transaction was recorded under “Memorandum Accounts - Debit Accounts - Derivatives - Interest rate SWAP” for 52,121.

Non-deliverable forward purchase and sale transactions in foreign currency and ratios payable in Pesos, maturing within a period not exceeding 1 year, for 4,894,966 and 4,715,562, 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 31,078.

Call options bought for 1,397 and call options written for 1,536 agreed as hedging for the Bank’s borrowing position in connection with term investments yielding variable income conducted by customers. Said transactions were recorded under “Memorandum Accounts - Debit Accounts - Derivatives - “Notional” amount of call options bought” for 1,397 and under “Memorandum Accounts - Credit Accounts - Derivatives - “Notional” amount of call options written” for 1,536.

These transactions have been valued in accordance with the description in note 2.3.n) generating the amount of 255 as income for the period.

Forward sales due to BCRA Bills repurchase agreements for 400,473, which are recorded under “Other liabilities from financial transactions - Instruments to be delivered for spot and forward sales to be settled”.

These transactions have been valued in accordance with the description in note 2.3.g) generating the amount of 39,030 as income for the period.

The Bank does not carry any balances associated to reverse repo transactions in force at June 30, 2012. However, the transactions conducted at June 30, 2012 have yielded a 1,265 loss at the end of the period.

II.

Transactions as of December 31, 2011:

Interest rate swaps for 577,600 (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, Encuesta rate, and receives a fixed amount based on stated notional amounts; and interest rate swaps for 29,000 (Badlar versus Fixed Rate), maturing within a period not exceeding 1 year for which the Bank pays a fixed amount, and receives a variable amount in accordance with changes in the Badlar.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating the amount of 1,307 as income for the fiscal year.

The estimated market value of said instruments amounts to 19,138 (Liability). For market value estimation purposes, the variable and fixed as yet not matured future flows are discounted, with the swap value being the difference between the current value of the future flows receivable and the current value of the future flows payable.

As of the end of the fiscal year, the above transactions were recorded under “Memorandum Accounts - Debit Accounts - Derivatives - Interest rate swap” for 606,600.

Interest rate swap for 55,236 (Fixed Rate versus Badlar), with final maturity in September 2019, for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts.


		- 26 -

As of the end of the fiscal year the above transaction was recorded under “Memorandum Accounts - Debit Accounts - Derivatives - Interest rate SWAP” for 55,236.

Non-deliverable forward purchase and sale transactions in foreign currency and ratios payable in Pesos, maturing within a period not exceeding 1 year, for 3,588,570 and 3,419,241, 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 the amount of 51,506 as income for the fiscal year.

Call options bought for 30,032 and call options written for 34,505 agreed as hedging for the Bank’s borrowing position in connection with term investments yielding variable income conducted by customers. Said transactions were recorded under “Memorandum Accounts - Debit Accounts - Derivatives - “Notional” amount of call options bought” for 30,032 and under “Memorandum Accounts - Credit Accounts - Derivatives - “Notional” amount of call options written” for 34,505.

These transactions have been valued in accordance with the description in note 2.3.n) generating the amount of 458 as income for the fiscal year.

The Bank does not carry balances from put options in force as of the end of the fiscal year. This notwithstanding, the transactions conducted during the fiscal year have yielded 54 in loss.

Forward sales due to BCRA Bills repurchase agreements for 1,076,058, which are recorded under “Other liabilities from financial transactions - Instruments to be delivered for spot and forward sales to be settled”.

These transactions have been valued in accordance with the description in note 2.3.g) generating 53,561 as income for the fiscal year.

Forward purchases due to BCRA Bills reverse repurchase agreements for 99,490, which are recorded under “Other receivables from financial transactions - Instruments to be received for spot and forward purchases to be settled”.

These transactions have been valued in accordance with the description in note 2.3.g) generating 4,579 as loss for the fiscal year.

13.

COMPLIANCE WITH CNV REQUIREMENTS

13.1

Compliance with the requirements to act as agent in the Over-the-counter Market

As of June 30, 2012 and the end of the previous fiscal year, the Bank’s Stockholders’ Equity exceeds the minimum requested to act as agent in the over-the-counter market, according to Resolutions No. 368/01 and 489/06 of the CNV.

13.2

Investment Funds custodian

As of June 30, 2012 and 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 Latinoamericanos”, “FBA Calificado”, “FBA Internacional”, “FBA Ahorro Dólares”, “FBA Renta Fija”, “FBA Ahorro Pesos”, “FBA Renta Premium”, “FBA Europa”, “FBA Horizonte”, “FBA EEUU”, “FBA Renta


		- 27 -

Corto Plazo”, “FBA Acciones Latinoamericanas”, “FBA Bonos Argentina”, “FBA Brasil”, “FBA México”, “FBA Commodities”, “FBA Acciones Argentinas” and “FBA Bonos Globales” administrated by BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión, the Bank holds certificates of deposits, deferred payment checks, shares, corporate bonds, government securities, indexes, securities issued by the Argentine Central Bank, Cedears, ADRS and shares in mutual funds in safekeeping in the amount of 1,580,733 and 1,374,204, respectively, all of which making up the Fund’s portfolio and booked in “Memorandum Accounts - Debit Accounts - Control - Other”.

The Investment Funds’ equities are as follows:


	EQUITIES AS OF
INVESTMENT FUND	06-30-2012		12-31-2011
FBA Acciones Globales		73,641		56,616
FBA Total		18,065		16,017
FBA Renta		20,490		17,435
FBA Renta Pesos		1,423,961		1,228,914
FBA Renta Dólares		5,781		4,613
FBA Bonos Latinoamericanos		16,427		12,977
FBA Calificado		72,621		72,591
FBA Internacional		926		645
FBA Ahorro Dólares		14,718		11,671
FBA Renta Fija		19,546		18,566
FBA Ahorro Pesos		394,861		422,678
FBA Renta Premium		11,361		10,056
FBA Europa		5,174		2,926
FBA Horizonte		35,505		35,230
FBA EEUU		20,506		7,501
FBA Renta Corto Plazo		460		443
FBA Acciones Latinoamericanas		27,275		19,948
FBA Bonos Argentina		7,461		4,922
FBA Brasil		28,039		25,998
FBA México		87		62
FBA Commodities		61		58
FBA Acciones Argentinas		256		260
FBA Bonos Globales		75		79

Total		2,197,297		1,970,206

14.

EARNINGS DISTRIBUTIONS

The Bank has in place an earnings distribution policy in line with the Bank’s vocation for sustained stockholder value, that at the same time allows the Bank’s financial condition to perform favourably so as to strive for business growth and the maintenance of consistently high liquidity and solvency standards in compliance with currently applicable rules and regulations.

In accordance with Communications “A” 5072 and 5273, issued on May 6, 2010 and January 27, 2012, respectively, as amended and supplemented, of “Distribution of Income” of the BCRA, for purposes of calculating the earnings subject to distribution, off-balance sheet deductions must be performed from the sum of the balances recorded in the account Unappropriated retained earnings and in the Voluntary reserve for future distributions of income as set forth in point 2.1 of such Communication. In addition, the authorization of the Superintendent of Financial and Exchange Institutions shall be required in order to verify that the procedure established in said resolution for earnings distribution has been properly applied.


		- 28 -

15.

ACCOUNTS REFLECTING COMPLIANCE WITH MINIMUM CASH

The following are the items computed for Compliance with Minimum Cash Requirements according to the regulations of the BCRA, with their corresponding balances as of June 30, 2012:


COMPUTABLE COMPLIANCE IN PESOS
Special Guarantee Accounts			168,019
BCRA Checking Account			2,740,538
Special social security accounts			48,013
Franchises			129,431


TOTAL			3,086,001


COMPUTABLE COMPLIANCE IN US DOLLARS (Stated in thousands of Pesos)
Special Guarantee Accounts			18,327
BCRA Checking Account			1,403,874


TOTAL			1,422,201


COMPUTABLE COMPLIANCE IN EUROS (Stated in thousands of Pesos)
BCRA Checking Account			28,939


TOTAL			28,939

16.

STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

The Statements of Cash and cash equivalents flow explains the changes in cash and cash equivalents. For such purpose, a detail is supplied of the items that the Bank considers to be cash and cash equivalents:


	06-30-12		12-31-11		06-30-11		12-31-10

a) Cash and due from banks		6,354,126		6,344,061		6,965,556		5,682,802

b) Government securities		39,533		77,873		208,346		4,813

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of each period or fiscal year		269,038		245,693		173,955		147,980


CASH AND CASH EQUIVALENTS		6,662,697		6,667,627		7,347,857		5,835,595

Items b) and c) are considered to be cash equivalents because they are held in order to meet short-term commitments, they are easily convertible in known cash amounts, they are subject to negligible changes in value and their maturity is less than three months as from each period or fiscal year date.

17.

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.


		- 29 -

18.

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 matters mentioned in note 3 to the stand - alone financial statements and note 2 to the consolidated financial statements, in accordance with generally accepted accounting principles in Argentina. Certain accounting practices applied by the Bank that conform with the standards of the BCRA and with generally accepted accounting principles in Argentina 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 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.


		- 30 -

EXHIBIT A

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


			Holding
Description	ID Caja de Valores		Market value or present value		Book balance as of 06-30-2012		Book balance as of 12-31-2011		Position without options		Final position

GOVERNMENT SECURITIES

Government securities at fair value

Local
In pesos
Secured Bonds due 2020		2423				864,750				864,750		864,750
Federal Government Bonds in Pesos Badlar + 275 pb due 2014 (1)		5439				709,029				709,029		709,029
Secured Bonds due 2018		2405				144,120				144,120		144,120
Discount Bonds		45696				23,438				23,438		23,438
Other						3,565				3,264		3,264

Subtotal in pesos						1,744,902		2,078,533		1,744,601		1,744,601

In foreign currency

Subtotal in foreign currency						—,—		2,516		—,—		—,—

Subtotal Government securities at fair value						1,744,902		2,081,049		1,744,601		1,744,601

Government securities at amortized cost

Local
In pesos
Other				164		164				164		164

Subtotal in pesos						164		164		164		164


Subtotal Government securities at amortized cost						164		164		164		164

(1)	Holdings received in exchange for secured loans.


		- 31 -

				EXHIBIT A (Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


			Holding
Description	ID Caja de Valores		Market value o present value		Book balance as of 06-30-2012		Book balance as of 12-31-2011		Position without options		Final position

Instruments issued by the BCRA

BCRA Bills
At fair value
Argentine Central Bank Internal Bills due 08-01-12		46222				595,036				595,036		595,036
Argentine Central Bank Internal Bills due 09-26-12		46181				587,391				587,391		587,391
Argentine Central Bank Internal Bills due 01-09-13		46241				375,442				375,442		375,442
Argentine Central Bank Internal Bills due 07-25-12		46198				198,640				198,640		198,640
Argentine Central Bank Internal Bills due 02-06-13		46244				92,890				92,890		92,890
Argentine Central Bank Internal Bills due 09-05-12		46227				87,783				87,783		87,783
Argentine Central Bank Internal Bills due 11-14-12		46240				81,213				81,213		81,213
Other						116,382				116,382		116,382

Subtotal at fair value						2,134,777		750		2,134,777		2,134,777

Repurchase transactions

Argentine Central Bank Internal Bills due 10-30-13		46216		400,473		400,473				—,—		—,—

Subtotal repurchase transactions						400,473		1,076,058		—,—		—,—

At amortized cost
Argentine Central Bank Internal Bills due 10-10-12		46187				484,279				484,279		484,279
Argentine Central Bank Internal Bills due 12-12-12		46199				284,624				284,624		284,624
Argentine Central Bank Internal Bills due 12-19-12		46250				236,588				236,588		236,588
Argentine Central Bank Internal Bills due 11-21-12		46252				95,505				95,505		95,505
Argentine Central Bank Internal Bills due 11-28-12		46219				95,338				95,338		95,338
Argentine Central Bank Internal Bills due 10-03-12		46251				48,559				48,559		48,559
Other						4,140				4,140		4,140

Subtotal at amortized cost						1,249,033		1,275,218		1,249,033		1,249,033

BCRA Notes
At fair value

Argentine Central Bank Internal Bills (Badlar) due 05-15-13		46020				387				387		387

Subtotal at fair value						387		418,249		387		387

At amortized cost

Argentine Central Bank Internal Bills (Badlar) due 07-18-12		46153				206,146				206,146		206,146
Argentine Central Bank Internal Bills (Badlar) due 08-28-13		46207				4,161				4,161		4,161
Other

Subtotal at amortized cost						210,307		677,697		210,307		210,307



Subtotal instruments issued by the BCRA						3,944,977		3,447,972		3,594,504		3,594,504

TOTAL GOVERNMENT SECURITIES						5,740,043		5,529,185		5,339,269		5,339,269


		- 32 -

				EXHIBIT A (Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


			Holding
Description	ID Caja de Valores		Market value	Book balance as of 06-30-2012		Book balance as of 12-31-2011		Position without options		Final position

INVESTMENTS IN LISTED PRIVATE SECURITIES

Other debt instruments
Local
In foreign currency

Petrobrás Energía Corporate Bonds		40668			117				117		117

Subtotal in foreign currency					117		81		117		117


Subtotal Other debt instruments					117		81		117		117


Other Equity instruments
Local
In pesos

Subtotal in pesos					—,—		3		—,—		—,—


From abroad
In foreign currency

Silicon Graphics Inc.		6003			40				40		40
Other					22				22		22

Subtotal in foreign currency					62		70		62		62


Subtotal Equity instruments					62		73		62		62


TOTAL INVESTMENTS IN LISTED PRIVATE SECURITIES					179		154		179		179


TOTAL GOVERNMENT AND PRIVATE SECURITIES					5,740,222		5,529,339		5,339,448		5,339,448


		- 33 -

EXHIBIT B

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011

COMMERCIAL PORTFOLIO

Normal performance		14,082,522		14,611,493


Preferred collaterals and counter guaranty “A”		368,810		367,394
Preferred collaterals and counter guaranty “B”		283,324		305,436
Without senior security or counter guaranty		13,430,388		13,938,663

With special follow-up		13,809		15,934

Under observation
Without senior security or counter guaranty		13,809		15,934

With problems		2,984		—,—

Without senior security or counter guaranty		2,984

With high risk of uncollectibility		4,339		3,896

Without senior security or counter guaranty		4,339		3,896

Uncollectible		—,—		1,552

Without senior security or counter guaranty		—,—		1,552

Total		14,103,654		14,632,875


		- 34 -

				EXHIBIT B (Contd.)

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

((Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011

CONSUMER AND HOUSING PORTFOLIO

Normal performance		10,563,246		9,140,335

Preferred collaterals and counter guaranty “A”		18,050		10,046
Preferred collaterals and counter guaranty “B”		869,013		636,627
Without senior security or counter guaranty		9,676,183		8,493,662

Low risk		95,085		63,662

Preferred collaterals and counter guaranty “A”		—,—		108
Preferred collaterals and counter guaranty “B”		9,639		4,820
Without senior security or counter guaranty		85,446		58,734

Medium risk		81,980		50,478

Preferred collaterals and counter guaranty “A”		89		—,—
Preferred collaterals and counter guaranty “B”		3,833		2,571
Without senior security or counter guaranty		78,058		47,907

High risk		56,625		33,717

Preferred collaterals and counter guaranty “B”		4,682		1,981
Without senior security or counter guaranty		51,943		31,736

Uncollectible		6,463		4,782

Preferred collaterals and counter guaranty “B”		1,993		1,519
Without senior security or counter guaranty		4,470		3,263

Uncollectible, classified as such under regulatory requirements		127		85

Without senior security or counter guaranty		127		85

Total		10,803,526		9,293,059

General Total (1)		24,907,180		23,925,934

(1)

Items included: Loans (before allowances); Other receivables from financial transactions: Unlisted corporate bonds, Other receivables covered by debtor classification regulations; Receivables from financial leases (before allowances); Other receivables: Receivables for assets sold; Memorandum accounts - Credit - Contingent: 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.


		- 35 -

EXHIBIT C

FINANCING FACILITIES CONCENTRATION

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012					12-31-2011
Number of clients	Outstanding balance		% of total portfolio			Outstanding balance		% of total portfolio

10 largest clients		3,861,195		15.50	%		4,116,789		17.21	%

50 next largest clients		4,230,481		16.98	%		4,279,891		17.89	%

100 following clients		2,428,823		9.75	%		2,186,175		9.14	%

Remaining clients		14,386,681		57.77	%		13,343,079		55.76	%

Total (1)		24,907,180		100.00	%		23,925,934		100.00	%

(1)	See (1) in Exhibit B.


		- 36 -

EXHIBIT D

BREAKDOWN BY FINANCING TERMS AS OF JUNE 30, 2012

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


			Term remaining to maturity
Description	Past-due portfolio		1 month		3 months		6 months		12 months		24 months		More than 24 months		Total

Government sector		—,—		190		—,—		—,—		—,—		—,—		31,831		32,021

Financial sector		—,—		387,501		192,561		264,566		453,947		632,443		186,556		2,117,574

Non financial private sector and residents abroad		48,622		8,631,235		2,547,511		2,494,591		2,860,565		2,662,777		3,512,284		22,757,585


TOTAL		48,622		9,018,926		2,740,072		2,759,157		3,314,512		3,295,220		3,730,671		24,907,180	(1)

(1)	See (1) in Exhibit B.


		- 37 -

EXHIBIT E

DETAIL OF INVESTMENTS IN OTHER COMPANIES

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-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		06-30-2012		12-31-2011		Main business	Period / Fiscal year end	Capital stock		Stockholders’ equity		Income/ (Loss) for the period / fiscal year

	FINANCIAL INSTITUTIONS, SUPPLEMENTARY AND AUTHORIZED

	Controlled

	Local															thousand of pesos

33642192049	BBVA Francés Valores Sociedad de Bolsa S.A.	Common		500	$	1		12,396		14,333		12,940	Stockholder	06-30-2012		6,390		14,777		1,151
30663323926	Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	Common		1	$	1		35,425,947		10,375		10,934	Pensions fund manager	06-30-2012		65,739		19,252		(7,553	)

30707847367	PSA Finance Arg. Cía Financiera S.A.	Common		1,000	$	1		26,089		88,728		71,946	Financial institution	06-30-2012		52,178		177,455		33,563

30548590163	BBVA Francés Administradora de Inversiones S.A.Sociedad Gerente de Fondos Comunes de Inversión	Common		1	$	1		230.398		49,975		46,067	Investment Fund Manager	06-30-2012		243		52,605		4,114

		Subtotal controlled								163,411		141,887

	Non controlled

	Local

33707124909	Rombo Cía. Financiera S.A.	Common		1,000	$	1		24,000		70,420		54,732	Financial Institution	06-30-2012		60,000		176,049		39,218
30598910045	Visa Argentina S.A.	Common		1	$	1		1,502,996		6,145		6,145	Services to companies	05-31-2011		15,000		186,220		124,888
30604796357	Banelco S.A.	Common		1	$	1		2,574,907		7,254		6,513	Information services	12-31-2011		23,599		60,663		23,809
30690783521	Interbanking S.A.	Common		1	$	1		149,556		2,931		1,930	Services	12-31-2011		1,346		84,881		67,511
	Other									282		287

	Banco Lat. de Comercio Exterior S.A.	Common B		29	$	1		20,221		1,139		1,083	Banking institution	12-31-2011		1,204,810		3,267,342		357,940

		Subtotal noncontrolled								88,171		70,690


		Total in financial institutions, supplementary and authorized								251,582		212,577


	IN OTHER COMPANIES

	Controlled

	Local

30709892726	Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings)	Common		1,000	$	1		3,000		2,765		—,—	Information technology	06-30-2012		5,000		4,608		(279	)

		Subtotal controlled								2,765		—,—

	Non controlled

	Local

30685228501	Consolidar Aseguradora de Riesgos del Trabajo S.A. (1)									—,—		30,720	Workers compensation

30500064230	BBVA Consolidar Seguros S.A.	Common		1	$	1		1,301,847		17,115		15,102	Insurance	06-30-2012		10,651		140,061		27,638

	Foreign

	Other									57		54

		Subtotal non controlled								17,172		45,876

		Total in other companies								19,937		45,876

		Total investments in other companies								271,519		258,453

(1)	See note 1.3


		- 38 -

EXHIBIT F

MOVEMENT OF PREMISES AND EQUIPMENT AND OTHER ASSETS

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2012 AND

THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


Description	Net book value at beginning of fiscal year		Additions		Decreases		Depreciation for the period				Net book value at 06-30-2012		Net book value at 12-31-2011
Description	Net book value at beginning of fiscal year		Additions		Decreases		Years of useful life		Amount		Net book value at 06-30-2012		Net book value at 12-31-2011

PREMISES AND EQUIPMENT

Real Estate		379,763		20,735		41,868		50		9,581		349,049		379,763
Furniture and Facilities		124,752		16,835		36		10		8,614		132,937		124,752
Machinery and Equipment		73,272		25,855		1,684		5		19,300		78,143		73,272
Automobiles		2,074		971		160		5		375		2,510		2,074

Total		579,861		64,396		43,748				37,870		562,.639		579,861


OTHER ASSETS

Advances to suppliers of goods		3,744		2,197		3,412		—,—		—,—		2,529		3,744
Works of Art		983		9		—,—		—,—		—,—		992		983
Leased assets		3,898		—,—		1,492		50		40		2,366		3,898
Property taken as security for loans		2,128		1,077		139		50		53		3,013		2,128
Stationery and office supplies		5,916		8,076		5,723		—,—		—,—		8,269		5,916
Other		8,635		—,—		—,—		50		94		8,541		8,635

Total		25,304		11,359		10,766				187		25,710		25,304


		- 39 -

EXHIBIT G

MOVEMENT OF INTANGIBLE ASSETS FOR THE SIX MONTH PERIOD

ENDED JUNE 30, 2012 AND THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


Description	Net book value at beginning of fiscal year		Additions		Decreases		Amortization for the period
Description	Net book value at beginning of fiscal year		Additions		Decreases		Years of useful life		Amount		Net book value at 06-30-2012		Net book value at 12-31-2011

Organization and Development expenses (1)		80,911		33,009		35		1 & 5		18,350		95,535		80,911

Organization and development non-deductible expenses		—,—		8,150		—,—		—,—		8,150		—,—		—,—


Total		80,911		41,159		35				26,500		95,535		80,911

(1)	This caption mainly includes costs from information technology projects and leasehold improvements.


		- 40 -

EXHIBIT H

CONCENTRATION OF DEPOSITS

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	06-30-2012					12-31-2011
Number of clients	Outstanding balance		% of total portfolio			Outstanding balance		% of total portfolio

10 largest clients		2,704,850		8.99	%		2,523,264		8.62	%

50 next largest clients		2,851,065		9.48	%		2,852,034		9.74	%

100 following clients		1,984,736		6.60	%		1,956,583		6.68	%

Remaining clients		22,541,874		74.93	%		21,953,035		74.96	%

TOTAL		30,082,525		100.00	%		29,284,916		100.00	%


		- 41 -

EXHIBIT I

BREAKDOWN OF MATURITY TERMS OF DEPOSITS,

OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS AND

SUBORDINATED CORPORATE BONDS

AS OF JUNE 30, 2012

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	Terms remaining to maturity
Description	1 month		3 months		6 months		12 months		24 months		More than 24 months		Total

Deposits		27,008,834		2,290,226		688,122		93,544		1,799		—,—		30,082,525


Other liabilities from financial transactions

Argentine Central Bank		18,702		—,—		—,—		—,—		—,—		—,—		18,702

Banks and International Institutions		96,952		230,978		345,309		818		446		—,—		674,503

Unsubordinated corporate bonds		5,837		—,—		—,—		185,193		148,900		—,—		339,930

Financing received from Argentine financial institutions		6,442		430		—,—		684		—,—		—,—		7,556

Other		1,352,822		1,229		2,458		3,740		4,905		2,760		1,367,914

Total		1,480,755		232,637		347,767		190,435		154,251		2,760		2,408,605



TOTAL		28,489,589		2,522,863		1,035,889		283,979		156,050		2,760		32,491,130


		- 42 -

EXHIBIT J

MOVEMENT OF ALLOWANCES FOR THE SIX MONTH PERIOD ENDED

JUNE 30, 2012 AND THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


						Decreases				Book value
Description	Book value at beginning of fiscal year		Increases (5)			Reversals		Applications		06-30-2012		12-31-2011
DEDUCTED FROM ASSETS
Government securities
– For impairment value		184		2	(4)		—,—		—,—		186		184

Loans
– Allowance for doubtful loans		426,817		73,316	(1)		—,—		59,142		440,991		426,817

Other receivables from financial transactions
– Allowance for doubtful receivables		1,203		156	(1)		—,—		246		1,113		1,203

Receivables from financial leases
– Allowance for doubtful receivables		11,944		3	(1)		479		—,—		11,468		11,944

Other receivables
– Allowance for doubtful receivables (2)		136,984		126,691			489		413		262,773		136,984

Total		577,132		200,168			968		59,801		716,531		577,132


LIABILITIES-ALLOWANCES

– Contingents commitments (1)		467		—,—			—,—		—,—		467		467

– Other contingencies		394,198		107,427	(3)		2,387		10,345		488,893		394,198

Total		394,665		107,427			2,387		10,345		489,360		394,665

(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 potential loan loss risk arising from the amounts booked as Miscellaneous receivables relating to the petitions for the protection of constitutional rights (Amparos) paid and the deferred tax asset (See note 4.1).

(3)	Recorded to cover possible contingencies that were not considered in other accounts (court orders corresponding to petitions for protection of civil rights, labor, commercial and other lawsuits). (See note 2.3.r).

(4)	Recorded in compliance with the provisions of Communication “A” 4084 of the BCRA.

(5)	Includes exchange differences generated as allowances in foreign currency, booked in the “Financial income - Gold and foreign currency exchange difference” account, as follow:


– Government Securities			2
– Loans			2,311
– Receivables from financial leases			3
– Other receivables			390


		- 43 -

EXHIBIT K

CAPITAL STRUCTURE AS OF JUNE 30, 2012

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-

SHARES

CAPITAL STOCK

Votes per

Issued

Pending

issuance or

Class

Quantity

share

Outstanding

In portfolio

distribution

Paid in

Common

536,877,850

536,833

—,—

(1)

536,878

(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.).


		- 44 -

EXHIBIT L

FOREIGN CURRENCY BALANCES AS OF

JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos


Accounts	06-30-2012												12-31-2011
			Total of the period (per type of currency)
	Total of the period		Euro		US Dollars		Pounds Sterling		Yen		Other		Total of the fiscal year
ASSETS

Cash and due from banks		2,363,359		101,192		2,249,640		2,202		609		9,716		2,680,041
Government and private securities		179		—,—		179		—,—		—,—		—,—		2,667
Loans		2,734,680		—,—		2,734,680		—,—		—,—		—,—		3,859,618
Other receivables from financial transactions		62,447		17,338		44,542		—,—		567		—,—		190,427
Receivables from financial leases		884		—,—		884		—,—		—,—		—,—		1,338
Investments in other companies		1,196		—,—		1,196		—,—		—,—		—,—		1,137
Other receivables		162,228		296		161,932		—,—		—,—		—,—		127,944
Suspense items		215		—,—		215		—,—		—,—		—,—		616

TOTAL		5,325,188		118,826		5,193,268		2,202		1,176		9,716		6,863,788

LIABILITIES

Deposits		3,625,312		58,504		3,593,808		—,—		—,—		—,—		5,294,936
Other liabilities from financial transactions		1,198,283		47,820		1,144,848		1,581		590		3,444		1,355,209
Other liabilities		32,213		10,385		21,828		—,—		—,—		—,—		52,417
Suspense items		158		—,—		158		—,—		—,—		—,—		332

TOTAL		4,882,966		116,709		4,760,642		1,581		590		3,444		6,702,894

MEMORANDUM ACCOUNTS

Debit accounts (except contra debit accounts)
Contingent		593,732		51,383		542,349		—,—		—,—		—,—		599,202
Control		18,589,216		110,656		18,410,616		1,676		—,—		66,268		12,799,657
Derivatives		1,397		—,—		1,397		—,—		—,—		—,—		30,032

TOTAL		19,184,345		162,039		18,954,362		1,676		—,—		66,268		13,428,891

Credit accounts (except contra credit accounts)
Contingent		255,004		12,943		242,020		—,—		—,—		41		211,405
Control		59,211		22,131		37,080		—,—		—,—		—,—		242,016
Derivatives		1,536		—,—		1,536		—,—		—,—		—,—		34,505

TOTAL		315,751		35,074		280,636		—,—		—,—		41		487,926


		- 45 -

EXHIBIT N

ASSISTANCE TO RELATED CLIENTS AND AFFILIATES

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


	Status
Concept	Normal		With special		With problems / Medium risk				With high risk of uncollectibility / High risk				Uncollectible		Classified uncollectible as such under		Total (1)
Concept	Normal		follow-up / Low risk		Not yet matured		Past-due		Not yet matured		Past-due		Uncollectible		regulatory requirements		06-30-2012		12-31-2011

1. Loans		1,588,732		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,588,732		1,370,019

– Overdraft		311		—,—		—,—		—,—		—,—		—,—		—,—		—,—		311		17,275

Without senior security or counter guaranty		311		—,—		—,—		—,—		—,—		—,—		—,—		—,—		311		17,275

– Discounted Instruments		872		—,—		—,—		—,—		—,—		—,—		—,—		—,—		872		5,235

Without senior security or counter guaranty		872		—,—		—,—		—,—		—,—		—,—		—,—		—,—		872		5,235

– Real Estate Mortgage and Collateral Loans		988		—,—		—,—		—,—		—,—		—,—		—,—		—,—		988		2,376

Other collaterals and counter guaranty “B”		988		—,—		—,—		—,—		—,—		—,—		—,—		—,—		988		2,376

– Consumer		372		—,—		—,—		—,—		—,—		—,—		—,—		—,—		372		400

Without senior security or counter guaranty		372		—,—		—,—		—,—		—,—		—,—		—,—		—,—		372		400

– Credit Cards		1,450		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,450		1,491

Without senior security or counter guaranty		1,450		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,450		1,491

– Other		1,584,739		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,584,739		1,343,242

Without senior security or counter guaranty		1,584,739		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,584,739		1,343,242

2. Other receivables from financial transactions		21,055		—,—		—,—		—,—		—,—		—,—		—,—		—,—		21,055		28,019

3. Receivables from financial leases and other		114		—,—		—,—		—,—		—,—		—,—		—,—		—,—		114		222

4. Contingent commitments		46,552		—,—		—,—		—,—		—,—		—,—		—,—		—,—		46,552		54,287

5. Investments in other companies and private securities		251,692		—,—		—,—		—,—		—,—		—,—		—,—		—,—		251,692		216,346

Total		1,908,145		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,908,145		1,668,893

Total Allowances		15,328		—,—		—,—		—,—		—,—		—,—		—,—		—,—		15,328		13,963

(1)	Maximum amount granted to related clients during June 2012 and December 2011, respectively, according to BCRA rules.


		- 46 -

EXHIBIT O

FINANCIAL DERIVATIVES INSTRUMENTS

AS OF JUNE 31, 2012

(Translation of financial statements originally issued in Spanish - See note 18)

-Stated in thousands of pesos-


Type of contract	Purpose of transactions	Underlying asset	Type of Settlement	Traded at /Counterparty	Weighted average term as originally agreed (months)		Weighted average residual term (months)		Weighted average term for difference settlements (days)		Amount

Swaps	Financial transactions – own account	—	Upon expiration of differences	Residents in Argentina – Financial sector		19		12		46		801,450

Swaps	Interest rate hedge	—	Upon expiration of differences	Residents in Argentina – Non - financial sector		122		88		13		52,121

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	ROFEX		5		3		1		3,153,714

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	MAE		4		2		1		6,456,814

Options	Foreign currency hedge	Foreign currency	Upon expiration of differences	Residents abroad		6		2		1		2,933

Repo transactions	Financial transactions – own account	Other	Upon expiration of differences	Residents in Argentina – Financial sector		1		1		1		400,473


TOTAL												10,867,505


		- 47 -

CONSOLIDATED BALANCE SHEETS AS OF

JUNE 30, 2012 AND DECEMBER 31, 2011

(Art. 33 of Law Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
ASSETS:
A. CASH AND DUE FROM BANKS:
Cash		1,845,314		2,515,861
Due from banks and correspondents		4,518,150		3,837,567

Argentine Central Bank (BCRA)		4,226,708		3,651,375
Other local		1,659		2,412
Foreign		289,783		183,780

		6,363,464		6,353,428

B. GOVERNMENT AND PRIVATE SECURITIES (note 7.a):
Holdings booked at fair value		1,746,851		2,088,522
Holdings booked at amortized cost		164		164
Instruments issued by the BCRA		3,994,977		3,447,972
Investments in listed private securities		58,769		28,555

Less: Allowances		186		184

		5,800,575		5,565,029

C. LOANS:
To government sector (Exhibit 1)		32,021		46,027
To financial sector (Exhibit 1)		1,325,665		1,146,532

Interfinancial – (Calls granted)		30,000		49,000
Other financing to local financial institutions		1,132,126		996,641
Interest and listed-price differences accrued and pending collection		163,539		100,891

To non financial private sector and residents abroad (Exhibit 1)		22,917,844		21,949,445

Overdraft		3,933,574		2,881,496
Discounted instruments		3,540,496		3,412,091
Real estate mortgage		705,128		736,900
Collateral Loans		1,964,630		1,651,776
Consumer		4,177,846		3,761,698
Credit cards		3,773,470		3,448,437
Other (Note 7.b)		4,536,017		5,829,606
Interest and listed-price differences accrued and pending collection		342,305		316,773
Less: Interest documented together with main obligation		55,622		89,332

Less: Allowances		462,989		444,973

		23,812,541		22,697,031

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		473,359		417,836
Amounts receivable for spot and forward sales to be settled		505,593		1,181,974
Instruments to be received for spot and forward purchases to be settled		42,232		187,057
Premiums for options bought		1		2,431
Unlisted corporate bonds (Exhibit 1)		3,663		13,424
Non-deliverable forward transactions balances to be settled		18,822		34,249
Other receivables not covered by debtor classification regulations		—,—		6,198
Other receivables covered by debtor classification regulations (Exhibit 1)		120,993		108,885

Less: Allowances		3,534		3,769

		1,161,129		1,948,285


E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibit 1)		910,974		906,896
Interest accrued pending collection (Exhibit 1)		14,017		12,470

Less: Allowances		11,920		12,279

		913,071		907,087

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions		71,559		55,815
Other (note 7.c)		44,163		70,473

		115,722		126,288

G. OTHER RECEIVABLES:
Receivables for assets sold (Exhibit 1)		3,620		—,—
Tax on minimum presumed income – Tax Credit		65		—,—
Other (note 7.d)		1,005,184		861,662
Other interest accrued and pending collection		3,477		1,820

Less: Allowances		279,465		151,598

		732,881		711,884

H. PREMISES AND EQUIPMENT:		562,962		580,121

I. OTHER ASSETS:		29,929		28,697

J. INTANGIBLE ASSETS:
Organization and development expenses		95,619		80,978

		95,619		80,978

K. SUSPENSE ITEMS:		4,256		6,367

L. OTHER SUBSIDIARIES’ ASSETS (note 7.e):		450		450

TOTAL ASSETS:		39,592,599		39,005,645


		- 48 -

				(Contd.)

CONSOLIDATED BALANCE SHEETS AS OF

JUNE 30, 2012 AND DECEMBER 31, 2011

(Art. 33 of Law Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
LIABILITIES:

M. DEPOSITS:
Government sector		1,388,809		1,141,024
Financial sector		54,210		43,882
Non financial private sector and residents abroad		28,606,430		27,980,798

Checking accounts		7,690,174		6,369,212
Savings deposits		9,136,168		9,489,576
Time deposits		10,854,915		11,224,571
Investments accounts		143,842		219,366
Other		662,667		553,286
Interest and listed-price differences accrued payable		118,664		124,787

		30,049,449		29,165,704

N. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank		18,702		18,450

Other		18,702		18,450

Banks and International Institutions		671,483		563,338
Unsubordinated corporate bonds		624,093		294,393
Amounts payable for spot and forward purchases to be settled		4,086		187,166
Instruments to be delivered for spot and forward sales to be settled		546,736		1,181,355
Premiums for options written		—,—		779
Financing received from Argentine financial institutions		179,065		339,883

Interfinancial (calls received)		5,000		114,200
Other financings from local financial institutions		174,063		225,343
Interest accrued payable		2		340
Non-deliverable forward transactions balances to be settled		10,962		5,885
Other (note 7.f)		1,399,114		1,654,957
Interest and listed-price differences accrued payable		30,484		22,313

		3,484,725		4,268,519

O. OTHER LIABILITIES:
Fees payable		565		98
Other (note 7.g)		923,717		1,078,231

		924,282		1,078,329

P. ALLOWANCES:		580,184		496,233

Q. SUSPENSE ITEMS:		14,024		46,158

R. OTHER SUBSIDIARIES’ LIABILITIES (note 7.h):		337		336

TOTAL LIABILITIES:		35,053,001		35,055,279

S. MINORITY INTEREST IN SUBSIDIARIES (note 4):		99,970		82,109

STOCKHOLDERS’ EQUITY:		4,439,628		3,868,257

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		39,592,599		39,005,645


		- 49 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		22,200		—,—
– Guaranties received		6,005,131		5,259,465
– Contra contingent debit accounts		568,224		500,747

		6,595,555		5,760,212

Control
– Receivables classified as irrecoverable		303,384		319,098
– Other (note 7.i)		62,061,760		55,130,192
– Contra control debit accounts		916,552		1,004,475

		63,281,696		56,453,765

Derivatives
– “Notional” amount of call options bought		1,397		30,032
– “Notional” amount of non-deliverable forward transactions		4,894,966		3,588,570
– Interest rate SWAP		663,571		551,836
– Contra debit derivatives accounts		4,717,098		3,453,746

		10,277,032		7,624,184

For trustee activities
– Funds in trust		6,584		7,117

		6,584		7,117

TOTAL		80,160,867		69,845,278

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibit 1)		14,891		21,996
– Guaranties provided to the BCRA		129,138		134,235
– Other guaranties given covered by debtor classification regulations (Exhibit 1)		242,746		175,081
– Other guaranties given non covered by debtor classification regulations		84,477		70,649
– Other covered by debtor classification regulations (Exhibit 1)		96,972		98,786
– Contra contingent credit accounts		6,027,331		5,259,465

		6,595,555		5,760,212

Control
– Items to be credited		820,647		720,011
– Other		95,905		284,464
– Contra control credit accounts		62,365,144		55,449,290

		63,281,696		56,453,765

Derivatives
– “Notional” amount of call options written		1,536		34,505
– “Notional” amount of non-deliverable forward transactions		4,715,562		3,419,241
– Contra credit derivatives accounts		5,559,934		4,170,438

		10,277,032		7,624,184

For trustee activities
– Contra credit accounts for trustee activities		6,584		7,117

		6,584		7,117

TOTAL		80,160,867		69,845,278

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.


		- 50 -

CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

(Art. 33 of Law Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		06-30-2011
A. FINANCIAL INCOME

Interest on cash and due from banks		—,—		1
Interest on loans to the financial sector		119,591		48,007
Interest on overdraft		302,564		172,602
Interest on discounted instruments		249,268		118,140
Interest on real estate mortgage		58,741		59,936
Interest on collateral loans		177,841		75,840
Interest on credit card loans		297,492		160,393
Interest on other loans		753,128		457,531
Interest from other receivables from financial transactions		18,074		12,940
Interest on financial leases		76,931		50,626
Income from secured loans - Decree 1387/01		2,612		25,130
Net income from government and private securities		309,320		187,482
Net income from options		255		87
Indexation by CER		65,296		39,894
Gold and foreign currency exchange difference		93,989		100,931
Other		131,850		51,784

		2,656,952		1,561,324

B. FINANCIAL EXPENSE

Interest on checking accounts		—,—		3
Interest on savings deposits		5,527		4,016
Interest on time deposits		716,888		411,526
Interest on interfinancial financing (calls received)		1,443		392
Interest on other financing from financial institutions		19,147		11,640
Interest on other liabilities from financial transactions		56,010		7,634
Other interest		3,763		1,924
Indexation by CER		90		89
Contribution to the deposit guarantee fund		25,687		20,472
Other		126,497		71,835

		955,052		529,531

GROSS INTERMEDIATION MARGIN – GAIN		1,701,900		1,031,793

C. ALLOWANCES FOR LOAN LOSSES		77,315		32,955

D. SERVICE CHARGE INCOME

Related to lending transactions		424,036		299,953
Related to liability transactions		430,227		341,575
Other commissions		52,797		51,741
Other (note 7.j)		248,512		195,714

		1,155,572		888,983

E. SERVICE CHARGE EXPENSE

Commissions		202,551		173,001
Other (note 7.k)		97,861		68,995

		300,412		241,996


		- 51 -

				(Contd.)

CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

(Art. 33 of Law Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012			06-30-2011

F. ADMINISTRATIVE EXPENSES

Payroll expenses		840,822			640,663
Fees to Bank Directors and Supervisory Committee		1,151			863
Other professional fees		21,512			18,011
Advertising and publicity		53,808			54,125
Taxes		107,337			86,954
Fixed assets depreciation		37,911			30,868
Organizational expenses amortization		18,360			13,523
Other operating expenses		192,894			151,743
Other		145,205			98,928

		1,419,060			1,095,678


NET GAIN FROM FINANCIAL TRANSACTIONS		1,060,685			550,147

RESULTS OF MINORITY INTEREST IN SUBSIDIARIES		(16,230	)		(1,606	)

G. OTHER INCOME

Income from long-term investments		29,329			84,908
Punitive interests		4,171			2,039
Loans recovered and reversals of allowances		34,426			53,382
Other (note 7.l)		200,610			126,943

		268,536			267,272

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		22			313
Charge for uncollectibility of other receivables and other allowances		234,865			116,502
Amortization of difference arising from judicial resolutions		8,150			9,215
Depreciation and losses from miscellaneous assets		206			186
Other (note 7.m)		33,170			16,064

		276,413			142,280


NET GAIN BEFORE INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		1,036,578			673,533

I. INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		465,207			281,047

NET INCOME FOR THE PERIOD		571,371			392,486

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.


		- 52 -

CONSOLIDATED STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

(ART. 33 OF LAW Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012			06-30-2011
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		6,618,270	(1)		6,251,784	(1)
Cash and cash equivalents at the end of the period		6,615,720	(1)		7,332,082	(1)

Net (decrease) / increase in cash and cash equivalents		(2,550	)		1,080,298

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
– Government and private securities		29,914			2,633,240
– Loans		1,347,087			(449,375	)

to financial sector		(84,985	)		(127,646	)
to non-financial public sector		16,474			603,873
to non-financial private sector and residents abroad		1,415,598			(925,602	)
– Other receivables from financial transactions		(13,575	)		116,950
– Receivables from financial leases		(5,984	)		(136,637	)
– Deposits		(7,686	)		3,089,130

to financial sector		10,328			38,454
to non-financial public sector		254,700			259,810
to non-financial private sector and residents abroad		(272,714	)		2,790,866
– Other liabilities from financial transactions		(357,478	)		347,583

Financing from financial or interfinancial sector (calls received)		(109,200	)		19,900
Others (except liabilities included in Financing Activities)		(248,278	)		327,683
Collections related to service charge income		1,153,171			884,892
Payments related to service charge expense		(300,172	)		(240,335	)
Administrative expenses paid		(1,421,065	)		(1,087,945	)
Organizational and development expenses paid		(14,492	)		(14,024	)
Net collections from punitive interest		3,667			1,520
Differences from judicial resolutions paid		(8,150	)		(9,215	)
Collections of dividends from other companies		7,090			6,263
Other collections related to other income and expenses		220,847			236,374

Net cash flows provided by operating activities		633,174			5,378,421

Investment activities

Net payments from premises and equipment		(20,752	)		(51,418	)
Net payments from other assets		(1,438	)		(1,562	)
Collections from sales of ownership interests in other companies		15,174			—,—
Other payments from investment activities		(352,219	)		(138,861	)

Net cash flows used in investment activities		(359,235	)		(191,841	)


Financing activities

Net collections / (payments) from:
– Unsubordinated corporate bonds		329,700			(10,000	)
– Argentine Central Bank		474			(113	)

Other		474			(113	)
– Banks and international agencies		108,145			157,416
– Financing received from local financial institutions		(51,280	)		92,194
Cash dividends paid		—,—			(804,000	)
Other payments from financing activities		(663,528	)		(3,541,780	)

Net cash flows used in financing activities		(276,489	)		(4,106,283	)


Financial results and results from holdings of cash and cash equivalents (including interest)		—,—			1


Net (decrease) / increase in cash and cash equivalents		(2,550	)		1,080,298

(1)	See note 6 “Statement of cash and cash equivalents flow”.


		- 53 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

WITH SUBSIDIARIES AS OF JUNE 30, 2012, PRESENTED IN COMPARATIVE FORM WITH

THE BALANCE SHEET AS OF DECEMBER 31, 2011, AND THE STATEMENTS OF INCOME

AND CASH AND CASH EQUIVALENTS FLOW

AS OF JUNE 30, 2011

(Art. 33 of Law Nr. 19,550)

(Translation of financial statements originally issued in Spanish - See note 18 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 BCRA’s regulations and Technical Pronouncement Nr. 21 of the Argentine Federation of Professional Councils in Economic Sciences, BBVA Banco Francés S.A. (hereinafter indistinctly referred to as either “BBVA Francés” or the “Bank”) has consolidated - line by line - its balance sheets as of June 30, 2012 and the end of the previous fiscal year, and the statements of income and cash and cash equivalents flow for the six month periods ended June 30, 2012 and 2011, as per the following detail:

•

As of June 30, 2012:

With the financial statements of BBVA Francés Valores Sociedad de Bolsa S.A., PSA Finance Argentina Cía. Financiera S.A. and BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión for the six month periods ended June 30, 2012 and 2011 and with the financial statements of Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings) for the six month period ended June 30, 2012.

With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) for the fiscal years ended June 30, 2012 and 2011.

•

As of December 31, 2011:

With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) for the six month period ended December 31, 2011.

The results and cash and cash equivalents flow of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) 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, 2012 and 2011.


		- 54 -

Interests in subsidiaries as of June 30, 2012 and as of the end of the previous fiscal year are listed below:


	Shares						Interest percentage in
	Type		Quantity				Total Capital				Possible Votes
Companies			06-30-2012		12-31-2011		06-30-2012		12-31-2011		06-30-2012		12-31-2011

BBVA Francés Valores Soc. de Bolsa S.A.		Common		12,396		12,137		96.9953		94.9687		96.9953		94.9687
Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)		Common		35,425,947		35,425,947		53.8892		53.8892		53.8892		53.8892
PSA Finance Argentina Cía Financiera S.A.		Common		26,089		26,089		50.0000		50.0000		50.0000		50.0000
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		Common		230,398		230,398		95.0000		95.0000		95.0000		95.0000
Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings) (1)		Common		3,000		—,—		60.0000		—,—		60.0000		—,—

(1)	Company taken over as a result of the merger with Inversora Otar S.A. (see note 1.4 to the stand-alone financial statements). The company is undergoing liquidation proceedings.

Total assets, liabilities and stockholders’ equity in accordance with the criteria defined in note 2 below, as of June 30, 2012 and the end of the previous fiscal year and net income balances for the six month periods ended June 30, 2012 and 2011, are listed below:


	Assets				Liabilities				Stockholders’ Equity				Net income/ gain-(loss)
Companies	06-30-2012		12-31-2011		06-30-2012		12-31-2011		06-30-2012		12-31-2011		06-30-2012			06-30-2011

BBVA Francés Valores Soc. de Bolsa S.A.		18,809		20,553		4,032		6,927		14,777		13,626		1,151			578

Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)		114,165		135,606		94,913		115,316		19,252		20,290		(1,038	)		(14,157	)

PSA Finance Argentina Cía Financiera S.A.		1,556,214		1,332,974		1,378,759		1,189,082		177,455		143,892		33,563			16,184

BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		55,934		52,713		3,329		4,222		52,605		48,491		4,114			5,177

Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings)		4,659		—,—		51		—,—		4,608		—,—		(279	)		—,—

2.	VALUATION METHODS

The financial statements of the subsidiaries have been prepared based on similar methods to those applied by the Bank 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 the Bank. The following are the main differences with the professional accounting standards:

Arising from the application of the accounting standards laid down by the National Superintendence of Insurance (S.S.N.) and the main differences with the professional accounting standards in force in Argentina:

The items included under the captions Other subsidiaries’ assets and Other subsidiaries’ liabilities were valued in accordance with the regulations of the S.S.N.


		- 55 -

Arising from the application of the accounting standards laid down by B.C.R.A. and the professional accounting standards in force in Argentina:

•

The commissions paid by PSA Finance Argentina Cía. Financiera S.A. to dealers for granting financing to companies and to the public in general in connection with purchases and sales of automobiles, which in accordance with the rules established by the BCRA are charged to the Income Statement, should be accrued throughout the duration of the loans generated by said dealers in accordance with currently applicable professional accounting standards. Had this criterion been applied, shareholders’ equity would have been increased by 10,715 and 10,380 as of June 30, 2012 and the end of the previous fiscal year, respectively.

•

The Bank has not made disclosures required by professional accounting standards in force in Argentina on discontinued operations or discontinuation in relation to the process of liquidating its subsidiary Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)

3.	REFORM OF THE INTEGRATED RETIREMENT AND PENSION SYSTEM

Law Nr. 26,425- Dissolution and liquidation of Consolidar A.F.J.P. S.A.:

Law Nr. 26,425, which came into force on December 4, 2008, mandated that the capitalization system that used to be an integral part of the Integrated Retirement and Pension System was to be suppressed and replaced by a single pay-as-you-go system that is now known as the Argentine Integrated Social Security System (SIPA in Spanish). As a consequence, Consolidar A.F.J.P. S.A. ceased to manage the funds held in the individual capitalization accounts opened by the members and beneficiaries of the Integrated Retirement and Pension System. Said funds were transferred to the Fund to Guarantee the Sustainability of the State-run Social Security System exactly as they had been invested and it is now the Argentine Social Security Authority (ANSES) the only and sole holder of said assets and funds.

Besides, on October 29, 2009, ANSES issued its Resolution Nr. 290/2009 whereby it granted a term of 30 working days to the pension fund managers that could be interested in re-converting their corporate purpose in order to manage the funds held as voluntary term deposits and as agreed-upon deposits in capitalization accounts for them to express their decision to do so.

Given the above situation and the inability of Consolidar A.F.J.P. S.A. to attain the corporate purpose and conduct the business for which it had been formed, on December 28, 2009, its Extraordinary General Unanimous Shareholders’ Meeting adopted the resolution to dissolve and subsequently liquidate Consolidar A.F.J.P. S.A. effective as of December 31, 2009 on the understanding that such will be the best alternative to safeguard the interests of both the creditors and the shareholders of the Company. In addition, as set forth in the Argentine Companies Law, the Shareholders’ Meeting decided to appoint Accountant Mr. Gabriel Orden and Mr. Rubén Lamandia to act as liquidators for of Consolidar A.F.J.P. S.A. As of December 31, 2009 these gentlemen have been designated as the Company’s legal representatives. As of the date of issuance of these financial statements, they are moving forward with all the actions necessary to proceed with the liquidation of Consolidar A.F.J.P. S.A.

On January 28, 2010, the dissolution of Consolidar A.F.J.P. S.A. as well as the list of designated liquidators were registered with the Supervisory Board of Companies (I.G.J.)

In addition, the Extraordinary General Shareholders’ Meeting of Consolidar A.F.J.P. S.A. approved a voluntary reduction in capital stock for 75,000 on October 19, 2009. In turn, the I.G.J. conferred its approval to the capital reduction mentioned on January 11, 2010. In this respect, on January 19, 2010 the shareholders were transferred their capital contributions in conformity with the above-mentioned reduction.

BBVA Francés, in its capacity as shareholder requested that Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) should file a note with the Argentine Ministry of Economy and Public Finance and with the Argentine Social Security Authority to commence discussions within the framework of Law Nr. 26,425 in order to identify one or more resolution alternatives in connection with the consequences resulting from the events caused by the enactment of that Law. This note was filed by Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) on June 11, 2010.

In turn, on December 7, 2010, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) filed an action for damages against the National State and the Ministry of Labor, Employment and Social Security with the court of original Federal Jurisdiction over Contentious Administrative Matters No. 4, Clerk of Court’s Office Nr. 7, case file Nr. 40,437/2010. The complaint was ratified by BBVA Francés in its capacity as


		- 56 -

majority shareholder in that Company. On July 15, 2011, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) and BBVA Francés filed with the same court an enhanced complaint for determining the amounts claimed as damages. On March 9, 2012, the Court ordered the service of process on the National State.

In addition, on April 12, 2011, the Supreme Court of Justice of Argentina affirmed the judgment passed by the court of original Federal Jurisdiction over Contentious Administrative Matters in favour of Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) in connection with the claim for recovery asserted against the tax authorities (AFIP) for the 12,475 in excess of the income tax charge for fiscal 2002 paid by the plaintiff by reason of not having applied the inflation adjustment for tax purposes. As Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) is undergoing liquidation proceedings, in order to advance the collection of the receivable arising from the judgment, on June 29, 2011 Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) executed an assignment for valuable consideration of all of the rights to which Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) was entitled in the framework of this legal action to BBVA Francés.

4.	MINORITY INTEREST IN SUBSIDIARIES

The breakdown of balances in the “Minority interest in subsidiaries” account is as follows:


	06-30-2012		12-31-2011
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		8,877		9,356
BBVA Francés Valores Sociedad de Bolsa S.A.		444		686
PSA Finance Argentina Cía Financiera S.A.		88,727		71,946
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		79		121
Aplica Soluciones Argentina S.A. (undergoing liquidation proceedings)		1,843		—,—

Total		99,970		82,109

5.	RESTRICTIONS ON ASSETS

BBVA Francés Valores Sociedad de Bolsa S.A. holds two shares of Mercado de Valores de Buenos Aires S.A, booked in the amount of 10,300 and 9,600 as of June 30, 2012 and the end of the previous fiscal year, respectively. 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 latter’s guaranteeing any noncompliance of stock broking companies with their obligations.

See note 7 to the stand-alone financial statements of the Bank.


		- 57 -

6.	STATEMENT OF CASH AND CASH EQUIVALENTS FLOW


	06-30-2012		12-31-2011		06-30-2011		12-31-2010

a) Cash and due from banks		6,363,238		6,353,428		6,974,023		5,691,806

b) Goverment securities		41,482		85,342		214,614		442,478

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of each period or fiscal year		211,000		179,500		143,445		117,500


CASH AND CASH EQUIVALENTS		6,615,720		6,618,270		7,332,082		6,251,784

7.	BREAKDOWN OF MAIN ITEMS

The detail of the main items included in financial statements is as follows:


	06-30-2012		12-31-2011

a) GOVERNMENT AND PRIVATE SECURITIES

* Holdings booked at fair value

Secured Bonds due in 2020		864,750		828,433
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014		709,029		1,017,471
Secured Bonds due in 2018		144,120		178,727
Discount Bonds in pesos		23,438		23,377
Federal Government Bocon PRO 12		—,—		14,814
Federal Government Bonds in Pesos Badlar + 350 bp due in 2013		—,—		12,795
Other		5,514		12,905

Total		1,746,851		2,088,522


* Holdings booked at amortized cost

Other		164		164

Total		164		164


* Instruments issued by the BCRA

BCRA Bills (LEBAC)		3,784,283		2,352,026
BCRA Notes (NOBAC)		210,694		1,095,946

Total		3,994,977		3,447,972


		- 58 -


	06-30-2012			12-31-2011

* Investments in listed private securities

FBA Ahorro Pesos Investment Fund		15,699			24,619
SUPERGESTION Mix VI Clase B Investment Fund		17,284			—,—
GOAL Capital Plus Clase B Investment Fund		4,904			—,—
FBA Renta Pesos Investment Fund		3,159			3,039
FIMA Ahorro Plus Investment Fund		13,382			—,—
Other		4,341			897

Total		58,769			28,555

– Allowances		(186	)		(184	)

Total		5,800,575			5,565,029


b) LOANS – Other

Fixed-rate financial loans		2,653,451			2,640,216
Loans granted to pre-finance and finance exports		1,699,115			3,003,322
Financial loans to foreign institutions		20,522			70,704
Other		162,929			115,364

Total		4,536,017			5,829,606


c) INVESTMENTS IN OTHER COMPANIES – Other

In companies-supplementary activities		26,991			24,597
In other companies- unlisted		17,172			45,876

Total		44,163			70,473


d) OTHER RECEIVABLES – Other

Guarantee deposits		255,139			201,904
Tax prepayments		245,541			121,481
Miscellaneous receivables		211,637			234,533
Loans to personnel		186,227			178,256
Prepayments		96,507			110,886
Other		10,133			14,602

Total		1,005,184			861,662


e) OTHER SUBSIDIARIES’ ASSETS

Other related to pension fund management business		450			450

Total		450			450


		- 59 -


	06-30-2012		12-31-2011

f) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS - Other

Accounts payable for consumption		508,962		547,354
Other withholdings and collections at source		255,923		261,986
Collections and other operations for the account of third parties		249,759		473,628
Money orders payable		155,395		174,928
Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (B.I.C.E)		55,024		49,324
Social security payment orders pending settlement		52,962		4,987
Pending Banelco debit transactions		24,959		36,505
Loans received from Interamerican Development Bank (IDB)		11,631		15,945
Other		84,499		90,300

Total		1,399,114		1,654,957


g) OTHER LIABILITIES – Other

Accrued taxes		432,804		431,534
Miscellaneous payables		224,399		324,307
Accrued salaries and payroll taxes		182,507		240,783
Amounts collected in advance		81,080		79,470
Other		2,927		2,137

Total		923,717		1,078,231


h) OTHER SUBSIDIARIES’ LIABILITIES

Other related pension fund management business		337		336

Total		337		336


i) MEMORANDUM ACCOUNTS – DEBIT – CONTROL – Other

Securities representative of investment in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic		38,672,428		35,717,602
Items in safekeeping		20,296,607		16,094,866
Checks not yet credited		2,185,204		2,567,258
Collections items		462,132		400,241
Checks drawn on the Bank pending clearing		357,801		254,125
Other		87,588		96,100

Total		62,061,760		55,130,192


		- 60 -


	06-30-2012		06-30-2011

j) SERVICE CHARGE INCOME – Other

Commissions for hiring of insurances		119,054		83,211
Rental of safe-deposit boxes		46,247		36,313
Commissions for loans and guaranties		35,974		26,329
Commissions for transportations of values		8,412		7,288
Commissions for escrow		5,298		5,817
Commissions for salary payment		4,757		4,261
Commissions for capital market transactions		2,446		6,794
Commissions for trust management		470		481
Other		25,854		25,220

Total		248,512		195,714


k) SERVICE CHARGE EXPENSE – Other

Turn-over tax		70,524		52,396
Insurance paid on lease transactions		16,742		9,550
Other		10,595		7,049

Total		97,861		68,995


l) OTHER INCOME – Other

Deferred income tax (1)		125,100		67,800
Gain from the sale of premises and equipment and other assets		41,558		1,333
Related parties expenses recovery		8,403		6,338
Tax recovery		—,—		18,166
Others		25,549		33,306

Total		200,610		126,943

(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.


		- 61 -

EXHIBIT 1

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011

COMMERCIAL PORTFOLIO

Normal performance		13,313,234		13,840,259


Preferred collaterals and counter guaranty “A”		368,810		367,394
Other collaterals and counter guaranty “B”		295,242		314,204
Without senior security or counter guaranty		12,649,182		13,158,661

With special follow-up		13,809		15,934

Under to an observation
Without senior security or counter guaranty		13,809		15,934

With problems		2,984		—,—


Without senior security or counter guaranty		2,984		—,—

With high risk of uncollectibility		4,339		3,896


Without senior security or counter guaranty		4,339		3,896

Uncollectible		—,—		1,552


Without senior security or counter guaranty		—,—		1,552

Total		13,334,366		13,861,641


		- 62 -

				EXHIBIT 1 (Contd.)

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF JUNE 30, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 18 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	06-30-2012		12-31-2011

CONSUMER AND HOUSING PORTFOLIO

Normal performance		12,048,565		10,426,160


Preferred collaterals and counter guaranty “A”		18,050		10,046
Other collaterals and counter guaranty “B”		2,217,861		1,822,317
Without senior security or counter guaranty		9,812,654		8,593,797

Low risk		127,753		86,230


Preferred collaterals and counter guaranty “A”		—,—		108
Other collaterals and counter guaranty “B”		39,778		26,253
Without senior security or counter guaranty		87,975		59,869

Medium risk		95,835		55,396


Preferred collaterals and counter guaranty “A”		89		—,—
Other collaterals and counter guaranty “B”		16,491		7,099
Without senior security or counter guaranty		79,255		48,297

High risk		63,537		38,180


Other collaterals and counter guaranty “B”		10,889		5,794
Without senior security or counter guaranty		52,648		32,386

Uncollectible		13,163		11,767


Other collaterals and counter guaranty “B”		7,018		6,457
Without senior security or counter guaranty		6,145		5,310

Uncollectible, classified as such under regulatory requirements		187		168


Other collaterals and counter guaranty “B”		60		82
Without senior security or counter guaranty		127		86

Total		12,349,040		10,617,901

General Total (1)		25,683,406		24,479,542

(1)

INDEPENDENT AUDITORS’ LIMITED REVIEW REPORT

To the President and the Board of Directors of

BBVA BANCO FRANCÉS S.A.

Reconquista 199

City of Buenos Aires

1.	Identification of the financial statements subject to our review

We have reviewed:

the accompanying financial statements of BBVA BANCO FRANCÉS S.A. (“BBVA Francés” or the “Bank”), which comprise the balance sheet as of June 30, 2012 and the statement of income, statement of changes in stockholders’ equity and cash and cash equivalents flow for the six-month period then ended, with their notes 1 to 18 (notes 2 and 4 describe a summary of significant accounting policies), and supplemental Exhibits “A” through “L”, “N” and “O”; and

the consolidated financial statements of BBVA Francés and its subsidiaries (listed in note 1 to the consolidated financial statements), which comprise the consolidated balance sheet as of June 30, 2012 and the consolidated statement of income and the consolidated cash and cash equivalents flow 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 referred to above are presented for comparative purposes with the balance sheets and supplemental information for the year ended December 31, 2011.

The statements of income, of changes in stockholders’ equity and cash and cash equivalents flow referred to above (the stand-alone and the consolidated financial statements) and certain related supplemental information are presented for comparative purposes with the statements and supplemental information for the six-month period ended June 30, 2011.

The Bank’s Board of Directors and Management are responsible for the preparation and fair presentation of such financial statements in conformity with applicable accounting standards. They are also responsible for the existence of internal control considered necessary to enable the presentation of financial statements free from material misstatement, whether due to errors or omissions or to irregularities. Our responsibility is to issue a limited review report 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 and the “Minimum Standards applicable for External Audits” established by the Argentine Central Bank (B.C.R.A.) for the limited reviews of financial statements corresponding to interim periods. These standards determine a scope which is substantially less than the application of all auditing 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 balance sheet position of the Bank as of June 30, 2012, on the results of its operations, the changes in its stockholders’ equity and its cash and cash equivalents 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 taken as a whole, we are in position to report that:

the financial statements of BBVA Francés 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

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, 2011 and those for the six-month period ended June 30, 2011, 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,

our Independent Auditors’ Report on the financial statements for the year ended December 31, 2011 was issued on February 9, 2012 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.

our Independent Auditors’ Limited Review Report on the financial statements for the six-month period ended June 30, 2011 was issued on August 9, 2011, including an observation originated in certain departures from professional accounting standards in force in Argentina, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

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 18 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 except for the matters described in caption 3, with 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 and cash equivalents flow 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, 2012.

ROXANA M. FIASCHE

Partner

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

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, 2012	By:	/s/ Ignacio Sanz y Arcelus
		Name:	Ignacio Sanz y Arcelus
		Title:	Chief Financial Officer