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, 2013

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, 2013 together with Independent Auditors’ Limited Review Report

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 16, 2013	By:	/s/ Ignacio Sanz y Arcelus
			Name:	Ignacio Sanz y Arcelus
			Title:	Chief Financial Officer

FINANCIAL STATEMENTS AS OF

JUNE 30, 2013 TOGETHER WITH

INDEPENDENT AUDITORS’ LIMITED

REVIEW REPORT.


		- 1 -

BALANCE SHEETS AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
ASSETS:
A. CASH AND DUE FROM BANKS:
Cash		1,547,764		1,879,430
Due from banks and correspondents		6,519,525		6,715,530

Argentine Central Bank (BCRA)		6,418,792		6,581,691
Other local		740		267
Foreign		99,993		133,572

		8,067,289		8,594,960

B. GOVERNMENT AND PRIVATE SECURITIES:
Holdings booked at fair value (Exhibit A)		1,229,597		1,829,927
Holdings booked at amortized cost (Exhibit A)		164		164
Instruments issued by the BCRA (Exhibit A)		3,149,269		2,201,676
Investments in listed private securities (Exhibit A)		139		187
Less: Allowances (Exhibit J)		191		188

		4,378,978		4,031,766

C. LOANS:
To government sector (Exhibits B, C and D)		74,850		35,067
To financial sector (Exhibits B, C and D)		2,447,483		2,348,305

Interfinancial – (Call granted)		235,000		175,319
Other financing to local financial institutions		1,780,953		1,795,844
Interest and listed-price differences accrued and pending collection		431,530		377,142

To non financial private sector and residents abroad (Exhibits B, C and D)		28,267,463		25,632,160

Overdraft		6,126,895		5,097,179
Discounted instruments		4,249,685		4,240,993
Real estate mortgage		1,008,506		877,775
Collateral Loans		962,450		783,253
Consumer		5,380,904		4,772,722
Credit cards		5,459,976		4,729,243
Other		4,757,926		4,785,893
Interest and listed-price differences accrued and pending collection		398,113		418,515
Less: Interest documented together with main obligation		76,992		73,413

Less: Allowances (Exhibit J)		583,790		497,041

		30,206,006		27,518,491

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		550,751		537,997
Amounts receivable for spot and forward sales to be settled		1,039,333		931
Instruments to be received for spot and forward purchases to be settled (Exhibit O)		98,935		18
Unlisted corporate bonds (Exhibits B, C and D)		2,994		15,973
Non-deliverable forward transactions balances to be settled		26,530		9,424
Other receivables not covered by debtor classification regulations		—,—		404
Other receivables covered by debtor classification regulations (Exhibits B, C and D)		148,183		121,266
Less: Allowances (Exhibit J)		918		950

		1,865,808		685,063

E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibits B, C and D)		1,299,129		1,064,322
Interest accrued pending collection (Exhibits B, C and D)		18,275		14,557

Less: Allowances (Exhibit J)		15,341		12,400

		1,302,063		1,066,479

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions (Exhibit E)		260,739		208,242
Other (Note 5.a.) (Exhibit E)		130,209		120,023

		390,948		328,265

G. OTHER RECEIVABLES:
Other (Note 5.b.)		1,347,495		1,072,722
Other interest accrued and pending collection		8,121		6,114
Less: Allowances (Exhibit J)		451,655		293,320

		903,961		785,516

H. PREMISES AND EQUIPMENT (Exhibit F):		614,017		619,441


I. OTHER ASSETS (Exhibit F):		71,848		26,294

J. INTANGIBLE ASSETS (Exhibit G):
Organization and development expenses		113,572		117,193

		113,572		117,193

K. SUSPENSE ITEMS:		7,906		10,630

TOTAL ASSETS:		47,922,396		43,784,098


		- 2 -

(Contd.)

BALANCE SHEETS AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
LIABILITIES:
L. DEPOSITS (Exhibits H and I):
Government sector		1,313,723		2,122,608
Financial sector		36,562		18,787
Non financial private sector and residents abroad		35,551,410		32,029,647

Checking accounts		9,226,192		8,806,002
Savings deposits		10,906,417		9,816,292
Time deposits		14,508,460		12,634,057
Investments accounts		5,420		6,929
Other		738,099		639,281
Interest and listed-price differences accrued payable		166,822		127,086

		36,901,695		34,171,042


M. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (Exhibit I)		64,679		51,936

Other		64,679		51,936

Banks and International Institutions (Exhibit I)		107,704		262,770
Unsubordinated corporate bonds (Exhibit I)		148,900		334,093
Amounts payable for spot and forward purchases to be settled		72,167		18
Instruments to be delivered for spot and forward sales to be settled (Exhibit O)		1,091,301		926
Financing received from Argentine financial institutions (Exhibit I)		30,348		750

Interfinancial – (Call granted)		30,000		—,—
Other financing from local financial institutions		325		750
Interest accrued payable		23		—,—
Non-deliverable forward transactions balances to be settled		771		702
Other (Note 5.c.) (Exhibit I)		1,873,603		1,881,133
Interest and listed-price differences accrued payable (Exhibit I)		7,682		10,943

		3,397,155		2,543,271


N. OTHER LIABILITIES:

Other (Note 5.d.)		1,272,503		1,360,425

		1,272,503		1,360,425


O. ALLOWANCES (Exhibit J):		602,986		557,417

P. SUSPENSE ITEMS:		16,506		20,007

TOTAL LIABILITIES:		42,190,845		38,652,162


STOCKHOLDERS’ EQUITY: (as per the related statements of changes in stockholders’ equity)		5,731,551		5,131,936

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		47,922,396		43,784,098


		- 3 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		33,530		43,950
– Guaranties received		7,665,676		6,007,360
– Contra contingent debit accounts		1,333,028		896,169

		9,032,234		6,947,479

Control
– Receivables classified as irrecoverable		392,309		362,814
– Other (Note 5.e.)		68,663,076		65,918,830
– Contra control debit accounts		1,135,243		1,639,047

		70,190,628		67,920,691

Derivatives (Exhibit O)
– “Notional” amount of non-deliverable forward transactions		4,743,535		3,452,819
– Interest rate SWAP		1,268,718		1,111,157
– Contra derivatives debit accounts		3,906,529		2,865,678

		9,918,782		7,429,654

For trustee activities
– Funds in trust		6,582		6,585

		6,582		6,585

TOTAL		89,148,226		82,304,409

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibits B, C and D)		717,565		322,959
– Guaranties provided to the BCRA		119,356		131,094
– Other guaranties given covered by debtor classification regulations (Exhibits B, C and D)		216,626		188,521
– Other guaranties given non covered by debtor classification regulations		185,676		177,080
– Other covered by debtor classification regulations (Exhibits B, C and D)		93,805		76,515
– Contra contingent credit accounts		7,699,206		6,051,310

		9,032,234		6,947,479

Control
– Items to be credited		1,026,732		1,404,173
– Other		108,511		234,874
– Contra control credit accounts		69,055,385		66,281,644

		70,190,628		67,920,691

Derivatives (Exhibit O)
– “Notional” amount of non-deliverable forward transactions		3,906,529		2,865,678
– Contra derivatives credit accounts		6,012,253		4,563,976

		9,918,782		7,429,654

For trustee activities
– Contra credit accounts for trustee activities		6,582		6,585

		6,582		6,585

TOTAL		89,148,226		82,304,409

The accompanying notes 1 through 19 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, 2013 AND 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		06-30-2012
A. FINANCIAL INCOME

Interest on cash and due from banks		54		—,—
Interest on loans to the financial sector		229,918		192,011
Interest on overdraft		543,050		302,653
Interest on discounted instruments		334,284		249,268
Interest on real estate mortgage		72,946		58,741
Interest on collateral loans		103,954		64,702
Interest on credit card loans		431,473		297,492
Interest on other loans		981,329		744,161
Interest on other receivables from financial transactions		18,932		18,074
Interest on financial leases		100,268		73,494
Income from secured loans – Decree 1387/01		2,632		2,612
Net income from government and private securities		145,447		305,723
Net income from options		—,—		255
Indexation by benchmark stabilization coefficient (CER)		66,936		65,296
Gold and foreign currency exchange difference		136,451		92,523
Other		137,426		133,652

		3,305,100		2,600,657

B. FINANCIAL EXPENSE

Interest on savings deposits		6,599		5,527
Interest on time deposits		969,028		719,633
Interest on interfinancial financing (call received)		1,499		1,443
Interest on other liabilities from financial transactions		26,088		38,892
Other interest		2,978		3,763
Indexation by CER		56		90
Contribution to the deposit guarantee fund		29,908		25,687
Other		206,960		119,170

		1,243,116		914,205

GROSS INTERMEDIATION MARGIN – GAIN		2,061,984		1,686,452

C. ALLOWANCES FOR LOAN LOSSES		197,489		71,161

D. SERVICE CHARGE INCOME

Related to lending transactions		488,850		339,735
Related to liability transactions		528,740		430,227
Other commissions		46,316		42,469
Other (Note 5.f.)		357,194		248,529

		1,421,100		1,060,960

E. SERVICE CHARGE EXPENSE

Commissions		272,481		193,230
Other (Note 5.g.)		134,767		92,344

		407,248		285,574


		- 5 -

(Contd.)

STATEMENTS OF INCOME FOR THE SIX MONTH PERIODS

ENDED JUNE 30, 2013 AND 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		06-30-2012
F. ADMINISTRATIVE EXPENSES

Payroll expenses		1,058,693		826,093
Fees to Bank Directors and Supervisory Committee		1,674		1,074
Other professional fees		20,554		15,243
Advertising and publicity		82,819		52,994
Taxes		143,174		105,535
Fixed assets depreciation		46,857		37,870
Organizational expenses amortization		23,244		18,350
Other operating expenses		252,700		191,275
Other		199,239		143,707

		1,828,954		1,392,141


NET GAIN FROM FINANCIAL TRANSACTIONS		1,049,393		998,536

G. OTHER INCOME

Income from long-term investments		71,972		50,403
Punitive interests		5,789		3,689
Loans recovered and reversals of allowances		40,863		33,163
Other (Note 5.h.)		213,876		203,298

		332,500		290,553

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		25		22
Charge for uncollectibility of other receivables and other allowances		227,156		233,728
Amortization of difference arising from judicial resolutions		16,850		8,150
Depreciation and losses from miscellaneous assets		153		206
Other		26,594		32,912

		270,778		275,018


NET GAIN BEFORE INCOME TAX		1,111,115		1,014,071


I. INCOME TAX (Note 4.1)		511,500		442,700


NET INCOME FOR THE PERIOD		599,615		571,371

The accompanying notes 1 through 19 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, 2013 AND 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


2013																	2012
				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		1,243,136		1,592,753		1,263,679			5,131,936		3,868,257

2.	Stockholders’ Meeting held on April 9, 2013

	– Legal reserve		—,—		—,—		—,—		252,736		—,—		(252,736	)		—,—		—,—
	– Voluntary reserve for future distributions of income		—,—		—,—		—,—		—,—		1,010,943		(1,010,943	)		—,—		—,—

3.	Net income for the period		—,—		—,—		—,—		—,—		—,—		599,615			599,615		571,371


4.	Balance at the end of the period		536,878		182,511		312,979		1,495,872		2,603,696		599,615			5,731,551		4,439,628

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

The accompanying notes 1 through 19 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, 2013 AND 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013			06-30-2012
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		9,120,988	(1)		6,667,627	(1)
Cash and cash equivalents at the end of the period		8,718,445	(1)		6,662,697	(1)

Net decrease in cash and cash equivalents		(402,543	)		(4,930	)

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
– Government and private securities		(229,754	)		56,502
– Loans		408,779			1,322,650

to financial sector		108,326			(61,070	)
to non-financial public sector		(36,736	)		16,474
to non-financial private sector and residents abroad		337,189			1,367,246
– Other receivables from financial transactions		(18,645	)		(13,213	)
– Receivables from financial leases		(235,584	)		2,087
– Deposits		1,510,478			(72,203	)

to financial sector		17,775			10,328
to non-financial public sector		(809,981	)		254,700
to non-financial private sector and residents abroad		2,302,684			(337,231	)
– Other liabilities from financial transactions		42,865			(361,136	)

Financing from financial or interfinancial sector (call received)		30,000			(105,200	)
Others (except liabilities included in Financing Activities)		12,865			(255,936	)
Collections related to service charge income		1,415,251			1,058,717
Payments related to service charge expense		(402,369	)		(285,334	)
Administrative expenses paid		.(1,785,346	)		(1,393,487	)
Organizational and development expenses paid		(15,704	)		(14,492	)
Net collections from punitive interest		5,764			3,667
Differences from judicial resolutions paid		(16,850	)		(8,150	)
Collections of dividends from other companies		11,467			7,090
Other collections related to other income and expenses		221,522			193,982

Net cash flows provided by operating activities		911,874			496,680

Investment activities

Net payments from premises and equipment		(41,190	)		(20,648	)
Net payments from other assets		(45,950	)		(612	)
Collections from sales of ownership interests in other companies		—,—			15,174
Other payments from investment activities		(281,367	)		(132,599	)

Net cash flows used in investment activities		(368,507	)		(138,685	)


Financing activities
Net collections / (payments) from:
– Unsubordinated corporate bonds		(185,193	)		148,900
– Argentine Central Bank		12,652			474

Other		12,652			474
– Banks and international agencies		(155,066	)		108,145
– Financing received from local financial institutions		(425	)		(393	)
Other payments related to financing activities		(617,932	)		(620,051	)

Net cash flows used in financing activities		(945,964	)		(362,925	)


Financial results and results from holdings of cash and cash equivalents (including interest)		54			—,—

Net decrease in cash and cash equivalents		(402,543	)		(4,930	)

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

The accompanying notes 1 through 19 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, 2013, PRESENTED IN COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2012, AND THE STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS’ EQUITY AND CASH AND CASH EQUIVALENTS FLOW AS OF JUNE 30, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

(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 244-branch network.

As from December, 1996, BBVA Francés is part of Banco Bilbao Vizcaya Argentaria S.A.’s (BBVA) global strategy, which controls the Bank, direct and indirectly, with 75.94% of the corporate stock as of June 30, 2013.

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 (RPC)	Form of placement		Amount			Total

Capital Stock as of December 31, 2008:								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 1.3).

1.3

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

As of the end of the fiscal year ended December 31, 2011, 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.


		- 9 -

On February 9, 2012, 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 and 5,668, respectively.

On July 18, 2013, the Argentine Central Bank resolved not to make any observations against the merger by absorption of Otar by BBVA Francés through its Resolution No. 473. As of the date of issuance of these financial statements, the approval by the National Securities Commission’s Board of Directors is pending and so is the registration with the Supervisory Board of Companies.

Additionally, and as a result of the above-mentioned merger by absorption, BBVA Francés took over Aplica Soluciones Argentina S.A. Following this company’s liquidation proceedings, on December 21, 2012, BBVA Francés received 2,602 representative of its ownership interest in the referred company. As of the date of issuance of these financial statements, the company’s de-registration from the RPC was still pending.

1.4

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 No. 19,550. As a result, in compliance with Law No. 25,738, it is hereby informed that neither the foreign capital majority stockholders nor the local or foreign stockholders will respond, in excess of the mentioned paid-in stockholding, for the liabilities arising out of the transactions performed by the financial institution.

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 No. 6 (modified by Technical Pronouncement No. 19), using adjustment rates derived from the Internal Wholesale Price Index published by the National Institute of Statistics and Census (I.N.D.E.C.).

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 No. 272 and BCRA Communication “A” 2365, the accounting figures were not restated through December 31, 2001. In view of CNV General Resolution No. 415 and BCRA Communication “A” 3702, the method was reinstated effective as from January 1, 2002, considering the previous accounting figures as restated as of December 31, 2001.

By Communication “A” 3921 of the BCRA and General Resolution No. 441/03 of the CNV, in compliance with Decree 664/03 of the Federal Executive, application of the restatement method on financial statements in equivalent purchasing power has been suspended as from March 1, 2003. Accordingly, BBVA Francés applied the mentioned restatement until February 28, 2003.


		- 10 -

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, 2012, while the Statements of Income, Changes in Stockholders’ Equity and Cash and cash equivalents flow show comparative information as of June 30, 2012.

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, 2013 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, 2013 and the end of the previous fiscal year. Differences in listed prices were credited/charged to income for the period or fiscal year.

•

Holdings booked at amortized cost and instruments issued by the BCRA at amortized cost: as of June 30, 2013 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, 2013 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 No. 1387/2001:

As of June 30, 2013 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, 2013 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 No. 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.


		- 11 -

•

Federal Government Secured Bonds due in 2020: have been adjusted under Resolution No. 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, 2013 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 BCRA at fair value: as of June 30, 2013, they were valued 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, 2013 and the end of the previous fiscal year.

Unlisted Corporate Bonds:

They were valued at acquisition cost plus income accrued but not collected as of June 30, 2013 and the end of the previous fiscal year.

Receivables from financial leases:

As of June 30, 2013 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.

Although the Entity has a 40% interest ownership in the capital stock and votes of Rombo Cía. Financiera S.A., operational and financial decisions at Rombo Cía. Financiera S.A. are taken together with this company’s majority shareholder on a joint basis.

•

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.


		- 12 -

•

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.

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 framework of the provisions of Law No. 25,561, Decree No. 214/02 and supplementary provisions. The assets mentioned (calculated on the basis of the nominal difference between the exchange rate freely determined in the market and applied to the value of the deposit recorded in the books at that date) was amortized within the 60 monthly instalments starting in April 2003 in accordance with Communication “A” 3916 of the BCRA.

As of June 30, 2013 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 1,395,361 and 1,378,511, 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 (“Massa, Juan Agustín v. Argentine Executive Branch – Executive Order 1570/ et al over action for the protection of constitutional rights (amparo) Law No. 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, 2013 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 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.


		- 13 -

•

Repo and Reverse Repo transactions

As of June 30, 2013, 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.

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, 2013 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, 2013 and the end of the previous fiscal year, 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, 2013 and 2012, the Bank calculated the earning per share on the basis of 536,877,850 ordinary shares of $1 par value each. The net income for each period on those dates is as follows:


	06-30-2013		06-30-2012

Net income for the period		599,615		571,371
Earning per share for the six-month period – (stated in pesos)		1.11		1.06

Use of accounting estimates:

The preparation of the financial statements in accordance with the standards set forth by the BCRA require the Bank 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 periods being reported. Final income/loss may differ from such estimates.


		- 14 -

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 411,800 and 256,900 as of June 30, 2013 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, 2013 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 increased in 11,782 and 8,940, respectively. By contrast, the effect of the application of the professional accounting standards on the income statement for the periods ended June 30, 2013 and 2012 would have been 2,842 (income) and 12,662 (income), respectively.

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, 2013 and 2012, the Bank recorded 511,500 and 442,700, respectively, in the Income tax caption as the estimate of the income tax charge payable to the tax authorities for the relevant fiscal years.

As of June 30, 2013 and the end of the previous fiscal year, the Bank has booked 311,973 and 408,136, respectively, in the caption Other liabilities – Other – Accrued Taxes as a result of having netted the income tax withholdings and other 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, 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 set up an allowance for the net balance between the deferred tax assets and liabilities.

As of June 30, 2013 and the end of the previous fiscal year, the Bank recorded under Other Receivables (in the line Tax Prepayments) a taxable deferred asset amounting 411,800 and 256,900, respectively. Such amounts are made up as follows:


	06-30-2013			12-31-2012

Deferred tax assets		527,400			453,500
Deferred tax liabilities		(115,600	)		(196,600	)


Net deferred assets		411,800			256,900
Allowance		(411,800	)		(256,900	)


		- 15 -

4.2.

Tax on minimum presumed income

Tax on minimum presumed income (TOMPI) was established by Law No. 25,063 in the year ended December 31, 1998, for a ten-year term. On December 19, 2008 Law No. 26,426 established a one-year extension in TOMPI until December 30, 2009. In turn, Law No. 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 be 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, 2013 and 2012, the Income tax assessed was higher than the TOMPI. Therefore, a provision was raised for Income tax.

4.3.

Other tax issues

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 No. 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 No. 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 No. 1, to procure a judgment ascertaining


		- 16 -

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 No. 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 No. 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 No. 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 as well as its legal and tax advisors estimate that the Bank has made a reasonable interpretation of currently applicable rules and regulations concerning the fiscal periods objected to by the Tax Bureau of the City of Buenos Aires and do 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.

On December 23, 2011, the Tax Bureau of the City of Buenos Aires (AGIP) passed its Resolution No. 3088-DGR-2011 and notified the Bank of the commencement of a sua sponte tax assessment thereunder alleging presumptive differences owed to the Tax Bureau in the payment of turnover tax for the fiscal years 2004 through 2010. On January 27, 2012, BBVA Francés filed its defense with the Tax Bureau.

Afterwards, on December 28, 2012, the Bank was notified of Resolution No. 3253-DRG-2012 whereby the Tax Bureau of the City of Buenos Aires proceeded with a sua sponte assessment based on facts concerning the taxable basis for purposes of turnover tax for the fiscal years 2004 through 2010.

On February 4, 2013, the Bank lodged an appeal for reconsideration against Resolution No. 3253-DRG-2012 moving for the annulment of the tax adjustments contained in the sua sponte tax assessment and for an immediate order to archive the case file.

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:


		06-30-2013		12-31-2012

a)	INVESTMENTS IN OTHER COMPANIES

	In controlled companies – supplementary activities		88,184		82,921
	In other non-controlled companies – unlisted		23,848		20,045
	In non-controlled companies – supplementary activities		18,177		17,057

	Total		130,209		120,023


		- 17 -


		06-30-2013		12-31-2012

b)	OTHER RECEIVABLES

	Tax prepayments (1)		420,932		271,226
	Guarantee deposits		414,770		290,105
	Loans to personnel		188,062		188,260
	Miscellaneous receivables		173,432		155,070
	Prepayments		147,383		163,937
	Other		2,916		4,124

	Total		1,347,495		1,072,722

(1)	As of June 30, 2013 and the end of the previous fiscal year, it includes the deferred tax asset for 411,800 and 256,900, respectively (see note 4.1.).


c)	OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS

	Accounts payable for consumption	887,507	757,046
	Other withholdings and collections at source	352,762	418,158
	Collections and other operations for the account of third parties	278,139	258,616
	Money orders payable	176,149	197,243
	Social security payment orders pending settlement	64,983	7,547
	Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (BICE)	56,773	46,520
	Pending Banelco debit transactions	32,420	105,288
	Loans received from Interamerican Development Bank (IDB)	5,289	8,204
	Other	19,581	82,511

	Total	1,873,603	1,881,133


d)	OTHER LIABILITIES

	Accrued taxes	450,296	517,121
	Miscellaneous payables	435,390	467,344
	Accrued salaries and payroll taxes	275,361	301,854
	Amounts collected in advance	110,601	73,173
	Other	855	933

	Total	1,272,503	1,360,425


e)	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	43,694,596	41,951,890
	Items in safekeeping	21,227,979	20,087,305
	Checks not yet credited	2,714,470	2,756,890
	Collections items	468,214	495,183
	Checks drawn on the Bank pending clearing	401,716	515,628
	Other	156,101	111,934

	Total	68,663,076	65,918,830


		- 18 -


		06-30-2013		06-30-2012

f)	SERVICE CHARGE INCOME

	Commissions for hiring of insurances		154,648		119,054
	Commissions for loans and guaranties		70,535		36,690
	Rental of safe-deposit boxes		53,439		46,250
	Commissions for escrow		10,376		5,298
	Commissions for transportations of values		10,301		8,412
	Commissions for capital market transactions		9,237		2,446
	Commissions for salary payment		4,541		4,757
	Commissions for trust management		490		470
	Other		43,627		25,152

	Total		357,194		248,529


g)	SERVICE CHARGE EXPENSE

	Turn-over tax		101,487		65,055
	Insurance paid on lease transactions		23,871		16,742
	Other		9,409		10,547

	Total		134,767		92,344


h)	OTHER INCOME

	Deferred income tax (1)		154,900		125,100
	Interest on loans to personnel		13,938		12,997
	Related parties expenses recovery		11,900		8,403
	Income from the Credit Card Guarantee Fund		6,711		9,132
	Rent		1,125		1,118
	Gain from the sale of premises and equipment and other assets		106		41,558
	Other		25,196		4,990

	Total		213,876		203,298

(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 No. 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.


		- 19 -

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 No. 25,246.

The Bank and its legal advisors have concluded that the analysis of the transactions involved has been made in compliance with applicable legal regulations and that no Suspicious Transaction Report (“ROS”, for its Spanish acronym) has proven necessary. For such reason, the Bank does not expect any adverse financial impacts in this respect.

7.	RESTRICTIONS ON ASSETS

As of June 30, 2013 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 119,343 in peso-denominated fixed rate Argentine Central Bank Bills and 131,081 in bonds issued by the Argentine Government maturing in 2014, respectively, 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 36,515 and 37,122, respectively, in bonds issued by the Argentine Government maturing in 2014, and 8,169 in peso-denominated fixed rate Argentine Central Bank Bills as of June 30, 2013, to secure loans arranged under the Credit Global Program given by the Interamerican Development Bank (IDB).

The Bank appropriated 140,930 and 139,895, 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 793,047 and 652,822, respectively, as security for activities related to credit card operations, automated clearing houses, non-deliverable forwards and lawsuits.

8.	TRANSACTIONS WITH SUBSIDIARIES AND PARENT COMPANIES (ART. 33 OF LAW No. 19,550)

The balances as of June 30, 2013 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	2013		2012		2013		2012		2013		2012

BBVA		22,531		38,153		38,604		27,174		32,689		103,742
BBVA Francés Valores Sociedad de Bolsa S.A		—,—		—,—		3,080		2,066		8,742		5,355
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		1		1		45,192		416		63,267		61,582
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		203		234		21,329		27,987		42,895		25,293
BBVA Consolidar Seguros S.A.		15,266		14,380		15,253		25,898		—,—		—,—
PSA Finance Argentina Cía. Financiera S.A.		938,388		899,724		606		7,860		336,712		272,500
Rombo Cía. Financiera S.A.		815,246		735,300		7,815		1,623		418,425		330,725

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


		- 20 -

9.	BANK DEPOSITS GUARANTEE INSURANCE SYSTEM

The Bank is included in the Deposit Guarantee System established by Law 24,485, Regulatory Decrees No. 540/95, No. 1,292/96 and 1,127/98 and Communication “A” 2337 and BCRA’s complementary regulations.

Such law provided for the creation of the Company Seguros de Depósitos Sociedad Anónima (SEDESA) for purposes of managing the Deposit Guarantee Fund (DGF), whose shareholders, in accordance with the changes introduced by Decree No. 1,292/96, shall be the BCRA with one share as a minimum and the trustees of the trust created by the financial institutions in the proportion to be determined for each by the BCRA according to their contributions to the DGF.

That Company was incorporated in August 1995 and the Bank has a 10.2394% 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 No. 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, 2013 and the end of the previous fiscal year, the assets of Diagonal Trust amount to 2,405 and 2,409, respectively, considering its recoverable value.

The Bank recorded the selected assets on account of the redemptions in kind of the Fideicomiso Corp Banca participation certificates for 4,177 and 4,176 as of June 30, 2013 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 113,418 and 105,824 as of June 30, 2013 and the end of the previous fiscal year, respectively, consist of cash, creditors’ rights, real estate and shares.


		- 21 -

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 Corporate Bonds with ordinary guarantee, or such guarantees as may be decided by the Bank, and unsecured Subordinated Corporate Bonds, 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 Corporate Bonds 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 (or the equivalent thereof in other currencies). The Program was approved by CNV Resolution No. 14,967 dated November 29, 2004.

The Global Program was amended according to the resolutions adopted by the Ordinary and Extraordinary Stockholders’ Meeting held on April 26, 2007; extended for 5 (five) years by resolution adopted by the Ordinary and Extraordinary Stockholders’ Meetings held on March 28, 2008 and on April 9, 2013 (approved by the CNV by Resolutions No. 16,010 and No. 17,127 dated November 6, 2008 and July 11, 2013, respectively); and the maximum amount of the issuance was successively increased from US$ 300,000,000 to US$ 500,000,000 and from US$ 500,000,000 to US$ 750,000,000 by resolution adopted by the Ordinary and Extraordinary Stockholders’ Meetings held on March 30, 2011 and March 26, 2012, respectively.

On June 23, 2011, the Bank 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 provided for in the Corporate Bonds Law and the BCRA regulations, the proceeds obtained from the issuance of the above-mentioned Class were applied to the grant of personal loans.

On November 9, 2011, the Bank 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 provided for in the Corporate Bonds Law and the BCRA regulations, the proceeds obtained from the issuance of the above-mentioned Class were applied to the reimbursement of time deposits.

On April 18, 2012, the Bank approved the issuance of Class 3 of its Corporate Bonds under the Program for a principal amount not in excess of $ 300,000,000. On September 7, 2012, placement of such Class 3 Corporate Bonds was declared vacant.

As of June 30, 2013 and the end of the previous fiscal year, the outstanding principal and accrued interest amounts to 154,568 (in connection with Class 2 of the Corporate Bonds) and 341,395 (in connection with Class 1 and 2 of the Corporate Bonds), respectively.

On December 11, 2012, the Bank approved the issuance of Class 4 of its Corporate Bonds under the Program for a principal amount of up to $ 200,000,000. On May 9, 2013 the Bank decided to increase the maximum amount of the issuance up to $ 300,000,000. On July 31, 2013, the Bank issued its Corporate Bonds, which were fully subscribed and paid in for 250,000 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 3.69% per annum, with quarterly interest payments.

12.

DERIVATIVE FINANCIAL INSTRUMENTS

Transactions as of June 30, 2013:

Interest rate swaps for 1,157,827 (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 65,000 (Badlar versus Fixed Rate), maturing within a period not exceeding 2 years for which the Bank pays a fixed amount and receives a variable amount in accordance with changes in the Badlar rate.


		- 22 -

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating the amount of 12,584 as income for the period.

The estimated fair value of said instruments amounts to 15,297 (Asset). For fair 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 1,222,827.

Interest rate swap for 45,891 (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.

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 45,891.

Non-deliverable forward purchase and sale transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 4,743,535 and 3,906,529, 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 56,944 as income for the period.

Forward sales due to BCRA Bills and Notes repurchase agreements for 950,800 and due to Government securities for 20,920, 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 31,898 as income for the period.

Forward purchases due to BCRA Bills reverse repurchase agreements for 43,887, 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 749 as loss for the period.

II.

Transactions as of December 31, 2012:

Interest rate swaps for 1,062,151 (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.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating the amount of 18,845 as income for the fiscal year.


		- 23 -

The estimated fair value of said instruments amounts to 11,654 (Asset). For fair 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 1,062,151.

Interest rate swap for 49,006 (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.

As of the end of the fiscal year the above transaction was recorded under “Memorandum Accounts – Debit Accounts – Derivatives – Interest rate SWAP” for 49,006.

Non-deliverable forward purchase and sale transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 3,452,819 and 2,865,678, 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 58,806 as income for the fiscal year.

The Bank does not carry balances from transactions involving options outstanding as of December 31, 2012. However, the transactions conducted as of December 31, 2012 have generated the amount of 255 as income for the fiscal year.

The Bank does not carry any balances associated to repos or reverse repos in force at December 31, 2012. However, the transactions conducted at December 31, 2012 have yielded a 68,782 income and a 1,485 loss, respectively, at the end of 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, 2013 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, 2013 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 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 BCRA, Cedears, ADRS and shares in mutual funds in safekeeping in the amount of 1,408,171 and 1,461,374, respectively, all of which making up the Fund’s portfolio and booked in “Memorandum Accounts – Debit Accounts – Control – Other”.


		- 24 -

The Investment Funds’ equities are as follows:


	EQUITIES AS OF
INVESTMENT FUND	06-30-2013		12-31-2012
FBA Acciones Globales		43,730		53,791
FBA Total		20,531		19,087
FBA Renta		20,571		19,944
FBA Renta Pesos		1,192,900		1,497,666
FBA Renta Dólares		6,514		6,205
FBA Bonos Latinoamericanos		24,469		18,505
FBA Calificado		76,261		83,006
FBA Internacional		2,329		947
FBA Ahorro Dólares		15,365		14,745
FBA Renta Fija		19,331		20,456
FBA Ahorro Pesos		499,579		444,287
FBA Renta Premium		10,688		10,805
FBA Europa (*)		881		6,732
FBA Horizonte		33,723		31,008
FBA EEUU (*)		3,022		19,801
FBA Renta Corto Plazo		416		471
FBA Acciones Latinoamericanas		30,425		24,116
FBA Bonos Argentina		5,187		7,648
FBA Brasil (*)		4,324		25,131
FBA México		—,—		92
FBA Commodities		—,—		66
FBA Acciones Argentinas		279		265
FBA Bonos Globales		93		88

Total		2,010,618		2,304,862

(*)

On March 27, 2013 and April 29, 2103, BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión (“the Managing Company”) decided to start the process of liquidation of these Investment Funds pursuant to CNV Resolution No. 617/13. On July 18, the Managing Company filed the documentation required by the CNV for it to authorize payment to the shareholders in the mutual funds. As of the date of issuance of these financial statements, the Managing Company has not been notified of said authorization by the CNV.

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.


		- 25 -

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, 2013:


COMPUTABLE COMPLIANCE IN PESOS

Special Guarantee Accounts			217,504
BCRA Checking Account			3,610,000
Special social security accounts			58,294
Franchises			99,616

TOTAL			3,985,414


COMPUTABLE COMPLIANCE IN US DOLLARS (Stated in thousands of pesos)

Special Guarantee Accounts			21,840
BCRA Checking Account			2,703,696

TOTAL			2,725,536


COMPUTABLE COMPLIANCE IN EUROS (Stated in thousands of pesos)

BCRA Checking Account			45,911

TOTAL			45,911

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:


	06-30-13		12-31-12		06-30-12		12-31-11

a) Cash and due from banks		8,066,398		8,594,068		6,354,126		6,344,061

b) Government securities		72,312		100,301		39,533		77,873

c) Loans to financial sectors, call granted maturity date less than three months as from the end of each period or fiscal year		579,735		426,619		269,038		245,693

CASH AND CASH EQUIVALENTS		8,718,445		9,120,988		6,662,697		6,667,627

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.


		- 26 -

17.

SUBSEQUENT EVENTS AT THE END OF PERIOD

On July 10, 2013, BBVA Francés and Consultatio S.A. undersigned a preliminary bill of sale whereby the Bank agrees to acquire 23 out of the 33 floors in a building to be constructed by Consultatio S.A. to accommodate the new corporate head office of BBVA Francés. This building, designed under environmental and sustainability standards and with care for the environment in mind will be located in Leandro N. Alem No. 815, in the City of Buenos Aires.

The investment, approximately of Pesos 1.2 billion, contemplates a schedule of payments associated to progress payment certificates. The estimated date of delivery is March 2016.

To secure performance of its obligations, Consultatio S.A. agreed to (i) set up a guarantee trust over the undivided 70% of the property where the building will be erected on behalf of BBVA Francés and (ii) raise a first mortgage over 100% of the property and all its appurtenances on behalf of BBVA Francés.

18.

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.

19.

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.


		- 27 -

EXHIBIT A

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


			Holding
Description	ID Caja de Valores		Market value or present value		Book balance as of 06-30-2013		Book balance as of 12-31-2012		Position without options		Final position

GOVERNMENT SECURITIES

Government securities at fair value

Local
In pesos
Secured Bonds due 2020		2423				855,559				855,559		855,559
Federal Government Bonds in Pesos Badlar + 275 pb due 2014 (1)		5439				234,747				234,747		234,747
Secured Bonds due 2018		2405				101,315				108,078		108,078
Federal Government Bonds in Pesos Badlar + 300 pb due 2015		5441				20,920				—,—		—,—
Other						3,933				3,933		3,933

Subtotal in pesos						1,216,474		1,829,927		1,202,317		1,202,317


In foreign currency
Federal Government Bonds in US Dollars 7% 2017		5436				10,340				10,340		10,340
Other						2,783				2,783		2,783

Subtotal in foreign currency						13,123		—,—		13,123		13,123

Subtotal Government securities at fair value						1,229,597		1,829,927		1,215,440		1,215,440


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.


		- 28 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


			Holding
Description	ID Caja de Valores		Market value or present value	Book balance as of 06-30-2013		Book balance as of 12-31-2012		Position without options		Final position

Instruments issued by the BCRA

BCRA Bills
At fair value
Argentine Central Bank Internal Bills due 08-14-13		46304			196,762				196,762		196,762
Argentine Central Bank Internal Bills due 07-17-13		46285			158,707				149,259		149,259
Argentine Central Bank Internal Bills due 07-10-13		46524			39,957				69,865		69,865
Argentine Central Bank Internal Bills due 07-03-13		46522			37,965				29,980		29,980

Subtotal at fair value					433,391		15,614		445,866		445,866

Repurchase transactions
Argentine Central Bank Internal Bills due 01-28-15		46291			649,030				—,—		—,—
Argentine Central Bank Internal Bills due 07-10-13		46524			79,754				—,—		—,—
Argentine Central Bank Internal Bills due 05-14-14		46530			61,806				—,—		—,—
Argentine Central Bank Internal Bills due 07-03-13		46522			49,967				—,—		—,—
Other					26,667				—,—		—,—

Subtotal repurchase transactions					867,224		—,—		—,—		—,—


At amortized cost
Argentine Central Bank Internal Bills due 10-09-13		46305			462,190				462,190		462,190
Argentine Central Bank Internal Bills due 11-27-13		46258			282,393				282,393		282,393
Argentine Central Bank Internal Bills due 09-04-13		46263			273,397				273,397		273,397
Argentine Central Bank Internal Bills due 12-04-13		46528			186,974				186,974		186,974
Argentine Central Bank Internal Bills due 08-21-13		46272			166,877				166,877		166,877
Argentine Central Bank Internal Bills due 01-22-14		46294			111,192				111,192		111,192
Argentine Central Bank Internal Bills due 09-11-13		46289			97,055				97,055		97,055
Argentine Central Bank Internal Bills due 12-11-13		46271			93,959				93,959		93,959
Argentine Central Bank Internal Bills due 01-29-14		46529			91,041				91,041		91,041

Subtotal at amortized cost					1,765,078		2,186,062		1,765,078		1,765,078

BCRA Notes
Repurchase transactions
Argentine Central Bank Notes – In Pesos – Variable Badlar coupon due 07-24-13		46202			83,576				—,—		—,—

Subtotal repurchase transactions					83,576		—,—		—,—		—,—



Subtotal instruments issued by the BCRA					3,149,269		2,201,676		2,210,944		2,210,944

TOTAL GOVERNMENT SECURITIES					4,379,030		4,031,767		3,426,548		3,426,548


		- 29 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


			Holding
Description	ID Caja de Valores		Market value	Book balance as of 06-30-2013		Book balance as of 12-31-2012		Position without options		Final position

INVESTMENTS IN LISTED PRIVATE SECURITIES

Other debt instruments
Local
In foreign currency

Petrobrás Energía Corporate Bonds		40668			64				64		64

Subtotal in foreign currency					64		119		64		64


Subtotal Other debt instruments					64		119		64		64


Other Equity instruments
From abroad
In foreign currency

Silicon Graphics Inc.		6003			48				48		48
Other					27				27		27

Subtotal in foreign currency					75		68		75		75


Subtotal Equity instruments					75		68		75		75


TOTAL INVESTMENTS IN LISTED PRIVATE SECURITIES					139		187		139		139


TOTAL GOVERNMENT AND PRIVATE SECURITIES					4,379,169		4,031,954		3,426,687		3,426,687


		- 30 -

EXHIBIT B

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012

COMMERCIAL PORTFOLIO

Normal performance		18,812,963		17,118,627

Preferred collaterals and counter guaranties “A”		706,464		493,035
Preferred collaterals and counter guaranties “B”		484,129		355,321
Without senior security or counter guaranties		17,622,370		16,270,271

With special follow-up		10,338		9,700
Under observation

Without senior security or counter guaranties		10,338		9,700

With high risk of uncollectibility		31,040		13,814

Preferred collaterals and counter guaranties “B”		791		525
Without senior security or counter guaranties		30,249		13,289

Uncollectible		2,285		3,234

Without senior security or counter guaranties		2,285		3,234

Total		18,856,626		17,145,375


		- 31 -

EXHIBIT B

(Contd.)

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012

CONSUMER AND HOUSING PORTFOLIO

Normal performance		14,096,768		12,402,711

Preferred collaterals and counter guaranties “A”		23,010		17,663
Preferred collaterals and counter guaranties “B”		1,408,380		1,301,807
Without senior security or counter guaranties		12,665,378		11,083,241

Low risk		145,246		126,751

Preferred collaterals and counter guaranties “A”		—,—		273
Preferred collaterals and counter guaranties “B”		20,097		20,947
Without senior security or counter guaranties		125,149		105,531

Medium risk		110,860		85,765

Preferred collaterals and counter guaranties “B”		7,297		5,575
Without senior security or counter guaranties		103,563		80,190

High risk		62,861		49,172

Preferred collaterals and counter guaranties “B”		16,774		11,616
Without senior security or counter guaranties		46,087		37,556

Uncollectible		13,861		9,759

Preferred collaterals and counter guaranties “B”		6,292		2,888
Without senior security or counter guaranties		7,569		6,871

Uncollectible, classified as such under regulatory requirements		151		112

Preferred collaterals and counter guaranties “B”		5		—,—
Without senior security or counter guaranties		146		112

Total		14,429,747		12,674,270

General Total (1)		33,286,373		29,819,645

(1)

Items included: Loans (before allowances); Other receivables from financial transactions: Unlisted corporate bonds and Other receivables covered by debtor classification regulations; Receivables from financial leases (before allowances); 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.


		- 32 -

EXHIBIT C

FINANCING FACILITIES CONCENTRATION

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013					12-31-2012
Number of clients	Outstanding balance		% of total portfolio			Outstanding balance		% of total portfolio

10 largest clients		4,276,266		12.85	%		4,220,748		14.15	%

50 next largest clients		5,522,095		16.59	%		5,201,932		17.44	%

100 following clients		3,327,374		10.00	%		2,887,288		9.68	%

Remaining clients		20,160,638		60.56	%		17,509,677		58.73	%

Total (1)		33,286,373		100.00	%		29,819,645		100.00	%

(1)	See (1) in Exhibit B.


		- 33 -

EXHIBIT D

BREAKDOWN BY FINANCING TERMS AS OF JUNE 30, 2013

(Translation of financial statements originally issued in Spanish - See note 19)

- 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		—,—		13,928		—,—		—,—		2,778		11,110		47,034		74,850

Financial sector		—,—		797,885		228,052		287,728		471,936		541,203		122,230		2,449,034

Non financial private sector and residents abroad		71,929		13,357,052		3,214,120		2,526,381		3,224,739		3,402,885		4,965,383		30,762,489

TOTAL		71,929		14,168,865		3,442,172		2,814,109		3,699,453		3,955,198		5,134,647		33,286,373	(1)

(1)	See (1) in Exhibit B.


		- 34 -

EXHIBIT E

DETAIL OF INVESTMENTS IN OTHER COMPANIES

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- 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		06-30-2013		12-31-2012		Main business	Period / Fiscal year end	Capital stock		Stockholders’ equity		Income/ (Loss) for the period / fiscal year

	FINANCIAL INSTITUTIONS, SUPPLEMENTARY AND AUTHORIZED

	Controlled

	Local																	thousands of pesos

33642192049	BBVA Francés Valores Sociedad de Bolsa S.A.	Common		500$		1		12,396		16,308		15,328	Stockholder	06-30-2013		6,390		16,814		1,011
30663323926	Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	Common		1$		1		35,425,947		7,704		8,973	Pensions fund manager	06-30-2013		65,739		14,296		(4,956	)

30707847367	PSA Finance Arg. Cía Financiera S.A.	Common		1,000$		1		26,089		135,898		109,736	Financial institution	06-30-2013		52,178		271,796		52,324

30548590163	BBVA Francés Administradora de Inversiones S.A.Sociedad Gerente de Fondos Comunes de Inversión	Common		1$		1		230,398		64,172		58,620	Investment Fund Manager	06-30-2013		243		67,549		5,844

		Subtotal controlled								224,082		192,657

	Non controlled

	Local

33707124909	Rombo Cía. Financiera S.A.	Common		1,000$		1		24,000		123,486		97,268	Financial Institution	06-30-2013		60,000		308,714		65,543
30598910045	Visa Argentina S.A.	Common		1$		1		1,630,496		6,667		6,667	Services to companies	05-31-2012		15,000		231,208		169,876
30604796357	Banelco S.A.	Common		1$		1		2,574,907		7,662		7,179	Information services	12-31-2012		23,599		62,631		25,777
30690783521	Interbanking S.A.	Common		1$		1		149,556		3,571		2,931	Services	12-31-2012		1,346		116,312		89,931
	Other									277		280

30710156561	Banco Lat. de Comercio Exterior S.A.	Common B		33$		1		20,221		1,355		1,238	Banking institution	12-31-2012		1,376,746		4,064,026		457,466

		Subtotal noncontrolled								143,018		115,563

		Total in financial institutions, supplementary and authorized								367,100		308,220

	IN OTHER COMPANIES

	Non controlled

	Local

30500064230	BBVA Consolidar Seguros S.A.	Common		1$		1		1,301,847		23,780		19,983	Insurance	06-30-2013		10,651		194,595		54,534

	Foreign

	Other									68		62

		Subtotal non controlled								23,848		20,045

		Total in other companies								23,848		20,045

		Total investments in other companies								390,948		328,265


		- 35 -

EXHIBIT F

MOVEMENT OF PREMISES AND EQUIPMENT AND OTHER ASSETS

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2013 AND

THE FISCAL YEAR ENDED DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


Description	Net book value at beginning of fiscal year		Additions		Transfers			Decreases		Depreciation for the period				Net book value at 06-30-2013		Net book value at 12-31-2012
Description	Net book value at beginning of fiscal year		Additions		Transfers			Decreases		Years of useful life		Amount		Net book value at 06-30-2013		Net book value at 12-31-2012

PREMISES AND EQUIPMENT

Real Estate		372,262		149		244			—,—		50		11,165		361,490		372,262
Furniture and Facilities		160,032		17,478		(1,577	)		—,—		10		10,876		165,057		160,032
Machinery and Equipment		84,864		24,550		1,577			1,859		5		24,403		84,729		84,864
Automobiles		2,283		872		(1	)		—,—		5		413		2,741		2,283

Total		619,441		43,049		243			1,859				46,857		614,017		619,441


OTHER ASSETS

Construction in progress		—,—		40,408		(244	)		262		—,—		—,—		39,902		—,—
Advances to suppliers of goods		4,356		4,683		—,—			999		—,—		—,—		8,040		4,356
Works of Art		992		—,—		—,—			—,—		—,—		—,—		992		992
Leased assets		2,342		—,—		—,—			—,—		50		24		2,318		2,342
Property taken as security for loans		1,912		1,281		1			53		50		35		3,106		1,912
Stationery and office supplies		8,244		20,207		—,—			19,988		—,—		—,—		8,463		8,244
Other		8,448		673		—,—			—,—		50		94		9,027		8,448

Total		26,294		67,252		(243	)		21,302				153		71,848		26,294


		- 36 -

EXHIBIT G

MOVEMENT OF INTANGIBLE ASSETS FOR SIX MONTH PERIOD

ENDED JUNE 30, 2013 AND THE FISCAL YEAR ENDED DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


Description	Net book value at beginning of fiscal year		Additions		Amortization for the period				Net book value at 06-30-2013		Net book value at 12-31-2012
Description	Net book value at beginning of fiscal year		Additions		Years of useful life		Amount		Net book value at 06-30-2013		Net book value at 12-31-2012

Organization and development expenses (1)		117,193		19,623		1 & 5		23,244		113,572		117,193

Organization and development non-deductible expenses		—,—		16,850		—,—		16,850		—,—		—,—

Total		117,193		36,473				40,094		113,572		117,193

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


		- 37 -

EXHIBIT H

CONCENTRATION OF DEPOSITS

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	06-30-2013					12-31-2012
Number of clients	Outstanding balance		% of total portfolio			Outstanding balance		% of total portfolio

10 largest clients		3,162,312		8.57	%		3,870,418		11.33	%

50 next largest clients		4,006,127		10.86	%		3,195,171		9.35	%

100 following clients		2,575,754		6.98	%		2,148,515		6.29	%

Remaining clients		27,157,502		73.59	%		24,956,938		73.03	%

TOTAL		36,901,695		100.00	%		34,171,042		100.00	%


		- 38 -

EXHIBIT I

BREAKDOWN OF MATURITY TERMS OF DEPOSITS,

OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS AND

SUBORDINATED CORPORATE BONDS

AS OF JUNE 30, 2013

(Translation of financial statements originally issued in Spanish - See note 19)

- 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		32,969,617		3,206,169		526,548		198,869		432		60		36,901,695


Other liabilities from financial transactions

Argentine Central Bank		64,679		—,—		—,—		—,—		—,—		—,—		64,679

Banks and International Institutions		—,—		108,276		—,—		—,—		—,—		—,—		108,276

Unsubordinated corporate bonds		154,568		—,—		—,—		—,—		—,—		—,—		154,568

Financing received from Argentine financial institutions		31,790		—,—		—,—		—,—		—,—		—,—		31,790

Other		1,863,309		890		1,253		2,741		2,681		2,729		1,873,603

Total		2,114,346		109,166		1,253		2,741		2,681		2,729		2,232,916



TOTAL		35,083,963		3,315,335		527,801		201,610		3,113		2,789		39,134,611


		- 39 -

EXHIBIT J

MOVEMENT OF ALLOWANCES FOR THE SIX MONTH PERIOD

ENDED JUNE 30, 2013 AND THE FISCAL YEAR ENDED DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


						Decreases				Book value
Description	Book value at beginning of fiscal year		Increases (5)			Reversals		Applications		06-30-2013		12-31-2012
DEDUCTED FROM ASSETS
Government securities
– For impairment value		188		3	(4)		—,—		—,—		191		188

Loans
– Allowance for doubtful loans		497,041		199,895	(1)		—,—		113,146		583,790		497,041

Other receivables from financial transactions
– Allowance for doubtful receivables and impairment		950		—,—	(1)		32		—,—		918		950

Receivables from financial leases
– Allowance for doubtful receivables and impairment		12,400		3,727	(1)		—,—		786		15,341		12,400

Other receivables
– Allowance for doubtful receivables (2)		293,320		158,398			34		29		451,655		293,320

Total		803,899		362,023			66		113,961		1,051,895		803,899


LIABILITIES-ALLOWANCES

– Contingents commitments (1)		480		178			—,—		—,—		658		480

– Other contingencies		556,937		65,421	(3)		4,550		15,480		602,328		556,937

Total		557,417		65,599			4,550		15,480		602,986		557,417

(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.q).

(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			3
– Loans			2,406
– Other receivables			568


		- 40 -

EXHIBIT K

CAPITAL STRUCTURE AS OF JUNE 30, 2013

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -

SHARES

CAPITAL STOCK

Votes per
share

Issued

Pending
issuance or
distribution

Paid in

Class

Quantity

Outstanding

In portfolio

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.).


		- 41 -

EXHIBIT L

FOREIGN CURRENCY BALANCES AS OF

JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos


Accounts	06-30-2013														12-31-2012
			Total of the period (per type of currency)
	Total of the period		Euro		US Dollars		Pounds Sterling		Swiss Franc		Yen		Other		Total of the fiscal year
ASSETS

Cash and due from banks		3,073,420		95,609		2,958,899		5,280		3,381		134		10,117		2,010,639
Government and private securities		13,262		—,—		13,262		—,—		—,—		—,—		—,—		187
Loans		1,816,267		—,—		1,816,267		—,—		—,—		—,—		—,—		2,510,234
Other receivables from financial transactions		71,168		21,088		48,712		—,—		456		815		97		22,827
Receivables from financial leases		282		—,—		282		—,—		—,—		—,—		—,—		389
Investments in other companies		1,423		—,—		1,423		—,—		—,—		—,—		—,—		1,300
Other receivables		280,184		207		279,977		—,—		—,—		—,—		—,—		244,654
Suspense items		1,688		—,—		1,688		—,—		—,—		—,—		—,—		634

TOTAL		5,257,694		116,904		5,120,510		5,280		3,837		949		10,214		4,790,864

LIABILITIES

Deposits		3,267,722		53,200		3,214,552		—,—		—,—		—,—		—,—		3,514,335
Other liabilities from financial transactions		622,584		41,430		571,859		3,351		3,341		637		1,966		686,905
Other liabilities		38,567		259		38,308		—,—		—,—		—,—		—,—		67,643
Suspense items		60		1		59		—,—		—,—		—,—		—,—		869

TOTAL		3,928,933		94,890		3,824,748		3,351		3,341		637		1,966		4,269,752

MEMORANDUM ACCOUNTS

Debit accounts (except contra debit accounts)
Contingent		1,172,139		115,726		1,056,413		—,—		—,—		—,—		—,—		1,014,040
Control		17,625,573		141,938		17,452,082		—,—		487		—,—		31,066		15,796,995

TOTAL		18,797,712		257,664		18,508,495		—,—		487		—,—		31,066		16,811,035

Credit accounts (except contra credit accounts)
Contingent		264,262		21,799		242,374		89		—,—		—,—		—,—		217,488
Control		66,573		9,135		57,438		—,—		—,—		—,—		—,—		189,468

TOTAL		330,835		30,934		299,812		89		—,—		—,—		—,—		406,956


		- 42 -

EXHIBIT N

ASSISTANCE TO RELATED CLIENTS AND AFFILIATES

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19)

- Stated in thousands of pesos -


	Status
Concept	Normal		With special follow-up / Low risk		With problems / Medium risk				With high risk of uncollectibility / High risk				Uncollectible		Classified uncollectible as such under regulatory requirements		Total (1)
Concept	Normal		With special follow-up / Low risk		Not yet matured		Past-due		Not yet matured		Past-due		Uncollectible				06-30-2013		12-31-2012

1. Loans		1,752,904		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,752,904		1,646,770

– Overdraft		1,546		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,546		5,177

Without senior security or counter guaranty		1,546		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,546		5,177

– Discounted Instruments		1,643		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,643		—,—

Without senior security or counter guaranty		1,643		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,643		—,—

– Real Estate Mortgage and Collateral Loans		2,432		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,432		954

Other collaterals and counter guaranty “B”		2,432		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,432		954

– Consumer		2,849		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,849		1,268

Without senior security or counter guaranty		2,849		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,849		1,268

– Credit Cards		2,242		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,242		1,879

Without senior security or counter guaranty		2,242		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,242		1,879

– Other		1,742,192		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,742,192		1,637,492

Without senior security or counter guaranty		1,742,192		—,—		—,—		—,—		—,—		—,—		—,—		—,—		1,742,192		1,637,492

2. Other receivables from financial transactions		26,833		—,—		—,—		—,—		—,—		—,—		—,—		—,—		26,833		22,356

3. Receivables from financial leases and other		151		—,—		—,—		—,—		—,—		—,—		—,—		—,—		151		86

4. Contingent commitments		84,866		—,—		—,—		—,—		—,—		—,—		—,—		—,—		84,866		91,702

5. Investments in other companies and private securities		369,850		—,—		—,—		—,—		—,—		—,—		—,—		—,—		369,850		310,028

Total		2,234,604		—,—		—,—		—,—		—,—		—,—		—,—		—,—		2,234,604		2,070,942

Total Allowances		17,587		—,—		—,—		—,—		—,—		—,—		—,—		—,—		17,587		16,652

(1)	Maximum amount granted to related clients during June 2013 and December 2012, respectively, according to BCRA rules.


		- 43 -

EXHIBIT O

FINANCIAL DERIVATIVES INSTRUMENTS

AS OF JUNE 30, 2013

(Translation of financial statements originally issued in Spanish - See note 19)

- 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		20		12		44		1,222,827

Swaps	Interest rate hedge	—	Upon expiration of differences	Residentes in Argentina – Non-financial sector		122		76		13		45,891

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	MAE		5		3		1		6,196,222

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	ROFEX		5		2		1		2,453,842

Repo transactions	Financial transactions – own account	Other	Upon expiration of differences	Residents in Argentina – Financial sector		1		1		1		994,687

Repo transactions	Financial transactions – own account	Federal Government Bonds	Upon expiration of differences	Residents in Argentina – Financial sector		1		1		1		20,920

TOTAL												10,934,389


		- 44 -

CONSOLIDATED BALANCE SHEETS AS OF

JUNE 30, 2013 AND DECEMBER 31, 2012

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
ASSETS:
A. CASH AND DUE FROM BANKS:
Cash		1,547,771		1,879,436
Due from banks and correspondents		6,544,953		6,735,453

Argentine Central Bank (BCRA)		6,441,318		6,597,330
Other local		788		746
Foreign		102,847		137,377

		8,092,724		8,614,889

B. GOVERNMENT AND PRIVATE SECURITIES (Note 7.a):
Holdings booked at fair value		1,232,001		1,832,079
Holdings booked at amortized cost		164		164
Instruments issued by the BCRA		3,149,269		2,201,676
Investments in listed private securities		45,319		68,115

Less: Allowances		191		188

		4,426,562		4,101,846

C. LOANS:
To government sector (Exhibit 1)		74,850		35,067
To financial sector (Exhibit 1)		1,545,330		1,493,493

Interfinancial – (Call granted)		242,000		162,000
Other financing to local financial institutions		1,065,356		1,127,298
Interest and listed-price differences accrued and pending collection		237,974		204,195

To non financial private sector and residents abroad (Exhibit 1)		30,589,468		27,488,728

Overdraft		6,126,895		5,097,179
Discounted instruments		4,249,685		4,240,993
Real estate mortgage		1,008,506		877,775
Collateral Loans		3,027,994		2,479,398
Consumer		5,380,992		4,772,798
Credit cards		5,459,976		4,729,243
Other		4,984,929		4,921,690
Interest and listed-price differences accrued and pending collection		427,483		443,065
Less: Interest documented together with main obligation		76,992		73,413

Less: Allowances		618,891		523,857

		31,590,757		28,493,431

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		550,751		537,997
Amounts receivable for spot and forward sales to be settled		1,039,333		931
Instruments to be received for spot and forward purchases to be settled		98,935		18
Unlisted corporate bonds (Exhibit 1)		2,994		15,973
Non-deliverable forward transactions balances to be settled		25,475		8,834
Other receivables not covered by debtor classification regulations		—,—		404
Other receivables covered by debtor classification regulations (Exhibit 1) (Note 7.b)		167,401		140,218

Less: Allowances		4,151		3,450

		1,880,738		700,925

E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibit 1)		1,357,840		1,108,152
Interest accrued pending collection (Exhibit 1)		19,342		15,316

Less: Allowances		16,711		13,234

		1,360,471		1,110,234

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions		124,841		98,506
Other (Note 7.c)		52,426		47,495

		177,267		146,001

G. OTHER RECEIVABLES:
Other (Note 7.d)		1,421,662		1,135,000
Other interest accrued and pending collection		8,121		6,114

Less: Allowances		465,890		306,529

		963,893		834,585

H. PREMISES AND EQUIPMENT:		614,651		619,981

I. OTHER ASSETS:		79,471		34,095

J. INTANGIBLE ASSETS:
Organization and development expenses		113,708		117,331

		113,708		117,331

K. SUSPENSE ITEMS:		7,936		10,811

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

TOTAL ASSETS:		49,308,628		44,784,579


		- 45 -

(Contd.)

CONSOLIDATED BALANCE SHEETS AS OF

JUNE 30, 2013 AND DECEMBER 31, 2012

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
LIABILITIES:

M. DEPOSITS:
Government sector		1,313,723		2,122,608
Financial sector		36,562		18,787
Non financial private sector and residents abroad		35,525,678		32,023,658

Checking accounts		9,223,998		8,791,731
Savings deposits		10,900,141		9,803,777
Time deposits		14,490,405		12,653,990
Investments accounts		5,420		6,929
Other		738,099		639,281
Interest and listed-price differences accrued payable		167,615		127,950

		36,875,963		34,165,053

N. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank		64,679		51,936

Other		64,679		51,936

Banks and International Institutions		107,704		262,770
Unsubordinated corporate bonds		633,133		649,993
Amounts payable for spot and forward purchases to be settled		72,167		18
Instruments to be delivered for spot and forward sales to be settled		1,091,301		926
Financing received from Argentine financial institutions		525,133		344,683

Interfinancial (call received)		30,000		20,000
Other financings from local financial institutions		495,110		324,655
Interest accrued payable		23		28
Non-deliverable forward transactions balances to be settled		1,431		928
Other (Note 7.f)		1,970,389		1,939,689
Interest and listed-price differences accrued payable		50,526		34,180

		4,516,463		3,285,123

O. OTHER LIABILITIES:
Fees payable		739		103
Other (Note 7.g)		1,331,763		1,419,077

		1,332,502		1,419,180

P. ALLOWANCES:		692,209		644,962

Q. SUSPENSE ITEMS:		16,506		20,007

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

TOTAL LIABILITIES:		43,433,980		39,534,662

S. MINORITY INTEREST IN SUBSIDIARIES (Note 4):		143,097		117,981

STOCKHOLDERS’ EQUITY:		5,731,551		5,131,936

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		49,308,628		44,784,579


		- 46 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		33,530		43,950
– Guaranties received		9,802,488		7,759,627
– Contra contingent debit accounts		1,333,028		896,169

		11,169,046		8,699,746

Control
– Receivables classified as irrecoverable		401,254		371,935
– Other (Note 7.i)		68,674,111		65,927,867
– Contra control debit accounts		1,141,761		1,642,287

		70,217,126		67,942,089

Derivatives
– “Notional” amount of non-deliverable forward transactions		4,743,535		3,452,819
– Interest rate SWAP		1,114,127		878,657
– Contra debit derivatives accounts		3,906,529		2,865,678

		9,764,191		7,197,154

For trustee activities
– Funds in trust		6,582		6,585

		6,582		6,585

TOTAL		91,156,945		83,845,574

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibit 1)		717,565		322,959
– Guaranties provided to the BCRA		119,356		131,094
– Other guaranties given covered by debtor classification regulations (Exhibit 1)		216,626		188,521
– Other guaranties given non covered by debtor classification regulations		185,676		177,080
– Other covered by debtor classification regulations (Exhibit 1)		93,805		76,515
– Contra contingent credit accounts		9,836,018		7,803,577

		11,169,046		8,699,746

Control
– Items to be credited		1,026,732		1,404,173
– Other		115,029		238,114
– Contra control credit accounts		69,075,365		66,299,802

		70,217,126		67,942,089

Derivatives
– “Notional” amount of non-deliverable forward transactions		3,906,529		2,865,678
– Contra credit derivatives accounts		5,857,662		4,331,476

		9,764,191		7,197,154

For trustee activities
– Contra credit accounts for trustee activities		6,582		6,585

		6,582		6,585

TOTAL		91,156,945		83,845,574

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.


		- 47 -

CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		06-30-2012
A. FINANCIAL INCOME

Interest on cash and due from banks		54		—,—
Interest on loans to the financial sector		143,631		119,591
Interest on overdraft		543,010		302,564
Interest on discounted instruments		334,284		249,268
Interest on real estate mortgage		72,946		58,741
Interest on collateral loans		270,607		177,841
Interest on credit card loans		431,473		297,492
Interest on other loans		994,552		753,128
Interest from other receivables from financial transactions		18,932		18,074
Interest on financial leases		106,289		76,931
Income from secured loans – Decree 1387/01		2,632		2,612
Net income from government and private securities		149,085		309,320
Net income from options		—,—		255
Indexation by CER		66,936		65,296
Gold and foreign currency exchange difference		138,769		93,989
Other		134,209		131,850

		3,407,409		2,656,952

B. FINANCIAL EXPENSE

Interest on savings deposits		6,599		5,527
Interest on time deposits		970,316		716,888
Interest on interfinancial financing (call received)		1,499		1,443
Interest on other financing from financial institutions		42,990		19,147
Interest on other liabilities from financial transactions		65,328		56,010
Other interest		2,978		3,763
Indexation by CER		56		90
Contribution to the deposit guaranty fund		29,940		25,687
Other		220,865		126,497

		1,340,571		955,052

GROSS INTERMEDIATION MARGIN – GAIN		2,066,838		1,701,900

C. ALLOWANCES FOR LOAN LOSSES		208,633		77,315

D. SERVICE CHARGE INCOME

Related to lending transactions		636,550		424,036
Related to liability transactions		528,740		430,227
Other commissions		57,334		52,797
Other (Note 7.j)		357,191		248,512

		1,579,815		1,155,572

E. SERVICE CHARGE EXPENSE

Commissions		281,309		202,551
Other (Note 7.k)		146,064		97,861

		427,373		300,412


		- 48 -

(Contd.)

CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013			06-30-2012

F. ADMINISTRATIVE EXPENSES

Payroll expenses		1,076,116			840,882
Fees to Bank Directors and Supervisory Committee		1,767			1,151
Other professional fees		28,017			21,512
Advertising and publicity		83,726			53,808
Taxes		146,464			107,337
Fixed assets depreciation		46,914			37,911
Organizational expenses amortization		23,262			18,360
Other operating expenses		253,902			192,894
Other		201,709			145,205

		1,861,877			1,419,060


NET GAIN FROM FINANCIAL TRANSACTIONS		1,148,770			1,060,685

RESULTS OF MINORITY INTEREST IN SUBSIDIARIES		(25,116	)		(16,230	)

G. OTHER INCOME

Income from long-term investments		40,556			29,329
Punitive interests		6,534			4,171
Loans recovered and reversals of allowances		42,670			34,426
Other (Note 7.l)		209,278			200,610

		299,038			268,536

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		25			22
Charge for uncollectibility of other receivables and other allowances		228,774			234,865
Amortization of difference arising from judicial resolutions		16,850			8,150
Depreciation and losses from miscellaneous assets		153			206
Other		28,837			33,170

		274,639			276,413


NET GAIN BEFORE INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		1,148,053			1,036,578

I. INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		548,438			465,207

NET INCOME FOR THE PERIOD		599,615			571,371

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.


		- 49 -

CONSOLIDATED STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2013 AND 2012

(ART. 33 OF LAW No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013			06-30-2012
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		9,048,450	(1)		6,618,270	(1)
Cash and cash equivalents at the end of the period		8,648,049	(1)		6,615,720	(1)

Net decrease in cash and cash equivalents		(400,401	)		(2,550	)

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
– Government and private securities		(203,368	)		29,914
– Loans		82,879			1,347,087

to financial sector		131,442			(84,985	)
to non-financial public sector		(36,736	)		16,474
to non-financial private sector and residents abroad		(11,827	)		1,415,598
– Other receivables from financial transactions		(19,259	)		(13,575	)
– Receivables from financial leases		(250,237	)		(5,984	)
– Deposits		1,452,099			(7,686	)

to financial sector		17,775			10,328
to non-financial public sector		(809,981	)		254,700
to non-financial private sector and residents abroad		2,244,305			(272,714	)
– Other liabilities from financial transactions		61,529			(357,478	)

Financing from financial or interfinancial sector (call received)		10,000			(109,200	)
Others (except liabilities included in Financing Activities)		51,529			(248,278	)
Collections related to service charge income		1,575,512			1,153,171
Payments related to service charge expense		(422,494	)		(300,172	)
Administrative expenses paid		(1,817,979	)		(1,421,065	)
Organizational and development expenses paid		(15,704	)		(14,492	)
Net collections from punitive interest		5,764			3,667
Differences from judicial resolutions paid		(16,850	)		(8,150	)
Collections of dividends from other companies		11,467			7,090
Other collections related to other income and expenses		255,982			220,847

Net cash flows provided by operating activities		699,341			633,174

Investment activities

Net payments from premises and equipment		(41,341	)		(20,752	)
Net payments from other assets		(45,772	)		(1,438	)
Collections from sales of ownership interests in other companies		—,—			15,174
Other payments from investment activities		(332,650	)		(352,219	)

Net cash flows used in investment activities		(419,763	)		(359,235	)


Financing activities

Net collections / (payments) from:
– Unsubordinated corporate bonds		(16,860	)		329,700
– Argentine Central Bank		12,652			474

Other		12,652			474
– Banks and international agencies		(155,066	)		108,145
– Financing received from local financial institutions		170,455			(51,280	)
Other payments from financing activities		(691,214	)		(663,528	)

Net cash flows used in financing activities		(680,033	)		(276,489	)


Financial results and results from holdings of cash and cash equivalents (including interest)		54			—,—

Net decrease in cash and cash equivalents		(400,401	)		(2,550	)

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


		- 50 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

WITH SUBSIDIARIES AS OF JUNE 30, 2013, PRESENTED IN COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2012, AND THE STATEMENTS OF INCOME AND CASH AND CASH EQUIVALENTS FLOW AS OF JUNE 30, 2012

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 19 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 No. 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, 2013 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, 2013 and 2012, as per the following detail:

•

As of June 30, 2013:

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, 2013 and 2012.

With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) for the fiscal year ended June 30, 2013 and 2012.

•

As of December 31, 2012:

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, 2012.

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, 2013 and 2012.

Interests in subsidiaries as of June 30, 2013 and the end of the previous fiscal year are listed below:


	Shares						Interest percentage in
	Type		Quantity				Total Capital				Possible Votes
Companies			06-30-2013		12-31-2012		06-30-2013		12-31-2012		06-30-2013		12-31-2012

BBVA Francés Valores Soc. de Bolsa S.A.		Common		12,396		12,396		96.9953		96.9953		96.9953		96.9953
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

Total assets, liabilities and stockholders’ equity in accordance with the criteria defined in note 2 below, as of June 30, 2013 and the end of the previous fiscal year and net income balances for the six month periods ended June 30, 2013 and 2012, are listed below:


		- 51 -


	Assets				Liabilities				Stockholders’ Equity				Net income/ gain-(loss)
Companies	06-30-2013		12-31-2012		06-30-2013		12-31-2012		06-30-2013		12-31-2012		06-30-2013			06-30-2012

BBVA Francés Valores Soc. de Bolsa S.A.		20,017		19,583		3,203		3,780		16,814		15,803		1,011			1,151

Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)		105,414		106,381		91,118		89,731		14,296		16,650		(2,354	)		(1,038	)

PSA Finance Argentina Cía Financiera S.A.		2,407,523		1,924,231		2,135,727		1,704,759		271,796		219,472		52,324			33,563

BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		73,339		66,619		5,790		4,914		67,549		61,705		5,844			4,114

Aplica Soluciones Argentinas S.A. (en liquidación)		—,—		—,—		—,—		—,—		—,—		—,—		—,—			(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 (SSN) 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 SSN.

Arising from the application of the accounting standards laid down by BCRA 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 10,467 and 10,636 as of June 30, 2013 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 No. 26,425- Dissolution and liquidation of Consolidar A.F.J.P. S.A.:

Law No. 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). 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.


		- 52 -

Besides, on October 29, 2009, ANSES issued its Resolution No. 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 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 (IGJ)

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 IGJ 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 No. 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.

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 No. 7, case file No. 40,437/2010. The complaint was ratified by BBVA Francés in its capacity as 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. On November 23, 2012, the Court handed down a resolution demanding the production of evidence within a term of forty days. On May 13, 2013, the Court hearing in the case ordered that evidence be produced. The Company is providing depositions, documentary evidence and expert witnesses’ reports. On May 28, 2013, the Company furnished the Court with the briefs and depositions of its witnesses.

4.	MINORITY INTEREST IN SUBSIDIARIES

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


	06-30-2013		12-31-2012
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		6,592		7,677
BBVA Francés Valores Sociedad de Bolsa S.A.		506		475
PSA Finance Argentina Cía Financiera S.A.		135,898		109,736
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		101		93

Total		143,097		117,981


		- 53 -

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 as of June 30, 2013 and the end of the previous fiscal year. 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.

6.	STATEMENT OF CASH AND CASH EQUIVALENTS FLOW


	06-30-2013		12-31-2012		06-30-2012		12-31-2011

a) Cash and due from banks		8,091,833		8,613,997		6,363,238		6,353,428

b) Goverment securities		74,716		102,453		41,482		85,342

c) Loans to financial sectors, call granted maturity date less than three months as from the end of each period or fiscal year		481,500		332,000		211,000		179,500


CASH AND CASH EQUIVALENTS		8,648,049		9,048,450		6,615,720		6,618,270

7.	BREAKDOWN OF MAIN ITEMS

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


	06-30-2013		12-31-2012

a) GOVERNMENT AND PRIVATE SECURITIES

* Holdings booked at fair value

Secured Bonds due in 2020		855,559		932,463
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014		234,747		731,702
Secured Bonds due in 2018		101,315		151,422
Federal Government Bonds in Pesos Badlar + 300 bp due in 2015		20,920		—,—
Federal Government Bonds in US dollars 7% 2017		10,340		—,—
Discount Bonds in pesos		—,—		10,560
Other		9,120		5,932

Total		1,232,001		1,832,079


		- 54 -


	06-30-2013			12-31-2012

* Holdings booked at amortized cost

Other		164			164

Total		164			164


* Instruments issued by the BCRA

BCRA Bills (LEBAC)		3,065,693			2,201,676
BCRA Notes (NOBAC)		83,576			—,—

Total		3,149,269			2,201,676


* Investments in listed private securities

FBA Ahorro Pesos Investment Fund		33,854			55,329
FBA Renta Pesos Investment Fund		10,446			4,583
HF Pesos Plus – Clase I Investment Fund		—,—			6,751
Other		1,019			1,452

Total		45,319			68,115

– Allowances		(191	)		(188	)

Total		4,426,562			4,101,846


b) OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS – Other receivables covered by debtor classification regulations

Fees receivable		143,680			122,346
Other		23,721			17,872

Total		167,401			140,218


c) INVESTMENTS IN OTHER COMPANIES – Other

In companies-supplementary activities		28,578			27,450
In other companies – unlisted		23,848			20,045

Total		52,426			47,495


		- 55 -


	06-30-2013		12-31-2012

d) OTHER RECEIVABLES – Other

Tax prepayments		424,086		272,860
Guarantee deposits		414,770		290,105
Miscellaneous receivables		239,705		211,222
Loans to personnel		188,062		188,260
Prepayments		147,447		163,941
Other		7,592		8,612

Total		1,421,662		1,135,000


e) OTHER SUBSIDIARIES’ ASSETS

Other related to pension fund management business		450		450

Total		450		450


f) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS – Other

Accounts payable for consumption		887,507		757,046
Other withholdings and collections at source		352,818		418,198
Collections and other operations for the account of third parties		278,139		258,616
Money orders payable		176,149		197,243
Social security payment orders pending settlement		64,983		7,547
Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (BICE)		56,773		46,520
Pending Banelco debit transactions		32,420		105,288
Loans received from Interamerican Development Bank (IDB)		5,289		8,204
Other		116,311		141,027

Total		1,970,389		1,939,689


g) OTHER LIABILITIES – Other

Accrued taxes		493,569		562,448
Miscellaneous payables		447,257		476,876
Accrued salaries and payroll taxes		278,567		304,845
Amounts collected in advance		110,601		73,173
Other		1,769		1,735

Total		1,331,763		1,419,077


h) OTHER SUBSIDIARIES’ LIABILITIES

Other related pension fund management business		337		337

Total		337		337


		- 56 -


	06-30-2013		12-31-2012

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		43,694,596		41,951,890
Items in safekeeping		21,239,014		20,096,342
Checks not yet credited		2,714,470		2,756,890
Collections items		468,214		495,183
Checks drawn on the Bank pending clearing		401,716		515,628
Other		156,101		111,934

Total		68,674,111		65,927,867


	06-30-2013		06-30-2012

j) SERVICE CHARGE INCOME – Other

Commissions for hiring of insurances		154,648		119,054
Commissions for loans and guaranties		70,535		36,690
Rental of safe-deposit boxes		53,436		46,247
Commissions for escrow		10,376		5,298
Commissions for transportations of values		10,301		8,412
Commissions for capital market transactions		9,237		2,446
Commissions for salary payment		4,541		4,757
Commissions for trust management		490		470
Other		43,627		25,138

Total		357,191		248,512


k) SERVICE CHARGE EXPENSE – Other

Turn-over tax		112,735		70,524
Insurance paid on lease transactions		23,871		16,742
Other		9,458		10,595

Total		146,064		97,861


l) OTHER INCOME – Other

Deferred income tax (1)		154,900		125,100
Interest on loans to personnel		13,938		12,997
Related parties expenses recovery		11,900		8,403
Income from the Credit Card Guarantee Fund		6,711		9,132
Rent		691		1,118
Gain from the sale of premises and equipment and other assets		106		41,558
Other		21,032		2,302

Total		209,278		200,610

(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.


		- 57 -

EXHIBIT 1

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012

COMMERCIAL PORTFOLIO

Normal performance		17,940,488		16,291,376


Preferred collaterals and counter guaranties “A”		706,464		493,035
Other collaterals and counter guaranties “B”		498,427		367,656
Without senior security or counter guaranties		16,735,597		15,430,685

With special follow-up		10,338		9,700

Under to an observation
Without senior security or counter guaranties		10,338		9,700

With high risk of uncollectibility		31,040		13,814


Other collaterals and counter guaranties “B”		791		525
Without senior security or counter guaranties		30,249		13,289

Uncollectible		2,285		3,234


Without senior security or counter guaranties		2,285		3,234

Total		17,984,151		16,318,124


		- 58 -

EXHIBIT 1

(Contd.)

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF JUNE 30, 2013 AND DECEMBER 31, 2012

(Translation of financial statements originally issued in Spanish - See note 19 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	06-30-2013		12-31-2012

CONSUMER AND HOUSING PORTFOLIO

Normal performance		16,377,559		14,220,071

Preferred collaterals and counter guaranties “A”		23,010		17,663
Other collaterals and counter guaranties “B”		3,449,769		2,973,466
Without senior security or counter guaranties		12,904,780		11,228,942

Low risk		189,571		168,524

Preferred collaterals and counter guaranties “A”		—,—		273
Other collaterals and counter guaranties “B”		60,924		59,976
Without senior security or counter guaranties		128,647		108,275

Medium risk		126,115		97,866

Other collaterals and counter guaranties “B”		21,267		16,776
Without senior security or counter guaranties		104,848		81,090

High risk		80,299		63,049

Other collaterals and counter guaranties “B”		32,376		23,852
Without senior security or counter guaranties		47,923		39,197

Uncollectible		27,306		17,145

Other collaterals and counter guaranties “B”		17,675		8,877
Without senior security or counter guaranties		9,631		8,268

Uncollectible, classified as such under regulatory requirements		220		163

Other collaterals and counter guaranties “B”		23		50
Without senior security or counter guaranties		197		113

Total		16,801,070		14,566,818

General Total (1)		34,785,221		30,884,942

(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 interim financial statements of BBVA BANCO FRANCÉS S.A. (“BBVA Francés” or the “Bank”), which comprise the balance sheet as of June 30, 2013 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 19 (notes 2 and 4 describe a summary of significant accounting policies), and supplemental Exhibits “A” through “L”, “N” and “O”; and

the accompanying 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, 2013 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 (note 2 describe a summary of significant accounting policies) and the supplemental Exhibit 1.

The interim financial statements and certain related supplemental information detailed in paragraphs a) and b) above, are presented for comparative purposes with the financial statements (both stand-alone and the consolidated financial statements) and supplemental information for the year ended December 31, 2012 and for the six-month period ended June 30, 2012.

The Bank is responsible for the preparation and fair presentation of such financial statements in conformity with applicable accounting standards. It is 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 interim 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 conducted in accordance with standards set forth by Technical Pronouncement N° 7 of the Argentine Federation of Professional Councils in Economic Sciences 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, 2013, 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 interim stand-alone and 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 Argentine professional accounting standards 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, we are in position to report that:

the interim 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.

Our Independent Auditors’ Report on the financial statements for the year ended December 31, 2012, whose figures are presented for comparative proposes and relate to those included in the financial statements corresponding to such fiscal year, was issued on February 7, 2013 and was qualified due to certain departures from Argentine professional accounting standards, 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 interim financial statements for the six-month period ended June 30, 2012, whose figures are presented for comparative proposes and relate to those included in the financial statements corresponding to such interim period, was issued on August 9, 2012, including an observation originated in certain departures from Argentine professional accounting standards, 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 19 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 Argentine professional accounting standards. The effects of the differences between the accounting standards of B.C.R.A. and the Argentine professional accounting standards, 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 8, 2013.

ROXANA M. FIASCHE

Partner

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