Edgar Filing: BBVA BANCO FRANCES SA

BBVA French Bank S.A.

Date: May 18, 2012

/s/ Ignacio Sanz y Arcelus

Ignacio Sanz y Arcelus

Chief Financial Officer

FORM 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

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

of the Securities Exchange Act of 1934

For the month of May, 2012

Commission File Number: 001-12568

BBVA FRENCH BANK S.A.

(Translation of registrant’s name into English)

Reconquista 199, 1006

Buenos Aires, Argentina

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

	Form 20-F	X	Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

	Yes		No	X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

	Yes		No	X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

	Yes		No	X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

BBVA French Bank S.A.

TABLE OF CONTENTS


Item

1.		Financial Statements as of March 31, 2012 together with Independent Auditors´ Limited Review Report

LOGO

FINANCIAL STATEMENTS AS OF MARCH 31, 2012 TOGETHER WITH INDEPENDENT AUDITORS´ LIMITED REVIEW REPORT.


		- 1 -

BALANCE SHEETS AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

-Stated in thousands of pesos-


ASSETS:	03-31-2012		12-31-2011

A. CASH AND DUE FROM BANKS:
Cash		2,141,941		2,515,857
Due from banks and correspondents		4,539,045		3,828,204

Argentine Central Bank (BCRA)		4,434,884		3,647,455
Other local		1,809		2,341
Foreign		102,352		178,408

		6,680,986		6,344,061

B. GOVERNMENT AND PRIVATE SECURITIES:
Holdings booked at fair value (Exhibit A)		1,778,587		2,081,049
Holdings booked at amortized cost (Exhibit A)		164		164
Instruments issued by the BCRA (Exhibit A)		3,966,280		3,447,972
Investments in listed private securities (Exhibit A)		148		154
Less: Allowances (Exhibit J)		186		184

		5,744,993		5,529,155

C. LOANS:
To government sector (Exhibits B, C and D)		39,314		46,027
To financial sector (Exhibits B, C and D)		1,949,294		1,933,850

Interfinancial – (Calls granted)		--,--		49,000
Other financing to local financial institutions		1,704,856		1,685,678
Interest and listed-price differences accrued and pending collection		244,438		199,172

To non financial private sector and residents abroad (Exhibits B, C and D)		21,076,693		20,646,892

Overdraft		3,419,991		2,881,498
Discounted instruments		3,090,667		3,412,091
Real estate mortgage		725,049		736,900
Collateral Loans		541,493		456,656
Consumer		3,951,200		3,761,599
Credit cards		3,501,314		3,448,437
Other (Note 5 a.)		5,614,394		5,736,983
Interest and listed-price differences accrued and pending collection		310,126		302,060
Less: Interest documented together with main obligation		77,541		89,332

Less: Allowances (Exhibit J)		459,570		426,817

		22,605,731		22,199,952

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		483,833		417,836
Amounts receivable for spot and forward sales to be settled		933,995		1,181,974
Instruments to be received for spot and forward purchases to be settled (Exhibit O)		122,389		187,057
Premiums for options bought		4,013		2,431
Unlisted corporate bonds (Exhibits B, C and D)		613		13,424
Non-deliverable forward transactions balances to be settled		19,929		34,249
Other receivables not covered by debtor classification regulations		--,--		6,198
Other receivables covered by debtor classification regulations (Exhibits B, C and D)		109,546		98,173
Less: Allowances (Exhibit J)		1,129		1,203

		1,673,189		1,940,139

E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibits B, C and D)		867,066		879,635
Interest accrued pending collection (Exhibits B, C and D)		14,390		12,070

Less: Allowances (Exhibit J)		12,366		11,944

		869,090		879,761

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions (Exhibit E)		141,752		127,761
Other (Note 5.b.) (Exhibit E)		104,748		130,692

		246,500		258,453

G. OTHER RECEIVABLES:
Other (Note 5.c.)		873,499		819,507
Other interest accrued and pending collection		1,276		1,820
Less: Allowances (Exhibit J)		216,337		136,984

		658,438		684,343

H. PREMISES AND EQUIPMENT (Exhibit F):		542,209		579,861

I. OTHER ASSETS (Exhibit F):		24,071		25,304

J. INTANGIBLE ASSETS (Exhibit G):
Organization and development expenses		88,553		80,911

		88,553		80,911

K. SUSPENSE ITEMS:		6,790		6,354

TOTAL ASSETS:		39,140,550		38,528,294


		- 2 -

(Contd.)

BALANCE SHEETS AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

-Stated in thousands of pesos-


LIABILITIES:	03-31-2012		12-31-2011

L. DEPOSITS (Exhibits H and I):
Government sector		1,330,854		1,141,024
Financial sector		32,063		43,882
Non financial private sector and residents abroad		28,393,017		28,100,010


Checking accounts		6,744,702		6,385,198
Savings deposits		9,455,499		9,507,743
Time deposits		11,285,195		11,308,785
Investments accounts		177,891		219,366
Other		587,490		553,286
Interest and listed-price differences accrued payable		142,240		125,632

		29,755,934		29,284,916


M. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (Exhibit I)		17,259		18,450


Other		17,259		18,450

Banks and International Institutions (Exhibit I)		504,083		563,338
Unsubordinated corporate bonds (Exhibit I)		334,093		185,193
Amounts payable for spot and forward purchases to be settled		74,647		187,166
Instruments to be delivered for spot and forward sales to be settled (Exhibit O)		997,622		1,181,355
Premiums for options written		1,296		779
Financing received from Argentine financial institutions (Exhibit I)		27,745		112,044


Interfinancial – (Calls granted)		26,200		110,200
Other financing from local financial institutions		1,533		1,507
Interest accrued payable		12		337
Non-deliverable forward transactions balances to be settled		1,718		6,565
Other (note 5.d.) (Exhibit I)		1,752,239		1,630,498
Interest and listed-price differences accrued payable (Exhibit I)		11,284		4,239

		3,721,986		3,889,627


N. OTHER LIABILITIES:
Other (note 5.e.)		1,135,112		1,044,690

		1,135,112		1,044,690


O. ALLOWANCES (Exhibit J):		403,359		394,665


P. SUSPENSE ITEMS:		15,384		46,139


TOTAL LIABILITIES:		35,031,775		34,660,037


STOCKHOLDERS’ EQUITY: (as per the related statements of changes in stockholders’ equity)		4,108,775		3,868,257


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		39,140,550		38,528,294


		- 3 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 20)

-Stated in thousands of pesos-


	03-31-2012		12-31-2011
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		9,800		--,--
– Guaranties received		3,847,579		4,030,311
– Contra contingent debit accounts		642,007		500,747

		4,499,386		4,531,058


Control
– Receivables classified as irrecoverable		301,890		313,667
– Other (note 5.f.)		67,717,598		55,122,590
– Contra control debit accounts		915,594		1,000,226

		68,935,082		56,436,483


Derivatives (Exhibit O)
– “Notional” amount of call options bought		31,262		30,032
– “Notional” amount of non-deliverable forward transactions		4,397,934		3,588,570
– Interest rate SWAP		684,779		661,836
– Contra derivatives debit accounts		3,986,624		3,453,746

		9,100,599		7,734,184


For trustee activities
– Funds in trust		6,583		7,117

		6,583		7,117

TOTAL		82,541,650		68,708,842

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibits B, C and D)		16,773		21,996
– Guaranties provided to the BCRA		132,765		134,235
– Other guaranties given covered by debtor classification regulations (Exhibits B, C and D)		345,161		175,081
– Other guaranties given non covered by debtor classification regulations		83,458		70,649
– Other covered by debtor classification regulations (Exhibits B, C and D)		63,850		98,786
– Contra contingent credit accounts		3,857,379		4,030,311

		4,499,386		4,531,058


Control
– Items to be credited		812,574		720,011
– Other		103,020		280,215
– Contra control credit accounts		68,019,488		55,436,257

		68,935,082		56,436,483


Derivatives (Exhibit O)
– “Notional” amount of call options written		35,883		34,505
– “Notional” amount of non-deliverable forward transactions		3,950,741		3,419,241
– Contra derivatives credit accounts		5,113,975		4,280,438

		9,100,599		7,734,184


For trustee activities
– Contra credit accounts for trustee activities		6,583		7,117

		6,583		7,117

TOTAL		82,541,650		68,708,842

The accompanying notes 1 through 20 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 THREE MONTH PERIODS

ENDED MARCH 31, 2012 AND 2011

(Translation of financial statements originally issued in Spanish – See note 20)

- Stated in thousands of pesos -


	03-31-2012		03-31-2011
A. FINANCIAL INCOME

Interest on loans to the financial sector		93,738		39,305
Interest on overdraft		152,690		83,936
Interest on discounted instruments		134,566		55,995
Interest on real estate mortgage		30,337		29,817
Interest on collateral loans		29,354		8,809
Interest on credit card loans		140,697		76,178
Interest on other loans		360,177		213,644
Interest on other receivables from financial transactions		9,777		5,165
Interest on financial leases		36,602		23,833
Income from secured loans - Decree 1387/01		1,014		12,211
Net income from government and private securities		147,516		121,092
Net income from options		1,021		639
Indexation by benchmark stabilization coefficient (CER)		32,144		8,872
Gold and foreign currency exchange difference		43,654		45,532
Other		54,173		20,641

		1,267,460		745,669


B. FINANCIAL EXPENSE

Interest on savings deposits		2,866		1,902
Interest on time deposits		397,568		196,113
Interest on interfinancial financing (calls received)		1,141		310
Interest on other financing of financial institutions		---,--		2
Interest on other liabilities from financial transactions		19,034		1,322
Other interest		3,273		1,592
Indexation by CER		48		47
Contribution to the deposit guarantee fund		12,684		9,876
Other		55,947		33,164

		492,561		244,328

GROSS INTERMEDIATION MARGIN – GAIN		774,899		501,341

C. ALLOWANCES FOR LOAN LOSSES		55,786		38,523

D. SERVICE CHARGE INCOME

Related to lending transactions		162,110		116,950
Related to liability transactions		206,207		163,869
Other commissions		21,897		19,620
Other (note 5.g.)		119,676		87,451

		509,890		387,890


E. SERVICE CHARGE EXPENSE

Commissions		83,797		79,116
Other (note 5.h.)		45,800		29,837

		129,597		108,953


		- 5 -

(Contd.)

STATEMENTS OF INCOME FOR THE THREE MONTH PERIODS

ENDED MARCH 31, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


	03-31-2012		03-31-2011
F. ADMINISTRATIVE EXPENSES

Payroll expenses		406,347		316,195
Fees to Bank Directors and Supervisory Committee		523		161
Other professional fees		7,157		6,969
Advertising and publicity		25,172		24,073
Taxes		49,432		36,485
Fixed assets depreciation		18,389		15,013
Organizational expenses amortization		8,732		6,592
Other operating expenses		93,985		74,089
Other		70,550		46,668

		680,287		526,245


NET GAIN FROM FINANCIAL TRANSACTIONS		419,119		215,510

G. OTHER INCOME

Income from long-term investments		21,533		44,960
Punitive interests		1,681		833
Loans recovered and reversals of allowances		15,922		16,301
Other (note 5.i.)		133,878		36,469

		173,014		98,563

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		15		20
Charge for uncollectibility of other receivables and other allowances		94,195		34,140
Amortization of difference arising from judicial resolutions Depreciation and losses from miscellaneous assets		3,594 110		3,542 99
Other		8,901		5,390

		106,815		43,191


NET GAIN BEFORE INCOME TAX		485,318		270,882


I. INCOME TAX (note 4.1)		244,800		75,400


NET INCOME FOR THE PERIOD		240,518		195,482

The accompanying notes 1 through 20 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 THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

(Translation of financial statements originally issued in Spanish – See note 20)

- Stated in thousands of pesos -


2012																2011

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

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

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

- Dividends paid in cash		--,--		--,--		--,--		--,--		--,--		--,--			--,--		(804,000	)
- Legal reserve		--,--		--,--		--,--		201,115		--,--		(201,115	)		--,--		--,--
- Voluntary reserve for future distributions of income		--,--		--,--		--,--		--,--		1,592,753		(1,592,753	)		--,--		--,--

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

4. Net income for the period		--,--		--,--		--,--		--,--		--,--		240,518			240,518		195,482


5. Balance at the end of the period		536,878		182,511		312,979		1,243,136		1,592,753		240,518			4,108,775		3,050,266

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

The accompanying notes 1 through 20 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

THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

(Translation of financial statements originally issued in Spanish - See note 20)

-Stated in thousands of pesos-


	03-31-2012			03-31-2011
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		6,667,627	(1)		5,835,595	(1)
Cash and cash equivalents at the end of the period		6,959,088	(1)		6,129,325	(1)

Net increase in cash and cash equivalents		291,461			293,730

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
-Government and private securities		(42,429)			(464,560)
-Loans		577,755			(559,283)

to financial sector		(41,024)			(162,689)
to non-financial public sector		7,762			(4,687)
to non-financial private sector and residents abroad		611,017			(391,907)
-Other receivables from financial transactions		(32,262)			38,296
-Receivables from financial leases		10,671			(65,969)
-Deposits		3,980			1,331,292

to financial sector		(11,819)			15,406
to non-financial public sector		194,303			285,194
to non-financial private sector and residents abroad		(178,504)			1,030,692
- Other liabilities from financial transactions		48,647			380,416

Financing from financial or interfinancial sector (calls received)		(84,000)			27,700
Others (except liabilities included in Financing Activities)		132,647			352,716
Collections related to service charge income		506,232			386,860
Payments related to service charge expense		(128,438)			(108,846)
Administrative expenses paid		(653,951)			(491,786)
Organizational and development expenses paid		(6,580)			(11,577)
Net collections from punitive interest		1,666			813
Differences from judicial resolutions paid		(3,594)			(3,542)
Collections of dividends from other companies		21			2,228
Other collections related to other income and expenses		138,859			42,618

Net cash flows provided by operating activities		420,577			476,960

Investment activities

Net collections / (payments) from premises and equipment		19,263			(17,544)
Net collections from other assets		1,123			206
Collections from sales of ownership interests in other companies		14,733			--,--
Other payments from investment activities		(46,008)			(47,264)

Net cash flows used in investment activities		(10,889)			(64,602)


Financing activities

Net collections from:
-Unsubordinated corporate bonds		148,900			--,--
-Argentine Central Bank		(960)			(140)

Other		(960)			(140)
-Banks and international agencies		(59,255)			52,674
-Financing received from local financial institutions		26			42
Other payments related to financing activities		(206,938)			(171,204)

Net cash flows used in financing activities		(118,227)			(118,628)



Net increase in cash and cash equivalents		291,461			293,730

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

The accompanying notes 1 through 20 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 MARCH 31, 2012, PRESENTED IN

COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2011, AND THE

STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS’ EQUITY AND CASH AND CASH

EQUIVALENTS FLOW AS OF MARCH 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

(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 240-branch network.

As from December, 1996, BBVA Francés is part of Banco Bilbao Vizcaya Argentaria S.A. (BBVA) global strategy, which controls the Bank, direct and indirectly, with 75.96% of the corporate stock as of March 31, 2012.

Part of the Bank’s corporate stock is publicly traded and has been registered with the Buenos Aires Stock Exchange, New York Stock Exchange and Madrid Stock Exchange.

1.2

Capital stock

Changes in the Bank’s capital stock during the last five fiscal years are as follows:


Date of
Stockholders’ Meeting deciding on the issuance	Registration with the Public Registry of Commerce	Form of placement	Amount		Total

Capital Stock as of December 31, 2007:						471,361

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

(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).

1.3

Sale of Consolidar Compañía de Seguros de Retiro S.A.

On March 31, 2011, a purchase and sale agreement was executed for the aggregate shares held by Consolidar Compañía de Seguros de Retiro S.A. (Consolidar Retiro) between BBVA Francés, holder of 66.21% of the capital stock, and Banco Bilbao Vizcaya Argentaria S.A., holder of 33.79% of the capital stock, in their capacities as selling shareholders, and Orígenes Compañía de Seguros de Retiro S.A., C.M.S. de Argentina S.A. and Grupo Dolphin Holding S.A., in their capacities as buying shareholders.

Pursuant to said agreement, a price was established for the shares, at 380,000, adjustable on the basis of the proceeds resulting from the sale of the interest held by Consolidar Retiro in the real estate for own use where it had its offices. The price was paid pro rata of the shareholding of each one of the sellers in Consolidar Retiro. In addition, the closing of the transaction was subject to the satisfactory fulfillment of


		- 9 -

certain conditions precedent, which included the authorization of the National Superintendence of Insurance (S.S.N.).

On May 13, 2011, the transaction was approved by the S.S.N., with the stock purchase agreement having been closed and the transfer of shares consummated on June 10, 2011.

1.4

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

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

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

1.5

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

As of March 31, 2012 and as of the end of the previous fiscal year, Inversora Otar S.A. (Otar) held in its name 50,410,182 book-entry, ordinary shares, with a par value of $1 each and right to 1 vote each in the capital stock of BBVA Francés.

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

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

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

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

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

The decisions adopted shall be subject to the approval of the competent authorities.

1.6

Responsibility of stockholders

BBVA Francés is a corporation established under the laws of the Argentine Republic, and the responsibility of its stockholders is limited to the value of the paid - in shares, in accordance with Law Nr. 19,550. As a result, in compliance with Law Nr. 25,738, it is hereby informed that neither the foreign capital majority stockholders nor the local or foreign stockholders will respond, in excess of the mentioned paid-in stockholding, for the liabilities arising out of the transactions performed by the financial institution.


		- 10 -

2.	SIGNIFICANT ACCOUNTING POLICIES

2.1

Restatement of the financial statements in equivalent purchasing power

The financial statements have been taken from the Bank’s books of account in conformity with the standards of the Argentine Central Bank (BCRA).

These financial statements recognize the effects of the changes in the purchasing power of the currency through February 28, 2003, following the restatement method established by Argentine Federation of Professional Council in Economic Sciences (FACPCE) Technical Pronouncement Nr. 6 (modified by Technical Pronouncement Nr. 19), using adjustment rates derived from the Internal Wholesale Price Index published by the National Institute of Statistics and Census (I.N.D.E.C.).

According to the above mentioned method, the accounting figures were restated due to the purchasing power changes through August 31, 1995. As from that date, based in the prevailing economic stability conditions and according to CNV General Resolution Nr. 272 and BCRA Communication “A” 2365, the accounting figures were not restated through December 31, 2001. In view of CNV General Resolution Nr. 415 and BCRA Communication “A” 3702, the method was reinstated effective as from January 1, 2002, considering the previous accounting figures as restated as of December 31, 2001.

By Communication “A” 3921 of the BCRA and General Resolution Nr. 441/03 of the CNV, in compliance with Decree 664/03 of the Federal Executive, application of the restatement method on financial statements in equivalent purchasing power has been suspended as from March 1, 2003. Accordingly, BBVA Francés applied the mentioned restatement until February 28, 2003.

2.2

Comparative information

In accordance with BCRA Communication “A” 4265, the Balance Sheet and the Exhibits that so specify include the comparative information as of December 31, 2011, while the Statements of Income, Changes in Stockholders’ Equity and Cash and cash equivalents flow show comparative information as of March 31, 2011.

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

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

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

2.3

Valuation methods

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

Foreign currency assets and liabilities:

As of March 31, 2012 and the end of the previous fiscal year, such amounts were translated into Pesos at the benchmark exchange rate of the BCRA as of the closing date of transactions on the last business day of the period or fiscal year. The exchange differences were charged to income (loss) for the period or fiscal year.

Government and private securities:

—

Holdings booked at fair value and instruments issued by the BCRA at fair value: they were valued based on current listed prices or the prevailing present value for each security as of March 31, 2012 and the end of the previous fiscal year. Differences in listed prices were credited/charged to income for the period or fiscal year.


		- 11 -

—

Holdings booked at amortized cost and instruments issued by the BCRA at amortized cost: as of March 31, 2012 and the end of the previous fiscal year, these were valued using the amount of initial recognition, rose on the basis of the interest accrued as per the internal rate of return.

—

Investments in listed private securities, equity and debt instruments: they were valued based on current listed prices as of March 31, 2012 and the end of the previous fiscal year. Differences in listed prices were charged to income for the period or fiscal year.

Loans to Government Sector:

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

As of March 31, 2012 and the end of the previous fiscal year, the secured loans were valued at the highest amount resulting from a comparison between the present value as estimated by BCRA and the book value in accordance with the provisions under BCRA’s Communication “A” 5180 . An amount has been added to said balancing account to match their book values to fair values.

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 March 31, 2012 and the end of the previous fiscal year, receivables and payables have been adjusted to the CER as follows:

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

Federal Government Secured Bonds due in 2020: have been adjusted under Resolution Nr. 539/2002 of the Ministry of Economy, which resolved that the CER business 5 (five) days prior to the maturity date of the related service will be considered for yield and repayment of the bonds.

Deposits and other assets and liabilities: have been adjusted considering the CER prevailing as of March 31, 2012 and the end of the previous fiscal year.

Allowance for loan losses and contingent commitments:

For loans, other receivables from financial transactions, receivables from financial leases, receivables from sale of property assets and contingent commitments: the allowances have been calculated based on the Bank’s estimated loan loss risk in light of debtor compliance and the collaterals supporting the respective transactions, as provided by Communication “A” 2950 and supplemented of the BCRA.

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

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

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

Amounts receivable and payable for spot and forward transactions pending settlement:

They were valued based on the prices agreed upon for each transaction, plus related premiums accrued as of March 31, 2012 and the end of the previous fiscal year.


		- 12 -

Unlisted Corporate Bonds:

They were valued at acquisition cost plus income accrued but not collected as of March 31, 2012 and the end of the previous fiscal year.

Receivables from financial leases:

As of March 31, 2012 and the end of the previous fiscal year, they were valued at the present value of the sum of the periodical instalments and the agreed-upon residual value, calculated as per the conditions agreed upon in the respective leases, applying the imputed interest rate thereto.

Investments in other companies:

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

•

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

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

•

Rombo Cía. Financiera S.A., Banelco S.A., Visa Argentina S.A. and Interbanking S.A.: were valued by applying the equity method at the end of the period or fiscal year.

•

Bladex S.A. : was valued at acquisition cost in foreign currency plus the nominal value of stock dividends received, converted into pesos based on the method described in 2.3.a).

•

Other: valued at acquisition cost, without exceeding their recoverable value.

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

•

BBVA Consolidar Seguros S.A.: was valued by applying the equity method at the end of the period or fiscal year.

•

Other: were valued at acquisition cost, without exceeding their recoverable value.

•

Consolidar ART (see note 1.4): was valued by applying the equity method at December 31, 2011.

Premises and equipment and Other assets:

They have been valued at acquisition cost plus increases from prior-year appraisal revaluations, restated as explained in note 2.1, less related accumulated depreciation calculated in proportion to the months of estimated useful life of items concerned (see Exhibit F).

Intangible assets:

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

This caption included the differences arising from compliance with court-ordered measures arising from cases challenging the current rules and regulations applicable to deposits with the financial system in the framework of the provisions of Law Nr. 25,561, Decree Nr. 214/02 and supplementary provisions. The assets mentioned (calculated on the basis of the nominal difference between the exchange rate freely determined in the market and applied to the value of the deposit recorded in the books at that date) was amortized within the 60 monthly installments starting in April 2003 in accordance with Communication “A” 3916 of the BCRA.


		- 13 -

As of March 31, 2012 and the end of the previous fiscal year these assets have been fully amortized, with the total accumulated amortization as of those dates amounting to 1,362,854 and 1,359,260, respectively.

The Bank, however, notifies that such amortization was solely calculated to comply with the regulations of the BCRA and that by no means does it imply a waiver to possible compensation or recovery of the exchange difference resulting from compliance with court orders corresponding to petitions for protection of civil rights or other court action derived from the mandatory conversion of bank deposits into pesos.

In the decision in re “Massa, Juan Agustín versus National Executive Branch - Decree 1570/ and others following petitions for protection of civil rights under Law No. 16,986” dated December 27, 2006, the Supreme Court of Justice of Argentina confirmed by the majority vote of its members the validity of the emergency legislation enacted from 2001 and until the date of that pronouncement; i.e., the Supreme Court accepted the re-denomination into Pesos of deposits as well as the calculation methodology for the reimbursement of the bank deposits subject to the emergency regime imposed by the Argentine Government which unconstitutionality was claimed in the case mentioned. This decision by the Supreme Court of Justice establishes a calculation modality different from the modality decreed by the Executive Branch, establishing in this particular case the following criteria: each depositor is entitled to receive from the banking institution a reimbursement of the amount deposited converted into Pesos a the US$1 = AR$ 1.40 exchange rate, adjusted by CER until the date of effective payment, plus compensatory interest at the annual, non compoundable 4% interest rate accruing as from the establishment of restrictions upon the availability of bank deposits or as from the date of maturity of the deposit if it was subsequent to February 28, 2002 subject to the monetary limit resulting from the decision handed down by the Court of Appeals, in so far as its judgment has not been appealed by the plaintiff. This criterion remains in a more recent judgment, “Kujarchuk versus the Argentine Executive Branch”, in which The Supreme Court of Justice lays down the methodology consisting in calculating the amount to be reimbursed in Pesified deposits in the event there had been partial reimbursements or deliveries through a comparison to the amounts withdrawn by the bank as a result of decisions handed down by a court or resulting from out-of-court arrangements. Those payments shall be deemed to be partial payments and that a deduction is to be performed out of the original deposit denominated in foreign currency of the percentage that, when converted into such currency, is represented by such payments converted into US Dollars at the exchange rate quoted in the floating foreign exchange market prevailing on each date. The amounts withdrawn on such concepts are to be consolidated and deducted according to the rules there established and always according to the guidelines of the Massa judgment. Come this instance, costs are borne in equal parts by the plaintiff and defendant and as regards previous instances, they are borne as decided by the Court of Appeals. Additionally, the Court has placed a cap on the amount pending reimbursement equivalent to the limit established by the Court of Appeals, and if applicable, the value in US Dollars of the original deposit.

As of March 31, 2012 and the end of the previous fiscal year, the Bank has estimated this contingency and it has raised allowances for the total amount.

The Bank’s Board of Directors expects that the Argentine State remedies the significant damage resulting from compliance with court-ordered measures on petitions for protection of civil rights and actions for relief, particularly due to the impact of differences in compensation or recovery as per the rulings in the abovementioned actions and according to the law in relation to the “pesification” of the underlying deposits. In this regard, the Bank has informed of such financial damages to the relevant authorities, with reservation of rights.

Derivative transactions (see note 12):

•

Interest rate swaps and Forward transactions:

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

Forward transactions receivable/payable in Pesos without delivery of the underlying asset are recorded for the amount receivable or payable, as appropriate, arising from the difference between the agreed exchange rate and the exchange rate at the end of the period or fiscal year as applied to stated notional amounts.


		- 14 -

•

Call options bought and written:

As of March 31, 2012 and the end of the previous fiscal year, these were valued based on their intrinsic value, which represents the difference between the market value of the underlying asset and the strike price. The exchange differences were charged to income (loss) for the period or fiscal year.

•

Repo and Reverse Repo transactions

As of March 31, 2012 and as of the end of the previous fiscal year, the repos whose underlying assets are not subject to the volatilities published by BCRA were valued as per the cost of each transaction and the repos whose underlying assets are subject to volatility were recorded at their quoted value. Accrued premiums were charged to income (loss) for the period or fiscal year.

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

As of March 31, 2012 and the end of the previous fiscal year, the variable income yielded by these investments, agreed for terms equal to or in excess of 180 days, was accrued on the basis of the change in the price of the assets or the indicators contained in the provision and the terms and conditions of the respective transactions were also considered. Any said change was restricted to a given range of contractually agreed values.

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 March 31, 2012 and the end of the previous fiscal year.

Allowance for other contingencies:

It includes the estimated amounts to meet contingencies of probable occurrence that, if occurred, would give rise to a loss for the Bank.

Stockholders’ equity accounts:

They are restated as explained in note 2.1, except for the “Capital Stock” and “Non capitalized contributions” accounts which have been kept at original value. The adjustment resulting from the restatement is included in the “Adjustment to Stockholders´ Equity – Adjustment to Capital Stock” account.

Statement of Income Accounts:

As of March 31, 2012 and 2011, accounts accruing monetary transactions [(financial income (expense), service charge income (expense), provision for loan losses, administrative expenses, etc.)] were computed on the basis of their monthly accrual at historical rates.

Accounts reflecting the effect on income resulting from the sale, write-off, or use of non-monetary assets were computed based on the value of such assets, as mentioned in note 2.1.

Income from investments in subsidiaries was computed based on such companies’ income adjusted as explained in note 2.1.

Earning per share:

As of March 31, 2012, the Bank calculated the earning per share on the basis of 536,877,850 ordinary shares of $1 par value each and as of March 31, 2011 on the basis of 536,361,306 ordinary shares of $ 1 par value each. The net income for each period on those dates is as follows:


		- 15 -


	03-31-2012	03-31-2011

Net income for the period	240,518	195,482
Earning per share for the three-month period – (stated in pesos)	0.45	0.36

Use of accounting estimates:

The preparation of the financial statements in accordance with the standards set forth by the BCRA require the Bank’s Board of Directors to use assumptions and estimates that affect certain assets such as allowances for doubtful loan and certain liabilities such as provisions for other contingencies as well as the income/loss generated during the fiscal years being reported. Final income/loss may differ from such estimates.

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, as required by the F.A.C.P.C.E.

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 más adelante, 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 188,600 and 109,600 as of March 31, 2012 and the end of the previous fiscal year, respectively, should be recovered.

Derivative financial instruments

As explained in notes 2.3.n) and 12, as of March 31, 2012 and the end of the previous fiscal year, the Bank recorded the effects of interest rate swap agreements as established by the BCRA. Should the Bank had applied the professional accounting standards currently in force, the stockholders’ equity would have increased in 3,401 and would have decreased in 16,018, respectively. By contrast, the effect of the application of the professional accounting standards on the income statement for the periods ended March 31, 2012 and 2011 would have been 19,419 (income) and 361 (income), respectively.

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

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

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

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


		- 16 -

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 March 31, 2012 and 2011, the Bank recorded 244,800 and 75,400, 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 March 31, 2012 and the end of the previous fiscal year, the Bank has booked 508,576 and 326,818, respectively, in the caption Other liabilities – Other – Accrued Taxes as a result of having netted the income tax withholdings applied to the Bank until such dates.

Besides, on June 19, 2003, the Bank received a note from the BCRA indicating that the capitalization of items arising from the application of the deferred tax method is not allowed.

On June 26, 2003, the Bank’s Board of Directors, based on the opinion of its legal counsel, responded the above mentioned note, indicating that in their opinion the rules of the BCRA do not prohibit the application of the deferred tax method generated by the recognition of temporary differences between the accounting and tax result. Subsequently, Resolution 118/03 of the Superintendent of Financial and Exchange Institutions received on October 7, 2003 confirmed the terms of the note dated June 19, 2003. Consequently, as from that date the Bank has set up an allowance for the net balance between the deferred tax assets and liabilities.

As of March 31, 2012 and the end of the previous fiscal year, the Bank recorded under Other Receivables (in the line Tax Prepayments) a taxable deferred asset amounting 188,600 and 109,600, respectively. Such amounts are made up as follows:


	03-31-2012	12-31-2011

Deferred tax assets	350,700		333,200
Deferred tax liabilities	(162,100)		(223,600)


Net deferred assets	188,600		109,600
Allowance	(188,600)		(109,600)

4.2. Tax on minimum presumed income

Tax on minimum presumed income (TOMPI) was established by Law Nr. 25,063 in the year ended December 31, 1998, for a ten-year term. On December 19, 2008 Law Nr. 26,426 established a one-year extension in TOMPI until December 30, 2009. In turn, Law Nr. 26,545, published in the Official Gazette on December 2, 2009 extended TOMPI for an additional ten-year period. This tax is supplementary to income tax: while the latter is levied on the taxable income for the year, TOMPI is a minimum levy determined by applying the current 1% rate on the potential income of certain productive assets. Therefore, the Bank’s tax obligation for each year will coincide with the highest of these taxes. The above Law provides that institutions governed by Financial Institutions Law must consider as a tax base 20% of their taxable assets, after deducting non-computable ones. However, if TOMPI exceeds income tax in a given year, the excess thereof may be computed as a payment on account of any income tax in excess of TOMPI that may occur in any of the following ten years.

In every year that net operating losses are offset, the tax benefit (the benefit of the effective rate on the net operating loss used) will be realized to the extent that income tax (net of the offsetting) equals or exceeds tax on minimum presumed income, but will reduced by any excess of the latter over former.

On February 11, 2005, the Argentine Central Bank issued Communication “A” 4295 whereby it enabled, under certain rules, the accounting record of credits on Tax on Minimum Presumed Income.


		- 17 -

As of March 31, 2012 and 2011, the Income tax assessed was higher than the TOMPI. Therefore, a provision was raised for Income tax.

4.3. Other tax issues

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

An appeal against said assessment was lodged with the Argentine Tax Court the Bank’s objections against said period were partially dismissed. Against this dismissal resolution, the Bank lodged yet another appeal with the Court of Appeals with jurisdiction over federal contentious and administrative matters. On September 4, 2009 the Bank was notified of the judgment rendered by the Appellate Court . The judgment annuls the judgment entered in due time by one of the Argentine Tax Court panels and remands the case file to the Tax Court for it to have another panel render a decision. Panel B of the Tax Court handed down a new judgment declaring the assessment to be null and void. The Tax Authorities lodged an appeal against this judgment and on August 16, 2011. Panel III of the Appellate Court ruled that the appeal had been abandoned. Against this rejection, the Tax Authorities lodged an extraordinary appeal and the Bank filed an answer to it.

The Bank’s Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed period.

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

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

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

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

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

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


		- 18 -

The Bank’s Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed periods.

As regards the rest of the debt claimed, the above agency established a plan of payment in instalments to which the Bank adhered acknowledging that said adhesion does not entail the recognition of rights or the abandonment of further actions before the courts. Therefore, on May 26, 2009 the Bank made an advance payment that corresponds to 35% of the total debt, on June 25, 2009 the Bank paid the first of the remaining 120 monthly installments and since then, the Bank has been paying the monthly instalments as they accrue. On October 9, 2009, the Bank filed with the Tax Bureau of the City of Buenos Aires a request for the refund of the taxes paid with the prepayment above mentioned and the instalments already paid. This petition included a reserve that the Bank may include in the complaint filed with the administrative authorities all the installments that had not yet accrued to the extent they are paid by the Bank. However, on October 4, 2010, the Bank cancelled all the outstanding moratorium balances in the framework of the plan of payment in instalments set out by Law Nr. 3461/2010.

The Bank’s Management does not expect an adverse financial impact in these respects.

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:


	03-31-2012		12-31-2011
a) LOANS

Loans granted to pre-finance and finance exports		3,038,238		3,003,322
Fixed-rate financial loans		2,429,351		2,640,216
Financial loans to foreign entities		120,177		70,704
Other		26,628		22,741

Total		5,614,394		5,736,983


b) INVESTMENTS IN OTHER COMPANIES

In controlled companies -supplementary activities		73,273		69,941
In other non-controlled companies- unlisted		15,858		45,876
In non-controlled companies-supplementary activities		15,617		14,875

Total		104,748		130,692


c) OTHER RECEIVABLES

Guarantee deposits		240,539		201,904
Tax prepayments (1)		206,348		121,481
Loans to personnel		181,480		178,256
Miscellaneous receivables		137,505		198,781
Prepayments		103,420		110,884
Other		4,207		8,201

Total		873,499		819,507

(1)

As of March 31, 2012 and December 31, 2011, it includes the deferred tax asset for 188,600 and 109,600, respectively (see note 4.1.).


		- 19 -


	03-31-2012		12-31-2011

d) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS

Collections and other operations for the account of third parties		663,875		473,628
Accounts payable for consumption		452,335		547,354
Other withholdings and collections at source		250,935		261,942
Money orders payable		171,928		174,928
Social security payment orders pending settlement		63,863		4,987
Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (B.I.C.E)		59,715		49,324
Pending Banelco debit transactions		24,428		36,505
Loans received from Interamerican Development Bank (IDB)		14,667		15,945
Other		50,493		65,885

Total		1,752,239		1,630,498


e) OTHER LIABILITIES

Accrued taxes		600,050		409,038
Accrued salaries and payroll taxes		237,954		238,739
Miscellaneous payables		215,889		316,160
Amounts collected in advance		80,156		79,470
Other		1,063		1,283

Total		1,135,112		1,044,690


f) MEMORANDUM ACCOUNTS – DEBIT – CONTROL

Securities representative of investments in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic		43,985,594		35,717,602
Items in safekeeping		20,559,567		16,087,264
Checks not yet credited		2,257,336		2,567,258
Collections items		456,499		400,241
Checks drawn on the Bank pending clearing		350,209		254,125
Other		108,393		96,100

Total		67,717,598		55,122,590


	03-31-2012		03-31-2011

g) SERVICE CHARGE INCOME

Commissions for hiring of insurances		56,646		37,930
Rental of safe-deposit boxes		22,015		16,692
Commissions for loans and guaranties		17,700		12,441
Commissions for transportations of values		4,022		2,216
Commissions for salary payment		2,321		2,088
Commissions for capital market transactions		833		1,444
Commissions for trust management		196		244
Other		15,943		14,396

Total		119,676		87,451


		- 20 -


	03-31-2012		03-31-2011

h) SERVICE CHARGE EXPENSE

Turn-over tax		32,930		22,840
Insurance paid on lease transactions		7,708		4,530
Other		5,162		2,467

Total		45,800		29,837


i) OTHER INCOME

Deferred income tax (1)		79,000		26,400
Gain from the sale of premises and equipment and other assets		36,902		452
Related parties expenses recovery		4,146		3,050
Rent		557		276
Other		13,273		6,291

Total		133,878		36,469

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

6.	FINANCIAL INFORMATION UNIT: SUMMARY PROCEEDINGS

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

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

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

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

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

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

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


		- 21 -

7.	RESTRICTIONS ON ASSETS

As of March 31, 2012 and the end of the previous fiscal year, there are Bank’s assets, which are restricted as follows:

The Government and Private Securities account includes 131,000 and 132,500, respectively, in bonds issued by the Argentine Government maturing in 2014, allocated to the guarantee required to act as custodian of investment securities related to Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic.

The Bank appropriated 37,099 and 37,524, respectively, in bonds issued by the Argentine Government maturing in 2014, to secure loans arranged under the Credit Global Program given by the Interamerican Development Bank (IDB).

The Bank appropriated 46,297 and 33,063, respectively, in Guaranteed Bonds maturing in 2020 , to secure loans granted by the so-called “Bicentennial Fund”.

The Bank has also appropriated accounts, deposits and trusts for 548,819 and 441,836, respectively, as security for activities related to credit card operations, automated clearing houses, non-deliverable forwards and lawsuits.

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

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

The balances as of March 31, 2012 and the end of the previous fiscal year, for transactions performed with subsidiaries and parents companies are as follows:


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

BBVA		13,093		12,537		1,296		16,327		92,631		252,634
BBVA Francés Valores Sociedad de Bolsa S.A		--,--		2,497		2,301		4,664		3,565		2,340
Consolidar Aseguradora de Riesgos del Trabajo S.A. (see note 1.4)		--,--		140		--,--		257,765		--,--		23,424
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		1		9,979		11,002		90,379		60,164		74,620
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		222		199		25,649		24,010		19,596		18,381
BBVA Consolidar Seguros S.A.		12,581		12,238		10,673		3,364		--,--		--,--
PSA Finance Argentina Cía. Financiera S.A.		833,722		800,097		1,666		4,596		150,000		110,000
Rombo Cía. Financiera S.A.		588,296		564,341		3,156		30,803		192,000		224,000
Inversora Otar S.A. (see note 1.5)		5,454		5,235		381		910		529,307		400,761

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

9.	BANK DEPOSITS GUARANTEE INSURANCE SYSTEM

The Bank is included in the Deposit Guarantee System established by Law 24,485, Regulatory Decrees Nr. 540/95, Nr. 1,292/96 and 1,127/98 and Communication “A” 2337 and BCRA’s complementary regulations.

Such law provided for the creation of the Company Seguros de Depósitos Sociedad Anónima (SEDESA) for purposes of managing the Deposit Guarantee Fund (DGF), whose shareholders, in accordance with the changes introduced by Decree Nr. 1,292/96, shall be the BCRA with one share as a minimum and the trustees of the trust


		- 22 -

created by the financial institutions in the proportion to be determined for each by the BCRA according to their contributions to the DGF.

That Company was incorporated in August 1995 and the Bank has a 10.5337% interest in its capital stock.

The Deposit Guarantee System, which is limited, compulsory and onerous, has been created for purposes of covering the bank deposit risks subsidiarily and complementarily to the deposit protection and privilege system established by the Financial Institutions Law.

The guarantee shall cover the repayment of principal disbursed plus interest accrued through the date of revoking of the authorization to operate or through the date of suspension of the institution through application of section 49 of the BCRA’s Charter provided that the latter had been adopted earlier than the former without exceeding the amount of pesos a hundred and twenty thousand. Regarding operations in the name of two or more people, the guarantee shall be prorated between the holders. In no event shall the total guarantee per person exceed the abovementioned amount, whatever the number of accounts and/or deposits.

10.

TRUST ACTIVITIES

10.1. Financial Trusts

On January 5, 2001, the BCRA’s Board of Directors issued Resolution Nr. 19/01, providing for the exclusion of Mercobank S.A.’s senior liabilities under the terms of Section 35 bis of the Financial Institutions Law, the authorization to transfer the excluded assets to the Bank as trustee of the Diagonal Trust, and the authorization to transfer the excluded liabilities to beneficiary banks. Also, on the mentioned date, the agreement to set up the Diagonal Trust was subscribed by Mercobank S.A. as settle and the Bank as trustee in relation to the exclusion of assets as provided in the resolution abovementioned. As of March 31, 2012 and the end of the previous fiscal year, the assets of Diagonal Trust amount to 2,409 and 2,411, respectively, considering its recoverable value.

Besides, as of December 31, 2011 the Bank has recorded the assets of Maginot Trust, whose book value amounts to 533 . In addition, the Bank recorded the selected assets on account of the redemptions in kind of the Fideicomiso Corp Banca participation certificates for 4,174 and 4,173 as of March 31, 2012 and the end of the previous fiscal year, respectively.

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

10.2. Non Financial Trusts

The Bank acts as trustee in 22 non-financial trusts, and in no case being personally liable for the liabilities assumed in the performance of the contract obligations; such liabilities will be satisfied with and up to the full amount of the corpus assets and the proceeds therefrom. The non financial trusts concerned were set up to secure the receivables of several creditors (beneficiaries) and the trustee was entrusted the management, care, preservation and custody of the corpus assets until (i) the requirements to show the noncompliance with the obligations by the debtor (settler) vis-à-vis the creditors (beneficiaries) are met, moment at which such assets will be sold and the proceeds therefrom will be distributed (net of expenses) among all beneficiaries, the remainder (if any) being delivered to the settler, or (ii) all contract terms and conditions are complied with, in which case all the corpus assets will be returned to the settler or to whom it may indicate. The trust assets represent about 199,448 and 180,673 as of March 31, 2012 and the end of the previous fiscal year, respectively, consist of cash, creditors’ rights, real estate and shares.

11.

CORPORATE BONDS

On July 15, 2003, an Extraordinary Stockholders’ Meeting approved the setting up of a Program for the issuance and re-issuance of ordinary non-convertible Negotiable Obligations with ordinary guarantee, or such guarantees as may be decided by the Board of Directors, and unsecured Subordinated Negotiable Obligations, convertible or not into shares. During the life of the Program, which was 5 (five) years, it was be possible to issue and re-issue any number of series and/or classes of Negotiable Obligations as long as at all times the maximum amount in circulation after adding together all series and/or classes outstanding under the Program pending redemption does not exceed at any time US$ 300,000,000.

On April 26, 2007, the Ordinary and Extraordinary Stockholders’ Meeting delegated to the Board of Directors the authority to make certain amendments to the existing Negotiable Obligations Global Program such as: i)


		- 23 -

updating the Program so that it is governed by international terms and conditions, ii) existence of an international trustee in respect of one or more series representing the interests of investors, iii) drafting and execution of documentation in the English language and under foreign laws, including global and final securities, and payment agency, registrar, trust and underwriting agreements, as may be necessary, as well as the preparation of information documents for purposes of placement in international markets, including offering circulars and financial statements prepared in a foreign language.

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

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

On July 21, 2011, the CNV approved the increase in the maximum amount of the Negotiable Obligations Global Program pursuant to its Resolution Nr. 16611.

As provided in the Negotiable Obligations Law and B.C.R.A.’s regulations, the proceeds could be applied to: (i) investments in physical assets located in Argentina; (ii) working capital in Argentina; (iii) refinancing of liabilities; (iv) capital contributions into BBVA Francés’ subsidiaries or related companies in so far as the proceeds of such contributions is, in turn, applied to the above-mentioned uses; and/or (v) lending, in so far as the borrowers apply the proceeds of such loans to the uses referred to in the preceding numerals of this paragraph in accordance with the rules laid down to that end by the B.C.R.A.

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

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

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

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

As of March 31, 2012 and the end of the previous fiscal year, the outstanding principal and accrued interest amounts to 340,688 (in connection with Class 1 and 2 of the Negotiable Obligations) and 187,273 (in connection with Class 1 of the Negotiable Obligations), respectively.


		- 24 -

12.

DERIVATIVE FINANCIAL INSTRUMENTS

Transactions as of March 31, 2012:

Interest rate swaps for 621,100 (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 10,000 (Badlar versus Fixed Rate), maturing within a period not exceeding 1 year for which the Bank pays a fixed amount, and receives a variable amount in accordance with changes in the Badlar.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating the amount of 745 as income for the period.

The estimated market value of said instruments amounts to 4,239 (Asset). For market value estimation purposes, the variable and fixed as yet not matured future flows are discounted, with the swap value being the difference between the current value of the future flows receivable and the current value of the future flows payable.

As of the end of the period, the above transactions were recorded under “Memorandum Accounts - Debit Accounts – Derivatives – Interest rate swap” for 631,100.

Interest rate swap for 53,679 (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 53,679.

Non-deliverable forward purchase and sale transactions in foreign currency and ratios payable in Pesos, maturing within a period not exceeding 1 year, for 4,397,934 and 3,950,741 , which are recorded under “Memorandum Accounts - Debit Accounts - Derivatives – “Notional” amount of non-deliverable forward transactions”, and “Memorandum Accounts - Credit Accounts - Derivatives – “Notional” amount of non-deliverable forward transactions”, respectively.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.2.), generating income as of the end of the period for 9,246.

Call options bought for 31,262 and call options written for 35,883 agreed as hedging for the Bank’s borrowing position in connection with term investments yielding variable income conducted by customers. Said transactions were recorded under “Memorandum Accounts - Debit Accounts – Derivatives – “Notional” amount of call options bought” for 31,262 and under “Memorandum Accounts - Credit Accounts - Derivatives – “Notional” amount of call options written” for 35,883.

These transactions have been valued in accordance with the description in note 2.3.n) generating the amount of 1,021 as income for the period.

Forward sales due to BCRA Bills repurchase agreements for 863,724, which are recorded under “Other liabilities from financial transactions – Instruments to be delivered for spot and forward sales to be settled”.


		- 25 -

These transactions have been valued in accordance with the description in note 2.3.g) generating the amount of 17,131 as income for the period.

The Bank does not carry any balances associated to reverse repo transactions in force at March 31, 2012. However, the transactions conducted at March 31, 2012 have yielded a 1,265 loss at the end of the period.

II.

Transactions as of December 31, 2011:

Interest rate swaps for 577,600 (Fixed Rate versus Badlar), maturing within a period not exceeding 3 years for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts; and interest rate swaps for 29,000 (Badlar versus Fixed Rate), maturing within a period not exceeding 1 year for which the Bank pays a fixed amount, and receives a variable amount in accordance with changes in the Badlar.

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

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

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

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

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

Non-deliverable forward purchase and sale transactions in foreign currency and ratios payable in Pesos, maturing within a period not exceeding 1 year, for 3,588,570 and 3,419,241, which are recorded under “Memorandum Accounts - Debit Accounts - Derivatives – “Notional” amount of non-deliverable forward transactions”, and “Memorandum Accounts – Credit Accounts - Derivatives - “Notional” amount of non-deliverable forward transactions”, respectively.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.2.), generating the amount of 51,506 as income for the fiscal year.

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

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


		- 26 -

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

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

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

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

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

13.

COMPLIANCE WITH CNV REQUIREMENTS

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

As of March 31, 2012, 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 March 31, 2012 and the end of the previous fiscal year, in its capacity of Investment Funds custodian of “FBA Acciones Globales”, “FBA Total”, “FBA Renta”, “FBA Renta Pesos”, “FBA Renta Dólares”, “FBA Bonos Latinoamericanos”, “FBA Calificado”, “FBA Internacional”, “FBA Ahorro Dólares”, “FBA Renta Fija”, “FBA Ahorro Pesos”, “FBA Renta Premium”, “FBA Europa”, “FBA Horizonte”, “FBA EEUU”, “FBA Renta 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, tax-credit certificates, securities issued by the Argentine Central Bank, investments financial trust certificates, Cedears and ADRS in safekeeping in the amount of 1,450,636 and 1,374,204 , respectively, all of which making up the Fund’s portfolio and booked in “Memorandum Accounts - Debit Accounts -Control - Other”.

The Investment Funds´ equities are as follows:


		- 27 -


		EQUITIES AS OF
INVESTMENT FUND	03-31-2012		12-31-2011
FBA Acciones Globales		69,142		56,616
FBA Total		17,266		16,017
FBA Renta		19,155		17,435
FBA Renta Pesos		1,266,115		1,228,914
FBA Renta Dólares		5,230		4,613
FBA Bonos Latinoamericanos		14,687		12,977
FBA Calificado		81,774		72,591
FBA Internacional		801		645
FBA Ahorro Dólares		13,198		11,671
FBA Renta Fija		19,251		18,566
FBA Ahorro Pesos		410,807		422,678
FBA Renta Premium		10,672		10,056
FBA Europa		3,561		2,926
FBA Horizonte		39,260		35,230
FBA EEUU		12,202		7,501
FBA Renta Corto Plazo		458		443
FBA Acciones Latinoamericanas		24,646		19,948
FBA Bonos Argentina		5,647		4,922
FBA Brasil		27,939		25,998
FBA México		71		62
FBA Commodities		56		58
FBA Acciones Argentinas		281		260
FBA Bonos Globales		76		79


Total		2,042,295		1,970,206

14.

EARNINGS DISTRIBUTIONS

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

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

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 March 31, 2012:

COMPUTABLE COMPLIANCE IN PESOS


Cash			827,840
Special Guarantee Accounts			165,641
BCRA Checking Account			2,114,404
Cash in transit			736
Cash in valuables’ transportation			827,063
Cuentas Especiales Previsonales			61,807
Franchises			136,880


TOTAL			4,134,371


		- 28 -

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


Cash			286,398
Special Guarantee Accounts			17,733
BCRA Checking Account			2,235,419
Cash in transit			416
Cash in valuables’ transportation			116,411


TOTAL			2,656,377

COMPUTABLE COMPLIANCE IN EUROS (Stated in thousands of Pesos)


Cash			62,867
BCRA Checking Account			22,743
Cash in transit			18
Cash in valuables’ transportation			15,655


TOTAL			101,283

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:


	03-31-12		12-31-11		03-31-11		12-31-10
a) Cash and due from banks		6,680,475		6,344,061		5,988,324		5,682,802

b) Goverment securities		103,766		77,873		26,131		4,813

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of each period or fiscal year		174,847		245,693		114,870		147,980



CASH AND CASH EQUIVALENTS		6,959,088		6,667,627		6,129,325		5,835,595

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

17.

RISK MANAGEMENT POLICIES

The Risk Department comprises units specializing in each class of risk (credit, financial and operational risk) that work alongside cross-sectional control units: Global Management and Technical area and Internal Control.

The following is a description of the comprehensive policies and processes for identifying, assessing, controlling and mitigating all risks: credit, financial and operational.


		- 29 -

a) Credit Risk

The Risk Department is made up by the following divisions: Retail Banking, Enterprise and Wholesale Banking and Recoveries. Within the purview of the Retail Banking and the Enterprise and Wholesale Banking divisions, there are the areas in charge of Admission, Follow-Up, Policies and Tools. In turn, the Recoveries division includes areas specializing in severity mitigation, further split into judicial recovery and non-judicial recovery.

Approvals are processed by virtue of the loan-granting powers conferred upon the positions responsible for Admission, the Credit Risk Committee and the Risk Management Committee. In addition, the commercial areas rely on a smaller number of delegated loan-granting powers in order to streamline minor transactions. These powers are also arranged by ratings and amounts.

Any exceptions to the policies currently in force are dealt with by the Risk Management Committee.

The assessment methodology is based on internally designed scoring and rating models applied to the Retail Banking and Enterprise and Wholesale Banking portfolios management, respectively. The application of this methodology leads to the calculation of the likelihood of default and in addition, to a historical control over expected losses and over the degree of severity of such losses in each portfolio. The scoring and rating tools are re-estimated periodically.

The following are some of the aspects taken into account upon subjecting customers to a credit assessment:

•

Verify the client sufficient income-generation sources and an adequate financial structure to face the commitments to repay principal and interest of the owned receivables within the terms agreed.

•

Adequate and sufficient guarantees must to allow the loans recovery.

•

Adequate knowledge of the client so that the decision-making officials are sufficiently confident and secure when they decide to grant the loan.

•

Balance and correlation between the use of the proceeds, the amount, the term and the manner to repay the loan based on the client´s generation of resources and the guarantees.

•

The activities carried on by the client must be identified so that the client can be assigned to the appropriate classification of sectors of the economy assessing its positioning and growth expectations.

•

Permanent consulting for hints of junctures in the policies currently in force in each sector for an adequate response in line with the general investment or divestiture guidelines in a sector or sub-sector of the economy, amongst others.

Financial Risk

The Financial Risk Area which reports to the Risk Division, is the unit responsible for identifying, assessing and controlling the market, structural and liquidity risks.

Market Risks is in charge of the following:

•

Identifying the Business Units within the Bank that carry out transactions entailing market risks, which should thus be included in the corporate applications of measurement and control risk.

•

Monitor on a daily basis compliance with the risk limits and policies of the Business Units

•

Determine, on a daily basis, the market variables that will be used in the valuation of the Treasury positions and by the Committee of Assets and Liabilities (COAP).

•

Determine the calculation of the Credit Exposure of the Treasury Client counterparts (Credit Risk in the Market Desk).

The most complex approach, adopted as a standard measurement tool, is the Value at Risk (VaR) which provides a 99% confidence level at 1-day and 10-day parameters.

Policies are implemented through a limit structure, in terms of daily, monthly and annual VaR and Stop Loss measures.

On an annual basis, a proposal is prepared for the authorization of market risk limits together with the Treasury Department. This standard sets forth the identity of the officials who have the maximum control responsibilities


		- 30 -

and decision-making attributes concerning the limits and contingency plans to be implemented if such limits were surpassed.

The utility of the VaR model is fine-tuned through backtesting and stresstesting techniques.

Although the Financial Division is responsible for managing the structural risks at the Bank, which risks also include the liquidity risk, the Market Risk Area, in its position as independent business unit and responsible for management actions, is empowered to approve, follow up (measure) and control the methodologies, the limits and the alerts that the areas involved may propose and consume in order to adequately manage the structural and liquidity risk.

Both the structural risk and the liquidity risk are monitored through a number of specific quantitative and qualitative limits and alerts, which are followed up on a daily basis by the Market Risk Area.

As regards liquidity risk, crisis are identified by the three areas of the Technical Liquidity Group (GTL, with the areas in charge of following up on crises being the Market Risk Area, Financial Management and Markets) and as soon as any of these areas detects a crisis, it must report it to the other management areas above mentioned.

The Market Risk Area obtains the flows of collections and payments, prepares the daily liquidity map, proposes the limits and alert alarms and prepares and distributes the appropriate reports for the evolution of liquidity to the internal areas of the Risk Division and to the top executives of BBVA Francés.

Liquidity risks are monitored using three models: Short-term liquidity, Medium-term liquidity and Stress-liquidity. This model is based on the study of past crisis and it is used as a basis to generate the contingency plan.

The aim of the Contingency Plan is no other than to be in the best position to face liquidity problems, to foresee potential crisis situations, both at the Bank level and in the markets which may arise for the Bank in the future.

As regards structural risk, defined as any alteration sustained by the financial margin and/or the equity value of an entity arising from variations in interest rates, an analysis of five sensitivities is used to monitor these two risks:

•

SMF: Sensitivity to the Financial Margin in the event of +/-100bps variations in interest rates;

•

SVE: Sensitivity to the Equity Value in the event of +/-100bps variations in interest rates;

•

SVE COAP: Sensitivity to the Equity Value of the COAP portfolio in the event of +/-100bps variations in interest rates;

•

MeR: Margin at Risk, understood as the maximum unfavourable departure from the financial margin projected for a pre-determined level of confidence; and

•

CE: calculation of the Equity Capital of the Bank, consisting in an estimate of the unexpected losses that could be incurred in the various risk activities carried out, in other words, the maximum losses that could be sustained with a given level of confidence.

Operational Risk

The Validation and Internal Control area, which reports to the Internal Control and New Products division, is charged with the implementation and maintenance of a model to identify, value, follow up on, check and mitigate operational risk. This model revolves around a methodology based on BCRA’s provisions currently in force (Communications “A” 4793 and “A” 5203) and on international standards (COSO and Basel) and specific computerized tools that support the model.

Operational risk is identified and quantified by the Ev-Ro tool. To support the follow-up function and the dynamical controls over the efficacy of the mitigation measures in place, the Trans-VaR tool is used. There is also a loss history database segmented by business areas and class of risk known as SIRO database. All these tools are working properly and the degree of implementation is optimum.

Through the Internal Control and Operational Risk model, the Bank is able to:

•

Assess the degree of mitigation activity implemented in the various areas

•

Verify that the measures have been adopted in accordance with priority criteria for the mitigation of risk factors.


		- 31 -

•

Ensure that the contingency plans and service continuity defined by the various business units or supporting areas have been properly implemented and updated to reduce the risk of certain high-impact risk factors.

18.

TRANSPARENT CORPORATE GOVERNANCE POLICY

THE BOARD OF DIRECTORS

The By-laws of BBVA Francés prescribe that the Bank shall be managed by a Board of Directors made up by a minimum number of three and a maximum number of nine directors, as established by the Ordinary General Shareholders’ Meeting when appropriate. Directors shall serve on the Board for three-year terms and they may be re-elected (the “Board of Directors”). The Bank’s Shareholders’ Meeting may designate alternate directors in an equal or lower number. The Board of Directors must meet at least once a month.

The table below indicates the names of the members of our Board, their present position in the company and their business background.


Name	Position as of December 31, 2011	Background and Work Experience

Jorge Carlos Bledel	Chairman	Business experience: Vice Chairman, BBVA Francés Valores Sociedad de Bolsa S.A. (“Francés Valores”); Director, Credilogros Compañía Financiera S.A. (“Credilogros”); Credit Manager, Banco del Interior y Buenos Aires; Business Manager, Corporación Metropolitana de Finanzas; Financial Manager, BBVA Francés; Wholesale Banking Director, BBVA Francés and Retail Banking Director, BBVA Francés. Jorge Carlos Bledel is not an independent director in the terms of General Resolution Nr. 368 (as per its new wording dating back to 2001).
José Manuel Tamayo Pérez	Vice Chairman	Business experience: Retail Banking Director, BBVA Francés; Marketing Director for Spain and Portugal, BBVA S.A. José Manuel Tamayo Pérez does not meet the independence criteria to be considered as an independent director within the meaning of General Resolution Nr. 368 (as per its new wording dating back to 2001).
Marcelo Gustavo Canestri	Regular Director	Business experience: Corporate Assistant Manager, BBVA Francés; Wholesale Banking Assistant Manager, BBVA Francés; Asset Management Director, BBVA Francés and Financial Director, BBVA Francés. Marcelo Gustavo Canestri is an independent director in the terms of General Resolution Nr. 368 (as per its new wording dating back to 2001).
Mario Luis Vicens	Regular Director	Business experience: Executive Chairman, Asociación de Bancos de la Argentina ABA; Regular Director, Seguros de Depósitos S.A. SEDESA; Regular Director, Federación Latinoamericana de Bancos Felaban; Regular Director, Banco Sudameris S.A.; Regular Director, Banco Central de la República Argentina; Planning Assistant Manager and Deputy General Manager, Banco de Crédito Argentino S.A.; Chief Economist – Head of Department, Banco Central de la República Argentina. Mario Vicens is an independent director in the terms of General Resolution Nr. 368 (as per its new wording dating back to 2001).


		- 32 -


Name	Position as of December 31, 2011	Background and Work Experience
Oscar Miguel Castro	Regular Director	Business experience: Executive member of the Committee of Financial Services, Arthur Andersen Worldwide; Partner in charge of Financial Services Division, Arthur Andersen Latin America and Argentina; International Partner, Arthur Andersen. Oscar Miguel Castro is an independent director in the terms of General Resolution Nr. 368 (as per its new wording dating back to 2001).
Luis Bernardo Juango Fitero	Regular Director	Business experience: President, BBVA Colombia S.A.; Regional Director, BBVA S.A. Luis Bernardo Juango Fitero is not an independent director in the terms of General Resolution Nr. 368 (as per its new wording dating back to 2001).

Conflicts of interest

The Code of Corporate Governance of BBVA Francés approved on December 1, 2010 addresses conflicts of interest amongst Board members. Basically, the Code mandates that the Directors involved will not attend the debates held by the corporate governance bodies in which they are members when these sessions discuss matters in which these Directors may have a direct or indirect interest or which may affect the individuals to whom these Directors are related in the terms prescribed by the laws.

The Code also sets forth that Directors are enjoined from conducting personal, professional or commercial transactions with the Bank or with companies within the group, other than habitual banking transactions unless said personal, professional or commercial transactions undergo a procurement process to ensure that they are transparent, that competitive bids are submitted and that prices are set in arm’s length conditions.

II.

SENIOR MANAGEMENT

Senior Management is made up by the General Manager and by those executive officers who have decision-making powers and who report directly to the General Manager.

The officers in Senior Management positions must have the skills and experience required by the financial industry to run the business with which they are entrusted and to oversee as appropriate the personnel in the various areas.

III. MANAGEMENT COMMITTEE - MEMBERSHIP

The main members of Senior Management make up the Management Committee. The Committee is chaired by the Executive Director or General Manager.

Prospective Management Committee members shall first be evaluated by the Nominations and Remunerations Committee for subsequent consideration by the Board.

The following table identifies the members of the Management Committee and provides certain details about their business experience. The highest-ranking officers are designated for unlimited periods.


		- 33 -


Name	Current Position	Background and Work Experience
Ricardo Enrique Moreno	Executive Director	Consultant, specialized in financial branch and capital markets, Andersen Consulting; Systems Manager, Banco de Crédito; Director of Media, CEO of Unofirst Latin America, COO Global, BBVA; Director of Transformation and Productivity BBVA.
Ignacio Sanz y Arcelus	Director, Finance and Planning.	Finance Area – Technology and Operations, BBVA; Director of the Department of Assets and Liabilities Management for Latin America, BBVA; Director of the Investment Banking Comptroller’s Office (Treasury, Capital Markets, Intermediation, Corporate, Structured Financing), BBVA; Corporate Director, BBVA; Director of the Treasury, Capital Markets and International Network area, BEX Argentaria BBVA; Director of the Market Risk Audit Unit, BEX Argentaria BBVA; Director of Central Services Audit, BEX; Director of Planning, Intervention and Control, SERFINBEX; Director, BEX Argentaria BBVA; Team Leader at Arthur Andersen Auditores S.A.
Juan Alberto Estrada	Director, Corporate and Investment Banking	The following positions, all at BBVA Francés: Assets Management Area; Head of the Trading Area; Director of Global Markets; Director of Wholesale Banking and Asset Management.
Martín Ezequiel Zarich	Director, Innovation and Development	Alternate Director, BBVA Seguros; Economist, Banco de Crédito Argentino; Management Control and Budget Manager, Banco de Crédito Argentino; Planning Director, Banco de Crédito Argentino; Merger Director, BBVA Banco Francés; Planning Director, BBVA Francés; Financial Director, BBVA Francés; Retail Banking Director, BBVA Francés; Director, Credilogros; Director, BBVA Banco Francés Uruguay; Director, BBVA Banco Francés Cayman Ltd.; Deputy General Director, Business Development BBVA Group.
Gabriel Milstein	Director, Human Resources, Procurement, Real Estate, General Services and Safety	Organization Manager, BBVA Francés.
Jorge Gustavo Allen	Director, Companies Banking	Goods and Services Manager, BBVA Francés; Logistics Director, BBVA Francés; President, BBVA Consolidar Seguros S.A.; Territorial Director, BBVA Francés.
Jorge Delfín Luna	Director, Retail Banking	Regional Manager, Citibank Branch, Citicorp; Regional Manager of Local Branches, Banco de Crédito Argentino; General Manager, Easy-Bank (BBVA Francés); General Manager and Vicepresident, BBVA Banco Uruguay; Companies Banking Manager, BBVA Francés.
Gustavo Osvaldo Fernández	Director, Technology and Operations	Coordinator, Systems and Organizations, Banca Nazionale del Lavoro; Systems Coordinator, Banco Galicia; Manager of Organization and Systems Development, Banco de Crédito Argentino; Design and Development Manager, BBVA Francés; Media Director, BBVA Francés; Director of Design and Development América, BBVA; Business Partner America, BBVA.
Adriana Fernández de Melero	Director, Corporate Development and Transformation	Credits Recovery Analyst, Banco Español; Financial Analyst, Banco Español; Financial Profitability and Planning Analyst, Banco Español; Planning and Management Control Analyst, Banco de Crédito Argentino; Head of Budget, Planning and Management Control, Banco de Crédito Argentino; Leader of Reengineering Project, Banco de Crédito Argentino; Human Resources Development and Planning Manager, Banco de Crédito Argentino; Manager of Human Resources Management, BBVA Francés; Manager of Structures and Projects, BBVA Francés; Organization Manager, BBVA Francés; Commercial Development and Channels Manager, BBVA Francés.
Juan Eugenio Rogero González	Director, Risks	Branch Director Corporate Banking, BBVA; Risks and Corporate Director, BBVA Puerto Rico; Insurances Development Director, BBVA America and Global Director of Corporate Risks Control, BBVA; Risks Director, BBVA Francés; Corporate Polices and Wholesale Portfolios Director, BBVA.


		- 34 -

Powers

The Management Committee has the following powers:

—

to implement the strategies and policies approved by the Board.

—

to assess and propose business and investment strategies and general risk policies. To this end, a Business Plan and a Financial Plan shall be approved every year.

—

to analyze and propose the comprehensive budget for the year, monitoring its changes and determining corrective actions based on internal and market variables.

—

to assess and propose policies, strategies and guidelines for the Bank and to follow up on, and oversee, model implementation.

IV. BBVA FRANCES’s OWNERSHIP STRUCTURE

Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 31, 2012, by each person who, to our knowledge, owns beneficially more than 5% of our ordinary shares. These persons do not have different voting rights.


	Ordinary Shares Beneficially Owned At March 31, 2012
Beneficial Owner	Number of Shares		Percentage of Shares Outstandings
Banco Bilbao Vizcaya Argentaria		244,870,968		45.61
BBV America SL⁽¹⁾		112,192,349		20.90
Inversora Otar S.A. ⁽²⁾		50,410,182		9.39
The Bank of New York Mellon ⁽³⁾		46,396,101		8.64
Administración Nacional de Seguridad Social		38,904,834		7.25

(1)

BBV América SL is controlled by BBVA.

(2)

Inversora Otar S.A. is controlled indirectly by BBVA. (see note 1.5 to these financial statements).

(3)

As holder agent of ADSs.


		- 35 -

V. ORGANIZATIONAL STRUCTURE

LOGO

VI. COMITTEES OF THE BOARD OF DIRECTORS

a) AUDIT COMITEE – DECREE 677/01 (C.N.V./S.E.C.)

BBVA Francés’s Audit Committee (C.N.V./S.E.C.) is a multiple-member body, with a majority of directors who meet the independence criteria of Decree 677/01. Its purpose is to assist the Board of Directors in the assessment of the External Auditor’s function and independence and to perform the internal control function at the Bank.

b) NOMINATIONS AND REMUNERATIONS COMMITTEE

BBVA Francés’ Nominations and Remunerations Committee is a non-executive body whose purpose consists in assisting the Board on matters concerning the Bank’s remuneration and benefit policies. Furthermore, the Nominations and Remunerations Committee is the body entrusted with the establishment of the standards and procedures governing the recruitment of key executives and high-ranking personnel.

The Nominations and Remunerations Committee is made up by three non-executive directors, the majority of whom are independent, designated by the Board of Directors.


		- 36 -

INTERNAL AUDIT COMMITTEE (B.C.R.A.)

BBVA Francés’s Internal Audit Committee is made up by the officers appointed by the Board of Directors. This committee must have at least two members and at least one member must be an independent director. The operation of this committee shall be governed by the rules of the B.C.R.A. and by internal regulations.

The Board must use the conclusions of the internal audit timely and efficaciously and foster the internal auditor’s independence vis-à-vis the areas and processes controlled by said audit.

COMMITTEE FOR THE PREVENTION OF ASSET LAUNDERING AND TERRORISM FINANCING

This Committee is made up by two Regular Directors, the officer in charge of the Anti-Money Laundering area and the highest-ranking executives in the various banking areas.

The functions of the Committee consist mainly in:

—

Establishing guidelines and continuously reviewing the degree of progress with each action.

—

Filing reports with the competent authorities concerning the so-called “unusual or suspicious” transactions, or, either, deciding to disregard them when appropriate.

INFORMATIC TECHNOLOGY COMMITTEE

This Committee is made up by the Director of Technology and Operations and other executives of the Technology and Operations, Innovation and Development area.

The main duties of the IT Committee are:

—

To oversee the proper operation of the IT environment and to contribute to an improvement in its efficiency.

—

To approve the Information Technology and Systems Plan and to assess it from time to time to review degree of completion.

VII.

OTHER COMMITTEES

Risk Committee

This Committee is made up by the Executive Director, the Risk Director and various officers from the office of the Risk Director.

The main functions of the Risk Committee are to rate customers or conglomerates when the amounts at stake exceed the loan-granting powers delegated to the Risk Units.

Disclosure Committee

This Committee is made up by an Independent Director, the Finance and Planning Director, the Legal Services Director and other officers from the Finance area.

It is basically entrusted with ensuring that the information relayed to the Bank’s shareholders, the markets where the Bank’s shares are listed and such markets’ regulatory authorities should be truthful and complete, reflect fairly the Bank’s financial condition and the results of operations and that it should be communicated with the formalities and within the terms mandated by applicable laws, the general principles governing market operation and good corporate governance.


		- 37 -

Human Resources Committee

It is made up by the Executive Director or General Manager and by the Directors of Human Resources, Procurement, Real Estate, General Services and Safety, Corporate Development and Transformation and the Finance and Planning Area.

The main functions of the Human Resources Committee are to:

—

establish the structure of the organizational chart.

—

approve promotions to managerial positions.

—

define the guidelines governing human resources policies.

—

establish remuneration and incentive criteria.

—

evaluate benefits to personnel.

—

establish career and training plans.

Incentives to personnel

The remuneration earned by all of the Bank’s employees includes a variable portion determined on the basis of their performance. This variable portion depends on the position occupied by the employee. They are paid on an annual basis in arrears.

The variable portion of the remuneration paid to the commercial area is subject to a scheme associated to their sales performance and it is calculated on a quarterly basis (starting in 2011).

Corporate Integrity Committee

This Committee is made up by the following directors: Corporate Development and Transformation, Legal Services, Audit, Human Resources, Procurement, Real Estate, General Services and Safety directors, together with the directors of the different business areas and with the Technology and Operations director.

The Corporate Integrity Committee is basically entrusted with:

—

Fostering the adoption of the measures necessary to hand down decisions concerning all those ethically objectionable actions of which any of the members of the Corporate Integrity Committee may become aware in the discharge of his duties or by reason of having received notice.

—

Settling those situations in which the interests of BBVA Francés and Group companies in Argentina conflict with those of their clients.

VIII.

THE SUBSIDIARIES OF BBVA FRANCÉS

The main subsidiaries and affiliates of BBVA Francés are:

1) BBVA Francés Valores Sociedad de Bolsa S.A. engaged in securities trading at the Buenos Aires Stock Exchange.

2) BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión: the corporate purpose of this mutual fund manager is to run and manage Mutual Funds in accordance with Section 3 of Law Nr. 24,083 as subsequently amended by Laws Nr. 24,441 and 24,781.

3) PSA Finance Argentina Compañía Financiera S.A. whose corporate purpose consists in financing the acquisition of new and second-hand Peugeot and Citroën vehicles through pledge loans, leasing agreements and other financial products and in supplying services associated to the purchase, maintenance and insurance coverage of motor vehicles.


		- 38 -

4) Consolidar AFJP S.A. (undergoing liquidation proceedings), see note 3 to the Consolidated Financial Statements of BBVA Francés as of March 31, 2012.

5) Rombo Compañía Financiera S.A. whose corporate purpose is to finance the acquisition of new and second-hand Renault and Nissan through pledge loans, leasing agreements and other financial products and in supplying services associated to the purchase, maintenance and insurance coverage of motor vehicles.

6) BBVA Consolidar Seguros S.A. This insurance carrier operates in the following lines of business: fire, comprehensive household insurance, civil liability, theft, personal accidents, group life insurance and other coverage.

IX.

NETWORK OF BRANCHES AND RETAIL OFFICES

BBVA Francés operates a network of 240 branches distributed as follows: Autonomous City of Buenos Aires, 81 branches; Greater Buenos Aires, 51 branches, with the remaining 108 branches being situated in the Argentine provinces.

INFORMATION ON BUSINESS LINES

The most relevant business lines are: Retail Banking, whose strategy relies on building a comprehensive relationship with customers and strengthening the credit card segment; Companies Banking, which aims at aiding companies through both short- and long-term financing and Corporate & Investment Banking, an area concerned with Foreign Trade transactions as much as with advice in mergers and acquisitions and in capital market transactions.

19.

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.

20.

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.


		- 39 -

EXHIBIT A

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


		Holding
Description	ID Caja de Valores	Market value or present value		Book balance as of 03-31-2012		Book balance as of 12-31-2011		Position without options		Final position

GOVERNMENT SECURITIES

Government securities at fair value

Local
In pesos
Secured Bonds due 2020	2423				836,726				836,726		836,726
Federal Government Bonds in Pesos Badlar + 275 pb due 2014	5439				763,341				763,341		763,341
Secured Bonds due 2018	2405				142,839				142,839		142,839
Discount Bonds	45696				31,680				31,680		31,680
Other					4,001				4,001		4,001


Subtotal in pesos					1,778,587		2,078,533		1,778,587		1,778,587


In foreign currency


Subtotal in foreign currency					--,--		2,516		--,--		--,--


Subtotal Government securities at fair value					1,778,587		2,081,049		1,778,587		1,778,587


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


		- 40 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


			Holding
Description	ID Caja de Valores		Market value o present value		Book balance as of 03-31-2012		Book balance as of 12-31-2011		Position without options		Final position

Instruments issued by the BCRA

BCRA Bills
At fair value

Argentine Central Bank Internal Bills due 05-30-12		46224				98,326				98,326		98,326
Argentine Central Bank Internal Bills due 05-09-12		46223				81,642				81,642		81,642
Argentine Central Bank Internal Bills due 06-27-12		46225				48,718				48,718		48,718
Argentine Central Bank Internal Bills due 04-04-12		46140				26,993				26,993		26,993
Other						24,245				24,245		24,245

Subtotal at fair value						279,924		750		279,924		279,924

Repurchase transactions

Argentine Central Bank Internal Bills due 10-30-13		46216		699,949		699,949				--,--		--,--
Argentine Central Bank Internal Bills due 09-05-12		46227		116,132		116,132				--,--		--,--
Argentine Central Bank Internal Bills due 08-29-12		46228		47,643		47,643				--,--		--,--

Subtotal repurchase transactions						863,724		1,076,058		--,--		--,--

At amortized cost

Argentine Central Bank Internal Bills due 08-01-12		46222				574,100				574,100		574,100
Argentine Central Bank Internal Bills due 09-26-12		46181				564,796				564,796		564,796
Argentine Central Bank Internal Bills due 06-06-12		46221				488,078				448,078		448,078
Argentine Central Bank Internal Bills due 04-11-12		46209				273,996				273,996		273,996
Argentine Central Bank Internal Bills due 05-02-12		46165				227,467				227,467		227,467
Argentine Central Bank Internal Bills due 07-25-12		46198				205,291				205,291		205,291
Other						49,690				49,690		49,690

Subtotal at amortized cost						2,383,418		1,275,218		2,383,418		2,383,418

BCRA Notes
At fair value

Argentine Central Bank Internal Bills (Badlar) due 05-15-13		46020				7,749				7,749		7,749
Argentine Central Bank Internal Bills (Badlar) due 01-23-13		46155				5,270				10,540		10,540
Argentine Central Bank Internal Bills (Badlar) due 04-04-12						--,--				21,597		21,597

Subtotal at fair value						13,019		418,249		39,886		39,886

At amortized cost

Argentine Central Bank Internal Bills (Badlar) due 07-18-12		46153				209,103				209,103		209,103
Argentine Central Bank Internal Bills (Badlar) due 05-16-12		46143				205,464				205,464		205,464
Other						11,628				11,628		11,628

Subtotal at amortized cost						426,195		677,697		426,195		426,195



Subtotal instruments issued by the BCRA						3,966,280		3,447,972		3,129,423		3,129,423

TOTAL GOVERNMENT SECURITIES						5,745,031		5,529,185		4,908,174		4,908,174


		- 41 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


			Holding
Description	ID Caja de Valores		Market value	Book balance as of 03-31-2012		Book balance as of 12-31-2011		Position without options		Final position

INVESTMENTS IN LISTED PRIVATE SECURITIES

Other debt instruments
Local
In foreign currency

Petrobrás Energía Corporate Bonds		40668			84				84		84


Subtotal in foreign currency					84		81		84		84


Subtotal Other debt instruments					84		81		84		84


Other Equity instruments
Local
In pesos


Subtotal in pesos					--,--		3		--,--		--,--


From abroad
In foreign currency

Silicon Graphics Inc.		6003			42				42		42
Other					22				22		22


Subtotal in foreign currency					64		70		64		64


Subtotal Equity instruments					64		73		64		64


TOTAL INVESTMENTS IN LISTED PRIVATE SECURITIES					148		154		148		148


TOTAL GOVERNMENT AND PRIVATE SECURITIES					5,745,179		5,529,339		4,908,322		4,908,322


		- 42 -

EXHIBIT B

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish-See note 20)

-Stated in thousands of pesos-


	03-31-2012		12-31-2011

COMMERCIAL PORTFOLIO

Normal performance		14,838,606		14,611,493

Preferred collaterals and counter guaranty “A”		303,085		367,394
Preferred collaterals and counter guaranty “B”		322,873		305,436
Without senior security or counter guaranty		14,212,648		13,938,663

With special follow-up		13,353		15,934

Under observation
Without senior security or counter guaranty		13,353		15,934

With high risk of uncollectibility		11,014		3,896

Without senior security or counter guaranty		11,014		3,896
Uncollectible		2,488		1,552

Without senior security or counter guaranty		2,488		1,552

Total		14,865,461		14,632,875


		- 43 -

EXHIBIT B

(Contd.)

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish-See note 20)

-Stated in thousands of pesos-


	03-31-2012		12-31-2011

CONSUMER AND HOUSING PORTFOLIO

Normal performance		9,425,941		9,140,335

Preferred collaterals and counter guaranty “A”		7,836		10,046
Preferred collaterals and counter guaranty “B”		790,763		636,627
Without senior security or counter guaranty		8,627,342		8,493,662

Low risk		82,393		63,662

Preferred collaterals and counter guaranty “A”		104		108
Preferred collaterals and counter guaranty “B”		6,911		4,820
Without senior security or counter guaranty		75,378		58,734

Medium risk		62,826		50,478

Preferred collaterals and counter guaranty “B”		3,059		2,571
Without senior security or counter guaranty		59,767		47,907

High risk		41,111		33,717

Preferred collaterals and counter guaranty “B”		2,486		1,981
Without senior security or counter guaranty		38,625		31,736

Uncollectible		4,858		4,782

Preferred collaterals and counter guaranty “B”		1,872		1,519
Without senior security or counter guaranty		2,986		3,263

Uncollectible, classified as such under regulatory requirements		110		85

Without senior security or counter guaranty		110		85

Total		9,617,239		9,293,059

General Total (1)		24,482,700		23,925,934

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


		- 44 -

EXHIBIT C

FINANCING FACILITIES CONCENTRATION

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


	03-31-2012				12-31-2011
Number of clients	Outstanding balance		% of total portfolio		Outstanding balance		% of total portfolio

10 largest clients		4,020,791		16.42%		4,116,789		17.21%

50 next largest clients		4,162,035		17,00%		4,279,891		17.89%

100 following clients		2,363,261		9,65%		2,186,175		9.14%

Remaining clients		13,936,613		56,93%		13,343,079		55.76%

Total (1)		24,482,700		100.00%		23,925,934		100.00%

(1)	See (1) in Exhibit B.


		- 45 -

EXHIBIT D

BREAKDOWN BY FINANCING TERMS AS OF MARCH 31, 2012

(Translation of financial statements originally issued in Spanish - See note 20)

- 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		--,--		7,972		--,--		--,--		--,--		--,--		31,342		39,314

Financial sector		--,--		285,286		147,778		244,871		359,372		628,637		283,350		1,949,294

Non financial private sector and residents abroad		38,645		7,945,442		3,156,511		3,624,025		1,774,015		2,330,426		3,625,028		22,494,092

TOTAL		38,645		8,238,700		3,304,289		3,868,896		2,133,387		2,959,063		3,939,720		24,482,700	(1)

(1)	See (1) in Exhibit B.


		- 46 -

EXHIBIT E

DETAIL OF INVESTMENTS IN OTHER COMPANIES

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish – See note 20)

- 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		03-31-2012		12-31-2011		Main business	Period /Fiscal year end		Capital stock		Stockholders’ equity		Income/ (Loss) for the period / fiscal year

	FINANCIAL INSTITUTIONS, SUPPLEMENTARY AND AUTHORIZED

	Controlled

	Local																	thousand of pesos

33642192049	BBVA Francés Valores Sociedad de Bolsa S.A.	Common		500$	1		12,137		13,840		12,940	Stockholder		03-31-2012		6,390		14,573		948
30663323926	Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	Common		1$	1		35,425,947		11,028		10,934	Pensions fund manager		03-31-2012		65,739		20,465		(6,340)

30707847367	PSA Finance Arg. Cía Financiera S.A.	Common		1,000$	1		26,089		79,001		71,946	Financial institution		03-31-2012		52,178		158,003		14,111

30548590163	BBVA Francés Administradora de Inversiones S.A.Sociedad Gerente de Fondos Comunes de Inversión	Common		1$	1		230.398		48,405		46,067	Investment Fund Manager		03-31-2012		243		50,952		2,461

		Subtotal controlled							152,274		141,887

	Non controlled

	Local

33707124909	Rombo Cía. Financiera S.A.	Common		1,000$	1		24,000		61,649		54,732	Financial Institution		03-31-2012		60,000		154,123		17,292
30598910045	Visa Argentina S.A.	Common		1$	1		1,502,996		6,145		6,145	Services to companies		05-31-2011		15,000		186,220		124,888
30604796357	Banelco S.A.	Common		1$	1		2,574,907		7,261		6,513	Information services		12-31-2011		23,599		60,663		23,809
30690783521	Interbanking S.A.	Common		1$	1		149,556		1,930		1,930	Services		12-31-2011		1,346		84,881		67,511
	Other								281		287

	Banco Latinoamericano de Comercio Exterior	Common B		29$	1		20,221		1,102		1,083	Entidad Bancaria		12-31-2011		1,204,810		3,267,342		357,940

		Subtotal noncontrolled							78,368		70,690

		Total in financial institutions, supplementary and authorized							230,642		212,577

	IN OTHER COMPANIES

	Non controlled

	Local

30685228501	Consolidar Aseguradora de Riesgos del Trabajo S.A. (1)								--,--		30,720	Workers compensation
30500064230	BBVA Consolidar Seguros S.A.	Common		1$	1		1,301,847		15,803		15,102	Insurance		03-31-2012		10,651		129,320		16,897

	Foreign

	Other								55		54

		Subtotal non controlled							15,858		45,876

		Total in other companies							15,858		45,876

		Total investments in other companies							246,500		258,453

(1) See note 1.


		- 47 -

EXHIBIT F

MOVEMENT OF PREMISES AND EQUIPMENT AND OTHER ASSETS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2012 AND

THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


	Net book			Depreciation for the
	value at			period		Net book value at	Net book value at
Description	beginning of fiscal year	Additions	Decreases	Years of useful life	Amount	03-31-2012	12-31-2011

PREMISES AND EQUIPMENT

Real Estate	379,763	8,707	41,868	50	4,675	341,927	379,763
Furniture and Facilities	124,752	8,611	--,--	10	4,215	129,148	124,752
Machinery and Equipment	73,272	5,280	23	5	9,313	69,216	73,272
Automobiles	2,074	73	43	5	186	1,918	2,074

Total	579,861	22,671	41,934		18,389	542,209	579,861


OTHER ASSETS

Advances to suppliers of goods	3,744	893	2,465	--,--	--,--	2,172	3,744
Works of Art	983	--,--	--,--	--,--	--,--	983	983
Leased assets	3,898	--,--	--,--	50	21	3,877	3,898
Property taken as security for loans	2,128	146	52	50	26	2,196	2,128
Stationery and office supplies	5,916	3,195	2,856	--,--	--,--	6,255	5,916
Other	8,635	--,--	--,--	50	47	8,588	8,635

Total	25,304	4,234	5,373		94	24,071	25,304


		- 48 -

EXHIBIT G

MOVEMENT OF INTANGIBLE ASSETS FOR THE THREE MONTH PERIOD

ENDED MARCH 31, 2012 AND THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


	Net book value at				Amortization for the period
Description	beginning of fiscal year		Additions		Years of useful life		Amount		Net book value at 03-31-2012		Net book value at 12-31-2011

Organization and Development expenses (1)		80,911		16,374		1 & 5		8,732		88,553		80,911

Organization and development non-deductible expenses		--,--		3,594		--,--		3,594		--,--		--,--


Total		80,911		19,968				12,326		88,553		80,911

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


		- 49 -

EXHIBIT H

CONCENTRATION OF DEPOSITS

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


	03-31-2012				12-31-2011
Number of clients	Outstanding balance		% of total portfolio		Outstanding balance		% of total portfolio

10 largest clients		2,552,572		8,58%		2,523,264		8.62%

50 next largest clients		2,540,724		8.54%		2,852,034		9.74%

100 following clients		1,846,261		6.20%		1,956,583		6.68%

Remaining clients		22,816,377		76.68%		21,953,035		74.96%



TOTAL		29,755,934		100.00%		29,284,916		100.00%


		- 50 -

EXHIBIT I

BREAKDOWN OF MATURITY TERMS OF DEPOSITS,

OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS AND

SUBORDINATED CORPORATE BONDS

AS OF MARCH 31, 2012

(Translation of financial statements originally issued in Spanish - See note 20)

- 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		24,815,606		4,052,440		554,838		331,076		1,974		--,--		29,755,934


Other liabilities from financial transactions

Argentine Central Bank		17,259		--,--		--,--		--,--		--,--		--,--		17,259

Banks and International Institutions		48,126		99,028		347,874		11,343		1,201		--,--		507,572

Unsubordinated corporate bonds		--,--		1,509		5,086		185,193		148,900		--,--		340,688

Financing received from Argentine financial institutions		27,412		--,--		567		590		376		--,--		28,945

Other		1,732,567		2,464		3,204		4,738		5,532		3,734		1,752,239

Total		1,825,364		103,001		356,731		201,864		156,009		3,734		2,646,703



TOTAL		26,640,970		4,155,441		911,569		532,940		157,983		3,734		32,402,637


		- 51 -

EXHIBIT J

MOVEMENT OF ALLOWANCES FOR THE THREE MONTH PERIOD ENDED

MARCH 31, 2012 AND THE FISCAL YEAR ENDED DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -


						Decreases				Book value
Description	Book value at beginning of fiscal year		Increases (5)			Reversals		Applications		03-31-2012		12-31-2011
DEDUCTED FROM ASSETS
Government securities
– For impairment value		184		2	(4)		--,--		--,--		186		184

Loans
– Allowance for doubtful loans		426,817		56,697	(1)		--,--		23,944		459,570		426,817

Other receivables from financial transactions
– Allowance for doubtful receivables		1,203		--,--	(1)		74		--,--		1,129		1,203

Receivables from financial leases
– Allowance for doubtful receivables		11,944		422	(1)		--,--		--,--		12,366		11,944

Other receivables
– Allowance for doubtful receivables (2)		136,984		79,668			109		206		216,337		136,984

Total		577,132		136,789			183		24,150		689,588		577,132


LIABILITIES-ALLOWANCES
– Contingents commitments (1)		467		--,--			3		--,--		464		467

– Other contingencies		394,198		14,236	(3)		1,801		3,738		402,895		394,198

Total		394,665		14,236			1,804		3,738		403,359		394,665

(1)	Recorded in compliance with the provisions of Communication “A” 3918, as supplemented, of the BCRA, taking into account note 2.3.f).

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

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

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

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


–	Government Securities	2
–	Loans	911
–	Receivables from financial leases	2
–	Other receivables	129


		- 52 -

EXHIBIT K

CAPITAL STRUCTURE AS OF MARCH 31, 2012

(Translation of financial statements originally issued in Spanish - See note 20)

- Stated in thousands of pesos -

SHARES

CAPITAL STOCK

Votes per
share

Issued

Pending

issuance or

distribution

Class

Quantity

Outstanding

In portfolio

Paid in

Common

536,877,850

536,833

--,--

(1)

536,878

(2)

(1)	Shares issued and available to stockholders but not as yet withdrawn.

(2)	Fully registered with the Public Registry of Commerce (See note 1.2.).


		- 53 -

EXHIBIT L

FOREIGN CURRENCY BALANCES AS OF

MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

-Stated in thousands of pesos


Accounts	03-31-2012												12-31-2011
			Total of the period (per type of currency)
	Total of the period		Euro		US Dollars		Pounds Sterling		Yen		Other		Total of the fiscal year
ASSETS

Cash and due from banks		2,846,816		102,996		2,736,743		1,582		141		5,354		2,680,041
Government and private securities		148		--,--		148		--,--		--,--		--,--		2,667
Loans		3,921,930		574		3,921,356		--,--		--,--		--,--		3,859,618
Other receivables from financial transactions		85,130		46,756		36,873		--,--		530		971		190,427
Receivables from financial leases		1,386		--,--		1,386		--,--		--,--		--,--		1,338
Investments in other companies		1,157		--,--		1,157		--,--		--,--		--,--		1,137
Other receivables		149,811		209		149,602		--,--		--,--		--,--		127,944
Suspense items		1,980		1,230		750		--,--		--,--		--,--		616

TOTAL		7,008,358		151,765		6,848,015		1,582		671		6,325		6,863,788

LIABILITIES

Deposits		5,245,146		71,711		5,173,435		--,--		--,--		--,--		5,294,936
Other liabilities from financial transactions		1,414,707		44,537		1,368,758		289		80		1,043		1,355,209
Other liabilities		51,660		10,976		40,684		--,--		--,--		--,--		52,417
Suspense items		3,356		--,--		3,356		--,--		--,--		--,--		332

TOTAL		6,714,869		127,224		6,586,233		289		80		1,043		6,702,894

MEMORANDUM ACCOUNTS

Debit accounts (except contra debit accounts)
Contingent		547,644		27,241		520,403		--,--		--,--		--,--		599,202
Control		17,873,369		60,713		17,731,888		1,758		--,--		79,010		12,799,657
Derivatives		31,262		--,--		31,262		--,--		--,--		--,--		30,032

TOTAL		18,452,275		87,954		18,283,553		1,758		--,--		79,010		13,428,891

Credit accounts (except contra credit accounts)
Contingent		337,583		11,149		326,434		--,--		--,--		--,--		211,405
Control		63,661		12,113		51,548		--,--		--,--		--,--		242,016
Derivatives		35,883		--,--		35,883		--,--		--,--		--,--		34,505

TOTAL		437,127		23,262		413,865		--,--		--,--		--,--		487,926


		- 54 -

EXHIBIT N

ASSISTANCE TO RELATED CLIENTS AND AFFILIATES

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish - See note 20)

- 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			03-31-2012		12-31-2011

1. Loans		1,431,033	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,431,033		1,370,019

- Overdraft		29	--,--	--,--	--,--	--,--	--,--	--,--	--,--		29		17,275

Without senior security or counter guaranty		29	--,--	--,--	--,--	--,--	--,--	--,--	--,--		29		17,275

- Discounted Instruments		14,174	--,--	--,--	--,--	--,--	--,--	--,--	--,--		14,174		5,235

Without senior security or counter guaranty		14,174	--,--	--,--	--,--	--,--	--,--	--,--	--,--		14,174		5,235

- Real Estate Mortgage and Collateral Loans		2,008	--,--	--,--	--,--	--,--	--,--	--,--	--,--		2,008		2,376

Other collaterals and counter guaranty “B”		2,008	--,--	--,--	--,--	--,--	--,--	--,--	--,--		2,008		2,376

- Consumer		487	--,--	--,--	--,--	--,--	--,--	--,--	--,--		487		400

Without senior security or counter guaranty		487	--,--	--,--	--,--	--,--	--,--	--,--	--,--		487		400

- Credit Cards		1,501	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,501		1,491

Without senior security or counter guaranty		1,501	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,501		1,491

- Other		1,412,834	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,412,834		1,343,242

Without senior security or counter guaranty		1,412,834	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,412,834		1,343,242

2. Otherreceivables from financial transactions		21,930	--,--	--,--	--,--	--,--	--,--	--,--	--,--		21,930		28,019

3. Receivablesfrom financial leases		160	--,--	--,--	--,--	--,--	--,--	--,--	--,--		160		222

4. Contingentcommitments		47,985	--,--	--,--	--,--	--,--	--,--	--,--	--,--		47,985		54,287

5. Investmentsin other companies and private securities		234,545	--,--	--,--	--,--	--,--	--,--	--,--	--,--		234,545		216,346

Total		1,735,653	--,--	--,--	--,--	--,--	--,--	--,--	--,--		1,735,653		1,668,893

Total Allowances		14,531	--,--	--,--	--,--	--,--	--,--	--,--	--,--		14,531		13,963

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


		- 55 -

EXHIBIT O

FINANCIAL DERIVATIVES INSTRUMENTS

AS OF MARCH 31, 2012

(Translation of financial statements originally issued in Spanish - See note 20)

- 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	18	10	39		631,100

Swaps	Interest rate hedge	-	Upon expiration of differences	Residentes in Argentina – Non - financial sector	122	91	13		53,679

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	ROFEX	6	3	1		3,074,500

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	MAE	5	3	1		5,274,175

Options	Other hedges	Other	Upon expiration of differences	Residents abroad	6	3	1		67,145

Repo transactions	Financial transactions – own account	Other	Upon expiration of differences	Residents in Argentina – Financial sector	1	1	1		863,724

TOTAL									9,964,323


		- 56 -

CONSOLIDATED BALANCE SHEETS AS OF

MARCH 31, 2012 AND DECEMBER 31, 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


ASSETS:	03-31-2012		12-31-2011
A. CASH AND DUE FROM BANKS:
Cash		2,141,942		2,515,861
Due from banks and correspondents		4,546,058		3,837,567

Argentine Central Bank (BCRA)		4,437,652		3,651,375
Other local		2,559		2,412
Foreign		105,847		183,780

		6,688,000		6,353,428

B. GOVERNMENT AND PRIVATE SECURITIES (note 8.a):
Holdings booked at fair value		1,780,154		2,088,522
Holdings booked at amortized cost		164		164
Instruments issued by the BCRA		3,966,280		3,447,972
Investments in listed private securities		63,606		28,555

Less: Allowances		186		184

		5,810,018		5,565,029

C. LOANS:
To government sector (Exhibit 1)		39,314		46,027
To financial sector (Exhibit 1)		1,171,585		1,146,532

Interfinancial – (Calls granted)		--,--		49,000
Other financing to local financial institutions		1,043,355		996,641
Interest and listed-price differences accrued and pending collection		128,230		100,891
To non financial private sector and residents abroad (Exhibit 1)		22,502,940		21,949,445

Overdraft		3,419,991		2,881,496
Discounted instruments		3,090,667		3,412,091
Real estate mortgage		725,049		736,900
Collateral Loans		1,840,775		1,651,776
Consumer		3,951,312		3,761,698
Credit cards		3,501,314		3,448,437
Other (Note 8.b)		5,723,216		5,829,606
Interest and listed-price differences accrued and pending collection		328,157		316,773
Less: Interest documented together with main obligation		77,541		89,332

Less: Allowances		479,601		444,973

		23,234,238		22,697,031

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)		483,833		417,836
Amounts receivable for spot and forward sales to be settled		933,995		1,181,974
Instruments to be received for spot and forward purchases to be settled		122,389		187,057
Premiums for options bought		4,013		2,431
Unlisted corporate bonds (Exhibit 1)		613		13,424
Non-deliverable forward transactions balances to be settled		19,375		34,249
Other receivables not covered by debtor classification regulations		--,--		6,198
Other receivables covered by debtor classification regulations (Exhibit 1)		123,033		108,885

Less: Allowances		3,497		3,769

		1,683,754		1,948,285

E. RECEIVABLES FROM FINANCIAL LEASES:
Receivables from financial leases (Exhibit 1)		896,811		906,896
Interest accrued pending collection (Exhibit 1)		14,857		12,470
Less: Allowances		12,748		12,279

		898,920		907,087

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions		62,751		55,815
Other (note 8.c)		41,903		70,473

		104,654		126,288

G. OTHER RECEIVABLES:
Other (note 8.d)		928,485		861,662
Other interest accrued and pending collection		1,276		1,820

Less: Allowances		230,988		151,598

		698,773		711,884

H. PREMISES AND EQUIPMENT:		542,450		580,121


I. OTHER ASSETS:		30,624		28,697


J. INTANGIBLE ASSETS:
Organization and development expenses		88,642		80,978

		88,642		80,978

K. SUSPENSE ITEMS:		6,805		6,367


L. OTHER SUBSIDIARIES´ ASSETS (note 8.e):		450		450

TOTAL ASSETS:		39,787,328		39,005,645


		- 57 -

(Contd.)

CONSOLIDATED BALANCE SHEETS AS OF

MARCH 31, 2012 AND DECEMBER 31, 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


LIABILITIES:	03-31-2012		12-31-2011

M. DEPOSITS:
Government sector		1,330,854		1,141,024
Financial sector		32,063		43,882
Non financial private sector and residents abroad		28,352,573		27,980,798

Checking accounts		6,737,315		6,369,212
Savings deposits		9,437,689		9,489,576
Time deposits		11,270,181		11,224,571
Investments accounts		177,891		219,366
Other		587,490		553,286
Interest and listed-price differences accrued payable		142,007		124,787

		29,715,490		29,165,704

N. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank		17,259		18,450

Other		17,259		18,450

Banks and International Institutions		504,083		563,338
Unsubordinated corporate bonds		534,093		294,393
Amounts payable for spot and forward purchases to be settled		74,647		187,166
Instruments to be delivered for spot and forward sales to be settled		997,622		1,181,355
Premiums for options written		1,296		779
Financing received from Argentine financial institutions		231,928		339,883

Interfinancial (calls received)		26,200		114,200
Other financings from local financial institutions		205,716		225,343
Interest accrued payable		12		340
Non-deliverable forward transactions balances to be settled		1,879		5,885
Other (note 8.f)		1,782,348		1,654,957
Interest and listed–price differences accrued payable		32,185		22,313

		4,177,340		4,268,519


O. OTHER LIABILITIES:
Fees payable		311		98
Other (note 8.g)		1,174,063		1,078,231

		1,174,374		1,078,329

P. ALLOWANCES:		506,305		496,233


Q. SUSPENSE ITEMS:		15,408		46,158


R. OTHER SUBSIDIARIES’ LIABILITIES (note 8.h):		337		336


TOTAL LIABILITIES:		35,589,254		35,055,279


S. MINORITY INTEREST IN SUBSIDIARIES (note 5):		89,299		82,109


STOCKHOLDERS’ EQUITY:		4,108,775		3,868,257


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:		39,787,328		39,005,645


		- 58 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2012		12-31-2011
DEBIT ACCOUNTS

Contingent
– Borrowings (unused balances)		9,800		--,--
– Guaranties received		5,183,902		5,259,465
– Contra contingent debit accounts		642,007		500,747

		5,835,709		5,760,212


Control
– Receivables classified as irrecoverable		308,564		319,098
– Other (note 8.i)		67,727,514		55,130,192
– Contra control debit accounts		946,204		1,004,475

		68,982,282		56,453,765

Derivatives
– “Notional” amount of call options bought		31,262		30,032
– “Notional” amount of non-deliverable forward transactions		4,397,934		3,588,570
– Interest rate SWAP		554,779		551,836
– Contra debit derivatives accounts		3,986,624		3,453,746

		8,970,599		7,624,184


For trustee activities
– Funds in trust		6,583		7,117

		6,583		7,117

TOTAL		83,795,173		69,845,278


CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibit 1)		16,773		21,996
– Guaranties provided to the BCRA		132,765		134,235
– Other guaranties given covered by debtor classification regulations (Exhibit 1)		345,161		175,081
– Other guaranties given non covered by debtor classification regulations		83,458		70,649
– Other covered by debtor classification regulations (Exhibit 1)		63,850		98,786
– Contra contingent credit accounts		5,193,702		5,259,465

		5,835,709		5,760,212


Control
– Items to be credited		812,574		720,011
– Other		133,630		284,464
– Contra control credit accounts		68,036,078		55,449,290

		68,982,282		56,453,765


Derivatives
– “Notional” amount of call options written		35,883		34,505
– “Notional” amount of non-deliverable forward transactions		3,950,741		3,419,241
– Contra credit derivatives accounts		4,983,975		4,170,438

		8,970,599		7,624,184


For trustee activities
– Contra credit accounts for trustee activities		6,583		7,117

		6,583		7,117

TOTAL		83,795,173		69,845,278

The accompanying notes 1 through to 8 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.


		- 59 -

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2012		03-31-2011
A. FINANCIAL INCOME

Interest on loans to the financial sector		58,957		28,198
Interest on overdraft		152,667		83,936
Interest on discounted instruments		134,566		55,995
Interest on real estate mortgage		30,337		29,817
Interest on collateral loans		82,829		34,708
Interest on credit card loans		140,697		76,178
Interest on other loans		364,656		215,701
Interest from other receivables from financial transactions		9,777		5,165
Interest on financial leases		38,191		24,440
Income from secured loans - Decree 1387/01		1,014		59,372
Net income from government and private securities		149,270		200,035
Net income from options		1,021		639
Indexation by CER		32,144		8,872
Gold and foreign currency exchange difference		44,184		61,340
Other		53,904		20,338

		1,294,214		904,734

B. FINANCIAL EXPENSE

Interest on savings deposits		2,866		1,902
Interest on time deposits		395,694		194,393
Interest on interfinancial financing (calls received)		1,141		310
Interest on other financing from financial institutions		9,973		4,849
Interest on other liabilities from financial transactions		27,265		3,779
Other interest		3,273		1,592
Indexation by CER		48		47
Contribution to the deposit guarantee fund		12,684		9,878
Other		59,354		34,721

		512,298		251,471

GROSS INTERMEDIATION MARGIN – GAIN		781,916		653,263


C. ALLOWANCES FOR LOAN LOSSES		58,881		41,576


D. SERVICE CHARGE INCOME

Related to lending transactions		202,146		143,852
Related to liability transactions		206,207		163,869
Other commissions		27,002		24,289
Other (note 8.j)		119,676		87,451

		555,031		419,461

E. SERVICE CHARGE EXPENSE

Commissions		89,427		84,060
Other (note 8.k)		48,413		31,639

		137,840		115,699


		- 60 -

(Contd.)

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2012		03-31-2011
F. ADMINISTRATIVE EXPENSES

Payroll expenses		413,724		334,837
Fees to Bank Directors and Supervisory Committee		570		190
Other professional fees		9,835		9,409
Advertising and publicity		25,364		24,295
Taxes		50,194		37,858
Fixed assets depreciation		18,408		15,052
Organizational expenses amortization		8,737		7,010
Other operating expenses		94,727		74,826
Other		70,979		47,688

		692,538		551,165

NET GAIN FROM FINANCIAL TRANSACTIONS		447,688		364,284


RESULTS OF MINORITY INTEREST IN SUBSIDIARIES		(7,189)		(18,057)


G. OTHER INCOME

Income from long-term investments		11,152		6,518
Punitive interests		1,872		925
Loans recovered and reversals of allowances		16,670		16,341
Other (note 8.l)		132,903		68,144

		162,597		91,928

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA		15		20
Charge for uncollectibility of other receivables and other allowances		94,290		34,943
Amortization of difference arising from judicial resolutions		3,594		3,542
Depreciation and losses from miscellaneous assets		110		99
Other (note 8.m)		8,993		121,847

		107,002		160,451

NET GAIN BEFORE INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		496,094		277,704


I. INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME		255,576		82,222


NET INCOME FOR THE PERIOD		240,518		195,482

The accompanying notes 1 through 8 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.


		- 61 -

CONSOLIDATED STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2012 AND 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2012			03-31-2011
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year		6,618,270	(1)		6,251,784	(1)
Cash and cash equivalents at the end of the period		6,910,323	(1)		6,577,541	(1)

Net increase in cash and cash equivalents		292,053			325,757


REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
-Government and private securities		(75,727)			(435,492)
- Loans		477,078			(552,034)

to financial sector		(59,714)			(71,527)
to non-financial public sector		7,762			(9,765)
to non-financial private sector and residents abroad		529,030			(470,742)
- Other receivables from financial transactions		(33,087)			23,813
- Receivables from financial leases		8,167			(68,572)
- Deposits		74,066			1,329,192

to financial sector		(11,819)			15,406
to non-financial public sector		194,303			285,194
to non-financial private sector and residents abroad		(108,418)			1,028,592
- Other liabilities from financial transactions		51,138			394,876

Financing from financial or interfinancial sector (calls received)		(88,000)			27,700
Others (except liabilities included in Financing Activities)		139,138			367,176
Collections related to service charge income		549,779			417,317
Payments related to service charge expense		(136,681)			(115,592)
Administrative expenses paid		(667,069)			(516,942)
Organizational and development expenses paid		(6,580)			(11,577)
Net collections from punitive interest		1,666			813
Differences from judicial resolutions paid		(3,594)			(3,542)
Collections of dividends from other companies		21			2,228
Other collections / (payments) related to other income and expenses		149,135			(35,554)


Net cash flows provided by operating activities		388,312			428,934


Investment activities

Net collections / (payments) from premises and equipment		19,263			(17,595)
Net (payments) / collections from other assets		(2,037)			1,223
Collections from sales of ownership interests in other companies		14,733			--,--
Other payments from investment activities		(70,683)			(56,471)


Net cash flows used in investment activities		(38,724)			(72,843)


Financing activities

Net collections from:
- Unsubordinated corporate bonds		239,700			--,--
- Argentine Central Bank		(960)			(140)


Other		(960)			(140)
- Banks and international agencies		(59,255)			52,674
- Financing received from local financial institutions		(19,627)			54,358
Other payments from financing activities		(217,393)			(137,226)


Net cash flows used in financing activities		(57,535)			(30,334)



Net increase in cash and cash equivalents		292,053			325,757

(1) See note 7 “Statement of cash and cash equivalents flow”.


		- 62 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

WITH SUBSIDIARIES AS OF MARCH 31, 2012, PRESENTED IN COMPARATIVE FORM WITH

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

AND CASH AND CASH EQUIVALENTS FLOW

AS OF MARCH 31, 2011

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

(Translation of financial statements originally issued in Spanish - See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-

1.	SIGNIFICANT ACCOUNTING POLICIES AND SUBSIDIARIES

General rule

In accordance with the procedures set forth in BCRA’s regulations and Technical Pronouncement Nr. 21 of the Argentine Federation of Professional Councils in Economic Sciences, BBVA Banco Francés S.A. (hereinafter indistinctly referred to as either “BBVA Francés” or the “Bank”) has consolidated - line by line – its balance sheets as of March 31, 2012 and the end of the previous fiscal year, and the statements of income and cash and cash equivalents flow for the three month periods ended March 31, 2012 and 2011, as per the following detail:

–

As of March 31, 2012:

With the financial statements of BBVA Francés Valores Sociedad de Bolsa S.A., PSA Finance Argentina Cía. Financiera S.A. and BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión for the three month periods ended March 31, 2012 and 2011.

With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) for the nine month periods ended March 31, 2012 and 2011 and with the financial statements of Consolidar Cía. de Seguros de Retiro for the nine month period ended March 31, 2011.

–

As of December 31, 2011:

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

The results and cash and cash equivalents flow of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) have been adjusted for purposes of comparison of the fiscal years of companies consolidating on the basis of a three month period ended on March 31, 2012 and 2011. The results and cash and cash equivalents flow of Consolidar Cía. de Seguros de Retiro S.A. have been adjusted for purposes of comparison of the fiscal year of companies consolidating on the basis of a three month period ended on March 31, 2011.

Interests in subsidiaries as of March 31, 2012 and as of the end of the previous fiscal year are listed below:


		- 63 -


	Shares						Interest percentage in
	Type		Quantity				Total Capital				Possible Votes
Companies			03-31-2012		12-31-2011		03-31-2012		12-31-2011		03-31-2012		12-31-2011
BBVA Francés Valores Soc. de Bolsa S.A.		Common		12,137		12,137		94.9687		94.9687		94.9687		94.9687
Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)		Common		35,425,947		35,425,947		53.8892		53.8892		53.8892		53.8892
PSA Finance Argentina Cía Financiera S.A.		Common		26,089		26,089		50.0000		50.0000		50.0000		50.0000
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		Common		230,398		230,398		95.0000		95.0000		95.0000		95.0000

Total assets, liabilities and stockholders´ equity in accordance with the criteria defined in note 2 below, as of March 31, 2012 and the end of the previous fiscal year and net income balances for the three month periods ended March 31, 2012 and 2011, are listed below:


	Assets				Liabilities				Stockholders’ Equity				Net income/ gain-(loss)
Companies	03-31-2012		12-31-2011		03-31-2012		12-31-2011		03-31-2012		12-31-2011		03-31-2012		03-31-2011

BBVA Francés Valores Soc. de Bolsa S.A.		18,770		20,553		4,197		6,927		14,573		13,626		948		335
Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)		128,212		135,606		107,747		115,316		20,465		20,290		175		(11,834)
Consolidar Cía. de Seguros de Retiro S.A. (see note 1.4 to the stand-alone financial statements)		--,--		--,--		--,--		--,--		--,--		--,--		--,--		58,417
PSA Finance Argentina Cía Financiera S.A.		1,459,770		1,332,974		1,301,767		1,189,082		158,003		143,892		14,111		7,508
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		56,229		52,713		5,277		4,222		50,952		48,491		2,461		2,182

2.	VALUATION METHODS

The financial statements of the subsidiaries have been prepared based on similar methods to those applied by the Bank for preparing its own financial statements, in connection with assets and liabilities valuation, income measurement and restatement procedure as explained in note 2 to the stand-alone financial statements of the Bank. The following are the main differences with the professional accounting standards:

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

—

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

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

—

The commissions paid by PSA Finance Argentina Cía. Financiera S.A. to dealers for granting financing to companies and to the public in general in connection with purchases and sales of automobiles, which in accordance with the rules established by the BCRA are charged to the Income Statement, should be accrued throughout the duration of the loans generated by said dealers in accordance with currently applicable professional accounting standards. Had this criterion been applied, shareholders’ equity would have been increased by 10,893 and 10,380 as of March 31, 2012 and the end of the previous fiscal year, respectively.


		- 64 -

—

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

3.	REFORM OF THE INTEGRATED RETIREMENT AND PENSION SYSTEM

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

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

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

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

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

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

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

In turn, on December 7, 2010, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) filed an action for damages against the National State and the Ministry of Labor, Employment and Social Security with the court of original Federal Jurisdiction over Contentious Administrative Matters No. 4, Clerk of Court’s Office Nr. 7, case file Nr. 40,437/2010. The complaint was ratified by BBVA Francés in its capacity as majority shareholder in that Company. On July 15, 2011, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) and BBVA Francés filed with the same court an enhanced complaint for determining the amounts claimed as damages. On March 9, 2012, the Court ordered the service of process on the National State.

In addition, on April 12, 2011, the Supreme Court of Justice of Argentina affirmed the judgment passed by the court of original Federal Jurisdiction over Contentious Administrative Matters in favour of Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) in connection with the claim for recovery asserted against the tax authorities (AFIP) for the 12,475 in excess of the income tax charge for fiscal 2002 paid by


		- 65 -

the plaintiff by reason of not having applied the inflation adjustment for tax purposes. As Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) is undergoing liquidation proceedings, in order to advance the collection of the receivable arising from the judgment, on June 29, 2011 Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) executed an assignment for valuable consideration of all of the rights to which Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) was entitled in the framework of this legal action to BBVA Francés.

4.	PSA FINANCE ARGENTINA CÍA FINANCIERA S.A.

According to the provisions in Section Three of its By-laws and with the authorization granted by B.C.R.A., the Bank is authorized to carry out all the transactions and activities covered by Section 24 of the Law of Financial Institutions and other expressly authorized by B.C.R.A. On April 22, 2009, the Bank started to receive deposits and therefore, it participates in the Deposit Guarantee Fund created by Law Nr. 24,485.

5.	MINORITY INTEREST IN SUBSIDIARIES

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


	03-31-2012		12-31-2011
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)		9,437		9,356
BBVA Francés Valores Sociedad de Bolsa S.A.		733		686
PSA Finance Argentina Cía Financiera S.A.		79,002		71,946
BBVA Francés Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión		127		121


Total		89,299		82,109

6.	RESTRICTIONS ON ASSETS

BBVA Francés Valores Sociedad de Bolsa S.A. holds two shares of Mercado de Valores de Buenos Aires S.A, booked in the amount of 10,300 and 9,600 as of March 31, 2012 and the end of the previous fiscal year, respectively. These shares have been pledged in favor of “CHUBB Argentina de Seguros S.A.” in security of the contract this insurance company executed with Mercado de Valores de Buenos Aires S.A. to cover the latter’s guaranteeing any noncompliance of stock broking companies with their obligations.

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

7.	STATEMENT OF CASH AND CASH EQUIVALENTS FLOW


	03-31-2012		12-31-2011		03-31-2011		12-31-2010

a) Cash and due from banks		6,687,489		6,353,428		6,011,204		5,691,806

b) Goverment securities		105,334		85,342		479,837		442,478

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of each period or fiscal year		117,500		179,500		86,500		117,500


CASH AND CASH EQUIVALENTS		6,910,323		6,618,270		6,577,541		6,251,784


		- 66 -

8.	BREAKDOWN OF MAIN ITEMS

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


	03-31-2012		12-31-2011

a) GOVERNMENT AND PRIVATE SECURITIES

* Holdings booked at fair value

Secured Bonds due in 2020		836,726		828,433
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014		763,341		1,017,471
Secured Bonds due in 2018		142,839		178,727
Discount Bonds in pesos		31,680		23,377
Federal Government Bocon PRO 12		--,--		14,814
Federal Government Bonds in Pesos Badlar + 350 bp due in 2013		--,--		12,795
Other		5,568		12,905


Total		1,780,154		2,088,522


* Holdings booked at amortized cost

Other		164		164


Total		164		164

* Instruments issued by the BCRA
BCRA Bills (LEBAC)		3,527,066		2,352,026
BCRA Notes (NOBAC)		439,214		1,095,946

Total		3,966,280		3,447,972


* Investments in listed private securities

FBA Ahorro Pesos Investment Fund		23,844		24,619
HF Pesos Plus Investment Fund		19,168		--,--
GOAL Capital Plus Clase B Investment Fund		13,309		--,--
FBA Renta Pesos Investment Fund		3,102		3,039
ALPHA Ahorro Pesos Investment Fund		2,915		--,--
Other		1,268		897


Total		63,606		28,555


- Allowances		(186)		(184)


Total		5,810,018		5,565,029


		- 67 -


	03-31-2012		12-31-2011

b) LOANS – Other

Loans granted to pre-finance and finance exports		3,038,238		3,003,322
Fixed-rate financial loans		2,429,351		2,640,216
Financial loans to foreign institutions		120,177		70,704
Other		135,450		115,364


Total		5,723,216		5,829,606


c) INVESTMENTS IN OTHER COMPANIES – Other

In companies-supplementary activities		26,045		24,597
In other companies- unlisted		15,858		45,876


Total		41,903		70,473


d) OTHER RECEIVABLES – Other

Guarantee deposits		240,539		201,904
Tax prepayments		212,656		121,481
Miscellaneous receivables		186,097		234,533
Loans to personnel		181,480		178,256
Prepayments		103,506		110,886
Other		4,207		14,602


Total		928,485		861,662


e) OTHER SUBSIDIARIES’ ASSETS

Other related to insurance business		450		450


Total		450		450


f) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS - Other

Collections and other operations for the account of third parties		663,875		473,628
Accounts payable for consumption		452,335		547,354
Other withholdings and collections at source		250,935		261,986
Money orders payable		171,928		174,928
Social security payment orders pending settlement		63,863		4,987
Loans received from Fondo Tecnológico Argentina (FONTAR) and Banco de Inversión y Comercio Exterior (B.I.C.E)		59,715		49,324
Pending Banelco debit transactions		24,428		36,505
Loans received from Interamerican Development Bank (IDB)		14,667		15,945
Other		80,602		90,300


Total		1,782,348		1,654,957


		- 68 -


	03-31-2012		12-31-2011

g) OTHER LIABILITIES – Other

Accrued taxes		629,009		431,534
Accrued salaries and payroll taxes		239,107		240,783
Miscellaneous payables		223,922		324,307
Amounts collected in advance		80,156		79,470
Other		1,869		2,137

Total		1,174,063		1,078,231


h) OTHER SUBSIDIARIES´ LIABILITIES

Other related to insurance business		337		336

Total		337		336


i) MEMORANDUM ACCOUNTS – DEBIT – CONTROL – Other

Securities representative of investment in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine Republic		43,985,594		35,717,602
Items in safekeeping		20,559,567		16,094,866
Checks not yet credited		2,257,336		2,567,258
Collections items		456,499		400,241
Checks drawn on the Bank pending clearing		350,209		254,125
Other		118,309		96,100

Total		67,727,514		55,130,192


	03-31-2012		03-31-2011

j) SERVICE CHARGE INCOME - Other

Commissions for hiring of insurances		56,646		37,930
Rental of safe-deposit boxes		22,015		16,692
Commissions for loans and guaranties		17,700		12,441
Commissions for transportations of values		4,022		2,216
Commissions for salary payment		2,321		2,088
Commissions for capital market transactions		833		1,444
Commissions for trust management		196		244
Other		15,943		14,396

Total		119,676		87,451


k) SERVICE CHARGE EXPENSE - Other

Turn-over tax		35,518		24,617
Insurance paid on lease transactions		7,708		4,530
Other		5,187		2,492

Total		48,413		31,639


		- 69 -


	03-31-2012		03-31-2011

l) OTHER INCOME – Other

Deferred income tax (1)		79,000		26,400
Gain from the sale of premises and equipment and other assets		36,902		452
Related parties expenses recovery		4,146		3,050
Rent		379		181
Income tax Consolidar Retiro S.A.		--,--		29,569
Premiums – Insurance companies		--,--		3,723
Others		12,476		4,769

Total		132,903		68,144


(1) Offset by a charge for the same amount in the line Charge for uncollectibility of other receivables and other allowances under the caption Other expense item.

m) OTHER EXPENSE – Other

Insurance companies, mathematical reserve		--,--		55,081
Life Annuities – Consolidar Cía. de Seguros de Retiro S.A.		--,--		45,968
Other		8,993		20,798

Total		8,993		121,847


		- 70 -

EXHIBIT 1

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish-See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2012		12-31-2011

COMMERCIAL PORTFOLIO

Normal performance		14,078,582		13,840,259


Preferred collaterals and counter guaranty “A”		303,085		367,394
Other collaterals and counter guaranty “B”		331,273		314,204
Without senior security or counter guaranty		13,444,224		13,158,661

With special follow-up		13,353		15,934

Under to an observation
Without senior security or counter guaranty		13,353		15,934

With high risk of uncollectibility		11,014		3,896


Without senior security or counter guaranty		11,014		3,896

Uncollectible		2,488		1,552


Without senior security or counter guaranty		2,488		1,552

Total		14,105,437		13,861,641


		- 71 -

EXHIBIT 1

(Contd.)

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(Translation of financial statements originally issued in Spanish-See note 20 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2012		12-31-2011

CONSUMER AND HOUSING PORTFOLIO

Normal performance		10,824,083		10,426,160

Preferred collaterals and counter guaranty “A”		7,836		10,046
Other collaterals and counter guaranty “B”		2,072,012		1,822,317
Without senior security or counter guaranty		8,744,235		8,593,797

Low risk		115,713		86,230

Preferred collaterals and counter guaranty “A”		104		108
Other collaterals and counter guaranty “B”		38,353		26,253
Without senior security or counter guaranty		77,256		59,869

Medium risk		71,371		55,396

Other collaterals and counter guaranty “B”		10,872		7,099
Without senior security or counter guaranty		60,499		48,297

High risk		46,918		38,180

Other collaterals and counter guaranty “B”		7,640		5,794
Without senior security or counter guaranty		39,278		32,386

Uncollectible		11,259		11,767

Other collaterals and counter guaranty “B”		6,519		6,457
Without senior security or counter guaranty		4,740		5,310

Uncollectible, classified as such under regulatory requirements		156		168

Other collaterals and counter guaranty “B”		46		82
Without senior security or counter guaranty		110		86

Total		11,069,500		10,617,901

General Total (1)		25,174,937		24,479,542

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

INDEPENDENT AUDITORS’ LIMITED REVIEW REPORT

To the President and the Board of Directors of

BBVA BANCO FRANCÉS S.A.

Reconquista 199

City of Buenos Aires

1.	Identification of the financial statements subject to our review

We have reviewed:

the accompanying financial statements of BBVA BANCO FRANCÉS S.A. (“BBVA Francés” or the “Bank”), which comprise the balance sheet as of March 31, 2012 and the statement of income, statement of changes in stockholders´ equity and cash and cash equivalents flow for the three-month period then ended, with their notes 1 to 20 (notes 2 and 4 describe a summary of significant accounting policies), and supplemental Exhibits “A” through “L”, “N” and “O”; and

the consolidated financial statements of BBVA Francés and its subsidiaries (listed in note 1 to the consolidated financial statements), which comprise the consolidated balance sheet as of March 31, 2012 and the consolidated statement of income and the consolidated cash and cash equivalents flow for the three-month period then ended, with their notes 1 to 8 and the supplemental Exhibit 1.

The balance sheet (both the stand-alone and the consolidated balance sheets) and certain related supplemental information referred to above are presented for comparative purposes with the balance sheets and supplemental information for the year ended December 31, 2011.

The statements of income, of changes in stockholders´equity and cash and cash equivalents flow referred to above (the stand-alone and the consolidated financial statements) and certain related supplemental information are presented for comparative purposes with the statements and supplemental information for the three-month period ended March 31, 2010.

The Bank´s Board of Directors and Management are responsible for the preparation and fair presentation of such financial statements in conformity with applicable accounting standards. They are also responsible for the existence of internal control considered necessary to enable the presentation of financial statements free from material misstatement, whether due to errors or omissions or to irregularities. Our responsibility is to issue a limited review report on such financial statements, based on our limited review performed in accordance with the scope of described in caption 2 of this report.

2.	Scope of our review

Our review was limited to the application of the procedures established by the auditing standards generally accepted in Argentina and the “Minimum Standards applicable for External Audits” established by the Argentine Central Bank (B.C.R.A.) for the limited reviews of financial statements corresponding to interim periods. These standards determine a scope which is substantially less than the application of all auditing procedures necessary to be able to issue an audit opinion on financial statements taken as a whole. Accordingly, we do not express an opinion on the balance sheet position of the Bank as of March 31, 2012, on the results of its operations, the changes in its stockholders´equity and its cash and cash equivalents flow for the three-month period then ended.

3.	Explanatory paragraph

The stand-alone and the consolidated financial statements referred to in paragraphs a) and b) of caption 1 of this report have been prepared by the Bank in accordance with the accounting standards established by the B.C.R.A., which differ from the professional accounting standards currently in force in Argentina concerning the matters indicated in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

4.	Limited review report

Based on our limited review procedures performed with the scope indicated in caption 2 of this report, which did not include all the auditing procedures necessary to enable us to express an opinion on the financial statements taken as a whole, we are in position to report that:

the financial statements of BBVA Francés both individually and consolidated with its subsidiaries companies mentioned in paragraphs a) and b) of caption 1 of this report, give consideration to all the significant facts and circumstances of which we are aware of, and

we have no observations to present on the referred financial statements, other than those indicated under caption 3.

In relation to the figures for the year ended December 31, 2011 and those for the three-month period ended March 31, 2011, which are presented for comparative purposes as indicated in caption 1 of this report which we have checked with those of the corresponding financial statements,

our Independent Auditors´ Report on the financial statements for the year ended December 31, 2011 was issued on February 9, 2012 and was qualified due to certain departures from professional accounting standards currently in force in Argentina, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

our Independent Auditors´ Limited Review Report on the financial statements for the three-month period ended March 31, 2011 was issued on May 9, 2011, including an observation originated in certain departures from professional accounting standards in force in Argentina, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

5.	English translation of statutory financial statements

This report and the financial statements referred to in caption 1 have been translated into English for the convenience of English-speaking readers. As further explained in note 20 to the accompanying stand-alone financial statements, the financial statements (both the stand-alone and the consolidated financial statements) are the English translation of those originally prepared by the Bank in Spanish and presented in accordance with the accounting standards of B.C.R.A. and except for the matters described in caption 3, with the professional accounting standards in force in Argentina. The effects of the differences between the accounting standards of B.C.R.A. and the professional accounting standards in force in Argentina, and the accounting principles generally accepted in the countries in which the financial statements are to be used have not been quantified. Accordingly, the accompanying financial statements are not intended to present the financial position, results of operations, stockholders’ equity or cash and cash equivalents flow in accordance with accounting principles generally accepted in the countries of users of the financial statements, other than Argentina.

City of Buenos Aires, May 10, 2012.

ROXANA M. FIASCHE

Partner

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.