Banco Bilbao Vizcaya Argentaria
Annual Report 2014

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Plain-text annual report

Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU- IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Annual Report Financial Statements, Management Report and Audit Report 2014 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Contents Financial Statements Balance sheets ........................................................................................................................................ 5 Income statements ................................................................................................................................... 8 Statements of recognized income and expenses ........................................................................................ 10 Statements of changes in equity ............................................................................................................... 11 Statements of cash flows ......................................................................................................................... 13 Notes to the Accompanying Financial Statements 1. 2. 3. 4. 5. 6. 7. 8. Introduction, basis for presentation of the financial statements and internal control of financial information and other information ......................................................................................................................................................................................................................... 15 Accounting policies and valuation criteria applied .............................................................................................................................................................................. 17 System of shareholder remuneration ............................................................................................................................................................................................................... 34 Earnings per share .................................................................................................................................................................................................................................................................... 36 Risk management ..................................................................................................................................................................................................................................................................... 36 Fair value of financial instruments .........................................................................................................................................................................................................................66 Cash and balances with central banks ............................................................................................................................................................................................................. 74 Financial assets and liabilities held for trading ........................................................................................................................................................................................ 74 9. Other financial assets and liabilities at fair value through profit or loss .....................................................................................................................77 10. Available-for-sale financial assets ..............................................................................................................................................................................................................................77 11. Loans and receivables ...........................................................................................................................................................................................................................................................81 12. Hedging derivatives (receivable and payable) and Fair-value changes of the hedged items in portfolio hedges of interest-rate risk ............................................................................................................................................................................................................................................. 83 13. Non-current assets held for sale .............................................................................................................................................................................................................................. 86 14. Investments in entities ......................................................................................................................................................................................................................................................... 88 15. Tangible assets .............................................................................................................................................................................................................................................................................. 95 16. Intangible assets .......................................................................................................................................................................................................................................................................... 96 17. Tax assets and liabilities ...................................................................................................................................................................................................................................................... 97 18. Other assets and liabilities ............................................................................................................................................................................................................................................ 102 19. Financial liabilities at amortized cost ................................................................................................................................................................................................................ 102 20. Provisions.......................................................................................................................................................................................................................................................................................... 108 21. Pensions and other post-employment commitments ................................................................................................................................................................. 110 22. Common stock ............................................................................................................................................................................................................................................................................. 117 23. Share premium ............................................................................................................................................................................................................................................................................ 119 2 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 24. Reserves ............................................................................................................................................................................................................................................................................................. 120 25. Treasury stock ............................................................................................................................................................................................................................................................................... 121 26. Valuation adjustments ....................................................................................................................................................................................................................................................... 122 27. Capital base and capital management ............................................................................................................................................................................................................123 28. Contingent risks and commitments .................................................................................................................................................................................................................. 125 29. Other contingent assets and liabilities ............................................................................................................................................................................................................ 126 30. Purchase and sale commitments and future payment obligations ............................................................................................................................ 126 31. Transactions for the account of third parties ......................................................................................................................................................................................... 126 32. Interest income and expense and similar items ................................................................................................................................................................................. 127 33. Dividend income ....................................................................................................................................................................................................................................................................... 128 34. Fee and commission income .................................................................................................................................................................................................................................... 129 35. Fee and commission expenses .............................................................................................................................................................................................................................. 129 36. Net gains (losses) on financial assets and liabilities .........................................................................................................................................................................130 37. Other operating income and expenses .......................................................................................................................................................................................................... 131 38. Administration costs ..............................................................................................................................................................................................................................................................132 39. Depreciation and amortization .................................................................................................................................................................................................................................135 40. Provisions (net) .............................................................................................................................................................................................................................................................................135 41. Impairment losses on financial assets (net) ...............................................................................................................................................................................................135 42. Impairment losses on other assets (net) ...................................................................................................................................................................................................... 136 43. Gains (losses) on derecognized assets not classified as non-current assets held for sale .............................................................. 136 44. Gains (losses) on non-current assets held for sale ............................................................................................................................................................................137 45. Statements of cash flows .................................................................................................................................................................................................................................................137 46. Accountant fees and services ................................................................................................................................................................................................................................... 138 47. Related-party transactions ............................................................................................................................................................................................................................................ 138 48. Remuneration and other benefits of the Board of Directors and Members of the Bank’s Management Committee ....................................................................................................................................................................................................................................................................................... 140 49. Other information .................................................................................................................................................................................................................................................................... 145 50. Subsequent events................................................................................................................................................................................................................................................................. 147 51. Explanation added for translation into English .................................................................................................................................................................................... 148 3 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Appendices APPENDIX I BBVA Group consolidated financial statements .................................................................. 150 APPENDIX II Additional information on subsidiaries composing the BBVA Group ...................................... 161 APPENDIX III Additional information on investments and jointly controlled companies accounted for under the equity method in the BBVA Group .................................................................... 169 APPENDIX IV Changes and notification of investments and divestments in the BBVA Group in 2013 .......... 170 APPENDIX V Fully consolidated subsidiaries with more than 10% owned by non-Group shareholders as of December 31, 2014 .................................................................................................. 173 APPENDIX VI BBVA Group’s securitization funds .................................................................................... 174 APPENDIX VII Details of the outstanding subordinated debt and preferred securities issued by the Bank as of December 31, 2014 and 2013 ................................................................................... 175 APPENDIX VIII Balances held in foreign currency as of December 31, 2014 and 2013............................... 176 APPENDIX IX Income statements for the first and second half of 2014 and 2013 .................................... 177 APPENDIX X Information on data derived from the special accounting registry ........................................ 178 APPENDIX XI Risks related to the developer and real-estate sector in Spain ............................................. 183 APPENDIX XII Refinanced and restructured operations and other requirements under Bank of Spain Circular 6/2012 ............................................................................................................. 187 APPENDIX XIII Agency Network ............................................................................................................ 194 APPENDIX XIV Conciliation of the balance sheet and the income statement for 2013. ................................ 208 Glossary Management Report 4 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Balance sheets as of December 31, 2014 and 2013 ASSETS CASH AND BALANCES WITH CENTRAL BANKS FINANCIAL ASSETS HELD FOR TRADING Loans and advances to credit institutions Loans and advances to cus tomers Debt s ecurities Equity instrum ents Trading derivatives Mem orandum item : Loaned or advanced as collateral OTHER FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS Loans and advances to credit institutions Loans and advances to cus tomers Debt s ecurities Equity instrum ents Mem orandum item : Loaned or advanced as collateral AVAILABLE-FOR-SALE FINANCIAL ASSETS Debt s ecurities Equity instrum ents Mem orandum item : Loaned or advanced as collateral LOANS AND RECEIVABLES Loans and advances to credit institutions Loans and advances to cus tomers Debt s ecurities Mem orandum item : Loaned or advanced as collateral HELD-TO-MATURITY INVESTMENTS Mem orandum item : Loaned or advanced as collateral FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK HEDGING DERIVATIVES NON-CURRENT ASSETS HELD FOR SALE EQUITY METHOD As sociates Jointly controlled entities Subsidiaries INSURANCE CONTRACTS LINKED TO PENSIONS TANGIBLE ASSETS Property, plants and equipment For own us e Other as sets leas ed out under an operating lease Investment properties Mem orandum item : Loaned or advanced as collateral INTANGIBLE ASSETS Goodwill Other intangible ass ets TAX ASSETS Current Deferred OTHER ASSETS TOTAL ASSETS Millions of Euros Notes 2014 2013(*) 7 8 9 10 11 12 12 13 14 21 15 16 17 18 9,262 64,495 - - 15,590 4,264 44,641 7,525 - - - - - - 53,709 47,393 6,316 34,719 230,724 23,813 203,865 3,046 26,689 - - 121 2,112 2,771 26,153 261 3,948 21,944 2,189 1,539 1,534 1,534 - 5 - 874 - 874 8,385 986 7,399 1,507 403,841 12,085 56,631 - - 13,425 4,148 39,058 9,111 - - - - - - 43,301 38,151 5,150 19,200 230,523 20,410 208,313 1,800 37,215 - - 99 2,307 2,195 25,602 818 3,865 20,919 1,989 1,651 1,646 1,646 - 5 - 927 - 927 8,664 1,402 7,262 1,078 387,052 (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the balance sheet as of December 31, 2014. 5 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Balance sheets as of December 31, 2014 and 2013 LIABILITIES AND EQUITY Notes 2014 2013(*) Millions of Euros FINANCIAL LIABILITIES HELD FOR TRADING Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Trading derivatives Short positions Other financial liabilities OTHER FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS 8 9 Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Subordinated liabilities Other financial liabilities FINANCIAL LIABILITIES AT AMORTIZED COST 19 Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Subordinated liabilities Other financial liabilities FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK HEDGING DERIVATIVES LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE PROVISIONS Provisions for pensions and similar obligations Provisions for taxes and other legal contingencies Provisions for contingent exposures and commitments Other provisions TAX LIABILITIES Current Deferred OTHER LIABILITIES TOTAL LIABILITIES 50,976 - - - - 43,826 7,150 - - - - - - - - 305,036 18,400 58,091 187,731 26,754 7,701 6,359 43,599 - - - - 38,531 5,068 - - - - - - - - 301,120 25,487 42,920 188,013 33,787 5,106 5,807 12 12 13 20 17 18 - 1,959 - 1,507 - 6,157 5,267 - 238 652 1,655 29 1,626 1,444 367,227 - 5,782 4,878 - 221 683 978 - 978 1,474 354,460 (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the balance sheet as of December 31, 2014. 6 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Balance sheets as of December 31, 2014 and 2013 LIABILITIES AND EQUITY (Continued) Notes 2014 2013(*) Millions of Euros STOCKHOLDERS’ FUNDS Common Stock Issued Unpaid and uncalled (-) Share premium Reserves Other equity instruments Equity component of com pound financial ins trum ents Other equity instruments Less: Treasury stock Income attributed Less: Dividends and remuneration VALUATION ADJUSTMENTS Available-for-sale financial assets Cash flow hedging Hedging of net investment in foreign transactions Exchange differences Non-current assets held-for-sale Other valuation adjustments TOTAL EQUITY TOTAL LIABILITIES AND EQUITY MEMORANDUM ITEM CONTINGENT RISK CONTINGENT COMMITMENTS 22 23 24 25 26 34,923 3,024 3,024 - 23,992 7,642 47 - 47 (46) 1,105 (841) 1,691 1,781 (82) - 12 - (20) 36,614 403,841 32,708 2,835 2,835 - 22,111 7,244 43 - 43 (20) 1,263 (768) (116) (52) (45) - 1 - (20) 32,592 387,052 Millions of Euros Notes 2014 2013(*) 28 28 45,137 53,968 47,961 53,412 (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the balance sheet as of December 31, 2014. 7 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Income statements for the years ended December 31, 2014 and 2013. Millions of Euros Notes 2014 2013(*) INTEREST AND SIMILAR INCOME INTEREST AND SIMILAR EXPENSES NET INTEREST INCOME DIVIDEND INCOME FEE AND COMMISSION INCOME FEE AND COMMISSION EXPENSES NET GAINS (LOSSES) ON FINANCIAL ASSETS AND LIABILITIES 32 32 33 34 35 36 Financial instruments held for trading 6,763 (3,493) 3,270 2,848 1,773 (308) 1,154 (8) 7,877 (4,589) 3,288 2,257 1,775 (332) 1,125 328 Other financial instruments at fair value through profit or loss - - Other financial instruments not at fair value through profit or loss Rest EXCHANGE DIFFERENCES (NET) OTHER OPERATING INCOME OTHER OPERATING EXPENSES GROSS INCOME ADMINISTRATION COSTS Personnel expenses General and administrative expenses DEPRECIATION AND AMORTIZATION PROVISIONS (NET) IMPAIRMENT LOSSES ON FINANCIAL ASSETS (NET) Loans and receivables Other financial instruments not at fair value through profit or loss NET OPERATING INCOME 37 37 38 39 40 41 1,162 - 109 120 (433) 8,533 (3,664) (2,194) (1,470) (517) (872) (1,868) (1,857) (11) 1,612 797 - 195 131 (641) 7,798 (3,877) (2,352) (1,525) (502) (730) (3,254) (3,224) (30) (565) (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the income statement for the year ended December 31, 2014. 8 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Income statements for the years ended December 31, 2014 and 2013. (Continuación) Millones de euros Notas 2014 2013(*) RESULTADO DE LA ACTIVIDAD DE EXPLOTACIÓN PÉRDIDAS POR DETERIORO DEL RESTO DE ACTIVOS (NETO) Fondo de comercio y otro activo intangible Otros activos GANANCIAS (PÉRDIDAS) EN LA BAJA DE ACTIVOS NO CLASIFICADOS COMO NO CORRIENTES EN VENTA DIFERENCIA NEGATIVA EN COMBINACIONES DE NEGOCIO GANANCIAS (PÉRDIDAS) DE ACTIVOS NO CORRIENTES EN VENTA NO CLASIFICADOS COMO OPERACIONES INTERRUMPIDAS RESULTADO ANTES DE IMPUESTOS IMPUESTO SOBRE BENEFICIOS RESULTADO DEL EJERCICIO PROCEDENTE DE OPERACIONES CONTINUADAS RESULTADO DE OPERACIONES INTERRUMPIDAS (NETO) RESULTADO DEL EJERCICIO 42 43 44.1 17 44.2 1.612 40 - 40 (1) - (371) 1.280 (175) 1.105 - 1.105 (565) 145 - 145 (127) - (370) (917) 1.119 202 1.061 1.263 (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the income statement for the year ended December 31, 2014. 9 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Statements of recognized income and expenses for the years ended December 31, 2014 and 2013. Millions of Euros 2014 2013(*) NET INCOME RECOGNIZED IN INCOME STATEMENT OTHER RECOGNIZED INCOME (EXPENSES) ITEMS NOT SUBJECT TO RECLASSIFICATION TO P&L Actuarial gains and los ses from defined benefit pens ion plans Non-current ass ets available for sale Income tax related to items not s ubject to reclass ification to p&l ITEMS SUBJECT TO RECLASSIFICATION TO P&L Available-for-sale financial assets Valuation gains/(losses) Amounts removed to income statement Reclassifications Cash flow hedging Valuation gains/(losses) Amounts removed to income statement Amounts removed to the initial carrying amount of the hedged items Reclassifications Hedging of net investment in foreign transactions Valuation gains/(losses) Amounts removed to income statement Reclassifications Exchange differences Valuation gains/(losses) Amounts removed to income statement Reclassifications Non-current assets held for sale Valuation gains/(losses) Amounts removed to income statement Reclassifications Rest of recognized income and expenses Income tax relating to items that may be reclassified to profit or (-) loss TOTAL RECOGNIZED INCOME/EXPENSES (*) Presented for comparison purposes only (note 1.3). 1,105 1,807 - - - - 1,807 2,770 3,124 (354) - (53) (53) - - - - - - - 16 17 (1) - - - - - - (926) 2,912 1,263 861 (2) (3) - 1 863 1,294 1,360 (66) - (8) (7) (1) - - - - - - (17) 1 (18) - - - - - - (406) 2,124 The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the statement of recognized income and expenses for the year ended December 31, 2014 10 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Statements of changes in equity for the years ended December 31, 2014 and 2013. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 2014 Balances as of January 1, 2014 (*) Effect o f changes in acco unting po licies (*) Effect o f co rrectio n o f erro rs Adjusted initial balance Total incom e/expense recognized Other changes in equity Co mmo n sto ck increase Co mmo n sto ck reductio n Co nversio n o f financial liabilities into capital Increase o f o ther equity instruments Reclassificatio n o f financial liabilities to o ther equity instruments Reclassificatio n o f o ther equity instruments to financial liabilities Dividend distributio n Transactio ns including treasury sto ck and o ther equity instruments (net) Transfers between to tal equity entries Increase/Reductio n due to business co mbinatio ns P ayments with equity instruments Rest o f increases/reductio ns in to tal equity Of which: A cquisitio n o f the free allo tment rights (No te 3) T o t a l E quit y A t t ribut e d t o t he P a re nt C o m pa ny M illio ns o f E uro s S t o c k ho lde rs ’ F unds C o m m o n S t o c k ( N o t e 2 2 ) S ha re P re m ium ( N o t e 2 3 ) R e s e rv e s ( N o t e 2 4 ) O t he r E quit y Ins t rum e nt s Le s s : T re a s ury S t o c k ( N o t e 2 5 ) P ro f it f o r t he Y e a r Less: D i vi d end s and R emuner at i o ns T o t a l S t o c k ho lde rs ' F unds V a lua t io n A djus t m e nt s ( N o t e 2 6 ) Total Equity 2 ,8 3 5 2 2 ,111 - 2 ,8 3 5 - 18 9 189 - 2 2 ,111 - 1,8 8 1 1,881 - - - - - - - - - - - - - - - - - - - - - - - - 7 ,3 8 4 (140) - 7 ,2 4 4 - 3 9 8 (70) - - - - - - (7) 499 - - (24) - 7 ,6 4 2 4 3 - 4 3 - 4 - - - 34 - - - - (4) - - (26) - 4 7 ( 2 0 ) - ( 2 0 ) - ( 2 6 ) - - - - - - - (26) - - - - - 1,4 0 6 (143) - 1,2 6 3 1,10 5 ( 1,2 6 3 ) - - - - - - - - (1,263) - - - - ( 4 6 ) 1,10 5 ( 7 6 8 ) 3 2 ,9 9 1 ( 116 ) 3 2 ,8 7 5 - ( 7 6 8 ) - ( 7 3 ) - - - - - - (597) - 768 - - (283) - 3 2 ,7 0 8 1,10 5 1,110 2,000 - - 34 - - (597) (33) - - - (244) (294) (244) ( 8 4 1) (244) 3 4 ,9 2 3 - ( 116 ) 1,8 0 7 - - - - - - - - - - - - - - - 1,6 9 1 (283) - 3 2 ,5 9 2 2 ,9 12 1,110 2,000 - - 34 - - (597) (33) - - - (294) (244) 3 6 ,6 14 B a la nc e s a s o f D e c e m be r 3 1, 2 0 14 3 ,0 2 4 2 3 ,9 9 2 (*) Balance as of December 31, 2013, previously published (note 1.3) The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the statement of changes in equity for the year ended December 31, 2014. 11 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Statements of changes in equity for the years ended December 31, 2014 and 2013. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. M illio ns o f E uro s T o t a l Equit y A t t ribut e d t o t he P a re nt C o m pa ny S to c k ho lde rs ’ F unds C o m m o n S t o c k (N o t e 2 2 ) S ha re P re m ium ( N o t e 2 3 ) R e s e rve s ( N o t e 29 ) Ot he r E quit y Ins t rum e nt s Le s s : T re a s ury S t o c k (N o t e 3 5 ) P ro f it f o r t he Y e a r Less: D i vi d end s and R emuner at i o ns T o t a l S t o c kho lde rs ' F unds Va lua t io n A djus t m e nt s ( N o t e 2 6 ) Total Equity (*) 2013 Balances as of January 1, 2013 (**) Effect o f changes in acco unting po licies (**) Effect o f co rrectio n o f erro rs Adjusted initial balance Total incom e/expense recognized Other changes in equity Co mmo n sto ck increase Co mmo n sto ck reductio n Co nversio n o f financial liabilities into capital Increase o f o ther equity instruments Reclassificatio n o f financial liabilities to o ther equity instruments Reclassificatio n o f o ther equity instruments to financial liabilities Dividend distributio n Transactio ns including treasury sto ck and o ther equity instruments (net) Transfers between to tal equity entries Increase/Reductio n due to business co mbinatio ns Payments with equity instruments Rest o f increases/reductio ns in to tal equity Of which: A cquisitio n o f the free allotment rights (No te 3) 2 ,6 7 0 2 0 ,9 68 7,0 4 9 - - - - (123) - 2 ,6 7 0 2 0 ,9 68 6,9 2 6 - 16 5 71 - 94 - - - - - - - - - - - - 1,143 - - 1,143 - - - - - - - - - - - - 3 18 (71) - - - - - - - 90 308 - (9) - - Balances as of Decem ber 31, 2013 2 ,8 3 5 2 2 ,111 7,2 4 4 (*) (*) Presented for comparison purposes only (note 1.3). Balance as of December 31, 2012, previously published (note 1.3) 4 3 - - 4 3 - - - - - 27 - - - - (13) - - (14) - - 4 3 ( 4 1) 1,4 28 ( 1,3 3 4 ) 3 0 ,7 8 3 ( 9 7 7 ) 2 9 ,8 06 - - ( 4 1) - 2 1 - - - - - - - 21 - - - - - - (17) - 1,411 1,2 63 ( 1,411) - - - - - - - - (1,411) - - - - - - - (140) - - - (140) - ( 1,3 3 4 ) 3 0 ,6 4 3 ( 9 7 7 ) 2 9 ,6 66 - 5 6 6 1,2 6 3 8 0 2 8 6 1 - 2 ,124 8 02 - - - - - - (607) - 1,334 - - (161) - (161) - - 1,237 27 - - (607) 21 - 308 - (184) (161) - - - - - - - - - - - - - - - - 1,237 27 - - (607) 21 - 308 - (184) (161) ( 2 0 ) 1,2 63 (7 6 8 ) 3 2 ,7 0 8 ( 116 ) 3 2 ,5 92 The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the statement of changes in equity for the year ended December 31, 2014. 12 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Statements of cash flows for the years ended December 31, 2014 and 2013. Millions of Euros Notes 2014 2013(*) CASH FLOW FROM OPERATING ACTIVITIES (1) Net income for the year 45 Adjustments to obtain the cash flow from operating activities: Depreciation and amortization Other adjustments Net increase/decrease in operating assets Financial assets held for trading Other financial assets designated at fair value through profit or loss Available-for-sale financial assets Loans and receivables Other operating assets Net increase/decrease in operating liabilities Financial liabilities held for trading Other financial liabilities designated at fair value through profit or loss Financial liabilities at amortized cost Other operating liabilities Collection/Payments for income tax CASH FLOWS FROM INVESTING ACTIVITIES (2) Investment 45 Tangible assets Intangible assets Investments Other business units Non-current assets held for sale and associated liabilities Held-to-maturity investments Other settlements related to investing activities Divestments Tangible assets Intangible assets Investments Subsidiaries and other business units Non-current assets held for sale and associated liabilities Held-to-maturity investments Other collections related to investing activities (4,709) 1,105 4,749 517 4,232 (18,714) (7,864) - (10,408) (201) (241) 7,976 7,377 - 1,250 (651) 175 (1,711) 2,194 156 265 714 - 1,059 - - 483 14 - 147 - 322 - - 3,912 1,263 3,885 502 3,383 13,597 7,139 - (10,203) 6,506 10,155 (13,798) (9,835) - (4,388) 425 (1,035) (3,101) 6,957 517 498 4,895 - 1,047 - - 3,856 28 - 1,359 - 2,030 439 - (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the statement of cash flows for the year ended December 31, 2014. 13 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Statements of cash flows for the years ended December 31, 2014 and 2013. (Continued) CASH FLOWS FROM FINANCING ACTIVITIES (3) Investment Dividends Subordinated liabilities Common s tock amortization Treasury stock acquis ition Other items relating to financing activities Divestments Subordinated liabilities Common s tock increas e Treasury stock disposal Other items relating to financing activities EFFECT OF EXCHANGE RATE CHANGES (4) NET INCREASE/DECREASE IN CASH OR CASH EQUIVALENTS (1+2+3+4) CASH OR CASH EQUIVALENTS AT BEGINNING OF THE YEAR CASH OR CASH EQUIVALENTS AT END OF THE YEAR COMPONENTS OF CASH AND EQUIVALENT AT END OF THE YEAR Cas h Balance of cash equivalent in central banks Other financial assets Less: Bank overdraft refundable on demand TOTAL CASH OR CASH EQUIVALENTS AT END OF THE YEAR Millions of Euros Notes 2014 2013(*) 45 3,749 4,108 772 678 - 2,658 - 7,857 3,015 2,000 2,623 219 (152) 168 3,735 1,313 88 - 2,325 9 3,903 1,559 - 2,344 - 27 (2,823) 12,085 9,262 1,006 11,079 12,085 Millions of Euros Notes 2014 2013(*) 726 8,536 - - 9,262 659 11,426 - - 12,085 7 (*) Presented for comparison purposes only (note 1.3). The accompanying Notes 1 to 51 and Appendices I to XIV are an integral part of the statement of cash flows for the year ended December 31, 2014. 14 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. Notes to the financial statements for the year ended December 31, 2014. 1. Introduction, basis for presentation of the financial statements and internal control of financial information and other information 1.1 Introduction Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter “the Bank” or “BBVA") is a private-law entity subject to the laws and regulations governing banking entities operating in Spain. It carries out its activity through branches and agencies across the country and abroad. The Bylaws and other public information are available for consultation at the Bank’s registered address (Plaza San Nicolás, 4 Bilbao) and on its official website: www.bbva.com. In addition to the transactions it carries out directly, the Bank heads a group of subsidiaries, jointly controlled and associated entities which perform a wide range of activities and which together with the Bank constitute the Banco Bilbao Vizcaya Argentaria Group (hereinafter, “the Group” or “the BBVA Group”). In addition to its own individual financial statements, the Bank is therefore obliged to prepare the Group’s consolidated financial statements. The Bank’s financial statements for the year ended December 31, 2014 were approved by the shareholders at the Bank’s Annual General Meeting (“AGM”) held on March 14, 2014. The Bank’s financial statements for the year ended December 31, 2014 are pending approval by the Annual General Meeting. However, the Bank’s Board of Directors considers that the aforementioned financial statements will be approved without any changes. 1.2 Basis for the presentation of the financial statements The Bank's financial statements for 2014 are presented in accordance with Bank of Spain Circular 4/2004, dated December 22, and its subsequent amendments, and with any other legislation governing financial reporting applicable to the Bank. Circular 4/2004 implements and adapts the International Financial Reporting Standards (EU-IFRS) to Spanish credit institutions, following stipulations established under Regulation 1606/2002 of the European Parliament and of the Council, dated July 19, 2002, relating to the application of the International Accounting Standards. The Bank's financial statements for the year ended December 31, 2014 have been prepared by the Bank’s directors (at the Board of Directors meeting held on February 2, 2015) by applying the accounting policies and valuation criteria described in Note 2, so that they present fairly the Bank's equity and financial position as of December 31, 2014, together with the results of its operations and cash flows generated during the year ended on that date. All obligatory accounting standards and valuation criteria with a significant effect in the financial statements were applied in their preparation. The amounts reflected in the accompanying financial statements are presented in millions of euros, unless it is more convenient to use smaller units. Some items that appear without a total in these financial statements do so because of the size of the units used. Also, in presenting amounts in millions of euros, the accounting balances have been rounded up or down. It is therefore possible that the amounts appearing in some tables are not the exact arithmetical sum of their component figures. The percentage changes in amounts have been calculated using figures expressed in thousands of euros. 15 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 1.3 Comparative information The information contained in these financial statements for 2013 is presented solely for the purpose of comparison with information relating to December 31, 2014. It does not constitute the Bank's financial statements for 2012. The Bank has proceeded to make a change in accounting policy with respect to contributions made to the Deposit Guarantee Fund retroactively, and therefore proceeded to restate certain amounts for the year 2013, presented for comparative purposes (see Appendix XIV). The main effect of this change is that: • With respect to the income statements for the year 2013, the balances for the following line items have been modified: "Other Income and Expenses" and consequently the line items of "Gross Margin", "Operating income", "Operating Profit & Loss before tax" and "Profit attributable to parent company". Therefore, the "profit attributable to parent company" for the year 2013 becomes €1,263 million compared to €1,406 million registered under the previous regulation. • With respect to the balance sheet from year 2013, this change affects in a material manner the balances for the following line items: “Deferred tax assets”, “Financial liabilities at amortized cost – Other financial liabilities”, “Reserves” and consequently the line items “Total assets”, “Total liabilities”, “Stockholders’ funds” and “Total equity”. 1.4 Seasonal nature of income and expenses The nature of the most significant operations carried out by the Bank is mainly related to traditional activities carried out by financial institutions, which are not significantly affected by seasonal factors. 1.5 Responsibility for the information and for the estimates made The information contained in the Bank's financial statements is the responsibility of the Bank’s Directors. Estimates have to be made at times when preparing these financial statements in order to calculate the registered amount of some assets, liabilities, income, expenses and commitments. These estimates relate mainly to the following: Impairment on certain financial assets (see Notes 5, 6, 10, 11, 12 and 14). • • The assumptions used to quantify certain provisions (see Note 20) for the actuarial calculation of post- employment benefit liabilities and commitments (see Note 21). • The useful life and impairment losses of tangible and intangible assets (see Notes 13, 15 and16). • The fair value of certain unlisted financial assets and liabilities in organized markets (see Notes 5, 6, 8, 9, 10 and 12). Although these estimates were made on the basis of the best information available as of December 31, 2014 on the events analyzed, future events may make it necessary to modify them (either up or down). This would be done in accordance with applicable regulations and prospectively, recording the effects of changes in the estimates in the corresponding income statement. 1.6 Control of the BBVA Group’s financial reporting The description of the BBVA Group’s Internal Financial Reporting Control model is described in the management report accompanying the Financial Statements for 2014. 1.7 Deposit guarantee fund The Bank is part of the “Fondo de Garantía de Depósitos” (Deposit Guarantee Fund). Adjusting to the previously mentioned accounting criteria modification, the expense incurred by the contributions made to this Agency in 2014 and 2013 amounted to €215 million and €516 million, respectively. These amounts are registered under the heading "Other operating expenses" of the accompanying income statements (see Note 37). 16 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The previously mentioned amount registered in year 2013 includes the extraordinary contribution established by the Royal Decree-Law 6/2013. A one-off Deposit Guarantee Fund contribution, applicable to 3 per thousand of eligible deposits. The first contribution (40%) amounted to 121 million euros paid in 2013. Of the second contribution (remaining 60%) in 2014 a seventh part was paid and according to the new payment schedule established by the Management Committee of the Deposit Guarantee Fund. The remaining part of the previously mentioned second contribution is recognized as a liability (see Note 1.3). This amount will be paid off in two settlements, being the first one in June, 30th 2015 and the second one in June 30th 2016. 1.8 Consolidated financial statements The consolidated financial statements of the BBVA Group for the year ended December 31, 2014 have been prepared by the Bank's Directors (at the Board of Directors meeting held on February 3, 2015) in accordance with the International Financial Reporting Standards adopted by the European Union and applicable at the close of 2014, taking into account Bank of Spain Circular 4/2004, dated December 22, and subsequent amendments, and with any other legislation governing financial reporting applicable to the Group. The management of the Group’s operations is carried out on a consolidated basis, independently of the individual allocation of the corresponding equity changes and their related results. Consequently, the Bank's annual financial statements have to be considered within the context of the Group, due to the fact that they do not reflect the financial and equity changes that result from the application of the consolidation policies (full consolidation or proportionate consolidation methods) or the equity method. These changes are reflected in the consolidated financial statements of the BBVA Group for the year 2014, which the Bank's Board of Directors has also prepared. Appendix I includes the Group's consolidated financial statements. In accordance with the content of these consolidated financial statements prepared following the International Financial Reporting Standards adopted by the European Union, the total amount of the BBVA Group’s assets and consolidated equity at the close of 2013 amounted to €631,942 million and €51,609 million, respectively, while the consolidated net profit attributed to the parent company totaled €2,618 million. 2. Accounting policies and valuation criteria applied The Glossary includes the definition of some of the financial and economic terms used in Note 2 and subsequent Notes. The accounting standards and policies and valuation criteria used in preparing these financial statements are as follows: 2.1 Financial instruments Measurement of financial instruments and recognition of changes in subsequent fair value All financial instruments are initially accounted for at fair value which, unless there is evidence to the contrary, shall be the transaction price. All the changes in the value of financial instruments, except in trading derivatives, arising from the accrual of interests and similar items are recognized under the headings “Interest and similar income” or “Interest and similar expenses”, as appropriate, in the accompanying income statement for the year in which the accrual took place (see Note 32). The dividends paid from other companies are recognized under the heading “Dividend income” in the accompanying income statement for the year in which the right to receive them arises (see Note 33). The changes in fair value after the initial recognition, for reasons other than those mentioned in the preceding paragraph, are treated as described below, according to the categories of financial assets and liabilities: 17 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2.1.1 “Financial assets held for trading” and “Other financial assets and liabilities designated at fair value through profit or loss” The assets and liabilities recognized in these chapters of the balance sheets are measured at fair value, and changes in value (gains or losses) are recognized as their net value under the heading “Net gains (losses) on financial assets and liabilities” in the accompanying income statements (see Note 36). However, changes resulting from variations in foreign exchange rates are recognized under the heading “Exchange differences (net)" in the accompanying income statements. 2.1.2 “Available-for-sale financial assets” Assets recognized under this heading in the balance sheets are measured at their fair value. Subsequent changes in this measurement (gains or losses) are recognized temporarily for their amount net of tax effect under the heading “Valuation adjustments - Available-for-sale financial assets” in the balance sheets (see Note 26). Changes in the value of non-monetary items resulting from changes in foreign exchange rates are recognized temporarily under the heading “Valuation adjustments - Exchange differences” in the accompanying balance sheets. Changes in foreign exchange rates resulting from monetary items are recognized under the heading “Exchange differences (net)" in the accompanying income statements. The amounts recognized under the headings “Valuation adjustments - Available-for-sale financial assets” and “Valuation adjustments - Exchange differences” continue to form part of the Bank's equity until the asset is derecognized from the balance sheet or until an impairment loss is recognized in the financial instrument in question. If these assets are sold, these amounts are derecognized and entered under the headings “Net gains (losses) on financial assets and liabilities” or “Exchange differences (net)", as appropriate, in the income statement for the year in which they are derecognized (see Note 36). In the specific case of the sale of equity instruments considered strategic investments and recognized under the heading “Available-for-sale financial assets”, the gains or losses generated are recognized under the heading “Gains (losses) in non-current assets held-for-sale not classified as discontinued operations” in the income statement, even if they had not been classified in a previous balance sheet as non-current assets held for sale, as indicated in Rule 56 of Circular 4/2004 and its subsequent amendments (see Note 44). The net impairment losses in “Available-for-sale financial assets” over the year are recognized under the heading “Impairment losses on financial assets (net) – Other financial instruments not at fair value through profit or loss” in the income statement for that year (see Note 41). 2.1.3 “Loans and receivables”, “Held-to-maturity investments” and “Financial liabilities at amortized cost” Assets and liabilities recognized under these headings in the accompanying balance sheets are measured at “amortized cost” using the “effective interest rate” method. This is because the Bank intends to hold such financial instruments to maturity. Net impairment losses of assets recognized under these headings arising in a particular year are recognized under the heading “Impairment losses on financial assets (net) – Loans and receivables” or “Impairment losses on financial assets (net) – Other financial instruments not valued at fair value through profit or loss” in the income statement for that year (see Note 41). 18 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2.1.4 “Hedging derivatives” and “Fair value changes of the hedged items in portfolio hedges of interest-rate risk” Assets and liabilities recognized under these headings in the accompanying balance sheets are measured at fair value. Changes that take place subsequent to the designation of the hedging relationship in the measurement of financial instruments designated as hedged items as well as financial instruments designated as hedge accounting instruments are recognized as follows: • • • In fair value hedges, the changes in the fair value of the derivative and the hedged item attributable to the hedged risk are recognized under the heading “Net gains (losses) on financial assets and liabilities” in the income statement (see Note 36), with a balancing item under the headings of the balance sheet where hedging items ("Hedging derivatives") or the hedged items are recognized, as applicable. In fair value hedges of interest rate risk of a portfolio of financial instruments (portfolio-hedges), the gains or losses that arise in the measurement of the hedging instrument are recognized in the income statement, and those that arise from the change in the fair value of the hedged item (attributable to the hedged risk) are recognized in the income statement, using, as a balancing item, the headings "Fair value changes of the hedged items in portfolio hedges of interest rate risk" in the balance sheets, as applicable. In cash flow hedges, the gain or loss on the hedging instruments relating to the effective portion are recognized temporarily under the heading "Valuation adjustments – Cash flow hedging” in the balance sheets. These differences are recognized in the accompanying income statement at the time when the gain or loss in the hedged instrument affects profit or loss, when the forecast transaction is executed or at the maturity date of the hedged item. Almost all of the hedges used by the Bank are for interest-rate risks. Therefore, the valuation changes are recognized under the headings “Interest and similar income” or “Interest and similar expenses” in the accompanying income statement (see Note 32). Differences in the measurement of the hedging items corresponding to the ineffective portions of cash flow hedges are recognized directly under the heading “Net gains (losses) on financial assets and liabilities” in the income statement (see Note 36). In hedges of net investments in foreign operations, the differences in the effective portions of hedging items are recognized temporarily under the heading "Valuation adjustments – Hedging of net investments in foreign transactions" in the balance sheets. These differences in valuation are recognized under the heading “Exchange differences (net)" in the income statement when the investment in a foreign operation is disposed of or derecognized. 2.1.5 Other financial instruments The following exceptions are applicable with respect to the above general criteria: • Equity instruments whose fair value cannot be determined in a sufficiently objective manner and financial derivatives that have those instruments as their underlying asset and are settled by delivery of those instruments remain in the balance sheet at acquisition cost; this may be adjusted, where appropriate, for any impairment loss. • Valuation adjustments arising from financial instruments classified at balance sheet date as non-current assets held for sale are recognized with a balancing entry under the heading “Valuation adjustments - Non-current assets held for sale” in the accompanying balance sheets (see Note 26). 2.2 Impairment losses on financial assets 2.2.1 Definition of impaired financial assets A financial asset is considered to be impaired – and therefore its carrying amount is adjusted to reflect the effect of the impairment – when there is objective evidence that events have occurred which: • In the case of debt instruments (loans and debt securities), give rise to an adverse impact on the future cash flows that were estimated at the time the transaction was arranged. So they are considered impaired when there are reasonable doubts that the balances will be recovered in full and/or the related interest will be collected for the amounts and on the dates initially agreed. 19 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • In the case of equity instruments, it means that their carrying amount may not be fully recovered. As a general rule, the carrying amount of impaired financial instruments is adjusted with a charge to the income statement for the year in which the impairment becomes known, and the recoveries of previously recognized impairment losses are recognized in the income statement for the year in which the impairment is reversed or reduced. any recovery of previously recognized impairment losses for an investment in an equity instrument classified as financial assets available for sale is not recognized in the income statement, but under the heading "Valuation Adjustments - Available-for-sale financial assets" (see Note 26) in the balance sheet. In general, amounts collected in relation to impaired loans and receivables are used to recognize the related accrued interest and any excess amount is used to reduce the principal not yet paid. When the recovery of any recognized amount is considered to be remote, this amount is written-off on the balance sheet, without prejudice to any actions that may be taken in order to collect the amount until the rights extinguish in full either because it is time-barred debt, the debt is forgiven, or for other reasons. In the case of particularly significant financial assets, and assets that cannot be classified within similar groups of instruments in terms of risk, the amounts recognized are measured individually. In the case of financial assets for lower amounts that can be classified in standard groups, this measurement is carried out as a group. According to the Bank's established policy, the recovery of a recognized amount is considered to be remote and, therefore, removed from the balance sheet in the following cases: • Any loan (except for those carrying an effective guarantee) of a company in bankruptcy and/or in the last phases of a “concurso de acreedores” (the Spanish equivalent of a Chapter 11 bankruptcy proceeding), and • Financial assets (bonds, debentures, etc.) whose issuer’s solvency has undergone a notable and irreversible deterioration. Additionally, loans classified as non-performing secured loans are written off in the balance sheet within a maximum period of four years from the date on which they are classified as non-performing, while non- performing unsecured loans (such as commercial and consumer loans, credit cards, etc.) are written off within two years of their classification as non-performing. Calculation of impairment on financial assets The impairment on financial assets is determined by type of instrument and other circumstances that could affect it, taking into account the guarantees received by the owners of the financial instruments to assure (in part or in full) the performance of transactions. The Bank recognizes impairment charges directly against the impaired asset when the likelihood of recovery is deemed remote, and uses offsetting or allowance accounts when it registers non-performing loan provisions to cover the estimated loss. 2.2.2 Impairment of debt securities measured at amortized cost The amount of impairment losses of debt securities at amortized cost is measured depending on whether the impairment losses are determined individually or collectively. Impairment losses determined individually The amount of the impairment losses incurred on these instruments relates to the positive difference between their respective carrying amounts and the present values of their expected future cash flows. These cash flows are discounted using the original effective interest rate. If a financial instrument has a variable interest rate, the discount rate for measuring any impairment loss is the current effective rate determined under the contract. As an exception to the rule described above, the market value of quoted debt instruments is deemed to be a fair estimate of the present value of their future cash flows. 20 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The following is to be taken into consideration when estimating the future cash flows of debt instruments: • All the amounts that are expected to be recovered over the residual life of the instrument; including, where appropriate, those which may result from the collateral and other credit enhancements provided for the instrument (after deducting the costs required for foreclosure and subsequent sale). Impairment losses include an estimate for the possibility of collecting accrued, past-due and uncollected interest. • The various types of risk to which each instrument is subject. • The circumstances in which collections will foreseeably be made. In respect to impairment losses resulting from the materialization of insolvency risk of the obligors (credit risk), a debt instrument is impaired: • When there is evidence of a reduction in the obligor's capacity to pay, whether manifestly by default or for other reasons; and/or • For these purposes, country risk is understood to refer to risk with respect to debtors resident in a particular country and resulting from factors other than normal commercial risk: sovereign risk, transfer risk or risks derived from international financial activity. The Bank has developed policies, methods and procedures to calculate the losses that it may incur as a result of its credit risks, attributable both to the insolvency of counterparties and to country risk. These policies, methods and procedures are applied to the arrangement, study and documentation of debt instruments, contingent risks and commitments, as well as the detection of their deterioration and in the calculation of the amounts needed to cover the estimated losses. Impairment losses determined collectively Impairment losses are calculated collectively, both in the case of certain assets classified as impaired that are not individually significant and are therefore not determined on an individual basis (impaired portfolio), and for asset portfolios that are currently not impaired but that represent a potential loss ("inherent loss") or it is not specifically allocated (non-impaired portfolio), average and substandard risks. Inherent losses are losses incurred on the date of preparing the financial statements that are still pending allocation to specific transactions. They are therefore estimated using statistical procedures. The Bank calculates the inherent loss in relation to the credit risk assumed by Spanish banking institutions by applying the parameters set out in Annex IX to Bank of Spain Circular 4/2004, which are based on the Bank of Spain's experience of the Spanish banking sector. For the specific case of the real-estate risk provisions existing as of December 31, 2011, the Bank applies the parameters set out in section V of Appendix IX to the Circular, which are a transposition of the provisions of Royal Decree-Law 2/2012, dated February 3, on the restructuring of the financial sector and of Act 8/2012, dated October 30, on the restructuring and sale of real-estate assets in the financial sector. Following is a description of the methodology used to estimate the collective loss of credit risk corresponding to operations with residents in Spain: • Impaired financial assets As a general rule, provided that impaired debt instruments do not have any of the guarantees mentioned below, they are provisioned by applying the percentages indicated to the amount of the outstanding risk, according to the oldest past-due amount, or the date on which the assets are classified as impaired, if earlier: 21 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Allowance Percentages for Impairment Loans Age of the Past-due Amount Allowance Percentage Up to 180 days Over 180 days and up to 270 days Over 270 days and up to 1 year Over 1 year 25% 50% 75% 100% • The impairment of debt instruments that have one or more of the guarantees indicated below is calculated by applying the above percentages to the amount of the outstanding risk that exceeds the value of the guarantees, in accordance with the following criteria: − Transactions secured by real estate For the purposes of calculating impairment of financial assets classified as impaired, the value of the real rights received as security will be calculated according to the type of asset secured by the real right, using the following criteria, provided they are first-call and duly constituted and registered in favor of the bank: − Completed home that is the primary residence of the borrower Includes homes with a current certificate of habitability or occupancy, issued by the corresponding administrative authority, in which the borrower usually lives and feels more attached to. The calculation of the value of the rights received as collateral shall be 80% of the cost of the completed home and the appraisal value of its current state, whichever is lower. For these purposes, the cost will be the purchase price declared by the borrower in the public deed. If the deed is manifestly old, the cost may be obtained by adjusting the original cost by an indicator that accurately reflects the average change in price of existing homes between the date of the deed and the calculation date. − Rural buildings in use, and completed offices, premises and multi-purpose buildings Includes land not declared as urbanized, and on which construction is not authorized for uses other than agricultural, forest or livestock, as appropriate; as well as multi-purpose buildings, whether or not they are linked to an economic use, that do not include construction or legal characteristics or elements that limit or make difficult their multi-purpose use and thus their easy conversion into cash. The calculation of the value of the rights received as collateral shall be 70% of the cost of the completed property or multi-purpose buildings and the appraisal value of its current state, whichever is lower. For these purposes, the cost will be the purchase price declared by the borrower in the public deed. If the property was constructed by the borrower himself, the cost shall be calculated by using the price of acquisition of the land declared in the public deed plus the value of work certificates, and including any other necessary expenses and accrued taxes, but excluding financial and business expenses. − Finished homes (rest) Includes finished homes that, on the date referred to by the financial statements, have the corresponding current certificate of habitability or occupancy issued by the corresponding administrative authority, but that do not qualify for consideration under above section “Completed home that is the primary residence of the borrower”.. The value of the rights received as collateral shall be 60% of the cost of the completed home and the appraisal value of its current state, whichever is lower. The cost will be the purchase price declared by the borrower in the public deed. In the case of finance for real estate construction, the cost will include the amount declared on the purchase deed for the land, together with any necessary expenses actually paid for its development, excluding commercial and financial expenses, plus the sum of the costs of construction as shown in partial work certificates issued by experts with appropriate professional qualifications, including that corresponding to work completion. In the case of groups of homes that form part of developments partially sold to third parties, the cost shall be that which can be rationally assigned to the homes making up the collateral. 22 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. − Land, lots and other real estate assets The value of the rights received as collateral shall be 50% of the cost of the lot or real-estate asset affected and the appraisal value of its current state, whichever is lower. For these purposes, the cost is made up of the purchase price declared by in the public deed, plus the necessary expenses that have actually been incurred by the borrower for the consideration of the land or lot in question as urban land, as well as those stipulated in the previous section. − Transactions secured by other collateral (not real estate): Transactions that have as collateral any of the pledges indicated below shall be hedged by applying the following criteria: − Partial cash guarantees: Transactions that have partial cash guarantees shall be hedged by applying the hedging percentages stipulated as general criteria to the difference between the amount for which they are registered in the asset and the current value of the deposits. − Partial pledges: Transactions that have partial pledges on shares in monetary financial institutions or debt securities issued by the government, credit institutions or financial credit institutions rated in the “negligible risk” class, or other financial instruments traded on active markets, shall be hedged by applying the hedging percentages stipulated as a general rule to the difference between the amount for which they are registered in the asset and 90% of the fair value of these financial instruments. • Non-impaired portfolio − Average Risk Debt instruments, whoever the obligor and whatever the guarantee or collateral, that are not considered impaired are assessed collectively, including the assets in a group with similar credit risk characteristics, including sector of activity of the debtor or the type of guarantee. The applicable hedging percentages are as follows: Risk Negligible risk Low risk Medium-low risk Medium risk Medium-high risk High ris k − Substandard Risk Allowance Range 0% 0.06% 0.15% 0.18% 0.2% 0.25% 0% 0.75% 1.88% 2.25% 2.50% 3.13% Loans classified in the Substandard Risk category will be analyzed to determine the necessary generic provision, which is the difference between the amount recognized in assets for these instruments and the present value of cash flows expected to be received for the group, discounted at the average contractual interest The coverage to be performed for each of the homogeneous groups of debt instruments classified as substandard risks for belonging to a troubled range, will be collectively estimated for assets with similar credit risk characteristics to the group’s based on historical loss experience. This historical experience is adjusted on the basis of observable data to reflect the effect of current conditions that did not affect the period that has been extracted from historical experience, and to remove the effects of conditions in the historical period that do not exist today. • Country risk allowance or provision On the basis of the countries' economic performance, political situation, regulatory and institutional framework, and payment capacity and record, the Bank classifies all the transactions into different groups, assigning to each group the insolvency provision percentages derived from those analyses. 23 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. However, due to the dimension of the Bank and to the proactive management of its country risk exposure, the allowances recognized in this connection are not material with respect to the credit loss allowances recognized (as of December 31, 2014, these country risk allowances represent 0.29% of the credit loss allowances recognized of the Bank). Impairment of other debt instruments The impairment losses on debt securities included in the “Available-for-sale financial asset” portfolio are equal to the positive difference between their acquisition cost (net of any principal repayment), after deducting any impairment loss previously recognized in the income statement, and their fair value. When there is objective evidence that the negative differences arising on measurement of these assets are due to impairment, they are no longer considered as “Valuation adjustments - Available-for-sale financial assets” and are recognized in the income statement. If all or part of the impairment losses are subsequently recovered, the amount is recognized in the income statement for the year in which the recovery occurred, up to the limit of the amount recognized previously in earnings. Impairment of equity instruments The amount of the impairment in the equity instruments is determined by the category where they are recognized: • Equity instruments measured at fair value: The criteria for quantifying and recognizing impairment losses on equity instruments are similar to those for “Debt instruments”, with the exception that any recovery of previously recognized impairment losses for an investment in an equity instrument classified as available for sale is not recognized in the income statement but under the heading “Valuation adjustments – Available-for- sale financial assets” in the balance sheet (see Note 26). The Bank considers that there is objective evidence of impairment on equity instruments classified as available-for-sale when significant unrealized losses have existed over a sustained period of time due to a price reduction of at least 40% or over a period of more than 18 months. When applying this evidence of impairment, the Bank takes into account the volatility in the price of each individual security to determine whether it is a percentage that can be recovered through its sale on the market; other different thresholds may exist for certain securities or specific sectors. In addition, for individually significant investments, the Bank compares the valuation of the most significant securities against valuations performed by independent experts. • Equity instruments measured at cost: The impairment losses on equity instruments measured at acquisition cost are equal to the difference between their carrying amount and the present value of expected future cash flows discounted at the market rate of return for similar securities. These impairment losses are determined taking into account the equity of the investee (except for valuation adjustments due to cash flow hedges) for the last approved balance sheet, adjusted for the unrealized gains on the measurement date. Impairment losses are recognized in the income statement for the year in which they arise as a direct reduction of the cost of the instrument. These losses may only be reversed subsequently in the event of the sale of these assets. Impairment of holdings in subsidiaries, associates or jointly controlled entities When evidence of impairment exists in the holdings in subsidiaries, associates or jointly controlled entities, the entity will estimate the amount of the impairment losses by comparing their recoverable amount, which is the fair value minus the necessary sale costs or their value in use, whichever is greater, with their carrying amount. Impairment losses are recognized immediately under the heading “Impairment losses on other assets (net)” in the income statement (see Note 42). Recoveries subsequent to impairment losses recognized previously are recognized under the same heading in the income statement for the period. 24 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2.2.3 Transfers and derecognition of financial assets and liabilities The accounting treatment of transfers of financial assets is determined by the way in which risks and benefits associated with the assets involved are transferred to third parties. Thus, the financial assets are only derecognized from the balance sheet when the cash flows that they generate are extinguished, or when their implicit risks and benefits have been substantially transferred to third parties. In the latter case, the financial asset transferred is derecognized from the balance sheet, and any right or obligation retained or created as a result of the transfer is simultaneously recognized. Similarly, financial liabilities are derecognized from the balance sheet only if their obligations are extinguished or acquired (with a view to subsequent cancellation or renewed placement). The Bank is considered to have transferred substantially all the risks and benefits if such risks and benefits account for the majority of the risks and benefits involved in ownership of the transferred assets. If substantially all the risks and benefits associated with the transferred financial asset are retained: • The transferred financial asset is not derecognized from the balance sheet and continues to be measured using the same criteria as those used before the transfer. • A financial liability is recognized at an amount equal to the amount received, which is subsequently measured at amortized cost. In the specific case of securitizations, this liability is recognized under the heading “Financial liabilities at amortized cost – Customer deposits” in the balance sheets (see Note 19). As these liabilities do not constitute a current obligation, when measuring such a financial liability the Bank deducts those financial instruments owned by it which constitute financing for the entity to which the financial assets have been transferred, to the extent that these instruments are deemed specifically to finance the transferred assets. • Both the income generated on the transferred (but not derecognized) financial asset and the expenses associated with the new financial liability continue to be recognized. The criteria followed with respect to the most common transactions of this type made by the Bank are as follows: • Purchase and sale commitments: Financial instruments sold with a repurchase agreement are not derecognized from the balance sheets and the amount received from the sale is considered to be financing from third parties. Financial instruments acquired with an agreement to subsequently resell them are not recognized in the balance sheets and the amount paid for the purchase is considered to be credit given to third parties. • Securitization: The Bank has applied the most stringent criteria for determining whether or not it retains substantially all the risk and rewards on such assets for all securitizations performed since January 1, 2004. As a result of this analysis, the Bank has concluded that none of the securitizations undertaken since that date meet the prerequisites for derecognizing the securitized assets from the balance sheets (see Note 11 and Appendix VI), as the Bank retains substantially all the expected credit risks and possible changes in net cash flows, while retaining the subordinated loans and lines of credit extended to these securitization funds. 2.3 Financial guarantees Financial guarantees are considered to be those contracts that require their issuer to make specific payments to reimburse the holder for a loss incurred when a specific borrower breaches its payment obligations on the terms – whether original or subsequently modified – of a debt instrument, irrespective of the legal form it may take. Financial guarantees may take the form of a deposit, financial guarantee, insurance contract or credit derivative, among others. In their initial recognition, financial guarantees provided on the liability side of the balance sheet at fair value, which is generally the present value of the fees, commissions and interest receivable from these contracts over the term thereof, and we simultaneously recognize a credit on the asset side of the balance sheet for the amount of the fees and commissions received at the inception of the transactions and the amounts receivable at the present value of the fees, commissions and interest outstanding. 25 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Financial guarantees, irrespective of the guarantor, instrumentation or other circumstances, are reviewed periodically so as to determine the credit risk to which they are exposed and, if appropriate, to consider whether a provision is required for them. The credit risk is determined by application of criteria similar to those established for quantifying impairment losses on debt instruments measured at amortized cost (see Note 2.2). The provisions made for financial guarantees considered impaired are recognized under the heading “Provisions - Provisions for contingent risks and commitments” on the liability side in the balance sheets (see Note 20). These provisions are recognized and reversed with a charge or credit, respectively, to “Provisions (net)” in the income statements (see Note 40). Income from guarantee instruments is registered under the heading “Fee and commission income” in the income statement and is calculated by applying the rate established in the related contract to the nominal amount of the guarantee (see Note 34). 2.4 Non-current assets held for sale and liabilities associated with non-current assets held for sale The heading “Non-current assets held-for-sale” in the balance sheets includes the carrying amount of financial or non-financial assets that are not part of the Bank’s operating activities. The recovery of this carrying amount is expected to take place through the price obtained on its disposal (see Note 13). This heading includes individual items and groups of items (“disposal groups”) that form part of a major operating segment and are being held for sale as part of a disposal plan (“discontinued transactions”). The individual items include the assets received by the Bank from their debtors in full or partial settlement of the debtors’ payment obligations (assets foreclosed or in lieu of repayment of debt and recovery of lease finance transactions), unless the Bank has decided to make continued use of these assets. The Bank has units that specialize in real estate management and the sale of this type of asset. Symmetrically, the heading “Liabilities associated with non-current assets held for sale” in the balance sheets reflects the balances payable arising from disposal groups and discontinued operations. Non-current assets held for sale are generally measured at fair value less sale costs, or their carrying amount, calculated on the date of their classification within this category, whichever is lower. Non-current assets held for sale are not depreciated while included under this heading. The fair value of the non-current assets held for sale from foreclosures or recoveries is mainly based on appraisals or valuations made by independent experts and not more than one year old, or less if there are indications of impairment. The Bank applies the rule that these appraisals may not be older than one year, and their age is reduced if there is an indication of deterioration in the assets. The Spanish entities mainly use the services of the following valuation and appraisal companies. None of them is linked to the BBVA Group and all are entered in the official Bank of Spain register: Sociedad de Tasación, S.A., Valtecnic, S.A., Krata, S.A., Gesvalt, S.A., Alia Tasaciones, S.A., Tasvalor, S.A., Tinsa, S.A., Ibertasa, S.A., Valmesa, S.A., Arco Valoraciones, S.A., Tecnicasa, S.A. and Uve Valoraciones, S.A. Gains and losses generated on the disposal of assets and liabilities classified as non-current held for sale, and related impairment losses and subsequent recoveries, where pertinent, are recognized under the heading “Gains (losses) on non-current assets held for sale not classified as discontinued transactions” in the income statements (see Note 44). The remaining income and expense items associated with these assets and liabilities are classified within the relevant income statement headings. Income and expenses for discontinued operations, whatever their nature, generated during the year, even if they have occurred before their classification as discontinued operations, are presented net of the tax effect as a single amount under the heading “Income from discontinued transactions” in the income statement, whether the business remains on the balance sheet or is derecognized from the balance sheet. This heading includes the earnings from their sale or other disposal. 26 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2.5 Tangible assets Property, plants and equipment for own use This heading includes the assets under ownership or acquired under lease finance, intended for future or current use by the Bank and that it expects to hold for more than one year. It also includes tangible assets received by the Bank in full or part settlement of financial assets representing receivables from third parties and those assets expected to be held for continuing use. Property, plants and equipment for own use is recognized in the balance sheets at acquisition cost, less any accumulated depreciation and, where appropriate, any estimated impairment losses resulting from comparing the net carrying amount of each item with its corresponding recoverable value. Depreciation is calculated using the straight-line method, on the basis of the acquisition cost of the assets less their residual value; the land on which the buildings and other structures stand is considered to have an indefinite life and is therefore not depreciated. The tangible asset depreciation charges are recognized in the accompanying income statements under the heading "Depreciation and amortization" (see Note 39) and are based on the application of the following depreciation rates (determined on the basis of the average years of estimated useful life of the different assets): Tangible Assets Annual Percentage Buildings for own use Furniture Fixtures Office supplies and computerization 1% - 4% 8% - 10% 6% - 12% 8% - 25% The Bank’s criteria for determining the recoverable amount of these assets, in particular the buildings for own use, is based on up-to-date independent appraisals that are no more than 3-5 years old at most, unless there are indications of impairment. At each accounting close, the Bank analyzes whether there are internal or external indicators that a tangible asset may be impaired. When there is evidence of impairment, the entity then analyzes whether this impairment actually exists by comparing the asset’s net carrying amount with its recoverable amount. When the carrying amount exceeds the recoverable amount, the carrying amount is written down to the recoverable amount and future depreciation charges are adjusted to reflect the asset’s remaining useful life. Similarly, if there is any indication that the value of a tangible asset has been recovered, the entities will estimate the recoverable amounts of the asset and recognize it in the income statement, registering the reversal of the impairment loss registered in previous years and thus adjusting future depreciation charges. Under no circumstances may the reversal of an impairment loss on an asset raise its carrying amount above that which it would have if no impairment losses had been recognized in prior years. Upkeep and maintenance expenses relating to tangible assets held for own use are recognized as an expense in the year they are incurred and recognized in the income statements under the heading "Administration costs - General and administrative expenses - Property, fixtures and equipment" (see Note 38.2). Other assets leased out under an operating lease The criteria used to recognize the acquisition cost of assets leased out under operating leases, to calculate their depreciation and their respective estimated useful lives and to register the impairment losses on them, are the same as those described in relation to tangible assets for own use. 27 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Investment properties The heading “Tangible assets - Investment properties” in the balance sheets reflects the net values (purchase cost minus the corresponding accumulated depreciation and, if appropriate, estimated impairment losses) of the land, buildings and other structures that are held either to earn rentals or for capital appreciation through sale and that are neither expected to be sold off in the ordinary course of business nor are destined for own use (see Note 15). The criteria used to recognize the acquisition cost of investment properties, calculate their depreciation and their respective estimated useful lives and register the impairment losses on them, are the same as those described in relation to tangible assets held for own use. The Bank’s criteria for determining the recoverable amount of these assets is based on up-to-date independent appraisals that are no more than one year old at most, unless there are indications of impairment. 2.6 Intangible assets These assets may have an indefinite useful life if, based on an analysis of all relevant factors, it is concluded that there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the Bank. In all other cases they have a finite useful life. Intangible assets with a finite useful life are amortized according to the duration of this useful life, using methods similar to those used to depreciate tangible assets. The depreciation charge for these assets is recognized in the accompanying income statements under the heading "Depreciation and amortization" (see Note 39). The Bank recognizes any impairment loss on the carrying amount of these assets with charge to the heading “Impairment losses on other assets (net) - Goodwill and other intangible assets” in the accompanying income statements (see Note 42). The criteria used to recognize the impairment losses on these assets and, where applicable, the recovery of impairment losses recognized in prior years, are similar to those used for tangible assets. 2.7 Tax assets and liabilities Expenses on corporation tax applicable to Spanish companies are recognized in the income statement, except when they result from transactions on which the profits or losses are recognized directly in equity, in which case the related tax effect is also recognized in equity. The total corporate income tax expense is calculated by aggregating the current tax arising from the application of the corresponding tax rate to the tax for the year (after deducting the tax credits allowable for tax purposes) and the change in deferred tax assets and liabilities recognized in the income statement. Deferred tax assets and liabilities include temporary differences, defined as at the amounts to be payable or recoverable in future fiscal years arising from the differences between the carrying amount of assets and liabilities and their tax bases (the “tax value”), and the tax loss and tax credit carry forwards. These amounts are registered by applying to each temporary difference the tax rates that are expected to apply when the asset is realized or the liability settled (see Note 17). Deferred tax liabilities in relation to taxable temporary differences associated with investments in subsidiaries, associates or jointly controlled entities are recognized for accounting purposes, except where the Bank can control the timing of the reversal of the temporary difference and it is also unlikely that it will reverse in the foreseeable future. Deferred tax assets are only recognized if it is considered probable that they will have sufficient tax gains in the future against which they can be made effective. The deferred tax assets and liabilities recognized are reassessed by the Bank at the close of each accounting period in order to ascertain whether they are still current, and the appropriate adjustments are made on the basis of the findings of the analyses performed. The income and expenses directly recognized in equity that do not increase or decrease taxable income are accounted for as temporary differences. 28 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2.8 Provisions, contingent assets and contingent liabilities The heading “Provisions” in the balance sheets includes amounts recognized to cover the Bank’s current obligations arising as a result of past events. These are certain in terms of nature but uncertain in terms of amount and/or extinguishment date. The settlement of these obligations by the Bank is deemed likely to entail an outflow of resources embodying economic benefits (see Note 20). The obligations may arise in connection with legal or contractual provisions, valid expectations formed by Bank companies relative to third parties in relation to the assumption of certain responsibilities or through virtually certain developments of particular aspects of the regulations applicable to the operation of the entities; and, specifically, future legislation to which the Bank will certainly be subject. The provisions are recognized in the balance sheets when each and every one of the following requirements is met: • They represent a current obligation that has arisen from a past event; • At the date referred to by the financial statements, there is more probability that the obligation will have to be met than that it will not; • It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • The amount of the obligation can be reasonably estimated. Among other items, these provisions include the commitments made to employees (mentioned in section 2.9), as well as provisions for tax and legal litigation. Contingent assets are possible assets that arise from past events and whose existence is conditional on, and will be confirmed only by, the occurrence or non-occurrence of events beyond the control of the Bank. Contingent assets are not recognized in the balance sheet or in the income statement; however, they are disclosed in the Notes to the financial statements, provided that it is probable that these assets will give rise to an increase in resources embodying economic benefits (see Note 29). Contingent liabilities are possible obligations of the Bank that arise from past events and whose existence is conditional on the occurrence or non-occurrence of one or more future events beyond the control of the entity. They also include the existing obligations of the entity when it is not probable that an outflow of resources embodying economic benefits will be required to settle them; or when, in extremely rare cases, their amount cannot be measured with sufficient reliability. 2.9 Pensions and other post-employment commitments Below is a description of the most significant accounting criteria relating to the commitments to employees, in terms of post-employment benefits and other long term commitments assumed by the Bank's companies in Spain and abroad (see Note 21). Commitments’ valuation: assumptions and actuarial gains/losses recognition The present values of the commitments are quantified based on an individual member data. Costs are calculated using the projected unit credit method, which sees each period of service as giving rise to an additional unit of benefit/commitment and measures each unit separately to build up the final obligation. The actuarial assumptions should take into account that: • They are unbiased, in that they are not unduly aggressive nor excessively conservative. • They are compatible with each other and adequately reflect the existing economic relations between factors such as inflation, foreseeable wage increases, discount rates and the expected return on plan assets, etc. The expected return on plan assets is calculated by taking into account both market expectations and the particular nature of the assets involved.. • The rate used to discount the commitments is determined by reference to market yields at the date referred to by the financial statements on high quality bonds. 29 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The Bank recognizes actuarial differences originating in the commitments assumed with staff taking early retirement, benefits awarded for seniority and other similar items under the heading “Provisions (net)” of the income statement for the period (see Note 40) in which these differences occur. The Bank recognizes the actuarial gains or losses arising on all other defined-benefit post-employment commitments directly under the heading "Valuation adjustments" of equity in the accompanying consolidated balance sheets (see Note 26). Post-employment benefit commitments Pensions The Bank’s post-employment benefit commitments are either defined-contribution or defined-benefit. • Defined-contribution commitments: The amounts of these commitments are established as a percentage of certain remuneration items and/or as a fixed pre-established amount. The contributions made in each period by the Bank’s companies for these commitments are recognized with a charge to the heading “Personnel expenses - Defined-contribution plan expense” in the consolidated income statements (see Note 38). • Defined-benefit commitments: The Bank has defined-benefit commitments for permanent disability and death for certain current employees and early retirees, and defined-benefit retirement commitments applicable only to certain groups of serving employees, or early retired employees and retired employees. These commitments are either funded by insurance contracts or registered as internal provisions. The amounts recognized under the heading “Provisions – Provisions for pensions and similar obligations” (see Note 20) are the differences, at the date of the financial statements, between the present values of the defined- benefit commitments, adjusted by the past service cost, and the fair value of plan assets. Early retirement The Bank has offered certain employees in Spain the possibility of taking early retirement before the age stipulated in the collective labor agreement in force and has put into place the corresponding provisions to cover the cost of the commitments acquired for this item. The present values paid for early retirement are quantified based on an individual member data and are recognized under the heading “Provisions – Provisions for pensions and similar obligations” in the accompanying balance sheets (see Note 20). The early retirement commitments in Spain include the compensation and indemnities and contributions to external pension funds payable during the period of early retirement. The commitments relating to this group of employees after they have reached normal retirement age are dealt with in the same way as pensions. Other post-employment welfare benefits The Bank has welfare benefit commitments whose effects extend beyond the retirement of the employees entitled to the benefits. These commitments relate to certain current employees and retirees, depending on the employee group they belong to. The present values of post-employment welfare benefits are quantified based on an individual member data and are recognized under the heading “Provisions – Provisions for pensions and similar obligations” in the consolidated balance sheets (see Note 20). Other long-term commitments to employees The Bank is required to provide certain goods and services to groups of employees. The most significant of these, in terms of the type of remuneration and the event giving rise to the commitments, are as follows: loans to employees, life insurance, study assistance and long-service awards. Some of these commitments are measured using actuarial studies, so that the present values of the vested obligations for commitments with personnel are quantified based on an individual member data. They are recognized under the heading “Provisions – Other provisions” in the balance sheets (see Note 20). The cost of these benefits provided by the Bank's Spanish companies to active employees are recognized under the heading “Personnel expenses - Other personnel expenses” in the consolidated income statements (see Note 38). 30 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Other commitments for current employees accrue and are settled on a yearly basis, so it is not necessary to register a provision in this regard. 2.10 Equity-settled share-based payment transactions Provided they constitute the delivery of such instruments following the completion of a specific period of services, equity-settled share-based payment transactions are recognized as en expense for services being provided by employees, by way of a balancing entry under the heading “Stockholders’ equity – Other equity instruments” in the balance sheet. These services are measured at fair value, unless this value cannot be calculated reliably. In this case, they are measured by reference to the fair value of the equity instruments committed, taking into account the date on which the commitments were assumed and the terms and other conditions included in the commitments. When the initial compensation agreement includes what may be considered market conditions among its terms, any changes in these conditions will not be reflected in the income statement, as these have already been accounted for in calculating the initial fair value of the equity instruments. Non-market vesting conditions are not taken into account when estimating the initial fair value of instruments, but they are taken into consideration when determining the number of instruments to be granted. This will be recognized on the income statement with the corresponding increase in equity. 2.11 Termination benefits Termination benefits are recognized in the accounts when the Bank agrees to terminate employment contracts with its employees and has established a detailed plan to do so. 2.12 Treasury stock The value of the equity instruments (basically, shares and derivatives over the Bank's shares held by some Group companies that comply with the requirements for recognition as equity instruments) is recognized under the heading "Stockholders' funds - Treasury stock" in the balance sheets (see Note 25). These financial assets are recognized at acquisition cost, and the gains or losses arising on their disposal are credited or debited, as appropriate, under the heading “Stockholders’ funds - Reserves” in the balance sheets (see Note 24). 2.13 Foreign-currency transactions Assets, liabilities and futures transactions The assets and liabilities in foreign currencies, including those of branches abroad, and the unmatured hedging forward foreign currency purchase and sale transactions, are converted to euros at the average exchange rates on the Spanish spot currency market (or based on the price of the U.S. dollar on local markets for the currencies not listed on this market) at the end of each period, with the exception of: • Non-current investments in securities denominated in foreign currencies and financed in euros or in a currency other than the investment currency, which are converted at historical exchange rates. • Unmatured non-hedging forward foreign currency purchase and sale transactions, which are converted at the exchange rates on the forward currency market at the end of each period as published by the Bank of Spain for this purpose. The exchange differences that arise when converting these foreign-currency assets and liabilities (including those of the branches) into euros are recognized under the heading “Exchange differences (net)" in the income statement, except for those differences that arise in non-monetary items classified as available for sale. The breakdown of the main balances in foreign currencies as of December 31, 2014 and 2013, with reference to the most significant foreign currencies, is set forth in Appendix VIII. 31 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Structural currency positions As a general policy, the Bank’s investments in foreign subsidiaries and the endowment funds provided to branches abroad are financed in the same currency as the investment in order to eliminate the future currency risk arising from these transactions. However, the investments made in countries whose currencies do not have a market which permits the obtainment of unlimited, lasting and stable long-term financing are financed in another currency. 2.14 Recognition of income and expenses The most significant criteria used by the Bank to recognize its income and expenses are as follows. • Interest income and expenses and similar items As a general rule, interest income and expenses and similar items are recognized on the basis of their period of accrual using the effective interest rate method. The financial fees and commissions that arise on the arrangement of loans (basically origination and analysis fees) must be deferred and recognized in the income statement over the expected life of the loan. The direct costs incurred in arranging these transactions can be deducted from the amount thus recognized. These fees are part of the effective rate for loans. Also dividends received from other companies are recognized as income when the companies’ right to receive them arises. However, when a debt instrument is deemed to be impaired individually or is included in the category of instruments that are impaired because of amounts more than three months past-due, the recognition of accrued interest in the income statement is interrupted. This interest is recognized for accounting purposes as income, as soon as it is received. • Commissions, fees and similar items Income and expenses relating to commissions and similar fees are recognized in the income statement using criteria that vary according to the nature of such items. The most significant items in this connection are: − Those relating to financial assets and liabilities measured at fair value through profit or loss, which are recognized when collected/paid. − Those arising from transactions or services that are provided over a period of time, which are recognized over the life of these transactions or services. − Those relating to single acts, which are recognized when this single act is carried out. • Non-financial income and expenses These are recognized for accounting purposes on an accrual basis. • Deferred collections and payments These are recognized for accounting purposes at the amount resulting from discounting the expected cash flows at market rates. 2.15 Sales and income from the provision of non-financial services The heading “Other operating income – Sales and income form the provision of non-financial services” in the income statement includes the amount of sales of goods and revenue from the provision of non-financial services (see Note 37). 2.16 Leases Lease contracts are classified as finance from the start of the transaction, if they substantially transfer all the risks and rewards incidental to ownership of the asset forming the subject-matter of the contract. Leases other than finance leases are classified as operating leases. When the Bank acts as the lessor of an asset in finance leases, the aggregate present values of the lease payments receivable from the lessee plus the guaranteed residual value (usually the exercise price of the lessee’s purchase option on expiration of the lease agreement) are recognized as financing provided to third parties and, therefore, are included under the heading “Loans and receivables” in the balance sheets. 32 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. When the Bank acts as lessor of an asset in operating leases, the acquisition cost of the leased assets is recognized under "Tangible assets – Property, plants and equipment – Other assets leased out under an operating lease" in the balance sheets (see Note 15). These assets are depreciated in line with the criteria adopted for items of tangible assets for own use, while the income arising from the lease arrangements is recognized in the income statements on a straight-line basis under the headings "Other operating income - Rest of other operating income" and "Other operating expenses" (see Note 37). In the case of a fair value sale and leaseback, the profit or loss generated by the sale is recognized in the income statement at the time of sale. If such a transaction gives rise to a finance lease, the corresponding gains or losses are amortized over the lease period. 2.17 Entities and branches located in countries with hyperinflationary economies None of the functional currencies of the branches located abroad relate to hyperinflationary economies as defined by Circular 4/2004 and subsequent amendments. Accordingly, as of December 31, 2014 and 2013it was not necessary to adjust the financial statements of any branch to correct for the effect of inflation. 2.18 Statements of recognized income and expenses The statements of recognized income and expenses reflect the income and expenses generated each year. They distinguish between income and expenses recognized as results in the income statements and “Other recognized income (expenses)” recognized directly in equity. “Other recognized income (expenses)” include the changes that have taken place in the year in the “Valuation adjustments” broken down by item. The sum of the changes to the heading “Valuation adjustments” of the total equity and the net income of the year forms the “Total recognized income/expenses of the year”. 2.19 Statements of changes in equity The statements of changes in equity reflect all the movements generated in each year in each of the headings of the equity, including those from transactions undertaken with shareholders when they act as such, and those due to changes in accounting criteria or corrections of errors, if any. The applicable regulations establish that certain categories of assets and liabilities are recognized at their fair value with a charge to equity. These charges, known as “Valuation adjustments” (see Note 26), are included in the Bank’s total equity net of tax effect, which has been recognized as deferred tax assets or liabilities, as appropriate. 2.20 Statements of cash flows The indirect method has been used for the preparation of the statement of cash flows. This method starts from the Bank’s net income and adjusts its amount for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with cash flows classified as investment or finance. As well as cash, short-term, highly liquid investments subject to a low risk of changes in value, such as cash and deposits in central banks, are classified as cash and cash equivalents. When preparing these financial statements the following definitions have been used: • Cash flows: Inflows and outflows of cash and cash equivalents. • Operating activities: The typical activities of credit institutions and other activities that cannot be classified as investment or financing activities. • Investing activities: The acquisition, sale or other disposal of long-term assets and other investments not included in cash and cash equivalents or in operating activities. • Financing activities: Activities that result in changes in the size and composition of the Bank's equity and of liabilities that do not form part of operating activities. 33 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 3. System of shareholder remuneration Shareholder remuneration system During 2011, 2012 and 2103, a shareholder remuneration system called the “Dividend Option” was implemented. Under this remuneration scheme, BBVA offers its shareholders the opportunity to receive part of their remuneration in the form of free shares; however, they can still choose to receive it in cash by selling the rights assigned to them in each capital increase either to BBVA (by the Bank exercising its commitment to purchase the free assignment rights) or on the market. The Bank’s Shareholders’ Annual General Meeting held on March 14, 2014 once more approved the establishment of the “Dividend Option” program for 2014, through four share capital increases charged to voluntary reserves, under similar conditions to those established in the previous years. In April 2014, the Executive Committee approved the execution of the first of the capital increases charged to reserves as agreed by the AGM held on March 14, 2014 to implement the Dividend Option. As a result of this increase, the Bank’s common stock increased by €49,594,990.83 (101,214,267 shares at a €0.49 par value each). 89.21% of shareholders opted to receive their remuneration in the form of shares (see Note 22). The other 10.79% of the right owners opted to sell the rights assigned to them to BBVA, and as a result, BBVA acquired 624,026,809 rights for a total amount of €104,836,503.91; said shareholders were paid in cash at a gross fixed price of €0.168 per right. In October 2014, the Executive Committee approved the execution of the first of the capital increases charged to reserves as agreed by the AGM held on March 14, 2014 to implement the Dividend Option. As a result of this increase, the Bank’s common stock increased by €20,455,560.09 (41,746,041 shares at a €0.49 par value each). 85.09% of shareholders opted to receive their remuneration in the form of shares (see Note 22). The other 14.91% of the right owners opted to sell the rights assigned to them to BBVA, and as a result, BBVA acquired 877,643,649 rights for a total amount of €70,211,491.92; said shareholders were paid in cash at a gross fixed price of €0.080 per right. In December 2014, the Executive Committee approved the execution of the third of the capital increases charged to reserves as agreed by the AGM held on March 14, 2014 to implement the Dividend Option. As a result of this increase, the Bank’s common stock increased by €26,256,622.07 (53,584,943 shares at a €0.49 par value each). 85.96% of shareholders opted to receive their remuneration in the form of shares (see Note 22). The other 14.04% of the right owners opted to sell the rights assigned to them to BBVA, and as a result, BBVA acquired 866,429,450 rights for a total amount of €69,314,363.20; said shareholders were paid in cash at a gross fixed price of €0.080 per right. 34 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Dividends At its meeting of June 25, 2014, the Board of Directors of BBVA approved the payment of an interim dividend against 2014 earnings of €0.08 gross (€0.0632 net) per outstanding share to be paid on July 10, 2014. The expected financial statements prepared in accordance with legal requirements evidenced the existence of sufficient liquidity for the distribution of the amounts to the interim dividend, as follows: Available Amount for Interim Dividend Payments Profit of BBVA, S.A. at each of the dates indicated, after the provision for income tax Less - Estimated provision for Legal Reserve Acquisition by the bank of the free allotment rights in 2014 capital increase Additional Tier I capital instruments remuneration Maximum amount distributable Amount of proposed interim dividend BBVA cash balance available to the date Millions of Euros May 31, 2014 983 10 105 53 815 471 1,827 The first amount of the interim dividend which has been paid to the shareholders on July 10, 2014, amounted to €471 million. The table below shows the allocation of the Bank's earnings for 2014 that the Board of Directors will submit for approval by the General Shareholders' Meeting: Application of Earnings Net income for year Distribution: Interim dividends Acquisition by the bank of the free allotment rights(*) Additional Tier 1 securities Legal reserve Voluntary reserves Millons of euros 2014 1,105 471 244 126 38 226 (*) Concerning to the remuneration to shareholders who chose to be paid in cash through the "Dividend Option". 35 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 4. Earnings per share Earnings per share, basic and diluted are calculated in accordance with the criteria established by IAS 33. For more information see Glossary of terms The Bank issued additional share capital in 2014 and 2013 (see Note 22). In accordance with IAS 33, when there is a capital increase earnings per share, basic and diluted, should be recalculated for previous periods applying a corrective factor to the denominator (the weighted average number of shares outstanding) This corrective factor is the result of dividing the fair value per share immediately before the exercise of rights by the theoretical ex-rights fair value per share. The basic and diluted earnings per share for December 2013 were recalculated on this basis. The calculation of earnings per share of the BBVA Group is as follows: Basic and Diluted Earnings per Share 2014 2013 Numerator for basic and diluted earnings per share (millions of euros) Profit attributable to parent company Adjustment: Mandatory convertible bonds interest expenses Profit adjusted (millions of euros) (A) Profit from discontinued operations (net of non-controlling interest) (B) Denominator for basic earnings per share (number of shares outstanding) Weighted average numb er of shares outstanding (1) Weighted average number of shares outstanding x corrective factor (2) Adjustment: Average number of estimated shares to be converted Adjusted number of shares - Basic earning per share (C) Adjusted number of shares - diluted earning per share (D) Basic earnings per share from continued operations (Euros per share)A-B/C Diluted earnings per share from continued operations (Euros per share)A-B/D Basic earnings per share from discontinued operations (Euros per share)B/C Diluted earnings per share from discontinued operations (Euros per share)B/D 2,618 - 2,618 - 5,905 5,905 - 5,905 5,905 0.44 0.44 - - 2,084 - 2,084 1,819 5,597 5,815 - 5,815 5,815 0.05 0.05 0.31 0.31 (1) Weighted average number of shares outstanding (millions of euros), excluded weighted average of treasury shares during the period. (2) Corrective factor, due to the capital increase with pre-emptive subscription right, applied for the previous years. (*) Data recalculated due to the mentioned corrective factor. As of December 31, 2014 and 2013 there were no other financial instruments or share option commitments with employees that could potentially affect the calculation of the diluted earnings per share for the years presented. For this reason the basic and diluted earnings are matched. 5. Risk management 5.1 General risk management and control model BBVA has an overall control and risk management model (hereinafter 'the model') tailored to their business, their organization and the geographies in which it operates, allowing them to develop their activity in accordance with their strategy and policy control and risk management defined by the governing bodies of the Bank and adapt to a changing economic and regulatory environment, tackling management globally and adapted to the circumstances of each instance. This model is applied comprehensively in the BBVA and consists of the basic elements listed below:: • Governance and organization • Risk appetite • Decisions and processes 36 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • Assessment, monitoring and reporting • Infrastructure BBVA encourages the development of a risk culture to ensure consistent application of the control and risk management model in the Group, and to ensure that the risk function is understood and assimilated at all levels of the organization. 5.1.1 Governance and organization The governance model for risk management at BBVA is characterized by a special involvement of its corporate bodies, both in setting the risk strategy and in the ongoing monitoring and supervision of its implementation. Thus, as developed below, the corporate bodies are the ones that approve this risk strategy and corporate policies for the different types of risk, being the risk function responsible for the management, its implementation and development, reporting to the governing bodies. The responsibility for the daily management of the risks lies on the businesses which abide in the development of their activity to the policies, standards, procedures, infrastructure and controls, based on the framework set by the governing bodies, which are defined by the function risk. To perform this task properly, the risk function in the BBVA Group is configured as a single, comprehensive and independent role of commercial areas. Corporate governance system BBVA has developed a corporate governance system that is in line with the best international practices and adapted to the requirements of the regulators in the countries in which its different business units operate. The Board of Directors (hereinafter also referred to as "the Board") approves the risk strategy and supervises the internal control and management systems. Specifically, the strategy approved by the Board includes, at least, the Group's Risk Appetite statement, the fundamental metrics and the basic structure of limits by geographies, types of risk and asset classes, as well as the bases of the control and risk management model. The Board ensures that the budget is in line with the approved risk appetite. On the basis established by the Board of Directors, the Executive Committee approves specific corporate policies for each type of risk. Furthermore, the committee approves the Group's risk limits and monitors them, being informed of both limit excess occurrances and, where applicable, the appropriate corrective measures taken. Lastly, the Board of Directors has set up a Board committee specializing in risks, the Risk Committee ("RC"). This committee is responsible for analyzing and regularly monitoring risks within the remit of the corporate bodies and assists the Board and the SC in determining and monitoring the risk strategy and the corporate policies, respectively. Another task of special relevance it carries out is detailed control and monitoring of the risks that affect the Group as a whole, which enables it to supervise the effective integration of the risk strategy management and the application of corporate policies approved by the corporate bodies. The head of the risk function in the executive hierarchy is the Group’s Chief Risk Officer (CRO), who carries out its functions with independence, authority, capacity and resources to do so. He is appointed by the Board of Directors of the Bank as a member of its senior management, and has direct access to its corporate bodies (Board of Directors, Executive Standing Committee and Risk Committee), who reports regularly on the status of risks to the Group. The Chief Risk Officer, for the utmost performance of its functions, is supported by a cross composed set of units in corporate risk and the specific risk units in the geographical and / or business areas of the Group structure. Each of these units is headed by a Risk Officer for the geographical and/or business area who, within his/her field of competence, carries out risk management and control functions and is responsible for applying the corporate policies and rules approved at Group level in a consistent manner, adapting them if necessary to local requirements and reporting to the local corporate bodies. 37 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The Risk Officers of the geographical and/or business areas report both to the Group's Chief Risk Officer and to the head of their geographical and/or business area. This dual reporting system aims to ensure that the local risk management function is independent from the operating functions and that it is aligned with the Group's corporate risk policies and goals. Organizational structure and committees The risk management function, as defined above, consists of risk units from the corporate area, which carry out cross-cutting functions, and risk units from the geographical and/or business areas. • The corporate area's risk units develop and present the Group's risk appetite proposal, corporate policies, rules and global procedures and infrastructures to the Group's Chief Risk Officer (CRO), within the action framework approved by the corporate bodies, ensure their application, and report either directly or through the Group's Chief Risk Officer (CRO) to the Bank's corporate bodies. Their functions include: − Management of the different types of risks at Group level in accordance with the strategy defined by the corporate bodies. − Risk planning aligned with the risk appetite principles. − Monitoring and control of the Group's risk profile in relation to the risk appetite approved by the Bank's corporate bodies, providing accurate and reliable information with the required frequency and in the necessary format. − Prospective analyses to enable an evaluation of compliance with the risk appetite in stress scenarios and the analysis of risk mitigation mechanisms. − Management of the technological and methodological developments required for implementing the Model in the Group. − Design of the Group's Internal Risk Control model and definition of the methodology, corporate criteria and procedures for identifying and prioritizing the risk inherent in each unit's activities and processes. − Validation of the models used and the results obtained by them in order to verify their adaptation to the different uses to which they are applied. • The risk units in the business units develop and present to the Risk Officer of the geographical and/or business area the risk appetite proposal applicable in each geographical and/or business area, independently and always within the Group's risk appetite. They also ensure that the corporate policies and rules approved consistently at a Group level are applied, adapting them if necessary to local requirements; they are provided with appropriate infrastructures for managing and controlling their risks; and they report to their corporate bodies and/or to senior management, as appropriate. The local risk units thus work with the corporate area risk units in order to adapt to the risk strategy at Group level and share all the information necessary for monitoring the development of their risks. The risk function has a decision-making process to perform its functions, underpinned by a structure of committees, where the Global Risk Management Committee (GRMC) acts as the highest committee within Risk. It proposes, examines and, where applicable, approves, among others, the internal risk regulatory framework and the procedures and infrastructures needed to identify, assess, measure and manage the material risks faced by the Group in its businesses. The members of this Committee are the Group's Chief Risk Officer and the heads of the risk units of the corporate area and of the most representative geographical and/or business areas. The Global Risk Management Committee (GRMC) carries out its functions assisted by various support committees which include: • Global Technical Operations Committee: It is responsible for decision-making related to wholesale credit risk admission in certain customer segments. • Monitoring, Assessment & Reporting Committee: It guarantees and ensures the appropriate development of aspects related to risk identification, assessment, monitoring and reporting, with an integrated and cross- cutting vision. 38 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • Asset Allocation Committee: The executive body responsible for analysis and decision-making on all credit risk matters related to the processes intended for obtaining a balance between risk and return in accordance with the Group's risk appetite. • Technology and Methodologies Committee: It determines the need for new models and infrastructures and channels the decision-making related to the tools needed for managing all the risks to which the Group is exposed. • Corporate Technological Risks and Operational Control Committee: It approves the Technological Risks and Operational Control Management Frameworks in accordance with the General Risk Management Model's architecture and monitors metrics, risk profiles and operational loss events. • Global Market Risk Unit Committee: It is responsible for formalizing, supervising and communicating the monitoring of trading desk risk in all the Global Markets business units. • Corporate Operational and Outsourcing Risk Admission Committee: It identifies and assesses the operational risks of new businesses, new products and services, and outsourcing initiatives. Each geographical and/or business area has its own risk management committee (or committees), with objectives and contents similar to those of the corporate area, which perform their duties consistently and in line with corporate risk policies and rules. Under this organizational scheme, the risk management function ensures the risk strategy, the regulatory framework, and standardized risk infrastructures and controls are integrated and applied across the entire Group. It also benefits from the knowledge and proximity to customers in each geographical and/or business area, and transmits the corporate risk culture to the Group's different levels. Internal Risk Control and Internal Validation BBVA has a specific Internal Risk Control unit whose main function is to ensure there is an adequate internal regulatory framework in place, together with a process and measures defined for each type of risk identified in the Bank, (and for other types of risk that could potentially affect the Bank, to oversee their application and operation, and to ensure that the risk strategy is integrated into the Bank's management. The Internal Risk Control unit is independent from the units that develop risk models, manage running processes and controls. Its scope is global both geographically and in terms of type of risk. The Director of Group Internal Control Risk is responsible for the function, and reports its activities and work plans to the CRO and the Risk Committee of the Board, besides attending to it on issues deemed necessary. For this purpose, the Risk area also has a Technical area independent from the units that develop risk models, manage running processes and controls, which gives the Commission the necessary technical support to better perform their functions. The unit has a structure of teams at both corporate level and in the most relevant geographical areas in which the Group operates. As in the case of the corporate area, local units are independent of the business areas that execute the processes, and of the units that execute the controls. They report functionally to the Internal Risk Control unit. This unit's lines of action are established at Group level, and it is responsible for adapting and executing them locally, as well as for reporting the most relevant aspects. Additionally, the Group has an Internal Validation unit, also independent rom the units that develop risk models and of those who use them to manage. Its functions include, among others, review and independent validation, internally, of the models used for the control and management of the Group's risks. BBVA Group’s internal control system is based on the best practices developed in “Enterprise Risk Management – Integrated Framework” by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and in the “Framework for Internal Control Systems in Banking Organizations” by the Bank for International Settlements (BIS). The control model has a system with three lines of defense: • The first line is made up of the Group's business units, which are responsible for control within their area and for executing any measures established by higher management levels. 39 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • The second line consists of the specialized control units (Legal Compliance, Global Accounting & Information Management/Internal Financial Control, Internal Risk Control, IT Risk, Fraud & Security, Operations Control and the Production Divisions of the support units, such as Human Resources, Legal Services, etc.). This line supervises the control of the various units within their cross-cutting field of expertise, defines the necessary improvement and mitigating measures, and promotes their proper implementation. The Corporate Operational Risk Management unit also forms part of this line, providing a methodology and common tools for management. • The third line is the Internal Audit unit, which conducts an independent review of the model, verifying the compliance and effectiveness of the corporate policies and providing independent information on the control model. 5.1.2 Risk appetite The Group's risk appetite, approved by the Board of Directors, determines the risks (and their level) that the Group is willing to assume to achieve its business targets. These are expressed in terms of capital, liquidity, profitability, recurrent earnings, cost of risk or other metrics. The definition of the risk appetite has the following goals: • To express the Group's strategy and the maximum levels of risk it is willing to assume, at both Group and geographical and/or business area level. • To establish a set of guidelines for action and a management framework for the medium and long term that prevent actions from being taken (at both Group and geographical and/or business area level) which could compromise the future viability of the Group. • To establish a framework for relations with the geographical and/or business areas that, while preserving their decision-making autonomy, ensures they act consistently, avoiding uneven behavior. • To establish a common language throughout the organization and develop a compliance-oriented risk culture. • Alignment with the new regulatory requirements, facilitating communication with regulators, investors and other stakeholders, thanks to an integrated and stable risk management framework. Risk appetite is expressed through the following elements: • Risk appetite statement: sets out the general principles of the Group's risk strategy and the target risk profile. BBVA's risk policy aims to maintain the risk profile set out in the Group's risk appetite statement, which is reflected in a series of metrics (fundamental metrics and limits). • Fundamental metrics: they reflect, in quantitative terms, the principles and the target risk profile set out in the risk appetite statement. • Limits: they establish the risk appetite at geographical and/or business area, legal entity and risk type level, or any other level deemed appropriate, enabling its integration into management. The corporate risk area works with the various geographical and/or business areas to define their risk appetite, which will be coordinated with and integrated into the Group's risk appetite to ensure that its profile fits as defined. The BBVA Group assumes a certain degree of risk to be able to provide financial services and products to its customers and obtain attractive returns for its shareholders. The organization must understand, manage and control the risks it assumes. The aim of the organization is not to eliminate all risks, but to assume a prudent level of risks that allows it to generate returns while maintaining acceptable capital and fund levels and generating recurrent earnings. BBVA's risk appetite expresses the levels and types of risk that the bank is willing to assume to be able to implement its strategic plan with no relevant deviations, even in situations of stress. 40 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Fundamental metrics Those metrics that characterize the bank's objective behavior (as defined in the statement), enabling the expression of the risk culture at all levels in a structured and understandable manner. They summarize the bank's goals, and are therefore useful for communication to the stakeholders. The fundamental metrics are strategic in nature. They are disseminated throughout the Group, understandable and easy to calculate, and objectifiable at business and/or geographical area level, so they can be subject to future projections. Limits Metrics that determine the bank's strategic positioning for the different types of risk: credit, ALM, liquidity, markets, operational. They differ from the fundamental metrics in the following respects: • They are levers, not the result. They are a management tool related to a strategic positioning that must be geared toward ensuring compliance with the fundamental metrics, even in an adverse scenario. • Risk metrics: a higher level of specialization, they do not necessarily have to be disseminated across the Group. • Independent of the cycle: they can include metrics with little correlation with the economic cycle, thus allowing comparability that is isolated from the specific macroeconomic situation. Thus, they are levers for remaining within the thresholds defined in the fundamental metrics and are used for day-to-day risk management. They include tolerance limits, sub-limits and alerts established at the level of business and/or geographical areas, portfolios and products. 5.1.3 Decisions and processes The transfer of risk appetite to ordinary management is supported by three basic aspects: • A standardized set of regulations • Risk planning • Integrated management of risks over their life cycle Standardized regulatory framework The corporate GRM area is responsible for proposing the definition and development of the corporate policies, specific rules, procedures and schemes of delegation based on which risks decisions should taken within the Group. This process aims for the following objectives: • Hierarchy and structure: well-structured information through a clear and simple hierarchy creating relations between documents that depend on each other. Simplicity: an appropriate and sufficient number of documents. • • • Accessibility: ability to search for, and easy access to, documentation through the corporate risk Standardization: a standardized name and content of document. management library. The approval of corporate policies for all types of risks corresponds to the corporate bodies of the Bank, while the corporate risk area endorses the remaining regulations. Risk units of geographical and / or business areas continue to adapt to local requirements the regulatory framework for the purpose of having a decision process that is appropriate at local level and aligned with the Group policies. If such adaptation is necessary, the local risk area must inform the corporate GRM area, which must ensure the consistency of the set of regulations at the level of the entire Group, and thus must give its approval prior to any modifications proposed by the local risk areas. 41 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Risk planning Risk planning ensures that the risk appetite is integrated into management, through a cascade process for establishing limits, in which the function of the corporate area risk units and the geographical and/or business areas is to guarantee the alignment of this process against the Group's risk appetite. It has tools in place that allow the risk appetite defined at aggregate level to be assigned and monitored by business areas, legal entities, types of risk, concentrations and any other level considered necessary. The risk planning process is present within the rest of the Group's planning framework so as to ensure consistency among all of them. Daily risk management All risks must be managed integrally during their life cycle, and be treated differently depending on the type. The risk management cycle is composed of 5 elements: • Planning: with the aim of ensuring that the Bank’s activities are consistent with the target risk profile and guaranteeing solvency in the development of the strategy. • Assessment: a process focused on identifying all the risks inherent to the activities carried out by the Bank. • Formalization: includes the risk origination, approval and formalization stages. • Monitoring and reporting: continuous and structured monitoring of risks and preparation of reports for internal and/or external (market, investors, etc.) consumption. • Active portfolio management: focused on identifying business opportunities in existing portfolios and new markets, businesses and products. 5.1.4 Assessment, monitoring and reporting Assessment, monitoring and reporting is a cross-cutting element that should ensure that the Model has a dynamic and proactive vision to enable compliance with the risk appetite approved by the corporate bodies, even in adverse scenarios. The materialization of this process covers all the categories of material risks and has the following objectives: • Assess compliance with the risk appetite at the present time, through monitoring of the fundamental management metrics and limits. • Assess compliance with the risk appetite in the future, through the projection of the risk appetite variables, in both a baseline scenario determined by the budget and a risk scenario determined by the stress tests. • Identify and assess the risk factors and scenarios that could compromise compliance with the risk appetite, through the development of a risk repository and an analysis of the impact of those risks. • Act to mitigate the impact in the Bank of the identified risk factors and scenarios, ensuring this impact remains within the target risk profile. • Monitor the key variables that are not a direct part of the risk appetite, but that condition its compliance. These can be either external or internal. The following phases need to be developed for undertaking this process: • • Identification of risk factors Aimed at generating a map with the most relevant risk factors that can compromise the Group's performance in relation to the thresholds defined in the risk appetite. Impact evaluation This involves evaluating the impact that the materialization of one (or more) of the risk factors identified in the previous phase could have on the risk appetite metrics, through the occurrence of a given scenario. • Response to undesired situations and realignment measures 42 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Exceeding the parameters will trigger an analysis of the realignment measures to enable dynamic management of the situation, even before it occurs. • Monitoring The aim is to avoid losses before they occur by monitoring the Group's current risk profile and the identified risk factors. • Reporting This aims to provide information on the assumed risk profile by offering accurate, complete and reliable data to the corporate bodies and to senior management, with the frequency and completeness appropriate to the nature, significance and complexity of the risks. 5.1.5 Infrastructure The infrastructure is an element that must ensure that the Group has the human and technological resources needed for effective management and supervision of risks in order to carry out the functions set out in the Group's risk Model and the achievement of their objectives. With respect to human resources, the Group's risk function will have an adequate workforce, in terms of number, skills and experience. With regards to technology, the Group ensures the integrity of management information systems and the provision of the infrastructure needed for supporting risk management, including tools appropriate to the needs arising from the different types of risks for their admission, management, assessment and monitoring. The principles that govern the Bank risk technology are: • • Standardization: the criteria are consistent across the Group, thus ensuring that risk handling is standardized at geographical and/or business area level. Integration in management: the tools incorporate the corporate risk policies and are applied in the Group's day-to-day management. • Automation of the main processes making up the risk management cycle. • Appropriateness: provision of adequate information at the right time. Through the “Risk Analytics” function, the Bank has a corporate framework in place for developing the measurement techniques and models. It covers all the types of risks and the different purposes and uses a standard language for all the activities and geographical/business areas and decentralized execution to make the most of the Group's global reach. The aim is to continually evolve the existing risk models and generate others that cover the new areas of the businesses that develop them, so as to reinforce the anticipation and proactiveness that characterize the Group's risk function. Also the risk units of geographical and / or business areas shall ensure that they have sufficient means from the point of view of resources, structures and tools to develop a risk management in line with the corporate model. 5.1.6 Risk culture BBVA considers risk culture to be an essential element for consolidating and integrating the other components of the Model. The culture transfers the implications that are involved in the Group's activities and businesses to all the levels of the organization. The risk culture is organized through a number of levers, including the following: • Communication: promotes the dissemination of the Model, and in particular the principles that must govern risk management in the Group, in a consistent and integrated manner across the organization, through the most appropriate channels. • GRM has a number of communication channels to facilitate the transmission of information and knowledge among the various teams in the function and the Group, adapting the frequency, formats and recipients based on the proposed goal, in order to strengthen the basic principles of the risk function. The risk culture and the management model thus emanate from the Group's corporate bodies and senior management and are transmitted throughout the organization. 43 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • Training: its main aim is to disseminate and establish the model of risk management across the organization, ensuring standards in the skills and knowledge of the different persons involved in the risk management processes. Well defined and implemented training ensures continuous improvement of the skills and knowledge of the Bank's professionals, and in particular of the GRM area, and is based on four aspects that aim to develop each of the needs of the GRM group by increasing its knowledge and skills in different fields such as: finance and risks, tools and technology, management and skills, and languages. • Motivation: the aim in this area is for the incentives of the risk function teams to support the strategy for managing those teams and the function's values and culture at all levels. Includes compensation and all those elements related to motivation – working environment, etc… which contribute to the achievement Model objectives. 5.2 Risk events As mentioned earlier, BBVA has processes in place for identifying risks and analyzing scenarios that enable the Group to manage risks in a dynamic and proactive way. The risk identification processes are forward looking to ensure the identification of emerging risks and take into account the concerns of both the business areas, which are close to the reality of the different geographical areas, and the corporate areas and senior management. Risks are captured and measured consistently using the methodologies deemed appropriate in each case. Their measurement includes the design and application of scenario analyses and stress testing and considers the controls to which the risks are subjected. As part of this process, a forward projection of the risk appetite variables in stress scenarios is conducted in order to identify possible deviations from the established thresholds. If any such deviations are detected, appropriate measures are taken to keep the variables within the target risk profile. To this extent, there are a number of emerging risks that could affect the Bank’s business trends. These risks are described in the following main blocks: • Macroeconomic and geopolitical risks − The slowdown in economic growth in emerging countries and potential difficulties in the recovery of European economies is a major focus for the Bank. − In addition, financial institutions are exposed to the risks of political and social instability in the countries in which they operate, which can have significant effects on their economies and even regionally. In this regard the Group's diversification is a key to achieving a high level of recurring revenues, despite environmental conditions and economic cycles of the economies in which it operates. • Regulatory, legal and reputational risks − Financial institutions are exposed to a complex and ever-changing regulatory and legal environment defined by governments and regulators. This can affect their ability to grow and the capacity of certain businesses to develop, and result in stricter liquidity and capital requirements with lower profitability ratios. The Bank constantly monitors changes in the regulatory framework that allow for anticipation and adaptation to them in a timely manner, adopt best practices and more efficient and rigorous criteria in its implementation − The financial sector is under ever closer scrutiny by regulators, governments and society itself. Negative news or inappropriate behavior can significantly damage the Group's reputation and affect its ability to develop a sustainable business. The attitudes and behaviors of the group and its members are governed by the principles of integrity, honesty, long-term vision and best practices through, inter alia, internal control model, the Code of Conduct and Responsible Business Strategy of the Bank. 44 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. • Business and operational risks − New technologies and forms of customer relationships: Developments in the digital world and in information technologies pose significant challenges for financial institutions, entailing threats (new competitors, disintermediation…) but also opportunities (new framework of relations with customers, greater ability to adapt to their needs, new products and distribution channels...). − Technological risks and security breaches: The financial entities are exposed to new threats such as cyber-attacks, theft of internal and customer databases, fraud in payment systems, etc. that require major investments in security from both the technological and human point of view. The Bank gives great importance to the active operational and technological risk management and control. One example was the early adoption of advanced models for management of these risks (AMA - Advanced Measurement Approach). 5.3 Credit risk Credit risk arises from the probability that one party to a financial instrument will fail to meet its contractual obligations for reasons of insolvency or inability to pay and cause a financial loss for the other party. It is the most important risk for the Group and includes counterparty risk, issuer risk, settlement risk and country risk management. The principles underpinning credit risk management in BBVA are as follows: • Availability of basic information for the study and proposal of risk, and supporting documentation for approval, which sets out the conditions required by the relevant body. • Sufficient generation of funds and asset solvency of the customer to assume principal and interest repayments of loans owed. • Establishment of adequate and sufficient guarantees that allow effective recovery of the operation, this being considered a secondary and exceptional method of recovery when the first has failed. Credit risk management in the Bank has an integrated structure for all its functions, allowing decisions to be taken objectively and independently throughout the life cycle of the risk. • At Group level: frameworks for action and standard rules of conduct are defined for handling risk, specifically, the circuits, procedures, structure and supervision. • At the business area level: they are responsible for adapting the Group's criteria to the local realities of each geographical area and for direct management of risk according to the decision-making circuit: − Retail risks: in general, the decisions are formalized according to the scoring tools, within the general framework for action of each business area with regard to risks. The changes in weighting and variables of these tools must be validated by the corporate GRM area. − Wholesale risks: in general, the decisions are formalized by each business area within its general framework for action with regard to risks, which incorporates the delegation rule and the Group's corporate policies. 45 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.3.1 Credit risk exposure BBVA maximum credit risk exposure (see definition below) by headings in the balance sheet as of December 31, 2014 and 2013 is provided below. It does not consider the availability of collateral or other credit enhancements to guarantee compliance with payment obligations. The details are broken down by financial instruments and counterparties. Maximum Credit Risk Exposure Notes 2014 2013 Millions of Euros Financial assets held for trading Debt securities Debt securities Available-for-sale financial assets Debt securities Debt securities Loans and receivables Loans and advances to credit institutions Loans and advances to customers Government Agriculture Industry Real estate and construction Trade and finance Loans to individuals Other Debt securities Derivatives (trading and hedging) Total financial assets risk Financial guarantees Drawable by third parties Other contingent commitments Total Contingent Risks and Commitments 8 10 11 8 28 28 28 19,854 15,590 4,264 51,164 45,392 5,772 239,434 23,786 212,598 25,915 1,298 20,780 28,709 34,139 87,434 14,323 3,050 44,383 354,835 45,137 44,306 9,662 99,105 17,573 13,425 4,148 43,375 37,597 5,778 240,036 20,383 217,849 23,695 1,290 20,456 34,230 28,826 91,904 17,448 1,804 40,837 341,821 47,961 47,009 6,403 101,373 Total maximum credit exposure 453,940 443,194 The maximum credit exposure of the table above is determined by type of financial asset as explained below: • • In the case of financial assets recognized in the bank’s balance sheets, exposure to credit risk is considered equal to its gross carrying amount, not including certain valuation adjustments (impairment losses, hedges and others), with the sole exception of trading and hedging derivatives. The maximum credit risk exposure on financial guarantees granted is the maximum that the Group would be liable for if these guarantees were called in, and that is their carrying amount. • Our calculation of risk exposure for derivatives is based on the sum of two factors: the derivatives fair value and their potential risk (or "add-on"). − The first factor, market value, reflects the difference between original commitments and market values on the reporting date (mark-to-market). As indicated in Note 2.2.1 to the consolidated financial statements, derivatives are accounted for as of each reporting date at fair value in accordance with IAS 39. − The second factor, potential risk (‘add-on’), is an estimate of the maximum increase to be expected on risk exposure over a derivative market value (at a given statistical confidence level) as a result of future changes in the fair value over the remaining term of the derivatives. The consideration of the potential risk ("add-on") relates the risk exposure to the exposure level at the time of a customer’s default. The exposure level will depend on the customer’s credit quality and the type of transaction with such customer. Given the fact that default is an uncertain event which might occur any time during the life of a contract, the BBVA Group has to consider not only the credit exposure of the derivatives on the reporting date, but also the potential changes in exposure during the life of the contract. This is especially important for derivatives, whose valuation changes substantially throughout their terms, depending on the fluctuation of market prices. 46 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.3.2 Mitigation of credit risk, collateralized credit risk and other credit enhancements In most cases, maximum credit risk exposure is reduced by collateral, credit enhancements and other actions which mitigate the Group’s exposure. The BBVA Group applies a credit risk hedging and mitigation policy deriving from a banking approach focused on relationship banking. The existence of guarantees could be a necessary but not sufficient instrument for accepting risks, as the assumption of risks by the Group requires prior evaluation of the debtor’s capacity for repayment, or that the debtor can generate sufficient resources to allow the amortization of the risk incurred under the agreed terms. The policy of accepting risks is therefore organized into three different levels in the BBVA Group: • Analysis of the financial risk of the operation, based on the debtor’s capacity for repayment or generation of funds; • The constitution of guarantees that are adequate, or at any rate generally accepted, for the risk assumed, in any of the generally accepted forms: monetary, secured, personal or hedge guarantees; and finally, • Assessment of the repayment risk (asset liquidity) of the guarantees received. The procedures for the management and valuation of collaterals are set out in the Corporate Policies (retail and wholesale), which establish the basic principles for credit risk management, including the management of collaterals assigned in transactions with customers. The methods used to value the collateral are in line with the best market practices and imply the use of appraisal of real-estate collateral, the market price in market securities, the trading price of shares in mutual funds, etc. All the collaterals assigned must be properly drawn up and entered in the corresponding register. They must also have the approval of the Group’s legal units. The following is a description of the main types of collateral for each financial instrument class: • Financial instruments held for trading: The guarantees or credit enhancements obtained directly from the issuer or counterparty are implicit in the clauses of the instrument. • Trading and hedging derivatives: In derivatives, credit risk is minimized through contractual netting agreements, where positive- and negative-value derivatives with the same counterparty are offset for their net balance. There may likewise be other kinds of guarantees, depending on counterparty solvency and the nature of the transaction. • Other financial assets designated at fair value through profit or loss and Available-for-sale financial assets: The guarantees or credit enhancements obtained directly from the issuer or counterparty are inherent to the structure of the instrument. • Loans and receivables: − Loans and advances to credit institutions: These usually only have the counterparty’s personal guarantee. − Loans and advances to customers: Most of these operations are backed by personal guarantees extended by the counterparty. There may also be collateral to secure loans and advances to customers (such as mortgages, cash guarantees, pledged securities and other collateral), or to obtain other credit enhancements (bonds, hedging, etc.). − Debt securities: The guarantees or credit enhancements obtained directly from the issuer or counterparty are inherent to the structure of the instrument. 47 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Collateralized loans granted by the Group as of December 31, 2014 and 2013 excluding balances deemed impaired, is broken down in the table below: Collateralized Credit Risk Mortgage loans Operating assets m ortgage loans Hom e mortgages Non-hom e mortgages (1) Secured loans, except mortgage Cash guarantees Secured loan (pledged securities) Rest of s ecured loans (2) Total Millions of Euros 2014 2013 87,159 1,636 73,181 12,342 2,810 59 309 2,442 89,969 93,444 1,901 76,814 14,729 2,916 85 375 2,456 96,360 (1) Loans with mortgage collateral (other than residential mortgage) for property purchase or construction. (2) Includes loans with cash collateral, other financial assets with partial collateral. •••• Financial guarantees, other contingent risks and drawable by third parties: These have the counterparty’s personal guarantee. 5.3.3 Financial instrument netting Financial assets and liabilities may be netted, i.e. they are presented for a net amount on the balance sheet only when the Group's entities comply with the provisions of IAS 32-Paragraph 42, so they have both the legal right to net recognized amounts, and the intention of settling the net amount or of realizing the asset and simultaneously paying the liability. In addition, the Bank has unnetted assets and liabilities on the balance sheet for which there are master netting arrangements in place, but for which there is neither the intention nor the right to settle. The most common types of events that trigger the netting of reciprocal obligations are bankruptcy of the entity, swifter accumulation of indebtedness, failure to pay, restructuring and dissolution of the entity. In the current market context, derivatives are contracted under different framework contracts being the most widespread developed by the International Swaps and Derivatives Association (ISDA) and, for the Spanish market, the Framework Agreement on Financial Transactions (CMOF). Almost all portfolio derivative transactions have been concluded under these framework contracts, including in them the netting clauses mentioned in the preceding paragraph as "Master Netting Agreement", greatly reducing the credit exposure on these instruments. Additionally, in contracts signed with professional counterparts, the collateral agreement annexes called Credit Support Annex (CSA) are included, thereby minimizing exposure to a potential default of the counterparty. Moreover, in transactions involving assets purchased or sold under a purchase agreement there has greatly increased the volume transacted through clearing houses that articulate mechanisms to reduce counterparty risk, as well as through the signature of various master agreements for bilateral transactions, the most widely used being the Global Master Repurchase Agreement (GMRA), published by ICMA (International Capital Market Association), to which the clauses related to the collateral exchange are usually added within the text of the master agreement itself. The assets and liabilities subject to contractual netting rights at the time of their settlement are presented below as of December 31, 2014. 48 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Millions of euros G ro s s A m o unt s N o t O f f s e t in t he C o nde nse d C o ns o lida te d B a la nce She e t s ( D ) 2014 G ro s s A m o unt s R e co gnize d (A ) G ro s s A m o unt s O f f s e t in t he C o ndens e d C o ns o lida t ed B a la nc e S he et s ( B ) N et A m o unt P re se nt ed in the C o ndens e d C o ns o lida t ed B a lanc e S he et s ( C =A - B ) F ina nc ia l Ins t rum e nt s C a sh C o lla t e ra l R e c e ive d/ P le dge d N et A m o unt (E =C -D ) Derivative financial assets Reverse repurchase, securities borrowing and similar agreem ents Total Assets Derivative financial liabilities Repurchase, securities lending and sim ilar agreements Total Liabillities 55,251 17,989 73,240 55,112 49,534 104,646 8,497 - 8,497 9,327 - 9,327 46,754 17,989 64,742 45,785 49,534 95,319 31,711 17,650 49,361 31,711 49,524 81,235 5,930 339 6,269 8,368 10 8,378 9,112 - 9,112 5,705 - 5,705 5.3.4 Credit quality of financial assets that are neither past due nor impaired The BBVA Group has tools (“scoring” and “rating”) that enable it to rank the credit quality of its operations and customers based on an assessment and its correspondence with the probability of default (“PD”) scales. To analyze the performance of PD, the Group has a series of tracking tools and historical databases that collect the pertinent internally generated information, which can basically be grouped together into scoring and rating models. Scoring Scoring is a decision-making model that contributes to both the arrangement and management of retail loans: consumer loans, mortgages, credit cards for individuals, etc. Scoring is the tool used to decide to originate a loan, what amount should be originated and what strategies can help establish the price, because it is an algorithm that sorts transactions by their credit quality. This algorithm enables the BBVA Group to assign a score to each transaction requested by a customer, on the basis of a series of objective characteristics that have statistically been shown to discriminate between the quality and risk of this type of transactions. The advantage of scoring lies in its simplicity and homogeneity: all that is needed is a series of objective data for each customer, and this data is analyzed automatically using an algorithm. There are three types of scoring, based on the information used and on its purpose: • Reactive scoring: measures the risk of a transaction requested by an individual using variables relating to the requested transaction and to the customer’s socio-economic data available at the time of the request. The new transaction is approved or rejected depending on the score. • Behavioral scoring: scores transactions for a given product in an outstanding risk portfolio of the entity, enabling the credit rating to be tracked and the customer’s needs to be anticipated. It uses transaction and customer variables available internally. Specifically, variables that refer to the behavior of both the product and the customer. • Proactive scoring: gives a score at customer level using variables related to the individual’s general behavior with the entity, and to his/her payment behavior in all the contracted products. The purpose is to track the customer’s credit quality and it is used to pre-grant new transactions. Rating Rating tools, as opposed to scoring tools, do not assess transactions but focus on the rating of customers instead: companies, corporations, SMEs, public authorities, etc. A rating tool is an instrument that, based on a detailed financial study, helps determine a customer’s ability to meet his/her financial obligations. The final rating is usually a combination of various factors: on one hand, quantitative factors, and on the other hand, qualitative factors. It is a middle road between an individual analysis and a statistical analysis. The main difference between ratings and scorings is that the latter are used to assess retail products, while ratings use a wholesale banking customer approach. Moreover, scorings only include objective variables, while ratings add qualitative information. And although both are based on statistical studies, adding a business view, rating tools give more weight to the business criterion compared to scoring tools. 49 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. For portfolios where the number of defaults is very low (sovereign risk, corporates, financial entities, etc.) the internal information is supplemented by “benchmarking” of the external rating agencies (Moody’s, Standard & Poor’s and Fitch). To this end, each year the PDs compiled by the rating agencies at each level of risk rating are compared, and the measurements compiled by the various agencies are mapped against those of the BBVA master rating scale. Once the probability of default of a transaction or customer has been calculated, a "business cycle adjustment" is carried out. This is a means of establishing a measure of risk that goes beyond the time of its calculation. The aim is to capture representative information of the behavior of portfolios over a complete economic cycle. This probability is linked to the Master Rating Scale prepared by the BBVA Group to enable uniform classification of the Group’s various asset risk portfolios. The table below shows the abridged scale used to classify the BBVA Group’s outstanding risk as of December 31, 2014: External rating Internal rating Standard&Poor's List Reduced List (22 groups) Probability of default (basic points) Minimum from >= Average Maximum AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- BB+ BB BB- B+ B B- CCC CCC CCC CCC CCC CCC AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- BB+ BB BB- B+ B B- CCC+ CCC CCC- CC+ CC CC- 1 2 3 4 5 8 10 14 20 31 51 88 150 255 441 785 1,191 1,500 1,890 2,381 3,000 3,780 - 2 3 4 5 6 9 11 17 24 39 67 116 194 335 581 1,061 1,336 1,684 2,121 2,673 3,367 2 3 4 5 6 9 11 17 24 39 67 116 194 335 581 1,061 1,336 1,684 2,121 2,673 3,367 4,243 50 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The table below outlines the distribution of exposure, including derivatives, by internal ratings, to corporates, financial entities and institutions (excluding sovereign risk), of the main BBVA Group entities as of December 31, 2014: Credit Risk Distribution by Internal Rating Millions of Euros AAA/AA A BBB+ BBB BBB- BB+ BB BB- B+ B B- CCC/CC Total 30,244 67,567 37,278 23,262 31,136 19,378 9,367 4,888 5,629 4,001 3,361 11,205 247,316 % 12.23% 27.32% 15.07% 9.41% 12.59% 7.84% 3.79% 1.98% 2.28% 1.62% 1.36% 4.53% 100.00% These different levels and their probability of default were calculated by using as a reference the rating scales and default rates provided by the external agencies Standard & Poor’s and Moody’s. These calculations establish the levels of probability of default for the BBVA’s Master Rating Scale. Although this scale is common to the entire Group, the calibrations (mapping scores to PD sections/Master Rating Scale levels) are carried out at tool level. 5.3.5 Financial assets past due but not impaired The table below provides details of financial assets past due as of December 31, 2014 and 2013, but not considered to be impaired, listed by their first past-due date: 2014 2013 Millions of Euros Financial Assets Past Due but Not Impaired Loans and advances to credit institutions Loans and advances to cus tomers Government Other s ectors Debt securities Total Less than 1 Month Past-Due 1 to 2 Months Past-Due 2 to 3 Months Past-Due Less than 1 Month Past-Due 1 to 2 Months Past-Due 2 to 3 Months Past-Due - 797 28 769 - 797 - 73 1 72 - 73 - 44 3 41 - 44 - 616 56 560 - 616 - 92 3 89 - 92 - 122 6 116 - 122 51 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.3.6 Impaired assets and impairment losses The table below shows the composition of the impaired financial assets and risks as of December 31, 2014 and 2013, broken down by heading in the accompanying balance sheet: Impaired Risks. Breakdown by Type of Asset and by Sector Asset Instruments Impaired Available for sale financial assets Debt securities Loans and receivables Loans and advances to credit institutions Loans and advances to customers Debt securities Total 'Asset Instruments Impaired (1) Contingent Risks Impaired Contingent Risks Impaired (2) Total Impaired Risks (1)+(2) Of w hich: Government Credit institutions Other sectors Contingent Risks Impaired Total impaired risks (1) + (2) Millions of Euros 2014 2013 27 27 19,102 23 19,074 5 19,129 371 19,500 178 44 18,907 371 19,500 36 36 21,929 29 21,896 4 21,965 393 22,358 161 48 21,756 393 22,358 All doubtful or impaired risks fall into this category individually, either by default or nonperforming criteria, or for reasons other than its default. The BBVA group classification as impaired financial assets is as follows: • The classification of financial assets impaired due to customer default is objective and individualized to the following criteria: − The total amount of financial assets, whoever the holder and collateral, which have principal, interest or fees amounts past due for more than 90 days as contractually agreed following objective criteria through aging calculation systems, unless already charged off. − Contingent risks where the third party collateral individual becomes impaired. The changes in the year ended December 31, 2014 and 2013 in the impaired financial assets and contingent risks are as follows: Changes in Impaired Financial Assets and Contingent Risks 2014 2013 M illions of Euros Balance at the beginning Additions (1) Recoveries (2) Net additions (1)+(2) Trans fers to write-off Exchange differences and others (*) Balance at the end Recoveries on entries (%) (*) Including Unnim in 2013. 52 22,358 4,252 (4,569) (317) (2,566) 25 19,500 107 13,148 10,865 (4,442) 6,423 (1,977) 4,764 22,358 41 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Below are the details of the impaired financial assets as of December 31, 2014 and 2013, classified by geographical area and by the time since their oldest past-due amount or the period since they were deemed impaired: Impaired Assets by Geographic Area and Time 2014 Spain Res t of Europe Res t of the world Total Less than 6 Months Past-Due 6 to 9 Months Past-Due M illions of Euros 9 to 12 Months Past-Due More than 12 Months Past-Due 8,517 172 6 8,695 612 - - 612 743 - - 743 9,008 71 - 9,079 Impaired Assets by Geographic Area and Time 2013 Spain Rest of Europe Rest of the world Total Less than 6 Months Past-Due 6 to 9 Months Past-Due Millions of Euros 9 to 12 Months Past-Due More than 12 Months Past-Due 9,824 44 18 9,886 1,862 3 - 1,865 1,362 6 - 1,368 8,655 182 9 8,846 Total 18,880 243 6 19,129 Total 21,703 235 27 21,965 Below are details of the impaired financial assets as of December 31, 2014 and 2013, classified by type of loan according to its associated guarantee, and by the time elapsed since their oldest past-due amount or the period since they were deemed impaired: Impaired Assets by Guarantee and by the Time since they were Deemed Impaired. 2014 Unsecured loans Mortgage Residential mortgage Commercial mortgage (rural properties in operation and offices, and industrial buildings) property of the borrower Plots and other real s tate as sets Other partially secured loans Others Total Less than 6 Months Pas t-Due 6 to 9 Months Past-Due Millions of Euros 9 to 12 Months Past-Due More than 12 Months Past-Due 3,225 5,275 2,209 944 770 1,352 - 195 8,695 144 468 200 119 86 63 - - 612 198 545 172 115 112 146 - - 743 1,251 7,828 1,802 1,409 2,103 2,514 - - 9,079 Impaired Assets by Guarantee and by the Time since they were Deemed Impaired. 2013 Unsecured loans Mortgage Residential mortgage Commercial mortgage (rural properties in operation and offices, and industrial buildings) Rest of residential mortgage Plots and other real s tate as sets Other partially secured loans Others Total Less than 6 Months Pas t-Due 6 to 9 Months Past-Due Millions of Euros 9 to 12 Months Past-Due More than 12 Months Past-Due 3,322 6,381 2,708 1,036 938 1,699 - 183 9,886 408 1,457 312 238 225 682 - - 1,865 320 1,048 302 150 323 273 - - 1,368 1,450 7,396 1,974 1,254 2,029 2,139 - - 8,846 Total 4,818 14,116 4,383 2,587 3,071 4,075 - 195 19,129 Total 5,500 16,282 5,296 2,678 3,515 4,793 - 183 21,965 53 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Below is the accumulated financial income accrued as of December 31, 2014 and 2013 with origin in the impaired assets that, as mentioned in Note 2.2, are not recognized in the accompanying income statements as there are doubts as to the possibility of collection: Financial Income from Impaired Assets 2,340 2,125 The changes in 2014 and 2013 in financial assets derecognized from the accompanying balance sheet as their recovery is considered unlikely (hereinafter “write-offs”) is shown below: Millions of Euros 2014 2013 Changes in Impaired Financial Assets Written-Off from the Balance Sheet Millions of Euros 2014 2013 Balance at the beginning Increase: Assets of remote collectability Past-due and not collected income Contributions by mergers Decrease: Cash recovery Foreclosed assets Definitive derecognitions Cancellation Expiry of rights and other causes Net exchange differences Balance at the end 14,460 4,111 2,566 1,545 - (2,144) (310) (61) (1,773) (1,247) (526) 4 16,431 11,785 4,029 1,977 1,418 634 (1,351) (216) (49) (1,086) (602) (484) (3) 14,460 As indicated in Note 2.2, although they have been derecognized from the balance sheet, the Bank continues to attempt to collect on these write-offs, until the rights to receive them are fully extinguished, either because it is time-barred debt, the debt is forgiven, or other reasons. 54 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.3.7 Impairment losses Below is a breakdown of the provisions registered on the accompanying balance sheets to cover estimated impairment losses as of December 31, 2014 and 2013 in financial assets and contingent risks, according to the different headings under which they are classified in the balance sheet: Impairment losses and provisions for contingent risks Available-for-sale portfolio Loans and receivables Loans and advances to customers Loans and advances to credit institutions Debt securities Held to maturity investment Impairment losses Provisions for Contingent Risks and Commitments Total Of w hich: For impaired portfolio For current portfolio non impaired Notes 10.1 11.2 11.1 11.3 20 Millions of Euros 2014 2013 20 10,178 10,146 28 4 - 10,198 238 10,436 10,203 233 20 10,833 10,799 30 4 - 10,853 221 11,074 10,841 233 Below are the changes in 2014 and 2013 in the estimated impairment losses, broken down by the headings in the accompanying balance sheet: Changes in the year 2014: Impairment losses provisions (*) Balance at the beginning Increase in im pairment losses charged to income Decrease in im pairm ent losses credited to incom e Impairment losses (net) Transfers to written-off loans Losses due to m erger transactions Exchange differences and other (**) Balance at the end 40-41 Notes Held to maturity investment Available-for- sale porfolio Loans and receivables Contingent risks Total Millions of Euros - - - - - - - - 20 2 (2) - (1) - 1 20 10,833 8,269 (6,103) 2,166 (2,566) - (255) 10,178 221 38 (21) 17 - - - 238 11,074 8,309 (6,126) 2,183 (2,567) - (254) 10,436 (*) (**) Includes impairment losses on financial assets (Note 49) and the provisions for contingent risks (Note 48). Includes transfers to “Impairment on Group investments” after the Anida capital increase (Note 15). Changes in the year 2013: Impairment losses provisions (*) Balance at the beginning Increase in im pairment losses charged to income Decrease in impairment losses credited to income Impairment losses (net) (*) Transfers to written-off loans Losses due to merger transactions Exchange differences and other (**) Balance at the end 40-41 Notes Held to maturity investment Available-for- sale porfolio Loans and receivables Contingent risks Total Millions of Euros 1 - - - - - (1) - 57 15 (6) 9 (50) 5 (1) 20 9,182 7,478 (4,038) 3,440 (1,927) 2,191 (2,053) 10,833 176 59 (22) 37 - 10 (2) 221 9,416 7,552 (4,066) 3,486 (1,977) 2,206 (2,057) 11,074 (*) (**) Includes impairment losses on financial assets (Note 49) and the provisions for contingent risks (Note 48). Includes transfers to “Impairment on Group investments” after the Anida capital increase (Note 15). 55 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.4 Market risk 5.4.1 Trading portfolio activities Market risk originates as a result of movements in the market variables that impact the valuation of traded financial products and assets. The main risks generated can be classified as follows: • Interest-rate risk: This arises as a result of exposure to movements in the different interest-rate curves involved in trading. Although the typical products that generate sensitivity to the movements in interest rates are money-market products (deposits, interest-rate futures, call money swaps, etc.) and traditional interest- rate derivatives (swaps and interest-rate options such as caps, floors, swaptions, etc.), practically all the financial products are exposed to interest-rate movements due to the effect that such movements have on the valuation of the financial discount. • Equity risk: This arises as a result of movements in share prices. This risk is generated in spot positions in shares or any derivative products whose underlying asset is a share or an equity index. Dividend risk is a sub- risk of equity risk, arising as an input for any equity option. Its variation may affect the valuation of positions and it is therefore a factor that generates risk on the books. • Exchange-rate risk: This is caused by movements in the exchange rates of the different currencies in which a position is held. As in the case of equity risk, this risk is generated in spot currency positions, and in any derivative product whose underlying asset is an exchange rate. In addition, the quanto effect (operations where the underlying asset and the instrument itself are denominated in different currencies) means that in certain transactions in which the underlying asset is not a currency, an exchange-rate risk is generated that has to be measured and monitored. • Credit-spread risk: Credit spread is an indicator of an issuer's credit quality. Spread risk occurs due to variations in the levels of spread of both corporate and government issues, and affects positions in bonds and credit derivatives. • Volatility risk: This occurs as a result of changes in the levels of implied price volatility of the different market instruments on which derivatives are traded. This risk, unlike the others, is exclusively a component of trading in derivatives and is defined as a first-order convexity risk that is generated in all possible underlying assets in which there are products with options that require a volatility input for their valuation. The metrics developed to control and monitor market risk in BBVA Group are aligned with best practices in the market and are implemented consistently across all the local market risk units. Measurement procedures are established in terms of the possible impact of negative market conditions on the trading portfolio of the Group's Global Markets units, both under ordinary circumstances and in situations of heightened risk factors. The standard metric used to measure market risk is Value at Risk (VaR), which indicates the maximum loss that may occur in the portfolios at a given confidence level (99%) and time horizon (one day). This statistic is widely used in the market and has the advantage of summing up in a single metric the risks inherent to trading activity, taking into account how they are related and providing a prediction of the loss that the trading book could sustain as a result of fluctuations in equity prices, interest rates, foreign exchange rates and commodity prices. In addition, for some positions other risks also need to be considered, such as credit spread risk, basis risk, volatility risk and correlation risk. Most of the headings on the bank’s balance sheet subject to market risk are positions whose main metric for measuring their market risk is VaR. With respect to the risk measurement models used in BBVA Group, the Bank of Spain has authorized the use of the internal model to determine bank capital requirements deriving from risk positions on the BBVA S.A. and BBVA Bancomer trading book, which jointly account for around 80% of the Group’s trading-book market risk. For the rest of the geographical areas (South America and Compass), bank capital for the risk positions in the trading book is calculated using the standard model. The current management structure includes the monitoring of market-risk limits, consisting of a scheme of limits based on VaR (Value at Risk), economic capital (based on VaR measurements) and VaR sub-limits, as well as stop- loss limits for each of the Group’s business units. 56 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The model used estimates VaR in accordance with the "historical simulation" methodology, which involves estimating losses and gains that would have taken place in the current portfolio if the changes in market conditions that took place over a specific period of time in the past were repeated. Based on this information, it infers the maximum expected loss of the current portfolio within a given confidence level. This model has the advantage of reflecting precisely the historical distribution of the market variables and not assuming any specific distribution of probability. The historical period used in this model is two years. VaR figures are estimated following two methodologies: • VaR without smoothing, which awards equal weight to the daily information for the previous two years. This is currently the official methodology for measuring market risks for the purpose of monitoring compliance with risk limits. • VaR with smoothing, which gives a greater weight to more recent market information. This metric supplements the previous one. In the case of South America, a parametric methodology is used to measure risk in terms of VaR. At the same time, and following the guidelines established by the Spanish and European authorities, BBVA incorporates metrics in addition to VaR with the aim of meeting the Bank of Spain's regulatory requirements with respect to the calculation of bank capital for the trading book. Specifically, the new measures incorporated in the Group since December 2011 (stipulated by Basel 2.5) are: • VaR: In regulatory terms, the charge for VaR Stress is added to the charge for VaR and the sum of both (VaR and VaR Stress) is calculated. This quantifies the loss associated with movements in the risk factors inherent in market operations (interest rate, FX, equity, credit, etc.). Both VaR and Stressed VaR are re-scaled by a regulatory multiplication factor, set at 3 and by the square root of 10, to calculate the capital charge. • • Specific Risk: IRC. Quantification of the risks of default and rating downgrade of the bond and credit derivative positions on the trading book. The specific risk capital IRC is a charge exclusively for those geographical areas with an approved internal model (BBVA S.A. and Bancomer). The capital charge is determined based on the associated losses (at 99.9% over a time horizon of 1 year under the constant risk assumption) resulting from the rating migration and/or default status of the asset's issuer. Also included is the price risk in sovereign positions for the indicated items. Specific Risk: Securitizations and Correlation Portfolios. Capital charge for securitizations and for the correlation portfolio to include the potential losses associated with the rating level of a given credit structure (rating). Both are calculated using the standardized approach. The perimeter of the correlation portfolios is referred to FTD-type market operations and/or market CDO tranches, and only for positions with an active market and hedging capacity. Validity tests are performed regularly on the risk measurement models used by the Group. They estimate the maximum loss that could have been incurred in the positions with a certain level of probability (backtesting), as well as measurements of the impact of extreme market events on risk positions (stress testing). As an additional control measure, backtesting is conducted at trading desk level in order to enable more specific monitoring of the validity of the measurement models. Market risk in 2014 The year 2014 has been characterized by a continued improvement first noted in 2013 in Spain, which has been reflected in a narrowing of the spread between Spanish and German debt, and of the main credit spreads. Toward the end of the year, global markets have been affected by the significant slump in oil prices and increased volatility of exchange rates. In this context, the function of risk control in market activities has a special importance. The Group’s market risk remains at low levels compared with the aggregates of risks managed by BBVA, particularly in the case of credit risk. This is due to the nature of the business and the Group’s policy of minimal proprietary trading. In 2014, the market risk of trading book increase slightly versus the previous year and, in terms of VaR, stood at €11 million at the close of the period. The average VaR for 2014 stood at €10 million, in comparison with the €10 million registered in 2013, with a high for the year on day October 16 at €15 million. 57 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. By type of market risk assumed by the Group’s trading portfolio, the main risk factor in the Group continues to be linked to interest rates, accounting for 70% of the total at the end of 2014 (this figure includes the spread risk). This relative weight was higher than the figure at the close of 2013 (67%). Exchange-rate risk accounts for 5%, a decrease on the figure 12 months prior (12%), while equity risk maintain the same level (5%) and volatility and correlation risk increase, and had a weight of 20%, respectively at the close of 2014 (vs. 16% at the close of 2013). Market risk by risk factor Interest + credit spread Exchange rate Equity Volatility Diversification effect (*) Total Average VaR Maximum VaR Minimum VaR Millions of euros 2014 2013 17 1 1 5 (12) 12 10 15 7 9 1 1 9 (11) 9 11 21 7 (*) The diversification effect is the difference between the sum of the average individual risk factors and the total VaR figure that includes the implied correlation between all the variables and scenarios used in the measurement. Validation of the model The internal market risk model is validated on a regular basis by backtesting in both BBVA S.A. and Bancomer. The aim of backtesting is to validate the quality and precision of the internal model used by BBVA Group to estimate the maximum daily loss of a portfolio, at a 99% level of confidence and a 250-day time horizon, by comparing the Group's results and the risk measurements generated by the model. These tests showed that the internal market risk model of both BBVA, S.A. and Bancomer is adequate and precise. Two types of backtesting have been carried out in 2014: 58 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. - - "Hypothetical" backtesting: the daily VaR is compared with the results obtained, not taking into account the intraday results or the changes in the portfolio positions. This validates the appropriateness of the market risk metrics for the end-of-day position. "Real" backtesting: the daily VaR is compared with the total results, including intraday transactions, but discounting the possible minimum charges or fees involved. This type of backtesting includes the intraday risk in portfolios. In addition, each of these two types of backtesting was carried out at the level of risk factor or business type, thus making a deeper comparison of the results with respect to risk measurements. In 2014, Bancomer carried out backtesting of the internal VaR calculation model, comparing the daily results obtained with the estimated risk level estimated by the VaR calculation model. At the end of the year the comparison showed the model was working correctly, within the "green" zone (0-4 exceptions), thus validating the model, as has occurred each year since the internal market risk model was approved for the Group. Stress test analysis A number of stress tests are carried out on BBVA Group's trading portfolios. First, global and local historical scenarios are used that replicate the behavior of an extreme past event, such as for example the collapse of Lehman Brothers or the "Tequilazo" crisis. These stress tests are complemented with simulated scenarios, where the aim is to generate scenarios that have a significant impact on the different portfolios, but without being anchored to any specific historical scenario. Finally, for some portfolios or positions, fixed stress tests are also carried out that have a significant impact on the market variables affecting these positions. Historical scenarios The historical benchmark stress scenario for the BBVA Group is Lehman Brothers, whose sudden collapse in September 2008 led to a significant impact on the behavior of financial markets at a global level. The following are the most relevant effects of this historical scenario: • Credit shock: reflected mainly in the increase of credit spreads and downgrades in credit ratings. • • Increased volatility in most of the financial markets (giving rise to a great deal of variation in the prices of different assets (currency, equity, debt). Liquidity shock in the financial systems, reflected by a major movement in interbank curves, particularly in the shortest sections of the euro and dollar curves. Simulated scenarios Unlike the historical scenarios, which are fixed and therefore not suited to the composition of the risk portfolio at all times, the scenario used for the exercises of economic stress is based on Resampling methodology. This methodology is based on the use of dynamic scenarios are recalculated periodically depending on the main risks held in the trading portfolios. On a data window wide enough to collect different periods of stress (data are taken from 1-1-2008 until today), a simulation is performed by resampling of historic observations, generating a loss distribution and profits to analyze most extreme of births in the selected historical window. The advantage of this methodology is that the period of stress is not predetermined, but depends on the portfolio maintained at each time, and making a large number of simulations (10,000 simulations) allows a richer information for the analysis of expected shortfall than what is available in the scenarios included in the calculation of VaR. The main features of this approach are: a) The generated simulations respect the correlation structure of the data, b) Flexibility in the inclusion of new risk factors and c) allows to introduce a lot of variability in the simulations (desirable to consider extreme events). 59 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.4.2 Structural risk Structural interest-rate risk The structural interest-rate risk (SIRR) is related to the potential impact that variations in market interest rates have on an entity's net interest income and equity. In order to properly measure SIRR, BBVA takes into account the main sources that generate this risk: repricing risk, yield curve risk, option risk and basis risk, which are analyzed from two complementary points of view: net interest income (short term) and economic value (long term). BBVA's structural interest-rate risk management procedure is based on a set of metrics and tools that enable the Entity's risk profile to be monitored correctly. A wide range of scenarios are measured on a regular basis, including sensitivities to parallel movements in the event of different shocks, changes in slope and curve, as well as delayed movements. Other probabilistic metrics based on statistical scenario-simulating methods are also assessed, such as income at risk (IaR) and economic capital (EC), which are defined as the maximum adverse deviations in net interest income and economic value, respectively, for a given confidence level and time horizon. Impact thresholds are established on these management metrics both in terms of deviations in net interest income and in terms of the impact on economic value. The process is carried out separately for each currency to which the Group is exposed, and the diversification effect between currencies and business units is considered after this. In order to guarantee its effectiveness, the model is subjected to regular internal validation, which includes backtesting. In addition, interest-rate risk measurements are subjected to stress testing in order to reveal balance sheet vulnerabilities under extreme scenarios. This testing includes an analysis of adverse macroeconomic scenarios designed specifically by BBVA Research, together with a wide range of potential scenarios that aim to identify interest-rate environments that are particularly damaging for the Entity. This is done by generating extreme scenarios of a breakthrough in interest rate levels and historical correlations, giving rise to sudden changes in the slopes and even to inverted curves. The model is necessarily underpinned by an elaborate set of hypotheses that aim to reproduce the behavior of the balance sheet as closely as possible to reality. Especially relevant among these assumptions are those related to the behavior of “accounts with no explicit maturity”, for which stability and remuneration assumptions are established, consistent with an adequate segmentation by type of product and customer, and prepayment estimates (implicit optionality). The hypotheses are adapted regularly to signs of changes in behavior, kept properly documented and reviewed on a regular basis in the internal validation processes. The impacts on the metrics are assessed both from a point of view of economic value (gone concern) and from the perspective of net interest income, for which a dynamic model (going concern) consistent with the corporate assumptions of earnings forecasts is used. In 2014, stagnating growth in advanced economies has led to the continuation of accommodative monetary policies with the aim of boosting demand and investment, with interest rates in Europe and in the United States remaining at all-time lows. In Latin America, the slowdown in growth and the deterioration in external financial conditions have prompted the central banks to cut monetary policy rates. BBVA Group's positioning in terms of its BSMUs as a whole has a positive sensitivity in its net interest income to interest rate hikes, while in terms of economic value the sensitivity is negative to interest rate increases, except for the euro balance sheet. Mature markets, both in Europe and the United States, show greater sensitivity in relative terms of their projected net interest income to a parallel interest-rate shock. However, in 2014 this negative sensitivity to cuts has been confined by the limited downward trend in interest rates. In this interest-rate environment, appropriate management of the balance sheet has maintained BBVA's exposure at moderate levels, in accordance with the Group's target risk profile. 5.5 Structural equity risk BBVA's exposure to structural equity risk stems basically from investments in industrial and financial companies with medium- and long-term investment horizons. This exposure is mitigated through net short positions held in derivatives of their underlying assets, used to limit portfolio sensitivity to potential falls in prices. Structural management of equity portfolios is the responsibility of the Group's units specializing in this area. Their activity is subject to the corporate risk management policies for equity positions in the equity portfolio. The aim is to ensure that they are handled consistently with BBVA's business model and appropriately to its risk tolerance level, thus enabling long-term business sustainability. 60 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The Group's risk management systems also make it possible to anticipate possible negative impacts and take appropriate measures to prevent damage being caused to the Entity. The risk control and limitation mechanisms are focused on the exposure, annual operating performance and economic capital estimated for each portfolio. Economic capital is estimated in accordance with a corporate model based on Monte Carlo simulations, taking into account the statistical performance of asset prices and the diversification existing among the different exposures. Backtesting is carried out on a regular basis on the risk measurement model used. The year 2014 has been characterized by strong stock market performance in all the geographical areas. The Spanish stock markets performed particularly well against the European indices, above all the telecommunications sector, where a large part of BBVA's exposure is concentrated. This performance has boosted the returns on these investments and the levels of capital gains accumulated in the Group's equity portfolios. Structural equity risk, measured in terms of economic capital, has remained at moderate levels thanks to active management of positions. This management includes modulating the exposures through positions in derivatives of underlying assets of the same kind in order to limit portfolio sensitivity to potential falls in prices. Stress tests and analyses of sensitivity to different simulated scenarios are carried out periodically to analyze the risk profile in more depth. They are based on both past crisis situations and forecasts made by BBVA Research. This checks that the risks are limited and that the tolerance levels set by the Group are not at risk. 5.6 Liquidity risk Management of liquidity and structural finance within the BBVA Group is based on the principle of the financial autonomy of the entities that make it up. This approach helps prevent and limit liquidity risk by reducing the Group’s vulnerability in periods of high risk. This decentralized management avoids possible contagion due to a crisis that could affect only one or various BBVA Group entities, which must cover their liquidity needs independently in the markets where they operate. Liquidity Management Units have been set up for this reason in the geographical areas where the main foreign subsidiaries operate, and also for the parent BBVA S.A. Thus a core principle of the BBVA Group’s liquidity management is the financial independence of its banking subsidiaries. This aims to ensure that the cost of liquidity is correctly reflected in price formation. Accordingly, a liquidity pool is maintained at an individual entity level, both in Banco Bilbao Vizcaya Argentaria, S.A. and in the banking subsidiaries, including BBVA Compass, BBVA Bancomer and the Latin American subsidiaries. The table below shows the liquidity available by instrument as of December 31, 2014 for the most significant entities: 2014 BBVA Eurozone (1) Cash and balances with central banks Assets for credit operations with central banks Central governments issues Of Which: Spanish government securities Other issues Loans Other non-eligible liquid assets ACCUMULATED AVAILABLE BALANCE AVERAGE BALANCE 7,967 44,282 18,903 17,607 25,379 - 6,133 58,382 54,717 (1) Includes Banco Bilbao Vizacaya Argentaria, S.A. and Banco Bilbao Vizcaya Argentaria (Portugal), S.A. 61 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The Strategy and Finance Division, through Balance Sheet Management, manages BBVA Group's liquidity and funding. It plans and executes the funding of the long-term structural gap of each Liquidity Management Unit (LMUs) and proposes to ALCO the actions to adopt in this regard in accordance with the policies and limits established by the Standing Committee. The Bank's target behavior, in terms of liquidity and funding risk is characterized through the Loan to Stable Customer Deposits (LtSCD) ratio. The aim is to preserve a stable funding structure in the medium term for each of the LMUs making up BBVA Group, taking into account that maintaining an adequate volume of stable customer funds is key to achieving a sound liquidity profile. For the purpose of establishing the (maximum) target levels for LtSCD in each LMU and providing an optimal funding structure reference in terms of risk appetite, GRM-Structural Risks identifies and assesses the economic and financial variables that condition the funding structures in the various geographical areas. The second core element in liquidity and funding risk management is to achieve proper diversification of the wholesale funding structure, avoiding excessive reliance on short-term funding and establishing a maximum level of short-term wholesale borrowing. The third element promotes the short-term resilience of the liquidity risk profile, making sure that each LMU has sufficient collateral to address the risk of wholesale markets closing. Basic Capacity is the short-term liquidity risk management and control metric that is defined as the relationship between the available explicit assets and the maturities of wholesale liabilities and volatile funds, at different terms, with special relevance being given to 30- day maturities. The above metrics are completed with a series of indicators and thresholds that aim to avoid the concentration of wholesale funding by product, counterparty, market and term, as well as to promote diversification by geographical area. In addition, reference thresholds are established on a series of advance indicators that make it possible to anticipate stress situations in the markets and adopt, if necessary, preventive actions. Stress analyses are also a basic element of the liquidity and funding risk monitoring system, as they help anticipate deviations from the liquidity targets and limits set out in the risk appetite. They also play a key role in the design of the Liquidity Contingency Plan and in defining the specific measures for action for realigning the risk profile. For each of the scenarios, a check is carried out whether the Bank has a sufficient stock of liquid assets to ensure the ability to meet the liquidity commitments/outflows in the different periods analyzed. The analysis considers four scenarios, one core and three crisis-related: systemic crisis; unexpected internal crisis with a considerable rating downgrade and/or affecting the ability to issue in wholesale markets and the perception of business risk by the banking intermediaries and the bank's customers; and a mixed scenario, as a combination of the two aforementioned scenarios. Each scenario considers the following factors: liquidity existing on the market, customer behavior and sources of funding, impact of rating downgrades, market values of liquid assets and collateral, and the interaction between liquidity requirements and the performance of the bank's asset quality. The results of these stress analyses carried out regularly reveal that BBVA has a sufficient buffer of liquid assets to deal with the estimated liquidity outflows in a scenario such as a combination of a systemic crisis and an unexpected internal crisis with a major downgrade in the bank's rating (by up to three notches). In 2014, both long and short-term wholesale funding markets continued to be stable thanks to the positive trend in sovereign risk premiums and the setting of negative rates by the ECB for the marginal deposit facility, in an environment marked by greater uncertainty on growth in the Eurozone, which has led to new actions by the ECB. At its meeting on June 5, 2014 the ECB announced non-standard measures aimed at increasing inflation and boosting credit and improving the financial conditions for the European economy as a whole. The first two targeted long-term refinancing operations (TLTRO) auctions were held in September and December 2014. BBVA took €2,600 million at each one. BBVA continues to maintain a good funding structure in the short, medium and long term, diversified by products. Issuances for €8,613 million have been completed over the year and the position vis-à-vis the ECB has been reduced significantly, with early repayment of the total of the long-term refinancing operations (LTRO). In 2014, the improvement in the Bank's liquidity and funding profile has made it possible to increase the survival period in each of the stress scenarios analyzed. In this context of improved access to the market, BBVA has maintained its objective of strengthening the funding structure of the different Group entities based on growing their self-funding from stable customer funds, while guaranteeing a sufficient buffer of fully available liquid assets, diversifying the various sources of funding available, and optimizing the generation of collateral available for dealing with stress situations in the markets. The liquidity risk exposure has been kept within the risk appetite and the limits approved by the Board of Directors. 62 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.7 Encumbered Assets As of December 31, 2014, the encumbered (given as collateral for certain liabilities) and unencumbered assets ate broken down as follows: 2014 Assets Assets Equity instruments Debt Securities Other assets Encum bered assets Unencum bered asse ts Millions of Euros Book value Book value 99,983 3,602 35,391 60,990 303,858 6,978 30,638 266,242 These assets are mainly linked to covered bonds. Such assets relate mainly to loans linked to the issue of mortgage bonds, covered bonds or long term securitized bonds (see Note 19); to debt securities that are committed in repurchase agreements; collateral pledged and also loans or debt instruments, in order to access to financing transactions with central banks. The encumbered assets caption also includes any type of collateral pledged to derivative transactions. As of December 31, 2014 collateral pledge mainly due to repurchase agreements and securities lending, and those which could be committed in order to obtain funding are provided below: 2014 Collateral received Collateral received Equity instruments Debt securities Other collateral received Own debt securities issued other than own covered bonds or ABSs Fair value of encumbered collateral received or own debt securities issued Fair value of collateral received or own debt securities issued available for encumbrance Millones de euros 15,577 - 15,577 - - 4,767 78 4,689 - 534 As of December 31, 2014, financial liabilities issued were as follows: 2014 Sources of encumbrance Book value of financial liabilities Millones de euros Matching liabilities, contingent liabilities or securities lent Assets, collateral received and own debt securities issued other than covered bonds and ABSs encumbered 105,744 115,560 63 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 5.8 Residual maturity Below is a breakdown by contractual maturity of the balances of certain headings in the accompanying consolidated balance sheets, excluding any valuation adjustments or impairment losses: 2014 ASSETS - Cash and balances with central banks Loans and advances to credit institutions Loans and advances to customers Debt securities OTC derivatives LIABILITIES- Deposits from central banks Deposits from credit institutions Deposits from customers Debt certificates (including bonds) Subordinated liabilities Short positions Other financial liabilities OTC derivatives CONTINGENT LIABILITIES Financial guarantees 2013 ASSETS - Cash and balances with central banks Loans and advances to credit institutions Loans and advances to customers Debt securities OTC derivatives LIABILITIES- Deposits from central banks Deposits from credit institutions Deposits from customers Debt certificates (including bonds) Subordinated liabilities Short positions Other financial liabilities OTC derivatives CONTINGENT LIABILITIES Financial guarantees Demand Up to 1 Month 1 to 3 Months 3 to 12 Months 1 to 5 Years Over 5 Years Total Millions of Euros 9,262 2,210 21,439 28 - 2 2,856 72,830 - - 7,150 501 - - 16,116 21,534 547 1,835 4,839 31,884 26,941 18 - - 5,724 2,142 - 640 14,507 1,676 2,180 6,812 4,960 12,039 3,521 - - 59 2,238 - 1,819 27,859 5,498 4,098 1,483 6,740 45,412 153 63 - 71 4,044 - 1,137 44,698 27,392 11,317 5,256 8,876 29,219 11,920 1,546 - 2 11,466 - 1,864 82,561 30,091 27,324 - 2,670 983 8,743 6,036 - 2 25,895 9,262 23,786 212,598 65,232 46,754 18,392 57,986 187,424 24,355 7,645 7,150 6,359 45,785 3,024 3,748 685 7,746 7,924 2,931 26,058 Demand Up to 1 Month 1 to 3 Months 3 to 12 Months 1 to 5 Years Over 5 Years Total Millions of Euros 12,085 2,476 25,619 19 - 2 1,142 64,279 - - 5,068 369 - - 10,501 20,978 1,388 878 8,438 15,810 35,444 1,749 - - 4,906 781 - 1,865 13,645 1,002 1,451 1,350 9,657 9,342 133 - - 51 1,455 - 1,089 24,945 7,424 3,745 1,015 5,417 40,758 6,932 - - 54 3,816 - 2,488 48,346 28,402 12,565 14,490 8,353 34,987 15,109 386 - 21 12,096 - 1,964 84,316 14,742 22,569 - 2,392 3,143 7,694 4,670 - 2 21,862 12,085 20,383 217,849 52,977 41,208 25,295 42,771 187,953 31,617 5,056 5,068 5,403 40,010 2,799 5,422 793 5,705 11,372 1,468 27,559 5.9 Operational Risk Operational risk is defined as one that could potentially cause losses due to human errors, inadequate or faulty internal processes, system failures or external events. This definition includes legal risk and excludes strategic and/or business risk and reputational risk. Operational risk is inherent to all banking activities, products, systems and processes. Its origins are diverse (processes, internal and external fraud, technology, human resources, commercial practices, disasters, suppliers). Operational risk management framework Operational risk management in the Group is based on the value-adding drivers generated by the advanced measurement approach (AMA), as follows: • Active management of operational risk and its integration into day-to-day decision-making means: 64 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. − Knowledge of the real losses associated with this type of risk. − − The existence of indicators that enable the Bank to analyze operational risk over time, define warning Identification, prioritization and management of real and potential risks. signals and verify the effectiveness of the controls associated with each risk. The above helps create a proactive model for making decisions about control and business, and for prioritizing the efforts to mitigate relevant risks in order to reduce the Group's exposure to extreme events. Improved control environment and strengthened corporate culture. • • Generation of a positive reputational impact. Operational Risk Management Principles Operational risk management in BBVA Group should: • Be aligned with the risk appetite statement set out by the Board of Directors of BBVA. • Anticipate the potential operational risks to which the Group would be exposed as a result of new or modified products, activities, processes, systems or outsourcing decisions, and establish procedures to enable their evaluation and reasonable mitigation prior to their implementation. • Establish methodologies and procedures to enable a regular reassessment of the relevant operational risks to which the Group is exposed in order to adopt appropriate mitigation measures in each case, once the identified risk and the cost of mitigation (cost/benefit analysis) have been considered, while preserving the Group's solvency at all times. • Identify the causes of the operational losses sustained by the Group and establish measures to reduce them. Procedures must therefore be in place to enable the capture and analysis of the operational events that cause those losses. • Analyze the events that have caused operational risk losses in other institutions in the financial sector and promote, where appropriate, the implementation of the measures needed to prevent them from occurring in the Group. • Identify, analyze and quantify events with a low probability of occurrence and high impact in order to ensure their mitigation. Due to their exceptional nature, it is possible that such events may not be included in the loss database or, if they are, they have impacts that are not representative. • Have an effective system of governance in place, where the functions and responsibilities of the areas and bodies involved in operational risk management are clearly defined. These principles reflect BBVA Group's vision of operational risk, on the basis that the resulting events have an ultimate cause that should always be identified, and that the impact of the events is reduced significantly by controlling that cause. Irrespective of the adoption of all the possible measures and controls for preventing or reducing both the frequency and severity of operational risk events, BBVA ensures at all times that sufficient capital is available to cover any expected or unexpected losses that may occur. Three lines of defense Operational risk management in BBVA is designed and coordinated by the Corporate Operational Risk Management (CORM) unit, belonging to GRM, and by the Operational Risk Management (ORM) units, located in the Risks departments of the different countries and business areas (Country ORM). The business or support areas, in turn, have operational risk managers (Business ORM) who report to the Country ORM and are responsible for implementing the model in the day-to-day activities of the areas. This gives the Group a view of risks at the process level, where risks are identified and prioritized and mitigation decisions are made. By aggregation, this system provides an overall view at a variety of levels. 65 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 6. Fair value of financial instruments The fair value of financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is therefore a market-based measurement and not specific to each entity. All financial instruments, both assets and liabilities are initially recognized at fair value, which at that point is equivalent to the transaction price, unless there is evidence to the contrary in an active market. Subsequently, depending on the type of financial instrument, it may continue to be registered at fair value through adjustments in the profit and loss or equity. When possible, the fair value is determined as the market price of a financial instrument. However, for many of the assets and liabilities of the Group, especially in the case of derivatives, there is no market price available, so its fair value is estimated on the basis of the price established in recent transactions involving similar instruments or, in the absence thereof, by using mathematical measurement models that are sufficiently tried and trusted by the international financial community. The estimates used in such models take into consideration the specific features of the asset or liability to be measured and, in particular, the various types of risk associated with the asset or liability. However, the limitations inherent in the measurement models and possible inaccuracies in the assumptions and parameters required by these models may mean that the estimated fair value of an asset or liability does not exactly match the price for which the asset or liability could be exchanged or settled on the date of its measurement. The process for determining the fair value established in the entity to ensure that trading portfolio assets are properly valued, BBVA has established, at a geographic level, a structure of New Product Committees responsible for validating and approving new products or types of assets and liabilities before being contracted. The members of these Committees, responsible for valuation, are independent from the business (see Note 5). These areas are required to ensure, prior to the approval stage, the existence of not only technical and human resources, but also adequate informational sources to measure these assets and liabilities, in accordance with the rules established by the Global Valuation Area and using models that have been validated and approved by the Department of Methodologies that reports to Global Risk Management. Additionally, for assets and liabilities that show significant uncertainty in inputs or model parameters used for assessment, criteria is established to measure said uncertainty and activity limits are set based on these. Finally, these measurements are compared, as much as possible, against other sources such as the measurements obtained by the business teams or those obtained by other market participants. The process for determining the fair value required the classification of the financial assets and liabilities according to the measurement processes used set forth below: • Level 1: Measurement using market observable quoted prices for the financial instrument in question, secured from independent sources and referred to active markets - according to the Group policies. This level includes listed debt securities, listed equity instruments, some derivatives and mutual funds. • Level 2: Measurement that applies techniques using inputs drawn from observable market data. • Level 3: Measurement using techniques where some of the material inputs are not taken from market observable data. As of December 31, 2014, the affected instruments accounted for approximately 0.14% of financial assets and 0.07% of the Group’s financial liabilities registered at fair value. Model selection and validation is undertaken by control areas outside the market units. 66 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Below is a comparison of the carrying amount of the Bank’s financial instruments in the accompanying balance sheets and their respective fair values. Fair Value and Carrying Amount ASSETS- Cash and balances with central banks Financial assets held for trading Available-for-sale financial assets Loans and receivables Held-to-m aturity investm ents Fair value changes of the hedges item s in portfolio hedges of interes rate risk Hedging derivatives LIABILITIES- Financial assets held for trading Financial liabilities at amortized cost Fair value changes of the hedges item s in portfolio hedges of interes rate risk Hedging derivatives Millions of Euros 2014 2013 Notes Carrying Amount Fair Value Carrying Amount Fair Value 7 8 10 11 12 12 8 19 12 12 9,262 64,495 53,709 230,724 - 9,262 64,495 53,709 232,314 - 12,085 56,631 43,301 230,523 - 12,085 56,631 43,301 230,788 - 121 2,112 121 2,112 98 2,307 98 2,307 50,976 305,036 50,976 301,154 43,599 300,716 43,599 299,618 - 1,959 - 1,959 - 1,507 - 1,507 Not all assets and liabilities are recorded at fair value, so below we provide the information on financial instruments at fair value and subsequently the information of those recorded at cost with an assigned value, although this value is not used when accounting for these instruments. Fair value of certain financial instruments registered at fair value using valuation criteria The following table shows the main financial instruments carried at fair value in the accompanying balance sheets, broken down by the measurement technique used to determine their fair value: Fair Value by Levels Notes Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Millions of Euros 2014 2013 ASSETS- Financial assets held for trading Debt securities Other equity instruments Trading derivatives Available-for-sale financial assets Debt securities Other equity instruments Hedging derivatives LIABILITIES- Financial liabilities held for trading Trading derivatives Short positions Hedging derivatives 8 10 12 8 12 20,637 15,046 4,172 1,419 52,657 46,495 6,162 - 8,510 1,360 7,150 - 43,694 533 15 43,146 926 896 30 2,112 42,430 42,430 - 1,959 164 11 77 76 2 2 - - 36 36 - - 18,080 12,858 4,068 1,154 40,511 35,514 4,997 - 5,988 920 5,068 - 38,315 446 21 37,848 2,650 2,637 13 2,307 37,594 37,594 - 1,507 236 121 58 57 - - - - 17 17 - - The heading “Available-for-sale financial assets” in the accompanying balance sheets as of December 31, 2014 and 2013 additionally includes €124 and €140 million, respectively, accounted for at cost, as indicated in the section of this Note entitled “Financial instruments at cost”. 67 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The following table sets forth the main measurement techniques, hypothesis and inputs used in the estimation of fair value of the financial instruments classified under Levels 2 and 3, based on the type of financial asset and liability and the corresponding balances as of December 31, 2014: Financial Instrum ents Level 2 Fair Value (Millons of euros) Debt securities Trading portf olio Other financial assets at f air value through profit and loss Available-f or-sale f inancial assets Equity Instrum ents Trading portf olio Available-f or-sale f inancial assets Derivatives Trading deri vatives Trading asset portfolio Trading liability portf olio Hedgi ng derivatives Assets Liability 533 - 896 15 30 - 43,146 42,430 2,112 1,959 Financial Instrum ents Level 3 Fair Value (Millons of euros) De bt securities Trading portf olio Available-for-sale financial assets Equity Ins trum ents Trading portf olio Available-for-sale financial assets De rivatives Tradi ng deri vati ves Trading asset portf olio Trading liability portf olio Hedgi ng deri vatives Liability 11 2 77 - 76 36 - Valuation technique(s ) Unobservable inputs Present-value m ethod (Discounted future cash f low s) Active price in inactive m arket Com parable pricing (Observable price in a similar market) - Prepayment rates - Issuer credit risk - Current market interest rates - Brokers/dealers quotes - External contributing prices - Market benchmarks Com parable pricing (Observable price in a similar market) - Brokers quotes - Market operations - NAVs published • Commodit ies: D isco unt ed cash f l o w s and mo ment ad just ment • Credit products: D ef ault mo d el and G aussi an co p ula • Exchange rat e product s: D isco unt ed cash f lo w s, B lack, Lo cal V o l and M o ment ad j ust ment • Fixed income products: D isco unt ed cash f l o w s • Equit y inst ruments: Lo cal- V o l , B lack, M o ment ad just ment and D i sco unt ed cash f lo w s • Interest rat e product s: - Interest rat e swaps, Call money Swaps y FRA: D i sco unt ed cash f lo w s - Caps/Floors: B lack, Hull - W hi t e y SA B R - Bond options: B l ack - Swapt ions: B l ack, Hul l- W hit e y LG M - Int erest rate opt ions: B l ack, Hull- W hi t e y SA B R - Constant M at urity Swaps: SA B R - Excahnge rates - M arket quo ted future prices - M arkert interest rates - Underlying assests prices: shares, funds, co mmmo dities - M arket o bservable vo latilities - Issuer credit spread levels - Quo ted dividens - M arkert listed co rrelatio ns Valuation technique(s) Unobservable inputs Present-value m ethod (Discounted f uture cash f low s) Com parable pricing (Comparison w ith prices of similar instruments) - Credit spread - Reco very rates - Interest rates - M arket benchmark - Default co rrelatio n - P rices o f similar instruments o r market benchmark Net As set Value - NA V pro vided by the administrato r o f the fund Com parable pricing (Comparison w ith prices of similar instruments) - P rices o f similar instruments o r market benchmark Credit Option: Gaussian Copula Equity OTC Options : Heston Interest rate options: Libor Marke t Model - Co rrelació n default - Credit spread - Reco very rates - Interest rate yields - Vo llatility o f vo latility - Interest rate yields - Dividens - A ssets co rrelatio n - B eta - Co rrelatio n rate/credit - Credit default vo latility 68 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Quantitative information of non-observable inputs used to calculate Level 3 valuations is presented below: Financial instrum ent Valuation technique(s) Significant unobservable inputs Min Max Average Units Debt Securities Net Present Value Credit Spread 16.00 1052.00 190.90 b.p. Comparable princing Price Recovery Rate Equity instruments Net Asset Value Net Asset Value Comparable pricing Price Credit Option Gaussian Copula Correlation Default Equity OTC Option Heston Volatility of Volatility Interest Rate Option Libor Market Model Beta 0.50 0.50 - - 35.01 25.00 0.25 40.00 22.50 - - 91.52 97.11 18.00 Correlation Rate/Credit (100.00) 100.00 Credit Default Volatility 0.00 0.00 39.55 5.32 - - 61.37 66.43 9.00 (**) 0.00 % % - - % Vegas % % Vegas Range is not provided as it would be too wide to take into account the diverse nature of the different positions. (*) (**) Depending on the sensitivity of the worst scenario transaction by transaction. The techniques used for the assessment of the main instruments classified in Level 3, and its main unobservable inputs, are described below: The net present value: This model uses the future cash flows of each instrument, which are established in the different contracts, and discounted to their present value. This model often includes many observable market parameters, but may also include unobservable market parameters directly, as described below: • Credit Spread: represents the difference in yield of an instrument and the reference rate, reflecting the additional return that a market participant would require to take the credit risk of that instrument. Therefore, the credit spread of an instrument is part of the discount rate used to calculate the present value of future cash flows. • Recovery rate: defines how the percentage of principal and interest recovered from a debt instrument that has defaulted. Comparable prices: prices of comparable instruments and benchmarks are used to calculate its yield from the entry price or current rating making further adjustments to account for differences that may exist between valued asset and it is taken reference. It can also be assumed that the price of an instrument is equivalent to the other. Net asset value: represents the total value of the assets and liabilities of a fund and is published by the fund manager thereof. Gaussian copula: dependent on credit instruments of various references, the joint density function to integrate to value is constructed by a Gaussian copula that relates the marginal densities by a normal distribution, usually extracted from the correlation matrix of events approaching default by CDS issuers. Heston: the model, typically applied to equity options assumes stochastic behavior of volatility. According to which, the volatility follows a process that reverts to a long-term level and is correlated with the underlying instrument. As opposed to local volatility models, in which the volatility evolves deterministically, the Heston model is more flexible, allowing it to be similar to that observed in the short term today. Libor market model: This model assumes that the dynamics of the interest rate curve can be modeled based on the set of forwards that compose the process. The correlation matrix is parameterized on the assumption that the correlation between any two forwards decreases at a constant rate, beta, to the extent of the difference in their respective due dates. The multifactorial frame of this model makes it ideal for the valuation of instruments sensitive to the slope or curve. Adjustments to the valuation for risk of default The credit valuation adjustments (“CVA”) and debit valuation adjustments (“DVA”) are a part of derivative valuations, both assets and liabilities, to reflect the impact in the fair value of the credit risk of the counterparty and its own, respectively. 69 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. These adjustments are calculated by estimating Exposure At Default, Probability of Default and Loss Given Default, for all derivative products on any instrument at the legal entity level (all counterparties under a same ISDA / CMOF) in which BBVA has exposure. As a general rule, the calculation of CVA is done through simulations of market and credit variables to calculate the expected positive exposure, given the Exposure at Default and multiplying the result by the Loss Given Default of the counterparty. Consequently, the DVA is calculated as the result of the expected negative exposure given the Exposure at Default and multiplying the result by the Loss Given Default of the counterparty. Both calculations are performed throughout the entire period of potential exposure. The information needed to calculate the exposure at default and the loss given default come from the credit markets (Credit Default Swaps or iTraxx Indexes), save for cases where an internal rating is available. For those cases where the information is not available, BBVA implements a mapping process based on the sector, rating and geography to assign probabilities of both probability of default and loss given default, calibrated directly to market or with an adjustment market factor for the probability of default and the historical expected loss. The impact recorded under "Net gains (losses) on financial asset and liabilities" in the income statement for the year ended December 31, 2014 corresponding to the credit risk assessment of the asset derivative positions as "Credit Valuation Adjustment" (CVA) and liabilities derivative position as "Debit Valuation Adjustment" (DVA), was €24 million. Financial assets and liabilities classified as Level 3 The changes in the balance of Level 3 financial assets and liabilities included in the accompanying balance sheets are as follows: Financial Assets Level 3 Changes in the Period Balance at the beginning Valuation adjustments recognized in the income Valuation adjustments not recognized in the income Acquisitions, disposals and liquidations Net transfers to level 3 Exchange differences and others Balance at the end Millions of Euros 2014 5-jul-1905 Assets Liabilities Assets Liabilities 236 40 1 (116) 5 - 166 17 23 - (4) - - 36 442 7 (1) (202) (10) - 236 29 (2) - (10) - - 17 (*) Profit or loss that is attributable to gains or losses relating to those assets and liabilities held at the end of the reporting period. Valuation adjustments are recorded under the heading “Net gains (losses) on financial assets and liabilities (net)”. As of December 31, 2014, the profit/loss on sales of financial instruments classified as level 3 recognized in the accompanying income statement was not material. Transfers between levels The Global Valuation Area, in collaboration with the Technology and Methodology Area, has established the rules for a proper trading portfolio asset classification according to the fair value hierarchy defined by international accounting standards. On a monthly basis, any new assets registered in the portfolio are classified, according to this criterion, by the generating subsidiary. Then, there is a quarterly review of the portfolio in order to analyze the need for a change in classification of any of these assets. 70 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The financial instruments transferred between the different levels of measurement in 2014 are at the following amounts in the accompanying balance sheets as of December 31, 2014: Transfer between levels To: Level 2 Level 3 Level 1 Level 3 Level 1 Level 2 From: Level I Millions of Euros Level 2 Level 3 ASSETS Financial as sets held for trading Available-for-sale financial assets Hedging derivatives LIABILITIES- Financial liabilities held for trading Hedging derivatives 9 60 - - - - 2 - - - 44 182 - - - 3 - - - - - - - - - - - - - - The amount of financial instruments that were transferred between levels of valuation for 2014 is insignificant relative to the total portfolios, basically corresponding to the above revisions of the classification between levels because these assets had modified some of its features . Specifically: • Transfers of Levels 1 and 2 to Level 3 €5 million: Due to certain debt instruments ceasing to have an observable prices in active markets or that the fundamental parameters used in their assessment had become unobservable in the market, which has led to transfers of Level 1 to Level 3 in an amount of €2 million because certain capital instruments ceased to be observable quotes and prices for being in liquidation, so they have gone from Level 1 to Level 3 in an amount of €3 million. • Transfers between Levels 1 and 2 for a net €157 million: Mainly due to the reclassification from €226 million of debt instruments that had had any observable trading on the market and have been transferred from Level 2 to Level 1. Sensitivity Analysis Sensitivity analysis is performed on products with significant unobservable inputs (products included in level 3), in order to obtain a reasonable range of possible alternative valuations. This analysis is carried out on a monthly basis, based on the criteria defined by the Global Valuation Area taking into account the nature of the methods used for the assessment and the reliability and availability of inputs and proxies used. In order to establish, with a sufficient degree of certainty, the valuating risk that is incurred in such assets without applying diversification criteria between them. As of December 31, 2013, the effect on the income and equity of changing the main hypotheses used for the measurement of Level 3 financial instruments for other reasonably possible models, taking the highest (most favorable hypotheses) or lowest (least favorable hypotheses) value of the range deemed probable, would be as follows: Financial Assets Level 3 Sensitivity Analysis ASSETS Financial assets held for trading Available-for-sale financial assets Hedging derivatives LIABILITIES- Financial liabilities held for trading Total Millions of Euros Potential Im pact on Incom e Statem ent Potential Im pact on Total Equity Most Favorable Hypotheses Least Favorable Hypotheses Most Favorable Hypotheses Least Favorable Hypotheses 16 - - 1 17 (18) - - (1) (19) - 1 - - 1 - - - - - 71 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 6.1 Fair value of financial instruments carried at cost using valuation criteria The valuation methods used to calculate the fair value of financial assets and liabilities carried at cost are presented below: • The fair value of "Cash and balances with central banks" has been assimilated to their book value, as it is mainly short-term balances. • The fair value of the "Loans and advances to customers" and "financial liabilities at amortized cost" was estimated using the method of discounted expected future cash flows using market interest rates at the end of each year. Additionally, factors such as prepayment rates and correlations of default are taken into account. The following table presents key financial instruments carried at amortized cost in the accompanying balance sheets, broken down according to the method of valuation used to estimate their fair value: Millions of Euros 2014 2013 Fair Value by Levels Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ASSETS- Cash and balances with central banks Loans and receivables Held-to-maturity investments 9,262 - - - 3,046 - - 229,268 - 12,085 - - - 1,369 - - 229,419 - LIABILITIES- Financial liabilities at amortized cost - - 301,154 - - 299,618 72 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The main valuation methods, hypotheses and inputs used to estimate the fair value of financial instruments accounted for at cost and classified in levels 2 and 3 is shown below. These are broken down by type of financial instrument and the balances correspond to those at December 31, 2014: Financial Instrum ents Level 2 Fair Value (Millons of euros) Valuation technique(s) Unobservable inputs Loans and receivables Debt securities 3,046 Present-value m ethod (Discounted f uture cash f low s) - Credit spread - Interest rates Financial Instrum ents Level 3 Fair Value (Millons of euros) Valuation technique(s) Unobservable inputs Loans and receivables Loans and advances to credit institutions 21,978 Present-value m ethod (Discounted f uture cash f low s) - Credit spread - Prepayment rates - Market interest rates Loans and advances to customers 188,105 Debt securities (19) Financial liabilities at am ortized cost Deposits f rom central banks Deposits f rom credit institutions Customer deposits Debt certif icates Sobordinated liabilities Other financial liabilities 18,400 45,062 155,517 37,445 3,610 3,529 Financial instruments at cost Present-value m ethod (Discounted f uture cash f low s) - Credit spread - Prepayment rates - Market interest rates As of December 31, 2014 and 2013, equity instruments, derivatives with these equity instruments as underlying assets, and certain discretionary profit-sharing arrangements in some companies, are recognized at cost in the balance sheets because their fair value could not be reliably determined, as they are not traded in organized markets and, thus, their unobservable inputs are significant. On the above dates, the balance of these financial instruments recognized in the portfolio of available-for-sale financial assets amounted to €140 million and €114 million, respectively. The table below outlines the financial assets and liabilities carried at cost that were sold in 2014 and 2013: Sales of financial instruments at cost Amount of Sale Carrying Amount at Sale Date Gains/Losses Millions of Euros 2014 2013 71 21 50 22 9 13 73 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 7. Cash and balances with central banks The breakdown of the balance under the headings “Cash and balances with central banks” and "Financial liabilities at amortized cost – deposits from central banks" in the accompanying balance sheets is as follows: Cash and Balances with Central Banks Note s 2014 2013 M illions of Euros Cash Balances at the Central Banks Revers e repurchas e agreem ents 30 Subtotal Accrued interes ts Total 726 8,536 - 9,262 - 9,262 659 11,426 - 12,085 - 12,085 Millions of Euros Deposits from Central Banks Notes 2014 2013 Deposits from Central Banks Repurchase agreements Accrued interest until expiration Total 30 19 17,819 573 8 18,400 24,933 362 192 25,487 8. Financial assets and liabilities held for trading The breakdown of the balance under these headings in the accompanying balance sheets is as follows: Financial Assets and Liabilities Held-for-Trading ASSETS- Loans and advances to credit institutions Loans and advances to customers Debt securities Equity instruments Trading derivatives Total LIABILITIES- Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Trading derivatives Short positions Other financial liabilities Total 74 Millions of Euros 2014 2013 - - 15,590 4,264 44,641 64,495 - - - - 43,826 7,150 - 50,976 - - 13,425 4,148 39,058 56,631 - - - - 38,531 5,068 - 43,599 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 8.1 Debt securities The breakdown by type of instrument of the balance under this heading in the accompanying balance sheets is as follows: Debt Securities Held-for-Trading Breakdown by type of issuer Issued by Central Banks Spanish government bonds Foreign government bonds Issued by Spanish financial institutions Issued by foreign financial institutions Other debt securities Total Millions of Euros 2014 2013 - 6,332 5,256 879 1,252 1,871 15,590 - 5,251 4,930 596 969 1,679 13,425 The debt securities included under Financial Assets Held for Trading earned average annual interest of 1.362% in 2014 (1.727% in 2013). 8.2 Equity instruments The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Equity Instruments Held-for-Trading Breakdown by Issuer Shares of Spanish companies Credit institutions Other sectors Subtotal Shares of foreign companies Credit institutions Other sectors Subtotal Shares in the net assets of mutual funds Total Millions of Euros 2014 2013 865 1,646 2,511 139 1,472 1,611 142 4,264 497 2,234 2,731 106 1,171 1,277 140 4,148 8.3 Trading derivatives The trading derivatives portfolio arises from the Bank’s need to manage the risks incurred by it in the course of normal business activity, as well as commercializing these products to large corporations, mutual funds, etc. As of December 31, 2014 and 2013, trading derivatives are principally contracted in over-the-counter (OTC) markets, with credit entities not resident in Spain as the main counterparties, and related to foreign-exchange, interest-rate and equity risk. 75 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Below is a breakdown of the net positions by transaction type of the fair value of outstanding financial trading derivatives recognized in the accompanying balance sheets, divided into organized and OTC markets: Currency Risk Interest Rate Risk Equity Price Risk Precious Metals Risk Com m odities Risk Credit Risk Other Risks Total Millions of Euros of which: Asset Trading Derivatives 9,742 31,112 3,236 of which: Liability Trading Derivatives (9,864) (29,954) (3,474) 2014 Organized markets Financial futures Options Other products Subtotal OTC markets Credit institutions Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Other financial institutions Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Other sectors Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Subtotal Total 2013 Organized markets Financial futures Options Other products Subtotal OTC markets Credit institutions Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Other financial institutions Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Other sectors Forward transactions Future rate agreements (FRAs) Swaps Options Other products Subtotal Subtotal Total - - - - (114) - - (4) - (118) 292 - - (35) - 257 (118) - - (143) - (261) (122) (122) - 1 - 1 - - (2,102) (30) - (2,132) - - 169 (3) - 166 - - 3,124 (1) - 3,123 1,157 1,158 - 335 - 335 - - (14) (459) - (473) - - 0 (306) - (306) - - 55 151 - 206 (573) (238) - 2 - 2 (512) - - 179 - (333) (139) - - 29 - (110) 154 - - (26) - 128 (315) (313) - - - - - - (1,342) (68) - (1,410) - - 1,117 (108) - 1,009 - - 1,359 21 - 1,380 979 979 - 232 - 232 - - 9 (388) - (379) - - 11 (350) - (339) - - 28 323 - 351 (367) (135) - - - - - - - - - - - - - - - - - - - - - - - - - - - (2) - (2) - - (4) (3) - (7) - - - - - - - - - - - - (7) (9) 2 - - - - - - - - (29) (29) - - - - 55 55 - - - - - - 26 26 549 (11) (523) - - - - - - - - - - - - - - - - - - - - - - - - - - - 334 - 334 0 (114) - (2,120) (496) (29) (2,759) - 292 - 169 (344) 55 172 - (118) - 3,179 7 - 3,068 481 815 44,641 (43,826) - - - - - - - - - - - - - - - - - - - - - - - - 1 (1) - - - - - - 2 (2) - - - - - - - - - - 1 - - 1 1 1 5 - - - - - - - - (45) (45) - - - - 40 40 - - - - - - (5) (5) 430 (4) (435) - - - - - - - - - - - - - - - - - - - - - - - - - - - 234 - 234 (512) - (1,331) (279) (45) (2,167) (139) - 1,128 (429) 40 600 154 - 1,388 318 - 1,860 293 527 39,058 (38,531) Currency Risk Interest Rate Risk Equity Price Risk Precious Metals Risk Com m odities Risk Credit Risk Other Risks Total Millions of Euros of which: Asset Trading Derivatives 4,696 30,370 3,556 of which: Liability Trading Derivatives (5,009) (29,391) (3,691) 76 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 9. Other financial assets and liabilities at fair value through profit or loss As of December 31, 2014 and 2013, this heading of the accompanying balance sheets had no balances. 10. Available-for-sale financial assets 10.1 Breakdown of the balance The breakdown of the balance by the main financial instruments in the accompanying balance sheets is as follows: Available-for-Sale (AFS) Financial Assets Debt securities Impairment losses Subtotal Equity instruments Impairment losses Subtotal Total Millions of Euros 2014 2013 47,413 (20) 47,393 6,391 (75) 6,316 53,709 38,171 (20) 38,151 5,224 (74) 5,150 43,301 77 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 10.2 Debt securities The breakdown of the balance under the heading “Debt securities”, broken down by the nature of the financial instruments, is as follows: Debt Securities Available-for-Sale by Type of Financial Instrument 2014 Domestic Debt Securities Spanish Government and other government agency debt securities Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Subtotal Foreign Debt Securities Mexico Mexican Government and other government agency debt securities Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers The United States Government securities US Treasury and other US Government agencies States and political subdivisions Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Other countries securities Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Subtotal Total Cost Unrealized Gains Millions of Euros Unrealized Losses Fair Value 27,622 4,375 - 2,528 1,847 31,997 435 111 324 - - 324 1,131 402 402 - 729 - 3 726 11,829 6,871 4,958 - 717 4,241 13,395 45,392 1,632 122 - 75 47 1,754 1 - 1 - - 1 5 - - - 5 - - 5 490 411 79 - 6 73 496 2,250 (20) (9) - (1) (8) (29) (4) (1) (3) - - (3) (20) - - - (20) - - (20) (196) (13) (183) - (2) (181) (220) (249) 29,234 4,488 - 2,602 1,886 33,722 432 110 322 - - 322 1,116 402 402 - 714 - 3 711 12,123 7,269 4,854 - 721 4,133 13,671 47,393 78 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Debt Securities Available-for-Sale by Type of Financial Instrument 2013 Domestic Debt Securities Spanish Government and other government agency debt securities Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Subtotal Foreign Debt Securities Mexico Mexican Government and other government agency debt securities Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers The United States Government securities US Treasury and other US Government agencies States and political subdivisions Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Other countries Other foreign governments and other government agency debt Other debt securities Issue by Central Banks Issue by credit institutions Issue by other issuers Subtotal Total 10.3 Equity instruments Millions of Euros Cost Unrealized Gains Unrealized Losses Fair Value 23,715 6,434 - 4,547 1,887 30,149 142 - 142 - - 142 500 51 33 18 449 - 10 439 6,806 3,438 3,368 - 1,558 1,810 7,448 37,597 624 148 - 105 43 772 4 - 4 - - 4 3 - - - 3 - - 3 73 40 33 - 9 24 80 852 (70) (17) - (2) (15) (87) - - - - - - (8) (1) - (1) (7) - (1) (6) (203) (197) (6) - (3) (3) (211) (298) 24,269 6,565 - 4,650 1,915 30,834 146 - 146 - - 146 495 50 33 17 445 - 9 436 6,676 3,281 3,395 - 1,564 1,831 7,317 38,151 The breakdown of the balance under the heading "Equity instruments" as of December 31, 2014 and 2013 is as follows: AFS-Equity Instruments. Breakdown by Type of Financial Instrument 2014 Equity instruments listed Listed Spanish com pany shares Credit institutions Other entities Listed foreign company shares United States Other countries Subtotal Unlisted equity instruments Unlisted Spanish com pany shares Credit institutions Other entities Unlisted foreign com panies shares United States Other countries Subtotal Total Millions of Euros Cost Unrealized Gains Unrealized Losses Fair Value 3,071 - 3,071 2,577 17 2,560 5,648 41 - 41 83 55 28 124 5,772 1 - 1 641 2 639 642 - - - - - - - 642 (70) - (70) (28) - (28) (98) - - - - - - - (98) 3,002 - 3,002 3,190 19 3,171 6,192 41 - 41 83 55 28 124 6,316 79 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. AFS-Equity Instruments. Breakdown by Type of Financial Instrument 2013 Equity instruments listed Listed Spanish com pany shares Credit institutions Other entities Listed foreign company shares United States Other countries Subtotal Unlisted equity instruments Unlisted Spanish com pany shares Credit institutions Other entities Unlisted foreign com panies shares United States Other countries Subtotal Total 10.4 Gains/losses Millions of Euros Cost Unrealized Gains Unrealized Losses Fair Value 3,127 - 3,127 2,511 - 2,511 5,638 54 4 50 86 61 25 140 5,778 11 - 11 3 - 3 14 - - - - - - - 14 (46) - (46) (596) - (596) (642) - - - - - - - (642) 3,092 - 3,092 1,918 - 1,918 5,010 54 4 50 86 61 25 140 5,150 The changes in the gains/losses, net of taxes, recognized under the equity heading “Valuation adjustments – Available-for-sale financial assets” in the accompanying balance sheets are as follows: Changes in Valuation Adjustments - Available-for-Sale Financial Assets Balance at the beginning Valuation gains and losses Income tax Amounts transferred to income Balance at the end Of which: Debt securities Equity instruments Millions of Euros 2014 2013 (52) 3,124 (937) (354) 1,781 1,401 380 (938) 1,360 (408) (66) (52) 388 (440) The losses recognized under the heading “Valuation adjustments – Available-for-sale financial assets – Debt securities” in the income statement for 2014 correspond mainly to Spanish government debt securities. As of December 31, 2014, 14% of the unrealized losses recognized under the heading "Valuation adjustments – Available-for-sale financial assets – Debt securities” were generated over more than twelve months. However, no impairment has been estimated, as following an analysis of these unrealized losses it can be concluded that they were temporary due to the following reasons: the interest payment dates of all the fixed-income securities have been satisfied; and because there is no evidence that the issuer will not continue to meet its payment obligations, nor that future payments of both principal and interest will not be sufficient to recover the cost of the debt securities. The losses recognized under the heading “Valuation adjustments – Available for sale financial assets” in the income statement for 2014 correspond mainly to the market value of the investment in CNBC (see Note 14.1). As of December 31, 2014, the Bank has analyzed the unrealized losses recognized under the heading “Valuation adjustments – Available-for-sale financial assets – Equity instruments” resulting from equity instruments generated over a period of more than 12 months and with a fall of more 470% in their price, as a first approximation to the existence of possible impairment, not finding any reference in such situation. The heading “Impairment losses on financial assets (net) – Available-for-sale financial assets” in the accompanying income statements recognizes losses of €12 million and losses of €30 million for the years 2014 and 2013, respectively (see Note 41). 80 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 11. Loans and receivables The breakdown of the balance under this heading in the accompanying balance sheets, according to the nature of the financial instrument, is as follows: Loans and Receivables Notes 2014 2013 Loans and advances to credit ins titutions Loans and advances to cus tomers Debt securities Total 11.1 11.2 11.3 23,813 203,865 3,046 230,724 20,410 208,313 1,800 230,523 Millions of Euros 11.1 Loans and advances to credit institutions The breakdown of the balance under this heading in the accompanying balance sheets, according to the nature of the financial instrument, is as follows: Loans and Advances to Credit Institutions Notes 2014 2013 Millions of Euros Reciprocal accounts Deposits with agreed maturity Demand deposits Reverse repurchase agreements Other financial assets Impaired assets Total gross Valuation adjustments Impairment losses Accrued interest and fees Hedging derivatives and others Total 30 5.3.1 5.3.7 84 4,548 1,850 8,880 8,401 23 23,786 27 (28) 55 - 23,813 68 6,414 1,166 5,788 6,918 29 20,383 27 (30) 57 - 20,410 81 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 11.2 Loans and advances to customers The breakdown of the balance under this heading in the accompanying balance sheets, according to the nature of the financial instrument, is as follows: Loans and Advances to Customers Notas 2014 2013 Millions of Euros Mortage s ecured loans Other secured loans Other loans Credit accounts Com mercial credit Receivable on demand and other Credit cards Finance leases Reverse repurchase agreements Financial paper Impaired assets Total gross Valuation adjustm ents Impairment losses Accrued interests and fees Hedging derivatives and others Total net 87,159 2,810 67,018 9,606 7,830 2,158 1,119 2,655 9,108 4,061 19,074 212,598 (8,733) (10,146) 574 839 203,865 93,444 2,916 65,243 9,426 7,887 2,282 1,413 2,954 6,062 4,326 21,896 217,849 (9,536) (10,799) 671 592 208,313 30 5.3.6 5.3.1 5.3.7 As of December 31, 2014, 10.71% of "Loans and advances to customers" with a maturity greater than one year were concluded with fixed-interest rates and 89.29% with variable interest rates. The heading “Loans and advances to customers” includes financial lease arrangements provided by various entities in the Bank for their customers to finance the purchase of assets, including movable and immovable property. The breakdown of the financial lease arrangements as of December 31, 2014 and 2013 is as follows: Financial Lease Arrangements Movable property Real Estate Fixed rate Floating rate Millions of Euros 2014 2013 1,224 1,431 1,222 1,433 1,288 1,666 1,267 1,687 The heading “Loans and receivables – Loans and advances to customers” in the accompanying balance sheets also includes certain mortgage loans that, as mentioned in Note 5.6 and pursuant to the Mortgage Market Act, are considered a suitable guarantee for the issue of long-term mortgage covered bonds (see Appendix X). Additionally, this heading also includes certain loans that have been securitized and that have not been derecognized since the Bank has retained substantially all the related risks or rewards due to the fact that it has granted subordinated debt or other types of credit enhancements that absorb either substantially all expected credit losses on the asset transferred or the probable variation in attendant net cash flows. 82 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The amounts recognized in the balance sheets corresponding to these securitized loans are as follows: Securitized Loans Securitized mortgage assets Other securitized assets Commercial and industrial loans Finance leases Loans to individuals Total 11.3 Debt securities Millions of Euros 2014 2013 25,384 1,111 503 205 403 26,495 21,038 4,611 2,710 277 1,624 25,649 The breakdown of the balance under this heading in the accompanying balance sheets, according to the nature of the financial instrument, is as follows: Debt securities Government Credit institutions Other sectors Total gross Valuation adjustments Total Millions of Euros Notes 2014 2013 2,576 4 470 3,050 (4) 3,046 1,264 4 536 1,804 (4) 1,800 5.3.1 5.3.7 12. Hedging derivatives (receivable and payable) and Fair-value changes of the hedged items in portfolio hedges of interest-rate risk The balance of these headings in the accompanying balance sheets is as follows: He dging de riva tive s a nd Fa ir va lue cha nge s of the he dge d ite m s in portfolio he dge s of inte re st ra te risk ASSETS- Fair value changes of the hedged item s in portfolio hedges of H edging derivatives LIABILITIES- interes t rate ris k H edging derivatives M illons of Eur os 2014 2013 121 2,112 - 1,959 99 2,307 - 1,507 83 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. As of December 31, 2014 and 2013, the main positions hedged by the Bank and the derivatives assigned to hedge those positions were: • Fair value hedging: − Available-for-sale fixed-interest debt securities: This risk is hedged using interest-rate derivatives (fixed- variable swaps). − Long-term fixed-interest debt securities issued by the Bank: This risk is hedged using interest-rate derivatives (fixed-variable swaps). − Available-for-sale equity instruments: This risk is hedged using equity forwards. − Fixed-interest loans: This risk is hedged using interest-rate derivatives (fixed-variable swaps). − Fixed-interest deposit portfolio hedges and/or implicit interest derivatives: This risk is hedged using fixed- variable swaps and interest-rate options. The valuation of the deposit hedges corresponding to interest- rate risk is recognized under the heading "Fair value changes of the hedged items in the portfolio hedges of interest-rate risk.” • Cash-flow hedges Most of the hedged items are floating interest-rate loans and asset hedges linked to the inflation of the available for sale portfolio. This risk is hedged using foreign-exchange and interest-rate swaps, inflation and FRA’s (“Forward Rate Agreement”). • Net foreign-currency investment hedges The risks hedged are foreign-currency investments in the Bank’s subsidiaries based abroad. This risk is hedged mainly with foreign-exchange options and forward currency purchases. Note 5 analyzes the Bank's main risks that are hedged using these financial instruments. The details of the net positions by hedged risk of the fair value of the hedging derivatives recognized in the accompanying balance sheets are as follows: 2014 OTC markets Credit institutions Fair value hedge Of wich: Macro hedge Cash f low hedge Net investment in a foreign operation hedge Subtotal Other financial Institutions Fair value hedge Of wich: Macro hedge Cash f low hedge Net investment in a foreign operation hedge Subtotal Other sectors Fair value hedge Of wich: Macro hedge Cash f low hedge Net investment in a foreign operation hedge Subtotal Total Of which: Asset Hedging Derivatives Liability Hedging Derivatives Millions of Euros Currency Risk Interest Rate Risk Equity Price Risk Other Risks Total 269 (208) (109) 160 17 (70) (0) - 17 (26) (26) (1) - (27) 150 2,084 (1,934) - - 10 10 - - - - - - - - - - 10 22 (12) 84 (5) - - (5) (1) - - (1) - - - - - (6) 6 (12) - - - - - - - - - - - - - - - - 264 (208) (99) - 165 16 (70) (0) - 16 (26) (26) (1) - (27) 153 2,112 (1,959) Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2013 OTC markets Credit institutions Fair value hedge Of wich: Macro hedge Cash flow hedge Net investment in a foreign operation hedge Subtotal Other financial Institutions Fair value hedge Of wich: Macro hedge Cash flow hedge Net investment in a foreign operation hedge Subtotal Other sectors Fair value hedge Of wich: Macro hedge Cash flow hedge Net investment in a foreign operation hedge Subtotal Total Of which: Asset Hedging Derivatives Liability Hedging Derivatives Millions of Euros Currency Risk Interest Rate Risk Equity Price Risk Other Risks Total - - - - - - - - - - - - - - - - - - 758 (253) (61) - 697 119 (71) (3) - 116 (12) (6) - - (12) 801 2,306 (1,505) - - - - - - - - - - - - - - - - - - (1) - - - (1) - - - - - - - - - - (1) 1 (2) 757 (253) (61) - 696 119 (71) (3) - 116 (12) (6) - - (12) 800 2,307 (1,507) The cash flows forecasts for the coming years for cash flow hedging recognized on the accompanying balance sheet as of December 31, 2014 are: Cash Flows of Hedging Instruments Receivable cash inflows Payable cash outflows Millions of Euros 3 Months or Less From 3 Months to 1 Year From 1 to 5 Years More than 5 Years Total 12 9 32 28 129 148 151 184 324 369 The above cash flows will have an effect on the income statements until the year 2024. In 2014 and 2013, there was no reclassification in the accompanying consolidated income statements of any amount corresponding to cash flow hedges that was previously recognized in equity. The amount for derivatives designated as accounting hedges that did not pass the effectiveness test during 2014 was not material. As of December 31, 2014 and 2013 there was no hedge accounting that did not pass the effectiveness test. 85 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 13. Non-current assets held for sale The composition of the balance under the heading “Non-current assets held for sale” in the accompanying balance sheets, broken down by the origin of the assets, is as follows: Non-Current Assets Held-for-Sale Breakdown by type of Asset Business sale agreement - Assets (note 14) Other assets from: Tangible fixed assets (net) For ow n use Assets leased out under an operating lease Foreclosures or recoveries (net) Foreclosures Recoveries from financial leases Accrued amortization (*) Impairment losses Total Non-Current Assets Held-for-Sale Millions of Euros 2014 2013 482 205 205 - 2,678 2,540 138 (32) (562) 2,771 - 217 217 - 2,440 2,305 135 (26) (436) 2,195 Business sale agreement - Liabilities (note 14) Liabilities associated with non-current assets held for sale - - (*) Corresponds to the accumulated depreciation of assets before classification as "non-current assets held for sale” " (**) Until classified as non-current assets held for sale . The changes in the balances under this heading in 2014 and 2013 are as follows: 2014 Foreclosed Millions of Euros Recovered Assets from Operating Lease From Ow n Use Assets (*) Othe r (**) Total Cost- Balance at the beginning Additions (Purchases) (***) Contributions from merger transactions Retirements (Sales) Transfers Balance at the end Impairment- Balance at the beginning Additions Contributions from merger transactions Retirements (Sales) Transfers Balance at the end Total 2,305 1,020 (373) (412) 2,540 309 317 (69) (101) 456 2,084 135 39 (23) (13) 138 32 18 (5) (6) 39 99 191 - (82) 64 173 95 1 (47) 18 67 106 - - - 482 482 - - - - - 482 2,631 1,059 - (478) 121 3,333 436 336 - (121) (89) 562 2,771 Until classified as non-current assets held for sale (*) (**) Corresponds to the CIFH business sale agreement (Note 14) (***) Corresponds to the initial cost of the asset received. 86 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2013 Cost- Balance at the beginning Additions (Purchases ) (***) Contributions from merger transactions Retirements (Sales) Transfers Balance at the end Impairment- Balance at the beginning Additions Contributions from merger transactions Retirements (Sales) Transfers Balance at the end Millions of Euros Foreclosed Recovered Assets from Operating Lease From Ow n Use Assets (*) Other (**) Total 1,818 710 477 (700) - 2,305 195 496 198 (187) (393) 309 1,996 113 57 2 (34) (3) 135 28 21 - (9) (8) 32 103 59 - - (40) 172 191 9 2 - (14) 98 95 96 210 - - (297) 87 - - - - - - - - 2,200 767 479 (1,071) 256 2,631 232 519 198 (210) (303) 436 2,195 Until classified as non-current assets held for sale (*) (**) Business sale agreement (Note 14) (***) Corresponds to the initial cost of the asset received. As of December 31, 2014 and 2013, the balance under the heading "Non-current assets held for sale - Foreclosures or recoveries" was made up of €1,860 million and €1,801 million of assets for residential use, €303 million and €270 million of assets for tertiary use (industrial, commercial or offices) and €26 million and €28 million of assets for agricultural use, respectively. The table below shows the length of time for which the main assets from foreclosures or recoveries that were on the balance sheet as of December 31, 2014 and 2013 had been held: Non-Current Assets Held for Sale Period of Ownership Up to one year From 1 to 3 years From 3 to 5 years Over 5 years Total Millions of Euros 2014 2013 702 1,090 354 37 2,183 788 1,067 229 15 2,099 In 2014 and 2013, some of the sales of these assets were financed by the Bank. The amount of the loans granted to the buyers of these assets in those years totaled €158 million and €112 million, respectively, with a mean percentage financed of 89% and 90%, respectively, of the price of sale. The total nominal amount of these loans, which are recognized under “Loans and receivables”, is €940 million and €782 million, as of December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, the gains from the sale of assets financed by the Bank (and, therefore, not recognized in the income statement), amounted to €21 million and €23 million, respectively. 87 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 14. Investments in entities Ongoing operations Investments New agreement for the acquisition of an additional 14.9% of Garanti On November 19, 2014 BBVA Group entered into a new agreement with Dogus Holding A.S., Ferit Faik Şahenk, Dianne Şahenk and Defne Şahenk (“Dogus”) for the acquisition of 62,538,000,000 shares of Garanti at a maximum total consideration of 8.90 Turkish Liras per share, which is equal to 5,566 million of Turkish liras. Completion of the acquisition and the entry into force of the new agreement are conditional on the obtaining of all necessary regulatory consents from the relevant Turkish, Spanish, European Union and, if applicable, other jurisdictions’ regulatory authorities. After the acquisition of the new shares, the stake of the Bank in Garanti will be 39.9%. Catalunya Banc competitive auction On July 21, 2014, the Management Commission of the Banking Restructuring Fund (known as “FROB”) accepted BBVA´s bid in the competitive auction for the acquisition of Catalunya Banc, S.A. (“Catalunya Banc”). As a consequence, BBVA has executed a sale and purchase agreement with FROB, by virtue of which FROB will sell up to 100% of the shares of Catalunya Banc to BBVA for the price of up to €1,187 million. The price will be reduced in an amount equal to €267 million provided that, prior to the effective closing of the transaction, FROB and Catalunya Banc do not obtain a confirmation issued by the Spanish tax authorities of the application of the deferred tax assets regime (foreseen in Royal Decree Law 14/2013) to some losses recorded in Catalunya Banc’s consolidated financial statements for 2013 which were originated as a consequence of the transfer of assets by Catalunya Banc to the Management Company for Assets Arising from the Banking Sector Reorganization (known as “SAREB”). Closing of the sale and purchase transaction will be subject, among others, to the obtaining of the relevant administrative authorizations and approvals and to the effective closing of the transaction announced by Catalunya Banc to the market on July 17, 2014 whereby Catalunya Banc will transfer to an asset securitization fund a loan portfolio with a nominal value of €6,392 million. Divestitures Agreement to sell CNCB On October 2013 this participation was reclassified under the heading “Available for sale financial assets” as mentioned bellow. On January 23, 2015 the Group BBVA has signed an agreement to sell 4.9% in China CITIC Bank Corporation Limited (CNCB) to UBS AG, London Branch (UBS), who has entered into transactions pursuant to which such CNCB shares will be transferred to a third party and the ultimate economic benefit of ownership of such CNCB shares will be transferred to Xinhu Zhongbao Co., Ltd (Xinhu) (the Relevant Transactions). The selling price to UBS is HK$ 5.73 per share, amounting to a total of HK$ 13,136 million, equivalent to approximately 1,460 million Euros. After completing the sale BBVA will hold a 4.7% interest in CNCB. The closing of this transaction between UBS and BBVA will happen after the legal and corporate requirements necessary for the Relevant Transactions relating to Xinhu have been completed. As of December 31, 2014 the investment in CNCB was recognized under the heading “Available for sale financial assets”. We estimate that the closing of the BBVA transaction will take place within the first quarter of 2015. The estimated impact on the financial statements of BBVA will be a gross capital gain of approximately €268 million. 88 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Agreement to sell the partipation in Citic International Financial Holding (CIFH) On December 23, 2014, the BBVA Group signed an agreement to sell its participation of 29.68% in Citic International Financial Holdings Limited (CIFH), to China CITIC Bank Corporation Limited (CNCB). CIFH is a non listed subsidiary of CNCB domiciled in Hong Kong. The selling price is HK$8,162 million. The closing of such agreement is subject to the relevant regulatory approvals. The estimated impact on the financial statements of BBVA will be a gross capital gain of approximately €363 million. As of December 31, 2014 the investment in CNCB was recognized under the heading “Non-current assets held for sale” (see Note 13). 14.1 Associates The breakdown, by currency and listing status, of this heading in the accompanying balance sheets is as follows: Associates Entities By currency: In euros In foreign currencies Total By share price Listed Unlisted Total Less: Impairment losses Total Millions of Euros 2014 2013 413 1 414 6 408 414 (153) 261 414 480 894 6 888 894 (76) 818 The investments in associates as of December 31, 2014, as well as the most important data related to them, can be seen in Appendix III. As of October 21, 2013, BBVA completed the sale of 5.1% stake in CNCB to Citic Limited for an amount of approximately €944 million. The loss attributable to BBVA at the time of the sale amounted to €303 million, which was recognized under the heading “Gains (losses) on derecognized assets not classified as non-current assets held for sale” in the income statement in 2013. After this sale, the stake of BBVA in CNCB is reduced to the 9.9%. The arrangement implied a change in the accounting criteria applied to the participation of BBVA in CNCB, being since then a non material financial participation recognized under the heading “Available-for-sale financial assets” (see Note 10). 89 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The following is a summary of the gross changes in 2014 and 2013 under this heading in the accompanying balance sheets: Associates Entities. Changes in the year Balance at the beginning Acquisitions and capital increases Losses due to merger transactions Disposals and capital reductions Transfers Exchange differences and others Balance at the end Millions of Euros 2014 2013 894 - - (1) (479) - 414 4,531 22 14 (1,241) (2,448) 16 894 The change in 2014 relates mainly to the aforementioned sale of CIFH. The change in 2013 relates mainly to the sale of 5.1% of CNBC and to the transfer of the remaining 9.9% stake held by the Group in the CNBC portfolio of "Available for sale financial assets ". 14.2 Investments in jointly controlled entities The breakdown, by currency and listing status, of this heading in the accompanying balance sheets is as follows: Joint ventures By currency: In euros In foreign currencies Total By share price Listed Unlisted Total Less: Impairment losses Total Millions of Euros 2014 2013 20 3,928 3,948 3,928 20 3,948 - 3,948 16 3,849 3,865 3,849 16 3,865 - 3,865 90 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The following is a summary of the changes in 2014 and 2013 under this heading in the accompanying balance sheets: Joint ventures. Changes in the year Balance at the beginning Acquisitions: Losses due to merger transactions Transfers Exchange differences and others Balance at end of year Millions of Euros 2014 2013 3,865 - - 5 78 3,948 4,013 352 146 (495) (151) 3,865 The breakdown of associates and joint ventures as of December 31, 2014 is shown in Appendix III. 14.3 Holdings in Group entities The heading Investments - Group Entities in the accompanying balance sheets includes the carrying amount of the shares of companies forming part of the BBVA Group. The percentages of direct and indirect ownership and other relevant information on these companies are provided in Appendix II. The breakdown, by currency and listing status, of this heading in the accompanying balance sheets is as follows: Subsidiaries. By currency: In euros In foreign currencies Total By share price Listed Unlisted Total Less: Impairment losses Total Millions of Euros 2014 2013 9,442 19,197 28,639 222 28,417 28,639 (6,695) 21,944 9,014 18,740 27,754 237 27,517 27,754 (6,835) 20,919 91 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The changes in 2014 and 2013 in the balance under this heading in the balance sheets, disregarding the balance of the impairment losses, are as follows: Subsidiaries. Changes in the period. Balance at the beginning Acquisitions and capital increases Los ses due to merger trans actions Sales Transfers Exchange differences and other Balance at the end Millions of Euros 2014 2013 27,754 714 - (147) - 318 28,639 22,921 4,610 204 (303) 453 (131) 27,754 Changes in the holdings in Group entities Besides the aforementioned transactions related to CIFH and CNCB, the most notable transactions performed in 2014 and 2013 are as follows: Changes in 2014 Capital increase in Anida Grupo Inmobiliario On December 23, 2014 BBVA fully subscribed an increase of capital in Anida Grupo Imobiliario by € 400 million. Capital increase in Gran Jorge Juan On July 29, 2014 BBVA fully subscribed an increase of capital in Gran Jorge Juan by € 130 million. Capital increase in BBVA Compass On March 17, 2014 BBVA fully subscribed an increase of capital in BBVA Compass Bancshares, Inc by $117 million (approximately €84 million). Changes in the Group in 2013 Purchase of Unnim Vida and Unnim Protecció On February 1, 2013, Unnim Banc, SA reached an agreement with Aegon Spain Holding B.V. for the acquisition of 50% of Unnim Vida, Inc. Seguros y Reaseguros("Unnim Vida") for a price of €352 million. Thus, the BBVA Group reached 100% of the stake of "Unnim Vida. This acquisition has caused the reclassification of the investment in this entity from “Investments in jointly-controlled entities” to “Investments in Group entities” in the amount of €495 million and a transfer from “Other provisions” to “Impairment of Group investments” in the amount of €255 million On February 15, 2013 Unnim Banc, SA formalized with Reale Seguros Generales, SA the acquisition of 50% of Unnim Protecció, SA Insurance and Reinsurance Company ("Unnim Protecció") at a price of €68 million. Thus, BBVA reached 100% stake in Unnim Protecció. This acquisition has caused a transfer from "Other Provisions" to Impairment on Group investments" for an amount of €60 million. This company was merged with BBVA Seguros, SA Seguros y Reaseguro on October 23, 2013. Capital Increase in Anida Grupo Inmobiliario On December 27, 2013 BBVA fully subscribed a capital increase in Anida Real Grupo Inmobiliario, SL amounting to €4,000 million. This increase has caused a transfer from "Impairment on Loans and receivables” and "Other Provisions" to ”Impairment on Group investments” for a total of €1,883 and € 1,554 million respectively. 92 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Capital Increase in Unnim Sociedad for Management of Real Estate Assets BBVA has fully subscribed various capital increases in Unnim Society for Management of Real Estate Asset , SA Unipersonal for a total amount of €248 million, which have caused a transfer for the same amount from "Other provisions" to ”Impairment on Group investments" Sale of Seguros Bancomer On February 22, 2013, the sale of Seguros BBVA Bancomer, SA de CV, Grupo Financiero BBVA Bancomer to Grupo Financiero BBVA Bancomer, SA de C.V. was formalized The gross gain amounted to €131 million recorded in “Gains (losses) on derecognized assets not classified as non-current assets held for sale” in the income statement in 2013. Sale of BBVA Panama On July 20, BBVA announced that it had reached an agreement with the entity Leasing Bogotá S.A., Panamá, a subsidiary of Grupo Aval Acciones y Valores, S.A., for the sale to the former of all the stake that BBVA holds directly and indirectly in Banco Bilbao Vizcaya Argentaria (Panamá), S.A. (“BBVA Panamá”).The aggregate direct and indirect participation of BBVA in BBVA Panamá represents approximately 98.92% of the share capital of the company On December 19, after having obtained the necessary approvals, BBVA completed the sale. The total consideration that BBVA obtained pursuant to this sale amounted to approximately $353 million (€259 million) after the adjustment of the net income generated by BBVA Panamá from June 1, 2013 up to closing, which amounted a positive adjustment of approximately $8 million (€6 million). BBVA received part of the consideration through the distribution of dividends from BBVA Panamá amounting to $77 million prior to closing (such amount has consequently reduced the purchase price to be paid to BBVA on closing). After deducing such distribution of dividends, the gross capital gain amounted to approximately €190 million which was recognized in the section “Gains (losses) in non-current assets held for sale not classified as discontinued operations”in theincome statement in 2013. Sale of pension businesses in Latin America On May 24, 2012 BBVA announced its decision to conduct a study on strategic alternatives for its pension business in Latin America. The alternatives considered in this process include the total or partial sale of the businesses of the Pension Fund Administrators (AFP) in Chile, Colombia and Peru, and the Retirement Fund Administrator (Afore) in Mexico. On October 2, 2013, with the sale of “AFP Provida” (Administradora de Fondos de Pensiones AFP Provida de Chile), BBVA finalized the process. Below there is a description of each of the operations that have been carried out during this process: Sale of AFP Provida (Chile) On February 1, 2013, BBVA reached an agreement with MetLife, Inc., for the sale of the 64.3% stake that BBVA held in the Chilean Pension Fund manager Administradora de Fondos de Pensiones Provida SA ("AFP Provida"). On October 2, 2013, BBVA completed the sale, generating a capital gain net of taxes amounted to € 480 million which was recognized under the heading “Profit from discontinued operations (Net)” in the income statement in 2013. Sale of BBVA AFP Horizonte S.A. (Peru) On April 23, 2013, BBVA executed the transfer of 100% of the share capital of the Peruvian company "AFP Horizonte SA" in favor of "AFP Integra SA" and "Profuturo AFP, SA" who have each acquired 50% of said company. The capital gain attributable to parent company net of taxes arising from the transaction amounted to approximately €87 million, and was recognized under the heading “Profit from discontinued operations (Net)” in the income statement in 2013. 93 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Sale of BBVA AFP Horizonte S.A. (Colombia) On December 24, 2012, BBVA reached an agreement with Sociedad Administradora de Fondos de Pensiones y Cesantías Porvenir, S.A., a subsidiary of Grupo Aval Acciones y Valores, S.A., for the sale to the former of the total stake that BBVA held directly or indirectly in the Colombian company BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías S.A. On April 18, 2013, after having obtained the necessary approvals, BBVA completed the sale. The capital gain attributable to parent company net of taxes arising from the transaction amounted to approximately €276 million at the moment of the sale, and was recognized under the heading “Profit from discontinued operations (Net)” in the income statement in 2013. Sale of Afore Bancomer (Mexico) On November 27, BBVA announced that it had reached an agreement to sell to Afore XXI Banorte, S.A. de C.V. the entire stake that BBVA held directly or indirectly in the Mexican subsidiary Administradora de Fondos para el Retiro Bancomer, S.A. de C.V. Once the corresponding authorization had been obtained from the competent authorities, the sale was closed on January 9, 2013, at which point the BBVA Group no longer had control over the subsidiary sold.The gain on sale attributable to parent company net of taxes was approximately €118 million and was recognized under the heading “Profit from discontinued operations (Net)” in the income statement in 2013. 14.4 Notifications about acquisition of holdings Appendix IV provides notifications on acquisitions and disposals of holdings in associates or jointly-controlled entities, in compliance with Article 155 of the Corporations Act and Article 53 of the Securities Market Act 24/1988. 14.5 Impairment The breakdown of the changes in impairment losses in 2014 and 2013 under this heading is as follows: Impairment. Balance at the beginning Increase in impairment losses charged to incom e Decrease in im pairm ent losses credited to incom e Losses due to merger transactions Am ount used Transfers Balance at the end Millions of Euros Notes 2014 2013 42 42 6,911 780 (843) - - - 6,848 2,941 332 (517) 205 (60) 4,010 6,911 The line item “Transfer” in the table above for 2013, includes transfers under “Impairment Losses on Loans and Receivables” and “Other Provisions” to “Impairment of Group investments” due to the aforementioned operations of purchase of Unnim Vida and Unnim Protecció and the capital increases in Anida Grupo Inmobiliario and Unnim Sociedad para la Gestión de Activos Inmobiliarios. In 2013 and 2014, and as a result of the improvement in the future expectations for BBVA USA Bancshares, the difference between the carrying amount and the present value of expected cash flows has been reduced by €364 million and €782 million respectively. This figure has been charged under the heading "Impairment losses on other assets (net)" in the income statement for 2013 and 2014. The changes in impairment include the exchange differences resulting from applying the dollar exchange rate at the close of each year and comparing it with the carrying amount exchange rate (exchange rate at the time of the acquisition). 94 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 15. Tangible assets The breakdown of the balance and changes under this heading in the accompanying balance sheets, according to the nature of the related items, is as follows: 2014 Revalued cost - Balance at the beginning Additions Contributions from m erger transactions Retirem ents Transfers Exchange difference and other Balance at the end Accrued depreciation - Balance at the beginning Additions Contributions from m erger transactions Retirem ents Transfers Exchange difference and other Balance at the end Impairment - Balance at the beginning 0 Additions Contributions from m erger transactions Retirem ents Transfers Exchange difference and other Balance at the end Net tangible assets - Balance at the beginning Balance at the end For Ow n Use Millions of Euros Land and Buildings Work in Progres s Furniture, Fixture s and Vehicles Total Tangible Asset of Ow n Use Investm ent Properties Total 920 23 - - (69) - 874 170 9 - - (9) - 170 152 13 - (1) (17) - 147 598 557 83 - - - (37) - 46 - - - - - - - - - - - - - - 83 46 3,420 133 - (640) 26 5 2,944 2,455 190 - (626) (9) 3 2,013 - 11 - - - (11) - 965 931 4,423 156 - (640) (80) 5 3,864 2,625 199 - (626) (18) 3 2,183 152 24 - (1) (17) (11) 147 1,646 1,534 10 - - - - - 10 1 - - - - - 1 4 - - - - - 4 5 5 4,433 156 - (640) (80) 5 3,874 2,626 199 - (626) (18) 3 2,184 156 24 - (1) (17) (11) 151 1,651 1,539 95 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2013 Revalued cost - Balance at the beginning Additions Contributions from merger transactions Retirements Transfers Exchange difference and other Balance at the end Accrued depreciation - Balance at the beginning Additions Contributions from merger transactions Retirements Transfers Exchange difference and other Balance at the end Impairment - Balance at the beginning Additions Contributions from merger transactions Retirements Transfers Exchange difference and other Balance at the end Net tangible assets - Balance at the beginning Balance at the end Millions of Euros For Ow n Use Land and Buildings Work in Progress Furniture, Fixtures and Vehicles Total Tangible Asset of Ow n Use Investm ent Properties Total 589 3 413 - (76) (9) 920 130 10 37 - (3) (4) 170 37 14 135 (3) (32) 1 152 - 422 598 74 9 - - - - 83 - - - - - - - - - - - - - - - 74 83 3,364 174 231 (343) (4) (2) 3,420 2,400 191 190 (315) (10) (1) 2,455 - 29 - - - (29) - - 964 965 4,027 186 644 (343) (80) (11) 4,423 2,530 201 227 (315) (13) (5) 2,625 37 43 135 (3) (32) (28) 152 - 1,460 1,646 1 - 84 - (75) - 10 - - 8 - (7) - 1 - - 27 - (23) - 4 - 1 5 4,028 186 728 (343) (155) (11) 4,433 2,530 201 235 (315) (20) (5) 2,626 37 43 162 (3) (55) (28) 156 - 1,461 1,651 As of December 31, 2014 and 2013, the fully depreciated tangible assets still in use amounted to €1,105 million and €1,558 million, respectively. The main activity of the Bank is carried out through a network of bank branches located geographically as shown in the following table: Bank Branches by Geographical Location Spain Rest of the world Total Num ber of Branches 2014 2013 3,111 19 3,130 3,229 18 3,247 As of December 31, 2014 and 2013, the percentage of branches leased from third parties in Spain was 76.47% and 77.64%, respectively. 16. Intangible assets The breakdown of the balance under this heading in the balance sheets as of December 31, 2014 and 2013 relates mainly to the net balance of the disbursements made on the acquisition of computer software. The average life of the Bank's intangible assets is 5 years. 96 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The breakdown of the changes in 2014 and 2013 in the balance under this heading in the balance sheets is as follows: Other Intangible Assets. Changes Over the Period Notes 2014 2013 Millions of Euros Balance at the beginning Additions Contributions from merger transactions Retirements Amortization in the year Exchange differences and other Impairment Balance at the end 39 927 265 - - (318) - - 874 729 331 168 - (301) - - 927 “Contributions from merger transactions” in 2013 in the table above reflects intangible assets of the merged company Unnim Banc, SA. 17. Tax assets and liabilities The balance of the heading “Tax Liabilities” in the accompanying balance sheets contains the liability for applicable taxes, including the provision for corporation tax of each year, net of tax withholdings and prepayments for that period, and the provision for current period corporation tax in the case of companies with a net tax liability. The amount of the tax refunds due to Group companies and the tax withholdings and prepayments for the current period are included under “Tax Assets” in the accompanying balance sheets. Banco Bilbao Vizcaya Argentaria, S.A. and its tax-consolidable subsidiaries file consolidated tax returns. The subsidiaries of Argentaria, which had been in Tax Group 7/90, were included in Tax Group 2/82 from 2000, since the merger had been carried out under the tax neutrality system provided for in Title VIII, Chapter VIII of Corporation Tax Law 43/1995. On 30 December 2002, the pertinent notification was made to the Ministry of Economy and Finance to extend its taxation under the consolidated taxation regime indefinitely, in accordance with current legislation. Similarly, on the occasion of the acquisition of Unnim Group in 2012, the companies composing the Tax Group No. 580/11 which met the requirements became part of the tax group 2/82 from January 1, 2013. In 2013, the Bank carried out a merger by absorption of Unnim Banc, SA under the special regime for mergers, divisions, transfers of assets and exchanges of securities under Chapter VIII of Title VII of the Corporate Tax Law, approved by Royal Decree 4/2004 as of March 5. Consequently, and in accordance with Article 93 of the quoted Consolidated Text, information requirements and mandatory references relating to the merger are set out in 2013’s annual report of BBVA, S.A., being the first annual report approved after the transaction. However, all the required information regarding assets transferred from Unnim, SA to BBVA, SA is in the merger by absorption deed, other official documents and internal records of the Bank, available to the tax authorities. Unnim Banc is the result of the integration of Caixa d´Estalvis de Manlleu , Caixa d´Estalvis de Sabadell and Caixa d´Estalvis de Terrassa . This integration was carried out on July 1,2010 , under merger creating a new savings bank Caja d´Estalvis Unió de Caixes Manlleu , Sabadell y Terrassa. With effect 1 January 2011, the entity transferred its financial business for a newly created bank , Unnim Banc , SA. Both the merger and the segregation of financial activity conducted under the special regime for mergers, divisions, transfers of assets and exchanges of securities under Chapter VIII of Title VII of the Consolidated Law Tax. The mandatory terms resulting from these restructuring operations are contained in the Annual Report of Caixa d'Estalvis Unió de Caixes Manlleu ,Sabadell y Terrassa for the year 2010 and in the Annual Report of Unnim Banc , SA , for the year 2011, respectively. In general, the information requirements relating to the restructuring are included in the financial statements for those years. 97 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. In 2011 and 2009, the Bank also participated in corporate restructuring operations subject to the special regime for mergers, splits, transfers of assets and exchanges of securities under Chapter VIII of Title VII of the Amended Corporation Tax Act, as approved by Royal Legislative Decree 4/2004, of 5 March. The reporting requirements under the above legislation are included in the notes to the financial statements of the relevant entities for 2011 and 2009. Also, in 2003, as in previous years, the Bank performed or participated in corporate restructuring operations under the special system of tax neutrality regulated by Act 29/1991 of December 16 (which adapted certain tax provisions to the Directives and Regulations of the European Communities) and by Title VIII, Chapter VIII of Corporation Tax Act 43/1995 of December 27. The disclosures required under the aforementioned legislation are included in the notes to the financial statements of the relevant entities for the period in which the transactions took place. 17.1 Years open for review by the tax authorities At the date these financial statements were prepared, the Bank had 2010 and subsequent years open for review by the tax authorities for the main taxes applicable to it. In 2014, as a result of the tax audit conducted by the tax authorities, tax inspection proceedings were initiated against several Group companies for the years up to and including 2009. Having been all signed in acceptance. These proceedings have become final in 2014. In view of the varying interpretations that can be made of some applicable tax legislation, the outcome of the tax inspections of the open years that could be conducted by the tax authorities in the future could give rise to contingent tax liabilities which cannot be objectively quantified at the present time. However, the Banks’ Board of Directors and its tax advisers consider that the possibility of these contingent liabilities becoming actual liabilities is remote and, in any case, the tax charge which might arise therefore would not materially affect the Bank’s financial statements. 17.2 Reconciliation The reconciliation of the corporation tax expense resulting from the application of the standard tax rate to the recognized corporation tax expense is as follows: Reconciliation of the Corporate Tax Expense Resulting from the Application of the Standard Rate and the Expense Registered by this Tax Corporation tax Decreases due to permanent differences: Tax credits and tax relief at cons olidated Companies Other items net Net increases (decreases) due to temporary differences Charge for income tax and other taxes Deferred tax assets and liabilities recorded (utilized) Income tax and other taxes accrued in the period Adjustments to prior years' income tax and other taxes Income tax and other taxes Millions of Euros 2014 2013 384 (311) (53) (20) - 20 20 155 175 68 (344) (219) 495 - (495) (495) (624) (1,119) The item "Other taxes" of the above table includes the effect of income derived from the change of estimates, on the tax liabilities calculation generated from the integration of Unnim. The Bank avails itself of the tax credits for investments in new fixed assets (in the scope of the Canary Islands tax regime, for a non-material amount), tax relief, R&D tax credits, donation tax credits and double taxation tax credits, in conformity with corporate income tax legislation. 98 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Up to December 31, 2001, the Bank and certain Group companies have opted to defer corporation tax on the gains on disposals of tangible assets and shares in investees more than 5% owned by them, the breakdown of which by year is as follows: Year 1996 1997 1998 1999 2000 2001 Millions of Euros 26 150 568 117 75 731 Under the regulations in force until December 31, 2001, the amount of the aforementioned gains for each year had to be included in equal parts in the taxable profit of the seven tax years ending from 2000, 2001, 2002, 2003, 2004 and 2005, respectively. Following inclusion of the portion relating to 2001, the amount of the gains not yet included totaled €1,639 million, with respect to which the Bank availed itself of Transitional Provision Three of Act 24/2001 (of 27 December) on Administrative, Tax, Labor and Social Security Measures. Almost all this amount (€1,634 million) was included as a temporary difference in the 2001 taxable profit. The share acquisitions giving rise to an ownership interest of more than 5%, particularly investments of this kind in Latin America, were assigned to meet reinvestment commitments assumed in order to qualify for the above- mentioned tax deferral. Caixa d´Estalvis de Manlleu, Caixa d´Estalvis de Sabadell and Caixa d´Estalvis de Terrassa adopted until December 31 2001 the deferral for reinvestment of extraordinary profits. The reinvestment was made in land amounting to €1 million and in buildings amounting to €3 million. As of December 31, 2014 there is no amount pending to include for this item. Since 2002 the Bank has availed itself of the tax credit for reinvestment of extraordinary income obtained on the transfer for consideration of properties and shares representing ownership interests of more than 5%. The acquisition of shares over the 5% figure in each period was allocated to fulfill the reinvestment commitments which are a requirement of the previously mentioned tax credit. The amount assumed in order to qualify for the aforementioned tax credit is as follows: Millions of Euros 276 27 332 80 410 1,047 71 23 35 5 4 70 2 Year 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 99 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. In 2014 income attributable to the deduction for reinvestment amounted to €2 million and the year’s investment in the equity elements established by tax regulations was applied to reinvestment. Additionally, due to the merger of Banc Unnim, the Bank assumes the commitment of maintenance during the time required by the tax legislation of the assets in which Caixa d´Estalvis de Sabadell, Caixa d´Estalvis de Terrassa and Caixa d´Estalvis Unió de Caixes Manlleu Sabadell y Terrassa materialized in previous years the reinvestment of extraordinary profits for the implementation of a corresponding deduction. The amount of income qualifying for this deduction indicated is as follows: Year 2008 2009 2010 Millions of Euros 61 59 202 In 2014, following the approval of Law 16/2013, as of October 29, by which certain measures in environmental taxation and other tax and financial measures are adopted, the Bank has included in its tax base 11 million euros as a result of the change in book value of participations in Group companies, associates and joint ventures. The amount pending to include in the tax base at closure and from the investees amounted to €404 million approximately. Pending addition to taxable income as of December 31, 2013 Decrease income (included) 2014 Changes in Investments Equity Pending addition to taxable income as of December 31, 2014 Millions of Euros 2014 415 (11) 404 17.3 Tax recognized in equity In addition to the income tax registered in the income statements, in 2014 and 2013 the Bank recognized the following amounts in equity: Tax Recognized in Total Equity Charges to total equity Debt securities Equity instruments Rest Subtotal Credits to total equity Debt securities Equity instruments Rest Subtotal Total 100 Millions of Euros 2014 2013 (680) (163) (5) (848) 79 - 44 123 (725) (166) - - (166) - 188 28 216 50 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 17.4 Deferred taxes The balance under the heading "Tax assets" in the accompanying balance sheets includes the tax receivables relating to deferred tax assets. The balance under the “Tax liabilities” heading includes the liabilities relating to the Bank's various deferred tax liabilities. The details of the most important tax assets and liabilities are as follows: Tax Assets and Liabilities. Breakdown Millions of Euros 2014 2013 Tax assets- Current Deferred Pensions Portfolio Other assets Impairment losses Rest Secured tax assets Tax losses Total Tax Liabilities- Current Deferred Charge for income tax and other taxes Total 986 7,399 111 735 391 89 163 4,774 1,136 8,385 29 1,626 1,626 1,655 1,402 7,262 103 1,028 434 76 139 4,294 1,188 8,664 - 978 978 978 Based on the available information, including historical profit levels and projections that the Bank handles for the coming years results, it is considered that sufficient taxable income to recover deferred tax assets above are generated when they are deductible depending tax legislation. From the guaranteed tax assets contained in the above table, the detail of the items and amounts guaranteed by the Spanish Government is as follows: Secured tax assets Pensions Impairment losses Total Millions of Euros 2014 2013 1,714 3,060 4,774 1,565 2,729 4,294 101 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 18. Other assets and liabilities The breakdown of the balance under these headings in the accompanying balance sheets is as follows: Other Assets and Liabilities ASSETS- Transactions in transit Accrued interest Unaccrued prepaid expenses Other prepayments and accrued income Other items Total LIABILITIES- Transactions in transit Accrued interest Discounted capital Unpaid accrued expenses Other accrued expenses and deferred income Other items Total Millions of Euros 2014 2013 33 258 24 234 1,216 1,507 29 778 - 551 227 637 1,444 19 233 17 216 826 1,078 36 813 - 562 251 625 1,474 19. Financial liabilities at amortized cost The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Financial Liabilities at Amortized Cost Notes 2014 2013 Millions of Euros Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Subordinated liabilities Other financial liabilities Total 7 19.1 19.2 19.3 19.4 19.5 18,400 58,091 187,731 26,754 7,701 6,359 305,036 25,487 42,920 188,013 33,787 5,106 5,807 301,120 102 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 19.1 Deposits from credit institutions The breakdown of the balance under this heading in the accompanying balance sheets, according to the nature of the financial instruments, is as follows: Deposits from Credit Institutions Notes 2014 2013 Millions of Euros Reciprocal accounts Deposits with agreed maturity Other accounts Repurchase agreements Subtotal Valuation adjustments (*) Total 30 110 24,688 2,730 30,458 57,986 105 58,091 102 23,704 1,035 17,930 42,771 149 42,920 (*) Includes mainly accrued interest until expiration The breakdown of this heading by geographical area and the nature of the related instruments in the accompanying balance sheets, disregarding accrued interest pending maturity, is as follows: 2014 Deposits from Credit Institutions Spain Rest of Europe Mexico South America The United States Rest of the world Total Millions of Euros Dem and Deposits Deposits w ith Agreed Maturity Repos Total 1,339 1,165 75 215 13 33 2,840 11,315 9,981 326 1,023 1,099 944 24,688 2,294 27,933 - - - 231 30,458 14,948 39,079 401 1,238 1,112 1,208 57,986 Millions of Euros Deposits w ith Agreed Maturity Repos Total 12,328 9,223 - 691 715 747 23,704 562 17,218 - - - 150 17,930 13,519 26,705 47 817 768 915 42,771 2013 Deposits from Credit Institutions Dem and Deposits Spain Rest of Europe Mexico South America The United States Rest of the world Total 629 264 47 126 53 18 1,137 103 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 19.2 Customer deposits The breakdown of this heading of the accompanying balance sheets, by type of financial instruments, is as follows: Customer Deposits Notes 2014 2013 Millions of Euros Government and other government agencies Spanish Foreign Repurchase agreem ents Accrued interest Other resident sectors Current accounts Savings accounts Fixed-term deposits Reverse repos Other accounts Accrued interest Non-resident sectors Current accounts Savings accounts Fixed-term deposits Repurchase agreem ents Other accounts Accrued interest Total Of which: Deposits f rom other creditors w ithout valuation adjustment Accrued interest Of which: In euros In f oreign currency 30 30 30 19 10,931 7,600 300 3,023 8 150,231 34,137 27,411 80,734 7,364 (174) 759 26,569 2,939 531 14,786 8,118 155 40 187,731 186,924 807 177,266 10,465 14,489 5,881 87 8,511 10 154,816 31,698 24,296 92,312 5,552 70 888 18,708 2,470 457 8,432 7,289 26 34 188,013 187,081 932 178,804 9,209 The breakdown of this heading in the accompanying balance sheets, by type of instrument and geographical area, disregarding valuation adjustments, is as follows: 2014 Customer Deposits Spain Rest of Europe Mexico South America The United States Rest of the world Total Dem and Deposits Savings Deposits Millions of Euros Deposits w ith Agreed Maturity Repos Total 40,948 2,070 268 351 173 359 44,169 27,433 314 13 98 21 85 27,964 81,328 11,071 116 911 2,132 730 96,288 10,386 8,035 - - 82 - 18,503 160,095 21,490 397 1,360 2,408 1,174 186,924 104 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 2013 Customer Deposits Spain Rest of Europe Mexico South America The United States Rest of the world Total Dem and Deposits Savings Deposits Millions of Euros Deposits w ith Agreed Maturity Repos Total 35,898 1,431 151 583 149 256 38,468 24,315 269 18 84 17 69 24,772 94,044 6,377 143 905 465 554 102,488 14,064 7,289 - - - - 21,353 168,321 15,366 312 1,572 631 879 187,081 19.3 Debt certificates (including bonds) The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Debt Certificates Promissory notes and bills Bonds and debentures issued Total Millions of Euros 2014 2013 - 26,754 26,754 - 33,787 33,787 The total cost of the accrued interest under “Debt certificates (including bonds)” in 2014 and 2013 totaled €1,154 million and €1,462 million, respectively (see Note 34.2). As of December 31, 2014 and 2013 the accrued interest pending payment from promissory notes and bills and bonds and debentures amounted to €643 million and €802 million, respectively. The changes in 2014 and 2013 under the heading “Debt certificates (including bonds)” are described in Note 49.5. 105 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Bonds and debentures issued The breakdown of the balance under this heading, by financial instrument and currency, is as follows: Bonds and debentures issued In euros - Non-convertible bonds and debentures at floating interest rates Non-convertible bonds and debentures at fixed interest rates Covered bonds Treas ury s tock Accrued interest and others In foreign currency - Covered bonds Other Non-convertible s ecurities at fixed interest rates Treas ury s tock Accrued interest and others Total Millions of Euros 2014 2013 26,197 8,841 812 24,523 (10,367) 2,388 557 122 822 (398) 11 26,754 33,264 10,067 4,457 34,836 (18,254) 2,158 523 132 724 (343) 10 33,787 The headings “Nonconvertible bonds and debentures at floating interest rate" and “Non-convertible bonds and debentures at fixed rate” as of December 31, 2014 include several issues, the latest maturing in 2023. The "Covered Bonds" account as of December 31, 2014 includes issues with various maturities, the latest in 2027. 19.4 Subordinated liabilities The breakdown of this heading of the accompanying balance sheets, by type of financial instruments, is as follows: Subordinated Liabilities Convertible Convertib le perpetual securities Non-convertible Preferred Stock Other sub ordinated liab ilities Subordinated deposits Subtotal Valuation adjustments and other concepts (*) Total Millions of Euros 2014 2013 2,736 2,736 809 5 804 4,100 7,645 56 7,701 1,088 1,088 1,431 5 1,426 2,528 5,047 59 5,106 (*) Accrued interest but pending payment, valuation adjustments and issuance costs included This issues include issuances of subordinated debt and accordingly, for debt seniority purposes, they rank behind ordinary debt, but ahead of the Bank’s shareholders, without prejudice to any different seniority that may exist between the different types of subordinated debt instruments according to the terms and conditions of each issue. The breakdown of this heading in the accompanying balance sheets, disregarding valuation adjustments, by currency of issuance and interest rate is shown in Appendix VII. 106 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. From the previous table, the issues launched by BBVA International Limited, BBVA Capital Finance, S.A.U., BBVA International Preferred, S.A.U., BBVA Subordinated Capital, S.A.U., BBVA Global Finance, Ltd., Caixa de Manlleu Preferents, S.A. Unipersonal, Caixa Terrassa Societat de Participacions Preferents, S.A. Unipersonal and CaixaSabadell Preferents, S.A. Unipersonal, are unconditionally and irrevocably secured by the Bank. The variations of the balance under this heading are mainly the result of the following transactions: • Perpetual securities eventually convertible. During 2014 and 2013 respectively, BBVA issued perpetual securities eventually convertible into ordinary shares of BBVA, (Additional level I capital instruments) without pre-emption rights, for a total amount of €1,500 million and $1,500 million (€1,235 million as of December 31, 2014). Both issuances were targeted only towards qualified foreign investors and in any case would not be made or subscribed in Spain or by Spanish-resident investors. These securities are listed in the Singapore Exchange Securities Trading Limited. These convertible perpetual securities are convertible into common shares if the trigger event occurs, that is, if BBVA’s Common Equity Tier 1 capital ratio falls below 5.125%. • Early expiration of subordinated debt On September 23, 2014, BBVA announced the early expiration of the outstanding nominal amount of €633 million of the issue “Subordinated debt – October 04”. On October 20, 2014, after having obtained the necessary approvals, BBVA completed the expiration. 19.5 Other financial liabilities The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Other financial liabilities Creditors for other financial liabilities Collection accounts Creditors for other payment obligations (*) Dividend payable but pending payment Total Millions of Euros 2014 2013 3,295 1,873 1,191 - 6,359 2,737 1,850 1,220 - 5,807 (*) As of December 31, 2014, includes €69 million corresponding to the remuneration to shareholders who choose to be paid in cash through the "Dividend Option" paid on January 14, 2015. The information required by Additional Provision third of Law 15/2010, of July 5, amending the Law 3/2004 of December 29, through which measures for combating late payment are set, is as follows: Payments made and peding payments Millions of Euros 2014 BBVA SPAIN Within the m aximum legal period (*) Other Total paym ents in the year Exceeded weighted average period (in days) Defered payments as of year close that exceed maximum legal period 1,571 144 1,715 39.4 - (*) It is considered on time payments made within 60 days, and not on time those which exceeds 60 days. 107 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The data shown in the table above on payments to suppliers refer to those which by their nature are trade creditors for the supply of goods and services, so data relating to "Other financial liabilities other liabilities -Trade pay " is included in the balance. The weighted average term exceeded (PMPE) payment is calculated as the quotient of the numerator by the sum of the products of each supplier payments made during the year with a higher deferral to the respective legal payment and number of days exceeded the respective deferral period, and the denominator by the total amount of payments made during the year with a higher legal payment period. The maximum legal fee applicable to the Company in 2014 according to Law 15/2010 of July 5, amending the Law 3/2004 of December 29, on measures for the control of contractual payment in commercial transactions, it is 60 days. 20. Provisions The breakdown of the balance under this heading in the accompanying balance sheets, based on type of provisions, is as follows: Provisions. Breakdown by concepts Provisions for pensions and similar obligations Provisions for taxes and other legal contingents Provisions for contingent Risks and commitments Other provisions Total Millions of Euros 2014 2013 5,267 - 238 652 6,157 4,878 - 221 683 5,782 108 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The changes in 2014 and 2013 in the balances under this heading in the accompanying balance sheets are as follows: Provisions. Changes over the Period Notes Balance at the beginning Add - Increase charged to income Interest and similar expenses Personnel expenses Provisions (net) Increase charged to retained earnings (*) Increases due to mergers Other transfers Other changes Less - Available allowances Payments to early retirements Credited to retained earnings Derecognition of allowances Other transfers Other changes Balance at the end 32.2 40 21 40 Millions of Euros 2014 Pensio n f und and simi l ar o b l ig at i o ns ( N o t e 2 1) C o mmi t ment s and co nt i ng ent r i sks p r o vi si o ns T axes, o t her l eg al co nt i ng enci es and o t her p r o vi si o ns 4,878 221 683 865 86 3 776 - - - 204 (2) (654) - (24) - - 5,267 17 - - 17 - - - - - - - - - - 238 90 4 1 85 - - - 73 (4) - - (96) (94) - 652 (*) Corresponds to actuarial losses (gains) arising from certain welfare benefits (see Note 2.9). 109 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Provisions. Changes over the Period Notes Balance at the beginning Add - Increas e charged to income Interest and similar expenses Personnel expenses Provisions (net) Increas e charged to retained earnings (*) Increas es due to mergers Other transfers Other changes Les s - Available allowances Payments to early retirements Credited to retained earnings Derecognition of allowances Other transfers Other changes Balance at the end 32.2 40 21 40 Millions of Euros 2013 Pensi o n f und and si mi l ar o b l ig at i o ns ( N o t e 2 1) C o mmi t ment s and co nt i ng ent r i sks p r o vi si o ns T axes, o t her l eg al co nt i ng enci es and o t her p r o vi sio ns 4,998 176 1,522 430 91 3 336 3 66 72 - (8) (604) - (22) - (57) 4,878 37 - - 37 - 10 - - - - - - - (2) 221 360 - 1 359 712 501 - - (15) - - (175) (2,217) (5) 683 (*) Corresponds to actuarial losses (gains) arising from certain welfare benefits (see Note 2.9). Ongoing legal proceedings and litigation The Bank is party to certain legal actions in a number of jurisdictions, including, among others, Spain, Mexico and the United States, arising in the ordinary course of business. According to the procedural status of these proceedings and the criteria of the legal counsel, BBVA considers that none of such actions is material, individually or as a whole, and with no significant impact on the operating results, liquidity or financial situation of the Bank to arise. The Bank´s Management believes that adequate provisions have been made in respect of such legal proceedings and considers that the possible contingencies that may arise from such on-going lawsuits are not significant enough to require disclosure to the markets. 21. Pensions and other post-employment commitments The Bank has defined Employee Welfare Systems that include both defined-benefit and defined-contribution post- employment commitments with its employees; the proportion of the latter benefits is gradually increasing, mainly due to new hires and because pre-existing defined-benefit commitments have been mostly closed. The main Employee Welfare System has been implemented in Spain. Under the collective labor agreement, Spanish banks are required to supplement the social security benefits received by employees or their beneficiary right-holders in the event of retirement (except for those hired after March 8, 1980), permanent disability, death of spouse or death of parent. The employee welfare system in place at the Bank superseded and improved the terms and conditions of the collective labor agreement for the banking industry; the commitments envisaged in the event of retirement, death and disability cover all employees, including those hired after March 8, 1980. The Bank outsourced all its commitments to serving and retired employees pursuant to Royal Decree 1588/1999, of October 15. These commitments are instrumented in external pension plans, insurance contracts with a non-Group company and insurance contracts with BBVA Seguros, S.A. de Seguros y Reaseguros, which is 99.95% owned by the Banco Bilbao Vizcaya Argentaria Group. 110 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. As stated in Note 2.9, the Bank has both defined-benefit and defined-contribution post-employment commitments with employees; the latter are gradually increasing mainly because it is the scheme being applied to new hires and because pre-existing defined-benefit commitments have been mostly closed. 21.1 Defined-contribution commitments The defined-contribution commitments are settled through contributions made by the Bank annually on behalf of the beneficiaries, who are, almost exclusively, active employees in the Bank. These contributions are accrued and charged to the income statement in the corresponding financial year (see Note 2.9). No liability is therefore recognized in the accompanying balance sheets for this purpose. The amounts registered in the accompanying income statements for contributions to these plans in 2014 and 2013 are €28 million and €30 million, respectively. 21.2 Defined-benefit plans and other long-term commitments Pension commitments in defined-benefit plans correspond mainly to employees who have retired or taken early retirement from the Bank and to certain groups of employees still active in the case of pension benefits, and to most active employees in the case of permanent disability and death benefits. For the latter, BBVA pays the required premiums for full underwriting. A breakdown of the Bank’s total amounts for pension commitments in defined-benefit plans and other post- employment commitments (such as early retirement and welfare benefits) for the last five years can be found in the table below. The commitments are recognized under the heading "Provisions – Provisions for pensions and similar obligations" of the corresponding accompanying balance sheets (see Note 20). Commitments in Defined-Benefit Plans and Other Post-Employment Commitments Pension and post-employment benefits Assets and insurance contracts coverage Total net liabilities (*) Millions of Euros 2014 2013 2012 2011 2010 5,747 480 5,267 5,335 457 4,878 5,464 466 4,998 5,414 448 4,966 5,657 480 5,177 This information is presented in greater detail in the table below for 2014 and 2013, broken down by beneficiaries from the Bank's companies in Spain and from the branches abroad: Pensions and Early-Retirement Commitments and Welfare Benefits: Spain and Abroad 2014 2013 2014 2013 2014 2013 Com m itm ents in Spain Millions of Euros Com m itm ents Abroad Total Post-employment benefits Post-employment benefits Early retirement Post-employment welfare benefits Total post-employment benefits (1) Insurance contracts coverage Post-employment benefits Other plan assets Post-employment benefits Post-employment welfare benefits Total plan assets and insurance contracts coverage (2) Net commitments (1) - (2) of which: With contracts to related companies 2,570 2,803 241 5,614 2,372 2,634 220 5,226 381 383 - - 381 5,233 - - 383 4,843 2,189 1,989 133 - - 133 - 99 99 34 - 109 - - 109 - 74 - 74 35 - 2,703 2,803 241 5,747 2,481 2,634 220 5,335 381 383 99 - 480 5,267 74 - 457 4,878 2,189 1,989 The balance under the heading “Provisions - Provisions for pensions and similar obligations” of the accompanying balance sheet as of December 31, 2014 includes €280 million for commitments for post-employment benefits maintained with previous members of the Board of Directors and the Bank’s Management Committee. . 111 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. In addition to the aforementioned commitments to employees, the Bank has other less relevant commitments. These include long-service awards granted to certain groups of employees when they complete a given number of years of effective service. The Bank has offered these employees the option of an early payment of their awards. As of December 31, 2014 and 2013, the actuarial liabilities for outstanding awards amounted to €9 and €11 million, respectively. The above commitments are recognized under the heading "Other provisions" of the accompanying balance sheets (see Note 20). 21.2.1 Commitments in Spain The most significant actuarial assumptions used as of December 31, 2014 and 2013 to quantify these commitments with employees in Spain are as follows: Actuarial Assumptions Commitments with employees in Spain 2014 2013 Mortality tables PERM/F 2000P. PERM/F 2000P. Discount rate (cum ulative annual) Salary growth rate (cumulative annual) 2.25% At least 2% 3.5% At least 3% Retirement age First date at w hich the employees are entitled to retire or contractually agreed at the individual level in the case of early retirements (*) The interest rate used to discount the commitments has been determined by reference to high-quality corporate bonds (Note 2.9). Changes in the main assumptions can affect the calculation of the commitments. Should the discount interest rate have increased or decreased by 50 basis points, an impact on equity for the commitments in Spain would have been registered for approximately €35 million net of tax. The breakdown of the various commitments to employees in Spain is as follows: Pension commitments in Spain Pension commitments in defined-benefit plans correspond mainly to employees who have retired or taken early retirement from the Bank and to certain groups of employees still active in the Bank in the case of pension benefits, and to the majority of active employees in the case of permanent incapacity and death benefits. These commitments are hedged through insurance contracts and internal funds. The breakdown of pension commitments in defined-benefit plans as of December 31, 2014 and 2013 is as follows: Pension commitments in defined-benefits plans Pension commitments to retired employees Vested contingencies in respect of current employees Total Hedging at the end of the year With insurances contracts to related companies With insurances contracts to non-related companies Total 112 Millions of Euros 2014 2013 2,403 167 2,570 2,189 381 2,570 2,210 162 2,372 1,989 383 2,372 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Insurance contracts have been arranged with insurance companies not related to the Bank to cover some pension commitments in Spain. These commitments are funded by plan assets and therefore are presented in the accompanying balance sheets for the net amount of the commitment less plan assets. As of December 31, 2014 and 2013, the plan assets related to the aforementioned insurance contracts equaled the amount of the commitments covered; therefore, no amount for this item is included in the accompanying balance sheets. The rest of the pension commitments in Spain include defined-benefit commitments for which insurance has been contracted with BBVA Seguros, S.A. de Seguros y Reaseguros, an insurance company that is 99.95% owned by the Bank. These commitments are recognized under the heading "Provisions - Provisions for pensions and similar obligations" of the accompanying balance sheets (Note 20) and the insurance contract assets are recognized under the heading “Insurance contracts linked to pensions”. Insurance contracts with insurance companies not linked to the Group and included in the above table reflect the amount of insurance contract coverage in these contracts. As of December 31, 2014 and 2013, the amount of the plan assets to the aforementioned insurance contracts equaled the amount of the commitments covered. The current contributions made by the Bank in relation to defined-benefit retirement commitments are recorded with a charge to the “Personnel Expenses – Contributions to external pension funds” account of the accompanying income statement and amounted to €13 million and €17 million in 2014 and 2013, respectively. Early retirement in Spain In 2014 and 2013, the Bank offered certain employees the possibility of taking early retirement before the age stipulated in the collective labor agreement in force. This offer was accepted by 1,706 employees (1,055 in 2013). The commitments to early retirees include the compensation and indemnities and contributions to external pension funds payable during the period of early retirement. The commitments relating to this group of employees after they have reached the age of effective retirement are included in the employee welfare system. The early retirement commitments in Spain as of December 31, 2014 and 2013 are recognized under the heading “Provisions – Provisions for pensions and similar obligations” (Note 20) in the accompanying balance sheets for the amount of €2,803 million and €2,634 million, respectively. The cost of early retirement for the year is recognized under the heading “Provision expense (Net) – Transfers to pension funds and similar obligations” in the accompanying income statements (see Note 40). The changes in 2014 and 2013 in the present value of the vested obligations for commitments to early retirees in Spain are as follows: Early retirements commitments Changes in the year Current actuarial value at the begining of the year + Contributions from merger trans actions + Interes t costs + Early retirements in the period - Payments and settelments +/- Other changes +/- Remeasurements : Due to changes in demographic ass umptions Due to changes in financial ass umptions Other actuarial gain and los ses Current actuarial value at the end of the year Heading at the end of the year In internal funds (*) Millions of Euros 2014 2013 2,634 - 76 681 (654) (10) 76 - 68 8 2,803 2,803 2,721 37 82 336 (604) 69 (7) - - - 2,634 2,634 (*) This funds are recognized under the heading “Provisions-Provisions for pension and similar obligation” in the accompanying consolidated balance sheets 113 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Post-employment welfare benefits in Spain The Bank signed a Social Benefit Standardization Agreement for its employees in Spain. The agreement standardizes the existing welfare benefits for the different groups of employees and, in some cases when a service is provided, quantifies it as an annual amount in cash. These welfare benefits include post-employment welfare benefits and other commitments with employees. The details of these commitments as of December 31, 2014 and 2013 are as follows: Post-employment Welfare Benefits Commitments 2014 2013 Commitments to employees Vested contingencies in respect of current employees Total Heaging at the end of the year In internal funds (*) 176 65 241 241 158 62 220 220 Millions of Euros (*) This funds are recognized under the heading “Provisions-Provisions for pension and similar obligation” in the accompanying consolidated balance sheets The changes in 2014 and 2013 in the present value of the vested obligation for post-employment welfare benefit commitments are as follows: Post-employment Welfare Benefits Commitments Changes in the year Balance at the beginning + Contributions from merger transactions + Interest costs +Current service cost - Payments and settelments +/- Past service cost +/- Other changes +/- Remeasurements: Due to changes in demographic assumptions Due to changes in financial assumptions Other actuarial gain and losses Balance at the end Millions of Euros 2014 2013 220 - 8 3 (18) - 11 17 - 19 (2) 241 219 3 8 3 (17) - 5 (1) - - (1) 220 Long-service awards In addition to the aforementioned post-employment welfare benefits, the Bank maintained certain commitments in Spain with some employees, called "Long-service awards". These commitments are for payment of a certain amount in cash and for the allocation of Banco Bilbao Vizcaya Argentaria S.A. shares, when these employees complete a given number of years of effective service. The aforementioned Benefit Standardization Agreement established that the long-service awards terminated as of December 31, 2007. Employees meeting the seniority conditions established are entitled to receive only the value of the commitment accrued to December 31, 2007. 114 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The following is the breakdown of the commitments recognized as of December 31, 2014 and 2013 under these headings: Long-Service Awards Long-service awards (in Cash) Long-service awards (in Shares ) Total Other commitments with employees Millions of Euros 2014 2013 7 2 9 9 2 11 Other benefits for active employees are earned and settled annually, not being necessary to provision them. The total cost of these employee welfare benefits as of December 31, 2014, amounts to €48 million and is recognized with a charge to "Personnel expenses - Other personnel expenses" in the accompanying income statements (Note 38.1) (€49 million in 2013). Estimated future payments for commitments with the Bank's employees The estimated benefit payments in millions of euros over the next 10 years for commitments with employees in Spain are as follows: Estimated Future Payments for Post- Employment Commitments in Spain Post-employment benefits Of w hich: Early retirements 2015 2016 2017 2018 2019 2020-2024 824 632 742 553 663 474 577 391 496 314 1,447 603 Millions of Euros 21.2.2 Commitments abroad Part of the Bank’s foreign network has post-employment defined-benefit commitments to certain current and/or retired employees. Those commitments are not available for new employees. The most relevant data relating to these commitments are as follows: Defined-benefit commitments The accrued liability for defined-benefit commitments to current and/or retired employees, net, where appropriate, of the specific assets assigned to fund them, amounted to €34 million and €35 million as of 31 December 2014 and 2013, respectively, and is included under "Provisions – Provisions for Pensions and Similar Obligations" in the accompanying balance sheets. The present values of the vested obligations of the foreign network are quantified based on an individual member data, and the projected unit credit valuation method is used for current employees. As a general rule, the actuarial assumptions used are as follows: the discount rate have been determined by reference to high quality corporate bonds of the appropriate currency; the mortality tables are those applicable in each local market when an insurance contract is arranged; and the inflation and salary growth rates are those applicable in each local market. 115 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The changes in 2014 and 2013 in the foreign network as a whole, in the balances of "Provisions – Pension funds and similar obligations", net of the plan assets, are as follows: Net Commitments in Branches Abroad Changes in the year Balance at the beginning + Interest costs + Current service cost - Payments and s ettelments +/- Past service cost +/- Other changes +/- Remeasurements: Due to changes in demographic assumptions Due to changes in financial assumptions Other actuarial gain and los ses +/- Exchange differences Balance at the end Millions of Euros 2014 2013 35 2 - (6) 1 - - - - - 2 34 36 1 - (5) - 1 3 - - - (1) 35 The contributions to defined-contribution plans and pension commitments through defined-benefit plans in the foreign network recognized under the heading “Personnel expenses” in the accompanying income statements amounted to €5 million each year. 21.2.3 Summary of the entries in the income statement and equity The net charges in the income statements for 2014 and 2013 for all commitments to post-employment remuneration and benefits, both in Spain and the branches abroad, are summarized below: Post-employments Benefits (Spain+Branches Abroad) Income Statements and Equity Effects. Interest and similar expenses Interes t cost of pens ion funds Personnel expenses Contributions and provisions to pensions funds Welfare benefits Provision (net) Provisions to fund for pension and similar obligations Pension funds Early retirements Welfare benefits Total Effects in Income Statements Total Effects in Retained Earning: Credit (Debit) (*) Millions of Euros Notes 2014 2013 32.2 38.1 86 46 3 76 681 17 909 - 91 52 3 (7) 336 (1) 474 3 (*) Correspond to actuarial losses (gains) arising from pension commitments and certain welfare benefits recognized in “Valuation Adjustments”. For early retirements are recognized in the Income Statements (see Note 2.9.). 116 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 22. Common stock As of December 31, 2014, BBVA’s share capital amounted to €3,050,212,729.62 divided into 6.224.923.938 fully subscribed and paid-up registered shares, all of the same class and series, at €0.49 par value each, represented through book-entry accounts. All of the Bank shares carry the same voting and dividend rights, and no single stockholder enjoys special voting rights. There are no shares that do not represent an interest in the Bank’s common stock. The Bank’s shares are traded on the on the Spanish stock market, as well as on the London and Mexico stock markets. BBVA American Depositary Shares (ADSs) traded on the New York Stock Exchange are also traded on the Lima Stock Exchange (Peru), under an exchange agreement between these two markets. Also, as of December 31, 2014, the shares of BBVA Banco Continental, S.A., Banco Provincial, S.A., BBVA Colombia, S.A., BBVA Chile, S.A. and BBVA Banco Francés, S.A. are listed on their respective local stock markets. BBVA Banco Francés, S.A. is also listed on the Latin American market of the Madrid Stock Exchange and on the New York Stock Exchange As of December 31, 2014, State Street Bank and Trust Co., The Bank of New York Mellon SA NV and Chase Nominees Ltd in their capacity as international custodian/depositary banks, held 11.65%, 7.46%, and 5.84% of BBVA common stock, respectively. Of said positions held by the custodian banks, BBVA is not aware of any individual shareholders with direct or indirect holdings greater than or equal to 3% of BBVA common stock. On February 4, 2010, Blackrock, Inc. reported to the Spanish Securities and Exchange Commission (CNMV) that, as a result of the acquisition (on December 1, 2009) of the Barclays Global Investors (BGI) company, it had an indirect holding of BBVA common stock totaling 4.453% through the Blackrock Investment Management Company. BBVA is not aware of any direct or indirect interests through which control of the Bank may be exercised. BBVA has not received any information on stockholder agreements including the regulation of the exercise of voting rights at its annual general meetings or restricting or placing conditions on the free transferability of BBVA shares. No agreement is known that could give rise to changes in the control of the Bank. The changes in the heading “Common Stock” of the accompanying balance sheets are due to the following common stock increases: Capital Increase As of December 31, 2013 Dividend option - April 2014 Dividend option - October 2014 Capital increas e - November 2014 As of December 31, 2014 Number of Shares 5,785,954,443 101,214,267 41,746,041 242,424,244 6,171,338,995 Common Stock (Millions of Euros ) 2,835 50 20 119 3,024 Year 2014 “Dividend Option” Program: The AGM held on March 14, 2014 under Point Four of the Agenda, resolved to perform four common stock increases, charged to voluntary reserves, to once again implement the program called the “Dividend Option” (see Note 4), delegando en el Consejo de Administración, de conformidad con, pursuant to article 297.1 a) of the Corporations Act, to indicate the date on which said common stock increases should be carried out, within one year of the date on which the agreements are made. On March 26, 2014, the Board of Directors of BBVA approved the execution of the first of the capital increases charged to reserves agreed by the aforementioned AGM. As a result of this increase, the Bank’s common stock increased by €49,594,990.83 through the issue and circulation of 101,214,267shares with a €0.49 par value each. 117 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Likewise, on September 24, 2014, Board of Directors of BBVA approved the execution of the second of the capital increases charged to reserves agreed by the aforementioned AGM of March 14, 2014. As a result of this increase, the Bank’s common stock increased by €20,455,560.09 through the issue and circulation of 41,746,041 ordinary shares with a €0.49 par value each (see Note 4). Similarly, on December 17, 2014, Board of Directors of BBVA approved the execution of the third of the capital increases charged to reserves agreed by the aforementioned AGM. As of January 15, 2015, the Bank’s common stock increased by €26,256,622.07 through the issue and circulation of 53,584,943 ordinary shares with a €0.49 par value each, of the same class and series as the shares currently in circulation, without issuance premium and represented by book entries. As a result of this increase, the Bank’s common stock reached €3,050,212,729.62 divided into 6,224,923,938 registered shares, all of the same class and series, at €0.49 par value each, represented through book-entry accounts. Capital increase On November 19, 2014, the Board of Directors of BBVA, exercising the authority delegated by the AGM held on March 16, 2012 under point Three of its Agenda, decided to carry out a capital increase though an accelerated bookbuilt offering. On November 20, 2014, the capital increase finished with a total par value of €118,787,879.56 through the issue of 242,424,244 shares of BBVA, each with a par value of forty-nine euro cents (€0.49), of the same class and series as the shares currently in circulation and represented by book entries. The subscription price of these new shares was determined to be €8.25 per share. Therefore, the total effective amount of the Capital Increase was of €2,000,000,013 corresponding €118,787,879.56 euros to par value and €1,881,212,133.44 euros to share premium (see Note 26). Year 2013 “Dividend Option” Program The AGM held on March 15, 2013, under Point Four of the Agenda, resolved to perform two common stock increases, charged to voluntary reserves, to once again implement the program called the “Dividend Option” (see Note 3). This confers authority on the Board of Directors, pursuant to article 297.1 a) of the Corporations Act, to indicate the date on which said common stock increases should be carried out, within one year of the date on which the agreements are made. On April 3, 2013, the Executive Committee approved the execution of the first of the capital increases charged to reserves agreed by the aforementioned AGM. As a result of this increase, the Bank’s common stock increased by €40,862,919.86 through the issue and circulation of 83,393,714 shares with a €0.49 par value each. Likewise, on September 25, 2013, the Executive Committee approved the execution of the second of the capital increases charged to reserves agreed by the aforementioned AGM on March 15, 2013. As a result of this increase, the Bank’s common stock increased by €30,197,696.48 through the issue and circulation of 61,627,952 shares with a €0.49 par value each. Convertible Bonds-December 2011 On December 31, 2014, the maturity date of the issue, there was a mandatory conversion of the outstanding Convertible Bonds as of that date. An increase in the Bank’s common stock was carried out to satisfy the shares to be issued upon conversion by the issue and distribution of 192,083,232 ordinary shares at a par value of €0.49 each, amounting to a total of €94,120,783.68, with the share premium being €1,143,279,396.8640 (see Note 23). Other resolutions of the General Shareholders Meeting on the issue of shares and other securities Common stock increases The Bank’s AGM held on March 14, 2014 agreed, in point Four of the Agenda, section 4.4, a common stock increase charge to reserves through the issue and circulation of new ordinary shares with a €0.49 par value each, withouth issuance premium, which as of December 31, 2014 was not executed. This agreement is valid until March 13, 2015. 118 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The Bank’s AGM held on March 16, 2012 agreed, in Point Three of the Agenda, to confer authority on the Board of Directors to increase common stock in accordance with Article 297.1.b) of the Corporations Act, on one or several occasions, within the legal deadline of five years from the date the resolution takes effect, up to the maximum nominal amount of 50% of the subscribed and paid-up common stock on the date on which the resolution is adopted. Likewise, an agreement was made to enable the Board of Directors to exclude the preemptive subscription right on those common stock increases in line with the terms of Article 506 of the Corporations Act. This authority is limited to 20% of the common stock of the Bank on the date the agreement is adopted. Convertible and/or exchangeable securities At the AGM held on March 16, 2012, the shareholders resolved, in Point Five of the Agenda, to delegate to the Board of Directors for a five-year period the right to issue bonds, convertible and/or exchangeable into BBVA shares, for a maximum total of €12,000 million. The powers include the right to establish the different aspects and conditions of each issue; to exclude the pre-emptive subscription right of shareholders in accordance with the Corporations Act; to determine the basis and methods of conversion and/or exchange; and to increase the Bank’s common stock as required to address the conversion commitments. Other securities The Bank’s AGM held on March 11, 2011, in Point Six of the agenda, agreed to delegate to the Board of Directors, the authority to issue, within the five-year maximum period stipulated by law, on one or several occasions, directly or through subsidiaries, with the full guarantee of the Bank, any type of debt instruments, documented in obligations, bonds of any kind, promissory notes, all type of covered bonds, warrants, mortgage participation, mortgage transfers certificates and preferred securities (that are totally or partially exchangeable for shares already issued by the company itself or by another company, in the market or which can be settled in cash), or any other fixed-income securities, in euros or any other currency, that can be subscribed in cash or in kind, registered or bearer, unsecured or secured by any kind of collateral, including a mortgage guarantee, with or without incorporation of rights to the securities (warrants), subordinate or otherwise, for a limited or indefinite period of time, up to a maximum nominal amount of €250 billion. 23. Share premium The changes in the balances under this heading in the accompanying balance sheets are due to the common stock increases carried out in 2014 and 2013 (see Note 22), as set out below: Capital Increase As of December 31, 2012 Convertible bonds conversion - July 2013 As of December 31, 2013 Capital increase - Novem ber 2014 As of December 31, 2014 M illions of Euros Share premium 20,968 1,143 22,111 1,881 23,992 The amended Spanish Corporation Act expressly permits the use of the share premium balance to increase capital and establishes no specific restrictions as to its use. 119 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 24. Reserves The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Reserves. Breakdown by concepts Restricted reserves: Legal reserve Res tricted reserve for retired capital Revaluation Royal Decree-Law 7/1996 Voluntary reserves: Voluntary and others Total 24.1 Legal reserve Millions of Euros 2014 2013 567 268 23 6,784 7,642 534 296 26 6,388 7,244 Under the amended Corporations Act, 10% of any profit made each year must be transferred to the legal reserve. These provisions must be made until the legal reserve reaches 20% of the share capital. The legal reserve can be used to increase the common stock provided that the remaining reserve balance does not fall below 10% of the increased capital. While it does not exceed 20% of the common stock, it can only be allocated to offset losses exclusively in the case that there are not sufficient reserves available. 24.2 Restricted reserves As of December 31, 2014 and 2013, the Bank’s restricted reserves are as follows: Restricted Reserves Restricted reserve for retired capital Restricted reserve for Parent Company shares and loans for those shares Restricted reserve for redenomination of capital in euros Total Millions of Euros 2014 2013 88 178 2 268 88 206 2 296 The restricted reserve for retired capital originated in the reduction of the nominal par value of the BBVA shares made in April 2000. The most significant heading corresponds to restricted reserves related to the amount of shares issued by the Bank in its possession at each date, as well as the amount of customer loans outstanding on those dates that were granted for the purchase of, or are secured by, the Bank’s shares. Finally, pursuant to Law 46/1998 on the Introduction of the Euro, a restricted reserve is recognized as a result of the rounding effect of the redenomination of the Bank’s common stock in euros. 24.3 Revaluation and regularizations of the balance sheet Prior to the merger, Banco de Bilbao, S.A. and Banco de Vizcaya, S.A. availed themselves of the legal provisions applicable to the regularization and revaluation of balance sheets. Thus, on December 31, 1996, Banco Bilbao Vizcaya, S.A. revalued its tangible assets pursuant to Royal Decree-Law 7/1996 of June 7 by applying the maximum coefficients authorized, up to the limit of the market value arising from the existing valuations. As a result of these updates, the increases in the cost and depreciation of tangible fixed assets were calculated and allocated as follows. 120 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Following the review of the balance of the “Revaluation reserve pursuant to Royal Decree-Law 7/1996 of June 7" account by the tax authorities in 2000, this balance could only be used, free of tax, to offset recognized losses and to increase share capital until January 1, 2007. From that date, the remaining balance of this account can also be allocated to unrestricted reserves, provided that the surplus has been depreciated or the revalued assets have been transferred or derecognized. The breakdown of the calculation and movement to voluntary reserves under this heading are: Revaluation and Regularization of the Balance Sheet 2014 2013 Millions of Euros Legal revaluations and regularizations of tangible assets: Cost Less: Single revaluation tax (3%) Balance as of December 31, 1999 Rectification as a result of review by the tax authorities in 2000 Transfer to voluntary reserves Total 187 (6) 181 (5) (153) 23 187 (6) 181 (5) (150) 26 25. Treasury stock In 2014 and 2013 the Group companies performed the following transactions with shares issued by the Bank: Treasury Stock Balance at beginning + Purchases - Sales and other changes +/- Derivatives over BBVA shares +/- Other changes Balance at the end Of w hich: Held by BBVA Held by Corporación General Financiera, S.A. Held by other subsidiaries Average purchase price in euros Average selling price in euros Net gain or losses on transactions (Stockholders' funds-Reserves) 2014 2013 Number of Shares 6,876,770 425,390,265 (390,756,337) - - 41,510,698 5,001,897 36,480,861 27,940 8.86 8.94 Millions of Euros 66 3,770 (3,484) (1) - 350 46 304 - - - 5 Number of Shares 15,462,936 488,985,513 (497,571,679) - - 6,876,770 1,357,669 5,491,697 27,404 7.39 7.44 Millions of Euros 111 3,614 (3,658) (1) - 66 20 46 - 30 The percentages of treasury stock held by the Group in 2014 and 2013 are as follows: Treasury Stock % treasury stock 2014 2013 Min Max Min Max 0.000% 0.699% 0.000% 0.718% 121 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The number of BBVA shares accepted by the Bank in pledge as of December 31, 2014 and 2013 is as follows: Shares of BBVA Accepted in Pledge 2014 2013 Number of shares in pledge Nominal value % of share capital 97,795,984 0,49 1.58% 111,627,466 0.49 1.93% The number of BBVA shares owned by third parties but managed by a company in the Group as of December 31, 2014 and 2013 is as follows: Shares of BBVA Owned by Third Parties but Managed by the Group Number of shares property of third parties Nominal value % of share capital 2014 2013 101,425,692 0.49 1.64% 101,184,985 0.49 1.75% 26. Valuation adjustments The breakdown of the balance under this heading in the accompanying balance sheets is as follows: Valuation Adjustments Available-for-sale financial assets Cash flow hedging Hedging of net investments in foreign transactions Exchange differences Non-current assets held for sale Other valuation adjustments Total Millions of Euros 2014 2013 1,781 (82) - 12 - (20) 1,691 (52) (45) - 1 - (20) (116) The balances recognized under these headings are presented net of tax. 122 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 27. Capital base and capital management Capital base Up to December 31, 2013, Bank of Spain Circular 3/2008 of May 22 on determination and control of minimum capital base, regulated capital requirements for Spanish financial institutions, both individual and consolidated entities. On June 27, 2013 the European Union Official Bulletin published a new regulation on capital requirements (CRDIV) that came into effect on January 1, 2014 and made up of: • Directive 2013/36/UE, of June 26 of the European Parliament on access to credit institution and investment firm activities and on prudential supervision credit institutions and investment firms. This regulation modifies Directive 2002/87/CE and revokes directives 2006/48/CE and 2006/49/CE; and • Regulation (UE) Nº UE 575/2013 (CRR) of June 26 of the European Parliament on prudential requirements on credit institutions and investment firms. This regulation modifies regulation (UE) Nº 648/2012 These directives require the adoption by a national law while the regulation is effective directly. In Spain, Royal Decree Law 14/2013 of November 29, on urgent measures to adapt Spanish Law to the European Union regulation on supervision and solvency of financial institutions, partially adapted the European regulation (Directive 2013/36/UE) to Spanish Law and allowed Bank of Spain, through its fifth clause, to exercise the use of options available to domestic regulating authorities in regulation UE 575/2013. This regulation came into effect on January 1, 2014. From this date on, any clauses from the previous regulation (Circular 3/2008 of Bank of Spain) that oppose the new European regulation were revoked. Additionally, on February 5, 2014, Bank of Spain Circular 2/2014 of January 31 was published so that, in accordance with Regulation Nº 575/2013 that grants domestic authorities certain capacities, Bank of Spain could make use of some of the permanent regulatory options of said regulation. Also, Law 10/2014, of June 26, of organization, supervision and solvency of credit institutions, has continued with the adaptation of CRD-IV to the legal Spanish regulatory framework. All of the above represents the current regulation on minimum capital base requirements for Spanish credit institutions –both as individual entities and as consolidated groups– and how to calculate them, as well as the various internal capital adequacy assessment processes they should have in place and the information they should disclose to the market. The minimum capital base requirements established by the current regulation are calculated according to the Group’s exposure to credit and dilution risk, counterparty and liquidity risk relating to the trading portfolio, exchange-rate risk and operational risk. In addition, the Group must fulfill the risk concentration limits established in said regulation and the internal Corporate Governance obligations. The Group’s bank capital in accordance with the aforementioned applicable regulation, considering entities scope required by the above regulation, as of December 31, 2014 and 2013 is shown below: (please note that the information for the latter period has been adapted to the new presentation format for comparison purposes): 123 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Capital Base Common Equity Tier 1 Capital Common Stock Parent company reserves Reserves in consolidated companies Non-controlling interests Perpetual securities eventually convertible Deductions (Goodwill and others) Attributed net income (less dividends) Aditional Tier 1 Capital Capital instruments elegible as AT1 Capital Deductions and others Tier 1 Capital Tier 2 Capital Other deductions Own Funds Minimum equity required (*) Provisional data Millions of Euros 2014 (*) 2013 41,937 3,024 42,406 (1,204) 1,992 (6,152) 1,871 - 4,205 (4,205) 41,937 11,046 52,983 28,047 35,825 2,835 41,371 (3,380) 2,069 (8,534) 1,464 2,119 2,905 (786) 37,944 4,515 (786) 41,673 25,871 The comparison of the amounts as of December 31, 2014 with respect to the amounts as of December 31, 2013 is affected by the differences between the existing regulations on both periods. Changes during the year 2014 in the amount of Tier 1 capital in the table above are mainly due to the accumulated profit net dividends until December, the capital increase mentioned in Note 25 and also reissuing contingent convertible perpetual securities (see Note 19.4). This increase was partially offset by new deductions that entered into force on January 1, 2014 mainly equity adjustment for prudent valuation, certain indirect or synthetic positions of treasury shares, interests in significant financial institutions, deferred tax assets and the lowest computability of certain elements (minority interests, preferred shares). The Tier 2 capital increase is mainly due to movements in other subordinated liabilities (see Note 21.4). With regard to minimum capital requirements, the increase is mainly due to the different criteria applied with regard to computing requirements according to CRR (new requirements such as adjustments for Credit Valuation Adjustment (CVA) for deferred tax assets or significant stakes in financial institutions in the amount not deducted, etc.) and increased activity in the Group's units, mainly outside Europe. The comparison of the amounts as of December 31, 2014 with respect to the amounts as of December 31, 2013 is affected by the differences between the existing regulations on both periods. Capital Base Core Capital Basic equity Additional equity Total Equity Minimum equity required (*) Provisional data 124 Millions of Euros 2014 (*) 34,035 37,436 3,308 40,744 15,826 2013 31,410 34,183 2,562 36,745 19,724 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Las variaciones producidas en el ejercicio 2014 en los importes de recursos propios mínimos del cuadro anterior vienen dadas, básicamente, por la reducción de Activos Ponderados por Riesgos (APRs) debida esencialmente a la adaptación al criterio CRR del tratamiento del riesgo de crédito de la cartera de instrumentos de capital. Capital management Capital management in the BBVA Group has a twofold aim: • Maintain a level of capitalization according to the business objectives in all countries in which it operates and, simultaneously. • Maximize the return on shareholders’ funds through the efficient allocation of capital to the different units, a good management of the balance sheet and appropriate use of the various instruments forming the basis of the Group's equity: shares, preferred securities and subordinated debt. This capital management is carried out in accordance with the criteria of the Bank of Spain Circular 3/2008 and subsequent amendments both in terms of determining the capital base and the solvency ratios. Prudential and minimum capital requirements also have to be met for the subsidiaries subject to prudential supervision in other countries. The current regulation allows each entity to apply its own internal ratings-based (IRB) approach to risk assessment and capital management, subject to Bank of Spain approval. The BBVA Group carries out an integrated management of these risks in accordance with its internal policies (see Note 5) and its internal capital estimation model has received the Bank of Spain's approval for certain portfolios. 28. Contingent risks and commitments The breakdown of the balance under these headings in the accompanying balance sheets is as follows: Financial Guarantees and Drawable by Third Parties 2014 2013 Millions of Euros Contingent Risks Collateral, bank guarantees and indemnities Rediscounts, endors ements and acceptances Res t Total Contingent Risks Contingent Commitments Drawable by third parties Credit institutions Government and other government agency Other resident sectors Non-resident sector Other commitments Total Contingent Commitments 26,058 1,236 17,843 45,137 44,306 1,057 1,359 21,054 20,837 9,662 53,968 27,718 1,194 19,049 47,961 47,009 1,583 4,354 23,443 17,629 6,403 53,412 Total contingent Risks and Commitments 99,105 101,373 Since a significant portion of the amounts above will reach maturity without any payment obligation materializing for the companies, the aggregate balance of these commitments cannot be considered as an actual future requirement for financing or liquidity to be provided by the Bank to third parties. In 2014 and 2013 no issuances of debt securities carried out by associated entities, joint ventures or non-Group entities have been guaranteed. 125 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 29. Other contingent assets and liabilities As of December 31, 2014 and 2013, there were no contingent assets or liabilities for significant amounts other than those registered in these Financial Statements. 30. Purchase and sale commitments and future payment obligations The breakdown of the sale and purchase commitments of the Bank as of December 31, 2014 and 2013 is as follows: Millions of Euros Purchase and Sale Commitments Notes 2014 2013 Financial instruments sold with repurchase commitments Central Banks Credit Institutions Government and other government agencies Other resident sectors Non-resident sectors Financial instruments purchased with resale commitments Central Banks Credit Institutions Government and other government agencies Other resident sectors Non-resident sectors 7 19.1 19.2 19.2 19.2 7 11.1 11.2 11.2 11.2 49,536 573 30,458 3,023 7,364 8,118 17,988 - 8,880 378 7,889 841 39,645 362 17,930 8,512 5,552 7,289 11,850 - 5,788 - 5,756 306 Future payment obligations other than those mentioned in the notes above correspond mainly to long-term (over 5 year) obligations amounting to around €3,221 million for leases payable derived from operating lease contracts. 31. Transactions for the account of third parties As of December 31, 2014 and 2013, the details of the most significant items under this heading are as follows: Transactions on Behalf of Third Parties Millions of Euros 2014 2013 Financial ins truments entrusted by third parties 403,486 367,442 Conditional bills and other securities received for collection Securities received in credit 2,964 1,808 2,087 1,696 126 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. As of December 31, 2014 and 2013, the off-balance sheet customer funds managed by the Bank are as follows: Off-Balance Sheet Customer Funds by Type 2014 2013 Millions of Euros Inves tment companies and mutual funds Pens ion funds Saving ins urance contracts Managed customers portfolio Total 32,520 17,884 9,144 5,396 64,944 25,529 16,510 8,978 3,932 54,949 32. Interest income and expense and similar items 32.1 Interest and similar income The breakdown of the interest and similar income recognized in the accompanying income statement is as follows: Interest and Similar Income. Breakdown by Origin. 2014 2013 Millions of Euros Central Banks Loans and advances to credit institutions Loans and advances to customers Government and other government agencies Resident sector Non resident sector Debt securities Trading Investment Rectification of income as a res ult of hedging transactions Other income Total 6 142 5,177 708 4,071 398 1,568 204 1,364 (318) 188 6,763 10 191 6,182 855 4,906 421 1,627 218 1,409 (342) 209 7,877 The amounts recognized in equity during both years in connection with hedging derivatives and the amounts derecognized from equity and taken to the income statement during those years are disclosed in the accompanying statements of recognized income and expenses. The following table shows the adjustments in income resulting from hedge accounting, broken down by type of hedge: Adjustments in Income Resulting from Hedge Accounting Cash flow hedging Fair value hedging Total Millions of Euros 2014 2013 1 (319) (318) 1 (343) (342) 127 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 32.2 Interest and similar expenses The breakdown of the balance under this heading in the accompanying income statements is as follows: Interest and Similar Expenses. Breakdown by Origin 2014 2013 Millions of Euros Bank of Spain and other central banks Deposits from credit ins titutions Cus tomers deposits Debt certificates Subordinated liabilities (Note 19.4) Rectification of expenses as a res ult of hedging transactions Cos t attributable to pension funds (Note 21.2.3) Other charges Total 51 438 2,317 1,154 255 (843) 86 35 3,493 157 695 3,104 1,462 260 (1,201) 91 21 4,589 The following table shows the adjustments in expenses resulting from hedge accounting, broken down by type of hedge: Adjustments in Expenses Resulting from Hedge Accounting 2014 2013 Millions of Euros Cash flow hedging Fair value hedging Total 33. Dividend income 4 (847) (843) 4 (1,205) (1,201) The breakdown of the balance under this heading in the accompanying income statements is as follows: Dividend Income Investments in associates Investments in jointly controlled entities Investments in group Entities Other shares and equity instruments Total Millions of Euros 2014 2013 4 38 2,328 478 2,848 135 65 1,880 177 2,257 128 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 34. Fee and commission income The breakdown of the balance under this heading in the accompanying income statements is as follows: Fee and Commission Income Commitment fees Contingent risks Letters of credit Bank and other guarantees Arising from exchange of foreign currencies and banknotes Collection and payment services Bills receivables Current accounts Credit and debt cards Checks (trading, clearing, return) Transfers and others payment orders Rest Securities services Securities underw riting Securities dealing Custody securities Investment and pension funds Rest assets management Counselling on and management of one-off transactions Financial and similar counselling services Factoring transactions Non-banking financial products sales Other fees and commissions Total Millions of Euros 2014 2013 127 182 11 171 2 531 7 115 297 6 57 49 244 72 60 73 - 39 - - 34 447 206 1,773 139 200 17 183 2 550 8 111 300 8 64 59 231 61 63 70 - 37 - - 37 398 218 1,775 35. Fee and commission expenses The breakdown of the balance under this heading in the accompanying income statements is as follows: Fee and Commission Expenses Brokerage fees on lending and deposit transactions Fees and commissions assigned to third parties Credit and debt cards Transfers and others payment orders Securities dealing Rest Other fees and commissions Total Millions of Euros 2014 2013 1 163 129 2 26 6 144 308 - 173 131 3 26 13 159 332 129 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 36. Net gains (losses) on financial assets and liabilities The breakdown of the balance under this heading, by source of the related items, in the accompanying income statements is as follows: Net Gains (Losses) on Financial Assets and Liabilities 2014 2013 Millions of Euros Financial as sets held for trading Other financial assets designated at fair value through profit or los s Other financial instruments not des ignated at fair value through profit or loss Available-f or-sale financial assets Loans and receivables Rest Total (7) - 1,161 1,191 - (30) 1,154 328 - 797 804 84 (91) 1,125 The breakdown of the balance under this heading in the accompanying income statements by the nature of the financial instruments is as follows: Net Gains (Losses) on Financial Assets and Liabilities Breakdown by Nature of the Financial Instrument Debt instruments Equity instruments Loans and receivables Derivatives Deposits from customers Rest Total Millions of Euros 2014 2013 1,749 272 - (568) - (299) 1,154 859 710 84 (488) - (40) 1,125 130 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. While the breakdown of the impact of the derivatives (trading and hedging) in the balance under this heading in the accompanying income statements is as follows: Derivatives Trading and Hedging Trading derivatives Interest rate agreements Security agreements Commodity agreements Credit derivative agreements Other agreements Subtotal Hedging Derivatives Ineffectiveness Fair value hedging Hedging derivative Hedged item Cash flow hedging Subtotal Total Millions of Euros 2014 2013 (461) (96) (1) 25 (533) (35) (478) 443 (35) (568) 119 (496) (2) (59) - (438) (50) (866) 816 - (50) (488) In addition, in 2014 and 2013, under the heading “Exchange differences (net)” of the income statements, net amounts of positive €39 million and positive €137 million, respectively, are registered for transactions with foreign exchange trading derivatives. 37. Other operating income and expenses The breakdown of the balance under the heading “Other operating income” in the accompanying income statements is as follows: Other Operating Income. Breakdown by main Items 2014 2013 Real estate income Financial income from non-financial services Rest of operating income Total 8 64 48 120 7 68 56 131 Millions of Euros The breakdown of the balance under the heading “Other operating expenses” in the accompanying income statements is as follows: Other Operating Expenses. Breakdown by main Item 2014 2013 Millions of Euros Other operating expenses Of which: Contributions to guaranted banks deposits funds Real estate agencies Total 433 215 114 433 641 516 75 641 131 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 38. Administration costs 38.1 Personnel expenses The breakdown of the balance under this heading in the accompanying income statements is as follows: Personnel Expenses. Breakdown by main Concepts Wages and salaries Social security costs Transfers to internal pension provisions Contributions to external pension funds Other personnel expenses Total Millions of Euros Notes 2014 2013 21.2.3 21.2.3 1,623 362 2 44 163 2,194 1,762 361 2 50 177 2,352 The breakdown of the number of employees in the Bank as of December 31, 2014 and 2013, by categories and gender, is as follows: Number of Employees at the end of year Professional Category and Gender 2014 2013 Male Female Male Female Management Team Other line personnel Clerical staff General Services Branches abroad Total 835 10,925 1,618 9 456 13,843 210 9,859 1,592 1 293 11,955 911 11,803 2,051 10 473 15,248 209 10,053 1,915 1 296 12,474 Share-based employee remuneration The amounts registered under the heading “Personnel expenses - Other personnel expenses” in the income statements for the years 2014 and 2013, corresponding to the plans for remuneration based on equity instruments in force in each year, amounted to €50 million and €40 million, respectively. These amounts have been registered with a balancing entry under the heading “Stockholders’ funds – Other equity instruments” in the accompanying balance sheets, net of tax effect. The specifications of the Bank's remuneration plans based on equity instruments are described below. Variable Share-based Remuneration System The BBVA General Meeting, held on March 11, 2011, approved a system of variable remuneration in shares for the BBVA Management Team, including the executive directors and members of the Management Committee (the "System of Variable Remuneration in Shares for the Management Team" or the "System"), whose conditions for 2014 were approved by the BBVA General Meeting, held on March 14, 2014. This system is based on a specific incentive for members of the Management Team (made up by approximately 2,200 recipients) (the "Incentive") comprising the annual allocation to each beneficiary of a number of units that provide the basis for determining the number of shares to which, where applicable, they will be entitled when the Incentive is settled. These depend on the level of delivery against indicators established each year by the General Meeting, taking into account the performance of Total Shareholder Return (TSR); the Group Economic Profit without one-offs; and the Group Attributable Profit without one-offs. This incentive, plus the ordinary variable remuneration in cash to which each manager is entitled, comprises their annual variable remuneration (the "Annual Variable Remuneration"). 132 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. After each financial year-end, the number of units allocated is divided into three parts indexed to each one of the indicators as a function of the weightings established at any time and each one of these parts is multiplied by a coefficient of between 0 and 2 as a function of the scale defined for each indicator every year. The shares resulting from this calculation are subject to the following withholding criteria: • 40% of the shares received will be freely transferrable by the beneficiaries from the time of their vesting; • 30% of the shares received will become transferrable after one year has elapsed from the incentive settlement date; and • The remaining 30% will become transferrable after two years have elapsed from the incentive settlement date. Apart from this, the Bank also has a specific system for settlement and payment of the variable remuneration applicable to employees and managers, including the executive directors and members of the Management Committee, performing professional activities that may have a significant impact on the risk profile of the entity or perform control duties (hereinafter, the "Identified staff"). The specific rules for settlement and payment of the Annual Variable Remuneration of executive directors and members of the Management Committee are described in Note 48, while the rules listed below are applicable to the rest of the Identified staff: • At least 50% of the total Annual Variable Remuneration of the members of the management team in the Identified staff will be paid in BBVA shares. • • Those in the Identified staff who are not members of the management team will receive 50% of their ordinary variable remuneration in BBVA shares. The payment of 40% of their variable remuneration, both in cash as in shares, will be deferred in time. The deferred amount will be paid one third a year over the following three years. • All the shares delivered to these beneficiaries pursuant to the rules explained in the previous paragraph will be unavailable during one year after they have vested. This withholding will be applied against the net amount of the shares, after discounting the part needed to pay the tax accruing on the shares received. A prohibition has also been established against hedging with unavailable vested shares and shares pending reception. • Moreover, circumstances have been defined in which the payment of the deferred Annual Variable Remuneration payable may be capped or impeded (malus clauses), and the adjustment to update these deferred parts has also been determined. • Finally, the variable component of the remuneration corresponding to the Identified Staff is limited to a maximum amount of the 100% of the fix component of the total remuneration, unless the General Meeting approves to increase this limit that, in any case, cannot exceed 200% of the fix component of the total remuneration. For this purpose, the BBVA General Meeting held on March 14, 2014 approved, in accordance with the current laws applicable, that the variable component of the remuneration, corresponding to a year, of the executive directors and certain managers and employees with significant impact on the risk profile of the entity or perform control duties, can reach the 200% of the fix component of the total remuneration, all according to the Report of Recommendations issued by the Board of Directors of BBVA dated January 30, 2014. When the term of the Incentive ended on December 31, 2014, the multiplier applicable to the units allocated to each beneficiary was 0.4775. This resulted in a total number of 1,919,496 shares for the Management Team as a whole, subject to the settlement and payment system described above. Likewise, during 2014 the shares corresponding to the deferred part of the Annual Variable Remuneration corresponding to previous years and its updates have been granted to the beneficiary members of the Identified Staff. Therefore, during 2014 534,953 shares have been granted corresponding to the first third of the Deferred Variable Remuneration in 2012, plus €171,185 as an adjustment for the updated value of the shares vested; and a total of 817,012 shares corresponding to the second third of the Deferred Variable Remuneration in 2011, plus €602,138 as and adjustment for the updated value of the shares vested. 133 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Likewise, during 2014 the shares corresponding to the deferred part of the 2010-2011 Multi-Year Variable Share Remuneration Programme (hereinafter the "Programme" or the "LTI 2010-2011") have been granted to the beneficiaries of BBVA Compass as it is described below: When the term of LTI 2010-2011approved by the General Meeting, 12th March 2010, ended on 31st December 2011, it was settled in application of the conditions established when it began. However, with respect to those Programme beneficiaries who are members of the Identified staff described above, the Bank’s General Meeting, 16th March 2012, approved the modification of the settlement and payment system for the LTI 2010-2011 in order to align it with the special rules applicable to employees performing professional activities that may have a significant impact on the risk profile of the entity or perform control duties, including executive directors and members of the Management Committee, such that: • • • • The payment of 40% of the shares resulting from settlement of the Programme (50% in the case of executive directors and other members of the Management Committee) was deferred to vest in thirds in 2013, 2014 and 2015. The shares paid will not be availed during a period of one year as of their vesting date. This withholding is applicable to the net amount of the shares, after discounting the part needed to pay taxes on the shares received. The vesting of the deferred shares will be subject to the application of the circumstances limiting or impeding payment of the variable remuneration (malus clauses) established by the Board of Directors; and The deferred shares will be adjusted to reflect their updated value. Thus, under the conditions established in the Deferred Variable Remuneration, in 2014 the Identified staff vested a total of 351,105 shares, equivalent to the second third of the deferred part of the shares resulting from settlement of the Programme, plus €259,818 as an adjustment for the updated value of the shares vested. The payment of the remaining one third of the deferred shares resulting from the settlement of the Programme was deferred until the first quarter of 2015. The settlement and payment of the shares arising from this Programme for the executive directors and members of the Management Committee was carried out according to the scheme defined for such purpose, as described in Note 48. 38.2 General and administrative expenses The breakdown of the balance under this heading in the accompanying income statements is as follows: General and Administrative Expenses. Breakdown by main concepts Technology and systems Communications Advertising Property, fixtures and materials Of which:Rent expenses (*) Taxes Other administration expenses Total (*) The Bank does not expect to terminate the lease contracts early. Millions of Euros 2014 2013 364 65 151 415 302 14 461 1,470 386 69 164 434 308 30 442 1,525 134 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 39. Depreciation and amortization The breakdown of the balance under this heading in the accompanying income statements is as follows: Depreciation and Amortization Notes 2014 2013 Millions of Euros Tangible assets For ow n use Investment properties Operating lease Other Intangible assets Total 40. Provisions (net) 15 16 199 190 9 - 318 517 201 191 10 - 301 502 In 2014 and 2013, the net allowances charged to the income statement under the headings “Provisions for pensions and similar obligations”, “Provisions for contingent risks and commitments” “Provisions for taxes and other legal contingencies” and “Other provisions” in the accompanying income statements are as follows: Provisions (Net) Millions of Euros Notes 2014 2013 Provisions for pensions and similar obligations Provisions for contingent Risks and Commitments Other Provisions 20 20 20 Total 774 17 81 872 349 37 344 730 41. Impairment losses on financial assets (net) The impairment losses on financial assets broken down by the nature of these assets in the accompanying income statements are as follows: Impairment Losses on Financial Assets (Net) Breakdown by main concepts Available-for-sale financial assets Debt securities Other equity instruments Held-to-maturity investments Loans and receivables Of which: Recovery of written-off assets Total Millions of Euros 2014 2013 12 - 12 - 1,856 310 1,868 30 9 21 - 3,224 216 3,254 135 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 42. Impairment losses on other assets (net) The impairment losses on non-financial assets broken down by the nature of these assets in the accompanying income statements is as follows: Impairment Losses on Other Assets (Net) Tangible assets For ow n use Investment properties Rest Total Millions of Euros 2014 2013 23 23 - (63) (40) 40 40 - (185) (145) 43. Gains (losses) on derecognized assets not classified as non-current assets held for sale The breakdown of the balance under this heading in the accompanying income statements is as follows: Gains and Losses on Derecognized Assets Not Classified as Non-current Assets Held for Sale Gains Disposal of investments in entities Disposal of intangible assets and other Losses: Disposal of investments in entities Disposal of intangible assets and other Total Millions of Euros 2014 2013 1 - (2) - (1) 177 - (304) - (127) The heading “Disposal of investments in entities” gathered up in 2013 includes the loss attributable to BBVA for the sale of its 5.1% stake in China Citic Bank Corporation Limited (CNCB) as shown in Note 14.4. 136 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 44. Gains (losses) on non-current assets held for sale 44.1 Gains (losses) on non-current assets held for sale not classified as discontinued transactions The main items included in the balance under this heading in the accompanying income statements are as follows: Gains and Losses in Non-current Assets Held for Sale 2014 2013 Millions of Euros Gains for real estate (Note 14) Of which: Foreclosed Sale of buildings for ow n use Impairment of non-current assets held for sale Gains on sale of available-for-sale financial assets Other gains and losses Total (26) (30) 4 (336) - (9) (371) (51) (73) 22 (519) - 200 (370) 44.2 Gains (losses) on non-current assets held for sale classified as discontinued operations The earnings generated by discontinued operations amount to €1,061 million as of December 31, 2013corresponding to the gain on disposal of the Pension Fund Administrators (AFP) in Latin America and the dividends from these companies, (see Note 14). 45. Statements of cash flows Cash flows from operating activities decreased in 2014 by €4,709 million (€3,912 million in 2013). The most significant causes of the increase are linked to “Available-for-sale financial assets” and “Financial instruments held for trading”. The most significant variations in cash flows from investment activities in 2014 corresponded to “Non-current assets held for sale” and “Investments”. Cash flows from financing activities increased in 2014 by €3,749 million (€168 million up in 2013), corresponding to the most significant changes in the acquisition and disposal of own equity instruments. The table below shows the breakdown of the main cash flows related to investing activities as of December 31, 2014 and 2013: Main Cash Flows in Investing Activities 2014 Tangible assets Intangible assets Investments Subsidiaries and other business units Non-current assets and liabilities associated held for sale Held-to-maturity investments Other settlements related with investement activities Millions of Euros Cash Flow s in Investm ent Activities Investments (-) Divestments (+) 156 265 714 - 1,059 - - 14 - 147 - 322 - - 137 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Main Cash Flows in Investing Activities 2013 Tangible assets Intangible assets Investments Subsidiaries and other business units Non-current assets and liabilities associated held for sale Held-to-maturity investments Other settlements related with investement activities Millions of Euros Cash Flow s in Investm ent Activities Investments (-) Divestments (+) 517 498 4,895 - 1,047 - - 28 - 1,359 - 2,030 439 - The heading “Non-current assets held for sale and associated liabilities” in the above tables includes transactions of a non-cash nature related to the foreclosed assets received as payment for past-due loans. 46. Accountant fees and services The breakdown of the fees for the services provided to the Bank by its auditors in 2014 is as follows: Fees for Audits Conducted Audits of the companies audited by firms belonging to the Deloitte worldwide organization and other reports related with the audit (*) Other reports required pursuant to applicable legislation and tax regulations issued by the national supervisory bodies of the countries in which the Group operates, reviewed by firms belonging to the Deloitte worldwide organization Fees for audits conducted by other firms (*) Including fees belonging to annual statutory audits (€6 million) In addition, in 2014, the Bank contracted services (other than audits) as follows: Accountant Fees. Other Services Contracted Firms belonging to the Deloitte worldwide organization(*) Other firm s (*) Includes €0.2 million relating to fees for tax services Millions of Euros 2014 10.1 1.2 - Millions of Euros 2014 1.3 18.9 The services provided by our auditors meet the independence requirements established under Act 44/2002, of 22 November 2002, on Measures Reforming the Financial System and under the Sarbanes-Oxley Act of 2002 adopted by the Securities and Exchange Commission (SEC); accordingly they do not include the performance of any work that is incompatible with the auditing function. 47. Related-party transactions As a financial institution, BBVA engages in transactions with related parties in the normal course of business. All of these transactions are of little relevance and are carried out under normal market conditions. 138 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 47.1 Transactions with significant shareholders As of December 31, 2014 there were no shareholders considered significant (see Note 22). 47.2 Transactions with BBVA Group entities The balances of the main aggregates in the accompanying balance sheets arising from the transactions carried out by the Group companies, which consist of ordinary business and financial transactions carried out under normal market conditions, are as follows: Balances arising from transactions with Entities of the Group Assets: Loans and advances to credit institutions Loans and advances to customers Financial assets- Available for sale Liabilities: Deposits from credit institutions Customers deposits Debt certificates Memorandum accounts: Contingent Risks Contingent Commitments Millions of Euros 2014 2013 1,581 10,482 453 5,941 16,855 21,098 2,049 2,690 9,551 554 5,639 17,251 - 22,598 4,958 The balances of the main aggregates in the accompanying income statements arising from the transactions carried out by the Bank with Group companies, which consist of ordinary business and financial transactions carried out under normal market conditions, are as follows: Balances of Income Statement arising from transactions with Entities of the Group Income statement: Financial Incomes Financial Costs Millions of Euros 2014 2013 1,122 1,278 1,167 1,489 There are no other material effects in the financial statements arising from dealings with these companies, other than the effects arising from using the equity method and from the insurance policies to cover pension or similar commitments, which are described in Note 21. In addition, as part of its normal activity, the Bank has entered into agreements and commitments of various types with shareholders of subsidiaries and associates, which have no material effects on the financial statements. 47.3 Transactions with members of the Board of Directors and the Management Committee The information on the remuneration of the members of the BBVA Board of Directors and the Management Committee is included in Note 48. As of December 31, 2014 and 2013, the amount disposed of the loans granted by the Group’s entities to the members of the Board of Directors was €235 and €141 thousand, respectively. As of December 31, 2014 and 2013 the amount disposed of the loans granted by the Group’s entities to the members of the Management Committee (excluding the executive directors) amounted to €4,614 thousand and €6,076 thousand, respectively. 139 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. As of December 31, 2014, there were no loans granted to parties related to the members of the Bank’s Board of Directors and as of December 31, 2013 the amount disposed of the loans granted to parties related to the members of the Bank’s Board of Directors amounted to €6,939 thousand. As of December 31, 2014 the amount disposed of loans granted to parties linked to members of the Bank’s Management Committee amounted to €291 thousand. As of December 31, 2013, there were no loans granted to parties linked to members of the Bank’s Management Committee. As of December 31, 2014 and2013no guarantees had been granted to any member of the Board of Directors. As of December 31, 2014 and 2013no guarantees had been granted to any member of the Management Committee. As of December 31, 2014 and 2013the amount disposed for guarantee and commercial loan transactions arranged with parties related to the members of the Bank’s Board of Directors and Management Committee totaled €419 thousand and €5,192 thousand respectively. 47.4 Transactions with other related parties In 2014 and 2013, the Bank did not perform any transactions with other related parties that did not belong to the normal course of its business, that were not under normal market conditions or that were relevant for the equity, financial situation or earnings of the Bank. 48. Remuneration and other benefits of the Board of Directors and Members of the Bank’s Management Committee • Remuneration of non-executive directors received in 2014 The cash remuneration paid to the non-executive members of the Board of Directors during 2014 is indicated below. The figures are given individually for each non-executive director and itemised: Non-Executive Director remuneration Tomás Alfaro Drake Ramón Bustamante y de la Mora José Antonio Fernández Rivero (1) Ignacio Ferrero Jordi Belén Garijo López Carlos Loring Martínez de Irujo Lourdes Máiz Carro (2) José Maldonado Ramos José Luis Palao García-Suelto Juan Pi Llorens Susana Rodríguez Vidarte Total (3) Board of Directors Executive Committee 129 129 129 129 129 129 107 129 129 129 129 1,395 - - - 167 - - - 167 - - 167 500 Audit & Compliance 71 71 - - 71 71 - - 179 - - 464 Thousands of Euros Risks Committee Remuneration Committee - 107 214 - - - - - 107 107 53 588 21 - - 43 - 107 - 43 - 43 21 278 Appointments Committee Total 102 - 41 - - - - 41 20 - 41 244 323 307 383 338 200 307 107 379 435 278 411 3,469 (1) Mr. José Antonio Fernández Rivero received, in addition to the above mentioned amounts, a total of €546 thousand as a pre-retired BBVA employee. As of November, his status changed to retired, and he recived a retirement pension amount of €95 thousand from an insurance company. (2) Mrs. Lourdes Máiz Carro was named director on March 14, 2014, as agreed at the AGM. (3) Mr. Juan Carlos Álvarez Mezquíriz, who ceased to be a director on March 14, 2014, received the total amount of €84 thousand as retribution for his tenure in the Board of Directors, Executive Committee and Appointments Committee. These amounts likewise include the changes in the composition of the committees during 2014. Moreover, in 2014, €117 thousand were paid in health and casualty insurance premiums for non-executive members of the Board of Directors. • Remuneration of executive directors received in 2014 The remuneration paid to the executive directors during 2014 is indicated below. The figures are given individually for each executive director and itemised: 140 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Executive Director remuneration Fixed Remuneration 2013 Annual Variable Remuneration in cash (1) Thousands of Euros Deferred Variable Remuneration in cash (2) Total Cash 2013 Annual Variable Remuneration in BBVA Shares (1) Deferred Variable Remuneration in BBVA Shares (2) Total Shares Chairman and CEO Pres ident and COO Jos é Manuel González-Páramo Martínez-Murillo Total 1,966 1,748 800 4,514 797 495 48 1,340 682 432 - 1,114 3,445 2,675 848 6,968 88,670 55,066 5,304 149,040 122,989 84,995 - 207,984 211,659 140,061 5,304 357,024 (1) Amounts corresponding to 50% of the Annual Variable Remuneration for 2013. (2) Amounts corresponding to the sum of the deferred remuneration of the Annual Variable Remuneration of previous years (2012 and 2011) and to the LTI 2010-2011 shares, and its cash updates, whose payment have been done during 2014. Moreover, the executive directors have received during 2014 benefits in kind and other remuneration for a total amount of €54,196; of which €13,527 correspond to the Chairman and CEO, €25,971 to the President and COO and €14,698 to Mr. José Manuel González- Páramo Martinez-Murillo. The executive directors’ remuneration, that correspond to the model that apply to the management team of BBVA, is composed by a fix remuneration and a variable remuneration, constituted by an ordinary variable cash remuneration and a variable remuneration share-based incentive for the management team of the BBVA Group. (the "Annual Variable Remuneration"). During 2014, the executive directors have received the amount of the fixed remuneration corresponding to the year and the variable remuneration to be payable this year, to which they are entitled under the settlement and payment system resolved by the General Meeting (the "Settlement and Payment System"), which determines that: • At least 50% of the total Annual Variable Remuneration shall be paid in BBVA shares. • The payment of 50% of the Annual Variable Remuneration shall be deferred in time, the deferred amount being paid in thirds over the three-year period following its settlement. • All the shares vesting to these beneficiaries pursuant to the rules explained in the previous paragraph may not be availed during a period of one year after they have vested. This withholding will be applied against the net amount of the shares, after discounting the necessary part to pay the tax accruing on the shares received. • Moreover, cases have been established in which the payment of the deferred Annual Variable Remuneration payable may be limited or impeded (malus clauses), and • The deferred parts of the Annual Variable Remuneration will be adjusted to update them in the terms established by the Board of Directors. Thus, during 2014 executive directors have received the following variable remuneration: 1. Annual Variable Remuneration for year 2013 The amount corresponding to the 50% of the Annual Variable Remuneration (in cash and in shares) corresponding to 2013, as indicated in the chart above. The remaining 50% of the Annual Variable Remuneration for 2013 that has been deferred under the Settlement and Payment System will be paid, subject to the conditions described above, in thirds during the first quarter of 2015, 2016 and 2017, such that under this item the Chairman and CEO will receive €265,713 and 29,577 BBVA shares, the President and COO will receive €165,012 and 18,356 BBVA shares and Mr. José Manuel González-Páramo will receive €15,894 and 1,768 shares. (*) Mr. José Manuel González-Páramo Martínez-Murillo was appointed executive director of BBVA by agreement of the Board of Directors on May 29, 2013, being his Annual Variable Remuneration for 2013 proportional to the time he has been on the charge. 2. Deferred parts of the Variable Remuneration from previous years paid in 2014: The Chairman & CEO and the President & COO, in application of the Settlement & Payment System, have received the following variable remuneration during 2014: 141 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. − Annual Variable Remuneration for the year 2012 The amount corresponding to the first third of the deferred Annual Variable Remuneration of 2012, both in cash and in shares, receiving, after the pertinent adjustments, the amount of €273,902 and 36,163 shares in the case of the Chairman and CEO, and €166,877 and 22,032 shares in the case of the President and COO. The remaining two thirds of the deferred Annual Variable Remuneration corresponding to 2012 will be paid during the first quarter of 2015 and 2016, subject to the aforementioned conditions. − Annual Variable Remuneration for the year 2011 The amount corresponding to the second third of the deferred Annual Variable Remuneration of 2011, both in cash and in shares, receiving, after the pertinent adjustments, the amount of €381,871 and 51,826 shares in the case of the Chairman and CEO, and €242,883 and 32,963 shares in the case of the President and COO. The remaining third of the Annual Variable Remuneration corresponding to 2011 will be paid, during the first quarter of 2015, subject to the conditions mentioned above. − Multi-Year Variable Share Remuneration Programme for 2010-2011 ("LTI 2010-2011”) Lastly, the Chairman and CEO and the President and COO have received during 2014 the second third of the shares resulting from the settlement of the LTI 2010-2011 that were deferred, for which the Chairman and CEO received 35,000 shares and the President & COO 30,000 shares; and the cash amount resulting from the adjustment for the updated value of these deferred shares, for which the Chairman & CEO received €25,795 and the President and COO €22,110, being deferred until the first semester of 2015 the payment, under the aforementioned conditions, of the remaining third resulting from the settlement of the LTI 2010- 2011. • Annual Variable Remuneration of executive directors for the year 2014 Following year-end 2014, the Annual Variable Remuneration for the executive directors corresponding to that year has been determined, applying the conditions established for that purpose by the General Meeting. Consequently, during the first quarter of 2015 the executive directors will receive 50% of this remuneration, i.e., €865,644 and 112,174 BBVA shares for the Chairman & CEO; €530,169 and 68,702 BBVA shares for the President & COO; and €85,199 and 11,041 BBVA shares for José Manuel González-Páramo Martínez- Murillo (*). The remaining 50% of the Annual Variable Remuneration will be deferred over a three-year period, such that during the first quarter of each year (2016, 2017 and 2018) the Chairman & CEO will receive the amount of €288,548 and 37,392 BBVA shares; the President & COO will receive €176,723 and 22,901 BBVA shares; and José Manuel González-Páramo Martínez-Murillo will receive €28,400 and 3,681 BBVA shares. The payment of the deferred parts of the 2014 Annual Variable Remuneration will be subject to the conditions of the Settlement & Payment System established pursuant to the resolutions adopted by the General Meeting. These amounts are recorded under the item “Other Liabilities - Accrued interest” of the consolidated balance sheet at December 31, 2014. • Remuneration of the members of the Management Committee received in 2014(*) During 2014, the remuneration paid to the members of the BBVA Management Committee as a whole, excluding the executive directors, amounted to €8,764 thousand corresponding to fixed remuneration plus the variable remuneration indicated below, pursuant to the Settlement and Payment System described above: (*) This section includes aggregated information for the non-executive members of the Board of Directors as of December 31, 2014 (13 members) 142 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 1. Annual Variable Remuneration for year 2013 A total amount of €2.734 thousand and 304.579 BBVA shares, that corresponds to the part of the Annual Variable Remuneration of 2013 under the Settlement and Payment System applicable to each menber of the Management Committe. The remaining part of the deferred Annual Variable Remuneration for 2013 will be paid, subject to the conditions described above, in thirds during the first quarter of 2015, 2016 and 2017, such that under this item, this group as a whole will receive the amount of €911 thousand (*) and 101,098 BBVA shares each year. (*) According to the average exchange rate as of December 31, 2014 2. Deferred parts of the Variable Remuneration from previous years − Annual Variable Remuneration for 2012 The first third of the deferred Annual Variable Remuneration of 2012, corresponding for this item, after its updates, the amount of €765 thousand and 101,407 shares. The remaining Annual Variable Remuneration corresponding to 2012 for this group has been deferred and will be payable in thirds during the first quarter of 2015 and 2016, under the conditions described above. − Annual Variable Remuneration for 2011 The second third of the deferred Annual Variable Remuneration of 2011, corresponding for this item, after its updates, the amount of €989 thousand and 134,618 shares. The remaining Annual Variable Remuneration corresponding to 2011 for this group has been deferred and will be payable during the first quarter of 2015, under the conditions described above. − Multi-Year Variable Share Remuneration Programme for 2010-2011 (“LTI 2010-2011”). The second third of the shares resulting from the settlement of the LTI 2010-2011 that were deferred, corresponding under this item a total of 89,998 shares for the Management Committee as a whole. A further €66 thousand was paid corresponding to the adjustment of these deferred vested shares. The remaining two third of the deferred shares resulting from the settlement of the LTI 2010-2011 for thiese members will be paid during the first quarter of 2015, under the conditions described above. Finally, in 2014, members of the BBVA Management Committee as a whole, excluding executive directors, received remuneration in kind amounting to a total of €1,084 thousand. • System of Remuneration in Shares with Deferred Delivery for non-executive directors BBVA has a remuneration system in shares with deferred delivery for its non-executive directors, which was approved by the General Meeting, 18th March 2006 and extended for an additional 5-year period under a resolution of the General Meeting, 11th March 2011. This System is based on the annual allocation to non-executive directors of a number of "theoretical shares", equivalent to 20% of the total remuneration in cash received by each of them in the previous year, according to the average closing prices of the BBVA share during the sixty trading sessions prior to the Annual General Meeting approving the corresponding financial statements for each year. These shares, where applicable, will be delivered to each beneficiary on the date they leave the position as director for any reason other than dereliction of duty. 143 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. The number of "theoretical shares" allocated to the non-executive directors in 2014 who are beneficiaries of the system of deferred delivery of shares, corresponding to 20% of the total remuneration in cash received by said directors during 2013, are as follows: Tomás Alfaro Drake Ramón Bustamante y de la Mora José Antonio Fernández Rivero Ignacio Ferrero Jordi Belén Garijo López Carlos Loring Martínez de Irujo José Maldonado Ramos José Luis Palao García-Suelto Juan Pi Llorens Susana Rodríguez Vidarte Total (1) Theoretical shares allocated in 2014 Theoretical shares accumulated at December 31, 2014 6,693 6,807 8,497 7,500 4,437 6,811 8,402 9,181 6,174 6,817 71,319 43,159 69,512 69,013 74,702 7,957 57,307 36,268 29,658 16,365 53,919 457,860 (1) Mr. Juan Carlos Álvarez Mezquíriz, who ceased as director on March 14, 2014, was also allocated 7,453 theroretical shares. • Pensions commitments The provisions recorded as of December 31, 2014 to cover pension commitments for executive directors amount to €26,026 thousand in the case of the President and COO and €269 thousand in the case of José Manuel González-Páramo Martínez-Murillo. €2,624 thousand and €261 thousand were set aside in 2014 for the President and COO and for José Manuel González-Páramo Martínez-Murillo, respectively, to cover the contingencies of retirement, disability and death. There are no other pension obligations in favour of other executive directors. The provisions charged to December 31, 2014 for pension commitments for the members of the Management Committee, excluding executive directors, amounted to €89,817 thousand, of which, €8,649 thousand were provisioned during 2014. • Extinction of contractual relationship. The Bank does not have any commitments to pay severance indemnity to executive directors other than the commitment in respect of José Manuel González-Páramo Martinez-Murillo who is contractually entitled to receive an indemnity equivalent to twice his fixed remuneration should he cease to hold his position on grounds other than his own will, death, retirement, disability or dereliction of duty. The contractual conditions of the President & COO determine that should he cease to hold his position for any reason other than his own will, retirement, disability or dereliction of duty, he will be given early retirement with a pension payable, as he chooses, through a lifelong annuity pension, or by payment of a lump sum that will be 75% of his pensionable salary should this occur before he is 55, and 85% should it occur after he has reached said age. 144 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 49. Other information 49.1 Environmental impact Given the activities in which it engages, the Bank has no environmental liabilities, expenses, assets, provisions or contingencies that could have a significant effect on its equity, financial situation and profits. Consequently, as of December 31, 2014, there is no item in the accompanying financial statements that requires disclosure in an environmental information report pursuant to Ministry of Economy Order JUS/206/2009, dated January 28, implementing new forms for the presentation of financial statements by entities obliged to publish such information, and no specific disclosure of information on environmental matters is included in these statements. 49.2 Breakdown of agents of credit institutions Appendix XIII contains a list of the Bank's agents as required by article 22 of Royal Decree 1245/1995, dated July 14, of the Ministry of Economy and Finance. 49.3 Report on the activity of the Customer Care Service and the Customer Ombudsman The report on the activity of the Customer Care Service and the Customer Ombudsman, required pursuant to Article 17 of Ministry of Economy Order ECO/734/2004 dated March 11, is included in the Management Report accompanying these financial statements. 49.4 Mortgage market policies and procedures The disclosure required by Bank of Spain Circular 5/2011 under the provisions of Spanish Royal Decree 716/2009, of April 24, (implementing certain aspects of Act 2/1981, of March 25, on the regulation of the mortgage market and other mortgage and financial market regulations) is detailed in Appendix X. 49.5 Reporting requirements of the Spanish National Securities Market Commission (CNMV) Dividends paid in the year The table below presents the dividends per share paid in cash in 2014 and 2013 (cash basis accounting, regardless of the year in which they are accrued), but not including other shareholder remuneration such as the “Dividend Option”. For a complete analysis of all remuneration awarded to shareholders in 2014 ( see Note 3). Dividends Paid ("Dividend Option" not included) % Over Nominal Euros per Share Amount (Millions of Euros) % Over Nominal Euros per Share Amount (Millions of Euros) 2014 2013 Ordinary shares Rest of shares Total dividends paid in cash (*) Dividends with charge to income Dividends with charge to reserve or share prem ium Dividends in kind 16% - 16% 16% - - 0.08 - 0.08 0.08 - - 471 - 471 471 - - 41% - 41% 41% - - 0.20 - 0.20 0.20 - - 1,117 - 1,117 1,117 - - (*) Only included dividends paid in cash each year (cash-flows criteria), regardless of the year they were accrued in. 145 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. Issuances by market type Changes in debt certificates (including bonds) and subordinated liabilities (see Notes 19.3 and 19.4) in 2014 and 2013 by the type of market in which they were issued are as follows: 2014 Debt Certificates and Subordinated Liabilities Debt certificates issued in the European Union With information brochure Without information brochure Subordinated deposits Total Millions of Euros Balance at the Beginning Issuances Repurchase or Redem ption Exchange Differences and Other (*) Balance at the End 36,365 36,365 - 2,528 38,893 2,971 2,971 - 1,500 4,471 (9,549) (9,549) - - (9,549) 568 568 - 72 640 30,355 30,355 - 4,100 34,455 Interest and income by geographical area The breakdown of the balance under the heading “Interest and Similar Income” in the accompanying income statements by geographical area is as follows: Interest and Similar Income. Breakdown by Geographical Area Domestic market Foreign market European Union Rest of OECD Rest of countries Total Millions of Euros 2014 2013 6,447 316 193 36 87 6,763 7,545 332 224 34 74 7,877 Average number of employees by gender The breakdown of the average number of employees in the Bank in 2014 and 2013, by gender, is as follows: Average number of employees Male Female Male Female 2014 2013 Management Team Other line personnel Clerical staff General Services Branches abroad Total 871 11,473 1,928 10 460 14,742 208 9,961 1,852 1 298 12,320 916 11,915 2,187 12 492 15,522 209 9,855 1,971 2 302 12,339 146 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. 49.6 Concesión responsable de préstamos BBVA has incorporated the best practices of responsible lending and consumer credit granting, and has policies and procedures that contemplate these practices complying with the provisions of the Order of the Ministry of Finance EHA / 2899/2011, of 28 October, transparency and customer protection of banking services, as well as the Bank of Spain Circular 5/2012, of 27 June, on transparency of banking services and responsible lending. Specifically, the Corporate Retail Credit Risk Policy (approved by the Executive Committee of the Board of Directors of the Bank on April 3, 2013) and Specific Rules derived from it, establish policies, practices and procedures in relation to responsible granting of loans and consumer credit. In compliance with Bank of Spain Circular 3/2014, of July 30, the following summary of those policies contained in the Corporate Retail Credit Risk Policy BBVA is provided: • The need to adapt payment plans with sources of income generation; • The evaluation requirements of affordability; • The need to take into account the level of expected retirement income of the borrower; • The need to take account of existing financial obligations payments; • In cases where, for commercial reasons or the type of rate/currency, the offer to the borrowers includes contractual clauses or contracting financial products to hedge interest rate and exchange rate risks. • The need, when there is collateral, to establish a reasonable relationship between the amount of the loan and its potential extensions and value of collateral, regardless revaluations thereof; • The need for extreme caution in the use of appraisal values on credit operations that have real estate as an additional borrower's personal guarantee; • The periodic review of the value of collateral taken to hedge loans; • A number of elements of management in order to ensure independence in the activity of appraisal companies; • The need to warn customers of potential consequences in terms of cost by default interest and other expenses that would continue in default; • Debt renegotiation criteria (refinancing and restructurings); • The minimum documentation that operations should have in order to be granted and during its term. In order to maintain an effective monitoring of these policies, BBVA has the following control mechanisms: • Validations and computer controls built into the workflows of analysis, decision and contracting operations, in order to embed these principles in management; • Alignment between the specifications of the product catalog with the policies of responsible lending; • Different areas of sanction to ensure adequate hierarchy decision levels in response to the complexity of operations; • A reporting scheme that allows to monitor the proper implementation of the policies of responsible lending. 50. Subsequent events Subsequent to the year ended December 31, 2014, it is expected that on February 3, 2015, under the powers delegated by the Company’s AGM held on March 16, 2012, under point five of its agenda, the Board of Directors meeting submits for approval an agreement for the issue of debentures convertible into ordinary BBVA shares, excluding the pre-emptive subscription right. 147 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRS for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish- language version prevails. In case such agreement is approved, and for the purposes set out in articles 414, 417 and 511 of the Spanish Corporations Act, the mandatory Directors report explaining the conversion conditions and types will be issued, justifying the proposal for the abolition of the pre-emptive subscription right, to be accompanied, as appropriate, by another report drafted by an auditor other than the company’s auditor, appointed for this purpose by the Companies Register to year end, it is expected that on February 3, 2015, there will be a resolution to issue bonds convertible into ordinary shares of BBVA excluding preferential subscription rights subject to approval by the Board of Directors, under the authority delegated by the General Meeting of Shareholders of the Company held on March 16, 2012, in its fifth item on the agenda, From January 1, 2015 to the date of preparation of these financial statements, no other subsequent events not mentioned above in these financial statements have taken place that significantly affect the Bank’s earnings or its equity position. 51. Explanation added for translation into English Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accepted accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU- IFRS for banks). 148 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Appendices 149 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. BBVA Group Consolidated Financial Statements APPENDIX I. BBVA Group Consolidated Financial Statements BBVA Group Consolidated Financial Statements BBVA Group Consolidated Financial Statements Consolidated balance sheets as of December 31, 2014, 2013 and 2012 ASSETS CASH AND BALANCES WITH CENTRAL BANKS FINANCIAL ASSETS HELD FOR TRADING Loans and advances to credit institutions Loans and advances to customers Debt securities Equity instruments Trading derivatives OTHER FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS Loans and advances to credit institutions Loans and advances to customers Debt securities Equity instruments AVAILABLE-FOR-SALE FINANCIAL ASSETS Debt securities Equity instruments LOANS AND RECEIVABLES Loans and advances to credit institutions Loans and advances to customers Debt securities HELD-TO-MATURITY INVESTMENTS FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK HEDGING DERIVATIVES NON-CURRENT ASSETS HELD FOR SALE EQUITY METHOD Associates Jointly ventures INSURANCE CONTRACTS LINKED TO PENSIONS REINSURANCE ASSETS TANGIBLE ASSETS Property, plants and equipment For own use Other assets leased out under an operating lease Investment properties INTANGIBLE ASSETS Goodwill Other intangible ass ets TAX ASSETS Current Deferred OTHER ASSETS Inventories Rest TOTAL ASSETS Millions of Euros 2014 2013 2012 31,430 83,258 - 128 33,883 5,017 44,229 2,761 - - 737 2,024 94,875 87,608 7,267 372,375 27,059 338,657 6,659 - 121 2,551 3,793 4,509 417 4,092 - 559 7,820 6,428 5,985 443 1,392 7,371 5,697 1,673 12,426 2,035 10,391 8,094 4,443 3,651 631,942 34,903 72,112 - 106 29,602 4,766 37,638 2,413 - - 663 1,750 77,774 71,806 5,968 350,945 22,862 323,607 4,476 - 98 2,530 2,880 4,742 1,272 3,470 - 619 7,534 5,841 5,373 468 1,693 6,759 5,069 1,690 11,704 2,502 9,202 7,684 4,636 3,048 582,697 35,494 79,829 - 244 28,020 2,915 48,650 2,530 - - 753 1,777 67,500 63,548 3,952 371,347 25,448 342,163 3,736 10,162 226 4,894 4,229 10,782 6,469 4,313 7 50 7,572 5,702 5,177 525 1,870 7,132 5,430 1,702 11,710 1,851 9,859 7,668 4,223 3,445 621,132 150 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. LIABILITIES AND EQUITY 2014 2013 2012 Millions of Euros FINANCIAL LIABILITIES HELD FOR TRADING Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Trading derivatives Short positions Other financial liabilities OTHER FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Subordinated liabilities Other financial liabilities FINANCIAL LIABILITIES AT AMORTIZED COST Deposits from central banks Deposits from credit institutions Customer deposits Debt certificates Subordinated liabilities Other financial liabilities FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK HEDGING DERIVATIVES LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE LIABILITIES UNDER INSURANCE CONTRACTS PROVISIONS Provisions for pensions and similar obligations Provisions for taxes and other legal contingencies Provisions for contingent risks and commitments Other provisions TAX LIABILITIES Current Deferred OTHER LIABILITIES TOTAL LIABILITIES 56,798 - - - - 45,052 11,747 - 2,724 - - - - - 2,724 491,899 28,193 65,168 319,060 58,096 14,095 7,288 45,648 - - - - 38,119 7,529 - 2,467 - - - - - 2,467 464,549 30,893 52,423 300,490 64,120 10,556 6,067 55,834 - - - - 49,254 6,580 - 2,216 - - - - - 2,216 490,807 46,475 55,675 282,795 86,255 11,815 7,792 - 2,331 - 1,792 - 2,968 - 10,460 7,444 5,970 262 381 831 4,157 980 3,177 4,519 580,333 - 9,834 6,853 5,512 208 346 787 2,530 993 1,537 4,460 538,133 387 9,020 7,834 5,777 406 322 1,329 3,820 1,058 2,762 4,586 577,472 151 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated balance sheets as of December 31, 2014, 2013 and 2012 LIABILITIES AND EQUITY (Continued ) 2014 2013 2012 Millions of Euros STOCKHOLDERS’ FUNDS Common Stock Issued Unpaid and uncalled (-) Share premium Reserves Accumulated reserves (losses) Reserves (losses) of entities accounted for using the equity method Other equity instruments Equity component of compound financial instruments Other equity instruments Less: Treasury stock Income attributed to the parent company Less: Dividends and remuneration VALUATION ADJUSTMENTS Available-for-sale financial assets Cash flow hedging Hedging of net investment in foreign transactions Exchange differences Non-current assets held-for-sale Entities accounted for using the equity method Other valuation adjustments NON-CONTROLLING INTEREST Valuation adjustments Rest TOTAL EQUITY TOTAL LIABILITIES AND EQUITY MEMORANDUM ITEM CONTINGENT RISKS CONTINGENT COMMITMENTS 49,446 3,024 3,024 - 23,992 20,936 20,304 633 67 - 67 (350) 2,618 (841) (348) 3,816 (46) (373) (2,173) - (796) (777) 2,511 (53) 2,563 51,609 631,942 46,025 2,835 2,835 - 22,111 19,767 19,317 450 59 - 59 (66) 2,084 (765) (3,831) 851 8 (100) (3,023) 3 (1,130) (440) 2,371 70 2,301 44,565 582,697 43,473 2,670 2,670 - 20,968 19,531 18,580 951 62 - 62 (111) 1,676 (1,323) (2,184) (238) 36 (243) (1,164) (104) (24) (447) 2,372 188 2,184 43,661 621,132 Millions of Euros 2014 2013 2012 33,741 106,252 33,543 94,170 37,019 90,142 152 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated income statements for the years ended December 31, 2014, 2013 and 2012 INTEREST AND SIMILAR INCOME INTEREST AND SIMILAR EXPENSES NET INTEREST INCOME DIVIDEND INCOME SHARE OF PROFIT OR LOSS OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD FEE AND COMMISSION INCOME FEE AND COMMISSION EXPENSES NET GAINS (LOSSES) ON FINANCIAL ASSETS AND LIABILITIES Financial instruments held for trading Other financial instruments at fair value through profit or loss Other financial instruments not at fair value through profit or loss Rest EXCHANGE DIFFERENCES (NET) OTHER OPERATING INCOME Income on insurance and reinsurance contracts Financial income from non-financial services Rest of other operating income OTHER OPERATING EXPENSES Expenses on insurance and reinsurance contracts Changes in inventories Rest of other operating expenses GROSS INCOME ADMINISTRATION COSTS Personnel expenses General and adm inistrative expenses DEPRECIATION AND AMORTIZATION PROVISIONS (NET) IMPAIRMENT LOSSES ON FINANCIAL ASSETS (NET) Loans and receivables Other financial instruments not at fair value through profit or loss NET OPERATING INCOME Millions of Euros 2014 2013 2012 22,838 (8,456) 14,382 531 343 5,530 (1,356) 1,435 11 23,512 (9,612) 13,900 235 694 5,478 (1,228) 1,608 540 24,815 (10,341) 14,474 390 1,039 5,290 (1,134) 1,636 653 27 49 69 1,397 - 699 4,581 3,622 650 308 (5,420) (2,714) (506) (2,200) 20,725 (9,414) (5,410) (4,004) (1,145) (1,142) (4,340) (4,304) (36) 4,684 1,019 - 903 4,995 3,761 851 383 (5,833) (2,831) (495) (2,507) 20,752 (9,701) (5,588) (4,113) (1,095) (609) (5,612) (5,577) (35) 3,735 914 - 69 4,765 3,631 807 327 (4,705) (2,646) (406) (1,653) 21,824 (9,396) (5,467) (3,929) (978) (641) (7,859) (7,817) (42) 2,950 153 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated income statements for the years ended December 31, 2014, 2013 and 2012 (Continued) NET OPERATING INCOME IMPAIRMENT LOSSES ON OTHER ASSETS (NET) Goodwill and other intangible assets Other assets GAINS (LOSSES) ON DERECOGNIZED ASSETS NOT CLASSIFIED AS NON-CURRENT ASSETS HELD FOR SALE NEGATIVE GOODWILL GAINS (LOSSES) IN NON-CURRENT ASSETS HELD FOR SALE NOT CLASSIFIED AS DISCONTINUED OPERATIONS OPERATING PROFIT BEFORE TAX INCOME TAX PROFIT FROM CONTINUING OPERATIONS PROFIT FROM DISCONTINUED OPERATIONS (NET) PROFIT Profit attributable to parent company Profit attributable to non-controlling interests EARNINGS PER SHARE Basic earnings per share Diluted earnings per share Millions of Euros 2014 2013 2012 4,684 (297) (8) (289) 3,735 (467) (14) (453) 2,950 (1,123) (54) (1,069) 46 - (1,915) - (453) 3,980 (898) 3,082 - 3,082 2,618 464 (399) 954 16 970 1,866 2,836 2,084 753 3 376 (624) 1,582 352 1,934 393 2,327 1,676 651 Euros 2014 2013 (*) 2012 (*) 0.44 0.44 0.36 0.36 0.30 0.30 154 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 2014 C o m m o n S t o c k S ha re P re m ium R e s e rv e s A c c um ula t ed R e s e rv e s ( Lo s s e s ) R e se rv e s ( Lo s s e s ) f ro m E nt it ies A cc o unt e d f o r Us ing the E quit y M et ho d O t her E quit y Ins t rum ent s Le s s : T rea s ury S t o c k P ro f it A t tribut a ble t o the P a rent C o m pa ny Le ss : D iv ide nds a nd R e m une ra t io ns Total Stock holders' Funds V a lua t io n A djust m ent s Total Non- controlling Interests Total Equity T o ta l E quit y A t t ribut e d t o the P a re nt C o m pa ny M illio ns o f E uro s S t o c k ho lde rs ’ F unds ( 6 6 ) 2 ,2 2 8 ( 76 5 ) 4 6 ,3 10 ( 3 ,8 3 1) 4 2 ,4 7 9 2 ,3 7 1 4 4 ,85 0 - - ( 76 5 ) - (7 6 ) - - - - - - (597) - 765 - - (244) - 244 ( 84 1) (285) - 4 6 ,0 2 5 2 ,6 18 8 0 3 2,000 - - 44 - - (597) (279) - - (29) (336) - 244 - - ( 3 ,8 3 1) 3,4 8 3 - - - - - - - - - - - - - - - (285) - 4 2 ,19 4 6 ,10 1 8 0 3 2,000 - - 44 - - (597) (279) - - (29) (336) - 244 - - 2 ,3 7 1 3 4 1 (2 0 1) - - - - - - (243) - - - - 42 - - (285) - 4 4 ,56 5 6 ,44 2 60 2 2,000 - - 44 - - (840) (279) - - (29) (294) - 244 4 9 ,4 4 6 ( 3 4 8 ) 4 9 ,0 9 8 2 ,5 11 5 1,60 9 Balances as of January 1, 2014 (*) Effect o f changes in acco unting po licies (*) Effect o f co rrection o f erro rs Adjus ted initial balance Total incom e/expense recognize d Othe r change s in e quity Co mmo n sto ck increase Co mmo n sto ck reductio n Co nversio n of financial liabilities into capital Increase o f o ther equity instruments Reclassificatio n o f financial liabilities to o ther equity instruments Reclassificatio n o f o ther equity instruments to financial liabilities Dividend distributio n Transactio ns including treasury sto ck and o ther equity instruments (net) Transfers between to tal equity entries Increase/Reduction due to business co mbinatio ns P ayments with equity instruments Rest o f increases/reductions in to tal equity Of which: A cquisitio n o f the free allo tment rights Balances as of Decem ber 31, 2014 2 ,8 3 5 22 ,111 19 ,4 5 8 - - - - (141) - 2 ,8 3 5 22 ,111 19 ,3 17 - 18 9 189 - 1,8 8 1 1,881 - - - - - - - - - - - - - - - - - - - - - - - - - - - 9 8 7 (70) - - - - - - 5 1,133 - 7 (88) - - 4 5 0 - - 4 5 0 - 18 3 - - - - - - - - 186 - - (3) - - 59 - - 59 - 8 - - - 44 - - - - - - (36) - - - - - ( 6 6 ) - (144) - 2 ,0 8 4 2 ,6 18 ( 2 8 4 ) ( 2 ,0 8 4 ) - - - - - - - (284) - - - - - - - - - - - - - - (2,084) - - - - - 3 ,0 2 4 2 3,9 9 2 2 0 ,3 0 4 6 3 3 67 ( 3 5 0 ) 2 ,6 18 155 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 M illio ns o f E uro s T o t a l E quit y A t t ribut e d t o t he P a re nt C o m pa ny S t o c k ho lde rs ’ F unds 2013 C o m m o n S t o c k S ha re P re m ium R e s e rv e s A c c um ula t e d R e s e rv e s ( Lo s s e s ) R e s e rv e s ( Lo s s e s ) f ro m E nt it ie s A c c o unt e d f o r Us ing t he E quit y M e t ho d O t he r E quit y Ins t rum e nt s Le s s : T re a s ury S t o c k P ro f it A t t ribut a ble t o t he P a re nt C o m pa ny Le s s : D iv ide nds a nd R e m une ra t io ns Total Stockholders' Funds V a lua t io n A djus t m e nt s Total N o n- c o nt ro lling Int e re s t s Total Equity (*) Balances as of January 1, 2013 (**) Effect o f changes in acco unting po licies (**) Effect o f co rrectio n o f erro rs Adjusted initial balance Total incom e/expense recognized Other changes in equity Co mmo n sto ck increase Co mmo n sto ck reductio n Co nversio n o f financial liabilities into capital Increase o f o ther equity instruments Reclassificatio n o f financial liabilities to o ther equity instruments Reclassificatio n o f o ther equity instruments to financial liabilities Dividend distributio n Transactio ns including treasury sto ck and o ther equity instruments (net) Transfers between to tal equity entries Increase/Reductio n due to business co mbinatio ns P ayments with equity instruments Rest o f increases/reductio ns in to tal equity Of which: A cquisitio n o f the free allo tment rights Balances as of Decem ber 31, 2013 2 ,6 7 0 2 0 ,9 6 8 18 ,7 2 1 - - - - (141) - 2 ,6 7 0 2 0 ,9 6 8 18 ,5 8 0 - 16 5 71 - 94 - 1,14 3 - - 1,143 - - - - - - - - - - - - - - - - - - - - - - - 7 3 7 (71) - - - - - - 30 853 - 22 (97) - - 9 5 1 - - 9 5 1 - ( 5 0 1) - - - - - - - - (501) - - - - - 2,835 22,111 19,317 450 6 2 - - 6 2 - ( 3 ) - - - 33 - - - - - - (36) - - - 59 ( 111) 1,6 7 6 ( 1,3 2 3 ) - - ( 111) - 4 5 - - 1,6 7 6 2 ,0 8 4 ( 1,6 7 6 ) - - - - - - - 45 - - - - - - - - - - - - - - (1,676) - - - - - (66) 2,084 - - ( 1,3 2 3 ) - 5 5 8 - - - - - - (605) - 1,324 - - (161) - (161) (765) 43,614 (141) - 43,473 2,084 468 - - 1,237 33 - - (605) 75 - - (14) (258) - (161) 46,025 ( 2 ,18 4 ) - - ( 2 ,18 4 ) ( 1,6 4 7 ) - - - - - - - - - - - - - - - (3,831) 41,430 (141) - 41,289 437 468 - - 1,237 33 - - (605) 75 - - (14) (258) - (161) 42,194 2 ,3 7 2 - - 2 ,3 7 2 6 3 5 ( 6 3 6 ) - - - - - - (482) - - - - (154) - - 2,371 43,802 (141) - 43,661 1,072 (168) - - 1,237 33 - - (1,087) 75 - - (14) (412) - (161) 44,565 156 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of changes in equity for the years ended December 31, 2014, 2013 and 2012 2012 (*) C o m mo n S t o c k S ha re P re m ium R e s e rv e s A c c um ula t e d R e s e rv e s ( Lo s s e s ) R e s e rv e s ( Lo s s e s ) f ro m E nt it ie s A c c o unt e d f o r Us ing t he E quit y M e t ho d O t he r E quit y Ins t rum e nt s Le s s : T re a s ury S t o c k P ro f it A t t ribut a ble t o t he P a re nt C o m pa ny Le s s : D iv ide nds a nd R e m une ra t io ns Total Stockholders' Funds V a lua t io n A djus t me nt s Total N o n- c o nt ro lling Int e re s t s Total Equity M illio ns o f E uro s T o t a l E quit y A t t ribut e d t o t he P a re nt C o m pa ny S t o c k ho lde rs ’ F unds (300) 3,004 (1,116) Balances as of January 1, 2012 (**) Effect o f changes in acco unting po licies (**) Effect o f co rrectio n o f erro rs Adjus ted initial balance Total incom e/expe nse recognized Other changes in equity Co mmo n sto ck increase Co mmo n sto ck reductio n Co nversio n o f financial liabilities into capital Increase o f o ther equity instruments Reclassificatio n o f financial liabilities to o ther equity instruments Reclassificatio n o f o ther equity instruments to financial liabilities Dividend distributio n Transactio ns including treasury sto ck and o ther equity instruments (net) Transfers between to tal equity entries Increase/Reductio n due to business co mbinatio ns P ayments with equity instruments Rest o f increases/reductio ns in to tal equity Of which: A cquisitio n o f the free allo tment rights Balances as of Decem ber 31, 2012 2,403 18,970 - - 2,403 - 267 73 - 194 - - 18,970 - 1,998 - - 1,998 - - - - - - - - - - - - - - - - - - - - - - 17,580 (141) - 17,439 - 1,141 (73) - - - - - - 81 1,291 - (28) (130) - - 2,670 20,968 18,580 360 - - 360 - 591 - - - - - - - - 597 - - (6) - - 951 - - (1,116) - (207) - - - - - - (1,073) - 1,116 - - (250) - (250) (1,323) 40,952 (141) - 40,811 1,676 986 - - 2,192 32 - - (1,073) 270 - - (49) (386) - (250) 43,473 (2,787) - - (2,787) 603 - - - - - - - - - - - - - - - (2,184) 38,165 (141) - 38,024 2,279 986 - - 2,192 32 - - (1,073) 270 - - (49) (386) - (250) 41,289 1,893 - - 1,893 802 (323) - - - - - - 40,058 (141) - 39,917 3,081 663 - - 2,192 32 - - (357) (1,430) - - - - 34 - - 2,372 270 - - (49) (352) - (250) 43,661 51 - - 51 - 11 - - - 32 - - - - - - (21) - - - - - (300) - 189 - - - - - - - 189 - - - - - - - - 3,004 1,676 (3,004) - - - - - - - - (3,004) - - - - - 62 (111) 1,676 157 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of recognized income and expenses for the years ended December 31, 2014, 2013 and 2012 PROFIT RECOGNIZED IN INCOME STATEMENT OTHER RECOGNIZED INCOME (EXPENSES) ITEMS NOT SUBJECT TO RECLASSIFICATION TO INCOME STATEMENT Actuarial gains and losses from defined benefit pension plans Non-current assets available for sale Entities under the equity method of accounting Income tax related to items not subject to reclassification to income statement ITEMS SUBJECT TO RECLASSIFICATION TO INCOME STATEMENT Available-for-sale financial assets Valuation gains/(losses) Amounts reclassified to income statement Reclassifications (other) Cash flow hedging Valuation gains/(losses) Amounts reclassified to income statement Amounts reclassified to the initial carrying amount of the hedged items Reclassifications (other) Hedging of net investment in foreign transactions Valuation gains/(losses) Amounts reclassified to income statement Reclassifications (other) Exchange differences Valuation gains/(losses) Amounts reclassified to income statement Reclassifications (other) Non-current assets held for sale Valuation gains/(losses) Amounts reclassified to income statement Reclassifications (other) Entities accounted for using the equity method Valuation gains/(losses) Amounts reclassified to income statement Reclassifications (other) Rest of recognized income and expenses Income tax TOTAL RECOGNIZED INCOME/EXPENSES Attributable to the parent company Attributable to non-controlling interest Millions of Euros 2014 2013 2012 3,082 3,359 (346) (498) - (5) 157 3,705 4,306 4,770 (464) - (71) (71) - - - (273) (273) - - 760 761 (1) - (4) (4) - - 338 337 1 - - (1,351) 6,441 6,100 341 2,836 (1,765) 8 11 - 1 (4) (1,773) 1,659 1,737 (140) 62 (32) (31) - - (1) 143 143 - - (2,045) (2,026) (19) - 135 - 135 - (1,054) (736) (260) (58) - (579) 1,071 436 635 2,327 754 (224) (316) - (5) 97 978 679 541 109 29 7 7 - - - (84) (84) - - 601 601 - - (103) (103) - - 238 238 - - - (360) 3,081 2,279 802 158 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012 Millions of Euros 2014 2013 2012 CASH FLOW FROM OPERATING ACTIVITIES ( 1) Profit for the year Adjustments to obtain the cash flow from operating activities: Depreciation and amortization Other adjustments Net increase/decrease in operating assets Financial assets held for trading Other financial assets designated at fair value through profit or loss Available-for-sale financial assets Loans and receivables Other operating assets Net increase/decrease in operating liabilities Financial liabilities held for trading Other financial liabilities designated at fair value through profit or loss Financial liabilities at amortized cost Other operating liabilities Collection/Payments for income tax CASH FLOWS FROM INVESTING ACTIVITIES ( 2 ) Investment Tangible assets Intangible assets Inves tm ents Subs idiaries and other business units Non-current assets held for sale and associated liabilities Held-to-maturity investments Other settlements related to investing activities Divestments Tangible assets Intangible assets Inves tm ents Subs idiaries and other business units Non-current assets held for sale and associated liabilities Held-to-maturity investments Other collections related to investing activities (6,188) 3,082 8,315 1,145 7,170 (53,244) (11,145) (349) (13,485) (27,299) (966) 36,557 11,151 256 24,219 931 (898) (1,151) (1,984) (1,419) (467) - (98) - - - 833 167 - 118 - 548 - - (500) 2,836 8,332 1,099 7,233 25,613 7,717 117 1,938 12,704 3,137 (37,265) (10,186) 251 (24,660) (2,670) (16) 3,021 (2,325) (1,252) (526) (547) - - - - 5,346 101 - 944 3,299 571 431 - 9,728 2,327 10,400 978 9,422 (38,637) (9,358) 243 (12,463) (12,073) (4,986) 35,990 4,656 595 28,072 2,666 (352) (1,060) (2,522) (1,685) (777) - - - (60) - 1,462 - - 19 - 590 853 - 159 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Consolidated statements of cash flows for the years ended December 31, 2014, 2013 and 2012 (Continued) CASH FLOWS FROM FINANCING ACTIVITIES (3) Investment Dividends Subordinated liabilities Comm on stock am ortization Treasury stock acquisition Other items relating to financing activities Divestments Subordinated liabilities Comm on stock increase Treasury stock dispos al Other items relating to financing activities EFFECT OF EXCHANGE RATE CHANGES ( 4 ) NET INCREASE/DECREASE IN CASH OR CASH EQUIVALENTS ( 1+2 +3 +4 ) CASH OR CASH EQUIVALENTS AT BEGINNING OF THE YEAR CASH OR CASH EQUIVALENTS AT END OF THE YEAR Millions of Euros 2014 2013 2012 3,157 (5,955) (826) (1,046) - (3,770) (313) 9,112 3,628 2,000 3,484 - 725 (3,457) 34,887 31,430 (1,326) (6,104) (1,275) (697) - (3,614) (518) 4,778 1,088 2 3,688 - (1,784) (589) 35,476 34,887 (3,492) (10,387) (1,269) (3,930) - (4,831) (357) 6,895 1,793 - 5,102 - 471 5,647 29,829 35,476 Millions of Euros COMPONENTS OF CASH AND EQUIVALENT AT END OF THE YEAR 2014 2013 2012 Cas h Balance of cash equivalent in central banks Other financial as sets Less: Bank overdraft refundable on demand TOTAL CASH OR CASH EQUIVALENTS AT END OF THE YEAR Of which: Held by cons olidated subsidiaries but not available for the Group 6,247 25,183 - - 31,430 - 5,533 29,354 - - 34,887 - 5,155 30,321 - - 35,476 - - - - 160 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX II. Additional information on consolidated subsidiaries composing the BBVA Group Additional Information on Consolidated Subsidiaries composing the BBVA Group Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros (*) Affiliate Entity Data AMERICAN FINANCE GROUP, INC. ANIDA DESARROLLOS INMOBILIARIOS, S.L. ANIDA GERMANIA IMMOBILIEN ONE, GMBH ANIDA GRUPO INMOBILIARIO, S.L. ANIDA INMOBILIARIA, S.A. DE C.V. ANIDA OPERACIONES SINGULARES, S.A. ANIDA PROYECTOS INMOBILIARIOS, S.A. DE C.V. ANIDA SERVICIOS INMOBILIARIOS, S.A. DE C.V. ANIDAPORT INVESTIMENTOS IMOBILIARIOS, UNIPESSOAL, LTDA APLICA SOLUCIONES TECNOLOGICAS CHILE LIMITADA APLICA TECNOLOGIA AVANZADA OPERADORA, S.A. DE C.V. APLICA TECNOLOGIA AVANZADA SERVICIOS, S.A. DE C.V. APLICA TECNOLOGIA AVANZADA, S.A. DE C.V.- ATA ARIZONA FINANCIAL PRODUCTS, INC ARRAHONA AMBIT, S.L. ARRAHONA IMMO, S.L. ARRAHONA NEXUS, S.L. ARRAHONA RENT, S.L.U. ARRELS CT FINSOL, S.A. ARRELS CT LLOGUER, S.A. ARRELS CT PATRIMONI I PROJECTES, S.A. ARRELS CT PROMOU, S.A. AUMERAVILLA, S.L. BAHIA SUR RESORT, S.C. BANCO BILBAO VIZCAYA ARGENTARIA (PORTUGAL), S.A. BANCO BILBAO VIZCAYA ARGENTARIA CHILE, S.A. BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY, S.A. BANCO CONTINENTAL, S.A. (1) BANCO DE PROMOCION DE NEGOCIOS, S.A. BANCO DEPOSITARIO BBVA, S.A. BANCO INDUSTRIAL DE BILBAO, S.A. BANCO OCCIDENTAL, S.A. BANCO PROVINCIAL OVERSEAS N.V. BANCO PROVINCIAL S.A. - BANCO UNIVERSAL BANCOMER FINANCIAL SERVICES INC. BANCOMER FOREIGN EXCHANGE INC. BANCOMER PAYMENT SERVICES INC. BANCOMER TRANSFER SERVICES, INC. BBV AMERICA, S.L. BBVA ASESORIAS FINANCIERAS, S.A. INACTIVE REAL ESTATE REAL ESTATE INVESTMENT COMPANY INVESTMENT COMPANY REAL ESTATE REAL ESTATE SERVICES UNITED STATES SPAIN GERMANY SPAIN MEXICO SPAIN MEXICO MEXICO PORTUGAL REAL ESTATE SERVICES CHILE SERVICES MEXICO SERVICES MEXICO SERVICES MEXICO FINANCIAL SERVICES UNITED STATES REAL ESTATE SPAIN REAL ESTATE SPAIN REAL ESTATE SPAIN REAL ESTATE SPAIN REAL ESTATE SPAIN REAL ESTATE SPAIN REAL ESTATE SPAIN INVESTMENT COMPANY SPAIN REAL ESTATE SPAIN SPAIN INACTIVE PORTUGAL BANKING CHILE BANKING URUGUAY BANKING BANKING PERU BANKING SPAIN BANKING SPAIN BANKING SPAIN BANKING SPAIN BANKING CURAÇAO BANKING VENEZUELA FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES UNITED STATES INVESTMENT COMPANY SPAIN FINANCIAL SERVICES CHILE - - - 100.00 - - - - - - - - 100.00 - - - - - - - - - - 99.95 52.20 - 100.00 - - - - 49.43 - 1.46 - - - - 100.00 - 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 47.80 68.18 - 92.24 99.86 100.00 99.93 50.57 100.00 53.75 100.00 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.95 100.00 68.18 100.00 92.24 99.86 100.00 99.93 100.00 100.00 55.21 100.00 100.00 100.00 100.00 100.00 100.00 17 51 4 271 155 244 91 2 25 - 5 - 160 805 - 53 - 9 - - - - 2 1 105 682 110 1,424 15 2 97 17 51 493 2 6 - 34 479 1 17 516 7 1,987 133 4,583 131 2 112 1 14 3 322 806 76 291 234 11 288 39 135 19 2 1 5,203 16,275 2,603 17,542 19 2,709 153 18 586 21,157 2 7 - 67 1,745 1 - 464 - 1,717 - 4,316 40 - 99 - 9 2 125 1 112 204 327 - 344 44 165 28 - - 4,982 15,275 2,433 15,999 - 2,667 13 - 533 19,131 - 2 - 32 - - 17 87 7 742 122 643 82 2 21 - 4 - 190 802 (25) 75 (72) 11 (22) (2) (28) (11) 2 1 284 903 157 1,187 19 21 126 18 53 1,727 2 3 - 25 1,784 1 - (35) - (471) 11 (375) 10 - (7) - - - 7 2 (12) 12 (21) (1) (33) (2) (3) 2 - - (64) 97 13 357 - 22 14 - - 299 - 3 - 9 (39) - Impairment lo sses due to pro perty, real estate and sto cks, o f Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are no t co unted fo r purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 (1) Full co nso lidatio n metho d is used acco rding to acco unting rules (see Glo ssary) 161 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(*) Affiliate Entity Data BBVA ASSET MANAGEMENT ADMINISTRADORA GENERAL DE FONDOS S.A. CHILE FINANCIAL SERVICES BBVA ASSET MANAGEMENT CONTINENTAL S.A. SAF (1) PERU FINANCIAL SERVICES BBVA ASSET MANAGEMENT, S.A. SOCIEDAD FIDUCIARIA (BBVA FIDUCIARIA) COLOMBIA FINANCIAL SERVICES BBVA ASSET MANAGEMENT, S.A., SGIIC BBVA AUTOMERCANTIL, COMERCIO E ALUGER DE VEICULOS AUTOMOVEIS,LDA. SPAIN PORTUGAL FINANCIAL SERVICES OTHER INVESTMENT COMPANIES BBVA AUTORENTING, S.A. BBVA BANCO DE FINANCIACION S.A. BBVA BANCO FRANCES, S.A. BBVA BANCOMER GESTION, S.A. DE C.V. BBVA BANCOMER OPERADORA, S.A. DE C.V. BBVA BANCOMER SEGUROS SALUD, S.A. DE C.V. BBVA BANCOMER SERVICIOS ADMINISTRATIVOS, S.A. DE C.V. BBVA BANCOMER USA, INC. BBVA BANCOMER, S.A.,INSTITUCION DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA BANCOMER BBVA BRASIL BANCO DE INVESTIMENTO, S.A. BBVA BROKER, CORREDURIA DE SEGUROS Y REASEGUROS, S.A. BBVA CAPITAL FINANCE, S.A. BBVA COLOMBIA, S.A. BBVA COMERCIALIZADORA LTDA. BBVA COMPASS BANCSHARES, INC BBVA COMPASS FINANCIAL CORPORATION BBVA COMPASS INSURANCE AGENCY, INC BBVA CONSOLIDAR SEGUROS, S.A. BBVA CONSULTING ( BEIJING) LIMITED BBVA CONSULTORIA, S.A. BBVA CONSUMER FINANCE ENTIDAD DE DESARROLLO A LA PEQUEÑA Y MICRO EMPRESA, EDPYME, S.A. (BBVA CONSUMER FINANCE - EDPYME) BBVA CORREDORA TECNICA DE SEGUROS LIMITADA BBVA CORREDORES DE BOLSA LIMITADA BBVA DATA & ANALYTICS, S.L. BBVA DINERO EXPRESS, S.A.U BBVA DISTRIBUIDORA DE SEGUROS S.R.L. BBVA ELCANO EMPRESARIAL II, S.A. EN LIQUIDACION BBVA ELCANO EMPRESARIAL, S.A. EN LIQUIDACION BBVA FACTORING LIMITADA (CHILE) BBVA FINANCE (UK), LTD. BBVA FINANZIA, S.p.A BBVA FRANCES ASSET MANAGMENT S.A. SOCIEDAD GERENTE DE FONDOS COMUNES DE INVERSIÓN. BBVA FRANCES VALORES, S.A. BBVA FUNDOS, S.GESTORA FUNDOS PENSOES,S.A. BBVA GEST, S.G.DE FUNDOS DE INVESTIMENTO MOBILIARIO, S.A. Impairment losses due to property, real estate and stocks, of Spanish Real Estate companies, according to Royal Decree-Law 10/2008 and successive, are not counted for purposes of Article 363 of the Companies Act Capital. (*) Information on foreign companies at exchange rate on December 31, 2014 (1) Full consolidation method is used according to accounting rules (see Glossary) SPAIN SPAIN ARGENTINA MEXICO MEXICO MEXICO MEXICO UNITED STATES SERVICES BANKING BANKING FINANCIAL SERVICES SERVICES INSURANCES SERVICES SERVICES INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES BANKING MEXICO BRASIL BANKING SPAIN SPAIN COLOMBIA BANKING CHILE UNITED STATES UNITED STATES UNITED STATES ARGENTINA CHINA SPAIN FINANCIAL SERVICES INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES INSURANCES SERVICES FINANCIAL SERVICES SERVICES FINANCIAL SERVICES PERU FINANCIAL SERVICES CHILE SECURITIES DEALER CHILE SERVICES SPAIN SPAIN FINANCIAL SERVICES URUGUAY FINANCIAL SERVICES SPAIN SPAIN CHILE UNITED KINGDOM ITALY IN LIQUIDATION IN LIQUIDATION FINANCIAL SERVICES IN LIQUIDATION FINANCIAL SERVICES ARGENTINA ARGENTINA PORTUGAL PENSION FUNDS MANAGEMENT PORTUGAL SECURITIES DEALER FINANCIAL SERVICES SECURITIES DEALER 162 - - - 17.00 100.00 100.00 - 45.61 - - - - - - 100.00 99.94 100.00 76.20 - 100.00 - - 87.78 - - - - - - 100.00 - 45.00 45.00 - - 100.00 - - - - 100.00 100.00 100.00 83.00 - - 100.00 30.32 100.00 100.00 100.00 100.00 100.00 100.00 - 0.06 - 19.23 100.00 - 100.00 100.00 12.22 100.00 100.00 84.32 100.00 100.00 100.00 - 100.00 - - 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.93 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.43 100.00 100.00 100.00 100.00 100.00 100.00 100.00 84.32 100.00 100.00 100.00 100.00 100.00 45.00 45.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 14 15 31 11 5 69 64 157 26 159 21 16 45 7,498 16 - - 377 4 9,754 214 131 9 - 4 15 13 50 - 2 2 14 14 8 3 29 8 2 1 1 16 20 34 145 20 389 2,159 6,927 43 440 30 101 46 85,940 37 24 37 14,592 4 9,966 483 133 110 2 5 52 18 589 3 5 2 36 36 88 12 318 19 4 15 8 2 5 3 83 15 335 2,084 5,932 16 281 9 85 1 78,458 3 6 36 13,390 1 103 270 2 75 1 1 34 4 538 2 1 0 4 4 79 - 291 6 1 1 - 8 12 25 27 5 40 74 697 11 108 18 11 33 6,075 31 13 - 1,019 3 9,512 214 126 23 1 5 19 8 84 - 4 1 28 28 8 12 23 7 2 13 8 5 3 6 35 - 13 - 298 15 51 3 6 12 1,407 2 5 - 183 - 351 (1) 5 12 - - (1) 6 (34) 1 - 1 4 4 - - 4 5 1 1 - Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(*) Affiliate Entity Data BBVA GLOBAL FINANCE LTD. BBVA GLOBAL MARKETS B.V. BBVA INMOBILIARIA E INVERSIONES, S.A. BBVA INSTITUIÇAO FINANCEIRA DE CREDITO, S.A. BBVA INTERNATIONAL LIMITED BBVA INTERNATIONAL PREFERRED, S.A.U. BBVA INVERSIONES CHILE, S.A. BBVA IRELAND PLC CAYMAN ISLANDS FINANCIAL SERVICES NETHERLANDS FINANCIAL SERVICES CHILE REAL ESTATE PORTUGAL FINANCIAL SERVICES CAYMAN ISLANDS FINANCIAL SERVICES SPAIN CHILE IRELAND FINANCIAL SERVICES INVESTMENT COMPANY FINANCIAL SERVICES BBVA LEASIMO - SOCIEDADE DE LOCAÇAO FINANCEIRA, S.A. PORTUGAL FINANCIAL SERVICES BBVA LUXINVEST, S.A. LUXEMBOURG INVESTMENT COMPANY BBVA MEDIACION OPERADOR DE BANCA-SEGUROS VINCULADO, S.A. SPAIN FINANCIAL SERVICES BBVA NOMINEES LIMITED BBVA PARAGUAY, S.A. BBVA PARTICIPACIONES MEJICANAS, S.L. BBVA PENSIONES, SA, ENTIDAD GESTORA DE FONDOS DE PENSIONES BBVA PLANIFICACION PATRIMONIAL, S.L. UNITED KINGDOM SERVICES PARAGUAY BANKING SPAIN SPAIN SPAIN INVESTMENT COMPANY PENSION FUNDS MANAGEMENT FINANCIAL SERVICES BBVA PREVISIÓN AFP S.A. ADM.DE FONDOS DE PENSIONES BOLIVIA PENSION FUNDS MANAGEMENT BBVA PROPIEDAD, S.A. BBVA RE LIMITED BBVA REAL ESTATE MEXICO, S.A. DE C.V. BBVA RENTAS E INVERSIONES LIMITADA BBVA RENTING, S.A. BBVA SECURITIES INC. BBVA SEGUROS COLOMBIA, S.A. BBVA SEGUROS DE VIDA COLOMBIA, S.A. BBVA SEGUROS DE VIDA, S.A. BBVA SEGUROS, S.A., DE SEGUROS Y REASEGUROS BBVA SENIOR FINANCE, S.A.U. BBVA SERVICIOS CORPORATIVOS LIMITADA BBVA SERVICIOS, S.A. BBVA SOCIEDAD DE LEASING INMOBILIARIO, S.A. BBVA SOLUCIONES AVANZADAS DE ASESORAMIENTO Y GESTION, S.L. (**) BBVA SUBORDINATED CAPITAL S.A.U. BBVA SUIZA, S.A. (BBVA SWITZERLAND) BBVA TRADE, S.A. BBVA U.S. SENIOR S.A.U. BBVA VALORES COLOMBIA, S.A. COMISIONISTA DE BOLSA BBVA VIDA, S.A.DE SEGUROS Y REASEGUROS BBVA WEALTH SOLUTIONS, INC. BILBAO VIZCAYA HOLDING, S.A. Impairment lo sses due to pro perty, real estate and sto cks, o f Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are no t co unted fo r purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 (**) This co mpany has an equity lo an fro m B lue Indico Investments, S.L. SPAIN IRELAND MEXICO CHILE SPAIN REAL ESTATE INVESTMENT COMPANY INSURANCES SERVICES FINANCIAL SERVICES INVESTMENT COMPANY FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES COLOMBIA INSURANCES SERVICES COLOMBIA INSURANCES SERVICES CHILE SPAIN SPAIN CHILE SPAIN CHILE SPAIN SPAIN INSURANCES SERVICES INSURANCES SERVICES FINANCIAL SERVICES SERVICES COMERCIAL FINANCIAL SERVICES SERVICES FINANCIAL SERVICES SWITZERLAND BANKING SPAIN INVESTMENT COMPANY SPAIN COLOMBIA SECURITIES DEALER FINANCIAL SERVICES SPAIN UNITED STATES SPAIN INSURANCES SERVICES FINANCIAL SERVICES INVESTMENT COMPANY 163 100.00 100.00 - 49.90 100.00 100.00 61.22 100.00 - 36.00 - 95.00 100.00 99.00 100.00 80.00 75.00 - - - - 5.94 - 94.00 94.00 - - 68.11 50.10 - - 38.78 - 100.00 64.00 100.00 - - 1.00 - 20.00 5.00 100.00 100.00 100.00 100.00 94.06 100.00 6.00 6.00 - 100.00 94.35 100.00 - - - - 100.00 39.72 - 100.00 - 100.00 - 89.00 5.60 - 100.00 100.00 97.49 100.00 - 60.28 100.00 - 100.00 - 100.00 11.00 100.00 100.00 68.11 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 100.00 100.00 100.00 100.00 80.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.95 100.00 100.00 100.00 97.49 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - - 5 39 - - 483 180 9 256 3 - 23 - 13 - 2 395 592 42 267 12 1,772 1,366 459 12 275 166 - 1,726 - 67 1 15 1,162 1,187 1 - 191 21 149 10 14 52 431 - 8 - 20 - - 67 6 - 4 122 5 35 87 1 192 716 2,903 66 417 227 18,113 11,585 15 10 66 - 1,768 927 34 1,670 5 2,151 5 175 391 592 35 221 9 1,772 6 254 3 7 150 - 1,584 - 35 - 7 10 45 1 - 631 2,754 50 320 174 16,382 11,584 7 2 46 1 1,767 786 13 1,670 1 2,019 - 56 4 - 6 44 3 1 1,244 198 9 143 9 - 119 - 16 1 5 - - 1 2 - - 116 7 - 125 6 - 23 - 16 - 3 1,237 (61) 34 (1) 158 71 121 14 68 50 8 - 34 15 28 3 29 3 1,513 218 1 7 7 20 3 1 127 13 - 3 52 6 114 - 1 2 - (3) - 15 8 - 1 79 (1) 6 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros (*) Affiliate Entity Data BLUE INDICO INVESTMENTS, S.L. CAIXA DE MANLLEU PREFERENTS, S.A. CAIXA TERRASSA SOCIETAT DE PARTICIPACIONS PREFERENTS, S.A.U. CAIXASABADELL PREFERENTS, S.A. CAIXASABADELL TINELIA, S.L. CAPITAL INVESTMENT COUNSEL, INC. CARTERA E INVERSIONES S.A., CIA DE CASA DE BOLSA BBVA BANCOMER, S.A. DE C.V. CATALONIA GEBIRA, S.L, (**) CATALONIA PROMODIS 4, S.A. CB TRANSPORT ,INC. CDD GESTIONI, S.R.L. CIA. GLOBAL DE MANDATOS Y REPRESENTACIONES, S.A. CIDESSA DOS, S.L. CIDESSA UNO, S.L. CIERVANA, S.L. COMERCIALIZADORA CORPORATIVA SAC COMERCIALIZADORA DE SERVICIOS FINANCIEROS, S.A. COMPASS ASSET ACCEPTANCE COMPANY, LLC COMPASS AUTO RECEIVABLES CORPORATION COMPASS BANK COMPASS CAPITAL MARKETS, INC. COMPASS CUSTODIAL SERVICES, INC. COMPASS GP, INC. COMPASS INVESTMENTS, INC. COMPASS LIMITED PARTNER, INC. COMPASS LOAN HOLDINGS TRS, INC. COMPASS MORTGAGE CORPORATION COMPASS MORTGAGE FINANCING, INC. COMPASS MULTISTATE SERVICES CORPORATION COMPASS SOUTHWEST, LP COMPASS TEXAS ACQUISITION CORPORATION COMPASS TEXAS MORTGAGE FINANCING, INC COMPASS TRUST II COMPAÑIA CHILENA DE INVERSIONES, S.L. COMPLEMENTOS INNOVACIÓN Y MODA, S.L. (***) CONSOLIDAR A.F.J.P., S.A. CONSORCIO DE CASAS MEXICANAS, S.A.P.I. DE C.V. INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES INVESTMENT COMPANY FINANCIAL SERVICES INVESTMENT COMPANY SECURITIES DEALER REAL ESTATE REAL ESTATE INACTIVE REAL ESTATE IN LIQUIDATION INVESTMENT COMPANY INVESTMENT COMPANY INVESTMENT COMPANY FINANCIAL SERVICES SPAIN SPAIN SPAIN SPAIN SPAIN UNITED STATES SPAIN MEXICO SPAIN SPAIN UNITED STATES ITALY URUGUAY SPAIN SPAIN SPAIN PERU COLOMBIA SERVICES INACTIVE UNITED STATES INACTIVE UNITED STATES BANKING UNITED STATES INVESTMENT COMPANY UNITED STATES INACTIVE UNITED STATES INVESTMENT COMPANY UNITED STATES INACTIVE UNITED STATES INVESTMENT COMPANY UNITED STATES FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES UNITED STATES FINANCIAL SERVICES UNITED STATES INACTIVE UNITED STATES FINANCIAL SERVICES UNITED STATES INACTIVE UNITED STATES FINANCIAL SERVICES UNITED STATES INACTIVE UNITED STATES INVESTMENT COMPANY SPAIN IN LIQUIDATION SPAIN IN LIQUIDATION ARGENTINA REAL ESTATE MEXICO Impairment lo sses due to pro perty, real estate and sto cks, o f Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are no t co unted fo r purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 (**) This co mpany has an equity lo an fro m A RRELS CT P A TRIM ONI I P ROYECTES, S.A . (***) This co mpany has an equity lo an fro m B B VA ELCA NO EM P RESA RIA L, S.C.R.S.A . and B B VA ELCA NO EM P RESA RIA L II, S.C.R.S.A . In liquidato n. 164 100.00 100.00 100.00 100.00 100.00 - 100.00 - - - - 100.00 - - - 100.00 - - - - - - - - - - - - - - - - - - 100.00 - 46.11 - - - - - - 100.00 - 100.00 81.66 100.00 100.00 - 100.00 100.00 100.00 - 99.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 53.89 99.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 81.66 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.99 5 - 1 - 41 12 92 66 - - 16 5 - 15 5 53 - 2 402 3 9,673 6,517 - 40 - 5,673 66 2,492 - 3 4,675 2 - - 580 - - 1 18 - 76 92 42 13 88 74 44 14 16 6 - 15 178 61 1 6 402 3 70,583 6,517 - 50 - 5,674 66 2,547 - 3 4,675 2 - - 781 - 6 26 18 - 74 91 - - 56 8 51 17 - - - - 131 2 1 4 - - 60,911 - - 10 - 1 - 54 - - - - - - 1 - 5 13 3 - 2 1 41 11 34 31 (6) 5 15 6 - 15 51 53 - 1 402 3 9,343 6,447 - 39 - 5,605 66 2,456 - 3 4,615 2 - - 778 - 1 13 (2) - - - - 2 (2) 35 - (7) 1 - - - (5) 6 - 1 - - 330 70 - - - 67 - 36 - - 60 - - - 3 - (1) 1 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(*) Affiliate Entity Data CONTENTS AREA, S.L. CONTINENTAL BOLSA, SDAD. AGENTE DE BOLSA, S.A. (1) CONTINENTAL DPR FINANCE COMPANY (1) CONTINENTAL SOCIEDAD TITULIZADORA, S.A. (1) CONTRATACION DE PERSONAL, S.A. DE C.V. COPROMED S.A. DE C.V. CORPORACION GENERAL FINANCIERA, S.A. DESARROLLO URBANISTICO DE CHAMARTIN, S.A. DESITEL TECNOLOGIA Y SISTEMAS, S.A. DE C.V. DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1859 DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1860 ECASA, S.A. ECOARENYS, S.L. (**) EL ENCINAR METROPOLITANO, S.A. EL MILANILLO, S.A. (***) EMPRENDIMIENTOS DE VALOR S.A. ENTRE2 SERVICIOS FINANCIEROS, E.F.C., S.A. ESPAIS SABADELL PROMOCIONS INMOBILIARIES, S.A. ESPANHOLA COMERCIAL E SERVIÇOS, LTDA. ESTACION DE AUTOBUSES CHAMARTIN, S.A. EUROPEA DE TITULIZACION, S.A., S.G.F.T. F/253863 EL DESEO RESIDENCIAL F/403035-9 BBVA HORIZONTES RESIDENCIAL FACILEASING EQUIPMENT, S.A. DE C.V. SERVICES SERVICES SERVICES INVESTMENT COMPANY REAL ESTATE SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE REAL ESTATE REAL ESTATE SPAIN PERU SECURITIES DEALER CAYMAN ISLANDS FINANCIAL SERVICES PERU FINANCIAL SERVICES MEXICO MEXICO SPAIN SPAIN MEXICO MEXICO MEXICO CHILE SPAIN SPAIN SPAIN URUGUAY FINANCIAL SERVICES FINANCIAL SERVICES SPAIN REAL ESTATE SPAIN BRASIL IN LIQUIDATION SPAIN SPAIN MEXICO MEXICO MEXICO SERVICES FINANCIAL SERVICES REAL ESTATE REAL ESTATE FINANCIAL SERVICES FACILEASING S.A. DE C.V. FIDEICOMISO 28991-8 TRADING EN LOS MCADOS FINANCIEROS FINANCIERAS DERIVADAS FIDEICOMISO HARES BBVA BANCOMER F/ 47997-2 INSTITUCION DE BANCA MULTIPLE, FIDUCIARIO (FIDEIC.00989 6 FIDEICOMISO Nº 711, EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. INVEX 1ª EMISION) FIDEICOMISO Nº 752, EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. INVEX 2ª EMISION) FIDEICOMISO Nº 781, EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. INVEX 3ª EMISION) FIDEICOMISO Nº 847, EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. INVEX 4ª EMISION) FINANCEIRA DO COMERCIO EXTERIOR S.A.R. FINANCIERA AYUDAMOS S.A. DE C.V., SOFOMER FORUM COMERCIALIZADORA DEL PERU, S.A. FORUM DISTRIBUIDORA DEL PERU, S.A. FORUM DISTRIBUIDORA, S.A. FORUM SERVICIOS FINANCIEROS, S.A. FUTURO FAMILIAR, S.A. DE C.V. MEXICO MEXICO MEXICO MEXICO MEXICO FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE FINANCIAL SERVICES MEXICO FINANCIAL SERVICES MEXICO FINANCIAL SERVICES MEXICO FINANCIAL SERVICES FINANCIAL SERVICES INACTIVE FINANCIAL SERVICES MEXICO PORTUGAL MEXICO PERU SERVICES PERU FINANCIAL SERVICES FINANCIAL SERVICES CHILE FINANCIAL SERVICES CHILE SERVICES MEXICO Impairment lo sses due to pro perty, real estate and sto cks, of Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are not co unted for purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate on December 31, 2014 (**) This company has an equity lo an fro m P ROM OTORA DEL VA LLES, S.L. (***) This co mpany has an equity lo an fro m A NIDA OP ERA CIONES SINGULA RES, S.A . (1) Full co nsolidatio n metho d is used acco rding to acco unting rules (see Glossary) 165 - - - - - - 100.00 - - - - - - - - - - - 100.00 - 88.99 - - - - - - - - - - - - 100.00 - - - - - - 100.00 100.00 100.00 100.00 100.00 100.00 - 75.54 100.00 100.00 100.00 100.00 50.00 99.05 100.00 100.00 100.00 100.00 - 51.00 - 65.00 65.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.54 100.00 100.00 100.00 100.00 50.00 99.05 100.00 100.00 100.00 100.00 100.00 51.00 88.99 65.00 65.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 84.32 84.32 75.52 75.50 100.00 100.00 100.00 100.00 84.32 84.32 75.52 75.50 100 6 7 - 1 5 - 510 70 2 - - 11 - 4 11 3 9 6 - - 2 - - 51 70 3 73 37 2 - - - - - 9 3 6 17 133 1 6 10 322 1 10 - 1,188 107 2 - - 13 16 8 8 8 9 10 - - 42 1 1 517 728 3 73 40 201 49 24 1 2 322 - 5 - 1 15 - - - 2 53 4 1 6 - 3 - - 6 - - 438 668 - - 7 199 49 24 6 7 - - 4 - 966 93 2 - - 6 (31) 5 7 3 9 6 1 - 32 1 1 66 52 3 69 34 (7) 1 - 161 103 50 127 - 24 4 26 127 1,098 2 128 - 15 1 19 107 941 2 - - 14 3 6 17 117 1 - 1 - - - - 221 (1) - - - 5 (6) (1) - (1) - 1 - - 4 - - 13 8 - 3 (1) 9 (1) - 8 (1) - (5) 1 - 3 41 - Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(*) Affiliate Entity Data GESTION DE PREVISION Y PENSIONES, S.A. GESTION Y ADMINISTRACION DE RECIBOS, S.A. - GARSA GOBERNALIA GLOBAL NET, S.A. GRAN JORGE JUAN, S.A. (**) GRANFIDUCIARIA GRUPO FINANCIERO BBVA BANCOMER, S.A. DE C.V. GUARANTY BUSINESS CREDIT CORPORATION GUARANTY PLUS HOLDING COMPANY GUARANTY PLUS PROPERTIES LLC-2 GUARANTY PLUS PROPERTIES, INC-1 HABITATGES INVERCAP, S.L. (***) HABITATGES INVERVIC, S.L. (***) HABITATGES JUVIPRO, S.L. (***) HIPOTECARIA NACIONAL MEXICANA INCORPORATED HIPOTECARIA NACIONAL, S.A. DE C.V. HOLDING CONTINENTAL, S.A. HOMEOWNERS LOAN CORPORATION HUMAN RESOURCES PROVIDER, INC HUMAN RESOURCES SUPPORT, INC IMOBILIARIA DUQUE DE AVILA, S.A. INMESP DESARROLLADORA, S.A. DE C.V. INMUEBLES Y RECUPERACIONES CONTINENTAL S.A (1) INNOVATION 4 SECURITY, S.L. INVERAHORRO, S.L. INVERPRO DESENVOLUPAMENT, S.L. INVERSIONES ALDAMA, C.A. INVERSIONES BANPRO INTERNATIONAL INC. N.V. INVERSIONES BAPROBA, C.A. INVERSIONES DE INNOVACION EN SERVICIOS FINANCIEROS, S.L. (****) INVERSIONES P.H.R.4, C.A. INVESCO MANAGEMENT Nº 1, S.A. INVESCO MANAGEMENT Nº 2, S.A. L'EIX IMMOBLES, S.L. (*****) LIQUIDITY ADVISORS, L.P MADIVA SOLUCIONES, S.L. MISAPRE, S.A. DE C.V. MOMENTUM SOCIAL INVESTMENT 2011, S.L. MOMENTUM SOCIAL INVESTMENT 2012, S.L. MOMENTUM SOCIAL INVESTMENT 2013, S.L. MOMENTUM SOCIAL INVESTMENT HOLDING, S.L. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 (**) This co mpany has an equity lo an fro m B B VA , S. A . (***) These co mpanies has an equity lo an fro m lnverpro Desenvo lupament, S.L. (*****)This co mpany has an equity lo an fro m B ILB A O VIZCA YA HOLDING, S.A . (*****)This co mpany has an equity lo an fro m P ROM OTORA DEL VA LLES, S.L. (1) Full co nso lidatio n metho d is used acco rding to acco unting rules (see Glo ssary) IN LIQUIDATION SERVICES SERVICES PENSION FUNDS MANAGEMENT SERVICES SERVICES REAL ESTATE IN LIQUIDATION FINANCIAL SERVICES FINANCIAL SERVICES INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE FINANCIAL SERVICES SPAIN SPAIN SPAIN SPAIN COLOMBIA MEXICO UNITED STATES UNITED STATES UNITED STATES UNITED STATES SPAIN SPAIN SPAIN UNITED STATES MEXICO PERU INVESTMENT COMPANY UNITED STATES UNITED STATES UNITED STATES PORTUGAL REAL ESTATE MEXICO REAL ESTATE PERU REAL ESTATE SPAIN SPAIN SPAIN VENEZUELA CURAÇAO VENEZUELA SPAIN VENEZUELA LUXEMBOURG LUXEMBOURG SPAIN UNITED STATES SPAIN MEXICO SPAIN SPAIN SPAIN SPAIN SERVICES INVESTMENT COMPANY INVESTMENT COMPANY IN LIQUIDATION INVESTMENT COMPANY FINANCIAL SERVICES INVESTMENT COMPANY INACTIVE FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE FINANCIAL SERVICES SERVICES FINANCIAL SERVICES INVESTMENT COMPANY INVESTMENT COMPANY INVESTMENT COMPANY INVESTMENT COMPANY 60.00 - - 100.00 - 99.97 - - - - - - - - - 50.00 - - - - - - - 100.00 - - 48.00 100.00 - - - - - - - - - - - - - 100.00 100.00 - 90.00 - 100.00 100.00 100.00 100.00 100.00 35.00 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 100.00 - - 100.00 60.46 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 60.00 100.00 100.00 100.00 90.00 99.97 100.00 100.00 100.00 100.00 100.00 35.00 100.00 100.00 100.00 50.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 48.00 100.00 100.00 60.46 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 9 1 1 424 - 6,677 30 (33) 38 10 - - - - 13 124 8 510 506 9 39 2 - 19 1 - 11 1 - - 8 - - 1,029 9 1 3 2 2 7 33 1 7 979 - 9,340 30 53 38 10 - 1 2 - 21 1,453 8 510 506 24 39 9 3 77 26 - 55 1 42 - 8 4 20 1,029 1 3 3 2 2 7 4 - 3 592 - 1 - 86 - - 1 12 2 - 8 - - - - 14 - 7 2 57 24 - 2 - 46 - - 17 25 - - 2 - - - - 21 1 3 383 - 7,581 30 (32) 38 10 (1) (9) - - 11 1,123 8 501 498 8 39 - 1 20 2 - 53 1 - - 8 (13) (4) 1,024 1 6 3 2 2 7 7 - 1 5 - 1,758 - (1) - - - (1) - - 3 330 - 8 8 3 - 2 1 (1) (1) - - - (4) - - (1) (1) 6 - (5) - - - - 166 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(*) Affiliate Entity Data MULTIASISTENCIA OPERADORA S.A. DE C.V. MULTIASISTENCIA SERVICIOS S.A. DE C.V. MULTIASISTENCIA, S.A. DE C.V. OPCION VOLCAN, S.A. OPPLUS OPERACIONES Y SERVICIOS, S.A. OPPLUS S.A.C PARCSUD PLANNER, S.L. PARTICIPACIONES ARENAL, S.L. PECRI INVERSION S.A PENSIONES BANCOMER, S.A. DE C.V. PHOENIX LOAN HOLDINGS, INC. PI HOLDINGS NO. 1, INC. PI HOLDINGS NO. 3, INC. PRO-SALUD, C.A. PROMOCION EMPRESARIAL XX, S.A. PROMOTORA DE RECURSOS AGRARIOS, S.A. PROMOTORA DEL VALLES, S.L. PROMOU CT 3AG DELTA, S.L. (**) PROMOU CT EIX MACIA, S.L. (**) PROMOU CT GEBIRA, S.L. (**) PROMOU CT OPENSEGRE, S.L. (**) PROMOU CT VALLES, S.L. PROMOU GLOBAL, S.L. (**) PROV-INFI-ARRAHONA, S.L. (***) PROVINCIAL DE VALORES CASA DE BOLSA, C.A. PROVINCIAL SDAD.ADMIN.DE ENTIDADES DE INV.COLECTIVA, C.A. PROVIVIENDA ENTIDAD RECAUDADORA Y ADMIN.DE APORTES, S.A. PROXIMA ALFA INVESTMENTS (USA) LLC PROXIMA ALFA INVESTMENTS HOLDINGS (USA) II INC. PROXIMA ALFA INVESTMENTS HOLDINGS (USA) INC. RENTRUCKS, ALQUILER Y SERVICIOS DE TRANSPORTE, S.A. RESIDENCIAL CUMBRES DE SANTA FE, S.A. DE C.V. RWHC, INC SCALDIS FINANCE, S.A. SEGUROS BANCOMER, S.A. DE C.V. SEGUROS PROVINCIAL, C.A. SERVICIOS CORPORATIVOS BANCOMER, S.A. DE C.V. SERVICIOS CORPORATIVOS DE SEGUROS, S.A. DE C.V. SERVICIOS EXTERNOS DE APOYO EMPRESARIAL, S.A DE C.V. SERVICIOS TECNOLOGICOS SINGULARES, S.A. Impairment lo sses due to pro perty, real estate and sto cks, o f Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are no t co unted fo r purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 (**) This co mpany has an equity lo an fro m A RRELS CT P ROM OU, S.A . (***)This co mpany has an equity lo an fro m P ROM OTORA DEL VA LLES S.L. MEXICO MEXICO MEXICO MEXICO SPAIN PERU SPAIN SPAIN SPAIN MEXICO UNITED STATES UNITED STATES UNITED STATES VENEZUELA SPAIN SPAIN SPAIN SPAIN SPAIN SPAIN SPAIN SPAIN INSURANCES SERVICES INSURANCES SERVICES INSURANCES SERVICES REAL ESTATE SERVICES IN LIQUIDATION REAL ESTATE INACTIVE OTHER INVESTMENT COMPANIES INSURANCES SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES INACTIVE INVESTMENT COMPANY COMERCIAL INVESTMENT COMPANY REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE SPAIN SPAIN REAL ESTATE REAL ESTATE SECURITIES DEALER FINANCIAL SERVICES VENEZUELA VENEZUELA BOLIVIA PENSION FUNDS MANAGEMENT UNITED STATES UNITED STATES UNITED STATES SPAIN MEXICO UNITED STATES BELGIUM MEXICO VENEZUELA MEXICO MEXICO MEXICO SPAIN IN LIQUIDATION IN LIQUIDATION IN LIQUIDATION INACTIVE REAL ESTATE FINANCIAL SERVICES INVESTMENT COMPANY INSURANCES SERVICES INSURANCES SERVICES SERVICES SERVICES SERVICES SERVICES 167 - - - - 100.00 - - - 100.00 - - - - - 100.00 100.00 - - - - - - - - - - - - - 100.00 99.32 - - - - - - - - - 100.00 100.00 100.00 100.00 - 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 58.86 - - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.00 100.00 100.00 100.00 100.00 - - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 58.86 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.00 100.00 100.00 100.00 100.00 100.00 99.32 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 1 30 66 1 1 - 8 88 278 370 78 23 - 6 - - 1 - - - 2 - - 1 1 1 8 - - 2 9 640 4 493 42 4 2 5 2 1 3 38 69 26 - 6 8 88 4,119 390 78 23 - 9 - 166 10 10 8 16 10 72 10 3 1 5 1 - 8 3 10 640 18 3,499 53 12 11 16 8 1 2 8 5 15 - 8 - - 3,842 20 - - - - - 256 10 12 11 31 8 111 16 1 - 4 - - 4 1 1 - - 3,006 12 8 9 11 5 - 1 25 54 7 - (1) 8 95 241 361 78 23 - 8 - (73) (2) (2) (3) (13) 3 (38) (5) 3 - 1 1 - 4 5 7 628 18 271 47 4 2 5 2 - - 5 11 4 - (1) - (7) 37 9 - - - - - (17) 2 - - (2) (1) (1) (1) (1) - - - - - (4) 1 13 - 222 (6) 1 - 1 - Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Additional Information on Consolidated Subsidiaries composing the BBVA Group (Continued) and consolidated structured entities Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlle d by the Bank Millions of Euros(*) Affiliate Entity Data UNITED STATES SPAIN FINANCIAL SERVICES SERVICES INACTIVE INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES COMERCIAL INVESTMENT COMPANY FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE SPAIN SPAIN UNITED STATES UNITED STATES UNITED STATES UNITED STATES UNITED STATES SPAIN UNITED STATES UNITED STATES MEXICO SPAIN COLOMBIA FINANCIAL SERVICES COLOMBIA FINANCIAL SERVICES SPAIN SPAIN SPAIN SPAIN REAL ESTATE BANKING INACTIVE VENTURE CAPITAL - 100.00 77.20 100.00 - - - - - - - - - - - - 100.00 100.00 60.60 100.00 100.00 - - - 100.00 100.00 100.00 100.00 100.00 68.67 100.00 100.00 100.00 100.00 100.00 100.00 - - - - 100.00 100.00 77.20 100.00 100.00 100.00 100.00 100.00 100.00 68.67 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 60.60 100.00 88 110 - 15 - - 1,033 1 1 2 10 90 3 2 - - - 175 - 1 90 110 - 15 13 9 1,033 43 21 - 14 90 5 3 2 149 983 1,367 - 14 2 - - - 12 8 - 41 21 - 4 - 2 - - 121 839 1,180 - 7 99 111 - 26 - - 1,025 1 1 - 10 87 2 3 2 24 338 161 - 7 (11) (1) - (11) - - 8 - - - - 3 - - - 4 (194) 25 - - SIMPLE FINANCE TECHNOLOGY CORP. SOCIEDAD DE ESTUDIOS Y ANALISIS FINANCIERO.,S.A. SOCIEDAD GESTORA DEL FONDO PUBLICO DE REGULACION DEL MERCADO HIPOTECARIO, S.A. SPORT CLUB 18, S.A. STATE NATIONAL CAPITAL TRUST I STATE NATIONAL STATUTORY TRUST II TEXAS LOAN SERVICES, LP. TEXAS REGIONAL STATUTORY TRUST I TEXASBANC CAPITAL TRUST I TEXTIL TEXTURA, S.L. TMF HOLDING INC. TUCSON LOAN HOLDINGS, INC. UNIDAD DE AVALUOS MEXICO, S.A. DE CV UNITARIA GESTION DE PATRIMONIOS INMOBILIARIOS UNIVERSALIDAD "E5" UNIVERSALIDAD TIPS PESOS E-9 UNNIM SOCIEDAD PARA LA GESTION DE ACTIVOS INMOBILIARIOS, S.A. UNO-E BANK, S.A. URBANIZADORA SANT LLORENC, S.A. VALANZA CAPITAL RIESGO S.G.E.C.R. S.A. UNIPERSONAL Impairment lo sses due to pro perty, real estate and sto cks, o f Spanish Real Estate co mpanies, acco rding to Ro yal Decree-Law 10/2008 and successive, are no t co unted fo r purpo ses o f A rticle 363 o f the Co mpanies A ct Capital. (*) Info rmatio n o n fo reign co mpanies at exchange rate o n December 31, 2014 168 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX III. Additional information on investments and jointly controlled companies accounted for under the equity method of consolidation in the BBVA Group (includes the most significant companies that together represent 98% of total investments in these companies) Including the most significant entities, jointly representing 99.71% of all investment in this group Company Location Activity Direct Indirect Total Net Carrying Amount Assets 12.31.14 Liabilities 12.31.14 Equity 12.31.14 Profit (Loss) 12.31.14 % of Voting Rights Controlled by the Bank Millions of Euros(**) Affiliate Entity Data ACA, S.A. SOCIEDAD DE VALORES ADQUIRA ESPAÑA, S.A. ADQUIRA MEXICO, S.A. DE C.V. ALMAGRARIO, S.A. ALTITUDE SOFTWARE SGPS, S.A. (*) ALTURA MARKETS, SOCIEDAD DE VALORES, S.A. (*) ASOCIACION TECNICA CAJAS DE AHORROS, A.I.E. (ATCA, AIE) (*) AUREA, S.A. (CUBA) BRUNARA, SICAV, S.A. CANCUN SUN & GOLF COUNTRY CLUB, S.A.P.I. DE C.V. CITIC INTERNATIONAL FINANCIAL HOLDINGS LIMITED CIFH COMPAÑIA ESPAÑOLA DE FINANCIACION DEL DESARROLLO S.A. COMPAÑIA MEXICANA DE PROCESAMIENTO, S.A. DE C.V. (*) CORPORACION IBV PARTICIPACIONES EMPRESARIALES, S.A. (*) FERROMOVIL 3000, S.L. (*) FERROMOVIL 9000, S.L. (*) FIDEICOMISO 1729 INVEX ENAJENACION DE CARTERA (*) FIDEICOMISO F 403853- 5 BBVA BANCOMER SERVICIOS ZIBATA (*) FIDEICOMISO F/402770-2 ALAMAR (*) FIDEICOMISO F/403112-6 DE ADMINISTRACION DOS LAGOS (*) FIDEICOMISO SCOTIABANK INVERLAT SA 100322742 (*) I+D MEXICO, S.A. DE C.V. (*) INVERSIONES PLATCO, C.A. (*) METROVACESA, S.A. OCCIDENTAL HOTELES MANAGEMENT, S.L. PARQUE REFORMA SANTA FE, S.A. de C.V. SPAIN SPAIN MEXICO COLOMBIA SERVICES PORTUGAL SERVICES SECURITIES DEALER COMERCIAL COMERCIAL SPAIN SPAIN CUBA SPAIN MEXICO HONG-KONG SPAIN MEXICO SPAIN SPAIN SPAIN MEXICO MEXICO MEXICO MEXICO MEXICO MEXICO VENEZUELA SPAIN SECURITIES DEALER SERVICES REAL ESTATE VARIABLE CAPITAL REAL ESTATE INVESTMENT COMPANY FINANCIAL SERVICES SERVICES INVESTMENT COMPANY SERVICES SERVICES REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE SERVICES FINANCIAL SERVICES REAL ESTATE SPAIN MEXICO SERVICES REAL ESTATE PSA FINANCE ARGENTINA COMPAÑIA FINANCIERA, S.A. (*) ARGENTINA BANKING REAL ESTATE DEAL II, S.A. (*) REDSYS SERVICIOS DE PROCESAMIENTO, S.L. ROMBO COMPAÑIA FINANCIERA, S.A. SERVICIOS ELECTRONICOS GLOBALES, S.A. DE C.V. SERVICIOS ON LINE PARA USUARIOS MULTIPLES, S.A. (SOLIUM) (*) SERVIRED SOCIEDAD ESPAÑOLA DE MEDIOS DE PAGO, S.A. SOCIEDAD ADMINISTRADORA DE FONDOS DE CESANTIA DE CHILE II, S.A. TELEFONICA FACTORING ESPAÑA, S.A. TURKIYE GARANTI BANKASI A.S (*) VITAMEDICA ADMINISTRADORA, S.A. DE C.V (*) OTHER COMPANIES SPAIN SPAIN ARGENTINA MEXICO SPAIN SPAIN CHILE SPAIN TURKEY MEXICO OTHER INVESTMENT COMPANIES FINANCIAL SERVICES BANKING SERVICES SERVICES FINANCIAL SERVICES PENSION FUND MANAGEMENT FINANCIAL SERVICES BANKING SERVICES (*) Joint venture entities accounted for using the equity method. (**) Information on foreign companies at exchange rate on December 31, 2014. (1) Consolidated data (2) Non-currents sets held for sale 37.50 - - - - 50.00 31.00 - 1.64 - 29.68 16.67 - - - - - - - - - - - 18.31 - - - 20.06 16.75 - - - 22.30 - 30.00 25.01 - - 40.00 50.00 35.38 31.55 - - 49.00 9.39 33.33 - - 50.00 50.00 20.00 20.00 32.25 30.00 42.400 46.91 33.62 50.00 50.00 - 57.54 30.00 50.00 - 0.22 40.00 46.14 66.67 0.29 48.60 - - 51.00 37.50 40.00 50.00 35.38 31.55 50.00 31.00 49.00 11.03 33.33 29.68 16.67 50.00 50.00 20.00 20.00 32.25 30.00 42.40 46.91 33.62 50.00 50.00 18.31 57.54 30.00 50.00 20.06 16.97 40.00 46.14 66.67 22.59 48.60 30.00 25.01 51.00 2 3 2 4 8 18 2 4 52 36 675 17 6 111 4 3 70 20 10 9 11 17 11 257 104 5 26 5 4 25 5 7 8 8 3 3,853 3 16 12 16 7 28 21 1,406 7 8 158 84 20,593 107 13 443 559 359 216 120 23 20 68 33 38 6,956 625 52 222 39 112 216 11 12 52 21 59 2 10 3 - 21 1,370 - - 1 28 18,584 8 - 172 529 337 - 50 - - 33 - 16 5,705 445 36 170 11 89 154 - 5 15 4 44 13 6 4 28 1 30 7 8 144 58 1,791 91 12 270 30 22 216 64 23 20 34 23 26 1,620 180 11 32 29 17 37 11 6 28 16 7 20,955 13 18,631 7 2,069 6 (3) 1 - - (4) (1) (1)(4) 6 - - 12 (3) 219 8 1 - - - - 6 - - 1 11 (4) (348) - 5 20 (1) 6 24 1 1 9 2 9 255 1 (1)(2)(4) (2) (1) (1)(4) (2) (1) (4) (3) (1) (3) Information on Garanti Group as of September 30, 2014. Total market capitalization as of December 31, 2014 w as €13,970 million. Total received dividends amounted to €36 million. (4) Figures as of December 31, 2013 169 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX IV. Changes and notification of investments and divestments in the BBVA Group in 2013 Acquisitions or Increases of Interest Ownership in Consolidated Subsidiaries Company Type of Transaction Activity DESARROLLO URBANISTICO DE CHAMARTIN, S.A. SIMPLE FINANCE TECHNOLOGY CORP. BBVA DATA & ANALYTICS, S.L. MOMENTUM SOCIAL INVESTMENT 2013, S.L. HABITATGES JUVIPRO, S.L. RENTRUCKS, ALQUILER Y SERVICIOS DE TRANSPORTE, S.A. MOMENTUM SOCIAL INVESTMENT HOLDING, S.L. L'EIX IMMOBLES, S.L. MADIVA SOLUCIONES, S.L. DESARROLLO URBANISTICO DE CHAMARTIN, S.A. EUROPEA DE TITULIZACION, S.A., S.G.F.T. DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1859 DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1860 DILUTION EFFECT ACQUISITION FOUNDING FOUNDING ACQUISITION DILUTION EFFECT FOUNDING ACQUISITION ACQUISITION DILUTION EFFECT ACQUISITION FOUNDING FOUNDING REAL ESTATE FINANCIAL SERVICES SERVICES INVESTMENT COMPANY REAL ESTATE FINANCIAL SERVICES INVESTMENT COMPANY REAL ESTATE SERVICES REAL ESTATE FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES M illio ns o f E uro s % o f V o t ing R ight s Price Paid in the Transactions + Expenses directly attributable to the Transactions Fair Value of Equity Instruments issued for the Transactions % Participation (net) Acquired in the Period Total Voting Rights Controlled after the Transactions E f f e c t iv e D a t e f o r t he T ra ns a c t io n ( o r N o t if ic a t io n D a t e ) 7 84 - 2 - 4 7 - 9 3 - - - - - - - - - - - - - - - - 2.16% 100.00% 100.00% 100.00% 60.00% 0.10% 100.00% 10.00% 100.00% 0.88% 1.48% 100.00% 100.00% 74.66% 0.00% 100.00% 100.00% 100.00% 99.32% 100.00% 100.00% 100.00% 75.54% 88.99% 100.00% 100.00% 2/7/2014 3/20/2014 4/20/2014 5/30/2014 7/9/2014 10/7/2014 10/7/2014 10/7/2014 11/28/2014 12/11/2014 12/18/2014 12/23/2014 12/23/2014 Disposals or Reduction of Interest Ownership in Consolidated Subsidiaries M illio ns o f E uro s % o f V o t ing R ight s Company Type of Transaction Activity Profit (Loss) in the Transaction Changes in the Equity due to the transaction % Participation Sold in the Period EL OASIS DE LAS RAMBLAS, S.L. BBVA BANCO FRANCES, S.A. (*) GRUPO PROFESIONAL PLANEACION Y PROYECTOS, S.A. DE C.V. F/11032604 FRACCIONAMIENTO LORCA LIQUIDATION DISPOSAL DISPOSAL DILUTION EFFECT REAL ESTATE BANK SERVICES REAL ESTATE BBVA CARTERA DE INVERSIONES,SICAV,S.A. SOCIETE INMOBILIERE BBV D'ILBARRIZ UNNIM SERVEIS DE DEPENDENCIA, S.A. SERVICIOS Y SOLUCIONES DE GESTION PARA CORPORACIONES, EMPRESAS Y PARTICULARES, S.L. IBERNEGOCIO DE TRADE, S.L. F/11032604 FRACCIONAMIENTO LOARCA TERCERA SECCION FIDEICOMISO Nº.402900-5 ADMINISTRACION DE INMUEBLES LIQUIDATION LIQUIDATION LIQUIDATION LIQUIDATION LIQUIDATION DISPOSAL LIQUIDATION VARIABLE CAPITAL REAL ESTATE SERVICES SERVICES COMMERCIAL REAL ESTATE FINANCIAL SERVICES - - - - - - - - - - - - 1 - - - - - - - - - 70.00% 0.03% 72.05% 3.29% 100.00% 100.00% 100.00% 100.00% 100.00% 56.76% 100.00% Total Voting Rights Controlled after the Disposal 0.00% 75.93% 0.00% 56.76% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Effective Date for the Transaction (or Notification Date) 5/2/2014 6/30/2014 9/9/2014 6/30/2014 10/31/2014 12/15/2014 12/16/2014 12/22/2014 12/24/2014 12/30/2014 12/31/2014 Consolidated Structured Entities CID II FINANCE B.V. (*) The profit figure show n is the net attributed income for the sale LIQUIDATION FINANCIAL SERVICES - - 12/30/2014 170 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Business Combinations and Other Acquisitions or Increases of Interest Ownership in Associates and Joint-Ventures Accounted for Under the Equity Method Company Type of Transaction Activity M illio ns o f E uro s % o f V o t ing R ight s P ric e P a id in t he T ra ns a c t io ns + E xpe ns e s D ire c t ly A t t ribut a ble t o t he T ra ns a c t io ns F a ir V a lue o f E quit y Ins t rum e nt s Is s ue d f o r t he T ra ns a c t io ns % P a rt ic ipa t io n ( N e t ) A c quire d in t he P e rio d T o t a l V o t ing R ight s C o nt ro lle d A f t e r t he T ra ns a c t io ns E f f e c t iv e D a t e f o r t he T ra ns a c t io n ( o r N o t if ic a t io n D a t e ) REAL ESTATE DEAL II, S.A. BATEC MOBILITY, S.L. GARANTI FILO SIGORTA ARACILIK HIZMETLERI A.S. SEGURIDAD Y PROTECCION BANCARIAS, S.A. DE C.V. GARANTI FINANSAL KIRALAMA A.S. GARANTI ODEME SISTEMLERI A.S.(GOSAS) GARANTI HIZMET YONETIMI A.S ALTITUDE SOFTWARE SGPS, S.A. FIDEICOMISO SCOTIABANK INVERLAT S A F100322908 ACQUISITION ACQUISITION FOUNDING DILUTION EFFECT ACQUISITION ACQUISITION ACQUISITION DILUTION EFFECT ACQUISITION OTHER INVESTMENT COMPANIES SERVICES INSURANCES SERVICES SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES SERVICES REAL ESTATE Consolidated Structured Entities COMPANY RPV COMPANY FOUNDING FOUNDING FINANCIAL SERVICES FINANCIAL SERVICES 5 - - - - - - - - - - 20.06% 48.51% 100.00% 3.82% 0.04% 0.04% 99.40% 0.54% 50.00% 20.06% 48.51% 100.00% 26.14% 99.99% 100.00% 3.00% 31.54% 50.00% - - - - - - - - - - - 3/31/2014 2/26/2014 3/20/2014 5/30/2014 10/31/2014 10/31/2014 10/31/2014 12/23/2014 12/23/2014 2/28/2014 2/28/2014 171 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Disposal or Reduction of Interest Ownership in Associates and Joint-Ventures Companies Accounted for Under the Equity Method M illio ns o f E uro s % o f V o t ing R ight s Company Type of Transaction Activity P ro f it ( Lo s s ) in t he T ra ns a c t io n % P a rt ic ipa t io n S o ld in t he P e rio d AC HOTEL MANRESA, S.L. LIQUIDATION SERVICES RENT AND TECH ALQUILER Y SERVICIOS TECNOLOGICOS. S.L. DISPOSAL TUBOS REUNIDOS, S.A. TUBOS REUNIDOS, S.A. EFEAGRO, S.A. SVENSON, S.L. DISPOSAL DISPOSAL DISPOSAL DISPOSAL FIDEICOMISO SCOTIABANK INVERLAT SA 100322742 DILUTION EFFECT NAVIERA ATTILA, AIE CONNEX GARRAF, S.L. PROMOU CT MEDEA, S.L. DOMENIA CREDIT IFN SA STICHTING UNITED CUSTODIAN GESTIO CASA JOVE, S.L. SBD LLOGUER SOCIAL, S.A. LIQUIDATION LIQUIDATION DISPOSAL MERGER LIQUIDATION DISPOSAL DISPOSAL FIDEICOMISO SCOTIABANK INVERLAT SA 100322742 DILUTION EFFECT PROMOTORA DE INVERSION DE C. V. GOLDEN CLOVER STICHTING CUSTODY SAFEKEEPING CUSTODY COMPANY B.V. COMPAÑIA ESPAÑOLA DE FINANCIACION DEL DESARROLLO S.A. STICHTING SAFEKEEPING DISPOSAL LIQUIDATION LIQUIDATION DISPOSAL LIQUIDATION SERVICES INDUSTRIAL INDUSTRIAL SERVICES COMMERCIAL REAL ESTATE SERVICES REAL ESTATE REAL ESTATE FINANCIAL SERVICES FINANCIAL SERVICES REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES INVESTMENT COMPANY - - - 16 - - - - - - - - - 3 - 8 - - - - 50.00% 100.00% 0.46% 21.75% 50.00% 31.51% 1.67% 21.01% 33.00% 51.00% 100.00% 100.00% 31.00% 20.00% 3.39% 50.00% 100.00% 100.00% 1.14% 100.00% T o t a l V o t ing R ight s C o nt ro lle d a f t e r t he D is po s a l 0.00% 0.00% 21.75% 0.00% 0.00% 0.00% 37.01% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 33.61% 0.00% 0.00% 0.00% 16.67% 0.00% E f f e c t iv e D a t e f o r t he T ra ns a c t io n ( o r N o t if ic a t io n D a t e ) 1/7/2014 1/9/2014 1/31/2014 2/18/2014 4/28/2014 5/1/2014 6/30/2014 6/30/2014 10/15/2014 10/28/2014 11/14/2014 11/18/2014 11/19/2014 11/21/2014 11/28/2014 11/30/2014 12/8/2014 12/12/2014 12/16/2014 12/22/2014 Changes in other Companies quoted recognize as Available-For-Sale Company Type of Transaction Activity % P a rt ic ipa t io n A c quire d ( S o ld) in t he P e rio d Totally Controlle d afte r Transaction E f f e c t iv e D a t e f o r t he T ra ns a c t io n ( o r N o t if ic a t io n D a t e ) % of voting rights TUBOS REUNIDOS, S.A. DISPOSAL INDUSTRIAL 6.89% 14.87% 2/18/2014 172 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX V. Fully consolidated subsidiaries with more than 10% owned by non-Group shareholders as of December 31, 2014 Company Activity Direct Indirect % of Voting Rights Controlled by the Bank BANCO BILBAO VIZCAYA ARGENTARIA CHILE, S.A. BANCO PROVINCIAL S.A. - BANCO UNIVERSAL BANKING BANKING BBVA CONSUMER FINANCE ENTIDAD DE DESARROLLO A LA PEQUEÑA Y MICRO EMPRESA, EDPYME, S.A. (BBVA CONSUMER FINANCE - EDPYME) BBVA ELCANO EMPRESARIAL, S.A. EN LIQUIDACION BBVA INMOBILIARIA E INVERSIONES, S.A. CATALONIA GEBIRA, S.L, DESARROLLO URBANISTICO DE CHAMARTIN, S.A. ECOARENYS, S.L. ESTACION DE AUTOBUSES CHAMARTIN, S.A. F/253863 EL DESEO RESIDENCIAL F/403035-9 BBVA HORIZONTES RESIDENCIAL FORUM COMERCIALIZADORA DEL PERU, S.A. FORUM DISTRIBUIDORA DEL PERU, S.A. FORUM DISTRIBUIDORA, S.A. FORUM SERVICIOS FINANCIEROS, S.A. GESTION DE PREVISION Y PENSIONES, S.A. HABITATGES INVERVIC, S.L. HOLDING CONTINENTAL, S.A. INVERSIONES BANPRO INTERNATIONAL INC. N.V. INVERSIONES P.H.R.4, C.A. PRO-SALUD, C.A. TEXTIL TEXTURA, S.L. FINANCIAL SERVICES IN LIQUIDATION REAL ESTATE REAL ESTATE REAL ESTATE REAL ESTATE SERVICES REAL ESTATE REAL ESTATE SERVICES FINANCIAL SERVICES FINANCIAL SERVICES FINANCIAL SERVICES PENSION FUND MANAGEMENT REAL ESTATE INVESTMENT COMPANY INVESTMENT COMPANY NO ACTIVITY NO ACTIVITY COMERCIAL - 1.46 - 45.00 - - - - - - - - - - - 60.00 - 50.00 48.00 - - - 68.18 53.75 84.32 - 68.11 81.66 75.54 50.00 51.00 65.00 65.00 84.32 84.32 75.52 75.50 - 35.00 - - 60.46 58.86 68.67 Total 68.18 55.21 84.32 45.00 68.11 81.66 75.54 50.00 51.00 65.00 65.00 84.32 84.32 75.52 75.50 60.00 35.00 50.00 48.00 60.46 58.86 68.67 173 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 54). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX VI. BBVA Group’s securitization funds Securitization Fund (consolidated) Company Origination Date BBVA-3 FTPYME FTA BBVA HIPOTECARIO 3 FTA BBVA-4 PYME FTA BBVA AUTOS 2 FTA BBVA CONSUMO 1 FTA BBVA-5 FTPYME FTA BBVA CONSUMO 2 FTA BBVA RMBS 1 FTA BBVA RMBS 2 FTA BBVA LEASING 1 FTA BBVA-6 FTPYME FTA BBVA RMBS 3 FTA BBVA EMPRESAS 1 FTA BBVA-7 FTGENCAT FTA BBVA CONSUMO 3 FTA BBVA RMBS 5 FTA BBVA-8 FTPYME FTA BBVA EMPRESAS 2 FTA BBVA CONSUMO 4 FTA BBVA EMPRESAS 3 FTA BBVA RMBS 9 FTA BBVA EMPRESAS 4 FTA BBVA EMPRESAS 5 FTA BBVA EMPRESAS 6 FTA BBVA RMBS 10 FTA BBVA RMBS 11 FTA BBVA SECURITISED FUNDING 1.FTA BBVA RMBS 12 FTA BBVA-FINANZIA AUTOS 1 FTA FTA TDA-22 MIXTO FTA IM TERRASSA MBS-1 FTA TDA-27 FTA TDA-28 FTA GAT FTGENCAT 2007 FTA GAT FTGENCAT 2008 AYT HIPOTECARIO MIXTO, FTA TDA 20-MIXTO, FTA AYT HIPOTECARIO MIXTO IV, FTA GC FTGENCAT CAIXA SABADELL 1, FTA AYT CAIXA SABADELL HIPOTECARIO I, FTA GC FTGENCAT CAIXA SABADELL 2, FTA BBVA PYME 9 FTA BBVA RMBS 13 FTA BBVA CONSUMO 6 FTA BBVA RMBS 14 FTA PEP80040F110 BBVA UNIVERSALIDAD E9 BBVA UNIVERSALIDAD E10 BBVA UNIVERSALIDAD E11 BBVA UNIVERSALIDAD E12 BBVA UNIVERSALIDAD N6 BACOMCB 07 BACOMCB 08 BACOMCB 08U BACOMCB 08-2 BACOMCB 09 BMERCB 13 2 PS Interamericana 2 PS Interamericana BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BANCO CONTINENTAL, S.A BBVA COLOMBIA, S.A. BBVA COLOMBIA, S.A. BBVA COLOMBIA, S.A. BBVA COLOMBIA, S.A. BBVA COLOMBIA, S.A. BBVA BANCOMER, S.A BBVA BANCOMER, S.A BBVA BANCOMER, S.A BBVA BANCOMER, S.A BBVA BANCOMER, S.A BBVA BANCOMER, S.A BBVA CHILE S.A. BBVA SOCIEDAD DE LEASING INMOBILIARIO, S 11/2004 06/2005 09/2005 12/2005 05/2006 10/2006 11/2006 02/2007 03/2007 06/2007 06/2007 07/2007 11/2007 02/2008 04/2008 05/2008 07/2008 03/2009 12/2009 12/2009 04/2010 07/2010 03/2011 12/2011 06/2011 06/2012 03/2013 12/2013 04/2007 12/2004 07/2006 12/2006 07/2007 11/2007 08/2008 03/2004 06/2004 06/2005 10/2006 07/2008 12/2008 12/2012 07/2014 10/2014 11/2014 12/2007 12/2008 03/2009 05/2009 08/2009 08/2012 12/2007 03/2008 08/2008 12/2008 08/2009 06/2013 10/2004 10/2004 Millions of Euros Total Securitized Exposures at the Origination Date 1,000,023 1,450,013 1,250,025 1,000,000 1,499,999 1,900,022 1,500,000 2,500,000 5,000,000 2,500,000 1,500,101 3,000,000 1,450,002 250,010 975,000 5,000,001 1,100,127 2,850,062 1,100,000 2,600,011 1,295,101 1,700,025 1,250,050 1,200,154 1,600,065 1,400,077 847,997 4,350,001 800,000 62,000 525,000 275,000 250,000 225,000 350,000 100,000 100,000 100,000 304,500 300,000 238,000 470,035 4,100,110 298,858 700,019 20,591 48,434 25,543 16,862 27,088 73,317 147,949 64,626 318,761 325,917 366,296 606,112 9,769 19,391 Total Securitized Exposures as of Decem ber 31, 2014 13,984 79,355 27,159 24,318 39,022 76,413 44,786 1,391,188 2,670,495 205,596 99,389 1,842,994 78,545 23,649 53,697 3,054,292 137,950 471,408 142,360 346,112 1,048,977 282,637 308,720 440,438 1,411,889 1,255,711 602,218 4,133,729 33,429 21,196 162,452 134,014 135,017 45,953 118,039 24,189 26,749 33,476 26,583 135,062 19,053 226,297 4,006,130 273,156 686,425 3,177 6,212 2,606 1,281 3,028 20,424 47,313 23,027 151,790 124,434 191,679 191,032 2,987 5,929 Securitization Fund (not consolidated) Company Millions of Euros Origination Date Total Securitized Exposures at the Origination Date Total Securitized Exposures as of Decem ber 31, 2014 BCL MUNICIPIOS I FTA FTA TDA13 FTA TDA-18 MIXTO AYT 1 HIPOTECARIO, FTH 2 PS RBS (ex ABN) BBVA, S.A BBVA, S.A BBVA, S.A BBVA, S.A BBVA SOCIEDAD DE LEASING INMOBILIARIO, S.A. 06/2000 12/2000 11/2003 06/1999 09/2002 1,205,059 84,142 91,000 149,040 7,622 57,947 8,621 18,750 3,538 4,786 174 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX VII. Details of the outstanding subordinated debt and preferred securities issued by the Bank as of December 31, 2014 and 2013 Issue Type and data Non-convertible July-96 July-04 October-04 January-05 December-05 August-06 August-06 February-07 February-07 March-07 March-08 July-08 June-09 September-09 Convertible May-13 Subtotal Subordinated deposits Preferred Stock December-07 Total Millions of Euros 2014 2013 Interest rate in force in 2014 Fix (F) or Variable (V) Maturity date 27 3 - 49 3 40 45 70 253 74 125 100 5 10 1,235 1,500 3,539 4,100 14 7,653 27 2 628 49 3 36 46 64 255 75 125 100 5 10 1,088 - 2,513 2,529 14 5,056 9.37% 0.34% 0.61% 2.37% 4.70% 0.66% 0.64% 4.50% 1.38% 6.03% 6.20% 5.33% 6.00% 9.00% 7.00% 2.33% F V V V V F V V V V V F V V V V V 12/22/2016 7/30/2019 20/10/2019(*) 1/28/2020 12/1/2015 8/9/2021 8/9/2021 2/15/2017 2/16/2022 Perpetual 3/3/2033 7/4/2023 6/10/2024 9/29/2019 Perpetual Perpetual Perpetual 175 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX VIII. Balance sheets held in foreign currency as of December 31, 2014 and 2013 2014 Assets - Financial assets held for trading Available-for-sale financial assets Loans and receivables Investments Tangible assets Rest Total Liabilities - Financial assets held for trading Financial liabilities at amortized cost Rest Total 2013 Assets - Financial assets held for trading Available-for-sale financial assets Loans and receivables Investm ents Tangible assets Rest Total Liabilities - Financial assets held for trading Financial liabilities at amortized cost Rest Total Millions of Euros USD Pounds Sterling Other Currencies TOTAL 2,126 3,475 12,839 2,028 7 9,140 29,615 1,474 28,118 5 29,597 305 950 1,461 - 6 1,385 4,107 241 3,772 59 4,072 600 3,081 1,900 19,826 2 (8,495) 16,914 398 873 668 1,939 3,031 7,506 16,200 21,854 15 2,030 50,636 2,113 32,763 732 35,608 Millions of Euros USD Pounds Sterling Other Currencies TOTAL 1,611 1,228 10,893 8,961 7 822 23,522 1,054 22,592 64 23,710 305 68 1,513 6 32 1,924 261 2,744 61 3,066 897 1,902 1,545 12,059 1 91 16,495 368 783 (561) 590 2,813 3,198 13,951 21,020 14 945 41,941 1,683 26,119 (436) 27,366 176 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX IX. Income statement corresponding to the first and second half of 2014 and 2013 INTEREST AND SIMILAR INCOME INTEREST EXPENSE AND SIMILAR CHARGES INCOME FROM EQUITY INSTRUMENTS NET INTEREST INCOME INCOME FROM EQUITY INSTRUMENTS FEE AND COMMISSION INCOME FEE AND COMMISSION EXPENSES GAINS OR LOSSES ON FINANCIAL ASSETS AND LIABILITIES (NET) EXCHANGE DIFFERENCES OTHER OPERATING INCOME OTHER OPERATING EXPENSES GROSS INCOME ADMINISTRATION COSTS Personnel expenses General expenses AMORTIZATION PROVISIONS (NET) IMPAIRMENT LOSSES ON FINANCIAL ASSETS (NET) NET OPERATING INCOME IMPAIRMENT LOSSES ON OTHER ASSETS (NET) GAINS (LOSSES) ON DERECOGNIZED ASSETS NOT CLASSIFIED AS NON- CURRENT ASSETS HELD FOR SALE NEGATIVE GOODWILL IN BUSINESS COMBINATIONS GAINS AND LOSSES ON NON-CURRENT ASSETS HELD FOR SALE NOT CLASSIFIED AS DISCONTINUED TRANSACTIONS INCOME BEFORE TAX INCOME TAX INCOME FROM CONTINUING TRANSACTIONS INCOME FROM DISCONTINUED TRANSACTIONS (NET) PROFIT FOR THE YEAR Millions of Euros 1H14 1H13 2H14 2H13 3,473 (1,893) - 1,580 1,910 896 (166) 753 (58) 56 (194) 4,778 (1,838) (1,093) (745) (259) (352) (918) 1,411 (259) (2) - (254) 895 86 981 - 981 4,225 (2,460) - 1,765 1,729 904 (169) 542 172 68 (162) 4,849 (1,952) (1,193) (759) (247) (343) (1,480) 827 (31) 137 - (277) 656 223 879 578 1,457 3,290 (1,600) - 1,690 938 877 (142) 401 167 64 (239) 3,755 (1,826) (1,101) (725) (258) (520) (950) 201 299 1 - (117) 385 (261) 124 - 124 3,652 (2,129) - 1,523 528 871 (163) 583 23 63 (479) 2,949 (1,925) (1,159) (766) (255) (387) (1,774) (1,392) 176 (264) - (93) (1,573) 896 (677) 483 (194) 177 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX X. Information on data derived from the special accounting registry Information required pursuant to Circular 5/2011 of the Bank of Spain is indicated as follows. a) Mortgage market policies and procedures The Bank has express policies and procedures in place regarding its activities in the mortgage market, which provide for full compliance with applicable legislation pursuant to Royal Decree 716/2009, of 24 April, 2009 implementing certain aspects of Act 2/1981, of 25 March 1981, regulating the mortgage market and other standards of the mortgage and financial system. The mortgage granting policy is based in principles focused on assessing the adequate ratio between the amount of the loan, and the payments, and the net income of the applicant. Applicants must in all cases prove sufficient repayment ability (present and future) to meet their repayment obligations, for both the mortgage debt and for other debts detected in the financial system, and even those from an estimate of their current expenses deduced from socio-demographic information. Therefore, the applicant’s repayment ability is a key aspect within the credit decision-making tools and retail risk acceptance manuals, and has a high weighting in the final decision. During the mortgage risk transaction analysis process , documentation supporting the applicant’s income (payroll, etc.) is required, and the applicant’s position in the financial system is checked through automated default database queries (internal and external). This information is used for calculation purposes in order to determine the level of indebtedness/compliance with the rest of the system. This documentation is kept in the transaction’s file. In addition, the mortgage granting policy assesses the adequate ratio between the amount of the loan and the appraisal value of the mortgaged asset. If an appropriate level is not exceeded, additional collateral is required to reinforce the transaction’s hedging. The policy also establishes that the property to be mortgaged be appraised by an independent appraisal company unrelated to the Group and authorized by the Bank of Spain. BBVA selects those companies whose reputation, standing in the market and independence ensure that their appraisals adapt to the market reality in each region. Each appraisal is reviewed and checked before the loan is granted by BBVA staff and, in those cases where the loan is finally granted, it is kept in the transaction’s file. As for issues related to the mortgage market, the Group’s Finance Division annually defines the wholesale finance issue strategy, and more specifically mortgage bond issues, such as mortgage covered bonds or mortgage securitization. The Assets and Liabilities Committee (“ALCO”) tracks the budget monthly. The volume and type of assets in these transactions is determined in accordance with the wholesale finance plan, the trend of the Bank’s “Loans and receivables” outstanding balances and market conditions. The Board of Directors of the Bank authorizes each of the issues of Mortgage Transfer Certificate and/or Mortgage Participation issued by BBVA to securitize loans and mortgage loans, as well as the establishment of a Base Prospectus for the issue of fixed-income securities through which the mortgage-covered bonds are implemented, based on the agreements for the issue of fixed-income securities approved by the Annual General Meeting. As established in article 24 of Royal Decree 716/2009, the volume of unmatured mortgage-covered bonds issued by a bank may not exceed 80% of a calculation base determined by adding the non-amortized capital of all the loans and mortgage loans in the bank’s portfolio that are eligible and are not covered by the issue of Mortgage Bonds, Mortgage Participations or Mortgage Transfer Certificates. For these purposes, in accordance with the aforementioned Royal Decree 716/2009, in order to be eligible, loans and mortgage loans must: (i) be secured by a first mortgage on the freehold; (ii) the loan’s amount may not exceed 80% of the appraisal value for home mortgages, and 60% for other mortgage lending; (iii) be established on assets exclusively and wholly owned by the mortgagor; (iv) have been appraised by an independent appraisal company unrelated to the Group and authorized by the Bank of Spain; and (v) the mortgaged property must be covered at least by a current damage insurance policy. The Bank has set up a series of controls for mortgage covered bonds, which regularly control the total volume of issued mortgage covered bonds issued and the remaining eligible collateral, to avoid exceeding the maximum limit set by Royal Decree 716/2009, and outlined in the preceding paragraph. In the case of securitizations, the preliminary portfolio of loans and mortgage loans to be securitized is checked by the Bank’s external auditor as required by the Spanish Securities and Exchange Commission. There is also a series of filters through which some mortgage loans and credits are excluded in accordance with legal, commercial and risk concentration criteria. 178 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. b) Quantitative information on activities in the mortgage market The quantitative information on activities in the mortgage market required by Bank of Spain Circular 5/2011 is shown below. b.1) Assets operation Mortgage loans. Eligibility for the purpose of the mortgage market. Millions of Euros December 2014 December 2013 Nominal value of outstanding loans and m ortgage loans (A) 104,217 108,962 Minus: Nom inal value of all outstanding loans and mortgage loans that form part of the portfolio, b ut have b een m ob ilized through mortgage b ond holdings or m ortgage transfer certificates. (B) (24,390) (21,551) Nominal value of outstanding loans and mortgage loans, excluding securitized loans Of which: (A)-(B) 79,827 - 87,411 Loans and mortgage loans which would be eligible if the calculation limits set forth in Article 12 of Spanish Royal Decree 716/2009 were not applied. (C) 42,920 58,742 Minus: Loans and mortgage loans which would b e eligib le b ut, according to the criteria set forth in Article 12 of Spanish Royal Decree 716/2009, cannot b e used to collateralize any issuance of mortgage b onds. Eligible loans and mortgage loans that, according to the criteria set forth in Article 12 of Spanish Royal Decree 716/2009, can be used as collateral for the issuance of mortgage bonds (D) (2,738) (3,590) (C)-(D) 40,182 55,152 Issuance lim it: 80% of eligible loans and m ortgage loans that can be used as collateral Issued Mortgage-covered bonds Outstanding Mortgage-covered bonds Capacity to issue mortgage-covered bonds Memorandum items: (E ) (F) (E)-(F) Percentage of overcollateralization across the portfolio Percentage of overcollateralization across the eligible used portfolio Nominal value of available sum s (com mitted and unused) from all loans and m ortgage loans. Of which: Potentially eligib le Ineligib le Nominal value of all loans and mortgage loans that are not eligible, as they do not meet the thresholds set in Article 5.1 of Spanish Royal Decree 716/2009, but do meet the rest of the eligibility requirements indicated in Article 4 of the Royal Decree. 32,145 29,958 27,210 2,187 - 266% 44,122 40,865 39,169 3,257 214% 134% 135% 1,900 1,633 1,322 578 1,365 268 30,810 23,698 Nominal value of the replacement assets subject to the issue of mortgage-covered bonds. - - 179 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Mortgage loans. Eligibility for the purpose of the mortgage market. Total loans Issued mortgage participations Of which: recognized on the b alance sheet Issued mortgage transfer certificates Of which: recognized on the b alance sheet Mortgage loans as collateral of mortgages bonds Loans supporting the issuance of mortgage-covered bonds Non elegible loans Comply requirements to be elegible except the lim it provided for under the article 5.1 of the Spanish Royal Decree 716/2009 Rest Elegible loans That can not be used as collateral for issuances That can be used as collateral for issuances Loans used to collateralize mortgage bonds Loans used to collateralize mortgage-covered bonds Millions of Euros (1) (2) (3) (4) 1-2-3-4 December 2014 104,217 3 - 24,387 24,345 - 79,827 36,907 30,810 6,097 42,920 2,738 40,182 - 40,182 December 2013 108,962 12 - 21,539 21,492 - 87,411 28,669 23,698 4,971 58,742 3,590 55,152 - 55,152 Mortgage loans. Classification of the nominal values according to different characteristics Total mortgage loans Eligible Loans(*) Elegibles that can be used as collateral for issuances (**) Total mortgage loans Eligible Loans(*) Elegibles that can be used as collateral for issuances (**) December 2014 December 2013 Millions of Euros TOTAL By source of the operations Originated by the bank Subrogated by other institutions Rest By Currency In euros In foreign currency By payment situation Normal payment Other situations By residual maturity Up to 10 years 10 to 20 years 20 to 30 years Over 30 years By Interest Rate Fixed rate Floating rate Mixed rate By Target of Operations For business activity From w ich: public housing For households By type of guarantee Secured by completed assets/buildings Residential use From w ich: public housing Commercial Other Secured by assets/buildings under construction Residential use From w ich: public housing Commercial Other Secured by land Urban Non-urban 79,827 - 69,794 928 9,105 - 79,462 365 - 59,012 20,815 - 18,434 24,768 23,027 13,598 - 3,211 76,616 - - 22,483 10,421 57,344 - 72,770 63,083 6,253 9,687 - 2,350 1,888 100 462 - 4,707 2,021 2,686 42,920 - 35,600 703 6,617 - 42,920 - - 35,268 7,652 - 10,733 17,939 10,619 3,629 - 863 42,057 - - 7,232 2,519 35,688 - 41,565 37,547 3,845 4,018 - 380 261 7 119 - 975 442 533 40,182 - 32,945 698 6,539 - 40,182 - - 34,509 5,673 - 9,377 17,276 10,030 3,499 - 687 39,495 - - 5,065 875 35,117 - 39,471 36,038 3,536 3,433 - 262 163 3 99 - 449 135 314 87,411 58,742 55,152 78,194 1,153 8,064 87,033 378 65,459 21,952 17,574 25,736 27,956 16,145 2,706 84,705 - 21,414 10,345 65,997 80,528 71,039 7,463 9,182 307 2,547 2,083 126 464 - 4,336 1,753 2,583 49,963 1,026 7,753 58,557 185 48,784 9,958 10,640 20,278 19,962 7,862 947 57,795 - 8,042 3,574 50,700 57,156 53,209 6,747 3,947 - 546 411 78 135 - 1,040 482 558 46,460 1,019 7,673 54,977 175 47,690 7,462 9,155 19,400 18,957 7,640 731 54,421 - 5,204 1,245 49,948 54,367 50,993 6,273 3,374 - 350 240 42 110 - 435 131 304 (*) Not taking into account the thresholds established by Article 12 of Spanish Royal Decree 716/2009 (**) Taking into account the thresholds established by Article 12 of Spanish Royal Decree 716/2009 180 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Millions of Euros Loan to Value (Last available appraisal risk) December 2014 Nominal value of the total mortgage loans Less than or equal to 40% Over 40% but less than or equal to 60% Over 60% but less than or equal to 80% Over 80% Total Home mortgages Other mortgages Total 9,518 2,454 11,972 13,848 2,483 16,331 14,617 14,617 37,983 4,937 42,920 - Millions of Euros Loan to Value (Last available appraisal risk) December 2013 Nominal value of the total mortgage loans Less than or equal to 40% Over 40% but less than or equal to 60% Over 60% but less than or equal to 80% Over 80% Total Home mortgages Other m ortgages Total 12,561 2,478 15,039 18,939 2,752 21,691 22,012 22,012 - - 53,512 5,230 58,742 Elegible and non elegible mortgage loans. Changes of the nominal values in the period Balance at the begining Retirements Held-to-m aturity cancellations Anticipated cancellations Subrogations to other institutions Rest Additions Acquisition of Unnim Originated by the bank Subrogations to other institutions Rest Balance at the end Millions of Euros December 2014 Millions of Euros December 2013 Eligible Loans (*) Non eligible Eligible Loans (*) Non eligible 58,742 17,832 5,055 342 - 12,435 2,010 - 1,819 5 186 42,920 28,669 5,901 3,231 606 - 2,064 14,139 - 3,382 3 10,754 36,907 69,598 24,428 5,784 1,477 5 17,162 13,572 10,958 2,516 12 86 58,742 14,147 4,587 2,468 421 1 1,697 19,109 2,753 3,647 4 12,705 28,669 Mortgage loans supporting the issuance of mortgage-covered bonds Nominal value. Potentially eligible Ineligible Total Millions of Euros December 2014 December 2013 1,322 578 1,900 1,365 268 1,633 181 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. b.2) Liabilities operations Issued Mortgage Bonds Nominal value Average residual maturity Nominal value Average residual maturity Millions of Euros December 2014 December 2013 Mortgage bonds Mortgage-covered bonds Of which:Non recognized as liab ilities on b alance Of Which: outstanding Debt securities issued through public offer Residual maturity up to 1 year Residual maturity over 1 year and less than 2 years Residual maturity over 2 years and less than 3 years Residual maturity over 3 years and less than 5 years Residual maturity over 5 years and less than 10 years Residual maturity over 10 years Debt securities issued without public offer Residual maturity up to 1 year Residual maturity over 1 year and less than 2 years Residual maturity over 2 years and less than 3 years Residual maturity over 3 years and less than 5 years Residual maturity over 5 years and less than 10 years Residual maturity over 10 years Deposits Residual maturity up to 1 year Residual maturity over 1 year and less than 2 years Residual maturity over 2 years and less than 3 years Residual maturity over 3 years and less than 5 years Residual maturity over 5 years and less than 10 years Residual maturity over 10 years Mortgage participations Mortgage transfer certificates Issued through public offer Issued without public offer (*) Including mortgage-covered bonds hold by the BBVA Group's companies - 29,958 2,748 27,210 22,620 3,598 4,500 6,772 5,550 2,200 2,272 - - 150 - 2,000 122 5,066 993 1,064 460 815 843 891 - 24,345 24,345 - - 40,865 39,169 7,810 28,027 6,407 3,598 4,500 6,772 4,550 2,200 7,227 200 - - 150 2,500 4,377 5,611 530 993 1,079 1,099 1,019 891 - 21,492 21,492 - 289 289 - - 287 287 - Given the characteristics of the type of covered bonds issued by the Bank, there is no substituting collateral related to these issues. The Bank does not hold any derivative financial instruments relating to mortgage bond issues, as defined in the aforementioned Royal Decree. 182 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 54). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX XI. Risks related to the developer and real-estate sector in Spain a) Policies and strategies established by the Group to deal with risks related to the developer and real-estate sector BBVA has teams specializing in the management of the Real-Estate Sector risk, given its economic importance and specific technical component. This specialization is not only in the Risk-Acceptance teams, but throughout the handling, commercial, problematic management and legal aspects, and includes the research department (BBVA Research), which helps determine the medium/long-term vision needed to manage this portfolio. Specialization has been increased and the management teams in the areas of recovery and the Real Estate Unit itself have been reinforced. The portfolio management policies, established to address the risks related to the developer and real-estate sector, aim to accomplish, among others, the following objectives: to avoid concentration in terms of customers, products and regions; to estimate the risk profile for the portfolio; and to anticipate possible worsening of the portfolio. Specific policies for analysis and admission of new developer risk transactions In the analysis of new operations, the assessment of the commercial operation in terms of the economic and financial viability of the project has been once of the constant points that have helped ensure the success and transformation of construction land operations for our customers’ developments. As regards the participation of the Risk Acceptance teams, they have a direct link and participate in the committees of areas such as Recoveries and the Real Estate Unit. This guarantees coordination and exchange of information in all the processes. The following strategies have been implemented with customers: avoidance of large corporate transactions, which had already reduced their share in the years of greatest market growth; non-participation in the second- home market; commitment to public housing financing; and participation in land operations with a high level of urban development security, giving priority to land open to urban development. Risk monitoring policies The base information for analyzing the real estate portfolios is updated monthly. The tools used include the so- called “watch-list”, which is updated monthly with the progress of each client under watch, and the different strategic plans for management of special groups. There are plans that involve an intensification of the review of the portfolio for financing land, while, in the case of ongoing promotions, they are classified for monitoring purposes based on the rate of progress of the projects. These actions have enabled the Bank to anticipate possible impairment situations, by always keeping an eye on BBVA’s position with each customer (whether or not as first creditor).In this regard, key aspects include management of the risk policy to be followed with each customer, contract review, deadline extension, improved collateral, rate review (repricing) and asset purchase. Proper management of the relationship with each customer requires knowledge of various aspects such as the identification of the source of payment difficulties, an analysis of the company’s future viability, the updating of the information on the debtor and the guarantors (their current situation and business course, economic- financial information, debt analysis and generation of funds), and the updating of the appraisal of the assets offered as collateral. BBVA has a classification of debtors in accordance with legislation in force in each country, usually categorizing each one’s level of difficulty for each risk. Based on the information above, a decision is made whether to use the refinancing tool, whose objective is to adjust the structure of the maturity of the debt to the generation of funds and the customer’s payment capacity. As for the policies relating to risk refinancing with the developer and real-estate sector, they are the same as the general policies used for all of the Group’s risks. In the developer and real estate sector, they are based on clear solvency and viability criteria for projects, with demanding terms for guarantees and legal compliance. The policy on refinancing uses outstanding risk rather than nonperforming assets, with a refinancing tool that standardizes criteria and values up to a total of 19 variables when considering any refinancing operation. 183 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. In the case of refinancing, the tools used for enhancing the Bank’s position are: the search for new intervening parties with proven solvency and initial payment to reduce the principal debt or outstanding interest; the improvement of the debt bond in order to facilitate the procedure in the event of default; the provision of new or additional collateral; and making refinancing viable with new conditions (period, rate and repayments), adapted to a credible and sufficiently verified business plan. Policies applied in the management of real estate assets in Spain The policy applied for managing these assets depends on the type of real-estate asset, as detailed below. In the case of completed homes, the final aim is the sale of these homes to private individuals, thus diluting the risk and beginning a new business cycle. Here, the strategy has been to help subrogation (the default rate in this channel of business is notably lower than in any other channel of residential mortgages) and to support our customers’ sales directly, using BBVA’s own channel (BBVA Services and our branches), creating incentives for sale and including sale orders for BBVA that set out sale prices which are notably lower than initial ones. In exceptional case we have even accepted partial haircuts, with the aim of making the sale easier. In the case of ongoing construction work, our strategy has been to help and promote the completion of the works in order to transfer the investment to completed homes. The whole developer Works in Progress portfolio has been reviewed and classified into different stages with the aim of using different tools to support the strategy. This includes the use of developer accounts-payable financing as a form of payment control, the use of project monitoring supported by the Real Estate Unit itself, and the management of direct suppliers for the works as a complement to the developer’s own management. With respect to land, our presence at advanced stages in land development, where the vast majority of our risk is urban land, simplifies our management. Urban management and liquidity control to tackle urban planning costs are also subject to special monitoring. b) Quantitative information on activities in the real-estate market in Spain Lending for real estate development according to the purpose of the loans as of December 31, 2014 and 2013 is shown below: 2014 Financing allocated to construction and real estate development and its coverage Gross am ount Millions of Euros Draw n over the guarantee value Provision coverage Loans recorded by the BBVA, S.A. Bank (Businesses in Spain) 10,986 Of which: Impaired assets Of which: Potencial prob lem assets Memorandum item: Write-offs 7,418 981 1,075 4,832 3,686 374 4,572 4,225 347 2013 Financing allocated to construction and real estate development and its coverage Gross am ount Millions of Euros Draw n over the guarantee value Provision coverage Loans recorded by the BBVA, S.A. Bank (Businesses in Spain) 13,505 Of which: Impaired assets Of which: Potencial prob lem assets Memorandum item: Write-offs 8,838 1,445 692 5,723 4,152 501 5,237 4,735 502 184 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. Memorandum item: Total loans and advances to customers, excluding the Public Sector (Business in Spain) Total Assets (BBVA, S.A.) Impairment losses determined collectively (BBVA, S.A.) Millions of Euros 2014 2013 175,447 403,841 233 179,477 387,052 233 As of December 31, 2014, 29% of the nonperforming assets in this sector are up-to-date on payments, but were classified as non-performing in accordance with the provisions of Appendix IX of Bank of Spain Circular 4/2004. Furthermore, substandard risk amounted to 9% of total developer risk. The drawn over the guarantee value shown in the tables above corresponds to the difference between the gross amount of each loan and the value of the real rights that, if applicable, were received as security, calculated according to Bank of Spain Circular 3/2010, which complements Appendix IX of Bank of Spain Circular 4/2004. This means that additional regulatory corrective factors ranging from 30% to 50%, based on the type of asset, have been applied to the updated appraisal values. After applying said corrective factors, the excess value above the guarantee value, which represents the amount to be provisioned, amounted to €3,686 million and €374 million for nonperforming assets and substandard assets, respectively as of December 31, 2014 (€4,152 million and €501 million as of December 31, 2013). In addition, as of December 31, 2014 and 2013, specific provisions were allocated, amounting to €4,572 million and €5,237 million, respectively. As of December 31, 2014 and 2013, the updated appraisal values, without the application of said corrective factors, rose to €13,438 million and €16,590 million, respectively (an average LTV of 81.7% and 81.4%, respectively) which broadly covers the amount of the debt. The following is a description of the real estate credit risk based on the types of associated guarantees: Financing allocated to construction and real estate development (Gross) Without secured loan With secured loan Terminated buildings Homes Other Buildings under construction Homes Other Land Urbanized land Rest of land Total Millions of Euros 2014 2013 1,007 9,979 5,776 4,976 800 883 861 22 3,320 1,881 1,439 10,986 1,303 12,202 7,270 6,468 802 1,238 1,202 36 3,694 2,120 1,574 13,505 The information on the retail mortgage portfolio risk as of December 31, 2014 and 2013 is as follows: Housing-acquisition loans to households (Businesses in Spain) Without secured loan (gross amount) Of which: Impaired With secured loan (gross amount) Of which: Impaired Total Millions of Euros 2014 2013 897 28 78,408 4,400 79,305 853 36 82,143 5,086 82,996 185 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. The loan to value (LTV) ratio (resulting from dividing the pending risk at any particular date by the amount of the latest available appraisal) of the above portfolio is as follows: 2014 LTV Breakdown of secured loans to households for the purchase of a home (Businesses in Spain) Gross amount Of which: Impaired Total risk over the am ount of the last valuation available (Loan To Value -LTV) Millions of Euros Less than or equal to 40% Ove r 40% but le ss than or e qual to 60% Ove r 60% but less than or equal to 80% Over 80% but le ss than or equal to 100% Ove r 100% Total 14,472 199 22,234 276 28,874 533 7,541 842 5,287 2,550 78,408 4,400 2013 LTV Breakdown of secured loans to households for the purchase of a home (Businesses in Spain) Gross amount Of which: Impaired Total risk over the am ount of the last valuation available (Loan To Value -LTV) Millions of Euros Less than or equal to 40% Ove r 40% but le ss than or e qual to 60% Ove r 60% but less than or equal to 80% Over 80% but le ss than or equal to 100% Ove r 100% Total 14,370 262 22,368 338 31,542 618 8,964 1,010 4,899 2,858 82,143 5,086 The breakdown of foreclosed, acquired, purchased or exchanged assets from debt from loans relating to business in Spain, as well as the holdings and financing to non-consolidated companies holding such assets is as follows: Information about assets received in payment of debts (Businesses in Spain) Gross Value Real estate assets from loans to the construction and real estate development sectors in Spain. Terminated buildings Homes Other Buildings under construction Homes Other Land Urbanized land Rest of land Millions of Euros 2014 Provisions Carrying Am ount Gross Value 2013 Provisions Carrying Am ount 36 36 - 36 - - 7 7 7 - - 29 29 29 - - 36 36 36 - - 7 7 7 - - 29 29 29 - - Real estate assets from mortgage financing for households for the purchase of a home Rest of foreclosed real estate assets Equity instruments, investments and financing to non- consolidated companies holding said assets Total 2,751 1,137 737 4,661 1,197 532 492 2,228 1,554 605 245 2,433 2,515 918 730 4,199 953 411 408 1,779 1,562 507 322 2,420 As of December 31, 2014 and 2013, the gross book value of BBVA’s real-estate assets from corporate financing for real estate construction and development was €36 million with an average coverage ratio of 19% and 19%, respectively. The gross book value of real-estate assets from mortgage lending to households for home purchase as of December 31, 2014 and 2013, amounted to €2,751 million and €2,515 million, respectively, with an average coverage ratio of 44% and 387%, respectively. As of December 31, 2014 and 2013, the amount of real-estate assets on BBVA’s balance sheet, including other real-estate assets received as debt payment, was €3,924 million and €3,469 million, respectively. The average coverage ratio was 44.2% and 39.5%, respectively. 186 Translation of financial statements originally issued in Spanish and prepared in accordance with Spanish generally accounting principles (Bank of Spain Circular 4/2004, and as amended thereafter, which adapts the EU-IFRES for banks. See Note 51). This English version is a translation of the original in Spanish for information purposes only. In the event of a discrepancy, the original Spanish-language version prevails. APPENDIX XII. Refinanced and restructured operations and other requirements under Bank of Spain Circular 6/2012 REFINANCING AND RESTRUCTURING OPERATIONS a) Policies and strategies established by the Group to deal with risks related to refinancing and restructuring operations. Refinancing/restructuring operations (see definition in the Glossary) are carried out with customers who have requested such an operation in order to meet their current loan payments if they are expected, or may be expected, to experience financial difficulty in making the payments in the future. The basic aim of a refinanced/restructured operation is to provide the customer with a situation of financial viability over time by adapting repayment of the loan incurred with the Group to the customer’s new situation of fund generation. The use of refinancing or restructuring with for other purposes, such as for delaying loss recognition

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