Balance Sheet at 31 December 2010 of BBVA

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Termination of Directorship Directors shall resign from their office when the term for which they were appointed has expired, unless they are re-elected. Directors must apprise the board of any circumstances affecting them that might harm the Company’s reputation and credit and, in particular, of any criminal charges brought against them, and any significant changes that may arise in their standing before the courts. Directors must place their office at the disposal of the board and accept its decision regarding their continuity in office. Should the board resolve they not continue, they shall accordingly tender their resignation in the situations envisaged in article 12 of the board regulations. Directors shall resign their positions on reaching 70 years of age. They must present their resignation at the first meeting of the Bank’s board of directors after the AGM that approves the accounts for the year in which they reach this age. Changes to the corporate bylaws Article 30 of the BBVA bylaws establishes that the General Meeting of Stockholders has the power to amend the Bank bylaws and/or confirm and rectify the interpretation of said bylaws by the Board of Directors. To such end, the regime established under articles 285 and following of the Corporations Act will be applicable. Notwithstanding the foregoing, article 25 of the Bylaws lays down that in order to adopt resolutions for substituting the corporate object, transforming, breaking up or winding up the company or amending the second paragraph of this article, the General Meeting on first summons must be attended by two thirds of the subscribed common stock with voting rights and on second summons, 60% of said common stock. g) Powers of the board members and, in particular, powers to issue and/or buy back shares The executive directors shall hold broad powers of representation and administration in keeping with the requirements and characteristics of the posts they occupy. In addition, in terms of the capacity of the Board of Directors to issue BBVA shares, the AGM held on March 13, 2009, under the fifth point of the Agenda, resolved to confer authority on the Board of Directors, pursuant to article 153.1.b) of the Corporations Act (Ley de Sociedades Anónimas) (now Article 297.1b) of the Corporations Act Ley de Sociedades de Capital), to resolve to increase the common stock on one or several occasions up to the maximum nominal amount representing 50% of the Company’s common stock that is subscribed and paid up on the date on which the resolution is adopted, i.e., €918,252,434.60. Article 159.2 of the Corporations Act (now Article 506 of the Corporations Act) empowers the Board to exclude the preferred subscription right in relation to these share issues, under the terms and with the limitations of the aforementioned agreement. The directors have five years from the date of the adoption of the agreement by the General Meeting, i.e. March 13, 2009, to perform this common stock increase. On the signing of this agreement, the Board of Directors agreed on a share capital increase of the Bank with the right to preferential subscription, as described in Note 27, on November 1, 2010. The Board of Directors, at its meeting on July 27, 2009, agreed to a share capital increase for the amount required to address the conversion of the convertible obligations agreed upon on said date, as described below. This will be carried out through the issue and release into circulation of up to 444,444,445 ordinary shares with a par value of €0.49 each and without prejudice to the adjustments that may arise according to the anti-dilution mechanisms. At the AGM held on March 14, 2008 the shareholders resolved to delegate to the Board of Directors for a five-year period the right to issue bonds, convertible and/or exchangeable into Bank shares for a maximum total of €9,000 million. The powers include the right to establish the different aspects and conditions of each issue, including the power to exclude the preferential subscription rights of shareholders in accordance with the Corporations Act, to determine the basis and methods of conversion and to increase capital stock in the amount considered necessary. In virtue of said authorization, the Board of Directors, at its meeting on July 27, 2009, agreed to proceed to the issue of convertible obligations for an amount of €2,000 million, as well as the corresponding Bank’s share capital increase needed to address the conversion of said convertible obligations, on the basis of the conferral to the Board of Directors to increase share capital, as adopted by the aforementioned AGM held on March 13, 2009. 15
The AGM held on March 13, 2009, pursuant to Article 75 of the Spanish Corporations Act, authorized the Company, directly or through any of its subsidiary companies, for a maximum of five years, to buy Banco Bilbao Vizcaya Argentaria, S.A. shares at any time and as often as deemed opportune, by any means accepted by law up to a maximum of 5% of the common stock of Banco Bilbao Vizcaya Argentaria, S.A. or, as applicable, the maximum amount authorized under applicable legislation. h) Significant resolutions that the company may have passed that come into force, are amended or conclude in the event of any change of control over the company following a public takeover bid. This exception will not apply when the company is legally bound to publish this information. No significant agreement is known by the Company that enters into force, is modified, or is terminated if there is a change in the control of the company resulting from a takeover bid. i) Agreements between the Company and its directors, managers or employees establishing indemnity payments when they resign or are dismissed without due cause or if the employment contract expires due to a takeover bid There were no commitments as of December 31, 2010 for the payment of compensation to executive directors. In the case of the Chief Operating Officer, the contract lays down that in the event that they lose this status due to a reason other than their own will, retirement, invalidity or dereliction of duty, they will take early retirement with a pension, which can be received as life income or common stock, equal to 75% of their pensionable salary if this occurs before they reach 55 years old, or 85% after that age. The Bank recognized the entitlement of some members of its management team, 45 senior managers, 13 of them belonging to the Management Committee, to be paid indemnity should they leave on grounds other than their own will, retirement, invalidity or dereliction of duty. The amount of this indemnity will be calculated in part as a function of their annual remuneration and the number of years they have worked for the Company. The Bank has agreed clauses with some staff (50 technical and specialist employees) to indemnify them in the event of dismissal without due cause. The amounts agreed are calculated based on the professional and wage conditions of each employee. 14. ANNUAL CORPORATE GOVERNANCE REPORT 16
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For the year ended December 31, 201
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Translation of financial statements
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The table below outlines the financ
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The breakdown, by transaction type
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2009 Unrealized Gains Millions of E
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11. LOANS AND RECEIVABLES 11.1. BRE
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Additionally, this heading of the a
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As of December 31, 2010 and 2009 th
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As of December 31, 2010 and 2009, t
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15. INVESTMENTS 15.1. INVESTMENTS I
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The changes in 2010 and 2009 in the
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16. TANGIBLE ASSETS As of December
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directives and regulations and by T
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In addition to the income tax recog
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20.2. DEPOSITS FROM CREDIT INSTITUT
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The changes in 2010 and 2009 in the
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This heading of the balance sheet i
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22. PENSION AND OTHER COMMITMENTS T
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The defined benefit commitments as
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• Other commitments with employee
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22.2.3. Summary of effects on profi
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24. SHARE PREMIUM The amounts under
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The percentages of treasury stock h
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29. FINANCIAL GUARANTEES AND DRAWAB
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The amounts recognized in equity in
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38. NET GAINS (LOSSES) ON FINANCIAL
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Equity-instrument-based employee re
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43. IMPAIRMENT LOSSES ON FINANCIAL
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48. ACCOUNTANT FEES AND SERVICES Th
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50. REMUNERATION OF THE BANK’S DI
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The number of “theoretical shares
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APPENDICES 112
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BANCO BILBAO VIZCAYA ARGENTARIA, S.
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APPENDIX II. Additional information
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Additional Information on Consolida
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APPENDIX III. Additional informatio
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APPENDIX V. Changes and notificatio
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APPENDIX V. Changes and notificatio
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APPENDIX VI. Fully consolidated sub
Page 140 and 141: APPENDIX VIII: Information on data
Page 142 and 143: B) DEBIT OPERATIONS Millions of Eur
Page 144 and 145: Appendix X. Balance sheets as of De
Page 146 and 147: APPENDIX XII. List of Agents 3U EMP
Page 148 and 149: ARCOS GONZALEZ, FELIX ARTEKARITZA A
Page 150 and 151: BARRIONUEVO VACA, JOSE LUIS BLANCO
Page 152 and 153: COLL PEREZ-GRIFO, ANA MARTA COOP. O
Page 154 and 155: EUROCONSULTING ECONOMISTAS, S.L. FE
Page 156 and 157: GESTION DE INVERSIONES Y PROMOCIONE
Page 158 and 159: INVERSIONES BARCARES 55, S.L. JAURE
Page 160 and 161: MARTINEZ FERNANDEZ, HECTOR MAYORDOM
Page 162 and 163: ORRIOLS GESE, JORDI PASOCORRECTO, S
Page 164 and 165: ROJAS ALBENDIN, S.L. RUIZ-ESTELLER
Page 166 and 167: SUBCONTAB, S.L. TORRICO Y SALMERON,
Page 168 and 169: APPENDIX XIII. Balance Sheet of Ban
Page 170 and 171: APPENDIX XIV. Years in which the di
Page 172 and 173: Deposits from customers Redeemable
Page 174 and 175: Mortgage-backed bonds Non-current a
Page 176 and 177: BANCO BILBAO VIZCAYA ARGENTARIA, S.
Page 178 and 179: inflation, this is forcing the auth
Page 180 and 181: 6. COMMON STOCK AND TREASURY STOCK
Page 182 and 183: The grievances and complaints handl
Page 184 and 185: Development of virtual banking In 2
Page 186 and 187: Development and coordination of Inn
Page 188 and 189: 12. OTHER INFORMATION AND SUBSEQUEN
Page 192 and 193: ANNUAL CORPORATE GOVERNANCE REPORT
Page 194 and 195: A.3. Complete the following tables
Page 196 and 197: 24/MAY/2010 9/JUN/2010 24/JUN/2010
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Page 220 and 221: B.2. Committees of the Board of Dir
Page 222 and 223: Article 32. Composition The Appoint
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Risk materialised in the financial
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During the first half of the year,
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On second summons, twenty-five perc
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the General Meeting as established
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Resolution Three adopted by 95.29%.
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a) The transformation of listed com
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See section: B.1.3 Complies 12. Amo
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See sections: B.1.28 and B.1.30 Com
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34. Directors who give up their pla
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4.- Propose the remuneration policy
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a) To monitor the preparation and t
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G OTHER INFORMATION OF INTEREST If
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(3) Roman Knörr Borrás, who stood
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The provisions registered as of Dec
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Balance Sheet at 31 December 2010 of BBVA

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