Balance Sheet at 31 December 2010 of BBVA

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Translation of financial statements originally issued in Spanish and prepared in accordance with generally accounting principles Spain (See Note 1 and 54). In the event of a discrepancy, the Spanish-language version prevails. The dividends paid per share in 2010 and 2009 were as follows: Dividends Paid % Over Nominal 2010 2009 Amount Euros per % Over Euros per (Millions of Share Nominal Share Euros) Amount (Millions of Euros) Ordinary shares 67% 0.330 1,237 86% 0.420 1,574 Rest of shares - - - - - - Total dividends paid 67% 0.330 1,237 86% 0.420 1,574 Dividends with charge to income 67% 0.330 1,237 86% 0.420 1,574 Dividends with charge to reserve or share premium - - - - - - Dividends in kind - - - - - - (*) The total dividens paid under the cash-flows criteria, are the total amount paid in cash each year to shareholders, regardless of the year there were accued. New scheme for payment to shareholders At the Ordinary General Meeting of Shareholders, the Board of Directors will propose two capital increases under the heading of voluntary reserves within the framework of the new scheme of payment to shareholders ("Option Dividend"). The “Dividend Option” scheme enables shareholders to choose between different alternatives for their remuneration: either receiving shares issued through an increase in released capital or in cash by selling the rights assigned in said increase. This new scheme presents the opportunity for the shareholder to choose to perceive the entirety of his payment in cash or in new issued shares, while the Bank continues to respects the terms of payment to shareholders. In this regard, the first of these payments under Dividend Option is expected to occur in April 2011, to substitute the traditional final dividend, for which an increase in released capital is planned for an approximate amount of €690 million. 4. EARNINGS PER SHARE Basic and diluted earnings per share are calculated according to the criteria established by IAS 33: • Basic earnings per share is calculated by dividing the “Net income attributed to parent company” by the weighted average number of shares outstanding during the period, excluding the average number of treasury stock held throughout this period. • Diluted earnings per share is calculated by using a method similar to that used to calculate basic earnings per share; the weighted average number of shares outstanding, and the earnings attributed to the parent company if appropriate, is adjusted to take into account the potential dilutive effect of certain financial instruments that could generate the issue of new Bank shares (share option commitments with employees, warrants on parent company shares, convertible debt instruments) or for discontinued operations. Two transactions were carried out in 2010 and 2009 that affect the calculation of basic and diluted earnings per share: • In 2010 the Bank has carried out a capital increase with the pre-emptive subscription right for former shareholders (see Note 23). According to IAS 33, the calculation of the basic and diluted earnings per share should be adjusted retrospectively for all years before the issue by using a corrective factor that will be applied to the denominator (a weighted average number of shares outstanding). Said corrective factor is the result of dividing the fair value per share immediately before the exercice of rights by the theoretical ex-rights fair value per share. For these purposes the basic and diluted earnings per share have been recalculated for 2009 from the following table. • In 2009, the Bank issued subordinated convertible bonds amounting to €2,000 million (see Note 20.4.3). Since the conversion is mandatory on the date of their final maturity, in accordance with the IAS 33 criteria, the following adjustments must be applied to both the calculation of the diluted earnings per share as well as the basic earnings per share. - In the numerator, the net income attributed to the parent company is increased by the amount of the annual coupon of the subordinated convertible bond. 32
Translation of financial statements originally issued in Spanish and prepared in accordance with generally accounting principles Spain (See Note 1 and 54). In the event of a discrepancy, the Spanish-language version prevails. - In the denominator, the weighted average number of shares outstanding is increased by the estimated number of shares after the conversion if done that day. As a result, as can be seen in the following table, for 2010 and 2009 the amount of the basic earnings per share and diluted earnings per share coincide, as since the diluting effect of the conversion is mandatory, it should also be applied to the calculation of the basic earnings per share. The calculation of earnings per share in 2010 and 2009 is as follows: Basic and Diluted Earnings per Share 2010 2009 Numerator for basic and diluted earnigs per share (million of euros): Net income attributed to parent company (*) 4,606 4,210 +ADJUSTMENTt: Mandatory convertible bonds interest expenses 70 18 Net income adjusted (millions of euros) (A) 4,676 4,228 Denominator for basic earnings per share (number of shares outstanding) - - Weighted average number of shares outstanding (1) 3,762 3,719 Weighted average number of shares outstanding x corrective factor (2) - 3,860 +ADJUSTMENT: Average number of estimated shares to be converted 221 39 Adjusted number of shares (B) 3,983 3,899 Basic earnings per share (Euros per share)A/B 1.17 1.08 Diluted earnings per share (Euros per share)A/B 1.17 1.08 (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. (*) "Net income attributed to parent company" of the consolidated income statements of the Goup. As of December 31, 2010 and 2009, except for the aforementioned convertible bonds, there were no other financial instruments, share option commitments with employees or discontinued transactions that could potentially affect the calculation of the basic earnings per share for the years presented. 5. RISK EXPOSURE Dealing in financial instruments can entail the assumption or transfer of one or more classes of risk by financial institutions. The risks related to financial instruments are: • Credit risk: Credit risk defined as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. • Market risks: These are defined as the risks arising from the maintenance of financial instruments whose value may be affected by changes in market conditions. It includes three types of risk: - Foreign-exchange risk: this is the risk resulting from variations in foreign exchange rates. - Interest rate risk: this arises from variations in market interest rates. - Price risk: This is the risk resulting from variations in market prices, either due to factors specific to the instrument itself, or alternatively to factors which affect all the instruments traded on the market. • Liquidity risk: this is the possibility that a company cannot meet its payment commitments duly without having to resort to borrowing funds under onerous conditions, or damaging its image and reputation of the entity. PRINCIPLES AND POLICIES The general guiding principles that the Bank follows to define and monitor its risk profile are set out below: • The risk management function is unique, independent and global. • The assumed risks must be compatible with the target capital adequacy and must be identified, measured and assessed. Monitoring and management procedures and sound control and mitigation 33
Page 1: For the year ended December 31, 201
Page 4 and 5: Translation of financial statements
Page 56 and 57: The table below outlines the financ
Page 58 and 59: The breakdown, by transaction type
Page 60 and 61: 2009 Unrealized Gains Millions of E
Page 62 and 63: 11. LOANS AND RECEIVABLES 11.1. BRE
Page 64 and 65: Additionally, this heading of the a
Page 66 and 67: As of December 31, 2010 and 2009 th
Page 68 and 69: As of December 31, 2010 and 2009, t
Page 70 and 71: 15. INVESTMENTS 15.1. INVESTMENTS I
Page 72 and 73: The changes in 2010 and 2009 in the
Page 74 and 75: 16. TANGIBLE ASSETS As of December
Page 76 and 77: directives and regulations and by T
Page 78 and 79: In addition to the income tax recog
Page 80 and 81: 20.2. DEPOSITS FROM CREDIT INSTITUT
Page 82 and 83: 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
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APPENDIX VIII: Information on data
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B) DEBIT OPERATIONS Millions of Eur
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Appendix X. Balance sheets as of De
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APPENDIX XII. List of Agents 3U EMP
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ARCOS GONZALEZ, FELIX ARTEKARITZA A
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BARRIONUEVO VACA, JOSE LUIS BLANCO
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COLL PEREZ-GRIFO, ANA MARTA COOP. O
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EUROCONSULTING ECONOMISTAS, S.L. FE
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GESTION DE INVERSIONES Y PROMOCIONE
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INVERSIONES BARCARES 55, S.L. JAURE
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MARTINEZ FERNANDEZ, HECTOR MAYORDOM
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ORRIOLS GESE, JORDI PASOCORRECTO, S
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ROJAS ALBENDIN, S.L. RUIZ-ESTELLER
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SUBCONTAB, S.L. TORRICO Y SALMERON,
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APPENDIX XIII. Balance Sheet of Ban
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APPENDIX XIV. Years in which the di
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Deposits from customers Redeemable
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Mortgage-backed bonds Non-current a
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inflation, this is forcing the auth
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6. COMMON STOCK AND TREASURY STOCK
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The grievances and complaints handl
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Development of virtual banking In 2
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Development and coordination of Inn
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12. OTHER INFORMATION AND SUBSEQUEN
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Termination of Directorship Directo
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ANNUAL CORPORATE GOVERNANCE REPORT
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A.3. Complete the following tables
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24/MAY/2010 9/JUN/2010 24/JUN/2010
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Description of the legal restrictio
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B.1.3.Fill in the following tables
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Name of director (person or company
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B.1.8. List, where applicable, any
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c) Total remuneration by type of di
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Article 50 b of the BBVA bylaws est
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4. Propose the senior management re
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Should the board decide against the
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. Matters on which a tie-breaking v
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NO Identify, if applicable, the per
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Amount of non-audit work / Aggregat
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B.2. Committees of the Board of Dir
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Article 32. Composition The Appoint
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The Remuneration committee shall me
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egulators from Spain and abroad may
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established in the specific regulat
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Name of committee Brief description
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Bank or companies of its Group hold
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This organisational set-up is suppl
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MARKET RISK: This risk arises as a
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Liquidity risk. Liquidity risk is t
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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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