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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

October 5, 2009

Commission File Number: 001-10110

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

(Exact name of Registrant as specified in its charter)

BANK BILBAO VIZCAYA ARGENTARIA, S.A.

(Translation of Registrant’s name into English)

Plaza de San Nicolás 4
48005 Bilbao
Spain
(Address of principal executive office)

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

Form 20-F þ Form 40-F o

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

Yes o No þ

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

Yes o No þ

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

Yes o No þ

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

CERTAIN TERMS AND CONVENTIONS

The terms below are used as follows throughout this report:

	•		“BBVA”, “Bank” or “Group” means Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires. BBVA was formed by the merger of Banco Bilbao Vizcaya, S.A. (“BBV”) and Argentaria, Caja Postal y Banco Hipotecario, S.A. (“Argentaria”), which was approved by the shareholders of each institution on December 18, 1999.

	•		“BBVA Compass” means Compass Bancshares, Inc. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.

	•		“Interim Consolidated Financial Statements” means BBVA’s unaudited interim consolidated financial statements as of June 30, 2009 and for the six months ended June 30, 2009 and 2008 prepared in accordance with the International Financial Reporting Standards adopted by the European Union (“EU-IFRS”) required to be applied under the Bank of Spain’s Circular 4/2004 of December 22, 2004 on Public and Confidential Financial Reporting Rules and Formats (the “Circular” or “Circular 4/2004”).

	•		“Latin America” refers to Mexico and the countries in which we operate in South America and Central America.

First person personal pronouns used in this report, such as “we”, “us”, or “our”, mean BBVA.

In this report, “$”, “U.S. dollars”, and “dollars” refer to United States Dollars and “€” and “euro” refer to Euro.

FORWARD-LOOKING STATEMENTS

This report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include words such as “believe”, “expect”, “estimate”, “project”, “anticipate”, “should”, “intend”, “probability”, “risk”, “VaR”, “target”, “goal”, “objective” and similar expressions or variations on such expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. The accompanying information in this report, including, without limitation, the information under

	•		“Business Overview”,

	•		“Selected Statistical Information” and

	•		“Operating and Financial Review and Prospects”

identifies important factors that could cause such differences.

Other important factors that could cause actual results to differ materially from those in forward-looking statements include, among others:

	•		general political, economic and business conditions in Spain, the European Union (“EU”), Latin America, the United States and other regions, countries or territories in which we operate;

	•		changes in applicable laws and regulations, including taxes;

	•		the monetary, interest rate and other policies of central banks in Spain, the EU, the United States and elsewhere;

	•		changes or volatility in interest rates, foreign exchange rates (including the euro to U.S. dollar exchange rate), asset prices, equity markets, commodity prices, inflation or deflation;

	•		ongoing market adjustments in the real estate sectors in Spain and the United States;

	•		the effects of competition in the markets in which we operate, which may be influenced by regulation or deregulation;

	•		changes in consumer spending and savings habits, including changes in government policies which may influence investment decisions;

	•		our ability to hedge certain risks economically;

	•		our success in managing the risks involved in the foregoing, which depends, among other things, on our ability to anticipate events that cannot be captured by the statistical models we use; and

	•		force majeure and other events beyond our control.

Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

PRESENTATION OF FINANCIAL INFORMATION

Accounting Principles

Our Interim Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union (“EU-IFRS”) required to be applied under the Bank of Spain’s Circular 4/2004. The Interim Consolidated Financial Statements are unaudited and they should be read in conjunction with the consolidated financial statements and related notes (the “Consolidated Financial Statements”) included in BBVA’s 2008 Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (the “SEC” or “Commission”) on April 2, 2009 (the “2008 Form 20-F”).

The financial information included in this Report as of and for the six months ended June 30, 2008 is not directly comparable with the financial information as of and for the six months ended June 30, 2008 included in our Report on Form 6-K as filed with the SEC on November 10, 2008 (the “First Half 2008 6-K”), due to the application of the financial statements formats set forth in Bank of Spain Circular 6/2008 issued in November 2008 (“Circular 6/2008”). The application of the financial statements formats set forth in Circular 6/2008 to the financial statements included in the First Half 2008 6-K would not have affected the amounts recorded under the line items “stockholders’ equity” and “net income” as of and for the six months ended June 30, 2008, respectively. For information on the main differences in our annual consolidated financial statements as a result of the application of the financial statements formats set forth in Circular 6/2008, see Appendix VIII of the Consolidated Financial Statements included in our 2008 Form 20-F.

The Interim Consolidated Financial Statements have been presented in the same format as that used in the Consolidated Financial Statements included in the 2008 Form 20-F. This format differs from that required by the SEC for the consolidated financial statements of bank holding companies.

See “Exhibit I: U.S. GAAP Reconciliation” for an unaudited quantitative reconciliation of net income attributed to parent company for the period and shareholders’ equity from EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 to generally accepted accounting principles in the United States (“U.S. GAAP”).

Business Areas

We have maintained the criteria we applied in 2008 to the composition of our business areas for 2009, with only a few insignificant changes. These changes do not affect the Group-level information and their impact on the figures for our different business units and areas is immaterial. Nonetheless, the 2008 data in this Report has been reformatted to include these marginal changes to ensure like-for-like comparisons.

Factors Affecting the Comparability of Our Results of Operations and Financial Condition

We are exposed to foreign exchange rate risk in that our reporting currency is the euro, whereas certain of our subsidiaries keep their accounts in other currencies, principally Mexican pesos, U.S. dollars, Argentine pesos, Chilean pesos, Colombian pesos, Venezuelan bolivars and Peruvian nuevos soles. For example, if Latin American currencies and the U.S. dollar depreciate against the euro, when the results of operations of our subsidiaries in the countries using these currencies are included in our consolidated financial statements, the euro value of their results declines, even if, in local currency terms, their results of operations and financial condition have remained the same or improved relative to the prior period. Accordingly, declining exchange rates may limit the ability of our results of operations, stated in euro, to fully describe the performance in local currency terms of our subsidiaries. By contrast, the appreciation of Latin American currencies and the U.S. dollar against the euro would have a positive impact on the results of operations of our subsidiaries in the countries, using these currencies when their results of operations are included in our consolidated financial statements.

The assets and liabilities of our subsidiaries which maintain their accounts in currencies other than the euro have been converted to the euro at the period-end exchange rates for inclusion in our Interim Consolidated Financial Statements. Income statement items have been converted at the average exchange rates for the period. The following table sets forth the exchange rates of several Latin American currencies and the U.S. dollar against the euro, expressed in local currency per €1.00 for the six months ended June 30, 2009 and 2008 and as of June 30, 2009 and December 31, 2008 according to the European Central Bank (“ECB”).


	Average exchange rates				Period-end exchange rates
	Six Months Ended		Six Months Ended				As of December 31,
Currencies	June 30, 2009		June 30, 2008		As of June 30, 2009		2008
Mexican peso		18.4481		16.2398		18.5536		19.2334
U.S. dollar		1.3328		1.5304		1.4134		1.3917
Venezuelan bolivar		2.8619		3.2863		3.0350		2.9884
Colombian peso		3,095.9800		2,808.9900		3,048.7800		3,125.0000
Chilean peso		781.2500		714.8000		747.9400		885.7400
New Peruvian Sol		4.1357		4.3619		4.2572		4.3678
Argentine peso		4.9342		4.8667		5.4133		4.9197

Statistical and Financial Information

The following principles should be noted in reviewing the statistical and financial information contained herein:

	•		Average balances, when used, are based on the beginning and the month-end balances during each year. We do not believe that such monthly averages present trends that are materially different from those that would be presented by daily averages.

	•		The book value of BBVA’s ordinary shares held by its consolidated subsidiaries has been deducted from stockholders’ equity.

	•		Unless otherwise stated, any reference to loans refers to both loans and leases.

	•		Interest income figures include interest income on non-accruing loans to the extent that cash payments have been received in the period in which they are due.

	•		Financial information with respect to subsidiaries may not reflect consolidation adjustments.

	•		Certain numerical information in this Report may not sum due to rounding. In addition, percentage data regarding period-to-period changes is based on numbers which have not been rounded.

SELECTED FINANCIAL DATA

The historical financial information set forth below has been selected from, and should be read together with, the Interim Consolidated Financial Statements included herein. For information concerning the preparation and presentation of financial information contained herein, see “Presentation of Financial Information”. Also see “Exhibit I: U.S. GAAP Reconciliation” for a presentation of our stockholders’ equity and net income reconciled to U.S. GAAP.

EU-IFRS (*)


	Six months ended June 30,
	2009			2008
	(in millions of euros, except per share/
	ADS data (in euros)
Consolidated income statement data

Interest and similar income		12,911			14,782
Interest expense and similar charges		(6,053	)		(9,227	)

Net interest income		6,858			5,555
Dividend income		248			241
Share of profit or loss of entities accounted for using the equity method		27			173
Fee and commission income		2,638			2,778
Fee and commission expenses		(457	)		(494	)
Net gains (losses) on financial assets and liabilities		446			1,018
Net exchange differences		352			142
Other operating income		1,755			1,931
Other operating expenses		(1,487	)		(1,718	)

Gross income		10,380			9,626
Administration costs		(3,734	)		(3,816	)
Depreciation and amortization		(354	)		(338	)
Provisions (net)		(152	)		(612	)
Impairment on financial assets (net)		(1,945	)		(1,164	)

Net operating income		4,195			3,696
Impairment on other assets (net)		(271	)		(6	)
Gains (losses) in written off assets not classified as non-current assets held for sale		9			21
Gains (losses) in non-current assets held for sale not classified as discontinued operations		70			779

Income before tax		4,003			4,490
Income tax		(961	)		(1,213	)

Income from ordinary activities		3,042			3,277
Income from discontinued operations (net)		—			—

Net income		3,042			3,277
Net income attributed to parent company		2,799			3,108
Profit or loss attributed to minority interest		243			169

Per share/ADS⁽¹⁾ Data
Net operating income ⁽²⁾		1.12			0.99
Numbers of shares outstanding (at period end)		3,747,969,121			3,747,969,121
Net income attributed to the parent company⁽²⁾		0.75			0.83
Dividends declared		0.167			0.444


^(*)		EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

⁽¹⁾		Each American Depositary Share (“ADS” or “ADSs”) represents the right to receive one ordinary share.

⁽²⁾		Calculated on the basis of the weighted average number of BBVA’s ordinary shares outstanding during the relevant period (3,748 million shares for each of the six months ended June 30, 2009 and 2008).

EU-IFRS (*)


	As of June 30,			As of December 31,
	2009			2008
	(in millions of euros, except %)
Consolidated balance sheet data

Total assets		542,634			542,650
Capital stock		1,837			1,837
Loans and receivables (net)		352,905			369,494
Deposits from customers		249,096			255,236
Marketable debt securities and subordinated liabilities		119,489			121,144
Minority interest		1,219			1,049
Stockholders’ funds ⁽¹⁾		29,383			26,586
Stockholders’ equity⁽¹⁾		29,901			26,705
Consolidated ratios
Profitability ratios:
Net interest income⁽²⁾		2.5	%		2.3	%
Return on average total assets⁽³⁾		1.1	%		1.0	%
Return on average equity⁽⁴⁾		21.5	%		21.5	%
Credit quality data
Loan loss reserve		7,778			7,506
Loan loss reserve as a percentage of total loans and receivables (net)		2.2	%		2.0	%
Substandard loans		11,625			8,540
Substandard loans as a percentage of total loans and receivables (net)		3.2	%		2.3	%


^(*)		EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

⁽¹⁾		As presented in our consolidated balance sheet.

⁽²⁾		Represents net interest income as a percentage of average total assets.

⁽³		Represents annualized net income for the period, which we calculate as our net income for the period multiplied by two, as a percentage of average total assets for the period.

⁽⁴⁾		Represents annualized net income attributed to parent company for the period, which we calculate as our net income attributed to parent company for the period multiplied by two, as a percentage of average stockholders’ funds for the period.

U.S. GAAP Information


	Six months ended June 30,
	2009		2008
	(in millions of euros, except per share/
	ADS data (in euros) or as otherwise indicated)
Consolidated income statement data

Net income⁽¹⁾		2,935		2,939
Net Income attributable to parent company		2,692		2,770
Net income attributable to the non controlling interest		243		169
Basic earnings per share/ADS⁽²⁾⁽³⁾		0.783		0.739
Diluted earnings per share/ADS⁽²⁾⁽³⁾		0.783		0.739
Dividends per share/ADS (in dollars)^(2)(3)(4)		0.223		0.686

Consolidated balance sheet data⁽⁵⁾

Total assets		549,839		513,017
Shareholders’ equity⁽⁶⁾		35,706		32,994
Total equity⁽⁷⁾		36,925		34,043
Basic shareholders’ equity per share/ADS⁽²⁾⁽³⁾		9.53		8.80
Diluted shareholders’ equity per share/ADS⁽²⁾⁽³⁾		9.53		8.80


⁽¹⁾		Includes “Net Income attributable to parent company” and “Net income attributable to the non controlling interest” as required by SFAS 160.

⁽²⁾		Calculated on the basis of the weighted average number of BBVA’s ordinary shares outstanding during the relevant period.

⁽³⁾		Each ADS represents the right to receive one ordinary share.

⁽⁴⁾		Dividends per share/ADS are converted into dollars at the average exchange rate for the relevant period, calculated based on the average of the noon buying rates for euro from the Federal Reserve Bank of New York on the last date in respect of which such information is published of each month during the relevant period.

⁽⁵⁾		At the end of the reported period.

⁽⁶⁾		Under U.S. GAAP “shareholders’ equity” is equivalent to “Total equity” net of “non controlling interest in subsidiaries” as required by SFAS 160.

⁽⁷⁾		Under U.S. GAAP “Total equity” is equivalent to “shareholders’ equity” and “non-controlling interests” as required by SFAS 160 (minority interests under EU-IFRS).

Exchange Rates

Spain’s currency is the euro. Unless otherwise indicated, the amounts that have been converted to euro in this Report have been done so at the corresponding exchange rate published by the ECB at the end of each relevant period.

For convenience in the analysis of the information, the following tables describe, for the periods and dates indicated, information concerning the noon buying rate for euro, expressed in dollars per €1.00. The term “noon buying rate” refers to the rate of exchange for euros, expressed in U.S. dollars per euro, in the City of New York for cable transfers payable in foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes.


Year ended December 31	Average⁽¹⁾
2007		1.3797
2008		1.4695
2009 (through September 25)		1.3715


⁽¹⁾		The average of the noon buying rates for the euro on the last published date in respect of which such information is in each month during the relevant period.


Month ended	High		Low
June 30, 2008		1.5749		1.5368
July 31, 2008		1.5923		1.5559
August 31, 2008		1.5569		1.4660
September 30, 2008		1.4737		1.3939
October 31, 2008		1.4058		1.2446
November 30, 2008		1.3039		1.2525
December 31, 2008		1.4358		1.2634
January 31, 2009		1.3946		1.2804
February 28, 2009		1.3064		1.2547
March 31, 2009		1.3730		1.2549
April 30, 2009		1.3458		1.2903
May 31, 2009		1.4126		1.3267
June 30, 2009		1.4270		1.3784
July 31, 2009		1.4279		1.3852
August 31, 2009		1.4416		1.4075
September 25, 2009		1.4795		1.4235

The noon buying rate for euro from the Federal Reserve Bank of New York, expressed in dollars per €1.00, on September 25, 2009, was $1.4682.

As of June 30, 2009, approximately 33% of our assets and approximately 42% of our liabilities were denominated in currencies other than euro. See Note 2.2.4 to our Interim Consolidated Financial Statements.

BUSINESS OVERVIEW

BBVA is a highly diversified international financial group, with strengths in the traditional banking businesses of retail banking, asset management, private banking and wholesale banking. We also have a portfolio of investments in some of Spain’s leading companies.

Business Areas

The Group focuses its operations on six major business areas, as described below, which are further broken down into business units:

	•		Spain and Portugal;

	•		Wholesale Banking and Asset Management;

	•		Mexico;

	•		The United States;

	•		South America; and

	•		Corporate Activities

The foregoing description of our business areas is consistent with our current internal organization. Unless otherwise indicated, the financial information provided below for each business area does not reflect the elimination of transactions between companies within one business area or between different business

areas, since we consider these transactions to be an integral part of each business area’s activities. For the presentation and discussion of our consolidated operating results in the “Operating and Financial Review and Prospects” section, however, such intra- and inter-business area transactions are eliminated and the eliminations are generally reflected in the operating results of the Corporate Activities business area.

The following table sets forth information relating to net income attributed to parent company for each of our business areas for the six months ended June 30, 2009 and 2008:


							% of Income/(loss)
	Income/(loss) attributed						attributed to parent
	to parent company						company
	(in millions of euros, except %)
	Six months ended June 30,
	2009			2008			2009			2008

Spain and Portugal		1,270			1,292			45	%		42	%
Wholesale Banking and Asset Management		539			557			19	%		18	%
Mexico		724			950			26	%		31	%
The United States		85			164			3	%		5	%
South America		463			351			17	%		11	%

Subtotal		3,081			3,314			110	%		107	%

Corporate Activities		(282	)		(206	)		(10	)%		(7	)%

Net income attributed to parent company		2,799			3,108			100	%		100	%

The following table sets forth information relating to net interest income for each of our business areas for the six months ended June 30, 2009 and 2008.


	Net interest income
	(in millions of euros)
	Six months ended June 30,
	2009		2008

Spain and Portugal		2,458		2,331
Wholesale Banking and Asset Management		573		259
Mexico		1,683		1,816
The United States		743		634
South America		1,210		999

Subtotal		6,667		6,039

Corporate Activities		191		(484	)

Net interest income		6,858		5,555

Spain and Portugal

The Spain and Portugal business area focuses on providing banking services and consumer finance to private individuals and businesses in Spain and Portugal.

The business units included in the Spain and Portugal business area are:

	•		Spanish Retail Network: manages individual customers, high net-worth individuals and small companies and businesses in the Spanish market;

	•		Corporate and Business Banking: manages business with small and medium enterprises (“SMEs”), large companies, institutions and developers in the Spanish market;

	•		Consumer Finance: manages online banking, consumer finance, credit cards and leasing plans;

	•		European Insurance: manages the insurance business in Spain and Portugal;

	•		BBVA Portugal: manages the banking business in Portugal; and

	•		Dinero Express: specializes in the immigrant segment.

The principal figures relating to this business area as of June 30, 2009 and December 31, 2008 were:

	•		Gross customer lending was €206,896 million, as of June 30, 2009 similar to the amount recorded as of December 31, 2008.

	•		Total customer deposits were €97,896 million as of June 30, 2009 compared to €100,893 million as of December 31, 2008, a decrease of 2.9%.

	•		Mutual fund assets under management were €31,227 million as of June 30, 2009, a decrease of 0.1% from €31,270 million as of December 31, 2008.

	•		Pension fund assets under management were €9,758 million as of June 30, 2009, an increase of 1.6% from €9,603 million as of December 31, 2008.

Wholesale Banking and Asset Management

The Wholesale Banking and Asset Management area focuses on providing services to large international companies and investment banking, capital markets and treasury management services to clients.

The business units included in the Wholesale Banking and Asset Management area are:

	•		Corporate and Investment Banking: coordinates origination, distribution and management of a complete catalogue of corporate and investment banking products (corporate finance, structured finance, syndicated loans and debt capital markets) and provides global trade finance and global transaction services with coverage of large corporate customers specialized by sector (industry bankers);

	•		Global Markets: handles the origination, structuring, distribution and risk management of market products, which are placed through our trading floors in Europe, Asia and the Americas;

	•		Asset Management: designs and manages the products that are marketed through our different branch networks including traditional asset management, alternative asset management and Valanza (the Group’s private equity unit);

	•		Industrial and Real Estate Holdings: helps to diversify the area’s businesses with the aim of creating medium- and long-term value through active management of a portfolio of industrial holdings and real estate projects (Anida and the Duch Project); and

	•		Asia: represents our increased stakes in CITIC International Financial Holdings Ltd (“CIFH”) in Hong Kong (approximately 30%) and in China CITIC Bank (“CNCB”) (approximately 10%) and our commitment to China as demonstrated by aggregate investments that now exceed €2,000 million.

The principal figures relating to this business area as of June 30, 2009 and December 31, 2008 were:

	•		Gross customer lending was €44,814 million, a decrease of 8.6% from €49,059 million as of December 31, 2008.

	•		Total customer deposits were €60,852 million as of June 30, 2009 compared to €62,568 million as of December 31, 2008, a decrease of 2.7%.

	•		Mutual fund assets under management were €3,548 million as of June 30, 2009, a decrease of 11.6% from €4,014 million as of December 31, 2008.

	•		Pension fund assets under management were €6,913 million as of June 30, 2009, an increase of 1.5% from €6,810 million as of December 31, 2008.

Mexico

The business units included in the Mexico area are:

	•		Banking Businesses; and

	•		Pensions and Insurance Businesses

The principal figures relating to this business area as of June 30, 2009 and December 31, 2008 were:

	•		Gross customer lending was €28,692 million, an increase of 0.2% from €28,644 million as of December 31, 2008.

	•		Total customer deposits were €30,372 million as of June 30, 2009 compared to €29,677 million as of December 31, 2008, an increase of 2.3%.

	•		Mutual fund assets under management were €10,524 million as of June 30, 2009, an increase of 14.6% from €9,180 million as of December 31, 2008.

	•		Pension fund assets under management were €8,659 million as of June 30, 2009, an increase of 20.3% from €7,196 million as of December 31, 2008.

The Mexican peso to euro exchange rate as of June 30, 2009 decreased compared to the exchange rate as of December 31, 2008, with a resulting positive impact on our consolidated balance sheet as of June 30, 2009. The average Mexican peso to euro exchange rate for the six months ended June 30, 2009 increased compared to the average exchange rate for the six months ended June 30, 2008, with a resulting negative impact on our consolidated income statement for the six months ended June 30, 2009. See “Presentation of Financial Information—Factors Affecting the Comparability of our Results of Operations and Financial Condition”.

The United States

The business units included in the United States area are:

	•		BBVA Compass banking group; and

	•		Other units: BBVA Puerto Rico, BTS and BBVA Bancomer USA

The principal figures relating to this business area as of June 30, 2009 and December 31, 2008 were:

	•		Gross customer lending was €30,223 million as of June 30, 2009, a decrease of 4.1% from €31,518 million as of December 31, 2008.

	•		Total customer deposits were €25,377 million as of June 30, 2009 compared to €26,240 million as of December 31, 2008, a decrease of 3.3%.

The dollar to euro exchange rate as of June 30, 2009 increased compared to the exchange rate as of December 31, 2008, with a resulting negative impact on our consolidated balance sheet as of June 30, 2009. The average dollar to euro exchange rate for the six months ended June 30, 2009 decreased compared to the average exchange rate for the six months ended June 30, 2008, with a resulting positive impact on our consolidated income statement for the six months ended June 30, 2009. See “Presentation of Financial Information—Factors Affecting the Comparability of our Results of Operations and Financial Condition”.

South America

The South America business area includes the banking, insurance and pension businesses of the Group in South America.

The business units included in the South America business area are:

	•		Banking businesses, including banks in Argentina, Chile, Colombia, Panama, Paraguay, Peru, Uruguay and Venezuela;

	•		Pension businesses in Argentina, Bolivia, Chile, Colombia, Ecuador, Peru and the Dominican Republic; and

	•		Insurance businesses in Argentina, Chile, Colombia, the Dominican Republic and Venezuela.

The principal figures relating to this business area as of June 30, 2009 and December 31, 2008 were:

	•		Gross customer lending was €25,268 million as of June 30, 2009, an increase of 0.1% from €25,255 million as of December 31, 2008.

	•		Total customer deposits were €30,941 million as of June 30, 2009, an increase of 5.3% from €29,382 million as of December 31, 2008.

	•		Mutual fund assets under management were €1,887 million as of June 30, 2009, an increase of 45.1% from €1,300 million as of December 31, 2008.

	•		Pension fund assets under management were €31,568 million as of June 30, 2009, an increase of 28.7% from €24,531 million as of December 31, 2008.

Local currencies in South America generally fell against the euro in the six months ended June 30, 2009, with a resulting negative impact on our Interim Consolidated Financial Statements as of and for the six months ended June 30, 2009. See “Presentation of Financial Information—Factors Affecting the Comparability of our Results of Operations and Financial Condition”.

Corporate Activities

The Corporate Activities area handles the Group’s general management functions. These mainly consist of structural positions for interest rates associated with the euro balance sheet and exchange rates, together with liquidity management and shareholders’ funds.

SELECTED STATISTICAL INFORMATION

The following is a presentation of selected statistical information for the periods indicated. Where required under Industry Guide 3, we have provided such selected statistical information separately for our domestic and foreign activities, pursuant to our calculation that our foreign operations are significant according to Rule 9-05 of Regulation S-X.

Average Balances and Rates

The tables below set forth selected statistical information on our average balance sheets, which are based on the beginning and month-end balances in each year. We do not believe that monthly averages present trends materially different from those that would be presented by daily averages. Interest income figures, when used, include interest income on non-accruing loans to the extent that cash payments have been received. Loan fees are included in the computation of interest revenue.


	Average Balance Sheet — Assets and Interest from Earning Assets
	Six months ended June 30, 2009							Six months ended June 30, 2008
	Average				Average			Average				Average
	Balance		Interest		Yield⁽¹⁾			Balance		Interest		Yield⁽¹⁾
	(in millions of euros, except percentages)
Assets
Cash and balances with central banks		17,760		150		1.71	%		13,130		225		3.45	%
Debt securities, equity instruments and derivatives		134,238		2,171		3.26	%		114,803		2,426		4.25	%
Loans and receivables		361,153		10,520		5.87	%		341,252		12,002		7.09	%
Loans and advances to credit institutions		27,569		440		3.22	%		28,966		690		4.79	%
In euro⁽²⁾		16,466		264		3.23	%		20,446		468		4.61	%
In other currencies⁽³⁾		11,103		176		3.19	%		8,520		222		5.24	%
Loans and advances to customers		333,584		10,081		6.09	%		312,286		11,312		7.28	%
In euro⁽²⁾		224,373		5,324		4.78	%		216,856		6,323		5.86	%
In other currencies⁽³⁾		109,211		4,757		8.78	%		95,430		4,989		10.51	%
Other financial income		—		69		—			—		129		—
Non-earning assets		32,199		—		—			30,273		—		—

Total average assets		545,350		12,911		4.77	%		499,458		14,782		5.95	%


⁽¹⁾		Rates have been presented on a non-taxable equivalent basis.

⁽²⁾		Amounts reflected in euro correspond to predominantly domestic activities.

⁽³⁾		Amounts reflected in other currencies correspond to predominantly foreign activities.


	Average Balance Sheet — Liabilities and Interest paid on interest bearing Liabilities
	Six months ended June 30, 2009							Six months ended June 30, 2008
	Average				Average			Average				Average
	Balance		Interest		Yield⁽¹⁾			Balance		Interest		Yield⁽¹⁾
	(in millions of euros, except percentages)
Liabilities
Deposits from central banks and credit institutions		72,081		1,316		3.68	%		73,905		1,883		5.12	%
In euro⁽²⁾		30,854		572		3.74	%		31,528		799		5.10	%
In other currencies⁽³⁾		41,227		744		3.64	%		42,377		1,084		5.14	%
Customer deposits		248,261		2,546		2.07	%		227,863		3,779		3.34	%
In euro⁽²⁾		116,854		899		1.55	%		114,453		1,699		2.99	%
In other currencies⁽³⁾		131,407		1,647		2.53	%		113,410		2,080		3.69	%
Debt securities and subordinated liabilities		123,203		1,920		3.14	%		118,548		3,176		5.39	%
In euro⁽²⁾		94,067		1,482		3.18	%		99,078		2,716		5.51	%
In other currencies⁽³⁾		29,136		438		3.02	%		19,470		460		4.75	%
Other financial costs		—		271		—			—		389		—
Non-interest-bearing liabilities		73,369		—		—			51,911		—		—
Stockholders’ equity		28,436		—		—			27,230		—		—

Total average liabilities		545,350		6,053		2.24	%		499,458		9,227		3.72	%


⁽¹⁾		Rates have been presented on a non-taxable equivalent basis.

⁽²⁾		Amounts reflected in euro correspond to predominantly domestic activities.

⁽³⁾		Amounts reflected in other currencies correspond to predominantly foreign activities.

Changes in Net Interest Income—Volume and Rate Analysis

The following table allocates changes in our net interest income between changes in volume and changes in rate for the six months ended June 30, 2009 compared to the six months ended June 30, 2008. Volume and rate variance have been calculated based on movements in average balances over the period and changes in interest rates on average interest-earning assets and average interest-bearing liabilities. The only out-of-period items and adjustments excluded from the following table are interest payments on loans which are made in a period other than the period during which they are due. Loan fees were included in the computation of interest income.


	Six months ended June 30, 2009/
	Six months ended June 30, 2008
	Increase (decrease) due to changes in
	Volume⁽¹⁾			Rate^{(1) (2)}			Net Change
	(in millions of euros)
Interest income
Cash and balances with central bank		78			(153	)		(75	)
Debt securities, equity instruments and derivatives		395			(650	)		(255	)
Loans and advances to credit institutions		(37	)		(214	)		(251	)
In euros		(93	)		(111	)		(204	)
In other currencies		66			(112	)		(46	)
Loans and advances to customers		705			(1,937	)		(1,232	)
In euros		183			(1,183	)		(1,000	)
In other currencies		689			(921	)		(232	)
Other financial income		—			(59	)		(59	)

Total income		1,270			(3,141	)		(1,871	)
Interest expense
Deposits from central banks and credit institutions		(57	)		(510	)		(567	)
In euros		(21	)		(205	)		(227	)
In other currencies		(35	)		(305	)		(340	)
Customer deposits		316			(1,550	)		(1,234	)
In euros		26			(826	)		(800	)
In other currencies		317			(751	)		(434	)
Debt certificates and subordinated liabilities		107			(1,363	)		(1,256	)
In euros		(152	)		(1,083	)		(1,234	)
In other currencies		225			(248	)		(23	)
Other financial costs		—			(118	)		(118	)

Total expense		792			(3,967	)		(3,175	)

Net interest income		478			826			1,303


⁽¹⁾		Variances caused by changes in both volume and rate have been allocated proportionally to volume and rate.

⁽²⁾		Rates have been presented on a non-taxable equivalent basis.

Interest Earning Assets—Margin and Spread

The following table analyzes the levels of our average earning assets and illustrates the comparative gross and net yields and spread obtained for each of the periods indicated.


	Six months ended June 30,
	*2009()**			*2008()**
	(in millions of euros, except %)
Average interest earning assets		513,151			469,185
Gross yield ⁽¹⁾		2.47	%		3.10	%
Net yield ⁽²⁾		2.32	%		2.91	%
Net interest margin ⁽³⁾		1.34	%		1.18	%
Average effective rate paid on all interest-bearing liabilities		1.11	%		1.85	%
Spread ⁽⁴⁾		1.36	%		1.25	%


^(*)		Ratios are not annualized.

⁽¹⁾		Gross yield represents total interest income divided by average interest earning assets.

⁽²⁾		Net yield represents total interest income divided by total average assets.

⁽³⁾		Net interest margin represents net interest income as percentage of average interest earning assets.

⁽⁴⁾		Spread is the difference between gross yield and the average cost of interest-bearing liabilities.

ASSETS

Interest-Bearing Deposits in Other Banks

As of June 30, 2009, interbank deposits represented 3.74% of our assets. Of such interbank deposits, 29.47% were held outside of Spain and 70.53% in Spain. We believe that our deposits are generally placed with highly rated banks and have a lower risk than many loans we could make in Spain. Such deposits, however, are subject to the risk that the deposit banks may fail or the banking system of certain of the countries in which a portion of our deposits are made may face liquidity or other problems.

Securities Portfolio

As of June 30, 2009, our securities were carried on our consolidated balance sheet at a book value of €99,752 million, representing 18.38% of our assets compared to 15.74% of our assets as of December 31, 2008. €25,076 million or 25.14% of our securities consisted of Spanish Treasury bonds and Treasury bills. The average yield for the six months ended June 30, 2009 on investment securities that BBVA held was 3.95%, compared to an average yield of approximately 5.87% earned on loans and receivables for the six months ended June 30, 2009. The market or appraised value of our total securities portfolio as of June 30, 2009 was €99,733 million. See Notes 10, 12 and 14 to the Interim Consolidated Financial Statements. For a discussion of our investments in affiliates, see Note 17 to the Interim Consolidated Financial Statements. For a discussion of the manner in which we value our securities, see Notes 2.2.1.a and 8 to the Interim Consolidated Financial Statements. Our holdings of Spanish government debt increased significantly year-on-year as such debt had an attractive risk — return profile in the light of the financial crisis.

The following table analyzes the book value and market value of our ownership of debt securities and equity securities as of June 30, 2009 and 2008. Trading portfolio and investments in affiliated companies consolidated under the equity method are not included in the tables below because the amortized costs and fair values of these items are the same. See Note 10 to the Interim Consolidated Financial Statements.

As of June 30, 2009

As of June 30, 2008

Amortized

Cost

Fair Value⁽¹⁾

Cost

Fair Value⁽¹⁾

(in millions of euros)

DEBT SECURITIES —

AVAILABLE FOR SALE PORTFOLIO

Domestic—

20,424

20,557

10,193

10,150

Spanish Government

14,520

14,645

4,456

4,457

Other debt securities

5,904

5,912

5,737

5,693

International—

29,502

29,062

26,969

26,687

United States —

7,534

7,262

8,372

8,270

U.S. Treasury and other U.S. Government agencies

455

423

States and political subdivisions

415

426

365

Other debt securities

6,664

6,413

7,926

7,823

Other countries —

21,968

21,800

18,597

18,417

Securities of other foreign Governments

14,257

14,255

11,026

10,940

Other debt securities

7,711

7,545

7,572

7,477

TOTAL AVAILABLE FOR SALE PORTFOLIO

49,926

49,619

37,162

36,837

HELD TO MATURITY PORTFOLIO

Domestic—

2,279

2,240

2,374

2,180

Spanish Government

1,335

1,339

1,398

1,299

Other debt securities

944

901

976

881

International—

2,820

2,840

3,028

2,848

TOTAL HELD TO MATURITY PORTFOLIO

5,099

5,080

5,402

5,028

TOTAL DEBT SECURITIES

55,025

54,699

42,565

41,865


⁽¹⁾		Fair values for listed securities are determined on the basis of their quoted values at the end of the period. Appraised values are used for unlisted securities based on our estimate or on unaudited financial statements, when available.

As of June 30, 2009

As of June 30, 2008

Amortized

Cost

Fair Value⁽¹⁾

Cost

Fair Value⁽¹⁾

(in millions of euros)

EQUITY SECURITIES —

AVAILABLE FOR SALE PORTFOLIO

Domestic—

3,319

4,618

4,119

6,203

Equity listed

3,287

4,586

4,076

6,165

Equity unlisted

International—

3,127

3,148

3,127

3,159

United States—

603

696

705

692

Equity listed

106

479

473

Equity unlisted

497

607

226

219

Other countries—

2,524

2,452

2,422

2,467

Equity listed

2,263

2,189

2,302

2,338

Equity unlisted

261

263

120

129

TOTAL AVAILABLE FOR SALE PORTFOLIO

6,446

7,766

7,246

9,363

TOTAL EQUITY SECURITIES

6,446

7,766

7,246

9,363

TOTAL INVESTMENT SECURITIES

61,471

62,465

49,811

51,227


⁽¹⁾		Fair values for listed securities are determined on the basis of their quoted values at the end of the period. Appraised values are used for unlisted securities based on our estimate or on unaudited financial statements, when available.

The following table analyzes the maturities of our debt securities, excluding trading portfolio, by type and geographical area as of June 30, 2009.


	Maturing at one year or				Maturing after one year				Maturing after five				Maturing after ten
	less				to five years				year to ten years				years
	Amount		Yield %⁽¹⁾		Amount		Yield %⁽¹⁾		Amount		Yield %⁽¹⁾		Amount		Yield %⁽¹⁾		Total
	(in millions of euros, except %)
AVAILABLE FOR SALE PORTFOLIO
Domestic:
Spanish government		119		5.74		6,694		4.24		4,003		4.28		3,829		5.56		14,645
Other debt securities		1,067		3.80		3,732		3.71		278		3.38		835		3.74		5,912

Total Domestic		1,186		3.97		10,426		4.04		4,281		4.21		4,664		5.16		20,557

International:
United States:		985		4.69		3,083		5.30		1,784		4.62		1,410		1.77		7,262
U.S. Treasury and other U.S. government securities		160		3.46		18		5.28		—		—		245		0.96		423
States and political subdivisions		70		6.74		145		6.31		159		6.32		52		6.41		426
Other debt securities		755		4.85		2,920		5.27		1,625		4.51		1,113		1.82		6,413
Other countries:		2,603		3.93		9,799		5.37		5,438		5.40		3,960		4.85		21,800
Securities of other foreign governments		666		6.41		7,483		5.90		4,018		5.88		2,088		5.26		14,255
Other debt securities		1,937		3.25		2,316		3.67		1,420		4.25		1,872		4.46		7,545

Total International		3,588		4.16		12,882		5.35		7,222		5.19		5,370		3.80		29,062

Total Available for sale		4,774		4.10		23,308		4.70		11,503		4.78		10,034		4.44		49,619

HELD TO MATURITY PORTFOLIO
Domestic:		164		4.59		330		4.68		1,603		3.47		182		3.93		2,279
Spanish government		110		5.11		118		5.25		1,053		3.22		54		4.20		1,335
Other debt securities		54		3.47		212		4.35		550		3.96		128		3.81		944
International:		85		5.27		918		4.00		1,594		4.09		223		3.75		2,820

Total held to maturity		249		4.82		1,248		4.17		3,197		3.78		405		3.83		5,099

TOTAL DEBT SECURITIES		5,023		4.14		24,556		4.67		14,700		4.56		10,439		4.42		54,718


⁽¹⁾		Rates have been presented on a non-taxable equivalent basis.

Loans and Advances to Credit Institutions

As of June 30, 2009, our total loans and advances to credit institutions amounted to €24,513 million, or 4.52% of total assets compared to 6.21% of total assets as of December 31, 2008. Net of our valuation adjustments, loans and advances to credit institutions amounted to €24,533 million as of June 30, 2009, or 4.52% of our total assets.

Loans and Advances to Customers

As of June 30, 2009, our total loans and leases amounted to €334,440 million, or 61.63% of total assets compared to 62.90% of total assets as of December 31, 2008. Net of our valuation adjustments, loans and leases amounted to €327,926 million as of June 30, 2009, or 60.43% of our total assets. As of June 30, 2009 our loans in Spain amounted to €206,731 million. Our foreign loans amounted to €127,709 million as of June 30, 2009.

Loans by Geographic Area

The following table analyzes, by domicile of the customer, our net loans and leases as of each of the dates indicated:

As of

As of June 30,

December 31,

As of June 30,

2009

2008

(in millions of euros)

Domestic

206,731

208,474

210,968

Foreign

Western Europe

26,854

28,546

24,879

Latin America

60,693

61,978

58,478

United States

34,310

35,498

33,545

Other

5,852

6,826

4,871

Total foreign

127,709

132,848

121,773

Total loans and leases

334,440

341,322

332,741

Valuation adjustments

(6,514

)

(6,062

)

(6,810

)

Total net lending

327,926

335,260

325,931

Loans by Type of Customer

The following table analyzes by domicile and type of customer our net loans and leases as of each of the dates indicated. The analyses by type of customer are based principally on the requirements of the regulatory authorities in each country.


				As of
	As of June 30,			December 31,			As of June 30,
	2009			2008			2008
	(in millions of euros)
Domestic
Government		18,951			17,436			17,219
Agriculture		1,801			1,898			1,930
Industrial		17,613			17,976			18,773
Real estate and construction		37,755			38,632			37,440
Commercial and financial		18,750			17,165			15,607
Loans to individuals		88,454			88,712			92,450
Lease financing		7,087			7,702			8,009
Other		16,320			18,953			19,540

Total domestic		206,731			208,474			210,968
Foreign
Government		5,101			5,066			5,316
Agriculture		1,916			2,211			1,772
Industrial		29,184			28,600			24,736
Real estate and construction		15,787			15,890			10,872
Commercial and financial		26,097			27,720			30,074
Loans to individuals		37,332			39,178			37,080
Lease financing		1,632			1,683			1,443
Other		10,660			12,500			10,480

Total foreign		127,709			132,848			121,773

Total loans and leases		334,440			341,322			332,741
Valuation adjustments		(6,514	)		(6,062	)		(6,810	)

Total net lending		327,926			335,260			325,931

The following table sets forth a breakdown, by currency, of our net loan portfolio as of each of the dates indicated:

As of

As of June 30,

December 31,

As of June 30,

2009

2008

(in millions of euros)

In euros

221,901

226,855

227,446

In other currencies

106,026

108,405

98,485

Total net lending

327,926

335,260

325,931

As of June 30, 2009, loans by BBVA and its subsidiaries to associates and jointly controlled companies amounted to €638 million, compared to €507 million as of December 31, 2008. Loans outstanding to the Spanish government and its agencies amounted to €19,231 million, or 5.75% of our total loans and leases as of June 30, 2009, compared to €17,770 million, or 5.21% of our total loans and leases as of December 31, 2008. None of our loans to companies controlled by the Spanish government are guaranteed by the government and, accordingly, we apply normal credit criteria in extending credit to such entities. Moreover, we carefully monitor such loans because governmental policies necessarily affect such borrowers.

Diversification in our loan portfolio is our principal means of reducing the risk of loan losses. We also carefully monitor our loans to borrowers in sectors or countries experiencing liquidity problems. Our exposure to our five largest borrowers as of June 30, 2009, excluding government-related loans, amounted to €14,636 million or approximately 4.38% of our total outstanding loans and leases.

Maturity and Interest Sensitivity

The following table sets forth an analysis by maturity of our total loans and leases by domicile of the office that issued the loan and type of customer, disregarding valuation adjustment, as of June 30, 2009. The determination of maturities is based on contract terms.


	Maturity
			Due After One
	Due in One		Year Through		Due After
	Year or Less		Five Years		Five Years		Total
	(in millions of euros)
Domestic:
Government		7,699		5,271		5,980		18,950
Agriculture		721		667		413		1,801
Industrial		13,091		3,128		1,394		17,613
Real estate and construction		14,628		9,481		13,646		37,755
Commercial and financial		10,230		5,365		3,155		18,750
Loans to individuals		10,972		16,826		60,656		88,454
Lease financing		581		2,860		3,646		7,087
Other		10,473		3,380		2,467		16,320

Total domestic		68,395		46,978		91,357		206,730

Foreign:
Government		499		2,883		1,719		5,101
Agriculture		850		931		135		1,916
Industrial		9,673		15,695		3,816		29,184
Real estate and construction		7,700		5,323		2,764		15,787
Commercial and financial		12,589		9,757		3,750		26,096
Loans to individuals		2,657		10,453		24,223		37,333
Lease financing		430		1,025		177		1,632
Other		4,608		4,479		1,574		10,661

Total foreign		39,006		50,546		38,158		127,710
Total loans and leases		107,401		97,524		129,515		334,440

The following table sets forth a breakdown of our fixed and variable rate loans which had a maturity of one year or more as of June 30, 2009.

Interest Sensitivity of

Outstanding Loans and Leases

Maturing in More Than One

Year

Domestic

Foreign

Total

(in millions of euros)

Fixed rate

19,394

50,965

70,359

Variable rate

118,942

37,738

156,680

Total loans and leases

138,336

88,703

227,039

Loan Loss Reserve for Loans and Advances

For a discussion of loan loss reserves, as of June 30, 2009 and December 31, 2008, see “Item 5. Operating and Financial Review and Prospects—Critical accounting policies—Allowance for loan losses” in our 2008 Form 20-F and Note 2.2.1.b) to the Interim Consolidated Financial Statements included herein.

The following table provides information, by domicile of customer, regarding our loan loss reserve and movements of loan charge-offs and recoveries for periods indicated.


	Six months			Year ended			Six months
	ended June 30			December 31			ended June 30
	2009			2008			2008
	(in millions of euros, except %)
Loan loss reserve at beginning of period:
Domestic		3,766			3,459			3,459
Foreign		3,740			3,685			3,685

Total loan loss reserve at beginning of period		7,506			7,144			7,144

Loans charged off:
Domestic:
Government and other Agencies		—			—			—
Real estate and loans to individuals		(323	)		(639	)		(252	)
Commercial and financial		(9	)		(16	)		(7	)
Other		—			—			—
Total Domestic		(332	)		(655	)		(259	)
Foreign		(1,050	)		(1,296	)		(523	)

Total loans charged off		(1,382	)		(1,951	)		(782	)

Provision for loan losses:
Domestic		594			953			425
Foreign		1,356			2,035			810

Total provision for loan losses		1,950			2,988			1,235
Acquisition and disposition of subsidiaries		—			—			—
Effect of foreign currency translation and other		(294	)		(676	)		(189	)


Loan loss reserve at end of period:
Domestic		3,885			3,766			3,633
Foreign		3,893			3,740			3,775
Total loan loss reserve at end of period		7,778			7,506			7,408
Loan loss reserve as a percentage of total loans and leases at end of period		2.20	%		2.03	%		2.07	%
Net loan charge-offs as a percentage of total loans and leases at end of period		0.39	%		0.53	%		0.22	%

As of June 30, 2009, our loan loss reserves as a percentage of total loans and leases increased to 2.20% from 2.03% as of December 31, 2008, principally due to the increase in provisions and a decrease in total loans and leases.

We do not maintain records allocating the amount of charge-offs and the amount of recoveries by loan category. Also, at the time that a loan is charged off in accordance with Bank of Spain guidelines, it will normally be substantially or fully reserved and, accordingly, such charge-off would have a very limited effect on our net income attributed to parent company or stockholders’ equity. Accordingly, we believe that information relating to domestic reserves and charge-offs by loan category is of less relevance than would be the case for a U.S. bank.

Substandard Loans

We classify loans as substandard loans in accordance with the requirements under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 in respect of “impaired loans”. As we described in Note 2.2.1.b) to the Interim Consolidated Financial Statements, loans are considered to be impaired loans, and accrual of the interest thereon is suspended, when there are reasonable doubts that the loans will be recovered in full and/or the related interest will be collected for the amounts and on the dates initially agreed upon, taking into account the guarantees received by the consolidated entities to assure (in part or in full) the performance of transactions. In addition, all loans that are 90 days past due, even if well-collateralized and in the process of being collected are automatically considered non-accrual if they are classified as substandard loans.

When the recovery of any recognized amount is considered to be remote, this amount is removed from the consolidated balance sheet, without prejudice to any actions taken by the consolidated entities in order to collect the amount until their rights extinguish in full through expiry, forgiveness or for other reasons.

Interest on all of our substandard non-accrual loans is not credited to income until actually collected. The aggregated amount of gross interest income that would have been recorded in respect of our substandard loans for the six months ended June 30, 2009 and 2008 under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 was €1,257 million and €839 million, respectively.

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 repaid. The approximate amount of interest income on our substandard loans to customers which was included in net income attributed to parent company for the six months ended June 30, 2009 and 2008 under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 was €89 million and €73 million, respectively.

The following table provides information regarding our substandard loans as of the dates indicated:


	As of June 30,			As of December 31,
	2009			2008
	(in millions of euros, except %)
Substandard loans:
Domestic		8,156			5,700
Public sector		61			79
Other resident sectors		7,797			5,483
Non-resident sector		298			138
Foreign		3,469			2,840
Public sector		38			22
Other resident sectors		—			—
Non-resident sector		3,431			2,818

Total substandard loans		11,625			8,540

Total loan loss reserve		(7,778	)		(7,505	)

Substandard loans net of reserves		3,847			1,035
Substandard loans as a percentage of total loans and receivables (net)		3.2	%		2.3	%
Substandard loans (net of reserves) as a percentage of total loans and receivables (net)		1.1	%		0.3	%

Our total substandard loans jumped to €11,625 million as of June 30, 2009, compared to €8,540 million as of December 31, 2008, principally due to an increase in substandard loans to customers in Spain generally due to a less favorable macroeconomic environment. As a result of the increase in total substandard loans described above, our substandard loans as a percentage of total loans and receivables (net) increased sharply from 2.3% as of December 31, 2008 to 3.2% as of June 30, 2009. Our loan loss reserves as a percentage of substandard loans as of June 30, 2009 declined to 67% from 88% as of December 31, 2008.

Substandard loans to other resident sectors in Spain increased as of June 30, 2009 to €8,156 from €5,700 as of December 31, 2008 mainly due to the increase in substandard mortgage loans and real estate and construction loans. Substandard mortgage loans increased sharply to €2,867 million as of June 30, 2009 from €2,033 million as of December 31, 2008 and real estate and construction loans increased sharply to €3,411 million, as of June 30, 2009, from €2,176 million as of December 31, 2008.

The following table provides information, by domicile and type of customer, regarding our substandard loans and the loan loss reserves to customers taken for each substandard loan category, as of June 30, 2009.


					Substandard
					Loans as a
			Loan		percentage
	Substandard		Loss		of Loans in
	Loans		Reserve		Category
	(in millions of euros, except %)
Domestic:
Government		61		7		0.32	%
Agricultural		68		23		3.79	%
Industrial		470		161		2.67	%
Real estate and construction		3,411		845		9.03	%
Commercial and financial		653		204		3.48	%
Loans to individuals		3,021		646		3.42	%
Other		472		213		2.02	%

Total domestic		8,156		2,099		3.95	%

Total foreign		3,469		2,048		2.72	%
Unllocated reserve		—		3,631

Total		11,625		7,778		3.48	%

Foreign Country Outstandings

The following tables set forth, as of the dates indicated, the aggregate amounts of our cross-border outstandings (which consist of loans, interest-bearing deposits with other banks, acceptances and other monetary assets denominated in a currency other than the home-country currency of the office where the item is booked) where outstandings in the borrower’s country exceeded 1% of our total assets as of June 30, 2009 and as of December 31, 2008. Cross-border outstandings do not include loans in local currency made by our subsidiary banks to customers in other countries to the extent that such loans are funded in the local currency or hedged. As a result, they do not include the vast majority of the loans made by our subsidiaries in South America, Mexico and United States.


	As of June 30,					As of December 31,
	2009					2008
			% of Total					% of Total
	Amount		Assets			Amount		Assets
	(in millions of euros, except percentages)
OECD
United Kingdom		6,576		1.21	%		7,542		1.39	%
Mexico		4,056		0.75	%		4,644		0.86	%
Other OECD		5,944		1.10	%		6,514		1.20	%

Total OECD		16,576		3.05	%		18,700		3.45	%
Central and South America		3,606		0.66	%		4,092		0.75	%
Others		4,960		0.91	%		5,676		1.05	%

Total		25,142		4.63	%		28,468		5.25	%

The following tables set forth the amounts of our cross-border outstandings as of as of June 30, 2009 and December 31, 2008 by type of borrower where outstandings in the borrower’s country exceeded 1% of our total assets.


			Banks and
			Other		Commercial,
			Financial		Industrial
	Governments		Institutions		and Other		Total
	(in millions of euros)
As of June 30, 2009
Mexico		4		111		3,941		4,056
United Kingdom		—		4,763		1,813		6,576

Total		4		4,874		5,754		10,632


As of December 31, 2008
Mexico		4		228		4,412		4,644
United Kingdom		—		5,113		2,429		7,542

Total		4		5,341		6,841		12,186

The Bank of Spain requires that minimum reserves be maintained for cross-border risk arising with respect to loans and other outstandings to countries, or residents of countries, falling into certain categories established by the Bank of Spain on the basis of the level of perceived transfer risk. The category that a country falls into is determined by us, subject to review by the Bank of Spain.

The following table shows the minimum required reserves with respect to each category of country for BBVA’s level of coverage as of June 30, 2009.


	Minimum Percentage of
	Coverage (Outstandings
Categories⁽¹⁾	Within Category)
Countries belonging to the OECD whose currencies are listed in the Spanish foreign exchange market		0.0
Countries with transitory difficulties⁽²⁾		10.1
Doubtful countries⁽²⁾		22.8
Very doubtful countries⁽²⁾⁽³⁾		83.5
Bankrupt countries⁽⁴⁾		100.0


⁽¹⁾		Any outstanding which is guaranteed may be treated, for the purposes of the foregoing, as if it were an obligation of the guarantor.

⁽²⁾		Coverage for the aggregate of these three categories (countries with transitory difficulties, doubtful countries and very doubtful countries) must equal at least 35% of outstanding loans within the three categories. The Bank of Spain has recommended up to 50% aggregate coverage.

⁽³⁾		Outstandings to very doubtful countries are treated as substandard under Bank of Spain regulations.

⁽⁴⁾		Outstandings to bankrupt countries must be charged off immediately. As a result, no such outstandings are reflected on our consolidated balance sheet. Notwithstanding the foregoing minimum required reserves, certain interbank outstandings with an original maturity of three months or less have minimum required reserves of 50%. We met or exceeded the minimum percentage of required coverage with respect to each of the foregoing categories as of June 30, 2009.

Our exposure to borrowers in countries with difficulties (the last 4 categories in the foregoing table), excluding our exposure to subsidiaries or companies we manage and trade-related debt, amounted to €1,562 million and €334 million as of June 30, 2009 and December 31, 2008, respectively, due to the categorization by the Bank of Spain of Brazil as a “country with transitory difficulties”. These figures do not reflect loan loss reserves of 12.02% and 14.07%, respectively, against the relevant amounts outstanding at such dates. Deposits with or loans to borrowers in all such countries as of June 30, 2009 did not in the aggregate exceed 0.29% of our total assets.

LIABILITIES

Deposits

The principal components of our customer deposits are domestic demand and savings deposits and foreign time deposits. The following tables provide information regarding our deposits by principal geographic area for the dates indicated.

As of June 30, 2009

Bank of Spain and

Other

Customer

Other Central

Credit

Deposits

Banks

Institutions

Total

(in millions of euros)

Total domestic

96,576

17,644

8,416

122,636

Foreign:

Western Europe

26,068

4,847

18,047

48,962

Latin America

61,719

831

13,273

75,823

United States

60,472

3,241

6,186

69,899

Other

3,234

388

3,831

7,453

Total foreign

151,493

9,307

41,337

202,137

Total

248,069

26,951

49,753

324,773

As of December 31, 2008

Bank of Spain and

Other

Customer

Other Central

Credit

Deposits

Banks

Institutions

Total

(in millions of euros)

Total domestic

105,146

6,132

6,220

117,498

Foreign:

Western Europe

26,341

5,524

20,293

52,158

Latin America

57,193

844

10,987

69,024

United States

56,185

4,061

9,297

69,543

Other

8,860

201

2,776

11,837

Total foreign

148,579

10,630

43,353

202,562

Total

253,725

16,762

49,573

320,061

For an analysis of our deposits, including non-interest bearing demand deposits, interest-bearing demand deposits, saving deposits and time deposits, see Note 22 to the Interim Consolidated Financial Statements.

As of June 30, 2009, the maturity of our time deposits (excluding interbank deposits) in denominations of $100,000 (approximately €70,751 considering the noon buying rate as of June 30, 2009) or greater was as follows:


	As of June 30, 2009
	Domestic		Foreign		Total
	(in millions of euros)
3 months or under		8,420		51,116		59,536
Over 3 to 6 months		5,458		12,005		17,463
Over 6 to 12 months		6,998		3,045		10,043
Over 12 months		9,165		3,111		12,276

Total		30,041		69,277		99,318

Time deposits from Spanish and foreign financial institutions amounted to €33,432 million as of June 30, 2009, substantially all of which were in excess of $100,000 (approximately €70,751 as of June 30, 2009).

Large denomination deposits may be a less stable source of funds than demand and savings deposits because they are more sensitive to variations in interest rates. For a breakdown by currency of customer deposits as of June 30, 2009 and December 31, 2008, see Note 22 to the Interim Consolidated Financial Statements.

Short-term Borrowings

Securities sold under agreements to repurchase and promissory notes issued by us constituted the only categories of short-term borrowings that equaled or exceeded 30% of stockholders’ equity as of June 30, 2009, December 31, 2008 and June 30, 2008.


	As of June 30, 2009
	Amount		Average rate
	(in millions of euros, except percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of June 30		26,756		3.23	%
Average during first half year		24,635		3.37	%
Maximum quarter-end balance		29,421		—
Bank promissory notes:
As of June 30		28,384		1.23	%
Average during first half year		28,351		1.75	%
Maximum quarter-end balance		30,919		—
Bonds and Subordinated debt:
As of June 30		18,220		2.67	%
Average during first half year		16,672		2.97	%
Maximum quarter-end balance		16,186		—
Total short-term borrowings as of June 30, 2009		73,360		2.35	%


	As of December 31, 2008
	Amount		Average rate
	(in millions of euros, except percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of December 31		28,206		4.66	%
Average during year		34,729		5.62	%
Maximum quarter-end balance		34,202		—
Bank promissory notes:
At December 31		20,061		3.70	%
Average during year		15,661		4.57	%
Maximum quarter-end balance		20,061		—
Bonds and Subordinated debt:
At December 31		13,565		4.66	%
Average during year		12,447		5.18	%
Maximum quarter-end balance		15,822		—
Total short-term borrowings as of December 31, 2008		61,832		4.35	%


	As of June 30, 2008
	Amount		Average rate
	(in millions of euros, except percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of June 30		35,918		5.73	%
Average during first half year		40,448		5.64	%
Maximum quarter-end balance		35,737		—
Bank promissory notes:
As of June 30		15,518		4.63	%
Average during first half year		10,741		4.50	%
Maximum quarter-end balance		8,336		—
Bonds and Subordinated debt:
As of June 30		11,416		5.61	%
Average during first half year		13,832		5.11	%
Maximum quarter-end balance		15,615		—
Total short-term borrowings as of June 30, 2008		62,852		5.44	%

Return on Equity

The following table sets out our return on equity ratios:


	As of June 30,		As of December 31,		As of June 30,
	2009		2008		2008
Return on equity⁽¹⁾		21.5		21.5		26.0
Return on assets ⁽²⁾		1.12		1.04		1.28
Equity to assets ratio⁽³⁾		5.41		4.90		5.12


⁽¹⁾		Represents annualized net income attributed to parent company for the period, which we calculate as our net income attributed to parent company for the period multiplied by two, as a percentage of average stockholders’ funds for the period.

⁽²⁾		Represents annualized net income for the period, which we calculate as our net income for the period multiplied by two, as a percentage of average total assets for the period.

⁽³⁾		Represents total stockholders’ funds over total assets

UNRESOLVED STAFF COMMENTS

As part of a periodic review of our 2008 Form 20-F by the Division of Corporation Finance of the SEC, we received on June 30, 2009 a comment letter from the SEC staff (the “Staff”). We have cooperated fully with the Staff in connection with their review in order to resolve all outstanding comments and provided our responses to the Staff on July, 15, 2009.

The Staff’s comments focused principally on the level of disclosure in the 2008 Form 20-F related to IFRS 7 and the allowance for loan losses under both IFRS and U.S. GAAP. We believe that we have provided adequate responses to all the Staff’s comments and we have committed to enhance the disclosure regarding these issues in our future filings.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Summary Economic Background to Results of Operations

The six month period ended June 30, 2009 has been characterized by the continuation of the international economic crisis, which has not yet reached its conclusion. Financial markets have suffered strong disruptions during this period, with general declines in stock market levels in the first half of the period worldwide, which eventually recovered by the end of June 2009 to the levels reached at the end of 2008.

In the first part of the year the international macroeconomic environment has continued deteriorating and, as mentioned above, financial markets have suffered important disruptions, although liquidity in the markets is recovering gradually. Despite this gradual recovery markets continue to show liquidity tensions and interbank markets are still not functioning normally. Therefore, market interest rates have remained high during the period, in particular in the short term. The period has also been characterized by additional increases in volatility.

In the United States, where the financial crisis originated, economic indicators showed evidence of a continued slowdown of the economy, although they appeared to have stabilized albeit at very low levels. Real estate market adjustments continue, as reflected by data on home sales (new and existing), consumer confidence and unemployment applications. Moreover, economic indicators such as industrial production (which had decreased for nine consecutive months) and the ISM manufacturing index, reflect the recessionary process that the economy is still facing.

In the euro area and Spain the latest economic indicators also generally reflected a continuing recession. In Europe economic activity continues falling: activity in industry and the service sector is at historical minimum levels, as reflected by the purchasing managers indices that were below 50 points (40.7 for manufacturing and 44.8 for services) in June, and also by the deterioration of confidence indicators. As is also happening in the United States, unemployment rates are increasing, confirming real gross domestic product, or “GDP”, deterioration. Therefore, the improvement showed by some leading indicators is still not translated into economic indicators.

This downturn in the outlook for the world economy has resulted in an intensification of the adjustment process in the Spanish economy. The deterioration observed in employment indicators during the last months of 2008 and the first six months of 2009 has continued with unemployment reaching 17.9% at the end of the period, with very negative effects on consumer and business confidence. Moreover, during the first half of 2009 this contraction spread towards segments of the economy which had hitherto remained relatively unaffected by the recession, such as exports. Another factor to be taken into account is that the Spanish

economy continues to be negatively affected by the shrinking of the real estate and construction sectors. The end of the recession will be relatively slow given the foreseeable long period of de-leveraging, the absence of a sufficiently dynamic environment abroad to boost growth in Spain, and the limited long-term effectiveness of fiscal stimulus packages to sustain economic growth. In addition, uncertainty over policy measures in the short term also pose some concerns in the outlook.

Thus, governments in the United States and in several countries of the EU have continued implementing specific plans. Measures announced are intended to solve the liquidity and solvency problems of financial institutions, to restore confidence and to recover long-term funding mechanisms, in principle with a limited cost that can be recovered over time. In Spain, public aid has been implemented via the Financial Assets Acquisition Fund auctions (FAAF), a public guarantee for the issuance of securities by financial institutions and the Banking Organizing and Restructuring Fund (FROB).

By the end of 2008, interest rates in the United States reached historical minimums at 0 to 0.25%. In 2009, the ECB and the Bank of England lowered rates again down to 1 % and 0.5% respectively. In addition, several central banks started implementing non-conventional monetary policy, like asset purchases, although in the case of the ECB in a more gradual way.

Despite the international environment, the economic situation in Latin America continues to be generally relatively positive, due to internal demand growth and the strengths accumulated before the crisis. The exception is Mexico, which has been affected by three negative factors in the period. First there has been a steep decline in the demand for durable goods in the United States which has historically been the destination for approximately 80% of Mexico’s manufacturing exports. Second, the international financial crisis increased the cost of capital to finance Mexican businesses and the public sector. Finally, the Mexican economy was negatively affected by the public health emergency caused by the H1N1 influenza outbreak in the second quarter of the year, which had a significant negative impact on the tourism industry. Overall, the decline in real GDP in the first half of 2009 has been steeper than the adjustment observed in 1995, albeit this time with no inflation, and no domestic financial or banking crisis.

In fact, similar to other Latin American countries with a much better economic performance, Mexico has also been able to implement countercyclical policies for the first time in a recession. Most of these countries have obtained generalized decreases in interest rates. In Mexico, for example, the interbank interest rate has decreased during the six months ended June 30, 2009, closing the period slightly above 5%.

BBVA Group Results of Operations For The Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008

The changes in the Group’s consolidated income statements for the six months ended June 30, 2009 and 2008 were as follows:

EU-IFRS (*)


	Six months ended June 30,							Change
	2009			2008			2009/2008

	(Millions of euros)						%
Interest and similar income		12,911			14,782			(12.66	)%
Interest expense and similar charges		(6,053	)		(9,227	)		(34.40	)%

Net interest income		6,858			5,555			23.46	%
Dividend income		248			241			2.90	%
Share of profit or loss of entities accounted for using the equity method		27			173			(84.39	)%
Fee and commission income		2,638			2,778			(5.04	)%
Fee and commission expenses		(457	)		(494	)		(7.49	)%
Net gains (losses) on financial assets and liabilities		446			1,018			(56.19	)%
Net exchange differences		352			142			147.89	%
Other operating income		1,755			1,931			(9.11	)%
Other operating expenses		(1,487	)		(1,718	)		(13.45	)%

Gross income		10,380			9,626			7.83	%
Administration costs		(3,734	)		(3,816	)		(2.15	)%
Personnel expenses		(2,291	)		(2,343	)		(2.22	)%
General and administrative expenses		(1,443	)		(1,473	)		(2.04	)%
Depreciation and amortization		(354	)		(338	)		4.73	%
Provisions (net)		(152	)		(612	)		(75.16	)%
Impairment on financial assets (net)		(1,945	)		(1,164	)		67.08	%

Net operating income		4,195			3,696			13.50	%
Impairment on other assets (net)		(271	)		(6	)		n.m.	⁽¹⁾

Gains (losses) in written off assets not classified as non-current assets held for sale		9			21			(57.64	)%

Gains (losses) in non-current assets held for sale not classified as discontinued operations		70			779			(91.01	)%

Income before tax		4,003			4,490			(10.85	)%
Income tax		(961	)		(1,213	)		(20.80	)%

Net income		3,042			3,277			(7.17	)%
Profit or loss attributed to minority interest		(243	)		(169	)		43.79	%

Net income attributed to parent company		2,799			3,108			(9.95	)%


^(*)		EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004

⁽¹⁾		Not meaningful

Period-on-period comparisons of the BBVA Group’s results of operations for the six months ended June 30, 2009 compared to for the six months ended June 30, 2008 are affected by a series of one-off items during the first half of 2008:

•		a before-tax credit of €727 million (€509 million net of tax) on the sale of the Group’s investment in Bradesco which principally affected gains (losses) in non-current assets held for sale not classified as discontinued operations; and

•		a before-tax charge of €470 million (€329 million net of tax) in connection with a non-recurring early retirement scheme implemented in Spain as part of the Group’s Transformation Plan.

The net impact in net income attributed to parent company of these items, was the recognition of additional non-recurring income in the amount of €180 million in the first half of 2008.

Net interest income

The following table summarizes the principal components of net interest income for the six months ended June 30, 2009 compared to the six months ended June 30, 2008.


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(millions of euros)						(%)
Interest and similar income		12,911			14,782			(12.66	)%
Interest expense and similar charges		(6,053	)		(9,227	)		(34.40	)%

Net interest income		6,858			5,555			23.46	%

Net interest income for the six months ended June 30, 2009 was €6,858 million, a 23.46% increase over the €5,555 million recorded for the six months ended June 30, 2008. This growth, against a backdrop of slowing business volumes and declining interest rates, primarily reflects the widening in customer spreads and active balance sheet management.

Dividend income

Dividend income for the six months ended June 30, 2009 was €248 million, in line with the €241 million recorded for the six months ended June 30, 2008, due primarily to dividends received from Telefónica, S.A.

Share of profit or loss of entities accounted for using the equity method

Share of profit or loss of entities accounted for using the equity method for the six months ended June 30, 2009 was €27 million, a 84.39% decrease from the €173 million recorded for the six months ended June 30, 2008, due primarily to a significant decrease in the amount contributed by Corporación IBV (€16 million for the six months ended June 30, 2009 compared to €145 million for the six months ended June 30, 2008), primarily as a result of our sale of our interest in Gamesa Corporación Tecnológica, S.A. in 2008.

Fee and commission income

The breakdown of fee and commission income for the six months ended June 30, 2009 and 2008 is as follows:


	Six months ended June 30,					Change
	2009		2008		2009/2008
	(millions of euros)				(%)
Commitment fees		44		28		57.14	%
Contingent Liabilities		130		118		10.17	%
Documentary credits		21		21		n.m.	⁽¹⁾
Bank and other guarantees		109		97		12.37	%
Arising from exchange of foreign currencies and banknotes		6		11		(45.45	)%
Collection and payment services		1,268		1,313		(3.43	)%
Securities services		836		983		(14.95	)%
Counseling on and management of one-off transactions		2		6		(66.67	)%
Financial and similar counseling services		11		11		n.m.	⁽¹⁾
Factoring transactions		6		14		(53.85	)%
Non-banking financial products sales		46		52		(11.54	)%
Other fees and commissions		289		242		19.42	%

Fee and commission income		2,638		2,778		(5.04	)%


(1)		Not meaningful

Fee and commission income for the six months ended June 30, 2009 amounted to €2,638 million, a 5.04% decrease from €2,778 million for the six months ended June 30, 2008, due mainly to the decrease in fee and commission income from mutual funds. Fee and commission income from mutual funds, which is recorded under the heading “Securities services”, decreased as a result of a decrease in mutual fund assets under management for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 as a result of the negative performance of equity markets for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 and, in markets such as Spain, the transfer of customer funds out of mutual funds, the value of which decreased by 24.16% as of June 30, 2009 from June 30, 2008, into time deposits.

Fee and commission expenses

The breakdown of fee and commission expenses for the six months ended June 30, 2009 and 2008 is as follows:


	Six months ended June 30,				Change
	2009		2008		2009/2008
	(millions of euros)				(%)
Brokerage fees on lending and deposit transactions		3		5		(40.00	)%
Fees and commissions assigned to third parties		335		302		10.93	%
Other fees and commissions		119		187		(36.36	)%

Fee and commission expenses		457		494		(7.49	)%

Fee and commission expenses for the six months ended June 30, 2009 amounted to €457 million, a 7.49% decrease from €494 million for the six months ended June 30, 2008, mainly due to a 36.36% decrease in other fees and commissions to €119 million for the six months ended June 30, 2009 from €187 million for the six months ended June 30, 2008 due to a decrease in insurance fee and commission expenses.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains (losses) on financial assets and liabilities for the six months ended June 30, 2009 amounted to €446 million, a 56.19% decrease from €1,018 million for the six months ended June 30, 2008, due primarily to the lower results generated by the Global Markets unit as a result of lower activity given market volatility. In addition, net gains (losses) on financial assets and liabilities for the six months ended June 30, 2008 included non-recurring gains of €125 million from the receipt of proceeds from Visa Inc.’s equity offering. Net exchange differences amounted to €352 million, an increase of 147.89% from €142 million for the six months ended June 30, 2008.

Other operating income and expenses

Other operating income amounted to €1,755 million for the six months ended June 30, 2009, a 9.11% decrease compared with €1,931 million for the six months ended June 30, 2008 primarily due to the lower volume of insurance policies written. Other operating expenses for the six months ended June 30, 2009 amounted to €1,487 million, a 13.45% decrease compared with the €1,718 million recorded for the six months ended June 30, 2008 primarily due to a decrease in commissions payable to sales agents as a result of the decrease in activity described above. As a result of the fact that other operating income decreased at a slower pace than other operating expenses, the net variation in operating income and expenses was a 25.82% increase with respect to the six months ended June 30, 2008.

Gross income

As a result of the foregoing, gross income for the six months ended June 30, 2009 was €10,380 million, a 7.83% increase over the €9,626 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs for the six months ended June 30, 2009 were €3,734 million, a 2.15% decrease over €3,816 million recorded for the six months ended June 30, 2008, due primarily to cost controls derived from the transformation and restructuring plans initiated in 2006, which resulted in the number of employees of the Group declining to 103,656 as of June 30, 2009 from 112,059 as of June 30, 2008.

The table below provides a breakdown of personnel expenses for the six months ended June 30, 2009 and 2008.


	Six months ended June 30,				Change
	2009		2008		2009/2008
	(millions of euros)				(%)
Wages and salaries		1,754		1,796		(2.34	)%
Social security costs		276		288		(4.17	)%
Transfers to internal pension provisions		22		31		(29.03	)%
Contributions to external pension funds		34		33		3.03	%
Other personnel expenses		205		195		5.13	%

Personnel expenses		2,291		2,343		(2.22	)%

The table below provides a breakdown of general and administrative expenses for the six months ended June 30, 2009 and 2008.


	Six months ended June 30,				Change
	2009		2008		2009/2008
	(millions of euros)				(%)
Technology and systems		279		290		(3.79	)%
Communications		128		125		2.40	%
Advertising		127		135		(5.93	)%
Property, fixtures and materials		309		294		5.10	%
Taxes other than income tax		129		169		(23.67	)%
Other expenses		471		460		2.39	%

General and administrative expenses		1,443		1,473		(2.04	)%

Depreciation and amortization

Depreciation and amortization for the six months ended June 30, 2009 amounted to €354 million, a 4.84% increase over the €338 million recorded for the six months ended June 30, 2008, due primarily to the increase in amortization of software and properties.

Provisions (net)

Provisions (net) for the six months ended June 30, 2009 were €152 million, with an important decrease compared with the €612 million recorded for the six months ended June 30, 2008, primarily due to the larger provisions for early retirement recorded in the first half of 2008.

Impairment on financial assets (net)

Impairment on financial assets (net) was €1,945 million for the six months ended June 30, 2009, a 67.08% increase over the €1,164 million recorded for the six months ended June 30, 2008, due primarily to an increase in provisions in connection with the significant increase in substandard loans from €8,728 million as of June 30, 2008 to €11,914 million as of June 30, 2009, due primarily to the deterioration of the economic environment. The Group’s non-performing loan ratio increased substantially to 3.2% as of June 30, 2009 from 2.3% as of June 30, 2008. In addition, the Group’s coverage ratio dropped significantly to 68% as of June 30, 2009 from 167% as of June 30, 2008 mainly due to the write-offs made during the six months ended June 30, 2009.

Net operating income

As a result of the foregoing, net operating income for the six months ended June 30, 2009 was €4,195 million, a 13.50% increase over the €3,696 million recorded for the six months ended June 30, 2008.

Impairment on other assets (net)

Impairment on other assets (net) for the six months ended June 30, 2009 amounted to €271 million, an increase from the €6 million recorded for the six months ended June 30, 2008, due primarily to impairment charges for investments in tangible assets and inventories from our real estate businesses.

Gains (losses) in written off assets not classified as non-current assets held for sale

Gains (losses) in written off assets not classified as non-current assets held for sale for the six months ended June 30, 2009 amounted to a gain of €9 million, a decrease from the €21 million gain recorded for the six months ended June 30, 2008.

Gains (losses) in non-current assets held for sale not classified as discontinued operations

Gains (losses) in non-current assets held for sale not classified as discontinued operations for the six months ended June 30, 2009 amounted to a gain of €70 million, a 91.01% decrease from the €779 million gain recorded for the six months ended June 30, 2008. For the six months ended June 30, 2008 the gains (losses) in non-current assets held for sale not classified as discontinued operations, was primarily affected by a gross gain of €727 million from the sale of our stake in Bradesco.

Income before tax

As a result of the foregoing, income before tax for the six months ended June 30, 2009 was €4,003 million, a 10.85% decrease from the €4,490 million recorded for the six months ended June 30, 2008.

Income tax

Income tax for the six months ended June 30, 2009 amounted to €961 million, a 20.80% decrease from the €1,213 million recorded for the six months ended June 30, 2008, due to lower income before tax and higher income exempt from tax.

Net income

As a result of the foregoing net income for the six months ended June 30, 2009 was €3,042 million, a 7.17% decrease from the €3,277 million recorded for the six months ended June 30, 2008.

Profit or loss attributable to minority interest

Profit or loss attributable to minority interest for the six months ended June 30, 2009 was €243 million, a 44.05% increase over the €169 million recorded for the six months ended June 30, 2008, due primarily to greater profits obtained by certain of our Latin American subsidiaries, primarily in Venezuela, Peru and Chile, which have minority shareholders.

Net income attributed to parent company

Net income attributed to parent company for the six months ended June 30, 2009 was €2,799 million, a 9.95% decrease from the €3,108 million recorded for the six months ended June 30, 2008. Excluding the one-off items in the first half of 2008 described above, the net income attributed to parent company for the six months ended June 30, 2008 was €2,928 million.

Results of Operations by Business Areas for the Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008

Spain and Portugal


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		2,458			2,331			5.45	%
Net fees and commissions		756			825			(8.38	)%
Net gains (losses) on financial assets and liabilities and exchange differences		110			136			(19.12	)%
Other operating income and expenses (net)		234			222			5.70	%
GROSS INCOME		3,558			3,514			1.26	%
Administration costs		(1,170	)		(1,249	)		(6.33	)%
Depreciation and amortization		(53	)		(59	)		(9.50	)%
Impairment on financial assets (net)		(504	)		(351	)		43.30	%
Provisions (net) and other gains (losses)		(21	)		8			n.m.	⁽¹⁾
INCOME BEFORE TAX		1,810			1,863			(2.86	)%
Income tax		(540	)		(571	)		(5.51	)%
NET INCOME		1,270			1,292			(1.69	)%
Profit or loss attributed to minority interest		—			—			n.m.	⁽¹⁾
NET INCOME ATTRIBUTED TO PARENT COMPANY		1,270			1,292			(1.69	)%


⁽¹⁾		Not meaningful

Net interest income

Net interest income for the six months ended June 30, 2009 was €2,458 million, a 5.45% increase over the €2,331 million recorded for the six months ended June 30, 2008, due to a successful pricing policy. Interest rate cuts did not prevent the yield on loans to domestic customers in Spain from continuing its upward trend of the last two years. However, this was partially offset by an increase in the costs of deposits, mainly due to structural changes in customer funds, with time deposits playing an ever-increasing role.

Net fees and commissions

Net fees and commissions of this business area amounted to €756 million for the six months ended June 30, 2009, a 8.38% decrease from the €825 million recorded for the six months ended June 30, 2008, due primarily to the drop in fees from mutual and pension funds and other market-related products.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains on financial assets and liabilities and exchange differences of this business area for the six months ended June 30, 2009 was €110 million, a 19.12% decrease from the net gains of €136 million for the six months ended June 30, 2008, due primarily to lower activity levels given market volatility.

Other operating income and expenses (net)

Other operating income and expenses (net) of this business area for the six months ended June 30, 2009 was €234 million, a 5.70% increase over the €222 million recorded for the six months ended June 30, 2008, mainly due to decreased expenses related to this business area’s insurance businesses.

Gross income

As a result of the foregoing, gross income of this business area for the six months ended June 30, 2009 was €3,558 million, a 1.26% increase over the €3,514 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 was €1,170 million, a 6.33% decrease from the €1,249 million recorded for the six months ended June 30, 2008, due primarily to the Group’s transformation plan, which helped to reduce wages and salaries, and thorough continued streamlining of the branch network.

Impairment on financial assets (net)

Impairment on financial assets (net) of this business for the six months ended June 30, 2009 was €504 million, a 43.59% increase over the €351 million recorded for the six months ended June 30, 2008, due primarily to the significant increase in substandard loans as a result of the economic downturn. The business area’s non-performing loan ratio increased substantially to 3.7% as of June 30, 2009 from 1.2% as of June 30, 2008.

Income before tax

As a result of the foregoing, income before tax of this business area for the six months ended June 30, 2009 was €1,810 million, a 2.86% decrease from the €1,863 million recorded for the six months ended June 30, 2008.

Income tax

Income tax of this business area for the six months ended June 30, 2009 was €540 million, a 5.51% decrease from the €571 million recorded for the six months ended June 30, 2008, primarily as a result of the decrease in income before tax.

Net income attributed to parent company

As a result of the foregoing, net income attributed to parent company of this business area for the six months ended June 30, 2009 was €1,270 million, a 1.69% decrease from the €1,292 million recorded for the six months ended June 30, 2008.

Wholesale Banking and Asset Management


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		573			259			120.84	%
Net fees and commissions		262			210			24.45	%
Net gains (losses) on financial assets and liabilities and exchange differences		49			294			(83.46	)%
Other operating income and expenses (net)		139			257			(45.94	)%
GROSS INCOME		1,022			1,020			0.18	%
Administration costs		(259	)		(246	)		5.28	%
Depreciation and amortization		(5	)		(4	)		25.00	%
Impairment on financial assets (net)		(14	)		(78	)		(82.05	)%
Provisions (net) and other gains (losses)		—			5			n.m.	⁽¹⁾
INCOME BEFORE TAX		744			697			6.72	%
Income tax		(203	)		(138	)		47.70	%
NET INCOME		541			559			(3.34	)%
Profit or loss attributed to minority interest		(2	)		(2	)		0.00	%
NET INCOME ATTRIBUTED TO PARENT COMPANY		539			557			(3.35	)%


⁽¹⁾		Not meaningful.

Net interest income and net gains (losses) on financial assets and liabilities and exchange differences

For internal management purposes, “net interest income” and “net gains (losses) on financial assets and liabilities and exchange differences” for this business area are analyzed together. Net interest income includes the cost of funding of the market operations whose revenues are accounted for in the heading “Net gains (losses) on financial assets and liabilities and exchange differences”.

Net interest income amounted to €573 million for the six months ended June 30, 2009, compared to €259 million for the six months ended June 30, 2008. Net gains (losses) on financial assets and liabilities and exchange differences amounted to €49 million, compared to €294 million for the six months ended June 30, 2008. The sum of these heading for the six months ended June 30, 2009 was €622 million, a 12.48% increase over the €553 million recorded for the six months ended June 30, 2008, due primarily to active price management and an increase in the number of customer transactions.

Net fees and commissions

Net fees and commissions of this business area for the six months ended June 30, 2009 was €262 million, a 24.45% increase from €210 million recorded for the six months ended June 30, 2008, mainly due to the fact that the area has increased its strategic focus on customers with the potential to generate high business volumes.

Other operating income and expenses (net)

Other operating income and expenses (net) of this business area for the six months ended June 30, 2009 was €139 million, a decrease of 45.94% from the €257 million recorded for the six months ended June 30, 2008, primarily reflecting the gains recognized on the sale of ownership interests in Gamesa in 2008.

Gross income

As a result of the foregoing, gross income of this business area for the six months ended June 30, 2009 was €1,022 million, a 0.18% increase from the €1,020 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 were €259 million, a 5.28% increase over the €246 million recorded for the six months ended June 30, 2008, due primarily to an increase in the variable remuneration of the employees during the period in connection with growth of business in the area.

Impairment on financial assets (net)

Impairment on financial assets (net) of this business area for the six months ended June 30, 2009 was €14 million, an 82.05% decrease from the €78 million recorded for the six months ended June 30, 2008,

mainly due to a lower risk profile with a focus on customers with higher credit quality and larger business potential. Despite this focus, the non-performing loan ratio of this business area was 0.7% as of June 30, 2009 compared to 0.0% as of June 30, 2008.

Income before tax

As a result of the foregoing, income before tax of this business area for the six months ended June 30, 2009 was €744 million, a 6.72% increase from the €697 million recorded for the six months ended June 30, 2008.

Net income attributed to parent company

Net income attributed to parent company of this business area for the six months ended June 30, 2009 was €539 million, a 3.35% decrease from the €557 million recorded for the six months ended June 30, 2008.

Mexico


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		1,683			1,816			(7.36	)%
Net fees and commissions		535			618			(13.44	)%
Net gains (losses) on financial assets and liabilities and exchange differences		221			247			(10.22	)%
Other operating income and expenses (net)		64			40			58.85	%
GROSS INCOME		2,503			2,721			(8.01	)%
Administration costs		(753	)		(847	)		(11.10	)%
Depreciation and amortization		(33	)		(40	)		(19.60	)%
Impairment on financial assets (net)		(740	)		(448	)		65.30	%
Provisions (net) and other gains (losses)		(15	)		(64	)		(76.40	)%
INCOME BEFORE TAX		962			1,322			(27.26	)%
Income tax		(237	)		(372	)		(36.50	)%
NET INCOME		725			950			(23.64	)%
Profit or loss attributed to minority interest		(1	)		—			n.m.	⁽¹⁾
NET INCOME ATTRIBUTED TO PARENT COMPANY		724			950			(23.70	)%


⁽¹⁾		Not meaningful.

As discussed above under “Presentation of Financial Information Factors Affecting the Comparability of our Results of Operations and Financial Condition”, the average Mexican peso to euro exchange rate for the six months ended June 30, 2009 increased compared to the average exchange rate for the six months ended June 30, 2008 resulting in a negative exchange rate effect on the income statement for the six months ended June 30, 2009.

Net interest income

Net interest income of this business area for the six months ended June 30, 2009 was €1,683 million, a 7.36% decrease from the €1,816 million recorded for the six months ended June 30, 2008. However, at constant exchange rates, net interest income actually climbed 5.2% year-on-year, due primarily to the strong performance in retail banking (where demand deposits and customer loans both registered growth), as well as an active pricing policy. Positive price management has helped the area offset the current product-portfolio’s lower contribution to net interest income. The percentage of higher-margin products held or used by the area’s customers has decreased (namely, consumer credit and cards), which has been partially offset by the increase in lower-margin products (lending to SMEs, corporations and mortgages) held by or used by the area’s customers. Despite the decrease for the six months ended June 30, 2009 compared to the same period in 2008, conditions in Mexico gradually improved as the first half of 2009 progressed. Interbank interest rates continued falling in the second quarter of 2009 (the average Interbank Equilibrium Interest Rate (TIIE) was 5.9%, compared to 8.0% in the first quarter of 2009). This decrease, together with the adjustment in business mix (less weight given to consumer finance and credit cards), was reflected in the yield on loans. The latter fell 88 basis points compared to the first quarter of 2009 and the cost of deposits retreated 74 basis points compared to the first quarter of 2009. This led to a slight narrowing of the customer spread, which was 11.82% in the second quarter of 2009 compared to 11.96% in the first of 2009.

Net fees and commissions

Net fees and commissions of this business area for the six months ended June 30, 2009 was €535 million, a 13.44% decrease from the €618 million recorded for the six months ended June 30, 2008, due primarily to the lower pace of growth in credit cards.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains (losses) on financial assets and liabilities and exchange differences of this business area for the six months ended June 30, 2009 was €221 million, a 10.22% decrease from the €247 million for the six months ended June 30, 2008. The first half of 2008 included non-recurring gains from the sales of shares in the initial public offering of Visa Inc. and there was no comparable transaction in the first half of 2009.

Other operating income and expenses (net)

Other operating income and expenses (net) of this business area for the six months ended June 30, 2009 was €64 million a 58.85% increase over the €40 million recorded for the six months ended June 30, 2008, due primarily to an increase in income from the pension and insurance businesses.

Gross income

As a result of the foregoing, gross income of this business area for the six months ended June 30, 2009 was €2,503 million, a 8.01% decrease from the €2,721 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 were €753 million, a 11.10% decrease from the €847 million recorded for the six months ended June 30, 2008. In the latter part of 2008 we instituted certain cost-control programs to limit the rate of local currency growth in administration costs in this business area, whose effects began to be felt in the first half of 2009.

Impairment on financial assets (net)

Impairment on financial assets (net) of this business area for the six months ended June 30, 2009 was €740 million, a 65.30% increase over the €448 million recorded for the six months ended June 30, 2009 due primarily to increases from the consumer loan and credit card segments due to a general deterioration in economic conditions. As of June 30, 2009, the non-performing loan ratio stood at 3.9%, increasing significantly from 2.3% as of June 30, 2008.

Income before tax

As a result of the foregoing, income before tax of this business area for the six months ended June 30, 2009 was €962 million, a 27.26% decrease compared to the €1,322 million recorded for the six months ended June 30, 2008.

Net income attributed to parent company

Net income attributed to parent company of this business area for the six months ended June 30, 2009 was €724 million, a 23.70% decrease over the €950 million recorded for the six months ended June 30, 2008.

United States


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		743			634			17.21	%
Net fees and commissions		279			269			3.68	%
Net gains (losses) on financial assets and liabilities and exchange differences		75			80			(5.83	)%
Other operating income and expenses (net)		(25	)		15			n.m.	⁽¹⁾
GROSS INCOME		1,072			998			7.51	%
Administration costs		(541	)		(518	)		4.44	%
Depreciation and amortization		(106	)		(118	)		(10.17	)%
Impairment on financial assets (net)		(277	)		(123	)		n.m.	⁽¹⁾
Provisions (net) and other gains (losses)		(21	)		5			n.m.	⁽¹⁾
INCOME BEFORE TAX		127			244			(47.99	)%
Income tax		(42	)		(80	)		(47.84	)%
NET INCOME		85			164			(48.06	)%
Profit or loss attributed to minority interest		—			—			n.m.	⁽¹⁾
NET INCOME ATTRIBUTED TO PARENT COMPANY		85			164			(48.06	)%


⁽¹⁾		Not meaningful.

As discussed above under “Presentation of Financial Information Factors Affecting the Comparability of our Results of Operations and Financial Condition”, the average dollar to euro exchange rate for the six months ended June 30, 2009 decreased compared to the average exchange rate for the six months ended June 30, 2008 resulting in a positive exchange-rate effect on the income statement for the six months ended June 30, 2009.

Net interest income

Net interest income of this business area for the six months ended June 30, 2009 was €743 million, a 17.21% increase (an increase of 2.1% at constant exchange rates) over the €634 million recorded for the six months ended June 30, 2008, due to increased volumes of activity, a lower average dollar/euro, exchange rate and our active pricing policy.

Net fees and commissions

Net fees and commissions of this business area for the six months ended June 30, 2009 was €279 million, a 3.68% increase over the €269 million recorded for the six months ended June 30, 2008.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains (losses) on financial assets and liabilities and exchange differences of this business area for the six months ended June 30, 2009 were €75 million, a 5.83% decrease compared to the €80 million recorded for the six months ended June 30, 2008.

Other operating income and expenses (net)

Other operating income and expenses (net) of this business area for the six months ended June 30, 2009 was a loss of €25 million, compared to a gain of €15 million recorded for the six months ended June 30, 2008, due primarily to higher contributions to the deposit guarantee fund, as a result of the one-off $28 million contribution made during the second quarter of 2009 to the Federal Deposit Insurance Corporation (FDIC).

Gross income

As a result of the foregoing, gross income of this business area for the six months ended June 30, 2009 was €1,072 million, a 7.51% increase over the €998 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 were €541 million, a 4.44% increase over the €518 million recorded for the six months ended June 30, 2008 primarily as a result of the exchange rate effects described above.

Impairment on financial assets (net)

Impairment on financial assets (net) for the six months ended June 30, 2009 was €277 million, compared with €123 million recorded for the six months ended June 30, 2008, due to the write off impaired

assets in light of the country’s economic situation.The non-performing loans ratio was 4.5% as of June 30, 2009, increasing sharply from 2.4% as of June 30, 2008.

Income before tax

As a result of the foregoing, the income before tax of this business area for the six months ended June 30, 2009 was €127 million, a 47.99% decrease from the €244 million recorded for the six months ended June 30, 2008.

Net income attributed to parent company

Net income attributed to parent company of this business area for the six months ended June 30, 2009 was €85 million, a 48.06% decrease from the €164 million for the six months ended June 30, 2008.

South America


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		1,210			999			21.18	%
Net fees and commissions		410			369			11.08	%
Net gains (losses) on financial assets and liabilities and exchange differences		265			138			92.26	%
Other operating income and expenses (net)		(9	)		1			n.m.	⁽¹⁾
GROSS INCOME		1,876			1,507			24.52	%
Administration costs		(687	)		(622	)		10.45	%
Depreciation and amortization		(57	)		(48	)		19.70	%
Impairment on financial assets (net)		(212	)		(144	)		47.00	%
Provisions (net) and other gains (losses)		(8	)		1			n.m.	⁽¹⁾
INCOME BEFORE TAX		912			694			31.33	%
Income tax		(202	)		(169	)		19.22	%
NET INCOME		710			525			35.23	%
Profit or loss attributed to minority interest		(247	)		(174	)		41.54	%
NET INCOME ATTRIBUTED TO PARENT COMPANY		463			351			32.09	%


⁽¹⁾		Not meaningful.

As discussed above under “Factors Affecting the Comparability of our Results of Operations and Financial Condition”, in 2009, the depreciation of certain of the currencies in the countries in which we operate in South America against the euro negatively affected the results of operations of certain of our Latin American our subsidiaries in euro terms where the appreciation of certain currencies in other countries in which we operate in South America against the euro positively affected the results of operations of certain our Latin American subsidiaries in euro terms.

Net interest income

Net interest income of this business area for the six months ended June 30, 2009 was €1,210 million, a 21.18% increase over the €999 million recorded for the six months ended June 30, 2008, due primarily to the larger business volumes (as of June 30, 2009, lending increased 11.5% compared to the loan book as of June 30, 2008) and more favorable customers spreads.

Net Fees and Commissions

Net fees and commissions of this business area for the six months ended June 30, 2009 was €410 million, an 11.08% increase over the €369 million recorded for the six months ended June 30, 2009, mainly due to an increase in banking commissions due primarily a larger business volumes.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains (losses) on financial assets and liabilities and exchange differences of this business area for the six months ended June 30, 2009 was €265 million, a 92.26% increase over the €138 million recorded for the six months ended June 30, 2008, due to recovery in the financial markets, which enabled some entities to realize capital gains on their fixed income portfolios as well as higher returns on proprietary trading positions held by the pension fund managers and insurance providers.

Gross income

As a result of the foregoing, the gross income of this business area for the six months ended June 30, 2009 was €1,876 million, a 24.52% increase over the €1,507 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 were €687 million, a 10.45% increase over the €622 million recorded for the six months ended June 30, 2008, due primarily to growth rates that were in line with average inflation in the region.

Impairment on financial assets (net)

Impairment on financial assets (net) of this business area for the six months ended June 30, 2009 was €212 million, a 47.00% increase over the €144 million recorded for the six months ended June 30, 2008, mainly due to generic provisions attributable to the rise in lending volume as under Bank of Spain rules recently-made loans require higher generic provisions than older loans in our portfolio. The business area’s non-performing loan ratio was 2.6% as of June 30, 2009 compared to 2.2% as of June 30, 2008.

Income before tax

As a result of the foregoing, income before tax of this business area for the six months ended June 30, 2009 was €912 million, a 31.33% increase over the €694 million recorded for the six months ended June 30, 2008.

Net income attributed to parent company

Net income attributed to parent company of this business area for the six months ended June 30, 2009 was €463 million, a 32.09% increase over the €351 million for the six months ended June 30, 2008.

Corporate Activities


	Six months ended June 30,						Change
	2009			2008			2009/2008
	(in millions of euros)						(%)
NET INTEREST INCOME		192			(484	)		n.m.	⁽¹⁾
Net fees and commissions		(60	)		(7	)		n.m.	⁽¹⁾
Net gains (losses) on financial assets and liabilities and exchange differences		78			265			(70.34	)%
Other operating income and expenses (net)		139			93			50.08	%
GROSS INCOME		349			(133	)		n.m.	⁽¹⁾
Administration costs		(324	)		(335	)		(3.28	)%
Depreciation and amortization		(99	)		(69	)		44.10	%
Impairment on financial assets (net)		(199	)		(18	)		n.m.	⁽¹⁾
Provisions (net) and other gains (losses)		(280	)		225			n.m.	⁽¹⁾
INCOME BEFORE TAX		(552	)		(331	)		67.01	%
Income tax		262			117			123.98	%
NET INCOME		(290	)		(214	)		35.86	%
Profit or loss attributed to minority interest		7			9			(16.91	)%
NET INCOME ATTRIBUTED TO PARENT COMPANY		(283	)		(205	)		38.14	%


⁽¹⁾		Not meaningful.

Net interest income

Net interest income of this business area for the six months ended June 30, 2009 was €192 million, compared to a loss of €484 million recorded for the six months ended June 30, 2008, due primarily to the favorable impact of lower interest rates and our strong balance sheet management.

Net gains (losses) on financial assets and liabilities and exchange differences

Net gains (losses) on financial assets and liabilities and exchange differences of this business area for the six months ended June 30, 2009 were €78 million, a 70.34% decrease from the €265 million recorded for the six months ended June 30, 2008. The first half of 2008 included €106 million of non-recurring gains from the sale of shares in the initial public offering of Visa Inc. and there was no comparable transaction in the first half of 2009.

Other operating income and expense (net)

Other income (net) of this business area for the six months ended June 30, 2009 was €139 million, a 50.08% increase over the €93 million recorded for the six months ended June 30, 2008, due to lower income from non-banking businesses.

Gross income

As a result of the foregoing, gross income of this business area for the six months ended June 30, 2009 was €349 million, compared with a loss of €133 million recorded for the six months ended June 30, 2008.

Administration costs

Administration costs of this business area for the six months ended June 30, 2009 were €324 million, a 3.28% decrease from the €335 million recorded for the six months ended June 30, 2008, due to the effectiveness of cost controls derived from the transformation and restructuring plans in Group’s headquarters.

Impairment on financial assets (net)

Impairment on financial assets (net) for the six months ended June 30, 2009 came to €199 million, compared with the €18 million recorded in the same period in 2008, due primarily to the increase of country risk provisions related to Brazil due to the reclassification of Brazil as a “country with transitory difficulties” by the Bank of Spain.

Provisions (net) and other gains (losses)

Provisions (net) and other gains (losses) of this business area for the six months ended June 30, 2009 was a loss of €280 million, compared with a gain of €225 million recorded for the six months ended June 30, 2008, due primarily to impairments derived from investments in tangible assets and inventories from our real estate businesses in the first half of 2009; whereas, in the first half of 2008 the unit recognized one-off gains and losses relating to the sale of a stake in Bradesco and exceptional early employee retirements.

Income before tax

As a result of the foregoing, income before tax of this business area for the six months ended June 30, 2009 was a loss of €552 million, compared with a loss of €331 million recorded for the six months ended June 30, 2008.

Net income attributed to parent company

Net income attributed to parent company of this business area for the six months ended June 30, 2009 was a loss of €283 million, compared with a loss of €205 million for the six months ended June 30, 2008. Stripping out the aforementioned non-recurring gains in 2008, the loss for the six months ended June 30, 2008 would have been €385 million.

Material Differences between U.S. GAAP and EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004

Our Interim Consolidated Financial Statements have been prepared in accordance with EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, which differ in certain respects from U.S. GAAP. The tables included in Exhibit I: U.S. GAAP Reconciliation, give the effect that application of U.S. GAAP would have on net income for the period and stockholders’ equity as reported under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

Reconciliation to U.S. GAAP

As of June 30, 2009, December 31, 2008 and June 30, 2008, shareholders’ equity attributable to parent company under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 was €28,682 million, €25,656 million and €25,094 million, respectively.

As of June 30, 2009, December 31, 2008 and June 30, 2008, shareholders’ equity attributable to parent company in accordance with U.S. GAAP was €35,706 million, €32,744 million and €32,994 million, respectively.

The increase in shareholders’ equity attributable to parent company under U.S. GAAP as of June 30, 2009, December 31, 2008 and June 30, 2008 as compared to shareholders’ equity attributable to parent company under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 at each of those dates is principally due to the goodwill that arose from the business combinations with Argentaria (2000) and BBVA Bancomer, S.A. de C.V. (2004).

For the six months ended June 30, 2009, the year ended December 31, 2008 and for the six months ended June 30, 2008, net income attributed to parent company under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 was €2,799 million, €5,020 million and €3,108 million, respectively.

For the six months ended June 30, 2009, the year ended December 31, 2008 and for the six months ended June 30, 2008, net income under U.S. GAAP was €2,692 million, €4,070 million and €2,770 million, respectively.

The differences in net income for the six months ended June 30, 2009 under U.S. GAAP as compared with net income attributed to parent company for the six months ended June 30, 2009 under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 are principally due to the reconciliation item “Valuation of assets”.

See Exhibit I: U.S. GAAP Reconciliation, for a quantitative reconciliation of net income attributed to parent company and stockholders’ equity from EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 to U.S. GAAP.

Liquidity and Capital Resources

Our principal source of funds is our customer deposit base, which consists primarily of demand, savings and time deposits. In addition to relying on our customer deposits, we also access the interbank market (overnight and time deposits) and domestic and international capital markets for our additional liquidity requirements. To access the capital markets, we have in place a series of domestic and international programs for the issuance of commercial paper and medium- and long-term debt. We also generally maintain a diversified portfolio of liquid assets and securitized assets. Another source of liquidity is our generation of cash flow. Finally, we supplement our funding requirements, to a very limited extent, with borrowings from the Bank of Spain, mostly short-term and at market interest rates, which is a common practice in Spain.

The following table shows the balances as of June 30, 2009 and December 31, 2008 of our principal sources of funds (including accrued interest, hedge transactions and issue expenses):


	As of June 30,		As of December 31,
	2009		2008
	(in millions of euros)
Customer deposits		249,096		255,236
Due to credit entities		76,919		66,805
Debt securities in issue		119,489		121,144
Other financial liabilities		6,985		7,420

Total		452,489		450,605

Customer deposits

Customer deposits amounted to €249,096 million as of June 30, 2009, compared to €255,236 million as of December 31, 2008. Our customer deposits, excluding assets sold under repurchase agreements amounted to €236,792 million as of June 30, 2009, compared to €239,007 million as of December 31, 2008.

Due to credit entities

Amounts due to credit entities amounted to €76,919 million as of June 30, 2009 from €66,805 million as of December 31, 2008. The increase was primarily a result of our participation in an auction in the European Central Bank for an amount of €11,000 million.

Capital markets

We have increased debt issuances in the domestic and international capital markets in order to finance our activities and as of June 30, 2009 we had €102,486 million of senior debt outstanding, comprising €74,296 million in bonds and debentures and €28,190 million in promissory notes and other securities, compared to €104,157 million, €84,172 million and €19,985 million outstanding as of December 31, 2008, respectively. See Note 22.4 to the Interim Consolidated Financial Statements. In addition, we had a total of €10,826 million in subordinated debt and €5,506 million in preferred stock outstanding as of June 30, 2009, and included in the total of debt securities in issue, compared to €10,785 million and €5,464 million outstanding as of December 31, 2008, respectively. See Note 22.4 to the Interim Consolidated Financial Statements.

The average maturity of our outstanding debt as of June 30, 2009 was the following:


Senior debt		4.5 years
Subordinated debt (excluding preference shares)		8.4 years

The cost and availability of debt financings are influenced by credit ratings. A reduction in these ratings could increase the cost of, and reduce our access to, debt financing. As of June 30, 2009, our credit ratings were as follows:

Short

Long

Financial

Term

Strength

Outlook

Moody’s

P-1

Aa1

Stable

Fitch-IBCA

F-1+

AA-

A/B

Positive

Standard & Poor’s

A-1+

—

Negative

On July 31, 2009, Moody’s Investor Service lowered BBVA’s senior debt rating to “Aa2” with “negative outlook” from “Aa1” with “stable outlook” and affirmed BBVA’s short-term ratings at “P-1”. On the same date, Moody’s Investor Service also confirmed the ratings of BBVA’s covered bonds (Aaa), senior debt (Aa2) and subordinated debt (Aa3) and lowered the ratings of BBVA’s preferred shares from Aa3 to A2.

Generation of Cash Flow

We operate in Spain, Mexico, the United States and over 30 other countries, mainly in Europe and Latin America. Our banking subsidiaries around the world are subject to supervision and regulation by a variety of regulatory bodies relating to, among other things, the satisfaction of minimum capital requirements. The obligation to satisfy such capital requirements may affect the ability of our banking subsidiaries to transfer funds to our parent company in the form of cash dividends, loans or advances, capital repatriation or otherwise. In addition, under the laws of the various jurisdictions where our subsidiaries are incorporated, dividends may only be paid out of funds legally available therefor.

Even where minimum capital requirements are met and funds are legally available therefor, the relevant regulator could advise against the transfer of funds to us in the form of cash dividends, loans or advances, for prudence reasons or otherwise.

There is no assurance that in the future other similar restrictions will not be adopted or that, if adopted, they will not negatively affect our liquidity. The geographic diversification of our businesses, however, could help to limit the effect on the Group any restrictions that could be adopted in any given country.

We believe that our working capital is sufficient for our present requirements and to pursue our planned business strategies.

Capital

Under the Bank of Spain’s capital adequacy regulations, as of June 30, 2009 and December 31, 2008, we were required to have a ratio of consolidated stockholders’ equity to risk-weighted assets and off-balance sheet items (net of certain amounts) of not less than 8%. As of June 30, 2009, this ratio was 11.33%, up from 11.17% as of December 31, 2008, and our stockholders’ equity exceeded the minimum level required by 41.6%, up from 39.7% as of December 31, 2008.

Based on the framework of Basel II and using such additional assumptions as we consider appropriate, we have estimated that as of June 30, 2009 and December 31, 2008 our consolidated Tier I risk-based capital ratio was 8.2% and 7.9%, respectively, and our consolidated total risk-based capital ratio (consisting of both Tier I capital and Tier II capital) was as of each such date 12.2%. Basel II recommends that these ratios be at least 4% and 8%.

Off-Balance Sheet Arrangements

In addition to loans, we had outstanding the following contingent liabilities and commitments as of each of the dates indicated:


	As of June 30,		As of December 31,
	2009		2008
	(in millions of euros)
Contingent liabilities:
Rediscounts, endorsements and acceptances		42		81
Guarantees and other sureties		27,014		27,649
Other contingent liabilities		7,365		8,222

Total contingent liabilities		34,421		35,952

Commitments:
Balances drawable by third parties:
Credit entities		2,254		2,021
Public authorities		3,417		4,221
Other domestic customers		33,091		37,529
Foreign customers		46,378		48,892

Total balances drawable by third parties		85,140		92,663
Other commitments		7,583		6,234

Total commitments		92,723		98,897

Total contingent liabilities and commitments		127,144		134,849

In addition to the contingent liabilities and commitments described above, the following table provides information regarding off-balance-sheet funds managed by us as of June 30, 2009 and December 31, 2008:


			As of
	As of June		December 31,
	30, 2009		2008
	(in millions of euros)
Mutual funds		38,453		37,076
Pension funds		51,291		42,701
Other managed assets		25,636		24,582

Total		115,380		104,359

See Note 37 to the Interim Consolidated Financial Statements for additional information with respect to our off-balance sheet arrangements.

MAJOR SHAREHOLDERS

As of June 30, 2009 to our knowledge, no person, corporation or government owned beneficially, directly or indirectly, five percent or more of BBVA’s shares. BBVA’s major shareholders do not have voting rights which are different from those held by the rest of its shareholders. To the extent known to us, BBVA is not controlled, directly or indirectly, by any other corporation, government or any other natural or legal person. As of June 30, 2009, there were 923,005 registered holders of BBVA’s shares, with 3,747,969,121 shares, of which 207 shareholders with registered addresses in the United States hold a total of 799,073,996 shares (including shares represented by American Depositary Receipts (“ADRs”)). Since certain of such shares and ADRs are held by nominees, the foregoing figures are not representative of the number of beneficial holders. BBVA’s directors and executive officers did not own any ADRs as of June 30, 2009.

SUBSEQUENT EVENTS

Between July 1, 2009 and the date of this filing Form 6-K, other events have taken place as follows:

•

On July 8, 2009, the BBVA Board of Directors approved the distribution, as the first gross interim dividend against 2009 results, of a dividend of €0.09 per issued and outstanding BBVA ordinary share. The dividend was paid on July 10, 2009, according to the regulations applicable to the depositary entities.

•

On August 21, 2009, BBVA Compass announced that it acquired the banking operations of Guaranty Bank based in Austin, Texas from the Federal Deposit Insurance Corporation (FDIC), effective immediately. BBVA Compass acquired $12.0 billion of assets and assumed $11.5 billion of deposits and entered into a loss sharing agreement with the FDIC that covers all of the acquired loans, where

the FDIC will bear 80% of the first $2.3 billion of losses and 95% of the losses above that threshold. At the date of acquisition, Guaranty Bank operated 105 branches in Texas and 59 branches in California.

The acquisition results in BBVA Compass being the 15th largest U.S. commercial bank in terms of deposits with approximately $49 billion in deposits and operations in seven high growth markets in the Sunbelt: Texas, Alabama, Arizona, California, Florida, Colorado and New Mexico. This strategic acquisition significantly strengthens BBVA Compass’ existing presence in Texas, solidifying its ranking as the 4th largest bank in Texas based on its deposit market share, which increased from 4.9% to 6.4% as a result of the acquisition. The acquisition also extends BBVA Compass’ general banking business into the attractive, high growth California market.

The financial statements of the business acquired are not presented seperately because none of the conditions required by Rule 3-05 of Regulations S-X are satisfied.

•

On September 25, 2009, BBVA sold 948 fixed assets (mainly branch offices and various individual properties) to a third-party real estate investor. At the same time, BBVA signed a sale and leaseback long-term contract with such investor, which includes an option to repurchase the properties at fair values, exercisable by the Group on the agreed dates (in most cases, the termination date of each lease agreement). The price of sale was €1,154 million, generating capital gains of approximately €830 million.

•

On September 29, 2009, the BBVA Board of Directors approved the distribution, as the second gross interim dividend against 2009 results, of a dividend of €0.09 per issued and outstanding BBVA ordinary share. The dividend will be paid as of October 12, 2009, according to the regulations applicable to the depositary entities through which payment will be made.

•

On September 29, 2009, the BBVA Board of Directors agreed to appoint D. Ángel Cano Fernández as President and Chief Operating Officer, in substitution of D. José Ignacio Goirigolzarri Tellaeche who leaves the Board.

•

On September 30, 2009, BBVA issued bonds in an aggregate principal amount of €2,000 million mandatorily convertible into ordinary shares of BBVA on October 15, 2014. Before this date, the bonds are convertible into ordinary shares at BBVA’s option on the terms set forth in the corresponding prospectus, which was registered with the Spanish National Securities Market Commission on September 17, 2009.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO
VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008 (Notes 1 to 5)


			Millions of euros
	Note		June-09		*December-08()**

ASSETS
CASH AND BALANCES WITH CENTRAL BANKS		9		23,053		14,659

FINANCIAL ASSETS HELD FOR TRADING		10		71,064		73,299

Loans and advances to credit institutions				—		—

Loans and advances to customers				—		—

Debt securities				32,618		26,556

Other equity instruments				4,650		5,797

Trading derivatives				33,796		40,946

OTHER FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS		11		2,088		1,754

Loans and advances to credit institutions				—		—

Loans and advances to customers				—		—

Debt securities				518		516

Other equity instruments				1,570		1,238

AVAILABLE-FOR-SALE FINANCIAL ASSETS		12		57,385		47,780

Debt securities				49,619		39,831

Other equity instruments				7,766		7,949

LOANS AND RECEIVABLES		13		352,905		369,494

Loans and advances to credit institutions				24,533		33,856

Loans and advances to customers				327,926		335,260

Debt securities				446		378

HELD-TO-MATURITY INVESTMENTS		14		5,099		5,282

FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK				—		—

HEDGING DERIVATIVES		15		3,804		3,833

NON-CURRENT ASSETS HELD FOR SALE		16		1,023		444

INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD		17		1,407		1,467

Associates				942		894

Jointly controlled entities				465		573

INSURANCE CONTRACTS LINKED TO PENSIONS				—		—

REINSURANCE ASSETS		18		40		29

TANGIBLE ASSETS		19		6,502		6,908

Property, plants and equipment				4,818		5,174

Own use				4,127		4,442

Other assets leased out under an operating lease				691		732

Investment properties				1,684		1,734

INTANGIBLE ASSETS		20		8,363		8,439

Goodwill				7,609		7,659

Other intangible assets				754		780

TAX ASSETS		32		5,987		6,484

Current				1,155		1,266

Deferred				4,832		5,218

OTHER ASSETS		21		3,914		2,778

Inventories				1,636		1,066

Other				2,278		1,712

TOTAL ASSETS				542,634		542,650


(*)		Presented for comparison purposes only.

The accompanying Notes 1 to 57 and Appendices I to IX are an integral part of the consolidated balance sheet as of June 30, 2009.

F-4

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO
VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008 (Notes 1 to 5)


			Millions of euros
	Note		June-09		*December-08()**

LIABILITIES AND EQUITY
FINANCIAL LIABILITIES HELD FOR TRADING		10		37,529		43,009

Deposits from central banks				—		—

Deposits from credit institutions				—		—

Deposits from customers				—		—

Debt certificates				—		—

Trading derivatives				35,139		40,309

Short positions				2,390		2,700

Other financial liabilities				—		—

OTHER FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS		11		1,295		1,033

Deposits from central banks				—		—

Deposits from credit institutions				—		—

Deposits from customers				—		—

Debt certificates				—		—

Subordinated liabilities				—		—

Other financial liabilities				1,295		1,033

FINANCIAL LIABILITIES AT AMORTISED COST		22		452,489		450,605

Deposits from central banks				26,979		16,844

Deposits from credit institutions				49,940		49,961

Deposits from customers				249,096		255,236

Debt certificates				102,486		104,157

Subordinated liabilities				17,003		16,987

Other financial liabilities				6,985		7,420

FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK				—		—

HEDGING DERIVATIVES		15		1,525		1,226

LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE		16		—		—

LIABILITIES UNDER INSURANCE CONTRACTS		23		6,822		6,571

PROVISIONS		24		8,588		8,678

Provisions for pensions and similar obligations				6,296		6,359

Provisions for taxes				299		263

Provisions for contingent exposures and commitments				355		421

Other provisions				1,638		1,635

TAX LIABILITIES		32		1,726		2,266

Current				409		984

Deferred				1,317		1,282

OTHER LIABILITIES		21		2,759		2,557

TOTAL LIABILITIES				512,733		515,945


(*)		Presented for comparison purposes only.

F-5


			Millions of euros
	Note		June-09			*December-08()**

LIABILITIES AND EQUITY (Continuation)
STOCKHOLDERS’ FUNDS				29,383			26,586

Capital		27		1,837			1,837

Issued				1,837			1,837

Unpaid and uncalled (-)				—			—

Share premium		28		12,453			12,770

Reserves		29		12,309			9,410

Accumulated reserves (losses)				11,866			8,801

Reserves (losses) of entities accounted for using the equity method				443			609

Other equity instruments				8			89

Equity component of compound financial instruments				1			—

Other				7			89

Less: Treasury shares		30		(23	)		(720	)

Income attributed to the Group				2,799			5,020

Less: Dividends and remuneration				—			(1,820	)

VALUATION ADJUSTMENTS				(701	)		(930	)

Available-for-sale financial assets		12		1,081			931

Cash flow heges				285			207

Hedges of net investment in a foreign operations				180			247

Exchange differences				(2,179	)		(2,231	)

Non-current assets helf for sale				—			—

Entities accounted for using the equity method				(68	)		(84	)

Other valuation adjustments				—			—

MINORITY INTERESTS		26		1,219			1,049

Valuation adjustments				(144	)		(175	)

Other				1,363			1,224

TOTAL STOCKHOLDERS’ EQUITY				29,901			26,705

TOTAL LIABILITIES AND EQUITY				542,634			542,650

Note

June-09

December-08(*)

CONTINGENT EXPOSURES

34,421

35,952

CONTINGENT COMMITMENTS

92,723

98,897


(*)		Presented for comparison purposes only.

The accompanying Notes 1 to 57 and Appendices I to IX are an integral part of the consolidated balance sheet as of June 30, 2009.

F-6

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO
VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED INCOME STATEMENTS FOR THE SIX MONTHS PERIODS ENDED JUNE 30, 2009
AND 2008 (Notes 1 to 5)


			Millions of euros
	Notes		June-09			*June-08()**

INTEREST AND SIMILAR INCOME		38		12,911			14,782

INTEREST EXPENSE AND SIMILAR CHARGES		38		(6,053	)		(9,227	)

NET INTEREST INCOME				6,858			5,555

DIVIDEND INCOME		39		248			241

SHARE OF PROFIT OR LOSS OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD		40		27			173

FEE AND COMMISSION INCOME		41		2,638			2,778

FEE AND COMMISSION EXPENSES		42		(457	)		(494	)

NET GAINS (LOSSES) ON FINANCIAL ASSETS AND LIABILITIES		43		446			1,018

Held for trading				136			280

Other financial instruments at fair value through profit or loss				29			17

Other financial instruments not at fair value through profit or loss				281			721

Other				—			—

NET EXCHANGE DIFFERENCES				352			142

OTHER OPERATING INCOME		44		1,755			1,931

Income on insurance and reinsurance contracts				1,313			1,518

Financial income from non-financial services				229			228

Rest of other operating income				213			185

OTHER OPERATING EXPENSES		44		(1,487	)		(1,718	)

Expenses on insurance and reinsurance contracts				(936	)		(1,226	)

Changes in inventories				(191	)		(195	)

Rest of other operating expenses				(360	)		(297	)

GROSS INCOME				10,380			9,626

ADMINISTRATION COSTS		45		(3,734	)		(3,816	)

Personnel expenses				(2,291	)		(2,343	)

General and administrative expenses				(1,443	)		(1,473	)

DEPRECIATION AND AMORTIZATION				(354	)		(338	)

PROVISIONS (NET)		46		(152	)		(612	)

IMPAIRMENT ON FINANCIAL ASSETS (NET)		47		(1,945	)		(1,164	)

Loans and receivables				(1,869	)		(1,141	)

Other financial instruments not at fair value through profit or loss				(76	)		(23	)

NET OPERATING INCOME				4,195			3,696

IMPAIRMENT ON OTHER ASSETS (NET)		48		(271	)		(6	)

Goodwill and other intangible assets		20		—			—

Other assets				(271	)		(6	)

GAINS (LOSSES) IN WRITTEN OFF ASSETS NOT CLASSIFIED AS NON-CURRENT ASSETS HELD FOR SALE		49		9			21

NEGATIVE GOODWILL				—			—

GAINS (LOSSES) IN NON-CURRENT ASSETS HELD FOR SALE NOT CLASSIFIED AS DISCONTINUED OPERATIONS		50		70			779

INCOME BEFORE TAX				4,003			4,490

INCOME TAX		32		(961	)		(1,213	)

INCOME FROM ORDINARY ACTIVITIES				3,042			3,277

INCOME FROM DISCONTINUED OPERATIONS (NET)				—			—

NET INCOME				3,042			3,277

Net Income attributed to parent company				2,799			3,108

Profit or loss attributable to minority interest		26		243			169


		Units of euros
		June-09		*June-08 ()**

EARNINGS PER SHARE FOR CONTINUING OPERATIONS	5

Basic earnings per share			0.76		0.84

Diluted earnings per share			0.76		0.84


(*)		Presented for comparison purposes only. Income statement and income statement derived information for the six months ended June 30, 2008 have been restated as mentioned in Note 1.3 to consolidated financial statements.

The accompanying Notes 1 to 57 and Appendices I to IX are an integral part of the consolidated income statement for the six months period ended June 30, 2009.

F-7

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO
VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS PERIODS ENDED
JUNE 30, 2009 AND 2008 (Notes 1 to 5)


	Millions of euros
	Total equity attributed to the parent company
	Stockholders’ funds
						Reserves
									Reserves									Profit for
									(losses						Less:			the			Less:
	Share								entities						Treasur			period			dividends
	Capital					Reserves			accoun-ted						y shares			attributed			and			Total									Minority			Total
	(Note		Share			(acumulated			for equity			Other equity			(Note			to parent			remune-			stockholders			Valuation						interest			Stockholders’
	27)		premium			losses)			method)			instruments			30)			company			rations			funds			adjustments			Total			(Note 26)			equity

Balances at January 1, 2009		1,837		12,770			8,801			609			89			720			5,020			1,820			26,586			(930	)		25,656			1,049			26,705
Effects of changes in accounting policies		—		—			—			—			—			—			—			—			—			—			—			—			—
Effect of correction of errors		—		—			—			—			—			—			—			—			—			—			—			—			—
Adjusted initial balance		1,837		12,770			8,801			609			89			720			5,020			1,820			26,586			(930	)		25,656			1,049			26,705
Total income/expense recognized		—		—			—			—			—			—			2,799			—			2,799			229			3,028			275			3,303
Other changes in equity		—		(317	)		3,065			(166	)		(81	)		(697	)		(5,020	)		(1,820	)		(2	)		—			(2	)		(105	)		(107	)
Increased of capital		—		—			—			—			—			—			—			—			—			—			—			—			—
Capital reduction		—		—			—			—			—			—			—			—			—			—			—			—			—
Conversion of financial liabilities into capital		—		—			—			—			—			—			—			—			—			—			—			—			—
Increase of other equity instruments		—		—			—			—			6			—			—			—			6			—			6			—			6
Reclassification of financial liabilities to other equity instruments		—		—			—			—			—			—			—			—			—			—			—			—			—
Reclassification of other equity instruments to financial liabilities		—		—			—			—			—			—			—			—			—			—			—			—			—
Dividend distribution		—		—			—			—			—			—			—			—			—			—			—			(102	)		(102	)
Transactions including treasury shares and other equity instruments (net)		—		—			(305	)		—			—			(697	)		—			—			392			—			392			—			392
Transfers between total equity entries		—		—			3,359			(159	)		—			—			(5,020	)		(1,820	)		—			—			—			—			—
Increase/Reduction in business combinations		—		—			—			—			—			—			—			—			—			—			—			—			—
Payments with equity instruments		—		(317	)		—			—			(87	)		—			—			—			(404	)		—			(404	)		—			(404	)
Rest of increase/reductions in total equity		—		—			11			(7	)		—			—			—			—			4			—			4			(3	)		1

Balances as of June 30, 2009		1,837		12,453			11,866			443			8			23			2,799			—			29,383			(701	)		28,682			1,219			29,901

F-8


	Millions of euros
	Total equity attributed to the parent company
	Stockholders’ funds
						Other					Profit for the
	Share					equity					year attributed						Minority			Total
	Capital		Share			instru-		Less: Treasury			to parent			Valuation			interest			Stockholders’
	(Note 27)		premium			ments		shares (Note 30)			company			adjustments			(Note 26)			equity

Balances at January 1, 2008		1,837		17,169			68		(389	)		6,126			2,252			880			27,943
Effects of changes in accounting policies		—		—			—		—			—			—			—			—
Effect of correction of errors		—		—			—		—			—			—			—			—
Adjusted initial balance		1,837		17,169			68		(389	)		6,126			2,252			880			27,943
Total income/expense recognized		—		—			—		—			3,108			(3,008	)		115			215
Other changes in equity		—		4,321			19		(283	)		(6,126	)		—			(119	)		(2,188	)
Increased of capital		—		—			—		—			—			—			—			—
Capital reduction		—		—			—		—			—			—			—			—
Conversion of financial liabilities into capital		—		—			—		—			—			—			—			—
Increase of other equity instruments		—		—			—		—			—			—			—			—
Reclassification of financial liabilities to other equity instruments		—		—			—		—			—			—			—			—
Reclassification of other equity instruments to financial liabilities		—		—			—		—			—			—			—			—
Dividend distribution		—		1,041			—		—			(2,663	)		—			(114	)		(1,736	)
Transactions including treasury shares and other equity instruments (net)		—		(129	)		19		(283	)		—			—			—			(393	)
Transfers between total equity entries		—		3,463			—		—			(3,463	)		—			—			—
Increase/Reduction in business combinations		—		(8	)		—		—			—			—			(3	)		(11	)
Payments with equity instruments		—		—			—		—			—			—			—			—
Rest of increase/reductions in total equity		—		(46	)		—		—			—			—			(2	)		(48	)

Balances as of June 30, 2008		1,837		21,490			87		(672	)		3,108			(756	)		876			25,970


(*)		Presented for comparison purposes only.

The accompanying Notes 1 to 57 and Appendices I to IX are an integral part of the consolidated statement of changes in equity for the six months period ended June 30, 2009.

F-9

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED STATEMENTS OF RECOGNIZED INCOME AND EXPENSE FOR THE SIX MONTHS PERIODS ENDED JUNE 30, 2009 AND 2008 (Notes 1 to 5)


	Millions of euros
	June-09			*June-08()**

NET INCOME RECOGNISED DIRECTLY IN EQUITY		3,042			3,277

OTHER RECOGNIZED INCOME (EXPENSES)		264			(3,062	)

Available-for-sale financial assets		233			(3,117	)

Revaluation gains/losses		478			(1,723	)

Amounts removed to income statement		(245	)		(1,394	)

Reclassifications		—			—

Cash flow hedges		117			(211	)

Revaluation gains/losses		119			(211	)

Amounts removed to income statement		(2	)		—

Amounts removed to the initial carrying amount of the hedged items		—			—

Reclassifications		—			—

Hedges of net investment in foreign operations		(64	)		166

Revaluation gains/losses		(64	)		166

Amounts removed to income statement		—			—

Reclassifications		—			—

Exchange differences		66			(899	)

Translation gains/losses		66			(899	)

Amounts removed to income statement		—			—

Reclassifications		—			—

Non-current assets held for sale		—			—

Revaluation gains		—			—

Amounts removed to income statement		—			—

Reclassifications		—			—

Actuarial gains and losses in post-employment plans		—			—

Entities accounted for using the equity method		23			3

Valuation gains/losses		23			3

Amounts removed to income statement		—			—

Reclassifications		—			—

Rest of recognized income and expenses		—			—

Income tax		(111	)		996

TOTAL RECOGNIZED INCOME/EXPENSES		3,301			215

Attributed to the parent company		3,026			100

Attributed to minority interest		275			115


(*)		Presented for comparison purposes only.

The accompanying Notes 1 to 57 and Appendices I to IX are an integral part of the consolidated statement of recognized income and expenses for the six months period ended June 30, 2009.

F-10

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE BANCO BILBAO VIZCAYA ARGENTARIA GROUP

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS PERIODS ENDED JUNE 30, 2009 AND JUNE 30, 2008 (Notes 1 to 5)


	Millions of euros
	June-09			*June-08()**

CASH FLOW FROM OPERATING ACTIVITIES ₍₁₎		8,530			(8,765	)

Consolidated profit for the period		3,042			3,277

Adjustments to obtain the cash flow from operating activities:		453			177

Depreciation and amortization		354			338

Other adjustments		99			(161	)

Net increase/decrease in operating assets		7,485			(15,394	)

Financial assets held for trading		2,235			3,474

Other financial assets designated at fair value through profit or loss		(334	)		59

Available-for-sale financial assets		(9,875	)		2,284

Loans and receivables		16,297			(19,891	)

Other operating assets		(838	)		(1,320	)

Net increase/decrease in operating liabilities		(3,410	)		1,962

Financial liabilities held for trading		(5,480	)		4,222

Other financial liabilities designated at fair value through profit or loss		262			—

Financial liabilities at amortised cost		1,885			(2,583	)

Other operating liabilities		(77	)		323

Collection/Payments for income tax		960			1,213

CASH FLOWS FROM INVESTING ACTIVITIES ₍₂₎		75			1,144

Investment		(177	)		(194	)

Tangible assets		(16	)		—

Intangible assets		—			—

Investments		(4	)		(40	)

Subsidiaries and other business units		(7	)		(12	)

Non-current assets held for sale and associated liabilities		(150	)		(142	)

Held-to-maturity investments		—			—

Other payments related to investing activities		—			—

Divestments		252			1,338

Tangible assets		—			116

Intangible assets		27			101

Investments		14			65

Subsidiaries and other business units		27			—

Non-current assets held for sale and associated liabilities		—			—

Held-to-maturity investments		184			182

Other collections related to investing activities		—			874

CASH FLOWS FROM FINANCING ACTIVITIES₍₃₎		(177	)		(1,667	)

Investment		(3,583	)		(9,343	)

Dividends		(625	)		(1,553	)

Subordinated liabilities		—			151

Amortization of own equity instruments		—			—

Acquisition of own equity instruments		(2,774	)		(7,809	)

Other items relating to financing activities		(184	)		(132	)

Divestments		3,406			7,676

Subordinated liabilities		16			—

Issuance of own equity instruments		—			—

Disposal of own equity instruments		3,338			7,527

Other items relating to financing activities		52			149

EFFECT OF EXCHANGE RATE CHANGES ₍₄₎		(20	)		(888	)

NET INCREASE/DECREASE IN CASH OR CASH EQUIVALENTS _(1+2+3+4)		8,408			(10,176	)

CASH OR CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		14,642			22,561

CASH OR CASH EQUIVALENTS AT END OF THE PERIOD		23,050			12,385

F-11

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND COMPANIES COMPOSING THE

BANCO BILBAO VIZCAYA ARGENTARIA GROUP

EXPLANATORY NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2009

1. INTRODUCTION, BASIS OF PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION

1.1. INTRODUCTION

Banco Bilbao Vizcaya Argentaria, S.A. (“the Bank” or “BBVA”) is a private-law entity governed by the rules and regulations applicable to banks operating in Spain. The Bank leads its business through branches and offices located throughout Spain and abroad.

The bylaws of association and other public information on the Bank can be consulted both at its registered office (Plaza San Nicolás, 4, Bilbao) and on its official website, www.bbva.com.

In addition to the operations carried on directly by it, the Bank is the head of a group of subsidiaries, jointly controlled entities and associates that engage in various business activities and which compose, together with the Bank, the Banco Bilbao Vizcaya Argentaria Group (“the Group” or “BBVA Group”). Therefore, the Bank is obliged to prepare, in addition to its own financial statements the Group’s.

As of June 30, 2009 the Group was composed by 336 entities that were fully consolidated, 5 were consolidated by the proportionate method and 74 entities accounted for using the equity method (Notes 3 and 17 and appendix II to VI of the present interim consolidated financial statements).

The Group’s consolidated financial statements as of December 31, 2008 were approved by the shareholders at the Bank’s Annual General Meeting on March 13, 2009.

1.2. BASIS OF PRESENTATION OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The Group’s interim consolidated financial statements are presented in accordance with the International Financial Reporting Standards endorsed by the European Union (“IFRS-EU”) applicable at six months ended June 30, 2009, and additionally considering Bank of Spain Circular 4/2004, of December 22, 2004 (and as amended thereafter). These Circular of the Bank of Spain are the legislation that enacts and adapts the IFRS-EU for Spanish banks.

The BBVA Group’s interim consolidated financial statements for the period from January, 1, 2009 and June 30, 2009 were prepared in accordance with the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, and by applying the basis of consolidation, accounting policies and measurement bases described in Note 2, so that they present fairly the Group’s equity and financial position as of June 30, 2009 and the consolidated results of its operations, the changes in the consolidated equity, the changes in the consolidated recognized income and expenses and consolidated cash flows arising in the Group for the six months ended June 30, 2009. These interim consolidated financial statements and their explanatory notes were prepared on the basis of the accounting records kept by the Bank and by each of the other Group companies and include the adjustments and reclassifications required to unify the accounting policies and measurement bases used by the Group (Note 2.2).

All accounting policies and measurement bases with a significant effect on the consolidated financial statements were applied in their preparation.

Due to the fact that the numerical information contained in the annual consolidated financial statements is expressed in million of euros, except in certain cases where it is necessary to lower unit, certain captions that do not present any balance in the financial statements may present balance in euros. In addition, information regarding period-to-period changes is based on numbers not rounded.

F-13

1.3. COMPARATIVE INFORMATION

The information contained in the interim consolidated financial statements and its explanatory notes referred to the year ended December 31, 2008 and the six months ended June 30, 2008 are presented solely for comparison purposes with respect to the information relating to the six months ended June 30, 2009.

The main differences between the information included in these consolidated interim financial statements for the six months ended June 30, 2008 and the previously disclosed interim information covering the same six-month period derive from the application of the financial statements formats laid down in Bank of Spain Circular 6/2008 issued in November 2008.

1.4. RESPONSIBILITY FOR THE INFORMATION AND FOR THE ESTIMATES MADE

The information in these BBVA Group consolidated financial statements is the responsibility of the Group’s directors.

In preparing these consolidated financial statements estimates were occasionally made by the Bank and the consolidated companies in order to quantify certain of the assets, liabilities, income, expenses and commitments reported herein. These estimates relate mainly to the following:

	•		The impairment losses on certain financial assets (Notes 7, 8, 11, 12, 13, 14 and 16).

	•		The assumptions used in the actuarial calculation of the post-employment benefit liabilities and commitments (Note 25).

	•		The useful life of tangible and intangible assets (Notes 19 and 20).

	•		The measurement of goodwill arising on consolidation (Notes 17 and 20).

	•		The fair value of certain unlisted assets (Note 7, 8, 10, 11, 12 and 15).

Although these estimates were made on the basis of the best information available as of June 30, 2009 on the events analysed, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in coming periods.

1.5. ENVIRONMENTAL IMPACT

Given the activities in which the Group companies engage, the Group has no environmental liabilities, expenses, assets, provisions or contingencies that could have a significant effect on its consolidated equity, financial situation or performance. Consequently, there is no heading on the face of the Group’s consolidated interim financial statements at June 30, 2009 that requires disclosure in the environmental report stipulated under the Ministry of Economy Order of October 8, 2001 and the accompanying interim consolidated financial statements and explanatory notes do not include specific disclosures on environmental matters.

1.6. CAPITAL MANAGEMENT AND MINIMUM EQUITY REQUIRED

Capital requirements

Bank of Spain Circular 3/2008, of May 22, on the calculation and control of minimum capital requirements, regulates the minimum capital 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.

This Circular is the final implementation, for credit institutions, of the Spanish legislation on capital and consolidated supervision of financial institutions, and the adaptation of Spanish legislation to corresponding directives of the European Union, based on the Accord adopted by the Basel Committee on Banking Supervision (“Basel II”) about the minimum capital requirements for credit institutions and their consolidable groups.

The minimum capital requirements established by the aforementioned Circular 3/2008 are calculated on the basis of the Group’s exposure to credit risk and dilution risk, to counterparty risk and position and settlement risk in the trading book, to foreign exchange risk and to operational risk.

F-14

Additionally, the Group is subject to compliance with the risk concentration limits established in the aforementioned Circular and with the requirements concerning internal corporate governance, internal capital adequacy assessment, measurement of interest rate risk and information to be disclosed to the market also set forth therein.

With a view to guaranteeing compliance with the aforementioned objectives, the Group performs integrated management of these risks, in accordance with its internal policies (see Note 7).

As of June 30, 2009 and December 31, 2008 the eligible capital of the Group exceeded the minimum required under Circular 3/2008 (Note 31).

Capital management

New Basel Capital Accord — Basel II — Economic Capital

The Group’s capital management is performed at both regulatory and economic level.

Regulatory capital management is based on the analysis of the capital base and the capital ratios using the aforementioned Circular 3/2008 of Bank of Spain criteria (Note 31).

The aim is to achieve a capital structure that is as efficient as possible in terms of both cost and compliance with the requirements of regulators, ratings agencies and investors.

The Bank has obtained the approval by Bank of Spain of its internal model of capital estimation (IRB) in 2008 and the first semester 2009 for certain portfolios.

From an economic standpoint, capital management seeks to optimise value creation at the Group and at its different business units.

The Group allocates economic capital commensurate with the risks incurred by each business (CER). This is based on the concept of unexpected loss at a certain level of statistical confidence, depending on the Group’s targets in terms of capital adequacy. These targets are applied at two levels: the first is core equity, which determines the allocated capital. The Bank uses this amount as a basis for calculating the return generated on the equity in each business (ROE). The second level is total capital, which determines the additional allocation in terms of subordinate debt and preference shares. The CER calculation combines lending risk, market risk (including structural risk associated with the balance sheet and equity positions), operational risk and fixed asset and technical risks in the case of insurance companies.

Stockholders’ funds, as calculated under current regulation, are an extremely important reference to the entire Group. However, for the purpose of allocating capital to business areas the Bank prefers CeR (Note 6). It is risk-sensitive and thus linked to the management policies for the individual businesses and the business portfolio. This procedure, accord with Basel II rules on capital, provides an equitable basis for assigning capital to businesses according to the risks incurred and makes it easier to compare returns.

1.7. SEASONAL NATURE OF INCOME AND EXPENSES

The nature of the most significant activities and transactions carried out by the Group is mainly related to traditional activities carried out by financial institutions that are not affected by seasonal or cyclical factors.

2. BASIS OF CONSOLIDATION, ACCOUNTING POLICIES AND MEASUREMENT BASES APPLIED AND IFRS RECENT PRONOUNCEMENTS

Glossary (Appendix IX) to the accompanying interim consolidated financial statements includes the definition of financial and economic terms use in this Note 2 and subsequent explanatory notes.

2.1 BASIS OF CONSOLIDATION

The accounting policies and measurement bases used in preparing the Group’s interim consolidated financial statements as of June 30, 2009 may differ from those used by certain Group companies. For this reason, the required adjustments and reclassifications were made on consolidation to unify the policies and

F-15

bases used and to make them compliant with EU-IFRSs required to be applied under the Bank of Spain’s Circular 4/2004.

The interim consolidated financial statements only include the results of companies acquired during the period for the period from the acquisition date until the balance sheet date.

In the Group there are three types of consolidated entities: subsidiaries, jointly controlled entities and associates.

Subsidiaries

The financial statements of the subsidiaries are fully consolidated with those of the Bank.

The share of minority shareholders of the subsidiaries in the Group’s net consolidated equity is presented under the heading “Minority Interests” in the consolidated balance sheet and their share in the profit or loss for the period is presented under the heading “Profit or loss attributed to minority interests” in the consolidated income statement (Note 26).

Note 3 contain information on the most significant investments and divestments in subsidiaries that took place as of June 30, 2009. Appendix II includes the most significant information on these companies.

Jointly controlled entities

Since the implementation of EU-IFRSs, the Group has pursued the following policy in relation to investments in jointly controlled entities:

- Jointly controlled financial entities. Since their corporate purpose is that of a financial entity, management considers that the best way of reflecting their activities within the Group’s consolidated financial statements is using the proportionate method of consolidation.

As of June 30, 2009, the contribution of jointly controlled financial entities to the principal magnitudes of the Group’s interim consolidated financial statements under the proportionate consolidation method and calculated on the basis of the interest held by the Group is depicted in the table below:


	Millions of euros
Group’s Asset		380
Group’s Liabilities		255
Group’s Equity		26
Group’s Consolidated profit		7

Additional disclosure is not provided as these investments are not material.

Appendix IV itemises the jointly controlled entities consolidated by the Group under the proportionate method, listing salient information for these companies.

- Jointly controlled non-financial entities. Management believes that the effect of breaking out the balance sheet and income statement headings of jointly controlled non-financial entities would distort the information provided to investors. For this reason, the equity method is considered the most appropriate way of recognising these investments.

Appendix V lists the main financial magnitudes for jointly controlled entities consolidated using the equity method. Note 17 discloses the impact that application of proportionate consolidation, would have had on the consolidated balance sheet and income statement.

Associates

Associates are companies in which the Group is able to exercise significant influence, without having control. Significant influence is deemed to exist when the Group owns 20% or more of the voting rights of an investee directly or indirectly.

However, certain entities in which the Group owns 20% or more of the voting rights are not included as Group associates, since it is considered that the Group does not have the capacity to exercise significant influence over these entities. The investments in these entities, which do not represent material amounts for the Group, are classified as available-for-sale investments.

F-16

In addition, there are certain investments in entities in which the Group holds less than 20% of the voting rights are accounted for as Group associates based on the judgment that the Group has the power to exercise significant influence over these entities.

Investments in associates are accounted for using the equity method (Note 17). Appendix V includes the most significant information on these companies consolidated using the equity method.

2.2. ACCOUNTING POLICIES AND MEASUREMENT BASES APPLIED

The accounting policies and measurement bases used in preparing these interim consolidated financial statements were as follows:

2.2.1. FINANCIAL INSTRUMENTS

a) Measurement of financial instruments and recognition of changes arising from the measurement

All financial instruments are initially recognized at fair value which, in the absence of evidence to the contrary, shall be the transaction price. These instruments will subsequently be measured on the basis of their classification. The recognition of changes arising subsequent to the initial recognition is described below.

The change produced during the period, except in trading derivatives, arising in the period from the accrual of interests and similar items are recorded under the headings “Interest and Similar Income” or “Interest Expense and Similar Charges”, as appropriate, in the consolidated income statement of that period. The dividends accrued in the period are recorded under the heading “Dividend income” in the consolidated income statement of that period.

The changes in the measurements after the initial recognition, for reasons other than those of the preceding paragraph, are described below according to the categories of financial assets and liabilities:

- “Financial assets held for trading” and “Financial assets and liabilities designated at fair value through profit or loss”

Assets and liabilities recognized in these headings in the accompanying consolidated balance sheets are valued at fair value.

Changes arising from the valuation to fair value (gains or losses) are recognized, net amount, under the heading “Net gains (losses) on financial assets and liabilities” in the accompanying consolidated income statements. On the other hand, Valuation adjustments by changes in foreign exchange rates are recognized under the heading “Net exchange differences” in the accompanying consolidated income statements.

The fair value of the standard financial derivatives included in the held for trading portfolios is equal to their daily quoted price in an active market. If, under exceptional circumstances, their quoted price cannot be established on a given date, these derivatives are measured using methods similar to those used to measure over-the-counter (“OTC”) derivatives.

The fair value of OTC derivatives (“present value” or “theoretical close”) is equal to the sum of the future cash flows arising from the instrument, discounted at the measurement date; these derivatives are measured using methods recognized by the financial markets: net present value (NPV) method, option price calculation models, etc. (Note 8)

Financial derivatives that have as their underlying equity instruments, whose fair value cannot be determined in a sufficiently objective manner and are settled by delivery of those instruments, are measured at adquisition cost.

- “Available-for-Sale Financial Assets”

Assets and liabilities recognized in these headings in the accompanying consolidated balance sheets are valued at fair value.

Changes arising from the valuation to fair value (gains or losses) are recognized temporarily, net amount, under the heading “Valuation Adjustments — Available-for-Sale Financial Assets” in the accompanying consolidated balance sheets.

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Changes arising from non-monetary items by changes in foreign exchange rates are recognized temporarily under the heading “Valuation Adjustments — Exchange Differences” in the accompanying consolidated balance sheet. Valuation adjustments arising from monetary items by changes in foreign exchange rates are recognized under the heading “Net Exchange Differences” in accompanying the consolidated income statements.

The amounts recognized in the headings “Valuation Adjustments — Available-for-Sale Financial Assets” and “Valuation Adjustments — Exchange Differences” remain in the Group’s consolidated equity until the asset is derecognized from the consolidated balance sheet, at which time those amounts are recognized under the headings “Net gains (losses) on financial assets and liabilities” or “Net Exchange Differences” in the consolidated income statement of the period in which the asset is derecognized from the balance sheet.

The gains from sales of other equity instruments considered strategic investments accounted for as “Available-for-sale”, are registered on the heading “Gains (losses) in non-current assets held-for-sale not classified as discontinued operations” (Note 50) in the consolidated income statement, although they had not previously accounted for as non-current assets held-for-sale, as is indicated in Rule 56 of the Circular 4/2004 modified by the Circular 6/2008.

On the other hand, the impairment (net) losses in the available-for-sale financial assets arising in the period are recognized under the heading “Impairment of financial assets (net) – Other financial instruments not at fair value through profit or loss” in the consolidated income statements of that period.

- “Loans and receivables”, “Held-to-maturity investments” and “Financial liabilities at amortised cost”

Assets and liabilities recognized in these headings in the accompanying consolidated balance sheets are measured at “amortized cost” using the “effective interest rate” method, due to the fact that consolidated entities have the intention to hold them to maturity.

Impairment (net) losses in assets of these headings arising in the period are recognized under the headings “Impairment (net) – Loans and receivables” or “Impairment of financial assets (net) – Other financial instruments not at fair value through profit or loss” in the consolidated income statements of that period.

-“Hedging derivatives”

Assets and liabilities recognized in these headings in the accompanying consolidated balance sheets are valued at fair value.

Changes produced subsequent to the designation in the valuation of financial instruments designated as hedged items as well as financial instruments designated as hedging items are recognized based on the following criteria:

	§		In the fair value hedges, the changes in the fair value of the derivative and the hedged item attributable to the hedged risk are recognized directly in the heading “Net gains (losses) on financial assets and liabilities” in the consolidated income statement.

	§		In the cash flow hedges and net investments in a foreign operation hedges, the differences produced in the effective portions of hedging items are recognized temporarily under the heading “Valuation adjustments – Cash flow hedges” and “Valuation adjustments – Hedges of net investments in foreign operations”, respectively. These valuation changes are recognized in the heading “Net gains (losses) on financial assets and liabilities” in the consolidated income statement in the same period or periods during which the hedged instrument affects profit or loss, when forecast transaction occurs or at the maturity date of the item hedged.

Differences in valuation of the hedging item for ineffective portions of cash flow hedges and net investments in a foreign operation hedges are recognized directly in the heading “Net gains (losses) on financial assets and liabilities” in the consolidated income statement.

- “Other financial instruments”

In relation to the aforementioned general criteria, we must highlight the following exceptions:

Equity instruments whose fair value cannot be determined in a sufficiently objective manner and financial derivatives that have those instruments as their underlying and are settled by delivery of

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			those instruments are measured at acquisition cost adjusted, where appropriate, by any related impairment loss.

	§		Valuation adjustments arising on 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” of the consolidated balance sheet.

b) Impairment financial assets

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 its impairment – when there is objective evidence that events have happened which:

	§		In the case of debt instruments (loans and debt securities), give rise to a negative impact on the future cash flows that were estimated at the time the transaction was arranged.

	§		In the case of equity instruments, mean that the carrying amount of these instruments cannot be recovered.

As a general rule, the carrying amount of impaired financial instruments is adjusted with a charge to the consolidated income statement of the period in which the impairment becomes known, and the recoveries of previously recognized impairment losses are recognized in the consolidated income statement for the period in which the impairment is reversed or reduced, with the exception that any recovery of previously recognized impairment losses for an investment in an equity instrument classified as available for sale which are not recognized through consolidated profit or loss but recognized under the heading “Valuation Adjustments – Available for sale Financial Assets” in the consolidated balance sheet.

Balances are considered to be 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 upon, taking into account the guarantees received by the consolidated entities to assure (in part or in full) the performance of transactions. 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.

Calculation of impairment on financial assets

The impairment on financial assets is determined by type of instrument and the category in which they are recognized. The BBVA Group recognizes impairment charges directly against the impaired asset when the likelihood of recovery is deemed remote, and uses an offsetting or allowance account when it records non-performing loan provisions.

The amount of impairment losses of debt securities at amortised cost is measured as a function of whether the impairment losses are determined individually or collectively.

Impairment losses determined individually

The quantification of impairment losses on assets classified as impaired is done on an individual basis in connection with customers whose operations are equal to or exceed €1 million.

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.

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 obtained over the residual life of the instrument; including, where appropriate, those which may result from the collaterals and other credit enhancements provided for the instrument (after deducting the costs required for foreclosure and subsequent sale).

	•		The various types of risk to which each instrument is subject.

	•		The circumstances in which collections will foreseeably be made.

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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.

Impairment losses determined collectively

The quantification of impairment losses is determined on a collective basis in the following two cases:

	•		Assets classified as impaired of customers in which the amount of their operations is less than €1 million.

	•		Asset portfolio not impaired currently but which presents an inherent loss.

Inherent loss, calculated using statistical procedures, is deemed equivalent to the portion of losses incurred at the date of preparing the accompanying consolidated financial statements that has yet to be allocated to specific transactions.

The Group realizes the estimate collectively the inherent loss of credit risk corresponding to operations realized by Spanish financial entities of the Group (approximately 58.61% on Loans and receivables of the Group as of June 30, 2009), using the parameters set by Annex IX of the Circular 4/2004 from Bank of Spain on the base of its experience and the Spanish banking sector information.

Notwithstanding the above, the Group can avail of the proprietary historic records used in its internal ratings models, which were approved by the Bank of Spain for some portfolios in the year 2008, albeit only for the purposes of estimating regulatory capital under the new Basel Accord (BIS II). It uses these internal ratings models to calculate the economic capital required in its activities and uses the expected loss concept to quantify the cost of credit risk for incorporation into its calculation of the risk-adjusted return on capital of its operations.

The provisions required under Circular 4/2004 from Bank of Spain standards fall within the range of provisions calculated using the Group’s internal ratings models.

To estimate the collective loss of credit risk corresponding to operations with nonresident in Spain registered in foreign subsidiaries, are applied methods and similar criteria, taking like reference the Bank of Spain parameters but adapting the default’s calendars to the particular circumstances of the country. However, in Mexico for consumer loans, credit cards and mortgages portfolios, as well as for credit investment maintained by the Group in the United States are using internal models for calculating the impairment losses based on historical experience of the Group (approximately 13% of the Loans and Receivables of the Group as of June 30, 2009).

Following is a description of the methodology used to estimate the collective loss of credit risk corresponding to operations with resident in Spain:

1. Portfolio doubtful

The debt instruments, whoever the obligor and whatever the guarantee or collateral, that have past-due amounts with more than three months, taking into account the age of the past-due amounts, the guarantees or collateral provided and the economic situation of the customer and the guarantors.

In the case of unsecured transactions and taking into account the age of the past-due amounts, the allowance percentages are as follow:


Age of the past-due amount	Allowance percentage

Up to 6 months	between 4.5% and 5.3%
Over 6 months and up to 12 months	between 27.4% and 27.8%
Over 12 months and up to 18 months	between 60.5% and 65.1%
Over 18 months and up to 24 months	between 93.3% and 95.8%
Over 24 months		100	%

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In the case of transactions secured by completed houses when the total exposure is equal or inferior 80% of the value of the guarantee or collateral and taking into account the age of the past-due amounts, the allowance percentages are as follow:


Age of the past-due amount	Allowance percentage

Less than 3 years		2	%
Over 3 years and up to 4 years		25	%
Over 4 years and up to 5 years		50	%
Over 5 years and up to 6 years		75	%
Over 6 years		100	%

In the rest of transactions secured by real property in which the entity has began the process to take possession of the pledge and taking into account the age of the past-due amounts, the allowance percentages are as follow:


Age of the past-due amount	Allowance percentage

Up to 6 months	between 3.8% and 4.5%
Over 6 months and up to 12 months	between 23.3% and 23.6%
Over 12 months and up to 18 months	between 47.2% and 55.3%
Over 18 months and up to 24 months	between 79.3% and 81.4%
Over 24 months		100	%

Debt instruments for which, without qualifying as doubtful in terms of criteria for classification as past-due, there is reasonable doubt that they will be recovered on the initially agreed terms are analyzed individually.

2. Portfolio into force

The debt instruments, whoever the obligor and whatever the guarantee or collateral, that do not have individually objective of impairment are collectively assesses, including the assets in a group with similar credit risk characteristics, including sector of activity of the debtor or the type of guarantee.

The allowance percentages of hedge are as follows:


	ALLOWANCE
RISK	PERCENTAGE

Negligible risk	0%
Low risk		0.06	%	0.75	%
Medium-low risk		0.15	%	1.88	%
Medium risk		0.18	%	2.25	%
Medium-high risk		0.20	%	2.50	%
High risk		0.25	%	3.13	%

3. Country Risk Allowance or Provision

Country risk is understood as the risk associated with customers resident in a specific country due to circumstances other than normal commercial risk. Country risk comprises sovereign risk, transfer risk and other risks arising from international financial activity. On the basis of the economic performance, political situation, regulatory and institutional framework, and payment capacity and record, the Group classifies the transactions in different groups, assigning to each group the provisions for insolvencies percentages, which are derived from those analyses.

However, due to the dimension Group, and to risk-country management, the provision levels are not significant in relation to the balance of the provisions by constituted insolvencies (As of June 30, 2009, this provision represents a 2.3% in the provision for insolvencies of the Group).

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Impairment on 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) and their fair value, after deducting any impairment loss previously recognized in the consolidated income statement.

When there is objective evidence that the negative differences arising on measurement of these assets are due to non-temporary impairment, they are no longer considered as “Valuation Adjustments - Available-for-Sale Financial Assets” and are recognized in the consolidated income statement. If all or part of the impairment losses is subsequently recovered, the amount is recognized in the consolidated income statement for the period in which the recovery occurred.

Impairment on equity instruments

The amount of the impairment in the equity instruments is determinated by the category where is recognized:

•		*Equity instruments measured at fair value:* The criteria for quantifying and recognising impairment losses on equity instruments are similar to those for “Other 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 which are not recognized through profit or loss but recognized under the heading “Valuation Adjustments – Available for sale Financial Assets” in the consolidated balance sheet.

•		*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 (consolidated) balance sheet, adjusted for the unrealised gains at the measurement date.

Impairment losses are recognized in the consolidated income statement for the period 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.

2.2.2. RECOGNITION OF INCOME AND EXPENSES

The most significant criteria used by the Group to recognize its income and expenses are summarised 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. Specifically, 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. Also dividends received from other companies are recognized as income when the consolidated 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 consolidated income statement is interrupted. This interest is recognized as an income for accounting purposes when it is received, as recovery of impairment losses.

Commissions, fees and similar items:

Income and expenses relating to commissions and similar fees are recognized in the consolidated income statement using criteria that vary according to their nature. The most significant income and expense items in this connection are:

	•		Those relating to financial assets and liabilities measured at fair value through profit or loss they are recognized when collected.

	•		Those arising from transactions or services that are provided over a period of time. They are recognized over the life of these transactions or services.

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•

Those relating to a single act. They are recognized when the single act is carried out.

Non-financial income and expenses:

These are recorded for accounting purposes on an accrual basis.

Deferred collections and payments:

These are recorded for accounting purposes at the amount resulting from discounting the expected cash flows at market rates.

2.2.3. POST-EMPLOYMENT BENEFITS AND OTHER LONG TERM COMMITMENTS TO EMPLOYEES

Following is a description of the most significant accounting criteria relating to the commitments to employees, related to post-employment benefits and other long term commitments, of certain Group companies in Spain and abroad (Note 25).

Commitments valuation: assumptions and gains/losses recognition

The present values of the commitments are quantified on a case-by-case basis. The valuation method used for current employees is the projected unit credit method, which views each year of service as giving rise to an additional unit of benefit entitlement and measures each unit separately.

In adopting the actuarial assumptions, it is taken into account that:

	•		They are unbiased, in that they are neither imprudent nor excessively conservative.

	•		They are mutually compatible, reflecting the economic relationships between factors such as inflation, rates of salary increase, discount rates and expected return of assets. The expected return of plan assets in the post-employment benefits is estimated taking into account the market expectations and the distribution of such assets in the different portfolios.

	•		The future levels of salaries and benefits are based on market expectations at the balance sheet date for the period over which the obligations are to be settled.

	•		The discount rate used is determined by reference to market yields at the balance sheet date on high quality corporate bonds.

The Group recognizes all actuarial differences under heading “Provisions” in the consolidated income statement for the period in which they arise in connection with commitments assumed by the Group in connection with personnel availing of early retirement schemes, disability benefits awarded as a function of years of employee service in the Group, and other similar concepts.

The Group recognizes the actuarial gains or losses arising on all other defined benefit post-employment commitments directly with charge in the heading ”Reserves” within the Group’s consolidated equity, in accordance with standard 35 of Bank of Spain Circular 4/2004 (as amended by Circular 6/2008).

Consequently, the Group does not apply the option of deferring actuarial gains and losses in equity using the so-called corridor approach in any commitment to employees.

Post-employment benefits

- Pensions

Post-employment benefits include defined contribution and defined obligation commitments.

Defined contribution commitments:

The amounts of these commitments are determined as a percentage of certain remuneration items and/or as a pre-established annual amount. The current contributions made by the Group’s companies for defined contribution retirement commitments, which are recognized with a charge to the heading “Personnel Expenses – Contributions to external pension funds” in the accompanying consolidated income statements (Notes 25 and 45).

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Defined benefit commitments

Certain Group’s companies have defined benefit commitments for permanent disability and death of current employees and early retirees; and defined-benefit retirement commitments applicable only to certain groups of serving employees, or early retired employees and of retired employees. Defined benefit commitments are funded by insurance contracts and internal provisions.

The amount recognized in the heading “Provisions — Funds for Pensions and Similar Obligations” (Note 24) is equal to the difference between the present value of the vested obligations for defined obligation retirement commitments at balance sheet date, adjusted by the prior service cost and the fair value of plan assets, if it the case, which are to be used directly to settle employee benefit obligations.

The provisions for defined obligation retirement commitments were charged to the heading “Provisions (net) – Provisions to pension commitments and similar obligations” in the accompanying consolidated income statements (Note 46).

The current contributions made by the Group’s companies for defined obligation retirement commitments covering current employees are charged to the heading “Personnel Expenses” in the accompanying consolidated income statements.

- Early retirements

During the six months period ended June 30, 2009 and in prior periods, the Group offered certain employees in Spain the possibility of taking early retirement before the age stipulated in the collective labor agreement in force. The corresponding provisions by the Group were recognized with a charge to the heading “Provision Expense (Net) — Transfers to Funds for Pensions and Similar Obligations—Early Retirements” in the accompanying consolidated income statements. The present values are quantified on a case-by-case basis and they are recognized in the heading “Provisions - Provisions for Pensions and Similar Obligations” in the accompanying consolidated balance sheets (Note 24).

The commitments to early retirees in Spain include the compensation and indemnities and contributions to external pension funds payable during the year 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.

- Post-employment welfare benefits

Certain Group companies have welfare benefit commitments the effects of which extend beyond the retirement of the employees entitled to the benefits. These commitments relate to certain current employees and retirees, depending upon the employee group to which they belong.

The present value of the vested obligations for post-employment welfare benefits are quantified on a case-by-case basis. They are recognized in the heading “Provisions — Funds for Pensions and Similar Obligations” in the accompanying consolidated balance sheets (Note 24) and they are charged to the heading “Personnel expenses – Other personnel expenses” in the accompanying income statements (Note 45).

Other long term commitments to employees

Certain Group companies are obliged to deliver subsidised goods and services. The most significant employee welfare benefits granted, in terms of the type of compensation and the event giving rise to the commitments are: loans to employees, life insurance, study aid and long-service bonuses.

Part of these commitments is quantified on base to actuarial studies. For this reason, the present values of the vested obligations for commitments with personnel are quantified on a case-by-case basis. They are recognized in the heading “Provisions — Funds for Pensions and Similar Obligations” in the accompanying consolidated balance sheets (Note 24).

The post-employment welfare benefits delivered by the Spanish companies to active employees are recognized in the heading “Personnel expenses – Other personnel expenses” in the accompanying income statements (Note 45).

Other commitments for current employees accrue and are settled on a yearly basis, it is not necessary to record a provision in this connection.

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2.2.4. FOREIGN CURRENCY TRANSACTIONS AND EXCHANGE DIFFERENCES

The Group’s functional currency is the euro. Therefore, all balances and transactions denominated in currencies other than the euro are deemed to be denominated in “foreign currency”. The balances in the financial statements of consolidated entities whose functional currency is not the euro are translated to euros as follows:

	•		Assets and liabilities: at the average spot exchange rates as of June 30, 2009 and December 31, 2008.

	•		Income and expenses and cash flows: at the average exchange rates of the period.

	•		Equity items: at the historical exchange rates.

The exchange differences arising on the translation of foreign currency balances to the functional currency of the consolidated entities (or entities accounted for equity method) and their branches are generally recorded in the consolidated income statement. Exceptionally, the exchange differences arising on non-monetary items whose fair value is adjusted with a balancing item in equity are recorded under the heading “Valuation Adjustments — Exchange Differences” of the consolidated balance sheet.

The exchange differences arising on the translation to euros of balances in the functional currencies of the consolidated entities (or entities accounted for equity method) whose functional currency is not the euro are recorded under the heading “Valuation Adjustments — Exchange Differences” in the consolidated balance sheet until the item to which they relate is derecognized, at which time they are recorded in the income statement.

The breakdown of the balances in foreign currencies of the consolidated balance sheet as of June 30, 2009 and December 31, 2008, based on the most significant foreign currencies, are set forth in the following table:


	Millions of euros
			Mexican		Other foreign
June-09	USD		Pesos		currencies		TOTAL

Assets -		78,811		54,443		45,043		178,297
Cash and balances with Central Banks		5,538		4,827		3,653		14,018
Financial assets held for trading		2,865		13,140		2,805		18,810
Available-for-sale financial assets		8,930		5,563		6,021		20,514
Loans and receivables		58,387		27,929		29,191		115,507
Investments in entities accounted for using the equity method		5		112		524		641
Tangible assets		790		801		503		2,094
Other		2,296		2,071		2,346		6,713
Liabilities-		115,742		51,556		46,882		214,180
Financial liabilities held for trading		868		3,018		1,001		4,887
Financial liabilities at amortised cost		113,918		44,433		43,286		201,637
Other		956		4,105		2,595		7,656


	Millions of euros
			Mexican		Other foreign
December-08	USD		Pesos		currencies		TOTAL

Assets -		86,074		52,819		42,215		181,108
Cash and balances with Central Banks		2,788		5,179		3,612		11,579
Financial assets held for trading		4,137		13,184		3,003		20,324
Available-for-sale financial assets		10,321		5,613		4,846		20,780
Loans and receivables		65,928		26,168		28,072		120,168
Investments in entities accounted for using the equity method		5		103		481		589
Tangible assets		802		729		485		2,016
Other		2,093		1,843		1,716		5,652
Liabilities-		119,107		50,103		45,719		214,929
Financial liabilities held for trading		1,192		3,919		1,057		6,168
Financial liabilities at amortised cost		116,910		42,288		42,097		201,295
Other		1,005		3,896		2,565		7,466

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2.2.5. ENTITIES AND BRANCHES LOCATED IN COUNTRIES WITH HYPERINFLATIONARY ECONOMIES

None of the functional currencies of the consolidated subsidiaries and associates and their branches located abroad relate to hyperinflationary economies as defined by EU-IFRSs required to be applied under the Bank of Spain’s Circular 4/2004. Accordingly, as of June 30, 2009 and December 31, 2008, it was not necessary to adjust the financial statements of any of the consolidated subsidiaries or associates to correct for the effect of inflation.

2.2.6. 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 accompanying consolidated balance sheets reflects the carrying amount of the assets where an active program to locate a buyer and complete the plan has been initiated and approved at the appropriate level of management and it is highly probable they will be sold in their current condition within one year from the date on which are classified as such. Therefore, the carrying amount of these assets – which can be financial or non-financial but are not included in Group’s operating activities – will foreseeably be recovered through the price obtained on their sale.

Within this heading, a distinction is made between individual assets and groups of assets that are to be disposed of along with related liabilities (“disposal groups”) and disposal groups that form part of a major business unit and are being held for sale as part of a disposal plan (“discontinued operations”).

The individual headings include, the assets received by the consolidated entities from their debtors in full or partial settlement of the debtors’ payment obligations (assets foreclosed or donated in repayment of debt) are treated as non-current assets held for sale, unless the consolidated entities have decided to make continuing use of these assets.

Symmetrically, the heading “Liabilities Associated with Non-current Assets Held for Sale” in the accompanying consolidated balance sheets reflects the balances payable arising on disposal groups and discontinued operations.

Non-current assets held for sale are generally measured at the lower of fair value less costs to sell and their carrying amount upon classification within this category. Non-current assets held for sale are not depreciated while included under this heading.

As a general rule, 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 in “Gains/(losses) in non-current assets held for sale not classified as discontinued operations” of the accompanying consolidated income statements. The remaining income and expense items associated with these assets and liabilities are classified within the corresponding consolidated income statement headings.

2.2.7. SALES AND INCOME FROM THE PROVISION OF NON-FINANCIAL SERVICES

The heading “Other operating income and expenses — Financial income from non-financial services ” of the accompanying consolidated income statement includes the carrying amount of the sales of assets and income from the services provided by the consolidated Group companies that are not financial institutions. In the case of the Group, these companies are mainly real estate and services companies.

2.2.8. INSURANCE AND REINSURANCE CONTRACTS

In accordance with standard accounting practice in the insurance industry, the consolidated insurance entities credit to the income statement the amounts of the premiums written and charge to income statement the cost of the claims incurred on final settlement thereof. Insurance entities are therefore required to accrue at period-end the unearned revenues credited to their income statements and the accrued costs not charged to income statements.

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The most significant accruals recorded by the consolidated entities in relation to direct insurance contracts arranged by them relate to the following (Note 23):

•

Mathematical provisions, which include:

	-		Life insurance provisions: these represent the value of the life insurance obligations of the insurance companies at period-end, net of the obligations of the policyholder.

	-		Non-life insurance provisions: provisions for unearned premiums. These provisions are intended for the accrual, at the date of calculation, of the premiums written. Their balance reflects the portion of the premiums accrued in the period that has to be allocated to the period from the reporting date to the end of the policy period.

•		Provision for claims: this reflects the total amount of the obligations outstanding arising from claims incurred prior to the reporting date. The insurance companies calculate this provision as the difference between the total estimated or certain cost of the claims not yet reported, settled or paid, and the total amounts already paid in relation to these claims.

•		Provisions for unexpired risks and other provisions, which include:

	-		Non-life insurance provisions – unexpired risks: the provision for unexpired risks supplements the provision for unearned premiums by the amount by which that provision is not sufficient to reflect the assessed risks and expenses to be covered by the insurance companies in the policy period not elapsed at period-end.

	-		Technical provisions for reinsurance ceded: calculated by applying the criteria indicated above for direct insurance, taking account of the cession conditions established in the reinsurance contracts in force.

	-		Other technical provisions: the insurance companies have recognized provisions to cover the probable mismatches in the market reinvestment interest rates with respect to those used in the measurement of the technical provisions.

•

Provision for bonuses and rebates: this provision includes the amount of the bonuses accruing to policyholders, insurees or beneficiaries and the premiums to be returned to policyholders or insurees, as the case may be, based on the behaviour of the risk insured, to the extent that such amounts have not been individually assigned to each of them.

The Group controls and monitors the exposure of the insurance companies to financial risk and, to this end, uses internal methods and tools that enable it to measure credit risk and market risk and to establish the limits for these risks.

Reinsurance assets and Liabilities under insurance contracts

The heading “Reinsurance Assets” in the accompanying consolidated balance sheets includes the amounts that the consolidated entities are entitled to receive under the reinsurance contracts entered into by them with third parties and, more specifically, the share of the reinsurer in the technical provisions recorded by the consolidated insurance entities (Note 18).

The heading “Liabilities under Insurance Contracts” in the accompanying consolidated balance sheets includes the technical reserves of direct insurance and inward reinsurance recorded by the consolidated entities to cover claims arising from insurance contracts in force at period-end (Note 23).

The income or loss reported by the Group’s insurance companies on their insurance activities is recorded, attending to it nature in the corresponding items of the accompanying consolidated income statement.

2.2.9. TANGIBLE ASSETS

Non-current tangible assets for own use

Non-Current Tangible Assets for own use relates to the assets, under ownership or acquired under finance leases, intended to the future or current use by the Group and that it is expected to be held for more than one year. It also includes tangible assets received by the consolidated entities in full or part settlement of

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financial assets representing receivables from third parties and those assets expected to be held for continuing use.

Non-Current tangible assets for own use are presented in the consolidated balance sheets at acquisition cost less any accumulated depreciation and, where appropriate, any estimated impairment losses (net carrying amount higher than fair 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 has an indefinite life and, therefore, is not depreciated.

The period tangible asset depreciation charge is recognized with a balancing entry in the consolidated income statement and is based on the application of the following depreciation rates (determined on the basis of the average years of estimated useful life of the various assets):


		Annual Percentage

Buildings for own use		1.33% to 4%
Furniture		8% to 10%
Fixtures		6% to 12%
Office supplies and computerisation		8% to 25%

At each close, the entities analyze 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 the indicated impairment actually exists by comparing the asset’s 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 depreciation charges going forward are adjusted to reflect the asset’s remaining useful life.

The BBVA Group’s criteria for determining the recoverable amount of these assets is based on up-to-date independent appraisals, performed within the last 3-5 years at most, absent other indications of impairment.

Similarly, if there is any indication that the value of a tangible asset has been recovered, the consolidated entities will estimate the recoverable amounts of the asset and recognised it in the consolidated income statement, recording the reversal of the impairment loss recorded in previous periods and, consequently, adjust the future depreciation charges. In 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 periods.

Upkeep and maintenance expenses relating to tangible assets held for continued use are charged to the income statement for the period in which they are incurred.

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 record the impairment losses thereon are the same as those described in relation to tangible assets for continued use.

Investment property

The heading “Tangible assets — Investment Properties” in the consolidated balance sheet reflects the net values of the land, buildings and other structures held either to earn rentals or for capital appreciation at the disposal date and are neither expected to be sold off in the ordinary course of the business nor are destined for own use.

The criteria used by the BBVA Group to determine their recoverable value is based on updated independent appraisals, so that they are older than 1 year, absent other indications of impairment.

2.2.10. BUSINESS COMBINATIONS

A business combination is the bringing together of two or more separate entities or businesses into one single entity or group of entities.

The purchase method accounts for business combinations from the perspective of the acquirer. The acquirer must recognize the assets acquired and the liabilities and contingent liabilities assumed, including those not

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previously recognized by the acquired entity. This method measures the cost of the business combination and the assignation of it, at the date of acquisition, to the identifiable assets, liabilities and contingent liabilities measured at fair value.

In addition, any purchases of minority interests after the date on which the Group obtains control of the acquired are recorded as equity transactions, i.e. the difference between the price paid and the carrying amount of the percentage of minority interests acquired is charged directly to equity.

2.2.11 INTANGIBLE ASSETS

Goodwill

The positive differences between the cost of business combinations and the amount corresponding to the acquired percentage of the net fair value of the assets, liabilities and contingent liabilities of the acquired entity are recorded as goodwill on the asset side of the consolidated balance sheet. Goodwill represents the future economic benefits from assets that cannot be individually identified and separately recognized. Goodwill is not amortized and is subject periodically to an impairment analysis. Any impaired goodwill is written off.

For impairment testing purposes, each item of goodwill is allocated to one or more cash-generating units expected to benefit from the synergies arising from business combinations. The cash-generating units represent the Group’s smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each unit or group of units to which good the will is allocated shall:

	-		represent the lowest level within the entity at which goodwill is monitored for internal management purposes,

	-		not be larger than an operating segment.

The cash-generating units to which goodwill has been allocated are tested for impairment based on the carrying amount of the unit including the allocated goodwill. Such testing is performed at least annually and, always, if there is an indication of impairment.

For the purpose of determining the impairment on a cash-generating unit to which a part of goodwill has been allocated, the carrying amount of that unit, adjusted by the theoretical amount of the goodwill attributable to the minority interest, shall be compared with its recoverable amount. If the carrying amount of the cash generating unit exceed the related recoverable amounts the entity will recognised an impairment loss; the resulting loss shall be apportioned by reducing, firstly, the carrying amount of the goodwill allocated to that unit and, secondly, if there are still impairment losses remaining to be recognized, the carrying amount of the rest of the assets. This shall be done by allocating the remaining loss in proportion to the carrying amount of each of the assets in the unit. It will be taken into account that no impairment on goodwill attributable to the minority interest may be recognized. In any case, impairment losses on goodwill can never be reversed.

Other intangible assets

These assets can have an “indefinite useful life” – when, 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 consolidated entities – or a “finite useful life”, in all other cases.

The Group has not recognized any intangible assets with indefinite useful life.

Intangible assets with finite useful life are amortized over those useful lives using methods similar to those used to depreciate tangible assets.

The consolidated entities recognize any impairment loss on the carrying amount of these assets with charge to the heading “Impairment on other intangible assets (net) – Other assets” in the accompayning consolidated income statement. The criteria used to recognize the impairment losses on these assets and, where applicable, the recovery of impairment losses recognized in prior periods are similar to those used for tangible assets.

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2.2.12. INVENTORIES

The heading “Other assets — Inventories” in the accompanying consolidated balance sheet reflects the land and other properties that Group real estate agencies hold for sale as part of their property development activities (Note 21).

Inventories are measured at the lower of cost and net realisable value, which is the estimated selling price of inventories in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The amount of any write-down of inventories, such as that reflecting damage, obsolescence, and reduction of the sale price, to net realisable value and any other losses is recognized as an expense in the period in which the write-down or loss occurs. Subsequent reversal of any write-down is recognized in the consolidated income statement for the period in which it occurs.

When inventories are sold, the carrying amount of those inventories is derecognised and recorded as an expense in the period in which the related revenue is recognized. The expense is included in the heading “Other operating expenses – Changes in Inventories” of the accompanying consolidated income statement (Note 44).

2.2.13. TAX ASSETS AND LIABILITIES

The Spanish corporation tax expense and the expense for similar taxes applicable to the consolidated entities abroad are recognized in the consolidated income statement, except when they result from transactions the profits or losses on which are recognized directly in equity, in which case the related tax effect is also recognized in equity.

The current income tax expense is calculated by aggregating the current tax arising from the application of the related tax rate to the taxable profit (or tax loss) for the period (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, measured at the amount expected to be payable or recoverable on future fiscal years for the differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carry forwards. These amounts are measured applying to each temporary difference the tax rates that are expected to apply in the period when the asset is realised or the liability settled (Note 32).

Deferred tax assets are recognized to the extent that it is considered probable that the consolidated entities will have sufficient taxable profits in the future against which the deferred tax assets can be utilized.

The deferred tax assets and liabilities recognized are reassessed by the consolidated entities at each balance sheet date in order to ascertain whether they still exist, 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 as temporary differences.

Deferred tax liabilities in relation to taxable temporary differences associated with investments in subsidiaries, associates or jointly controlled entities are recognized as such, except where the Group can control the timing of the reversal of the temporary difference and it is further unlikely that it will reverse in the foreseeable future.

2.2.14. FINANCIAL GUARANTEES

“Financial guarantees” are considered those contracts that oblige their issuer to make specific payments to reimburse the lender for a loss incurred when a specific borrower breaches its payment obligations on the terms — original or as modified – of a debt instrument, irrespective of its instrumentation. These guarantees may take the form of a deposit, financial endorsement, insurance contract or credit derivative.

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. The credit risk is determined by application of criteria similar to those established for quantifying impairment losses on debt instruments measured at amortized cost (Note 2.2.1).

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The provisions made for financial guarantees classified as substandard are recognized under “Provisions — Provisions for Contingent Exposures and Commitments” on the liability side in the accompanying consolidated balance sheet (Note 24). These provisions are recognized and reversed to heading “Provisions Expense” in the accompanying consolidated income statement.

2.2.15. LEASES

Leases are classified as finance from the start of the transaction when they transfer substantially 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 consolidated entities act 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 (normally the exercise price of the lessee’s purchase option on expiration of the lease agreement) are recorded as financing provided to third parties and, therefore, are included under the heading “Loans and Receivables” in the accompanying consolidated balance sheets.

When the consolidated entities act as the lessor of an asset in operating leases, the acquisition cost of the leased assets is recognized in “Tangible assets” in the accompanying consolidated balance sheets. 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 consolidated income statement on a straight line basis within heading “Other operating income”.

If a fair value sale and leaseback results in an operating lease, the profit or loss generated is recognized 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.

Assets provided under operating leases to other Group entities are treated in the interim consolidated financial statements as assets held for continued use.

2.2.16. PROVISIONS, CONTINGENT ASSETS AND CONTINGENT LIABILITIES

The heading “Provisions” of the accompanying consolidated balance sheets include amounts recognized to cover the Group’s current obligations arising as a result of past events, certain in terms of nature but uncertain in terms of amount and/or cancellation date, settlement of which is deemed likely to entail an outflow of resources embodying economic benefits. The obligations may arise in connection with legal or contractual provisions, valid expectations formed by Group companies relative to third parties in relation to the assumption of certain responsibilities or virtually certain developments of particular aspects of applicable regulation, specifically draft legislation to which the Group will certainly be subject.

Provisions are recognized in the balance sheet when each and every one of the following requirements is met: the Group has an existing obligation resulting from a past event and, at the consolidated balance sheet date, it is more likely than not that the obligation will have to be settled; it is probable that to settle the obligation the entity will have to give up resources embodying economic benefits; and a reliable estimate can be made of the amount of the obligation. This heading includes provisions for restructuring charges and litigation, including tax 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 Group. Contingent assets are not recognized in the balance sheet or in the income statement; however, they are disclosed in the notes to financial statements, provided that it is probable that these assets will give rise to an increase in resources embodying economic benefits.

Contingent liabilities are possible obligations of the Group 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. Also, they 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. Contingent liabilities are recognized neither in the balance sheet nor income statement.

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2.2.17. TRANSFERS OF FINANCIAL ASSETS AND DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES

The accounting treatment of transfers of financial assets depends on the extent to which the risks and rewards associated with the transferred assets are transferred to third parties.

The financial assets are derecognised from the consolidated balance sheet only if their cash flows are extinguished or the risks and rewards associated with the financial assets are subtantially transferred. Similarly, the financial liabilities are derecognised of the consolidated balance sheet only if their obligations are extinguised or acquired (with a view to subsequent cancellation or renewed placement)

If substantially all the risks and rewards associated with the transferred financial asset are transferred to third parties, the transferred financial asset is derecognised from the consolidated balance sheet and, at the same time, any right or obligation retained or created as a result of the transfer is recognized.

The Group is considered to have transferred substantially all the risks and rewards if such risks and rewards account for the majority of the risks and rewards incidental to ownership of the transferred assets.

If substantially all the risks and/or rewards associated with the transferred financial asset are retained:

	•		The transferred financial asset is not derecognized and continues to be measured using the same criteria as those used before the transfer in the consolidated balance sheet.

	•		A financial liability is recognized in the amount of compensation received, which is subsequently measured at amortized cost and included under the heading “Financial liabilities at amortized cost — Debt certificates” of the accompanying consolidated balance sheet. As these liabilities do not constitute a current obligation, when measuring such a financial liability the Group deducts those financial instruments owned by it which constitute financing for the entity to which the financial assets have been transferred, in so far as these instruments are deemed to specifically finance the assets transferred.

	•		Both the income generated on the transferred (but not derecognized) financial asset and the expenses of the new financial liability are recognized.

Securitizations

In the specific instance of the securitization funds to which the Group entities transfer their loan portfolios, the following indications of the existence of control are considered for the purpose of analyzing the need for consolidation:

	•		The securitization fund’s activities are undertaken in the name of the entity in accordance with that bank’s specific business requirements with a view to generating benefits or gains from the securitization funds’ operations.

	•		The bank retains decision-making power with a view to securing most of the gains derived from the securitization funds’ activities or has delegated this power in some kind of “auto-pilot” mechanism (the securitization funds are structured so that all the decisions and activities to be performed are pre-defined at their incorporation).

	•		The bank is entitled to receive the bulk of the securitization funds’ profits and is accordingly exposed to the risks inherent in their business activities. The entity retains the bulk of the securitization funds’ residual profit.

	•		The entity retains the bulk of the risk embodied by the assets in the securitization funds and the corresponding asset derecognition rules are applied.

If control is deemed to exist based on the aforementioned indicators, the securitization funds are consolidated within the Group. The Group is deemed to transfer substantially all risks and rewards if its exposure to the potential variation in the future net cash flows of the securitized assets following the transfer is not significative. In this instance, the consolidated Group may derecognize the securitized assets.

The BBVA Group has applied the most stringent prevailing criteria in determining whether or not it retains substantially all the risk and rewards incidental to ownership for all securitizations performed since January 1, 2004. As a result of this analysis, the Group has concluded that none of the securitizations undertaken since

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that date meet the prerequisites for derecognizing the underlying assets from the accompanying consolidated balance sheets (see Note 13.3 and Appendix III) as the Group retains substantially all the risks embodied by expected loan losses or associated with the possible variation in net cash flows, as it retains the subordinated loans extended by the BBVA Group to the same securitization funds.

2.2.18. OWN EQUITY INSTRUMENTS

The balance of the heading “Stockholders’ funds — Treasury Shares” in the accompanying consolidated balance sheets relates mainly to Bank shares held by certain consolidated companies as of June 30, 2009 and December 31, 2008. These shares are carried at acquisition cost, and the gains or losses arising on their disposal are credited or debited, respectively, as appropriate, to the heading “Stockholders’ funds-Reserves” in the accompanying consolidated balance sheets (Note 30).

2.2.19. EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS

Equity-settled share-based payment transactions, when the instruments granted do not vest until the counterparty completes a specified period of service, shall be accounted for those services as they are rendered by the counterparty during the vesting period, with a corresponding increase in equity. The entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted, at grant date.

If the performance condition is a market condition, it is not recognized in the income statement as it was already taken into account in the measurement of initial fair value. Vesting conditions other than market conditions shall not be taken into account when estimating the fair value of the shares ath the measurement date. Instead, vesting conditions shall be taken into account when calculating the number of instruments to be granted, with this effect being recognized in the income statement along with the corresponding increase in equity.

2.2.20. TERMINATION BENEFITS

Termination benefits must be recognized when the Group is committed to severing its contractual relationship with its employees and, to this end, has a formal detailed redundancy plan. There were no redundancy plans in the Group entities, so it is not necessary to recognize a provision for this issue.

2.2.21. CONSOLIDATED STATEMENTS OF CASH FLOWS

For the preparation of the consolidated statement of cash flows has been used the indirect method. This method starts from the entity’s consolidated profit or loss 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 investing or financing cash flows.

For these purposes, in addition to cash on hand, cash equivalents include very short term, highly liquid investments subject to very low risk of impairment.

The composition of component of cash and equivalents respect the headings of consolidated balance sheets is shown in the accompanying consolidated cash flow statements.

For the development of consolidated statement of cash flows is taken into consideration the following concepts:

	§		Cash flows: Inflows and outflows of cash and cash equivalents, the latter being short-term, highly liquid investments subject to a low risk of changes in value, such as balances with central banks, short-term Treasury bills and notes, and demand balances with other credit institutions.

	§		Operating activities: The typical activities of credit institutions and other activities that cannot be classified as investing or financing activities.

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	§		Investing activities: The acquisition, sale or other disposal of long-term assets and other investments not included in cash and cash equivalents.

	§		Financing activities: Activities that result in changes in the size and composition of equity and of liabilities that do not form part of operating activities

2.2.22. STATEMENT OF CHANGES IN CONSOLIDATED TOTAL EQUITY AND CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE

Statement of changes in total equity that reflects all the movements produced in every period in each of the headings of the consolidated equity included the proceeding ones from transactions realized with the shareholders when they act as such, and the due ones to changes in countable criteria and corrections of errors.

Consolidated statement of recognized income and expense that reflects the income and expenses generated in every period, distinguishing the recognized ones as “results“ in the consolidated income statement of the “other gains (losses) and recognized expenses” straight in equity.

The applicable regulations establish that certain categories of assets and liabilities are recognized by its fair value with charge to total equity. These charges, known as “valuation adjustments”, are included in the consolidated total equity of the Group net of tax effect, which has been recognized depending on the case, as deferred tax assets or liabilities.

Consolidated statement of recognized income and expense presents the changes occurred in the “valuation adjustments” for the period detailed by concepts, as well as earnings of the period plus/minus, if applicable, of the adjustments done by the change in accounting principles or by errors of previous periods. The sum of the changes occurred in the heading “valuation adjustments” of the consolidated total equity and the consolidated income of the period forms the “Incomes and expenses of the period”.

2.3 IFRS RECENT PRONOUNCEMENTS

a) STANDARDS AND INTERPRETATIONS IN EFFECT IN 2009

From January 1, 2009 to June 30, 2009, the following amendments to IFRS or interpretations of existing standards (“IFRIC”) came into effect. Their application by the Group did not have a significative impact on the accompanying consolidated financial statements:

IFRS 8 “Operating Segments”

This new standard replaces IAS 14 “Segment Reporting”. The main novelty is the adoption of an approach to management reporting business segments. The information reported will be that which management uses internally for evaluating the performance of operating segments and allocating resources to those segments. In the information to present, the segments identified and the criteria used to identify the segments, will be coincide with those used internally by the organization and the direction, but do not meet the criteria IFRS of the financial statements.

IAS 23 Revised “Borrowing Costs”

The revision to IAS 23 removes the option of immediately recognising as an expense borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset. A qualifying asset is one that takes a substantial period of time to get ready for use or sale. An entity is, therefore, required to capitalise such borrowing costs as part of the cost of the asset.

IFRIC 13 “Customer Loyalty Programmes”

This IFRIC establishes the accounting procedure for the customer loyalty programmes used by entities to provide customers with incentives to buy their goods or services. If a customer buys goods or services, the entity grants the customer award credits (often described as “points”). The customer can redeem the award credits for awards such as free or discounted goods or services. The entity may operate the customer loyalty programme itself or participate in a programme operated by a third party.

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The interpretation requires entities allocate part of incomes of initial sale to exchangeable bond, recognizing them as income only when they have fulfilled their obligations by providing such awards or paying third parties to do so.

IAS 1 Revised — Presentation of Financial Statements

The main changes from the previous version are to require that an entity must:

The “statement of changes in equity” will present the amounts of transactions with owners in their capacity as owners, such as equity contributions, reacquisition of the entity’s own equity instruments and dividends.

Present all non-owner changes in equity (that is, ‘comprehensive income’) either in one statement of comprehensive income or in two statements (a separate income statement and a statement of comprehensive income).

Also, introduce new disclosures requirements when the entity applies an accounting policy retrospectively, makes a restatement or reclassifies headings vis-à-vis the previous Financial Statement. The names of some Financial Statements are change to reflect more clearly its function. (i.e. the Balance Sheet is rename as Statement of Financial Position).

IFRS 2 Revised — Share-based Payment

The amendment to IFRS 2 clarifies that vesting conditions are service conditions and performance conditions only, and that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment.

Amendments to IAS 32 “Financial Instruments: Presentation”

The amendments performed to IAS 32 have the objective of improving the accounting process for financial instruments who’s features are similar to the features of ordinary shares but that are at the present time classified as financial liabilities.

The amendment to IAS 32 requires that entities start to classify some instruments as equity, as long as they fulfill a series of particular requirements. Specifically, the following instruments will be classified as equity:

“Puttable instruments”: Financial instrument that gives the holder the right to put the instrument back to the issuer for cash or another financial asset or is automatically put back to the issuer on the occurrence of an uncertain future event or retirement of the instrument holder. Puttable instruments that are subordinate and that entitle the holder to a pro rata share of the entity’s net assets in the event of the entity’s liquidation will be classified as equity.

Instruments, or components of instruments, that are subordinate to all other classes of instruments and that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation.

Amendment to IAS 27 — Consolidated and separated financial statements; Cost of investments in subsidiaries, jointly controlled entities and associates

The main changes in IAS 27 are the following:

The elimination of the “cost method” from IAS 27.4, which implied that any return of the investment that corresponded to earnings not generated after the date of acquisition should be reduced in the separated financial statements, was due to problems that arose from this concept definition in some jurisdictions. In order to reduce the risk of overvaluation of the investments in subsidiaries, jointly controlled entities and associates, any dividend received by the investor from these entities will be recognised as an income and the related investment would be examined towards any impairment in accordance with IAS 36, as long as there is evidence of impairment on the investment (defining as such those cases in which: the book value of the investment in the separated financial statements is higher than the book value of the consolidated financial statements of the net assets of the investment, including goodwill; or when the dividend exceeds the valuation adjustments recognized in equity related with the investment in the period to which the distribution of dividends are charged.

When a new parent company is formed, it will value the cost of the investments in its separate financial statements the book value presented in the financial statements of the previous parent company as of the date in which the new parent company is created. This would be the case in which a new parent company is

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created when an existing entity decides to reorganize it operational structure and consequently becomes a subsidiary of the new parent company.

First annual Project of improvements of IFRS

This is the first annual project of improvements carried out by the IASB in which small changes that affect the presentation, recognition or assessment of the IFRS as well as changes in terminology and editing, that don’t have any significant effect on the accounting process.

The most significant changes affect the following standards:

IFRS 5 — Non-current Assets Held for Sale and Discontinued Operations

IAS 1 — Presentation of Financial Statements

IAS 16 — Property, Plant and Equipment

IAS 19 — Employee benefits

IAS 20 — Accounting for Government Grants and Disclosure of Government Assistance

IAS 27 — Consolidated and Separate Financial Statements

IAS 28 — Investments in Associates

IAS 38 — Intangible Assets

IAS 39 — Financial Instruments: Recognition and Measurement

IAS 40 — Investment property

IFRIC 14 IAS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction

IFRIC 14 provides detailed guidance on how entities should determine the limit placed by IAS 19 Employee Benefits on the amount of a surplus in a pension plan they can recognize as an asset. It also addresses how pension assets or liabilities can be affected by a legal stipulation or minimum funding requirement, determining the need to recognize an additional liability if the entity has a contractual obligation to make additional contributions to the plan and its ability to recoup these contributions is restricted. IFRIC standardizes practice and ensures that entities recognise an asset in relation to a surplus on a consistent basis.

IFRIC 15 — Agreements for the Construction of Real Estate

This Interpretation says that agreements for the construction of real estate shall only fall under the scope of IAS 11 “Construction Contracts” when the buyer is able to specify the major structural elements of the design of the real estate before construction begins and/or specify major structural changes once construction is in progress (even when the buyer does not exercise this power). To the contrary IAS 18 applies.

IFRIC 16 — Hedges of a Net Investment in a Foreign Operation

This Interpretation addresses the following aspects of hedging net investments in foreign operations:

	•		The risk hedged is the foreign currency exposure to the functional currencies of the foreign operation and the parent entity. Consequently, a parent entity may designate as a hedged risk only the foreign exchange differences arising from a difference between its own functional currency and that of its foreign operation, i.e. the presentation currency does not create an exposure to which an entity may apply hedge accounting.

	•		The hedging instrument(s) may be held by any entity or entities within the group, irrespective of their functional currencies (except the foreign operation the investment in which is hedged), so long as IAS 39 requirements are met.

Amendment to IFRS 7 — Improving Disclosures about Financial Instruments

The amendments introduce changes to disclosures with a view to enhance disclosures about fair value measurements of financial instruments and liquidity risk.

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b) STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE AS OF JUNE 30, 2009

At the date of elaboration of the consolidated financial statements new IFRS’s (International Financial and Reporting Standards) and interpretations (“IFRIC’s”) have been issued, which are not required to be applied as of June 30, 2009, although in some cases earlier application is encouraged. The Group has not yet applied any of the following Standards to its consolidated financial statements.

IFRS 3 Revised — Business Combinations — and modification of IAS 27 — Consolidated and Separate Financial Statements

These standards will be effective for annual periods beginning on or after July 1, 2009. An entity shall apply them prospectively from the period beginning after June 30, 2007.

IFRS 3 (Revised) and the modifications of IAS 27 represent some significant changes in various aspects related to the accounting for Business Combinations that, in general, making more emphasis on fair value. Some of the main changes are: the acquisition costs, which will be registered as expense compared to current treatment of increasing the cost of the business combination; acquisitions achieved in stages, in which at the time the acquirer held the control, re-measured at fair value the ownership interest; or the existence of the option to measure at fair value the minority interests in the acquired, compared to current treatment of measuring its proportional share at fair value of the net assets acquired.

Amendment to IAS 39 — Financial Instruments: Recognition and Measurement. Eligible Hedged Items

This amendment applies retrospectively for annual periods beginning on or after July 1, 2009. Earlier application is permitted.

The amendment stipulates that:

	§		Inflation may not be designated as a hedged item unless it is identifiable and the inflation portion is a contractually specified portion of cash flows and other cash flows of the financial instrument are not affected by the inflation portion.

	§		When changes in the cash flows or fair value of a hedged item above or below a specified price or other variable (a one-sided risk) are hedged via a purchased option, the intrinsic value and time value components must be separated and only the intrinsic value may be designated as a hedging instrument.

IFRIC 17 — Distribution of Non-cash Assets to Owners

The Interpretation is effective for annual periods beginning on or after July 1, 2009. Earlier application is permitted.

IFRIC 17 stipulates that all non-cash distributions to owners must be valued at fair value, clarifying that:

	§		A dividend payable should be recognized when the dividend is appropriately authorized and is no longer at the discretion of the entity.

	§		An entity should recognize the difference between the dividend paid and the carrying amount of the net assets distributed in profit or loss.

Amendments to IFRIC 9 and IAS 39 — Reassessment of Embedded Derivatives

The amendments will be applicable for annual periods ending on or after June 30, 2009.

The goal is to clarify the accounting treatment of embedded derivatives so as to prevent potential issues relating to the application of the latest amendments introduced to IAS 39.

The amendment to IAS 39 prohibits reclassification of hybrid financial instruments carried at fair value through profit and loss when said reclassification implies the separation of the embedded derivative from the host contract and the fair value of the embedded derivative cannot be measured reliably.

The amendment to IFRS 9 allows separation of embedded derivatives from a host contract when an entity reclassifies a hybrid financial asset out of the fair value through profit and loss category.

Group management considers that the effectiveness of this amendment will not have a material impact on its consolidated financial statements.

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Second IASB Annual IFRS Improvements Project

The IASB has published its second annual improvement project designed to make necessary, but non-urgent, amendments to IFRSs that will not be included in another project, most of which will be applicable for annual periods beginning on or after Janiary 1, 2010.

The amendments are primarily aimed at eliminating inconsistencies between certain IFRSs and at clarifying terminology.

Group management considers that the effectiveness of these improvements will not have a material effect on its consolidated financial statements.

3. BANCO BILBAO VIZCAYA ARGENTARIA GROUP

The BBVA Group is an international diversified financial group with a significant presence in the retail banking business, wholesale banking, assets management and private banking. Additionally, the Group maintains business activity in other sectors, such as the insurance, real estate and operational leasing sectors as well as other business activities.

The following table sets forth information relating to total assets as of June 30, 2009 and income attributed to the Group for the six months ended June 30, 2009 of the entities of the Group, based on the activity of the entity:


	Millions of euros
						Total income
	Total assets		% of the total			of the period			% of the total
	contributed		asset of the			contributed			income of the
	to the Group		Group			to the Group			Group
Banks		503,977		92.88	%		2,566			91.69	%
Financial services		8,521		1.57	%		135			4.82	%
Portfolio and funds managing company and dealers		12,168		2.24	%		(252	)		(9.00	)%
Insurance and pension fund managing company		15,346		2.83	%		373			13.31	%
Real Estate, services and other entities		2,622		0.48	%		(23	)		(0.82	)%

Total		542,634		100	%		2,799			100	%

The activity of the Group is mainly located in Spain, Mexico, United States, Latin American, maintaining as well as an active presence in Europe and Asia (see Note 17).

The total assets of the Group’s most significant subsidiaries, grouped by countries where Group has activity, as of June 30, 2009 and December 31, 2008 are as follows:


	Millions of euros
COUNTRY	June-09		December-08

Spain		380,018		380,532
Mexico		63,241		61,023
USA & Puerto Rico		46,703		49,698
Chile		10,104		9,389
Venezuela		10,603		9,652
Colombia		6,988		6,552
Peru		7,210		7,683
Argentina		4,934		5,137
Other		12,833		12,984

Total		542,634		542,650

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The “Interest and similar income” of the Group’s most significant subsidiaries, grouped by countries where Group has activity, for the six months periods ended June 30, 2009 and 2008, are as follows:


	Millions of euros
COUNTRY	June-09		June-08

Spain		6,826		8,398
Mexico		2,863		3,213
USA & Puerto Rico		1,011		1,071
Chile		235		448
Venezuela		722		496
Colombia		401		375
Peru		305		229
Argentina		298		254
Other		250		298

Total		12,911		14,782

Appendix II provides relevant information as of June 30, 2009 on the consolidated entities in the Group accounted for using the equity method.

Appendix IV provides relevant information as of June 30, 2009 on the consolidated jointly controlled entities accounted for using the proportionate consolidation method.

Appendix VI includes the changes in ownership interests held by the Group as of June 30, 2009.

Appendix VII includes a detail of the fully consolidated subsidiaries which, based on the information available, were more than 10% owned by non-Group shareholders as of June 30, 2009.

- Spain

The activity of the Group in Spain is carried out fundamentally through BBVA which is the Group’s parent company. Appendix I includes the BBVA individual financial statements as of June 30, 2009.

The following table sets forth information relating to total assets and income before tax of the Group over the total assets and consolidate income before tax of the Group, as of June 30, 2009 and December 31, 2008:


	June-09			December-08

% BBVA Assets over Group Assets		66	%		63	%
% BBVA Income before tax over Consolidated income before tax		53	%		28	%

Additionally, there are other entities of the Group in Spain’s banking sector, insurance sector, real estate sector and entities of services and operating leases.

- Mexico

The Group presence in Mexico dates back to 1995. The activity is mainly developed through Grupo Financiero BBVA Bancomer, both in the banking sector through BBVA Bancomer, S.A. de C.V. as in the insurance and pensions business through Seguros Bancomer S.A. de C.V., Pensiones Bancomer S.A. de C.V., and Administradora de Fondos para el Retiro Bancomer, S.A. de C.V.

- United States and Puerto Rico

In recent years, the Group has expanded its presence in the United States through the acquisition of several financial groups operating in several southern states. In 2007 the Group acquired Compass Bancshares Inc. and State National Bancshares Inc. taking control of these entities and the companies of their groups. The merger between the three banks in Texas (Laredo National Bank, Inc., Texas National Bank, and State National Bank) and Compass Bank, Inc. took place along 2008.

The BBVA group has as well a significant presence in Puerto Rico through its subsidiary bank BBVA Puerto Rico, S.A.

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- Latin American Countries

The Group’s activity in the rest of the Latin American countries is mainly focused on the banking, insurance and/or pensions sectors in the following countries: Chile, Venezuela, Colombia, Peru, Argentina, Panama, Paraguay and Uruguay. In Bolivia and Ecuador the business activity is concentrated in the pensions sector.

The Group owns more than 50% of most of the companies in these countries, with the exception of certain companies based in Peru and Venezuela. Following is the detail of companies forming part of the BBVA Banco Continental (Peru) Group and BBVA Banco Provincial (Venezuela) which, although less than 50% owned by the Group, as of December 31, 2008, are fully consolidated because the agreements entered into with the other shareholders give the Group effective control (Note 2.1):


	% Voting		%
COMPANY	Rights		Ownership

Banco Continental, S.A.		92.08		46.04
Continental Bolsa, Sociedad Agente de Bolsa, S.A.		100		46.04
Continental Sociedad Titulizadora, S.A.		100		46.04
Continental S.A. Sociedad Administradora de Fondos		100		46.04
Inmuebles y Recuperaciones Continental, S.A.		100		46.04
Continental DPR Finance Company		100		46.04
Comercializadora Corporativa SAC		99.99		50.00
Banco Provincial Overseas N.V.		100		48.01

Changes in the Group

The most noteworthy acquisitions and sales of subsidiaries for the six months ended June 30, 2009 and in the year 2008 were as follows:

Changes in the Group for the six months ended June 30, 2009

There were no significant changes to the Group’s structure between January 1 and June 30, 2009 other than the two Group companies which were merged into BBVA, S.A., as outlined below:

•		*Merger by absorption of Banco de Crédito Local and BBVA Factoring E.F.C., S.A.*

		The directors of Group subsidiaries Banco de Crédito Local de España, S.A. (Sole Shareholder Company) and BBVA Factoring E.F.C., S.A. (Sole Shareholder Company), in their respective board meetings on January 26, 2009, and of Banco Bilbao Vizcaya Argentaria, S.A., in its board meeting on January 27, 2009, approved the merger of the two companies into BBVA, S.A and the corresponding en bloc universal transfer of all their assets and liabilities to BBVA, which acquired by universal succession the rights and obligations of the merged entities.

		The merger agreements were submitted to the companies’ respective shareholders for approval in general meeting during the first quarter of 2009.

		Both mergers were duly filed with the Business Register on June 5, 2009. Accordingly, as of that date of the merged the companies were effectively dissolved. For accounting purposes the mergers took effect from January 1, 2009.

Changes in the Group in 2008

During this period, there were no significant changes in the Group, except the previously mentioned fusion of three banks in Texas (Laredo National Bank, Inc., Texas National Bank, Inc., and State National Bank, Inc.) with Compass Bank, Inc.

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4. DIVIDENDS PAID BY THE BANK

The dividends paid in the six months periods ended June 30, 2009 and 2008 were as follows:


	June-09							June-08
						Amount							Amount
	% over			Euros per		(millions		% over			Euros per		(millions of
	nominal			share		of euros)		Nominal			share		euros)

Ordinary shares		34	%		0.167		626		87.6	%		0.429		1,608
Rest of shares		—			—		—		—			—		—
Total dividends paid		34	%		0.167		626		87.6	%		0.429		1,608
Dividends with charge to income		34	%		0.167		626		87.6	%		0.429		1,608
Dividends with charge to reserve or share premium		—			—		—		—			—		—
Dividends in kind		—			—		—		—			—		—

On January 12, 2009, the third interim dividend for 2008 was paid for a gross amount of EUR 0.167 per share (net: EUR 0.13694 per share) on each of the 3,747,969,121 shares comprising share capital.

The own shares awarded to shareholders as part of supplementary remuneration to the 2008 dividend (Note 28), as ratified at the General Shareholders’ Meeting held on March 13, 2009, were delivered to shareholders on April 20, 2009.

After June 30, 2009, the Board of Directors of BBVA, at a meeting held on July 8, 2009, agreed on the first interim dividend payment for 2009, setting a gross payment of EUR 0.09 per share.

The provisional accounting statement elaborated by Banco Bilbao Vizcaya Argentaria, S.A. as of May 31, 2009 in accordance with legal requirements, highlights the existence of enough resources for the distribution of interim dividends, being as follows:


	Millions of euros
	First dividend of 2009

Interim dividend -
Profit at each of the dates indicated, after the provision for income tax		1,232
Less -
Estimated provision for Legal Reserve		—
Interim dividends paid		—

Maximum amount distributable		1,232

Amount of proposed interim dividend		337

5. EARNINGS PER SHARE

The calculation of earnings per share for the six months periods ended June 30, 2009 and 2008 was as follow:


EARNINGS PER SHARE FOR CONTINUING OPERATIONS	June-09		June-08

Numerator for basic earnings per share:
Income available to common stockholders (thousands of euros)		2,799		3,108
Numerator for diluted earnings per share:
Income available to common stockholders (thousands of euros)		2,799		3,108
Denominator for basic earnings per share (millions of shares)		3,703		3,717
Denominator for diluted earnings per share (millions of shares)		3,703		3,717

Basic earnings per share for continuing operations (euros)		0.76		0.84

Diluted earnings per share for continuing operations (euros)		0.76		0.84

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As of June 30, 2009 and 2008, the Group had no share-based instruments or payment commitments to employees that would have a significant dilutive effect on the earnings per share calculation for the periods presented or discontinued operations that would affect the calculation in either interim period.

6. BASIS AND METHODOLOGY INFORMATION FOR SEGMENT REPORTING

Segment reporting represents a basic tool in the oversight and management of the Group’s various businesses. The Group compiles reporting information on as disaggregated a level as possible, and all data relating to the businesses these units manage is recorded in full. These disaggregated units are then amalgamated in accordance with the organizational structure preordained by the Group into higher level units and, ultimately, the business segments themselves. Similarly, each of the legal entities making up the Group are assigned to the various business segments based on their core activities.

Once the composition of each business segment has been defined, certain management criteria are applied, noteworthy among which are the following:

	§		Economic capital: capital is allocated to each business based on capital at risk (CaR) criteria, in turn predicated on unexpected loss at a specific confidence level, determined as a function of the Group’s target solvency ratio. This target is in turn set at two levels: Tier 1 capital, which determines capital allocation and serves as the benchmark for determining each business’ return-on-equity (ROE); total capital, which determines additional allocations in relation to preferred shares and subordinated debt. The CaR calculation encompasses credit risk, market risk, structural balance sheet risk, shareholding risks, operational risk, risks to tangible assets and technical risks at insurance companies. These calculations are performed using internal models which have been designed following the guidelines and requirements stipulated in the Basel II capital accord, with economic criteria predominating over regulatory ones.

			CaR, due to its sensitivity to risk exposure, is an element that is intertwined with the businesses’ management policies, standardizing capital allocation across them in accordance with the risks assumed and facilitating comparison of returns across the various businesses. This means CaR is calculated on a uniform and consolidatable basis for all classes of risk and for every transaction, balance and exposure, enabling risk-adjusted assessments and aggregate performance data by customer, product, segment, unit or business area.

	§		Internal transfer prices: the calculation of the interest spreads at each business is performed using rates adjusted for maturities and rate reset clauses in effect on the various assets and liabilities making up each unit’s balance sheet. The allocation of profits across business generation and distribution units (e.g., in asset management products) is performed at market prices.

	§		Allocation of operating expenses: both direct and indirect expenses are allocated to the segments, except for those items for which there is no clearly defined or close link with the businesses, as they represent corporate/institutional expenses incurred on behalf of the overall Group.

	§		Cross-selling: on certain occasions, consolidation adjustments are made to eliminate certain overlap in two or more units’ results on account of cross-selling incentives.

Description of the Group’s operating segments

The Group determines the following business areas to be its operating segments for reporting purposes. Thus the present composition of the Group’s operating segments as of June 30, 2009, is as follows

	§		Spain and Portugal this includes: the Spanish retail branch network (individual customers, high networth individuals and small companies and businesses in the domestic market); the business & corporate banking unit (SMEs, large companies, institutions and developers in the domestic market); and the remaining units, in particular, consumer finance, BBVA Seguros and BBVA Portugal.

	§		Wholesale Banking & Asset Management (WB&AM) this consists of: Corporate and Investment Banking (including the activities of the European, Asian and New York offices with large corporate and business customers); Global Markets (trading floor business and distribution in Europe, Asia and New York); Asset Management, which includes traditional asset management (mutual and pension funds in Spain) as well as alternative funds and private equity; the Group’s own equity portfolios and long-term business projects (which spans the business development activity covering endeavours with long lead times and the private equity business conducted by Valanza S.C.R); and Asia

F-42

			(through the Group’s holding in the Citic group). Wholesale Banking & Asset Management also operates in these businesses in Mexico and South America. However, this report covers its activities and earnings in those regions under the umbrella of the business areas there.

	§		Mexico: this area operates the banking, insurance and pension businesses in Mexico.

	§		The United States: this area operates the banking and insurance business in the United States, including those conducted in the Commonwealth of Puerto Rico.

	§		South America: this area operates the banking, insurance and pension businesses in South America.

	§		The Corporate Activities area handles the Group’s general management functions. These mainly consist of structural positions for interest rates associated with the euro balance sheet and exchange rates, together with liquidity and shareholders’ funds. The management of structural risks related to interest rates in currencies other than the euro is handled by the corresponding areas. This area also includes the Group’s industrial portfolio management unit and financial shareholdings, along with its non-international real estate business.

BBVA has maintained the criteria it applied in 2008 to the composition of the business areas very much the same for 2009, with only a few insignificant changes. These do not affect the Group-level information and their impact on the figures for the different business units and areas is practically irrelevant. Nonetheless, the 2008 data have been reformatted to include these marginal changes to ensure like-for-like comparison.

The detail of the total assets of the Group for each operating segment as of June 30, 2009 and December 31, 2008, is as follows:


	Millions of euros
	Total assets
	June-09		December-08

Spain and Portugal		219,114		220,470
WB&AM		142,536		136,785
Mexico		63,327		60,704
USA		40,463		43,351
South America		42,821		41,600
Corporate Activities		34,373		39,740

Total		542,634		542,650

The detail of the consolidated income for the six months ended June 30, 2009 and 2008 for each operating segment is as follows:


	Millions of euros
	Consolidated income
	June-09			June-08

Spain and Portugal		1,270			1,292
WB&AM		539			557
Mexico		724			950
USA		85			164
South America		463			351
Corporate Activities		(282	)		(206	)

Subtotal		2,799			3,108

Not assigned income		—			—
Elimination of interim income (between segments)		—			—
Other gains (losses)		243			169
Income tax and/or income from discontinued operations		961			1,213

INCOME BEFORE TAX		4,003			4,490

F-43

The detail of the ordinary income of the Group for the periods between January, 1 and June 30, 2009 and 2008 for each operating segment, which is conformed by the interest income, equity instruments income, fee and commission income, net gains on financial assets and liabilities and other operating income, is as follows:


	Millions of euros
	Total ordinary income
	June-09		June-08

Spain and Portugal		5,586		6,433
WB&AM		2,112		2,903
Mexico		3,991		4,758
USA		1,373		1,430
South America		2,817		2,662
Corporate Activities		2,119		2,564
Adjustments and eliminations of ordinary income between segments		—		—

TOTAL		17,998		20,750

7. RISK EXPOSURE

Dealing in financial instruments can entail the assumption or transfer of one or more classes of risk by financial institutions. The main risks inherent in financial instruments are:

•

Market risk is defined as the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. There are three types of market risk:

	-		Currency risk: exposure to fluctuations in the exchange rate between currencies.

	-		Fair Value interest rate risk: exposure to fluctuations in market interest rates.

	-		Price risk: exposure to changes in market prices, whether those changes are caused by factors specific to the instrument itself, or by factors affecting all similar financial instruments traded in the market.

	•		Credit risk is 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 due to the insolvency or inability to repay of the obliged natural persons or legal entities.

	•		Liquidity risk is defined as the risk that an entity will not be able to meet obligations associated with financial liabilities, or will be forced to secure funding on onerous conditions, or on conditions that could damage the entity’s image and/or reputation.

RISK GUIDELINES AND POLICIES

The general guiding principles followed by the BBVA Group to define and monitor its risk profile are set out below:

	•		The risks assumed must be aligned with the Group’s regulatory capital in accordance with its target solvency level.

	•		There are limits in place to curtail the concentration of exposures to specific risk factors that could jeopardize the Group’s objectives in terms of solvency, liquidity and earnings recurrence.

	•		The Group’s endeavours to generate profits must imply a high degree of repeat earnings.

	•		Business growth must be financed in accordance with prudent liquidity management.

	•		All risks must be identified, measured and evaluated and procedures must be in place to monitor and manage these risks.

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	•		Maintenance of robust tools for controlling and mitigating operational and reputational risks.

	•		The business divisions are held responsible for proposing and maintaining an adequate risk profile within their scope of activity and under the umbrella of the corporate risk management framework.

	•		The risk management infrastructure must be sufficient to lend dynamic support to the principles listed above in relation to tools, databases, IT systems, procedures and personnel.

Building on these principles, the Group has developed an integrated risk management system that is structured around three main components: a corporate risk governance regime, with segregation of duties and responsibilities; a set of tools, circuits and procedures that constitute the various discrete risk management regimes, and an internal risk control system.

In relation to the second mentioned principles -limiting risk concentrations-, specifically in the trading area, limits are approved each year by the Board’s Risk Committee on exposures to trading, structural interest rate, structural currency, equity and liquidity risk at the banking entities and in the asset management, pension and insurance businesses. These limits factor in many variables, including economic capital and earnings volatility criteria, and are reinforced with alert triggers and a stop-loss scheme.

In relation to credit risk, maximum exposure limits are set by customer and country; generic limits are also set for maximum exposure to specific deals and products. Upper limits are allocated based on iso-risk curves, determined as the sum of expected losses and economic capital, and its ratings-based equivalence in terms of gross nominal exposure.

An additional guideline in terms of oversight of maximum risk concentration up to and at the level of 10% of equity: stringent requirements in terms of in-depth knowledge of the counterparty, its operating markets and sectors.

For retail portfolios, potential concentrations of risk are analyzed by geography or by certain specific risk profiles in relation to overall risk and earnings volatility; where appropriate, the opportune measures are taken, imposing cut-offs using scoring tools, via recovery management and mitigating exposure using pricing strategy, among other approaches.

CORPORATE GOVERNANCE STRUCTURE

The Group has a corporate governance system which is in keeping with international recommendations and trends, adapted to its business environment and to the most advanced practices in the markets in which it pursues its business.

In the field of risk management, it is the board of directors that is responsible for approving the risk control and management policy, as well as periodically monitoring internal reporting and control systems.

To perform this function correctly the board is supported by the Executive Committee and a Risk Committee, the main mission of the latter being to assist the board in undertaking its functions associated with risk control and management.

As per Board Regulations, article 36, for these purposes, the Risk Committee is assigned the following functions:

	•		Analysing and assessing proposals for Group risk strategy and policies.

	•		Monitoring the degree to which the risks assumed are in line with the specified profile.

	•		To assess and approve, where applicable, any risks whose size could compromise the Group’s capital adequacy or recurrent earnings, or that present significant potential operational or reputational risks.

	•		Verification that the Group is provided with the means, systems, structures and resources in line with best practices, to enable it to implement its risk management strategy.

The Group’s risk management system is managed by Corporate Risks Area, which combines a view by risk type with a global view. The Corporate Area of Risks is formed by units specialized for every class of risk (credit, market and structural, operational and not bank risks) that work close to transverse units as Global Management of the Risk that integrates all the risks, the unit of Methodologies of evaluation of the risks and Transformation and Internal Control.

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Below this level there are risk teams with which it maintains flowing, continuous relations, and which examine the risks from each country or from specific business groups.

Using this structure, the risk management function assures firstly, the integration, control and management of all the Group’s risks; secondly, the application of standardised risk principles, policies and metrics throughout the entire Group; and thirdly, the necessary insight into each geographical region and each business.

This organisational lay-out is supplemented by regular running committees which may be exclusively from the Risk Area (the Global Risk Committee and the Technical Operations Committee) or they may comprise several areas (The New Products Committee; the Global Internal Control and Operational Risk Committee, the Assets and Liabilities Committee and the Liquidity Committee). Their scope is:

	•		The Global Risk Committee, made up of the corporate supervisors of risk management in the Group, is to develop and implement the Group’s risk management model in such a way as to ensure that the cost of risk is appropriately integrated into the different decision-making processes. It thus assesses the Group’s global risk profile and whether its risk management policies are consistent with its target risk profile; it identifies global risk concentrations and alternatives to mitigate these; it monitors the macroeconomic and competitor environment, quantifying global sensitivities and the foreseeable impact different scenarios will have on risk exposure.

	•		The Technical Operations Committee analyses and approves, if appropriate, transactions and financial programmes to the level of its competency, scaling up those beyond its scope of power to the Risks Committee.

	•		The task of the Global Internal Control and Operational Risk Committee is to undertake a review at Group-level and of each of its units, of the control environment and the running of the Internal Control and Operational Risk Models, and likewise to monitor and locate the main operational risks the Group has open, including those of a transversal nature. This Committee is therefore the highest operational risk management body in the Group.

	•		The functions of the New Products Committee are to assess, and if appropriate to approve, the introduction of new products before activities commence; to undertake subsequent control and monitoring for newly authorised products; and to foster business in an orderly way to enable it to develop in a controlled environment.

	•		The Assets and Liabilities Committee (ALCO) is responsible for actively managing structural liquidity, interest rate and exchange rate risks, together with the Group’s own funds base.

	•		The Liquidity Committee will undertake monitoring of the measures adopted and it will verify the disappearance of the trend signals which led to it being convened or, if it so deems necessary, it will proceed to convene the Crisis Committee.

TOOLS, CIRCUITS AND PROCEDURES

The Group has implemented an integrated risk management system designed to cater for the needs arising in relation to the various types of risk; this prompted it to equip the management processes for each risk with measurement tools for risk acceptance, assessment and monitoring and to define the appropriate circuits and procedures, which are reflected in manuals that also include management criteria.

Specifically, the main risk management activities performed are as follows: calculation of the risk exposures of the various portfolios, considering any related mitigating factors (netting, collateral, etc.); calculation of the probability of default (PD), loss severity and expected loss of each portfolio, and assignment of the PD to the new transactions (ratings and scorings); measurement of the values-at-risk of the portfolios based on various scenarios using historical simulations; establishment of limits to the potential losses based on the various risks incurred; determination of the possible impacts of the structural risks on the income statement; setting of limits and alerts to safeguard the Group’s liquidity; identification and quantification of operational risks by business line to enable the mitigation of these risks through corrective measures; and definition of efficient circuits and procedures which contribute to the achievement of the targets set.

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7.1 CREDIT RISK

Credit risk is 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 due to the insolvency or incapacity of natural or legal persons.

Maximum exposure to credit risk

For the financial assets recognized on the face of the consolidated balance sheet, credit risk exposure is equivalent to these assets’ carrying amounts. The maximum exposure to credit risk on financial guarantees extended is the maximum that the Group is liable for if these guarantees are called in.

The Group’s maximum credit exposure (except for trading derivatives and hedging derivates) as of June 30, 2009 and December 31, 2008, without recognizing the availability of collateral or other credit enhancements, is broken down by sector in the table below:


			Millions of euros
	Note		June-09		December-08

Financial asstest held for trading		10		32,618		26,556
Debt securities				32,618		26,556
Public sector				28,100		20,778
Credit institutions				1,841		2,825
Other sectors				2,677		2,953
Other financial assets designated at fair value through profit or loss		11		518		516
Debt securities				518		516
Public sector				30		38
Credit institutions				43		24
Other sectors				445		454
Availvable-for-sale financial assets		12		49,622		39,961
Debt securities				49,622		39,961
Public sector				30,548		19,576
Credit institutions				12,905		13,377
Other sectors				6,169		7,008
Loans and receivables		13		359,413		375,387
Loans and advances to credit institutions				24,513		33,679
Loans and advances to customers				334,440		341,322
Public Sector				24,052		22,503
Agriculture				3,717		4,109
Industry				46,797		46,576
Real estate and construction				53,541		47,682
Trade and finance				44,847		51,725
Loans to individuals				125,786		127,890
Leases				8,719		9,385
Other				26,981		31,452
Debt securities				460		386
Public sector				356		290
Credit institutions				4		4
Other sectors				100		92
Held-to-maturity investments		14		5,101		5,285
Public sector				3,744		3,844
Credit institutions				749		800
Other sectors				608		641

Subtotal				447,272		447,705

Valuation adjustments				538		942

Total Balance				447,810		448,647

Financial guarantees		33		34,421		35,952
Other contingent exposures				7,583		6,234
Drawable by third parties		33		85,140		92,663
Public sector				3,417		4,221
Credit institutions				2,254		2,021
Other sectors				79,469		86,421

Total off-balances				127,144		134,849

Total				574,954		583,496

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The BBVA Group’s maximum credit risk exposure on derivatives as of June 30, 2009 amounted to €46,324 million (As of December 31, 2008: €46,888 million). This figure is a better reflection of maximum credit risk exposure than the balance sheet amount, as it includes not only the fair value of the Group’s positions at the reporting date (which is all that the balance sheet figure reflects), but also an estimate of the potential risk exposure on these positions when they expire.

Mitigating credit risk: collateral and other credit enhancements, including hedging policies and risk mitigation

In most instances the maximum credit exposure is mitigated by collateral, credit enhancements and other measures devised to reduce BBVA’s ultimate exposure.

The Group applies a credit risk protection and mitigation policy deriving from the banking approach focused on relationship banking. On this basis, the provision of guarantees is a necessary instrument but one that is not sufficient when taking risks; therefore for the Group to assume risks, it needs to verify the payment or resource generation capacity to comply with repayment of the risk incurred.

The aforementioned is carried out through a prudent risk management policy which consists of analysing the financial risk in a transaction, based on the repayment or resource generation capacity of the credit receiver, the provision of guarantees in any of the generally accepted ways (monetary, collateral or personal guarantees and hedging) appropriate to the risk borne, and lastly on the recovery risk (the asset’s liquidity).

The procedures for the management and valuation of collaterals are set out in the internal Manual on Credit Risk Management Policies, which the Group actively uses in the arrangement of transactions and in the monitoring of both these and customers.

This Manual lays down the basic principles of credit risk management, which includes the management of the collaterals assigned in transactions with customers. Accordingly, the risk management model jointly values the existence of a suitable cash flow generation by the obligor that enables them to service the debt, together with the existence of suitable and sufficient guarantees that ensure the recovery of the credit when the obligor’s circumstances render them unable to meet their obligations.

The procedures used for the valuation of the collateral are consistent with the market’s best practices, which involve the use of appraisal for real estate guarantees, market price for shares, quoted value of shares in a mutual fund, etc.

All collaterals assigned are to be properly instrumented and recorded in the corresponding register, as well as receive the approval of the Group’s Legal Units.

Following is a description of the principal guarantees or credit enhancements, which are taken directky from the issuer or counterparty, for every class of financial instruments:

	§		Financial assets held for trading: Guarantees or credit enhancements, which are taken directly from the issuer or counterparty, are implied in the instruments’ contractual clauses. For trading derivatives credit risk is minimized via master netting agreements, whereby derivative financial assets and liabilities with the same counterparty can been settled net. Other types of guarantees may also be put in place, depending on the counterparty’s solvency and the nature of the transaction.

	§		Other financial assets designated at fair value through profit or loss: Guarantees or credit enhancements, which are taken directly from the issuer or counterparty, are implied in the instruments’ contractual clauses.

	§		Available-for-sale financial assets: Guarantees or credit enhancements, which are taken directly from the issuer or counterparty, are implicit to the instrument’s structuring.

	§		Loans and receivables:

	-		Loans and advances to credit institutions: They have personal guarantees from the counterparties and, on occasion, an additional guarantee from another credit entity with which a credit derivative has been written.

	-		Loans and advances to customers: Most of these operations are backed by personal guarantees extended by the counterparties. The collateral received to secure loans and advances to customers include mortgages, cash guarantees and other collateral such as pledged securities. Other kinds of credit enhancements may be put in place such as guarantees, credit derivatives, etc.

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Debt securities: Guarantees or credit enhancements, which are taken directly from the issuer or counterparty, are implicit to the instrument’s structuring.

	§		Held-to-maturity investments: Guarantees or credit enhancements, which are taken directly from the issuer or counterparty, are implicit to the instrument’s structuring.

	§		Hedging derivatives: Credit risk is minimized via master netting agreements, whereby derivative financial assets and liabilities with the same counterparty can be settled net. Other types of guarantees may also be put in place, depending on the counterparty’s solvency and the nature of the transaction.

	§		Financial guarantees, other contingent exposures and drawable by third parties: They have personal guarantees from the counterparties and, on occasion, an additional guarantee from another credit entity with which a credit derivative has been written.

The Group’s collateralized credit risk as of June 30, 2009 and December 31, 2008, excluding balances deemed impaired, is broken down in the table below:


	Millions of euros
	June-09		December-08

Mortgage loans		127,210		125,540
Operating assets mortgage loans		4,038		3,896
Home mortgages		97,779		96,772
Rest		25,393		24,872
Secured loans, except mortgage		19,729		19,982
Cash guarantees		217		250
Pledging of securities		572		458
Rest		18,940		19,274

Total		146,939		145,522

In addition, the derivatives carry contractual, legal compensation rights that have effectively reduced credit risk by €30,702 million as of June 30, 2009 and €29,377 million as of December 31, 2008.

Specifically in relation to mortgages, as of June 30, 2009 the average amount pending collection on the corresponding loans represented 55% of the fair value of the properties pledged (55% as of December 31, 2008)

Credit quality of financial assets that are neither past due nor impaired

BBVA has ratings tools that enable it to rank the credit quality of its operations and customers based on a scoring system and to map these ratings to probability of default (PD) scales. To analyze the performance of PD, the Bank has a series of historical databases that house the pertinent information generated internally.

The scoring tools vary by customer segment (companies, corporate clients, SMEs, public authorities, etc). For wholesale portfolios where the number of defaults is very low (sovereigns, corporates, financial entities) the internal ratings models are fleshed out by benchmarking the statistics maintained by the external rating agencies (Moody’s, Standard and Poor’s and Fitch Ibca). To this end, each year the Bank compares the PDs compiled by the agencies and allocated to each level of rating of risk, mapping the measurements compiled by the various agencies to the BBVA master ratings scale.

BBVA maintains a master ratings scale with a view to facilitating the uniform classification of the Group’s various risky asset portfolios. Following, as of June 30, 2009, is a 17-notch abridged scale which groups outstanding risk into 17 categories:

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	Probability of default (basic points)
			Minimum		Maximum
Rating	Average		from >=		until <

AAA		1		0		2
AA+		2		2		3
AA		3		3		4
AA-		4		4		5
A+		5		5		6
A		8		6		9
A-		10		9		11
BBB+		14		11		17
BBB		20		17		24
BBB-		31		24		39
BB+		51		39		67
BB		88		67		116
BB-		150		116		194
B+		255		194		335
B		441		335		581
B-		785		581		1,061
C		2,122		1,061		4,243

The external ratings agencies’ ratings schedules correlate directly to the Group’s aggregate master rating’s scale, as depicted in the following table:


Equivalence between different agencies: Functional Criteria
Level	S&P Rating	Moody’s Rating	Fitch Rating	Aggregated Rating	Aggregated PD

1	AAA	Aaa	AAA	AAA	0.01%
2	AA+	Aa1	AA+	AA+	0.02%
3	AA	Aa2	AA	AA	0.03%
4	AA-	Aa3	AA-	AA-	0.04%
5	A+	A1	A+	A+	0.05%
6	A	A2	A	A	0.08%
7	A-	A3	A-	A-	0.10%
8	BBB+	Baa1	BBB+	BBB+	0.14%
9	BBB	Baa2	BBB	BBB	0.20%
10	BBB-	Baa3	BBB-	BBB-	0.31%
11	BB+	Ba1	BB+	BB+	0.51%
12	BB	Ba2	BB	BB	0.88%
13	BB-	Ba3	BB-	BB-	1.50%
14	B+	B1	B+	B+	2.55%
15	B	B2	B	B	4.41%
16	B-	B3	B-	B-	7.85%
17	CCC-C	Caa-C	CCC-C	CCC-C	21.22%

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The tables below outline the distribution of exposure by internal ratings including derivatives to companies, financial entities and public institutions (excluding sovereign risk) as of June 30, 2009 and December 31, 2008:


June-09
Rating	%

AAA/AA+/AA/AA-		21.38	%
A+/A/A-		29.41	%
BBB+		8.80	%
BBB		7.19	%
BBB-		8.24	%
BB+		6.55	%
BB		7.22	%
BB-		5.93	%
B+		3.15	%
B		1.64	%
B-		0.35	%
CCC/CC		0.14	%

Total		100	%


December-08
Rating	%

AAA/AA		23.78	%
A		26.59	%
BBB+		9.23	%
BBB		5.76	%
BBB-		9.48	%
BB+		8.25	%
BB		6.16	%
BB-		5.91	%
B+		3.08	%
B		1.44	%
B-		0.29	%
CCC/CC		0.03	%

Total		100	%

Policies for preventing excessive concentrations of risk

In order to prevent the build up of excessive concentrations of credit risk at the individual, country and sector levels, the Group oversees updated risk concentration indices at the individual and portfolio levels tied to the various observable variables within the field of credit risk management. The limit on the Group’s exposure or share of a customer’s financial business therefore depends on the customer’s credit rating, the nature of the facility, and the Group’s presence in a given market, based on the following guidelines:

	•		Striking a balance between the customer’s financing needs, broken down by type (trade/financial, short/long-term, etc.), and the degree to which its business is or is not attractive to BBVA. This approach drives a better operational mix that is still compatible with the needs of the bank’s clientele.

	•		Other determining factors relate to national legislation and the ratio between the size of the customer book and bank’s equity, to prevent risk from becoming overly concentrated among few customers. Additional factors taken into consideration include constraints related to market, customer, internal regulation and macroeconomic factors, etc.

	•		Meanwhile, correct portfolio management leads to identification of risk concentrations and enables the taking of appropriate action.

Operations with customers or groups that entail an expected loss plus economic capital of over €18 million are approved at the highest level, i.e., by the Board Risk Committee. As a reference point, this is equivalent in terms of exposure to 10% of eligible equity for an AAA and to 1% for a BB rating, implying oversight of the major individual risk concentrations by the highest-level risk governance bodies as a function of credit ratings.

Financial assets past due but not impaired

The table below provides disclosure on financial assets past due as of June 30, 2009 but not impaired, including any amount due to date, by class of financial instrument:

Millions of euros

Less than 1

1 to 2

month

months

2 to 3 months

Total

Loans and advances to customers

3,270

561

599

4,430

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Impaired assets and impairment losses

The table below breaks down the balance of impaired financial assets in the consolidated balance sheets and impaired contingent liabilities as of June 30, 2009 and December 31, 2008 by heading:


	Millions of euros
	June-09		December-08

IMPAIRED RISKS ON BALANCE
Available-for-sale		289		188
Debt securities		289		188
Loans and receivables		11,625		8,540
Loans and advances to credit institutions		98		95
Loans and advances to customers		11,509		8,437
Debt securities		18		8

Total		11,914		8,728

Of which:
Public sector		100		102
Credit institutions		175		165
Collateralized financial assets with other sectors		11,639		8,461
Mortgage		3,535		2,487
Other collateralized financial assets		1,298		941
Non-collateralized financial assets with other sectors		6,806		5,033

IMPAIRED RISKS OFF BALANCE
Impaired contingent liabilities		264		131

Total		12,178		8,859

The changes for the six months periods ended June 30, 2009 and 2008 in the impaired financial assets and impaired contingent liabilities were as follow:


	Millions of euros
	June-09			June-08

Balance at the beginning of the period		8,859			3,408
Additions		7,617			3,806
Recoveries		(2,878	)		(1,528	)
Transfers to write-off		(1,505	)		(882	)
Exchange differences and others		85			(84	)

Balance at the end of the period		12,178			4,720

Following is a detail of the impaired financial assets considered as of June 30, 2009 and December 31, 2008 classified by geographical location of risk and by age of the oldest past-due amount:

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	Millions of euros
	Impaired assets of loans and advances to customers
	Amounts less
	than six
	months past-		6 to 12		12 to 18		18 to 24		More than 24
jun-09	due		months		months		months		months		Total

Spain		2,791		2,205		958		530		1,958		8,442
Rest of Europe		93		11		9		7		28		148
Latin America		1,252		144		26		16		451		1,889
United States		1,288		—		—		—		142		1,430
Rest		—		—		—		—		5		5

Total		5,424		2,360		993		553		2,584		11,914


	Millions of euros
	Impaired assets
	Amounts less
	than six
	months past-		6 to 12		12 to 18		18 to 24		More than 24
Dec-08	due		months		months		months		months		Total

Spain		2,405		1,904		595		87		975		5,966
Rest of Europe		55		10		6		5		16		92
Latin America		1,112		88		22		7		320		1,549
United States		221		869		—		—		30		1,120
Rest		—		—		—		—		1		1

Total		3,793		2,871		623		99		1,342		8,728

The table below depicts the finance income accrued on impaired financial assets as of June 30, 2009 and December 31, 2008:


	Millions of euros
	June-09		December-08

Financial income from impaired assets		1,257		1,042

This income is not recognized in the accompanying consolidated income statement due to the existence of doubts as to the collectibility of these assets.

The analysis of financial assets that are individually determined to be impaired as at the reporting date, including the factors the entity considered in determining that they are impaired and a description of collateral held by the entity as security and other credit enhancements, is provided in Note 2.2.1.b.

The changes for the six months periods ended June 30, 2009 and 2008 of the transfers to write-offs (financial impairment assets removed from balance because the recovery was considered remote) were as follow:


	Millions of euros
	June-09			June-08

Balance at beginning of period		6,872			5,622
Increase:
Assets of remote collectability		1,169			648
Products overdue not collected		285			251
Decrease:
Cash recovery		(80	)		(49	)
Foreclosed assets		(9	)		(6	)
Other causes		(260	)		(380	)

Net exchange differences		32			(46	)

Balance at the end of period		8,009			6,040

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Derecognitions on other grounds in the table above include €250 million from sales of impaired assets from the Mexican loan book to non-Group third parties realized between January 1 and June 30, 2009.

Group’s NPL ratios of “Loans and advances to customers” for the six months ended June 30, 2009 and December 31, 2008 were:


	June-09		December-08

NPL ratio		3.2		2.3

The breakdown of impairment losses by type of instrument registered in profit and loss and recoveries of written-off assets realized of financial assets for the period is provided in note 47.

The changes in the accumulated impairment losses for the six months periods ended June 30, 2009 and 2008 on the financial assets were as follow:


	Millions of euros
	June-09			June-08

Balance at beginning of period		7,711			7,194
Increase in impairment losses charged to income		3,403			1,611
Decrease in impairment losses credited to income		(1,378	)		(353	)
Transfers to written-off loans		(1,505	)		(882	)
Exchange differences and other		(103	)		(99	)

Balance at end of period		8,128			7,471

Of which:
For impaired portfolio		4,497			2,073
For current portfolio non impaired		3,631			5,398
Of which:
Available-for-sale		348			66
Loans and advances — Loans to customers		7,682			7,379
Loans and advances — Credit institutions		83			16
Loans and advances — Debt securities		13			4
Held-to-maturity		2			6

7.2 MARKET RISK

a) Market Risk

Market risk arises as a consequence of the Group’s market operations, specifically exposure via financial instruments the value of which could be affected by variations in market conditions, translating into changes in the various assets and financial risk factors. Market risk can be mitigated and even eliminated via hedges by contracting other products (assets/liabilities or derivatives), or by unwinding open positions/transactions.

Four major classes of risk can affect market prices: currency risk, interest rate risk, equity risk and commodities risk. In addition, for certain positions it is also necessary to consider other risks, such as spread, base, volatility or correlation risk.

	—		Interest rate risk: this is the risk resulting from variations in market interest rates.

	—		Exchange rate risk: this is the risk resulting from variations in FX exchange rates.

	—		Price risk: this is the risk resulting from variations in market prices

	—		Commodity risk: this is the risk resulting from variations in the value of commodities.

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	—		Vega risk: this is the risk resulting from variance in the above-listed market risk factors (foreign exchange, interest rates, price, commodities).

	—		In addition, for certain positions, other specific risks or sub-risks need to be factored in: spread risk, base risk, correlation risk, etc.

VaR Model

Value at Risk (VaR) is the basic variable for measuring and controlling the Group’s market risk. This risk metric estimates the maximum loss that may occur in a portfolio’s market positions for a particular time horizon and given confidence level. VaR is calculated in the Group at a 99% confidence level and a 1-day time horizon.

In addition, BBVA S.A. and BBVA Bancomer have obtained Bank of Spain authorization for the use of internal ratings based models (the IRB approach) to calculate their capital requirements for market risk. This authorization is effective since December 31, 2004 for BBVA S.A. and since December 31, 2007 for BBVA Bancomer.

In BBVA S.A and BBVA Bancomer VaR is estimated using the Historic Simulation methodology. This methodology consists of observing how the profits and losses of the current portfolio would perform if the market conditions from a particular historic period were in force, and from that information to infer the maximum loss at a certain confidence level. It offers the advantage of accurately reflecting the historical of the market variables and of not requiring any specific distribution assumption. The historic period used is one of two years.

VaR figures are estimated following two methodologies:

	•		VaR without smoothing, which awards equal weight to the daily information for the immediately preceding last two years. This is currently the official methodology for measuring market risks vis-à-vis limits compliance of the risk.

	•		VaR with smoothing, which weights more recent market information more heavily. This is a metric which supplements the previous one.

VaR with smoothing adapts itself more swiftly to the changes in financial market conditions, whereas VaR without smoothing is, in general, a more stable metric that will tend to exceed VaR with smoothing when the markets show less volatile trends, while it will tend to be lower when they present upturns in uncertainty.

With regard to market risk limit structure determines a scheme of VaR (Value at Risk) limits and an Economic Capital for market risk for each business unit and specific sublimits by type of risk, activity and desk. The VaR/CaR readings are complemented by sensitivity analysis to determine, and where necessary limit, exposure to changes in the various market risk variables. This indicators and alerts automatically activate procedures aimed at addressing any situations that might have a negative effect on the activities of the business area.

Stress testing

Complementing the risk measurements outlined previously, the Group performs stress tests to measure the impact of extreme market swings on open risk positions.

The Group is currently performing stress testing on crisis historical and economic crisis scenarios supplied by the Economic Research Department.

-		Historical crisis scenarios: Once the critical periods that are to be used have been defined, the development of the risk factors is applied to revalue the current portfolio in order to estimate the loss that would be incurred if this market situation were to be repeated.

-		Economic crisis scenarios: Economic stress scenarios are more dynamic. It is the Market Stress Committee which decides which are the scenarios to be taken into account. This committee’s ultimate aim is to enable the most significant market risk positions in the Group’s trading market activities to be identified, assessing the impact certain movements in their risk drivers will have on them, a task which is performed by the Market Risk areas in the various units in the Group. To do so, the Stress Committee must identify and quantify foreseeable crisis scenarios in the financial markets, and this is achieved thanks to quantification of the impacts on the financial variables by the Economic Research Department.

F-55

Backtesting

The Group’s market risk measurement model needs to have a back-testing or selfvalidation programme, which assures that the risk measurements being made are suitable.

The Global Markets Risk Unit (UCRAM, after its Spanish initials) periodically approves the risk measurement models used to estimate the maximum loss that could be incurred in the positions assessed with a certain level of probability, given that the principles or assumptions on which they are based may become obsolete due to variations in market conditions.

The approval of the VaR measurement is performed by comparing the ex-ante risk levels provided daily by the model with the real, ex-post management results calculated by the Finance Department from the business units’ management systems. It is verified that the resulting risk level is consistent with the results obtained. In all of this the Group follows Basel II and Bank of Spain guidelines.

Trend in Market Risk for the six months ended June 30, 2009

The BBVA Group’s market risk was higher at June 30, 2009 than in prior years, namely €26.3 million on average throughout 1H09 (calculation based on VaR without smoothing). The backdrop of the slowdown and deterioration in the global economy, prompting sustained declines in inflation rates, has led central banks worldwide to successively cut their benchmark lending rates, contributing to ongoing financial market volatility and increased market risk exposure at certain South American entities in light of prevailing expectations for successive rate cuts. Market risk at June 30, 2009 and 2008 for non-smoothed VaR at a 99% confidence level and 1-day horizon was as follows:

TREND IN MARKET RISK
(MILLIONS OF EUROS)

The market risks for risk factors are:


	Millions of euros
	June-09		December-08

Interest/Spread risk		27.1		24.2
Currency risk		5.8		7.4
Stock-market risk		1.1		1.1
Vega/Correlation risk		11.8		14.8

b) Structural interest rate risk

The aim of on-balance-sheet interest rate risk management is to maintain the BBVA Group’s exposure to market interest rate fluctuations at levels in keeping with its risk strategy and profile. To this end, the ALCO actively manages the balance sheet through transactions intended to optimize the level of risk assumed in relation to the expected results, thus enabling the Group to comply with the tolerable risk limits.

The ALCO bases its activities on the interest rate risk measurements performed by the Risk Area. Acting as an independent unit, the Risk Area periodically quantifies the impact of interest rate fluctuations on the BBVA Group’s net interest income and economic value.

F-56

In addition to measuring the sensitivity to 100-basis-point changes in market interest rates, the Group performs probability calculations that determine the “economic capital” and “risk margin” for structural interest rate risk in BBVA’s Group banking activity (excluding the Treasury Area) based on interest rate curve simulation models. The Group regularly performs stress tests and sensitivity analysis to complement its assessment of its interest rate risk profile.

All these risk measurements are subsequently analyzed and monitored, and levels of risk assumed and the degree of compliance with the limits authorized by the Standing Committee are reported to the various managing bodies of the Group.

Following is a detail in millions of euros of the average interest rate risk exposure levels of the main financial institutions of the BBVA Group for the six months ended June 30, 2009:

Average Impact on Net Interest Income (Millions of euros)

100 Basis-Point

100 Basis-Point Increase

Decrease

ENTITIES

Euro

U.S. Dollar

Other

Total

BBVA

-162,1

-28,1

-1,3

-185,7

+184,6

BBVA Bancomer

—

+20,4

+30,0

+50,5

-53,7

BBVA Puerto Rico

—

+5,1

—

+5,1

-5,4

BBVA Compass

—

-6,3

—

-6,3

+22,0

BBVA Chile

—

+0,1

+0,5

+0,6

-0,9

BBVA Colombia

—

+0,3

+8,5

+8,8

-8,9

BBVA Banco Continental

—

+4,0

+3,2

+7,2

-7,3

BBVA Banco Provincial

—

+0,9

+5,3

+6,2

-6,3

BBVA Banco Frances

—

+0,0

+2,5

-2,5


	Average impact on economic value (Millions of euros)
									100 Basis-Point
	100 Basis-Point Increase								Decrease
ENTITIES	Euro		U.S. Dollar		Other		Total		Total

Europa		+145,1		+6,7		-0,5		+153,1		-244,2
BBVA Bancomer		—		+70,1		-260,7		-190,6		+162,6
BBVA Puerto Rico		—		-4,3		—		-4,3		+3,6
BBVA Compass		—		-8,6		—		-8,6		-110,5
BBVA Chile		—		+1,7		-46,0		-44,3		+23,6
BBVA Colombia		—		+0,4		-13,8		-13,4		+14,7
BBVA Banco Continental		—		-7,6		-24,0		-31,5		+33,6
BBVA Banco Provincial		—		-2,0		-14,7		-16,7		+17,7
BBVA Banco Frances		—		-0,2		+2,0		+1,8		-2,0

As part of the measurement process, the Group established the assumptions regarding the evolution and behaviour of certain items, such as those relating to products with no explicit or contractual maturity. These assumptions are based on studies that estimate the relationship between the interest rates on these products and market rates and enable specific balances to be classified into trend-based balances maturing at long term and seasonal or volatile balances with short-term residual maturity.

c) Structural currency risk

Structural currency risk derives mainly from exposure to exchange rate fluctuations arising in relation to the Group’s foreign subsidiaries and from the endowment funds of the branches abroad financed in currencies other than the investment currency.

The ALCO is responsible for arranging hedging transactions to limit the net worth impact of fluctuations in exchange rates, based on their projected trend, and to guarantee the equivalent euro value of the foreign currency earnings expected to be obtained from these investments.

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Structural currency risk management is based on the measurements performed by the Risk Area. These measurements use an exchange rate scenario simulation model which quantifies possible changes in value for a given confidence interval and a pre-established time horizon. The Standing Committee authorises the scheme of limits and alerts over this risk measurements which include a limit on the economic capital or unexpected loss arising from the currency risk of the foreign-currency investments.

As of June 30, 2009 the coverage of structural currency risk exposure stood at 36%. The aggregate figure of asset exposure sensitivity to 1% depreciation in exchange rates stood, as of June 30, 2009, at € 90 million, with the following concentration: 50% in the Mexican peso and 28% in other South American currencies.

d) Structural equity price risk

The BBVA Group’s exposure to structural equity price risk derives mainly from investments in industrial and financial companies with medium- to long-term investment horizons. It is reduced by the net short positions held in derivative instruments on the same underlyings in order to limit the sensitivity of the portfolio to possible falls in prices. As of June 30, 2009 the aggregate sensitivity of the Group’s equity positions to a 1% fall in the price of the shares amounted to €67 million, while the sensitivity of consolidated profit to the same percentage change in prices is estimated at €4 million, the latter being positive in case of falling prices in the case of net short positions in derivatives. This figure is determined by considering the exposure on shares measured at market price or, in the absence thereof, at fair value, including the net positions in equity swaps and options on the same underlying in delta equivalent terms. Treasury Area portfolio positions are not included in the calculation.

The Risk Area measures and effectively monitors the structural equity price risk. To this end, it estimates the sensitivity figures and the capital required to cover the possible unexpected losses arising from fluctuations in the value of the companies in the investment portfolio, with a confidence interval equal to the entity’s target rating, taking into account the liquidity of the positions and the statistical behaviour of the assets under consideration. These measurements are supplemented by periodic stress- and back-testing and scenario analyses.

7.3 LIQUIDITY RISK

The aim of liquidity risk management and control is to ensure that the payment commitments can be met on duly without having to resort to borrowing funds under onerous conditions, or damaging the image and reputation of the institution.

The Group’s liquidity risk is monitored using a dual approach: the short-term approach (90-day time horizon), which focuses basically on the management of payments and collections of Treasury and Markets, ascertains the Bank’s possible liquidity requirements; and the structural, medium- and long-term approach, which focuses on the financial management of the balance sheet as a whole, with a minimum monitoring time frame of one year.

The assessment of asset liquidity risk is based on whether or not they are eligible for rediscounting before the corresponding central bank. For normal situations, both in the short and medium term, those assets that are on the eligible list published by the European Central Bank (ECB) or the corresponding monetary authority are considered to be liquid. Non-eligible assets, quoted or non-quoted, are considered to represent a second line of liquidity for the entity when analysing crisis situations.

The Risk Area performs a control function and is totally independent of the management areas of each of the approaches and of the Group’s various units. Each of the risk areas, which are independent from each other, complies with the corporative principles of liquidity risk control that are established by the Market Risk Central Unit (UCRAM) — Structural Risks.

For each entity, the management areas request an outline of the quantitative and qualitative limits and alerts for short-medium- and medium-term liquidity risk, which is authorized by the Standing Committee. Also, the Risk Area performs periodic (daily and monthly) risk exposure measurements, develops the related valuation tools and models, conducts periodic stress tests, measures the degree of concentration on interbank counterparties, prepares the policies and procedures manual, and monitors the authorised limits and alerts, which are reviewed al least one time every year.

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The liquidity risk data are sent periodically to the Group’s ALCO and to the management areas involved. As established in the Contingency Plan, the Technical Liquidity Group (TLG), in the event of an alert of a possible crisis, conducts an initial analysis of the Bank’s short- and long-term liquidity situation. The TLG comprises personnel from the Short-Term Cash Desk, Financial Management and the Market Area Risk Unit (UCRAM-Structural Risk). If the alert is serious, the TLG reports the matter to the Liquidity Committee, which is composed of the managers of the related areas. The Liquidity Committee is responsible, in situations requiring urgent attention, for calling a meeting of the Crisis Committee.

The remaining contractual maturities of transactions of financial instruments in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, disregarding valuation adjustments, were as follows:


	Millions of euros
					Up to 1		1 to 3		3 to 12		1 to 5		Over 5
June-09	Total		Demand		month		months		months		years		years

ASSETS -
Cash and balances with central banks		23,050		21,894		244		143		88		681		—
Loans and advances to credit insititutions		24,513		3,493		9,756		2,015		2,088		4,837		2,324
Loans and advances to customers		334,440		21,213		30,888		18,304		41,728		95,821		126,486
Debt securities		88,320		1,018		3,471		15,007		10,636		30,403		27,785
Derivatives (trading and hedging)		37,600		—		837		1,333		5,189		16,196		14,045
LIABILITIES-
Deposits from central banks		26,951		1,940		7,729		1,817		3,390		12,075		—
Deposits from credit institutions		49,753		4,900		22,258		6,003		5,406		5,361		5,825
Deposits from customers		248,068		100,001		59,261		30,466		37,472		15,249		5,619
Debt certificates (including bonds)		99,588		—		10,153		12,394		18,348		37,872		20,821
Subordinated liabilities		16,332		69		—		1,351		1,469		1,638		11,805
Other financial liabilities		8,280		4,706		906		40		615		1,689		324
Short positions		2,390		—		95		—		29		—		2,266
Derivatives (trading and hedging)		36,664		—		1,511		1,623		5,663		15,117		12,750


	Millions of euros
					Up to 1		1 to 3		3 to 12		1 to 5		Over 5
December-08	Total		Demand		month		months		months		years		years

ASSETS -
Cash and balances with central banks		14,642		13,487		476		296		181		202		—
Loans and advances to credit insititutions		33,679		6,198		16,216		1,621		2,221		4,109		3,314
Loans and advances to customers		341,322		13,905		36,049		23,973		45,320		91,030		131,045
Debt securities		72,704		716		1,701		12,230		9,483		24,640		23,934
Derivatives (trading and hedging)		44,779		—		3,739		2,206		5,442		16,965		16,427
LIABILITIES-
Deposits from central banks		16,762		2,419		8,737		2,441		3,165		—		—
Deposits from credit institutions		49,573		4,906		22,412		4,090		5,975		6,581		5,609
Deposits from customers		253,723		101,141		68,804		27,025		35,176		16,440		5,137
Debt certificates (including bonds)		101,328		—		9,788		13,516		12,072		45,469		20,483
Subordinated liabilities		16,249		69		913		1		872		3,582		10,812
Other financial liabilities		8,453		5,000		1,152		385		203		1,371		342
Short positions		2,700		—		24		—		23		—		2,653
Derivatives (trading and hedging)		41,535		—		2,693		3,108		6,310		15,538		13,886

In the wake of the exceptional circunstances unfolding in the international financial markets, notably from the second half of 2008, the European governments committed to taking the opportune measures to try to resolve the issues confronting bank funding and the ramifications of constrained funding on the real economy with a view to safeguarding the stability of the international financial system. The overriding goals underpinning these measures were to ensure sufficient liquidity to enable financial institutions to function

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correctly, to facilitate the funding of banks, to provide financial institutions with additional capital resources where needed so as to continue to ensure the proper financing of the economy, to ensure that applicable accounting standards are sufficiently flexible to take into consideration current exceptional market circumstances and to reinforce and improve cooperation among European nations.

Framed by this general philosophy, the following measures were passed into law in Spain during the fourth quarter of 2008:

•		Royal Decree-Law 6/2008, of October 10, creating the Spanish Financial Asset Acquisition Fund, and Order EHA/3118/2008, dated October 31, enacting this Royal Decree.

•		Royal Decree-Law 7/2008, of October 13, on Emergency Economic Measures in connection with the Concerted Euro Area Action Plan, and Order EHA/3364/2008, dated November 21.

The Bank is entitled to avail of the aforementioned measures under the umbrella of its risk management policy. However, at the date of preparation of the accompanying financial statements, the Group has not had to resort to using these facilities.

7.4 RISK CONCENTRATIONS

The table below depicts the Group’s financial instruments by classes and geographic markets, disregarding valuation adjustments, as of June 30, 2009 and December 31, 2008:


June-09	Millions of euros
			Europe
			except				Latin
RISKS ON BALANCE	Spain		Spain		USA		America		Rest		Total

Financial assets held for trading		18,667		30,449		3,311		15,663		2,974		71,064
Debt securities		10,613		7,836		746		13,061		362		32,618
Equity instruments		2,456		852		15		997		330		4,650
Derivatives		5,598		21,761		2,550		1,605		2,282		33,796
Other financial assets designated at fair value through profit or loss		226		35		447		1,378		2		2,088
Debt securities		55		8		446		8		1		518
Equity instruments		171		27		1		1,370		1		1,570
Available-for-sale portfolio		24,068		10,986		8,524		9,665		3,062		56,305
Debt securities		20,633		10,650		7,819		9,472		1,048		49,622
Equity instruments		3,435		336		705		193		2,014		6,683
Loans and receivables		210,657		37,726		36,812		67,460		6,757		359,412
Loans and advances to credit institutions		3,926		10,869		2,157		6,667		894		24,513
Loans and advances to customers		206,731		26,854		34,310		60,693		5,852		334,440
Debt securities		—		3		345		100		11		459
Held-to-maturity investments		2,281		2,820		—		—		—		5,101
Hedging derivatives		289		3,045		155		284		31		3,804

Total		256,188		85,061		49,249		94,450		12,826		497,774

Europe

except

Latin

RISKS OFF-BALANCE

Spain

USA

America

Rest

Total

Financial guarantees

16,297

8,019

3,437

4,771

1,897

34,421

Other contingent exposures

40,840

22,641

14,311

13,469

1,462

92,723

Total

57,137

30,660

17,748

18,240

3,359

127,144

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December-08	Millions of euros
			Europe
			except				Latin
RISKS ON BALANCE	Spain		Spain		USA		America		Rest		Total

Financial assets held for trading		20,489		30,251		4,566		16,120		1,873		73,299
Debt securities		7,799		5,926		652		11,563		616		26,556
Equity instruments		2,332		1,376		80		1,071		938		5,797
Derivatives		10,358		22,949		3,834		3,486		319		40,946
Other financial assets designated at fair value through profit or loss		245		24		442		1,042		1		1,754
Debt securities		63		—		441		12		—		516
Equity instruments		182		24		1		1,030		1		1,238
Available-for-sale portfolio		15,233		10,460		9,633		8,449		2,999		46,774
Debt securities		11,811		9,970		8,889		8,368		924		39,962
Equity instruments		3,422		490		744		81		2,075		6,812
Loans and receivables		215,030		44,394		38,268		69,534		8,162		375,388
Loans and advances to credit institutions		6,556		15,848		2,479		7,466		1,330		33,679
Loans and advances to customers		208,474		28,546		35,498		61,978		6,826		341,322
Debt securities		—		—		291		90		6		387
Held-to-maturity investments		2,396		2,889		—		—		—		5,285
Hedging derivatives		439		2,789		270		309		26		3,833

Total		253,832		90,807		53,179		95,454		13,061		506,333

Europe

except

Latin

RISKS OFF-BALANCE

Spain

USA

America

Rest

Total

Financial guarantees

16,843

8,969

3,456

4,721

1,963

35,952

Other contingent exposures

45,039

22,366

16,194

13,559

1,739

98,897

Total

61,882

31,335

19,650

18,280

3,702

134,849

The breakdown of the main balances in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 held in foreign currency are broken down into the main currencies of denomination in Note 2.2.4.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of an asset or a liability on a given date is the amount for which it could be exchanged or settled, respectively, between two knowledgeable, willing parties in an arm’s length transaction. The most objective and common reference for the fair value of an asset or a liability is the price that would be paid for it on an organised, transparent and deep market (“quoted price” or “market price”).

If there is no market price for a given asset or liability, its fair value is estimated on the basis of the price established in recent transactions involving similar instruments and, in the absence thereof, by using mathematical measurement models 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 to the measurement models developed and the possible inaccuracies of the assumptions required by these models may signify that the fair value of an asset or liability that is estimated does not coincide exactly with the price for which the asset or liability could be exchanged or settled on the date of its measurement.

Determining the fair value of financial instruments

Following is a comparison of the carrying amounts of the Group’s financial assets and liabilities and their respective fair values as of June 30, 2009 and December 31, 2008:

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	Millions of euros
			June-09				December-08
			Book				Book
	Note		value		Fair value		value		Fair value

Assets
Cash and balances with central banks		9		23,053		23,053		14,659		14,659
Financial assets held for trading		10		71,064		71,064		73,299		73,299
Other financial assets designated at fair value through profit or loss		11		2,088		2,088		1,754		1,754
Available-for-sale financial assets		12		57,385		57,385		47,780		47,780
Loans and receivables		13		352,905		361,632		369,494		381,845
Held-to-maturity investments		14		5,099		5,080		5,282		5,221
Hedging derivatives		15		3,804		3,804		3,833		3,833
Liabilities
Financial assets held for trading		10		37,529		37,529		43,009		43,009
Other financial liabilities designated at fair value through profit or loss		11		1,295		1,295		1,033		1,033
Financial liabilities at amortised cost		22		452,489		450,962		450,605		447,722
Hedging derivatives		15		1,525		1,525		1,226		1,226

For financial instruments that are not carried at fair value, fair value was calculated in the following manner:

•		The fair value of “Cash and balances with central banks”, which are short term, is equivalent to their carrying amount.

•		The fair value of “Held-to-maturity investments” is equivalent to their quoted price in active markets.

•		The fair values of “Loans and receivables” and “Financial liabilities at amortized cost” was estimated by discounting estimated cash flows to present value using the market interest rates prevailing at each year-end.

For financial instruments which are carried at fair value, the measurement processes used are set forth below:

•		Level 1: Measurement using market observable quoted prices for the financial instrument in question, secured from independent sources and linked to active markets. This level includes listed debt securities, other listed equity instruments, certain derivatives and mutual funds.

•		Level 2: Measurement using valuation techniques the inputs for which are drawn from market observable data.

•		Level 3: Measurement using valuation techniques, where some of the inputs are not taken from market observable data. Model selection and validation is undertaken at the independent business units.

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The following table depicts the main financial instruments carried at fair value as of June 30, 2009 and December 31, 2008, broken down by the valuation technique level used to determine fair value:


	Millions of euros
			June-09						December-08
	Note		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

ASSETS
Financial assets held for trading		10		34,003		36,194		867		29,096		43,257		946
Debt securities		10.2		28,499		3,781		338		22,227		4,015		314
Other equity instruments		10.3		4,149		209		292		5,348		89		360
Trading derivatives		10.4		1,355		32,204		237		1,521		39,153		272
Other financial assets designated at fair value through profit or loss		11		712		1,376		—		923		831		—
Debt securities				465		53		—		515		1		—
Other equity instruments				247		1,323		—		408		830		—
Available-for-sale financial assets		12		42,323		11,570		2,954		24,640		19,679		2,905
Debt securities				37,838		11,026		755		19,274		19,384		1,173
Other equity instruments				4,485		544		2,199		5,366		295		1,732
Hedging derivatives		15		—		3,804		—		444		3,386		2

LIABILITIES
Financial liabilities held for trading		10		3,984		33,451		94		4,517		38,408		84
Trading derivatives		10.4		1,594		33,451		94		1,817		38,408		84
Short positions		10.1		2,390		—		—		2,700		—		—
Other financial liabilities designated at fair value through profit or loss		11		288		1,007		—		—		1,033		—
Hedging derivatives		15		—		1,525		—		564		662		—

The following table sets forth the main valuation techniques used in the estimation of fair value in level 2 and level 3, based of the financial instruments:

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				June 2009
				Fair value
				(In millions of
LEVEL 2	Valuation techniques	Main assumptions	Main inputs used	euros)

FINANCIAL ASSETS

FINANCIAL ASSETS HELD FOR TRADING					36,194
• Debt securities	Present value method.	Calculation of present value of financial instruments as the current value of future cash-flows (discounted at market interest rate) taking into account:	• Spread curves. • Market observable interest rates.		3,781
		• estimated prepayments rates;
		• credit risk of issuers; and
		• current market interest rates.
• Equity instruments		Calculation of present value of financial instruments as the current value of future cash-flows (discounted at market interest rate) taking into account: • estimated dividends; and • current market interest rates.	• Estimate of dividends. • Market observable interest rates.		209

• Trading derivatives	• Analytic / Semi-analytic formulae	For derivatives whose underlying is Equity price, Currency and Commodities: • Black-Scholes assumptions taking into account the possible convexity adjustments (e.g. quanto adjustments); For derivatives whose underlying is Interest rates: • Black-Scholes assumptions assuming a lognormal process for the forward rates and taking into account the possible convexity adjustments (e.g. arrears, time convexity adjustments); and For derivatives whose underlying is Credit spread, • Black-Scholes assumptions for the credit spread.	For derivatives whose underlying is Equity price, Currency and Commodities: • Forward structure of the underlying. • Volatility of options. • Observable Correlations between underlying. For derivatives whose underlying is Interest rates: • Time structure of interest rate curve. • Volatility of underlying. For derivatives whose underlying is Credit spread: • CDS quotations.		32,204
	For derivatives whose underlying is Equity price, Currency and Commodities: • Monte Carlo simulation	Assumptions of the local volatility model: assumes a continuous diffusion for the underlying with the volatility depending on the underlying value and time.
		This model assumes:
	For derivatives whose underlying is Interest rates: • Black-Derman-Toy	• Short term interest rate follows a lognormal process. • Forwards rates in the term structure of the interest rate curve are perfectly correlated.
	For derivatives whose underlying is Credit spread: • Interest rate models.	These models assume a continuous diffusion for the intensity of default.

OTHER ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS					1,376

• Debt securities	Present value method.	Same assumptions than Debt securities held for trading.	Same inputs than Debt securities held for trading.		53
• Equity instruments	Present value method.	Same assumptions than Equity instruments held for trading.	Same inputs than Equity instruments held for trading.		1,323

AVAILABLE FOR SALE					11,570

• Debt securities	Present value method.	Same assumptions than Debt securities held for trading.	Same inputs than Debt securities held for trading.		11,026
• Equity instruments	Present value method.	Same assumptions than Equity instruments held for trading.	Same inputs than Equity instruments held for trading.		544

HEDGING DERIVATIVES	Same models than Derivatives held for trading.	Same assumptions than Derivatives held for trading.	Same inputs than Derivatives held for trading.		3,804

FINANCIAL LIABILITIES

FINANCIAL LIABILITIES HELD FOR TRADING: Trading derivatives	Same models than Derivatives held for trading (Assets).	Same assumptions than Derivatives held for trading (Assets).	Same inputs than Derivatives held for trading (Assets).		33,451

OTHER LIABILITIES AT FAIR VALUE THROUGH PROFIT AND LOSS	Present value method.	Same assumptions than Debt securities held for trading (Assets).	Same inputs than Debt securities held for trading (Assets).		1,007

HEDGING DERIVATIVES	Same models than Derivatives held for trading.	Same assumptions than Derivatives held for trading (Assets).	Same inputs than Derivatives held for trading (Assets).		1,525


				June 2009
				Fair value
				(In millions of
LEVEL 3	Valuation techniques	Main assumptions	Main inputs used	euros)

FINANCIAL ASSETS
FINANCIAL ASSETS HELD FOR TRADING					867
• Debt securities	• Present value method • Time default method for Collateralized Debt Obligations (CDO’s)	Calculation of present value of financial instruments as the current value of future cash-flows (discounted at market interest rate) taking into account: • estimated prepayments rates; • credit risk of issuers; and • current market interest rates. For the valuation of Assets Backed Securitites (ABSs) the future prepayments are calculated on the basis of conditional prepayment rates supplied by issuers. The time to default model is based on a statistical Gaussian Copula as a measure of probability of default. One of the main variables used of the correlation input extrapolated from the correlation of the various tranches of the indices (ITRAXX and CDX) with the underlying portfolio of our CDOs, using the expected loss as the basis of realisation.	• Prepayment rates • Correlation of defaults • Credit Spread (1)		338

• Equity instruments	• Present value method. • Net asset value (NAV) for Hedge funds.	Calculation of present value of financial instruments as the current value of future cash-flows (discounted at market interest rate) taking into account: • estimated dividends; and • current market interest rates.	• Credit Spread (1) • NAV as supplied by fund manager.		292

• Trading derivatives	For interest rate futures and forwards: • Present value method. • Libor market method.	The Libor Market model remedies the limitations of the Black Scholes model by modelling the full term structure of the rate curve, assuming a multidimensional lognormal CEV (constant elasticity of variance) process for forward interest rates. The lognormal CEV process is used to factor in the presence of volatility distortion.	For interest rate futures and forwards • Correlation decay (2)		237

	For equity and exchange rate options: • Montecarlo • Numerical integration functions • Black-Scholes	Options are measured using widely accepted valuation models, factoring in implied volatility observations.	• Vol-of-vol (3) • Rever factor (4) • Volatility Spot Correlation (5)

	For interest rate options • Black 76 • Hull • Black-Derman-Toy

AVAILABLE FOR SALE					2,954

• Debt securities	• Present value method.	Same assumptions than Debt securities held for trading.	Same inputs than Debt securities held for trading.		755

• Equity instruments		Same assumptions than Equity instruments held for trading.	Same inputs than Equity instruments held for trading.		2,199

FINANCIAL LIABILITIES

FINANCIAL LIABILITIES HELD FOR TRADING: Trading derivatives	Same models than Derivatives held for trading (Assets).	Same assumptions than Derivatives held for trading (Assets).	Same inputs than Derivatives held for trading (Assets).		94


(1)		Credit Spread: The spread between the yield of a free risk asset (e.g.Treasury securities) and the yield of any other security that are identical in all respects except for quality rating. Spreads are considered as level 3 inputs to fair value when referred to illiquid issues. Based on spread of similar entities.

(2)		Correlation decay: It is the factor that allows us to calculate how the correlation evolves between the different pairs of forward rates.

(3)		Vol-of-Vol: Volatility of implicit volatility of the spot. It is a statistical measure of the changes of the spot volatility.

(4)		Reversion Factor: it is the speed with the spot volatility reverts to its average value.

(5)		Volatility- Spot Correlation: is a statistical measure of the linear relationship (correlation) between the spot price of a security and its volatility.

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The amount of reclassified assets to Level 3 for the six months ended June 30, 2009 amounted to €123 millions, because certain financial instruments for which previously an active market existed have included in the Level 3 since, as a result of the changes in the economic conditions, they have turned in iliquid, being necessary to change method to determine its fair value. These instruments are mainly hedge funds and derivatives with underlyings that have become illiquid.

The amount of gains no realized recognized in the accompanying consolidated income statement of assets and liabilities classified in Level 3, for the six months ended June 30, 2009, amounted to a charge of €128 million.

The hypothetical effect at June 30, 2009 on the measurement of financial instruments of changing the main assumptions used for alternative feasible, reasonable and less favorable assumptions, taking the value at the bottom end of the estimated range of probability, is to decrease the value of assets or gains, or to increase losses, by €738 million, of which €639 million would be recognized in the consolidated income statement and €99 million in the consolidated equity. The impact of using feasible, reasonable, more favorable assumptions than those used, taking the upper end of the range deemed probable, would be to increase gains or decrease losses by €716 million, of which €609 million would be recognized in the consolidated income statement and €107 million would be recognized in the consolidated equity.

Financial instruments at cost

The Group had equity instruments, derivatives with equity instruments as the underlying and certain discretionary profit sharing arrangements that were recognized at cost in Group’s consolidated balance sheet as their fair value could not be reliably determined. As of June 30, 2009 and December 31, 2008, the balance of these financial instruments carried at cost amounted to €537 million and €556 million, respectively. These instruments are currently classified in the available-for-sale portfolio.

The fair value of these instruments could not be reliably estimated because they correspond to investments in companies that are not quoted on organized markets and any valuation technique employed would entail the use of a significant number of non-observable inputs.

The table below outlines the financial assets and liabilities carried at cost that were sold for de six months ended June 30, 2009:

Millions of euros

Amount of

Carrying amount at

sale

sale date

Gains/Losses

Sale of instruments at cost

Loans and financial liabilities through profit or loss

As of June 30, 2009 and December 31, 2008, there are not registered loans and financial liabilities (different of indicated in the present consolidated statements) as through profit or loss in the accompanying consolidated balance sheets.

9. CASH AND BALANCES WITH CENTRAL BANKS

The breakdown of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Cash		3,069		3,915
Balances at the Bank of Spain		8,260		2,391
Balances at other central banks		11,721		8,336

Total gross		23,050		14,642

Accrued interests		3		17

Total		23,053		14,659

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10. FINANCIAL ASSETS AND LIABILITIES HELD FOR TRADING

10.1. BREAKDOWN OF THE BALANCE

The breakdown of the balances of these headings in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Assets -
Debt securities		32,618		26,556
Other equity instruments		4,650		5,797
Trading derivatives		33,796		40,946

Total		71,064		73,299

Liabilities -
Trading derivatives		35,139		40,309
Short positions		2,390		2,700

Total		37,529		43,009

10.2. DEBT SECURITIES

The breakdown by type of instrument of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Issued by central banks		438		378
Spanish government bonds		9,117		6,453
Foreign government bonds		18,544		13,947
Issued by Spanish financial institutions		1,014		578
Issued by foreign financial institutions		828		2,247
Other fixed debt securities		2,677		2,953

Total		32,618		26,556

10.3. OTHER EQUITY INSTRUMENTS

The breakdown of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Shares of Spanish companies		2,455		2,332
Credit institutions		388		444
Other		2,067		1,888
Shares of foreign companies		2,195		3,465
Credit institutions		172		205
Other		2,023		3,260

Total		4,650		5,797

F-67

10.4. TRADING DERIVATIVES

The trading derivatives portfolio arises from the Group’s need to manage the risks incurred by it in the course of its normal business activity, mostly for the positions held with customers. Trading derivatives are principally contracted in non organized markets, with credit entities as counterpart and related to foreign currencies risk, interest risk and equity securities.

The detail, by transaction type and market, of the balances of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, was as follows shown the organized markets and non organized markets:


	Millions of euros
				Interest			Equity
	Currency			Rate			Price			Commodities			Credit			Other
June-09	Risk			Risk			Risk			Risk			Risk			Risks		Total

Organised markets		—			5			(278	)		1			—			2		(270	)
Financial futures		—			2			5			—			—			—		7
Options		—			3			(283	)		1			—			2		(277	)
Other products		—			—			—			—			—			—		—
OTC markets		(1,981	)		(433	)		1,016			33			290			2		(1,073	)
Credit institutions		(2,202	)		(2,753	)		266			3			(99	)		2		(4,783	)
Forward transactions		(1,584	)		—			—			—			—			—		(1,584	)
Future rate agreements (FRAs)		—			50			—			—			—			—		50
Swaps		(622	)		(2,087	)		131			14			—			2		(2,562	)
Options		4			(716	)		135			(11	)		—			—		(588	)
Other products		—			—			—			—			(99	)		—		(99	)
Other financial Institutions		(17	)		620			(116	)		3			477			—		967
Forward transactions		(15	)		—			—			—			—			—		(15	)
Future rate agreements (FRAs)		—			—			—			—			—			—		—
Swaps		—			566			51			3			—			—		620
Options		(2	)		54			(167	)		—			—			—		(115	)
Other products		—			—			—			—			477			—		477
Other sectors		238			1,700			866			27			(88	)		—		2,743
Forward transactions		233			—			—			—			—			—		233
Future rate agreements (FRAs)		—			—			—			—			—			—		—
Swaps		6			1,571			186			21			—			—		1,784
Options		(1	)		112			702			6			—			—		819
Other products		—			17			(22	)		—			(88	)		—		(93	)

Total		(1,981	)		(428	)		738			34			290			4		(1,343	)

of which: Asset Trading Derivatives		5,614			21,878			4,714			95			1,483			12		33,796

of which: Liability Trading Derivatives		7,595			22,306			3,976			61			1,193			8		35,139

F-68


	Millions of euros
				Interest			Equity
	Currency			Rate			Price			Commodities			Credit			Other
December-08	Risk			Risk			Risk			Risk			Risk			Risks		Total

Organised markets		—			5			(228	)		—			2			—		(221	)
Financial futures		—			—			4			—			—			—		4
Options		—			5			(232	)		—			2			—		(225	)
OTC markets		(1,491	)		1,288			674			93			294			—		858
Credit institutions		(1,676	)		(1,652	)		(165	)		15			(196	)		—		(3,674	)
Forward transactions		(978	)		—			—			—			—			—		(978	)
Future rate agreements (FRAs)		—			68			—			—			—			—		68
Swaps		(672	)		(1,580	)		154			15			(196	)		—		(2,279	)
Options		(26	)		(140	)		(319	)		—			—			—		(485	)
Other financial Institutions		(112	)		1,335			(151	)		27			580			—		1,679
Forward transactions		(110	)		—			—			—			—			—		(110	)
Swaps		—			1,278			24			12			580			—		1,894
Options		(2	)		57			(175	)		15			—			—		(105	)
Other sectors		297			1,605			990			51			(90	)		—		2,853
Forward transactions		378			—			—			—			—			—		378
Swaps		10			1,482			49			63			(90	)		—		1,514
Options		(91	)		119			962			(12	)		—			—		978
Other products		—			4			(21	)		—			—			—		(17	)

Total		(1,491	)		1,293			446			93			296			—		637

of which: Asset Trading Derivatives		10,940			22,574			5,082			174			2,174			2		40,946

of which: Liability Trading Derivatives		12,431			21,281			4,636			81			1,878			2		40,309

11. OTHER FINANCIAL ASSETS AND LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

The detail of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, based on the nature of the related transactions, was as follows:


	Millions of euros
	June-09		December-08

Assets
Debt securities		518		516
Unit-Linked products		518		516
Equity instruments		1,570		1,238
Unit-Linked products		1,175		921
Other securities		395		317

Total		2,088		1,754

Liabilities
Other financial liabilities		1,295		1,033
Unit-Linked products		1,295		1,033

Total		1,295		1,033

F-69

12. AVAILABLE-FOR-SALE FINANCIAL ASSETS

The detail of the balance, by type of instruments, of this subheading “Available-for-sale financial assets — Debt securities” in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, based on the nature of the related transactions, was as follows:


	Millions of euros
	June-09			December-08

Debt instruments
Issued by central banks		955			1,251
Spanish government bonds		14,624			6,315
Foreign government bonds		14,969			12,010
Issued by credit institutions		12,905			13,377
Resident		4,910			4,243
Non resident		7,995			9,134
Other debt instruments		6,169			7,008
Resident		1,000			1,209
Non resident		5,169			5,799

Total gross		49,622			39,961

Impairment losses		(229	)		(172	)
Accrued expenses and adjustments for hedging derivatives		226			42

Total net		49,619			39,831

The breakdown of the balance, by type of instruments, of the subheading “Available-for-Sale Financial Assets — equity instruments” as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Equity instruments listed		6,864		7,082
Shares of Spanish companies		4,586		4,639
Credit institutions		—		22
Other institutions		4,586		4,617
Shares of foreign companies		2,278		2,443
Equity instruments unlisted		902		867
Shares of Spanish companies		32		36
Credit institutions		—		1
Other institutions		32		35
Shares of foreign companies		870		831

Total		7,766		7,949

As of June 30, 2009 and December 31, 2008 the accumulated amount of gains/losses net from tax recognized under the heading “Valuation Adjustments — Available-for-Sale Financial Assets” amounted to €1,081 million and €931 million, respectively. The changes in this heading were as follows:


	Millions of euros
	June-09			December-08

Balance at beginning of the period		931			3,546
Revaluation gains and losses		478			(2,065	)
Income tax		(83	)		1,172
Amounts removed to income statement		(245	)		(1,722	)

Balance at end of the period		1,081			931

Of which:
Debt instruments		(18	)		(116	)
Equity instruments		1,099			1,047

F-70

As of June 30, 2009, most of our unrealised losses of “Available-for-sale assets” registered in equity correspond to “Debt instruments”. This unrealized are considered temporary because the majority of they have mainly arisen in a period shorter than one yea due to the increase of interest rates.

13. LOANS AND RECEIVABLES

13.1. BREAKDOWN OF THE BALANCE

The detail of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, based on the nature of the related financial instrument, is as follows:


	Millions of euros
	June-09		December-08

Loans and advances to credit institutions		24,533		33,856
Loans and advances to customers		327,926		335,260
Debt securities		446		378

Total		352,905		369,494

13.2. LOANS AND ADVANCES TO CREDIT INSTITUTIONS

The detail of the balance of this subheading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, based on the nature of the related financial instrument, was as follows:


	Millions of euros
	June-09			December-08

Reciprocal accounts		274			390
Deposits with agreed maturity		7,514			8,005
Demand deposits		3,979			6,433
Other accounts		7,896			9,250
Reverse repurchase agreements		4,850			9,601

Total gross		24,513			33,679

Valuation adjustments		20			177
Impairment losses		(83	)		(74	)
Accrued interest and fees		103			223
Hedging derivatives and others		—			28

Total		24,533			33,856

F-71

13.3. LOANS AND ADVANCES TO CUSTOMERS

The detail of the balance of this subheading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008, based on the nature of the related financial instruments, was as follows:


	Millions of euros
	June-09			December-08

Financial paper		665			587
Commercial credit		22,166			29,215
Secured loans		146,950			145,522
Credit accounts		21,462			21,593
Other loans		105,108			111,597
Reverse repurchase agreements		1,083			1,658
Receivable on demand and other		16,778			13,372
Finance leases		8,719			9,341
Impaired assets		11,509			8,437

Total gross		334,440			341,322

Valuation adjustments		(6,514	)		(6,062	)
Impairment losses		(7,682	)		(7,431	)
Accrued interests and fees		421			719
Hedging derivatives and others		747			650

Total		327,926			335,260

The “Loans and advances to customers” subheading includes certain securitized loans that have not been derecognized since the Group has retained Group substantially all the related risks or rewards due to the fact that it has granted subordinated financing 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.

The on-balance sheet amounts of said securitized loans not derecognized as of June 30, 2009 and December 31, 2008 are set forth below:


	Millions of euros
	June-09		December-08

Securitised mortgage assets		33,108		34,012
Other securitised assets(*)		11,032		10,341

Total		44,140		44,353

Of which:
Liabilities associated to assets retained on the balance sheet (**)		11,807		14,948


(*)		Mainly consumer loans, business loans and leasing.

(**)		These liabilities are recognized under “Financial liabilities at amortized cost — Debt certificates” in the accompanying consolidated balance sheets. (Note 22.4).

Meanwhile, certain other securitized loans have been derecognized where substantially all attendant risks or benefits were effectively transferred.

As of June 30, 2009 and December 31, 2008, the outstanding balances of derecognized securitized loans were as follows:


	Millions of euros
	June-09		December-08

Securitised mortgage assets		131		132
Other securitised assets		360		413

Total		491		545

F-72

14. HELD-TO-MATURITY INVESTMENTS

As of June 30, 2009 and December 31, 2008, the detail of the balance of this heading in the consolidated balance sheets was as follows:


	Millions of euros
	June-09			December-08

Quoted Spanish government bonds		1,335			1,412
Quoted foreign government bonds		2,409			2,432
Issued by Spanish credit institutions		338			343
Issued by foreign credit institutions		411			457
Issued by other resident sectors		608			641

Total gross		5,101			5,285

Impairment losses		(2	)		(3	)

Total		5,099			5,282

The foreign securities by the Group as of June 30, 2009 and December 31, 2008 in the held to maturity portfolio corresponds to European issuers.

The gross changes for the six months ended June 30, 2009 and for the year 2008 in the balance of this heading in the consolidated balance sheets were summarised as follows:


	Millions of euros
	June-09			December-08

Balance at beginning of the period		5,285			5,589
Acquisitions		—			—
Redemptions		(140	)		(284	)
Other		(44	)		(20	)

Balance at end of the period		5,101			5,285

In the six months ended June 30, 2009 there has been no sales of held to maturity investments of the Group, so there was no impact on results for this concept.

15. HEDGING DERIVATIVES (RECEIVABLE AND PAYABLE)

As of June 30, 2009 and December 31, 2008, the main positions hedged by the Group and the derivatives assigned to hedge those positions are:

•

Fair value hedge:

	-		Available for sale fixed rate debt securities: this risk is hedged using interest-rate derivatives (fixed- variable swaps).

	-		Long term fixed rate debt issued by Group: this risk is hedged using interest-rate derivatives (fixed- variable swaps).

	-		Available for sale equity securities: this risk is hedged using equity swaps.

	-		Fixed rate loans: this risk is hedged using interest-rate derivatives (fixed- variable swaps).

F-73

•		Cash flow hedge: Most of the hedged items are floating interest rate loans: this risk is hedged using currency and interest rate swaps.

•		Net investment in a foreign operation hedge: Most of risks hedged are investments in foreign currency in foreign subsidiaries. This risk is hedged mainly with exchange rate options and forward currency purchase.

The Note 7 analyses the nature of the main risks of the Group that are hedged by these financial instruments.

The detail, by type of hedge risk, of the fair value of the heading derivatives as of June 30, 2009 and December 31, 2008 recognized in the accompanying consolidated balance sheets was as follows:


	Millions of euros
	Exchange		Interest Rate
June-09	Risk		Risk			Share Risk			Total

Non organised markets
Credit institutions		62		2,421			(94	)		2,389
Fair value hedge		—		2,043			(94	)		1,949
Cash flow hedge		60		401			—			461
Net investment in a foreign operation hedge		2		(23	)		—			(21	)
Other financial institutions		—		35			(11	)		24
Fair value hedge		—		35			(11	)		24
Cash flow hedge		—		—			—			—
Other sectors		4		(137	)		—			(133	)
Fair value hedge		—		(137	)		—			(137	)
Cash flow hedge		4		—			—			4

Total		66		2,319			(105	)		2,280

of which: Asset Hedging Derivatives		70		3,714			20			3,804

of which: Liability hedging Derivatives		4		1,396			125			1,525


	Millions of euros
			Interest Rate
December-08	Exchange Risk		Risk			Total

Non organised markets
Credit institutions		205		2,290			2,495
Fair value hedge		—		1,972			1,972
Cash flow hedge		106		338			444
Net investment in a foreign operation hedge		99		(20	)		79
Other financial institutions		—		100			100
Fair value hedge		—		68			68
Cash flow hedge		—		32			32
Other sectors		11		1			12
Fair value hedge		—		1			1
Cash flow hedge		11		—			11

Total		216		2,391			2,607

of which: Asset Hedging Derivatives		227		3,606			3,833

of which: Liability hedging Derivatives		11		1,215			1,226

F-74

As of June 30, 2009, the most significant forecasted cash flows that the Group has hedged, being its impact on the consolidated income statement expected in the following periods, was as follow:


	Millions of euros
			More than 3
			months but less		From 1 to 5		More than 5
	3 months or less		than 1 year		years		years

Cash inflows from assets		317		844		3,110		9,528
Cash outflows from liabilities		225		666		2,751		9,145

The amounts previously recognized in equity from cash flow hedge that were removed from equity and included in consolidated income statement — in the heading “Gains or losses of financial assets and liabilities (net)” or in the heading “Net Exchange differences” — for the six months period ended June 30, 2009 amounted to €2 million and was null for the six months period ended June 30, 2008.

As of June 30, 2009 there were no hedges of highly probable forecast transaction in the Group.

16. NON-CURRENT ASSETS HELD FOR SALE AND LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE

The detail of the balance of this heading in the accompanying consolidated balance sheet, depending on the origin of the assets, was as follow:


	Millions of euros
	June-09			December-08

Tangible assets		566			117
Tangible assets awarded or recovered as loan guarantee		546			391
Tangible assets awarded as loan guarantee		512			364
Tangible assets recovered from Operating lease		34			27
Value correction due to assets impairment		(89	)		(64	)

Total		1,023			444

The change in the heading “From property, plant and equipment — for own use” between January 1 and June 30, 2009 is due primarily to the reclassification to this heading of certain properties owned by the Bank in Spain which have been included in a disposal plan and which are considered highly likely to be sold in their current condition within one year from the reporting date.

The fair value of the items included in non current assets held for sale was determined by reference to appraisals performed by homologated companies as valuers in each of the geographical areas in which the assets are located.

In the case of Spain, the independent valuation and appraisal companies authorised by the Bank of Spain and entrusted with the appraisal of these assets were: Sociedad de Tasación, S.A., Valtecnic, S.A.,Krata, S.A., Gesvalt, S.A., Alia Tasaciones, S.A., Tasvalor, S.A. and Trinsa, S.A.

As of June 30, 2009 and December 31, 2008, there were no liabilities associated with non-current assets held for sale.

F-75

17. INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

17.1. INVESTMENTS IN ASSOCIATES

The following table shows the detail of the book value of the most significant Group’s investments in associates as of June 30, 2009 and December 31, 2008:


	Millions of euros
Investments in Associates	June-09		December-08

Citic Intemational Financial Holdings Limited CIFH		574		541
Occidental Hoteles Management, S.L.		125		128
Tubos Reunidos, S.A.		55		54
BBVA Elcano Empresarial II, S.C.R., S.A.		54		39
BBVA Elcano Empresarial, S.C.R., S.A.		54		39
Rest of companies		80		93

Total		942		894

The detail of the balance and gross changes for the six months ended June 30, 2009 and for the year 2008 in this heading of the consolidated balance sheets, were as follows:


	Millions of euros
	June-09			December-08

Balance at beginning of year		894			846
Acquisitions:		51			655
Of which:
Citic International Financial Holdings Limited (CIFH)		47			655
Other		4			—
Disposals		(1	)		(782	)
Of which:
Tubos Reunidos, S.A. (*)		—			(41	)
Citic International Financial Holdings Limited (CIFH)		—			(739	)
Transfers and others		(2	)		175

Balance at end of year		942			894

Of which:
Goodwill		222			217
CIFH		218			214
Other		4			3


(*)		Corresponds to the sale of the 0.853% of the capital stock in January 2008

The following tables show the book value and the fair value of listed associates accounted for using the equity method as of June 30, 2009 and December 31, 2008, calculated on the base of its official listed:

Millions of euros

June-09

December-08

COMPANY

Book value

Fair value

Book Value

Fair Value

Tubos Reunidos, S.A.

Appendix V shows associate entities as of June 30, 2009.

F-76

Agreement with the CITIC Group

On November 2006 and June 2008 BBVA reached both agreements with the banking group CITIC Group (“CITIC”) to develop a strategic alliance in the Chinese market.

As of June 30, 2009, in accordance with these agreements, BBVA hold a 29.68% ownership interest in “Citic International Financial Holdings” (“CIFH”) which develops its activity in Hong Kong and a 10.07% ownership interest in “China Citic Bank” (CNCB).

BBVA also has an option to acquire an additional percentage, subject to certain conditions, during a two-year period, which could bring its interest in CNCB to 15%.

As of June 30, 2009 and December 31, 2008, BBVA’s interest in CNCB was included under “Available-for-sale financial assets” in the accompanying consolidated balance sheets (Note 12).

The Group considers that BBVA’s investment in CNCB is strategic, as it is the platform for developing its business in continental China and is also key to the development of international business initiatives together with CITIC. In addition, BBVA has the status of “sole strategic investor” at CNCB.

In addition, under the umbrella of its strategic commitment to CNCB, during the first semester of 2009, BBVA and CNCB reached new cooperation alliances under profit sharing regimes in the car financing and private banking segments.

17.2. INVESTMENTS IN JOINTLY CONTROLLED ENTITIES

The jointly controlled entities that the Group has considered, because reflect the economic reality of such holdings, must be accounted by the “equity method” (Note 2.1) are registered in this heading of accompanying consolidated balance sheet.

The following table shows the detail of the most significant Group’s investments in jointly controlled entities as of June 30, 2009 and December 31, 2008:


	Millions of euros
Jointly controlled entities	June-09		December-08

Corporación IBV Participaciones Empresariales S.A.		275		385
Fideicomiso F/403853-5 BBVA Bancomer SºS ZIBAT		21		20
I+D Mexico, S.A.		16		14
Las Pedrazas Golf, S.L.		14		16
Fideicomiso Hares BBVA Bancomer F/47997-2		14		12
Dintransa Rentrucks, S.A.		14		15
Rest		111		111

Total		465		573

Of which
Goodwill
Grupo Profesional Planeación y Proyectos S.A. de C.V.		4		4
Dintransa Rentrucks, S.A.		9		8
Rest		3		4

		16		16

If the jointly controlled entities accounted for equity method had been accounted for proportionate method, the Group had been increased as follow, as of June 30, 2009 and December 31, 2008:


	Millions of
	euros
	June-09

Group’s Asset		394
Group’s Liabilities		859
Operating expensives		(13	)

F-77

Appendix V show jointly controlled entities consolidated using the equity method as of June 30, 2009.

17.3. INFORMATION ABOUT ASSOCIATES AND JOINTLY CONTROLLED ENTITIES BY THE EQUITY METHOD

The following table provides relevant information of the balance sheet and income statement of associates and jointly controlled entities by the proportionate consolidation method as of June 30, 2009 and December 31, 2008, respectively (Appendix IV).


	Millions of euros
	June-09				December-08
			Jointly				Jointly
			controlled				controlled
ITEMS	Associates		entities		Associates		entities

Current Assets		1,574		499		745		559
Non-current Assets		2,453		360		4,162		349
Current Liabilities		2,853		112		230		136
Non-current Liabilities		1,173		747		4,677		772

Net sales		82		37		210		102
Operating Income		32		1		99		17
Net Income		55		—		93		286

17.4. NOTIFICATIONS ABOUT ACQUISITION OF HOLDINGS

The notifications on the acquisition and disposal of holdings in associates or jointly controlled, in compliance with Article 86 of the Spanish Corporations Law and Article 53 of the Securities Market Law 24/1988, are listed in Appendix VI.

17.5 IMPAIRMENT

For the six months ended June 30, 2009 and year ended December 31, 2008, the goodwill in associates and jointly controlled entities has not registered impairment.

18. REINSURANCE ASSETS

This heading of the accompanying consolidated balance sheets reflects the amounts to receive from consolidated entities whose origins are reinsurance contracts with third parties.

As of June 30, 2009 and December 31, 2008, the detail of the balance of the ownership of the reinsurance in the technical provisions was as follows:


	Millions of euros
	June-09		December-08

Reinsurance asset		40		29

F-78

19. TANGIBLE ASSETS

As of June 30, 2009 and December 31, 2008, the detail and the change of the balance of this heading in the consolidated balance sheets based on the nature of the related items, were as follows:


	Millions of euros
	June-09			December-08

Properties, plants and equipment
For own use
Land and Buildings		2,467			3,030
Construction in progress		430			422
Furniture, fixtures and vehicles		4,977			4,866
Accumulated depreciation		(3,727	)		(3,857	)
Valuation adjustments		(19	)		(19	)
Assets Leased out under an Operating Lease
Assets leased out to Group entities under an operating lease		976			996
Accumulated depreciation		(263	)		(259	)
Valuation adjustments		(23	)		(5	)

Total properties, plants and equipments		4,818			5,174

Investment properties
Properties leased to Group entities		1,805			1,777
Rural land, land lots and buildable land		1			1
Other		7			8
Leases		1			1
Accumulated depreciation		(53	)		(45	)
Valuation adjustments		(77	)		(8	)

Total investment properties		1,684			1,734

Total tangible assets		6,502			6,908

“Investment properties” includes primarily the leased properties in the BBVA real estate fund which is fully consolidated (See Appendix II).

The decrease in the balance under “For own use — Land and buildings” between January 1 and June 30, 2009 primarily reflects the reclassification of certain of the Bank’s Spanish properties to “Non-current assets held for sale”, as outlined in Note 16.

The main activity of the Group is carried out through a network of banking offices located geographically as shown in the following table:


	Number of branches
AREA	June - 09		December - 08

Spain		3,151		3,375
America		4,162		4,267
Rest of the world		145		145

Total		7,458		7,787

The table below breaks down tangible assets corresponding to Spanish and non-Spanish companies at June 30, 2009 and at December 31, 2008:


	Millions of euros
	June - 09		December - 08

Foreign subsidiaries		2,340		2,276
BBVA and Spanish subsidiaries		4,162		4,632

Total		6,502		6,908

F-79

20. INTANGIBLE ASSETS

20.1. GOODWILL

The detail, by entity, of the changes for the six months period ended June 30, 2009 and for the year ended December 31, 2008 in the balance of this subheading in the consolidated balance sheets is as follows:


	Millions of euros
	Balance at
	beginning of		Exchange					Balance at
June-09	period		Differences			Other		end of period

BBVA Compass		6,643		(102	)		—		6,541
Grupo Financiero Bancomer, S.A. de C.V.		406		14			—		420
Hipotecaria Nacional S.A. C.V.		178		7			—		185
BBVA Colombia, S.A.		193		5			—		198
BBVA Inversiones Chile, S.A.		71		13			—		84
Maggiore Fleet, S.p.A.		34		—			—		34
BBVA Chile, S.A.		28		5			—		33
BBVA Puerto Rico, S. A.		33		—			—		33
FORUM Servicios Financieros,S.A.		25		4			—		29
AFP Provida, S.A.		18		3			—		21
BBVA Portugal,S.A.		16		—			—		16
Finanzia, Banco de Crédito, S.A.		5		—			—		5
BBVA Finanzia S.p.A.		4		—			—		4
BBVA Bancomer USA		4		—			—		4
FORUM Distribuidora, S.A.		1		1			—		2

FULLY CONSOLIDATED COMPANIES		7,659		(50	)		—		7,609


	Millions of euros
	Balance at
	beginning of		Exchange						Balance at
December-08	year		Differences			Other			end of year

BBVA Compass (*)		6,265		366			12			6,643
Grupo Financiero Bancomer, S.A. de C.V.		485		(79	)		—			406
Hipotecaria Nacional S.A. C.V.		213		(35	)		—			178
BBVA Colombia, S.A.		204		(11	)		—			193
BBVA Inversiones Chile, S.A.		87		(16	)		—			71
Maggiore Fleet, S.p.A.		34		—			—			34
BBVA Chile, S.A.		34		(6	)		—			28
BBVA Puerto Rico, S. A.		31		2			—			33
FORUM Servicios Financieros,S.A.		28		(3	)		—			25
AFP Provida, S.A.		21		(3	)		—			18
BBVA Portugal,S.A.		16		—			—			16
Finanzia, Banco de Crédito, S.A.		5		—			—			5
BBVA Finanzia S.p.A.		4		—			—			4
BBVA Bancomer USA		4		—			—			4
FORUM Distribuidora, S.A.		2		(1	)		—			1
BBVA Renting S.p.A.		3		—			(3	)		—

FULLY CONSOLIDATED COMPANIES		7,436		214			9			7,659


(*)		The goodwills of the four banks merged in 2008 are included (see Note 3)

At least once a year and whenever there are indications of impairment, an impairment test is carried out for each company that generates goodwill. This test compares the present value of future cash flows that are expected to be obtained by each company with its book value and goodwill, in order to determine whether or not its value is impaired.

As of June 30, 2009 and December 31, 2008, there were no losses due to impairments in the value of these companies.

F-80

During the six months ended June 2009 and year 2008 there have not been effects of gains, losses, error corrections and other significant adjustments in relation with assets, liabilities and contingent liabilities in the acquired entities in 2008 o prior periods.

20.2. OTHER INTANGIBLE ASSETS

The detail of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


							Average
							Useful
	Millions of euros						Life
	June-09			December-08			(years)

Computer software acquisition expense		372			259			5
Other deferred charges		39			113			5
Other intangible assets		344			409			5
Impairment		(1	)		(1	)

Total		754			780

21. REST OF ASSETS AND LIABILITIES

The detail of the balance of these headings in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Assets -
Inventories		1,636		1,066
Transactions in transit		233		33
Accrued interest		489		383
Prepaid expenses		283		206
Other prepayments and accrued income		206		177
Other		1,556		1,296

Total		3,914		2,778

Liabilities -
Transactions in transit		98		53
Accrued interest		2,038		1,918
Unmatured accrued expenses		1,192		1,321
Other accrued expenses and deferred income		846		597
Other		623		586

Total		2,759		2,557

The heading “Inventories” includes the purchases of land and property that the Group real estate companies held for sale or in their development business.

The balance of the heading Inventories in the consolidated financial statements relates basically to the following companies: Anida Desarrollos Inmobiliarios, S.A., Inensur Brunete, S.L., Monasterio Desarrollo, S.L., Desarrollo Urbanístico Chamartín, S.A., Marina Llar, S.L., Montealiaga, S.A., Anida Desarrollo Singulares, S.L. y Anida Operaciones Singulares, S.L. y Anida Inmuebles España y Portugal, S.L.

F-81

22. FINANCIAL LIABILITIES MEASURED AT AMORTISED COST

The detail of the items composing the balances of this heading in the accompanying consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Deposits from central banks		26,979		16,844
Deposits from credit institutions		49,940		49,961
Deposits from customers		249,096		255,236
Debt certificates (including bonds)		102,486		104,157
Subordinated liabilities		17,003		16,987
Other financial liabilities (*)		6,985		7,420

Total		452,489		450,605


*		As of December 31, 2008, “Other financial liabilities” included the dividend approved and pending of payment (see Note 4) that corresponds to the third interim dividend paid as of January 12, 2009.

22.1. DEPOSITS FROM CENTRAL BANKS

The breakdown of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 is as follows:


	Millions of euros
	June-09		December-08

Bank of Spain		13,128		4,036
Credit account drawdowns		10,999		37
Other State debt and Treasury bills under repurchase agreement		—		2,904
Other assets under repurchase agreement		2,129		1,095
Other central banks		13,823		12,726

Total gross		26,951		16,762

Accrued interest until expiration		28		82

Total		26,979		16,844

As of June 30, 2009 and December 31, 2008, the financing limit assigned to the Group by the Bank of Spain and the rest of central banks and the one that it had been drawn down this one, was as follow:


	Millions of euros
	June-09		December-08

Assigned		19,384		16,049
Drawn down		2,442		125

F-82

22.2 DEPOSITS FROM CREDIT INSTITUTIONS

The breakdown of the balance of this subheading in the consolidated balance sheets, based on the nature of the related transactions, as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Reciprocal accounts		71		90
Deposits with agreed maturity		33,432		35,785
Demand deposits		1,944		1,228
Other accounts		543		547
Repurchase agreements		13,763		11,923

Subtotal		49,753		49,573

Accrued interest until expiration		187		388

Total		49,940		49,961

The detail, by geographical area and on the nature of the related instruments, of this subheading as of June 30, 2009 and December 31, 2008 disregarding valuation adjustments was as follows:


	Millions of euros
					Funds Received Under
	Demand		Deposits with		Financial Asset
June-09	Deposits		Agree Maturity		Transfers		Total

Spain		1,124		5,922		1,370		8,416
Rest of Europe		443		16,574		1,030		18,047
United States		31		5,331		824		6,186
Latin America		394		2,340		10,539		13,273
Rest of the world		23		3,808		—		3,831

Total		2,015		33,975		13,763		49,753


	Millions of euros
					Funds Received Under
	Demand		Deposits with		Financial Asset
December-08	Deposits		Agree Maturity		Transfers		Total

Spain		676		4,413		1,131		6,220
Rest of Europe		82		17,542		2,669		20,293
United States		40		8,164		1,093		9,297
Latin America		439		3,518		7,030		10,987
Rest of the world		80		2,696		—		2,776

Total		1,317		36,333		11,923		49,573

F-83

22.3 DEPOSITS FROM CUSTOMERS

The breakdown of the balance of this subheading in the accompanying consolidated balance sheets, based on the nature of the related transactions, as of June 30, 2009 and December 2008 was as follows:


	Millions of euros
	June-09		December-08

General Government		19,804		18,837
Spanish		4,075		6,320
Foreign		15,714		12,496
Accrued interest		15		21
Other resident sectors -		93,052		98,630
Current accounts		21,488		20,725
Savings accounts		26,260		23,863
Fixed-term deposits		37,241		43,829
Reverse repos		7,271		9,339
Other accounts		241		62
Accrued interest		551		812
Non-resident sectors		136,240		137,769
Current accounts		29,642		28,160
Savings accounts		20,267		22,840
Fixed-term deposits		80,668		79,094
Repurchase agreements		5,033		6,890
Other accounts		168		104
Accrued interest		462		681

Total		249,096		255,236

Of which:
Deposits from customers without valuation adjustment		116,303		121,895
Accrued interest		132,793		133,341
Of which:
In euros		248,242		254,075
In foreign currency		854		1,161

The detail, by geographical area and on the nature of the related instruments, of this subheading as of June 30, 2009 and December 31, 2008 disregarding valuation adjustments was as follows:


	Millions of euros
					Deposits with
	Demand		Saving		Agreed
June-09	Deposits		Deposits		Maturity		Repos		Total

Spain		24,933		26,322		37,747		7,574		96,576
Rest of Europe		3,636		393		22,034		5		26,068
United States		9,526		8,815		42,131		—		60,472
Latin America		22,806		11,918		21,962		5,033		61,719
Rest of the world		356		47		2,831		—		3,234

Total		61,257		47,495		126,705		12,612		248,069

F-84


	Millions of euros
					Deposits with
	Demand		Saving		Agreed
December-08	Deposits		Deposits		Maturity		Repos		Total

Spain		26,208		23,892		45,299		9,746		105,145
Rest of Europe		3,214		360		22,733		34		26,341
United States		8,288		10,899		36,997		—		56,184
Latin America		20,219		9,911		20,195		6,868		57,193
Rest of the world		1,576		2,488		4,796		—		8,860

Total		59,505		47,550		130,020		16,648		253,723

22.4 DEBT CERTIFICATES (INCLUDING BONDS) AND SUBORDINATED LIABILITIES

The breakdown of the balance of the subheading “Debt certificate (including Bonds)” in the accompanying consolidated balance sheets as of June 30, 2009 and December 31, 2008, by the nature of the transactions and currencies, was as follows:


	Millions of euros
	June-09		December-08

Promissory notes and bills
In euros		15,616		9,593
In other currencies		12,574		10,392

*Subtotal*		28,190		19,985

Bonds and debentures issued
In euros -
Non-convertible bonds and debentures at floating interest rates		7,241		11,577
Non-convertible bonds and debentures at fixed interest rates		6,244		4,736
Covered bonds		37,623		38,481
Hybrid financial liabilities		275		—
Bonds from securitization realized by the Group		10,648		13,783
Accrued interest and other (*)		2,817		2,668
In foreign currencies -
Non-convertible bonds and debentures at floating interest rates		4,593		8,980
Non-convertible bonds and debentures at fixed interest rates		1,983		1,601
Covered bonds		737		1,005
Hybrid financial liabilities		889		—
Other securities associate to financial activities		6		15
Bonds from securitization realized by the Group		1,159		1,165
Accrued interest and other (*)		81		161

Subtotal		74,296		84,172

Total		102,486		104,157

(*) Hedge transactions and issue expenses

The breakdown by nature of the related instruments of the balance of the subheading “Subordinated liabilities” in the accompanying consolidated balance sheets, by the nature of the transactions, was as follows:

F-85


	Millions of euros
	June-09		December-08

Subordinated debt		10,826		10,785
Preference shares		5,506		5,464

Total gross		16,332		16,249

Accrued interest and other		671		738

Total		17,003		16,987

The changes for the six months peridos ended June 30, 2009 and 2008 in the headings “Debt certificates (including Bonds)” and “Subordinated liabilities” were as follows:


	Millions of euros
	June-09
	Balance at							Exchange			Balance at
	beginning of				Repurchase or			differences and			the end of
ISSUANCES OF THE ENTITY	period		Issuances		refund			others			period

Debt certificates issued in the European Union		111,158		67,118		(64,420	)		(4,751	)		109,105
With information brochure		111,125		67,118		(64,420	)		(4,751	)		109,072
Without information brochure		33		—		—			—			33
Other debt certificates issued outside European Union		9,986		5,333		(3,869	)		(1,066	)		10,384

Total		121,144		72,451		(68,289	)		(5,817	)		119,489


	Millions of euros
	June-08
	Balance at							Exchange			Balance at
	beginning of				Repurchase			differences and			the end of
ISSUANCES OF THE ENTITY	period		Issuances		or refund			others			period

Debt certificates issued in the European Union		109,643		34,419		(35,377	)		(2,281	)		106,404
With information brochure		109,610		34,419		(35,377	)		(2,281	)		106,371
Without information brochure		33		—		—			—			33
Other debt certificates issued outside European Union		8,745		19,528		(18,625	)		(422	)		9,226

Total		118,388		53,947		(54,002	)		(2,703	)		115,630

22.4.1 PROMISSORY NOTES AND BILLS

These promissory notes were issued mainly by the Group’s subsidiary Banco de Financiación, S.A. and BBVA.

22.4.2. BONDS AND DEBENTURES ISSUED

Following the table shows the (weighted average) interest rate relating to fixed and floating rate bonds and debentures issued in euros and foreign currencies as of June 30, 2009 and December 31, 2008:


	June-09						December-08
				Foreign						Foreign
	Euros			currency			Euros			currency

Fixed rate		3.90	%		4.10	%		3.86	%		4.79	%
Floating rate		1.39	%		3.72	%		4.41	%		4.97	%

Most of the foreign-currency issuances are denominated in U.S. dollars.

F-86

22.4.3. SUBORDINATED LIABILITIES

22.4.3.1. SUBORDINATED DEBT

These issuances are non-convertible subordinated debt and, accordingly, for debt seniority purposes, they rank behind ordinary debt.

The breakdown of this subheading in the accompanying consolidated balance sheets, without factoring in valuation adjustments, by currency of issuance and interest rate is disclosed in Appendix VIII.

22.4.3.2. PREFERENCE SHARES

The detail, by company, of this subheading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

BBVA Internacional, Ltd. ⁽¹⁾		500		500
BBVA Capital Finance, S.A.U.		2,975		2,975
Banco Provincial, S.A		69		70
BBVA International Preferred, S.A.U. ⁽²⁾		1,944		1,901
Phoenix Loan Holdings, Inc.		18		18

Total		5,506		5,464


⁽¹⁾		Listed on the Spanish AIAF market.

⁽²⁾		Listed in London Stock Exchange and New York Stock Exchange.

These issues were subscribed by third parties outside the Group and are wholly or partially redeemable at the issuer company’s option after five or ten years from the issue date, depending on the terms of each issue.

The issuances of BBVA International Ltd BBVA, BBVA Capital Finance, S.A.U. and BBVA International Preferred, S.A.U, are subordinately guaranteed by the Bank.

23. LIABILITIES UNDER INSURANCE CONTRACTS

The detail of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Technical provisions for:
Mathematical reserves		5,623		5,503
Provision for unpaid claims reported		726		640
Other insurance technical provisions		473		428

Total		6,822		6,571

F-87

24. PROVISIONS

The detail of the balance of this heading in the consolidated balance sheets as of June 30, 2009 and December 31, 2008 was as follows:


			Millions of euros
	Note		June-09		December-08

Provisions for pensions and similar obligations		25		6,296		6,359
Provisions for taxes and other legal contingents				299		263
Provisions for contingent exposures and commitments				355		421
Other provisions				1,638		1,635

Total				8,588		8,678

25. COMMITMENTS WITH PERSONNEL

As described in note 2.2.3, the Group holds both defined benefit and defined contribution post-employment commitments; the proportion of defined contribution benefits is gradually increasing, mainly due to new hires.

25.1. COMMITMENTS WITH PERSONNEL FOR POST-EMPLOYMENT DEFINED CONTRIBUTION PLANS

The commitments with personnel for post-employemnt defined contribution correspond to contributions on behalf of current employees made anually by the Group. These contributions are accrued and charged to the consolidated income statement in the corresponding financial period (see Note 2.2.3). No liability is therefore recognised in the accompanying consolidated balance sheets.

In the six months periods ended June 30, 2009 and 2008 the Group has made contributions to the defined contribution plans that amounted to €45 million and €33 million, respectively.

25.2 COMMITMENTS FOR POST-EMPLOYMENT DEFINED BENEFIT PLANS AND OTHER LONG-TERM POST-EMPLOYMENT BENEFITS

Defined benefit post-employment commitments accrue primarily to Group employees already retired or who have opted for early retirement schemes, to certain categories of serving employees upon retirement and to most of the active workforce in relation to permanent disability and life insurance obligations.

The detail of the commitments for defined contributions plans as well as the rest of long-term post-employment benefits in Spain and abroad were as follows:

F-88


	Millions of euros
	Commitments in Spain				Commitments abroad				TOTAL
	June-09		December-08		June-09		December-08		June-09		December-08

*Post-employment benefits*
Pension commitments		3,059		3,060		929		903		3,988		3,963
Early retirement		3,293		3,437		—		—		3,293		3,437
Post-employment welfare benefits		216		221		394		364		610		585

Total		6,568		6,718		1,323		1,267		7,891		7,985

Insurance contracts coverages
Pension commitments		437		436		—		—		437		436

		437		436		—		—		437		436

Other plan assets
Pension commitments		—		—		929		889		929		889
Post-employment welfare benefits		—		—		323		301		323		301

		—		—		1,252		1,190		1,252		1,190

Net commitments of plan assets		6,131		6,282		71		77		6,202		6,359

*of which:*
Net assets		—		—		94		—		94		—
Net liabilities (*)		6,131		6,282		165		77		6,296		6,359


(*)		Recognized under the heading “Provisions — Provisions for pensions and similar obligations” of the accompanying consolidated balance sheets.

The changes in the six months periods ended June 30, 2009 and 2008, by type of net commitment, were as follows:


	Millions of euros
	Commitments in Spain									Commitments abroad
							Post-						Post-
							employment						employment
	Pension			Early			welfare			Pension			welfare
June-09	commitments			retirement			benefits			commitments			benefits			Total

Balance at beginning of period		2,624			3,437			221			13			64			6,359
Finance expenses		57			71			5			33			19			185
Finance income		—			—			—			(32	)		(15	)		(47	)
Current service cost		7			—			1			11			6			25
Current early retirements		5			113			—			—			—			118
Prior service cost or changes in the plan		7			—			—			—			—			7
Acquisitions or divestments made		—			—			—			—			—			—
Effect of reductions or settlement		—			—			—			—			—			—
Payments		(87	)		(332	)		(14	)		(1	)		—			(434	)
Exchange difference		—			—			—			—			1			1
Actuarial losses (gains)		3			5			1			(1	)		—			8
Contributions		—			—			—			(23	)		(4	)		(27	)
Other movements		6			(1	)		2			—			—			7

Balance at end of period		2,622			3,293			216			—			71			6,202

F-89


	Millions of euros
	Commitments in Spain									Commitments abroad
							Post-						Post-
							employment						employment
	Pension			Early			welfare			Pension			welfare
June-08	commitments			retirement			benefits			commitments			benefits			Total

Balance at beginning of period		2,648			2,950			234			35			66			5,933
Finance expenses		58			61			5			37			18			179
Finance income		—			—			—			(37	)		(15	)		(52	)
Current service cost/ Current early retirements		11			533			1			12			7			564
Prior service cost or changes in the plan		—			—			—			5			—			5
Acquisitions or divestments made		—			—			—			—			—			—
Effect of reductions or settlement		—			—			—			(5	)		(5	)		(10	)
Payments		(85	)		(325	)		(40	)		—			—			(450	)
Exchange difference		—			—			—			1			—			1
Actuarial losses (gains)		(9	)		(5	)		—			—			—			(14	)
Contributions		—			—			—			(51	)		(10	)		(61	)
Other movements		2			(7	)		8			32			1			36

Balance at end of period		2,625			3,207			208			29			62			6,131

Other commitments with personnel are long-service bonuses, that are recognized under the subheading “Provisions — Other provisions” of the accompanying consolidated balance sheet (Note 24) that amount to €33 million as of June 30, 2009 (€36 million as of December 31, 2008), of which €12 million correspond to entities in Spain and €21 million correspond to entities abroad (€11 and €25 millions, respectively, as of December 31, 2008).

25.2.1. Main Commitments in Spain:

The most significant actuarial assumptions used as of June 30, 2009 and December 31, 2008, were as follows:


Mortality tables		PERM/F 2000P.
Discount rate (cumulative annual)		4.5%/ AA corporate bond yield curve
Consumer price index (cumulative annual)		2.0%
Salary growth rate (cumulative annual)		At least 3% (depending on employee)
Retirement ages		First date at which the employees are entitied to retire or contractually agreed at the individual level in the case of early retirements

Pension commitments

To cover certain pension commitments, insurance contracts have been contracted with insurance companies not related to the group. These commitments are covered by assets and therefore are presented in the accompanying consolidated balance sheets for the net amount commitment less plan assets. As of June 30, 2009 and December 31, 2008, the amount of the plan assets to the mentioned insurance contracts equalled the amount of the commitments covered, therefore its net value was zero in the accompanying consolidated balance sheets.

On the other hand, the rest pension commitments include commitments by defined benefit for which insurance contracts have been contracted with BBVA Seguros, S.A. de Seguros y Reaseguros, which is 99.95% owned by the Group. The assets in which the insurance company has invested the amount of the contracts can not be considered plan assets according to IAS 19 and are presented in the accompanying consolidated balance sheets in different headings of Assets depending on the classification of financial instruments that corresponds. The commitments are recognized under the heading “Provisions — Provisions for pensions and similar obligations” of the accompanying consolidated balance sheets (see Note 24).

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Early retirements

During the first semester of 2009 the Group offered in Spain to certain employees the possibility of taking early retirement before the age stipulated in the collective labour agreement in force. This offer was accepted by 223 employees (993 employees during the first semester of 2008).

The early retirements commitments in Spain as of June 30, 2009 and December 31, 2008 were recognised as provisions in the subheading “Provisions — Provisions for Pensions and Similar Obligations” (see Note 23) in the accompanying consolidated balance sheets amounted to €3,293 million and €3,437 million, respectively.

The cost of the early retirements of the period were recognised in the subheading “Provision Expense (Net) — Transfers to funds for pensions and similar obligations — Early retirements” in the accompanying consolidated income statements.

Estimated of contribution payments

The annual estimated amount of contribution payments in Spain in million of euros for the next 10 years are as follows:


	Commitments in Spain
					Post-
					employment
	Pension		Early		welfare
Year	Commitments		retirement		benefits

2009		173		606		20
2010		178		539		19
2011		178		498		18
2012		177		458		17
2013		176		415		17
2014-2018		850		1,293		81

Impact in the consolidated income statements

Following is a summary of the charges on the accompanying consolidated income statements for post-employment benefits commitments of companies in Spain:


	Millions of euros
	June-09		June-08

*Interest expense and similar charges*
Interes cost of pension funds		133		124
*Personnel expenses*
Transfers to pensions plans		7		11
Social attentions		1		1
*Provision expense (net)*
Transfers to fund for pensions and similar obligations
Pension funds		18		(14	)
Early retirement		113		533

Total		272		655

25.2.2. Commitments abroad:

The main post-employment commitments with personnel abroad are related to Mexico, Portugal and United States, which jointly represent 95% of the total amount of commitments with personnel abroad as of June 30, 2009 and 16% of the total of the commitments with the whole personnel of BBVA Group as of June 30, 2009 (94% and 15%, respectively, as of December 31, 2008).

As of June 30, 2009 and December 31, 2008 the details by countries of the various commitments with personnel of Group BBVA abroad are as follows:

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	Millions de euros
	Commitments				Plan assets				Net Commitments
	June-09		December-08		June-09		December-08		June-09			December-08

*Post-employment benefits*
Mexico		402		387		453		436		(51	)		(49	)
Portugal		293		283		288		283		5			—
United States		168		167		145		133		23			34
Rest		66		66		43		37		23			29

		929		903		929		889		—			14

Post-employment welfare benefits
Mexico		389		360		323		301		66			59
Portugal		—		—		—		—		—			—
United States		—		—		—		—		—			—
Rest		5		4		—		—		5			4

		394		364		323		301		71			63


Total commitments		1,323		1,267		1,252		1,190		71			77

The portion pending transfer as of June 30, 2009 to the new defined contribution system within the balance of commitments and plan assets in Mexico corresponding to the employees that have accepted migration to the new scheme amounted to €29 million.

The plan assets are used directly to settle the vested obligations and which meet the following conditions: they are not owned by the Group entities; they are available only to pay post-employment benefits; and they cannot be returned to the Group entities.

Plan assets in Mexico and Portugal are virtually all invested in debt securities. Plan assets in the US are also invested in equities (around 50%).

The commitments net of the aforementioned plan assets were recognized in the subheading “Provisions - Provisions for pensions and similar obligations” in the accompanying consolidated balance sheets (see Note 24). The present value of the commitments is quantified using actuarial assumptions.

The main actuarial assumptions used in quantifying the commitments as of June 30, 2009 and December 31, 2008 in Mexico, Portugal and the United States, were as follows:


ITEMS	Mexico			Portugal			United States

Mortality tables	EMSSA 97			TV88/90			RP 2000 Projected
Discount rate (cumulative annual)		10.3	%		5.9	%		6.9	%
Consumer price index (cumulative annual)		3.8	%		2.0	%		2.5	%
Salary growth rate (cumulative annual)		4.8	%		3.0	%		4.0	%
Expected rate of return on plan assets		9.8	%		4.6	%		7.5	%
Medical cost trend rates		6.8	%		—			n/a

The estimated annual amount of commitments in million of euros for the next 10 years are as follows:


	Commitments abroad
Year	Mexico		Portugal		United States

2009		30		15		7
2010		30		15		7
2011		30		16		8
2012		31		16		8
2013		31		16		9
2014-2018		174		80		61

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An annual analysis as of June 30, 2009 of the sensitivity of annual cost and commitments to incremental changes in the growth in medical costs in Mexico is set forth below:


	Millions of euros
	Mexico
	1% increase		1% decrease

Increase/Decrease in current services cost and interest cost		11		(9	)
Increase/Decrease in commitments		72		(57	)

The detail of the charges on the accompanying consolidated income statements for the six months periods ended June 30, 2009 and 2008 corresponding to the entities in Mexico, Portugal and the United States is as follows:


	Millions of euros
	Mexico					Portugal		USA
				Other
June-09	Pensions			commitments		Pensions		Pensions

Interest expenses and similar charges		(2	)		4		2		—
Personnel expenses		3			6		2		2
Provision expense (net)		11			—		3		(1	)

Total		12			10		7		1


	Millions of euros
	Mexico						Portugal		USA
				Other
June-08	Pensions			commitments			Pensions		Pensions

Interest expenses and similar charges		1			3			1		(1	)
Personnel expenses		7			7			2		3
Provision expense (net)		(3	)		(5	)		6		(1	)

Total		5			5			9		1

26. MINORITY INTERESTS

The detail, by consolidated company, of the balance of the heading “Minority Interests” of consolidated equity as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

BBVA Colombia Group		27		26
BBVA Chile		251		194
BBVA Banco Continental Group		314		278
BBVA Banco Provincial Group		477		413
BBVA Banco Francés Group		97		88
Other companies		53		50

Total		1,219		1,049

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Following is the amount of the share of profit for the six months periods ended June 30, 2009 and June 30, 2008 of the minority group. These amounts are recognized in the heading “Minority interests” of the consolidated income statements:


	Millions of euros
	June-09		June-08

BBVA Colombia Group		3		3
BBVA Chile		34		22
BBVA Banco Continental Group		69		48
BBVA Banco Provincial Group		110		66
BBVA Banco Francés Group		22		24
Other companies		5		6

Total		243		169

27. CAPITAL STOCK

As of June 30, 2009, the capital of Banco Bilbao Vizcaya Argentaria, S.A. amounted to €1,836,504,869.29, and consisted of 3,747,969,121 fully subscribed and paid registered shares of €0.49 par value each, all of the same class and series, all fully subscribed and paid in and represented by book entries.

All the shares of BBVA carry the same voting and dividend rights and no single shareholder enjoys special voting rights. There are no shares that are not representative of an interest in the Bank’s capital.

As of June 30, 2009, the shares of BBVA are quoted on the computerized trading system of the Spanish stock exchanges and on the Frankfurt, London, Zurich and Mexico stock market.

American Depositary Shares (ADSs) quoted in New York are also traded on the Lima (Peru) Stock Exchange, by virtue of an exchange agreement entered into between these two markets.

Also, as of June 30, 2009, the shares of BBVA Banco Continental, S.A., Banco Provincial S.A., BBVA Colombia, S.A., BBVA Chile, S.A., BBVA Banco Frances, S.A. and AFP Provida were quoted on their respective local stock markets, being the last two quoted as well on the New York Stock Exchange. As well, BBVA Banco Frances, S.A. is listed on the Latin-American market of the Madrid Stock Exchange.

As of June 30, 2009, BBVA was not aware of any shareholder holding a significant interest in its equity other than Mr. Manuel Jove Capellán who, at that date, owned 4.41% of BBVA through the following vehicles: Inveravante Inversiones Universales, S.L., Bourdet Inversiones, SICAV, S.A. and Doniños de Inversiones, SICAV, S.A. The reduction in Mr. Manuel Jové’s shareholding with respect to the 5.01% interest he held at year-end 2007 is the result of a securities loan (specifically the loan of 25,000,000 shares) undertaken in accordance with additional provision 18 of Law 62/2003, of December 30. The settlement of the loan in the future will ultimately restore Mr. Jové’s ownership stake to 5.01%.

Meanwhile, State Street Bank and Trust Co., Chase Nominees Ltd, The Bank of New York International Nominees and Clearstream AG, in their capacity as international custodian/depositary banks, held 4.95%, 6.85%, 3.35% and 3.21% of the share capital of BBVA, respectively, as of June 30, 2009.

BBVA is not aware of any direct or indirect interests through which ownership or control of the Bank may be exercised.

BBVA has not been notified of the existence of any side agreements that regulate the exercise of voting rights at the Bank’s General Meetings, or which restrict or place conditions upon the free transferability of BBVA shares. Neither is the Bank aware of any agreement that might result in changes in the control of the issuer.

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28. SHARE PREMIUM

As of June 30, 2009 and December 31, 2008, the balance of this heading in the consolidated balance sheet amounts to €12,453 million €12,770 million, respectively.

The change in this balance reflects the charge of €317 million corresponding to the remuneration paid to shareholders on April 20, 2009 as a supplement the 2008 cash dividend, as ratified at the General Shareholders’ Meeting on March 13, 2009.

This supplemental remuneration entailed the distribution of 60,451,115 own shares (Note 30) in the amount of one (1) share for every sixty-two (62) held by every shareholder at the close of trading on April 9, 2009. The shares were valued at €5.25 each (namely, the weighted average price of Banco Bilbao Vizcaya Argentaria, S.A. shares quoted on Spain’s continuous electronic market on March 12, 2009, the working day immediately preceeding the aforemented General Shareholders’ Meeting).

The revised Spanish Corporations Law expressly permits the use of the share premium balance to increase capital and establishes no specific restrictions as to its use.

29. RESERVES

The breakdown of the balance of this heading in the accompanying consolidated balance sheets as of June 30, 2009 and December 2008 is as follows:


	Millions of euros
	June-09		December-08

Legal reserve		367		367
Restricted reserve for retired capital		88		88
Restricted reserve for Parent Company shares		535		604
Restricted reserve for redenomination of capital in euros		2		2
Revaluation Royal Decree-Law 7/1996		78		82
Voluntary reserves		2,776		1,927
Consolidation reserves attributed to the Bank and dependents consolidated companies		8,463		6,340

Total		12,309		9,410

29.1. LEGAL RESERVE

Under the revised Corporations Law, 10% of profit for each year must be transferred to the legal reserve until the balance of this reserve reaches 20% of capital. This limit had already been reached by Banco Bilbao Vizcaya Argentaria, S.A. as of June 30, 2009. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased capital amount.

Except as mentioned above, until the legal reserve exceeds 20% of capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

29.2. RESTRICTED RESERVES

Pursuant to the Consolidated Spanish Companies Law, the respective restricted reserves were recorded in relation to the reduction of the par value of each share in April 2000, the treasury shares held by the bank at each period-end, and the customer loans outstanding at those dates that were granted for the purchase of, or are secured by Bank shares.

Pursuant to Law 46/1998 on the introduction of the euro, the respective restricted reserves were recorded in relation to the redenomination of capital in euros.

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29.3. REVALUATION ROYAL DECREE-LAW 7/1996 (ASSET REVALUATIONS AND REGULARISATIONS)

Prior to the merger, Banco de Bilbao, S.A. and Banco de Vizcaya, S.A. availed themselves of the asset revaluations and regularisations provisions of the applicable enabling legislation. In addition, on December 31, 1996, the Banco Bilbao Vizcaya revalued its tangible assets pursuant to Royal Decree-Law 7/1996 by applying the maximum coefficients authorized, up to the limit of the market value arising from the existing measurements. The resulting increases in the cost and accumulated depreciation of tangible assets and, where appropriate, in the cost of equity securities, were allocated as follows:


	Millions of euros
	June-09

Legal revaluations and regularisations of tangible assets:
Cost		187
Less:
Single revaluation tax (3%)		(6	)
Balance as of December 31, 1999		181
Adjustment as a result of review by the tax authorities in 2000		(5	)
Transfer to voluntary reserves		(98	)

Total		78

Following the review of the balance of the account Revaluation Reserve Royal Decree-Law 7/1996 of June 7, by the tax authorities in 2000, this balance can only be used, free of tax, to offset recorded losses and to increase capital until January 1, 2007. From that date, the remaining balance of this account can also be taken to unrestricted reserves, provided that the surplus has been depreciated or the revalue assets have been transferred or derecognised.

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29.4 RESERVES AND LOSSES AT CONSOLIDATED COMPANIES

The breakdown, by company or corporate group, of the balances of these headings in the accompanying consolidated balance sheets, as of June 30, 2009 and December 31, 2008, is as follows:


	Millions of euros
	June-09			December-08

Fully and proportionately consolidated companies
BBVA Bancomer Group		5,454			3,489
Chile Group		418			248
BBVA Banco Provincial Group		414			198
BBVA Continental Group		131			95
BBVA Puerto Rico Group		72			44
BBVA USA Bancshares Group		99			(84	)
BBVA Portugal Group		(197	)		(220	)
BBVA Colombia Group		(206	)		(264	)
BBVA Banco Francés Group		(129	)		(305	)
BBVA Luxinvest, S.A.		1,232			1,232
Corporacion General Financiera, S.A.		1,215			979
BBVA Seguros, S.A.		1,052			862
Anida Grupo Inmobiliario, S.L.		402			380
Cidessa Uno, S.L.		746			298
BBVA Suiza, S.A.		233			222
Bilbao Vizcaya Holding, S.A.		166			150
Finanzia, Banco de Crédito, S.A.		147			144
Compañía de Cartera e Inversiones, S.A.		123			121
Banco Industrial de Bilbao, S.A.		96			114
BBVA Panama, S.A.		135			108
Banco de Crédito Local, S.A.		—			(243	)
BBVA International Investment Corporation		(418	)		(418	)
Other		(33	)		135

Subtotal		11,152			7,285

For using the equity method:		443			609

Corp. IBV Participaciones Empresariales, S.A.		249			437
Citic Intern.Final.Holding		164			151
Tubos Reunidos, S.A.		51			53
Other		(21	)		(32	)

Total		11,595			7,894

For the purpose of allocating the reserves and accumulated losses at consolidated companies shown in the foregoing table, the transfers of reserves arising from the dividends paid and the writedowns or transactions between these companies are taken into account in the period in which they took place.

As of June 30, 2009 and December 31, 2008, the individual financial statements of the subsidiaries giving rise to the balances itemized in “Reserves and losses at consolidated companies — Fully and proportionately consolidated companies” in the table above included €1,950 million and €2,217 million, respectively, of restricted reserves, all of which are restricted for companies’ shares.

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30. TREASURY SHARES

For the six months periods ended June 30, 2009 and 2008 the Group companies performed the following transactions involving Bank shares:


	June-09						June-08
	Number of			Millions of			Number of			Millions of
	shares			euros			shares			euros

Balance at beginning of period		61,539,883			720			15,836,692			389
+ Purchases		377,532,513			2,774			535,893,548			7,813
- Sales and others		(433,220,188	)		(3,337	)		(512,159,773	)		(7,527	)
+/- Derivatives over BBVA shares		—			(134	)		—			(3	)

Balance at end of period		5,852,208			23			39,570,467			672

Of which:
Held by the BBVA S.A.		2,315,059			(8	)		1,312,163			139
Held by Corporación General Financiera		3,524,033			31			38,252,870			532
Held by other entities of the Group		13,116			—			5,434			1
Average purchase price		7.35						14.58
Average selling price		6.86						14.34
Net gain or losses on transactions (Stockholders’funds-Reserves)		(305	)					(128	)

The “Sales and others” heading in the table above for the six-month period ended June 30, 2009 includes the share-based payment to shareholders to supplement the 2008 cash dividend (Note 28).

The percentages of treasury shares held by the Group during the six months period ended June 30, 2009 and the year 2008 were as follows:


	June-09						December-08
	Min			Max			Min			Max

% treasury shares		0.074	%		2.695	%		0.318	%		3.935	%

The number of shares of Banco Bilbao Vizcaya Argentaria S.A., with nominal value per share 0.49, accepted in pledge as of June 30, 2009 and December 31, 2008 was as follow:


	Millions of euros
	June-09			December-08

Number of shares in pledge		106,204,680			98,228,254
Nominal value		0.49			0.49
% of share capital		2.83	%		2.62	%

The number of BBVA shares own by third parties but manage by entities of the Group as of June 30, 2009 and December 31, 2008 was as follow:


	Millions of euros
	June-09			December-08

Number of shares property of third parties		93,339,768			104,534,298
Nominal value		0.49			0.49
% of share capital		2.49	%		2.80	%

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31. CAPITAL RATIO

As of June 30, 2009 and December 31, 2008, the capital of the Group exceeded the minimum level required by the rules in force in every date (Note 1.6), as shown below:


	Millions of euros
	*June-09 ()**			December-08

Basic equity		22,915			22,107
Capital		1,837			1,837
Parent company reserves		19,926			21,394
Consolidated companies reserves		2,933			(626	)
Minority interests		1,151			928
Other equity instruments		5,433			5,391
Deductions (Goodwill and others)		(9,963	)		(9,998	)
Attributed net income (less dividends)		1,598			3,181
Additional equity		11,897			12,543
Other deductions		(1,426	)		(957	)
Additional Capital due to mixed Group ()**		1,191			1,129
Total Stockholders’ equity		34,577			34,822
Minimum equity required		23,667			24,124


(*)		Provisionals data

(**)		Mainly Insurance entities of the Group.

32. TAX MATTERS

A) Consolidated tax group

Pursuant to current legislation, the Consolidated Tax Group includes Banco Bilbao Vizcaya Argentaria, S.A., as the Parent company, and, as subsidiaries, the Spanish subsidiaries that meet the requirements provided for in Spanish legislation regulating the taxation of the consolidated income of corporate groups.

The Group’s other banks and subsidiaries file individual tax returns in accordance with the tax legislation in force in each country.

B) Years open for review by the tax authorities

As of June 30, 2009, the Consolidated Tax Group had 2004 and subsequent years open for review by the tax authorities for the main taxes applicable to it.

In general, the other Spanish consolidated companies, except for those at which the statute-of-limitations year has been interrupted by the commencement of a tax audit, have the last four years open for review by the tax authorities for the main taxes applicable to them.

Until June 30, 2009 and as a result of the tax audit conducted by the tax authorities, tax assessments were issued against several Group companies for the years up to and including 2003, some of which were signed on a contested basis. After considering the temporary nature of certain of the items assessed, the amounts, if any, that might arise from these assessments were provisioned.

Also, in 2009, notification was received of the commencement of tax audits for 2004 to 2006 for the main taxes to which the Tax Group is subject. These tax audits had not been completed as of June 30, 2009.

In view of the varying interpretations that can be made of the applicable tax legislation, the outcome of the tax audits 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 there from would not materially affect the accompanying Group’s interim consolidated financial statements.

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C) Reconciliation

The reconciliation of the corporation tax expense resulting from the application of the standard tax rate to the corporation tax expense recognized in the accompanying consolidated income statement was as follows:


	Millions of euros
	June-09			June-08

Corporation tax		1,201			1,347
Decreases due to permanent differences:
Tax credits and tax relief at consolidated Companies		(139	)		(255	)
Other items net		(155	)		1
Net increases (decreases) due to temporary differences		(373	)		119
Charge for income tax and other taxes		534			1,212
Deferred tax assets and liabilities recorded (utilised)		373			(119	)
Income tax and other taxes accrued in the period		907			1,093
Adjustments to prior years’ income tax and other taxes		54			120

Income tax and other taxes		961			1,213

The effective tax rate was as follows:


	Millions of euros
	June-09			June-08

Consolidated Tax Group		2,023			2,030
Other Spanish entities		(51	)		68
Foreign entities		2,031			2,392

		4,003			4,490

Income tax		961			1,213

Effective tax rate		24.00	%		27.02	%

D) Taxes recognized in equity

In addition to the income tax recognized in the consolidated income statement for the six months ended June 30, 2009 and 2008, the Group recognized the following amounts in equity, broken out into their component headings below:


	Millions of euros
	June-09			June-08

Tax charges recognized in equity		244			187
Tax credits recognized in equity		(65	)		(2	)

Total		179			185

E) Deferred taxes

The balance under “Tax assets” in the accompanying consolidated balance sheets includes balances receivable from the tax authorities that have been recognized as deferred tax assets. Meanwhile “Tax liabilities” in the accompanying consolidated balance sheets includes the various deferred tax liabilities recognized by the Group.

As of June 30, 2009, the deferred tax assets recognized by the Group companies correspond primarily to provisions taken to cover pension and similar employee commitments (in the amount of €28 million at June 30, 2009 at BBVA Bancomer, S.A. de C.V. and €1,438 million at BBVA) as well as non-performing loan provisions (€347 million at BBVA Bancomer, S.A. de C.V. and €896 million at BBVA).

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33. FINANCIAL GUARANTEES AND DRAWABLE BY THIRD PARTIES

The breakdown of the balances of these subheadings as of June 30, 2009 and December 31, 2008 was as follows:


	Millions of euros
	June-09		December-08

Contingent exposures -
Collateral, bank guarantees and indemnities		27,014		27,649
Rediscounts, endorsements and acceptances		42		81
Other		7,365		8,222

		34,421		35,952

Contingent commitments -
Drawable by third parties:		85,140		92,663
Credit institutions		2,254		2,021
General government sector		3,417		4,221
Other resident sectors		33,091		37,529
Non-resident sector		46,378		48,892
Other commitments		7,583		6,234

Total		92,723		98,897

Since a significant portion of these amounts will reach maturity without any payment obligation materializing for the consolidated companies, the aggregate balance of these commitments cannot be considered as an actual future requirement for financing or liquidity to be provided by the Group to third parties.

Income from the guarantee instruments is recorded under the heading “Fee and Commission Income” in the consolidated income statement and is calculated by applying the rate established in the related contract to the nominal amount of the guarantee (see Note 41).

During the six months ended June 30, 2009 and in the year 2008 no issuances of debt securities carried out by associate entities, jointly controlled entities (accounted for using the equity method) and non Group entities have been guaranteed.

34. ASSETS ASSIGNED TO OTHER OWN AND THIRD-PARTY OBLIGATIONS

As of June 30, 2009 and December 31, 2008, the face amount of the assets owned by the consolidated entities pledged as security for own transactions, amounted to €84,702 million and €76,259 million, respectively, and related basically to the pledge of certain assets as security for financing liabilities with the Bank of Spain (Note 22.4) which pursuant to the Mortgage Market Law are admitted as security for obligation to third parties.

As of June 30, 2009 and December 31, 2008, there were no additional assets assigned to own or third-party obligations to those described in the different headings of these interim consolidated financial statements.

35. OTHER CONTINGENT ASSETS

As of June 30, 2009 and December 31, 2008, there were no significant contingent assets.

36. PURCHASE AND SALE COMMITMENTS

The financial instruments sold with a commitment to subsequently repurchase them are not derecognized from the consolidated balance sheets and the amount received from the sale is considered financing from third parties.

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The financial instruments acquired with a commitment to subsequently resell them are not recognized in the consolidated balance sheets and the amount paid for the sale is considered credit given to third parties.

The breakdown of sale and purchase commitments of the Group BBVA as of June 30, 2009 and December 31, 2008, was as follow:


	Millions of euros
	June-09		December-08

Financial instruments sales with repurchase commitments		28,503		32,569
Financial instruments purchase with resale commitments		5,933		11,259

Following is a breakdown of the maturity of other future payment obligations from June 30, 2009:


	Millions of euros
	Up to 1 year		1 to 3 year		3 to 5 year		Over 5 year		Total

Financial leases		—		—		—		—		—
Operational leases		340		84		125		222		771
Purchase commitments		86		21		—		—		107
Technology and systems projetcs		33		18		—		—		51
Other projects		53		3		—		—		56

Total		426		105		125		222		878

37. TRANSACTIONS FOR THE ACCOUNT OF THIRD PARTIES

As of June 30, 2009 and December 31, 2008, the detail of the most significant items composing this heading was as follows:


	Millions of euros
	June-09		December-08

Financial instruments entrusted by third parties		502,524		510,019
Conditional bills and other securities received for collection		4,292		5,208
Securities received in credit		114		71

As of June 30, 2009 and December 31, 2008, the off balance sheet customer funds was as follows:


	Millions of euros
	June-09		December-08

The off balanced sheet customer funds		124,892		114,840
- Commercialised by the Group
- Investment companies and mutual funds		38,453		37,076
- Pension funds		51,291		42,701
- Saving insurance contracts		9,416		10,398
- Customer portfolios managed on a discretionary basis		25,636		24,582
Of which:
Portfolios managed on a discretionary		10,922		12,176
- Commercialised by the Group managed by third parties outside the Group
- Investment companies and mutual funds		71		59
- Pension funds		25		24
- Saving insurance contracts		—		—

F-102

38. INTEREST INCOME AND EXPENSE AND SIMILAR ITEMS

38.1. INTEREST AND SIMILAR INCOME

The breakdown of the most significant interest and similar income earned by the Group during the six months periods ended June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09		June-08

Central banks		150		225
Loans and advances to credit institutions		422		639
Loans and advances to customers		9,873		11,249
General government		262		365
Resident sector		4,549		5,416
Non resident sector		5,062		5,468
Debt securities		1,729		1,908
Trading		859		1,113
Investment		870		795
Rectification of income as a result of hedging transactions		106		111
Insuranes activity income		471		474
Other income		160		176

Total		12,911		14,782

The amounts recognized in consolidated equity during the period in connection with fair value hedges and the amounts derecognized from consolidated equity and taken to the consolidated income statement during the period are disclosed in the accompanying consolidated statements of recognized income and expense.

The breakdown of the balance of this heading in the accompanying consolidated income statements by geographic area as of June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09		June-08

Domestic		6,310		7,685
Foreign		6,601		7,097
European Union		674		932
OECD		3,771		4,178
Rest of countries		2,156		1,987

Total		12,911		14,782

Of which:
BBVA, S.A.
Domestic		5,975		7,022
Foreign		535		743
European Union		352		459
OECD		40		88
Rest of countries		143		196

Total		6,510		7,765

F-103

38.2. INTEREST EXPENSE AND SIMILAR CHARGES

The breakdown of the balance of this heading in the accompanying consolidated income statements was as follows:


	Millions of euros
	June-09			June-08

Bank of Spain and other central banks		113			235
Deposits from credit institutions		922			1,535
Desposits from customers		2,618			4,442
Debt certificates		1,484			1,818
Subordinated liabilities		782			525
Rectification of expenses as a result of hedging transactions		(373	)		95
Cost attributable to pension funds		140			130
Insurance		339			363
Other charges		28			84

Total		6,053			9,227

38.3. AVERAGES RETURN ON INVESTMENTS AND AVERAGE BORROWING COST

The detail of the average return on investments during the six months periods ended June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09						June-08
	Average				Interest		Average				Interest
ASSETS	Balances		Income		Rates (%)		Balances		Income		Rates (%)

Cash and balances with central banks		17,760		150		1.71		13,130		225		3.45
Securities portfolio and derivatives		134,238		2,171		3.26		114,803		2,426		4.25
Loans and advances to credit institutions		27,569		440		3.22		28,966		690		4.79
Euros		16,466		264		3.23		20,446		468		4.61
Foreign currency		11,103		176		3.19		8,520		222		5.24
Loans and adavances to customers		333,584		10,081		6.09		312,286		11,312		7.28
Euros		224,373		5,324		4.78		216,856		6,323		5.86
Foreign currency		109,211		4,757		8.78		95,430		4,989		10.51
Other finance income		—		69		—		—		129		—
Other assets		32,199		—		—		30,273		—		—

ASSETS/FINANCE INCOME		545,350		12,911		4.77		499,458		14,782		5.95

F-104

The average borrowing cost during the six months periods ended June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09						June-08
	Average				Interest		Average				Interest
LIABILITIES	Balances		Expenses		Rates (%)		Balances		Expenses		Rates (%)

Deposits from central banks and credit institutions		72,081		1,316		3.68		73,905		1,883		5.12
Euros		30,854		572		3.74		31,528		799		5.10
Foreign currency		41,227		744		3.64		42,377		1,084		5.14
Customer deposits		248,261		2,546		2.07		227,863		3,779		3.34
Euros		116,854		899		1.55		114,453		1,699		2.99
Foreign currency		131,407		1,647		2.53		113,410		2,080		3.69
Marketable securities and subordinated liabilities		123,203		1,920		3.14		118,548		3,176		5.39
Euros		94,067		1,482		3.18		99,078		2,716		5.51
Foreign currency		29,136		438		3.02		19,470		460		4.75
Other finance expense		—		271		—		—		389		—
Other liabilities		73,369		—		—		51,911		—		—
Equity		28,436		—		—		27,230		—		—

LIABILITIES+EQUITY FINANCE EXPENSE		545,350		6,053		2.24		499,458		9,227		3.72

The changes in “Interest and similar income” and “Interest expense and similar charges” in the accompanying consolidated income statements for the six months ended June 30, 2009 and 2008 were due to price changes (price effect) and changes in business volumes (volume effect), as detailed below:


	Millions of euros
	Volume Price-Effect 2009/2008
	Volume			Price			Total
	Effect (1)			Effect (2)			Effect

Cash and balances with central banks		78			(153	)		(75	)
Securities portfolio and derivatives		395			(650	)		(255	)
Loans and advances to credit institutions		(37	)		(214	)		(251	)
Euros		(93	)		(111	)		(204	)
Foreign currency		66			(112	)		(46	)
Loans and advances to customers		705			(1,937	)		(1,232	)
Euros		183			(1,183	)		(1,000	)
Foreign currency		689			(921	)		(232	)
Other financial income		—			(59	)		(59	)

FINANCE INCOME + INCOME FROM EQUITY INSTRUMENTS		1,270			(3,141	)		(1,871	)

Deposits from central banks and credit institutions		(57	)		(510	)		(567	)
Euros		(21	)		(205	)		(227	)
Foreign currency		(35	)		(305	)		(340	)
Customer deposits		316			(1,550	)		(1,234	)
Euros		26			(826	)		(800	)
Foreign currency		317			(751	)		(434	)
Marketable securities and subordinated liabilities		107			(1,363	)		(1,256	)
Euros		(152	)		(1,083	)		(1,234	)
Foreign currency		225			(248	)		(23	)
Other finance expense		—			(118	)		(118	)

FINANCE EXPENSE		792			(3,967	)		(3,175	)

NET INTEREST INCOME								1,303


(1)		The volume effect is calculated by multiplying the interest rate for the first period by the difference between the average balances for the two periods.

(2)		The price effect is calculated by multiplying the average balance for the second period by the difference between the interest rates for the two periods.

F-105

39. DIVIDEND INCOME

The amount recorded under this heading in the accompanying consolidated income statements relates in full to dividends from other shares and equity instruments other than dividends from investments in entities accounted for using the equity method (Note 40). The breakdown was as follows:


	Millions of euros
	June-09		June-08

Dividends from other shares and other equity instrument
Financial assets held for trading		62		66
Available-for-sale financial assets		186		175

Total		248		241

40. SHARE OF PROFIT OR LOSS OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

The profit contributed by the entities accounted for using the equity method during the six months periods ended June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09			June-08

Corporación IBV Participaciones Empresariales, S.A.		16			145
Servired Española de Medios de Pago, S.A.		(4	)		—
Tubos Reunidos, S.A.		4			11
CITIC International Financial Holding Limited CIFH		2			22
BBVA Elcano Empresarial, S.C.R.,S.A.		5			(5	)
BBVA Elcano Empresarial II, S.C.R.,S.A.		5			(5	)
Rest		(1	)		5

Total		27			173

41. FEE AND COMMISSION INCOME

The breakdown of the balance of this heading in the accompanying consolidated statements of income was as follows:


	Millions of euros
	June-09		June-08

Commitment fees		44		28
Contingent liabilities		130		118
Documentary credits		21		21
Bank and other guarantees		109		97
Arising from exchange of foreign currencies and banknotes		6		11
Collection and payment services		1,268		1,313
Securities services		836		983
Counselling on and management of one-off transactions		2		6
Financial and similar counselling services		11		11
Factoring transactions		6		14
Non-banking financial products sales		46		52
Other fees and commissions		289		242

Total		2,638		2,778

F-106

42. FEE AND COMMISSION EXPENSES

The breakdown of the balance of this heading in the accompanying consolidated income statements was as follows:


	Millions of euros
	June-09		June-08

Brokerage fees on lending and deposit transactions		3		5
Fees and commissions assigned to third parties		335		302
Other fees and commssions		119		187

Total		457		494

43. NET GAINS (LOSSES) ON FINANCIAL ASSETS AND LIABILITIES

The detail of the balance of this heading in the accompanying consolidated income statements, broken down by its component sub-headings, was as follows:


	Millions of euros
	June-09		June-08

Financial assets held for trading		136		280
Other financial assets designated at fair value through profit or loss		29		17
Other financial instruments not at fair value through profit or loss		281		721
Available-for-sale financial assets		245		667
Loans and receivables		11		7
Other		25		47

Total		446		1,018

The breakdown of the balance of this heading in the consolidated income statements, by the nature of financial instruments as of June 30, 2009 and 2008, was as follows:


	Millions of euros
	June-09			June-08

Debt instruments		356			(150	)
Equity instruments		420			(266	)
Loans and advances to customers		24			30
Derivatives		(409	)		1,326
Deposits from customers		—			12
Other		55			66

Total		446			1,018

During the six months ended June 30, 2009 related to the most significant fair value hedges, were recorded in the consolidated income statement €171 million of gains for the hedging instruments and €174 million of losses for hedge instruments attributable to hedge risk.

As of June 30, 2009 and June 30, 2008 the amounts recognised in profit or loss by the ineffective portion of cash flow hedges and hedges of a net investment in a foreign operation are not significants.

F-107

44. OTHER OPERATING INCOME AND EXPENSES

The detail of the heading “Other operating income” of the accompanying consolidated income statements as of June 30, 2009 and 2008 was as follows:


	Millions of euros
	June-09		June-08

Income on insurance and reinsurance contracts		1,313		1,518
Financial income from non-financial services		229		228
Of which:
Real estate agencies		5		12
Rest of operating income		213		185

Total		1,755		1,931

The detail of the heading “Other operating expenses” of the accompanying consolidated income statements was as follows:


	Millions of euros
	June-09		June-08

Expenses on insurance and reinsurance contracts		936		1,226
Change in inventories		191		195
Rest of operating expenses		360		297
Of which:
Fondo de garantía de depósitos		169		118

Total		1,487		1,718

45. ADMINISTRATION COSTS

45.1 PERSONNEL EXPENSES

The detail of the balance of this heading in the accompanying consolidated income statements was as follows:


			Millions of euros
	Note		June-09		June-08

Wages and salaries				1,754		1,796
Social security costs				276		288
Transfers to internal pension provisions		25		22		31
Contributions to external pension funds		25		34		33
Other personnel expenses				205		195

Total				2,291		2,343

As of June 30, 2009, certain Group companies implemented corporate programs for the acquisition of shares with discount of Banco Bilbao Vizcaya Argentaria S.A. The cost of these programs is recognised under the subheading “Other personnel expenses”.

The detail, by professional category and by geographical area, of the average number of employees during six months periods ended June 30, 2009 and June 30, 2008, was as follows:

F-108


	Average number of
	employees
	June-09		June-08

Spanish banks
Executives		1,034		1,074
Other line personnel		20,767		21,517
Clerical staff		5,447		6,450
Abroad branches		670		751

		27,918		29,792

Companies abroad
Mexico		26,857		27,222
Venezuela		6,053		6,025
Argentina		4,205		4,201
Colombia		4,263		4,395
Peru		4,200		3,635
United States		10,571		12,161
Other		4,868		4,872

		61,017		62,511

Pension fund managers		5,899		8,577
Other non-banking companies		10,437		11,293

Total		105,271		112,173

The detail, by professional category and by gender, of the average number of employees during six months periods ended June 30, 2009 and 2008, was as follows:

June-09

June-08

Average number

Men

Women

Men

Women

Executives

1,624

322

1,619

313

Other line personnel

28,211

24,271

26,342

17,561

Clerical staff

21,856

28,987

31,178

35,160

Total

51,691

53,580

59,139

53,034

Of which:

BBVA, S.A.

16,072

11,282

17,172

11,909

At June 30, 2009 The Group’s headcount totalled 103,655, which 50,791 were male and 52,864 female.

Equity-instrument-based employee remuneration —

Settlement of the 2006-2008 share-based remuneration plan

The parent company’s shareholders approved the settlement of the 2006-2008 share-based remuneration plan at the General Shareholders’ Meeting held on March 13, 2009.

As the Group ended ranked third among the 13 banks in its benchmark group, the total shareholder return (TSR) applied to the settlement of the plan entailed the application of a multiplier of 1.42, which applied to the theoretical number of shares granted to each beneficiary resulted in a total Group-wide grant of 13,677,226 shares. The final price of the shares delivered in consideration was set at €6.25 per share.

Multi-Year Share-based BBVA Management Remuneration Plan, 2009-2010

At the General Shareholders’ Meeting held on March 13, 2009, the Bank’s shareholders approved a long-term share-based remuneration plan for the members of the Group’s management team (“the Plan”). The Plan came into effect on April 15, 2009 and will run to December 31, 2010. The idea is to settle it on April 15, 2011.

F-109

Under this Plan the Bank promises to deliver ordinary shares of BBVA to the members of the Group’s management team (including executive directors and management committee members of BBVA).

At the beginning of the Plan, a number of “units” will be allocated to the beneficiaries. The specific number of BBVA shares to be delivered to each beneficiary on expiry of the Plan will be calculated by multiplying the number of “units” allocated by a coefficient ranging from 0 to 2. The value of the coefficient established by comparing the performance of the Total Shareholder Return (TSR) — share appreciation plus dividends — of the Bank over the term of the Plan with the performance of the same indicator for 18 leading European and U.S. banks.

The amount of the obligation that will be registered in the consolidated financial statements will be determined by multiplying the number of “units” by the estimated average price at the moment of the liquidation of the Plan.

As of June 30, 2009, the estimated number of “units” for the Group as a whole, including executive directors and BBVA’s Management Committee members (Note 54), was 6,939,407.

Plan costs will be accrued throughout the life of the scheme. For the year period between April 15, 2009 and June 30, 2009 the expense amounted to €3 million and was recognized under the heading “Personnel Expenses — Other personnel expenses” in the accompanying consolidated income statement with charge to “Equity-Other equity instrument-Rest” in the consolidated balance sheet as of June 30, 2009, net of tax effect.

Compass long term incentive plan -

The board of directors of Compass Bancshares (“Compass”) approved a long term restricted share plan to provide incentives to certain officers and key employees of Compass Bancshares and its subsidiaries. This plan enters into effect in 2008 and duration of three years.

The plan represents an obligation to deliver an equivalent number of BBVA American Depository Shares that are not permitted to be sold, transferred, pledged or assigned during a designated restriction period, and/or the assignation of restricted share units, representing each of these units the obligation of Compass to deliver an equivalent number of ADS once the restriction period has ended assuming the compliance with certain requirements.

The initial maximum number of BBVA American Depository Shares available for distribution under this Plan is 1,320,911 (1 ADS is equivalent to one BBVA ordinary share) representing a 0.035% of the share capital of the bank.

As of June 30, 2009 only “restricted share units” have been assigned. As of June 30, 2009 931,267 restricted share units have been assigned to 320 employees and have restriction periods that will lapse during 2009, 2010, and 2011, representing 0.025% of the banks share capital.

The amount of expense associated with the above-described awards that has been accrued and recognized under the heading “Personnel expenses — Other personnel expenses” of the consolidated income statement for the six months ended June 30, 2009 amounted to $4.2 million (€3.1 million), been recognized net of the correspondent tax effect in the heading “Stockholder’s equity — Other equity instruments” of the consolidated balance sheet as of June 30, 2009.

F-110

45.2 GENERAL AND ADMINISTRATIVE EXPENSES

The breakdown of the balance of this heading in the consolidated income statements was as follows:


	Millions of euros
	June-09		June-08

Technology and systems		279		290
Communications		128		125
Advertising		127		135
Property, fixtures and materials		309		294
Of which:
Rents expenses (*)		141		130
Taxes other than income tax		129		169
Other expenses		471		460

Total		1,443		1,473


(*)		The consolidated companies do not expect to terminate the lease contracts early.

46. PROVISIONS (NET)

The net allowances charged to the income statement in connection with the headings “Pension Commitments and similar obligations”, “Provisions to risks and contingent commitments”, “Tax provisions” and “Other provisions” during the six months periods ended June 30, 2009 and 2008 were as follow:


	Millions of euros
	June-09			June-08

Provisions to Pension Commitments and similar obligations		146			512
Provisions to risks and contingent commitments		(67	)		(47	)
Provisions to tax and other provisions		73			147

Total		152			612

47. IMPAIRMENT ON FINANCIAL ASSETS (NET)

The detail of impairment on financial assets by nature of these assets as of June 30, 2009 and 2008 was as follow:


			Millions of euros
	Note		June-09			June-08

Available-for-sale financial assets		12		77			22
Debt securities				74			21
Other equity instruments				3			1
Loans and receivables		14		(1	)		1
Held-to-maturity investments				1,869			1,141
Of which:
Recovery of written-off assets		7		(80	)		(94	)

Total				1,945			1,164

F-111

48. IMPAIRMENT ON OTHER ASSETS (NET)

The detail of impairment on non-financial assets by nature of these assets as of June 30, 2009 and 2008 was as follow:


		Millions of euros
	Note	June-09			June-08

Tangible assets			(100	)		—
Inventories			(145	)		—
Rest			(26	)		(6	)

Total			(271	)		(6	)

49. GAINS (LOSSES) IN WRITTEN OFF ASSETS NOT CLASSIFIED AS NON-CURRENT ASSETS HELD FOR SALE

The breakdown of the balances of these headings in the accompanying consolidated income statements was as follows:


	Millions of euros
	June-09			June-08

Gains:
Disposal of tangible assets		3			9
Disposal of intangible assets and other		14			19
Losses:
Disposal of tangible assets		(1	)		—
Disposal of intangible assets and other		(7	)		(7	)

Total		9			21

50. GAINS AND LOSSES IN NON-CURRENT ASSETS HELD FOR SALE NOT CLASSIFIED AS DISCONTINUED OPERATIONS

The detail of the heading “Gains and losses in non-current assets held for sale not classified as discontinued operations” of the accompanying consolidated income statement was as follow:


			Millions of euros
	Note		June-09			June-08

Gains for real estate				110			67
Impairment of non-current assets held for sale				(40	)		(15	)
Gains for sale of avilable-for-sale assets		2.2.1.a		—			727
Of which:
Bradesco				—			727

Total				70			779

51. CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from operating activities have increased for the six months ended June 30, 2009 to €8,530 million, compared to decrease of €8,765 million for the six months ended June 30, 2008. The most significant changes occurred in “Loans and receivables” and “Available-for-sale financial assets”.

F-112

Cash flows from investing activities have increased for the six months ended June 30, 2009 to €75 million, compared to €1,144 million for the six months ended June 30, 2008. The most significant changes occurred in “Other collections related to investing activities”.

Cash flows from financing activities have decreased for the six months ended June 30, 2009 to €177 million as of June 30, 2009, compared to decrease of €1,667 million for the six months ended June 30, 2008. The most significant movements are shown in the line “Acquisition and disposal of own equity instruments”.

The table below breaks down the main cash flows from and used in investing activities as of June 30, 2009 and 2008:


	June-09
	Cash flow of investment activities
	Investments (-)			Desinvestments (+)

Tangible assets		(16	)		—
Intangible assets		—			27
Investments		(4	)		14
Subsidiaries and other business units		(7	)		27
Non-current assets and liabilities associated held for sale		(150	)		—
Held-to-maturity investments		—			184
Other settlements related with investment activities		—			—


	June-08
	Cash flow of investment activities
	Investments (-)			Desinvestments (+)

Tangible assets		—			116
Intangible assets		—			101
Investments		(40	)		65
Subsidiaries and other business units		(12	)		—
Non-current assets and liabilities associated held for sale		(142	)		—
Held-to-maturity investments		—			182
Other settlements related with investment activities		—			874

52. ACCOUNTANTS FEES AND SERVICES

The detail of the fees for the services provided to the Group companies by their respective accountants during the six months ended June 30, 2009 was as follows:


	Millions of euros

Audits of the companies audited by firms belonging to the Deloitte worldwide organisation		7.9
Fees for audits conducted by other firms		0.1
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 organisation		2.6

The detail of the other services provided to the various Group companies as of June 30, 2009 was as follows:


	Millions of euros

Firms belonging to the Deloitte worldwide organisation		0.6
Other firms		2.1

F-113

The services provided by our accountants meet the independence requirements established in Law 44/2002, of 22 November, on Measures Reforming the Financial System and in the Sarbanes-Oxley Act of 2002 adopted by the Securities and Exchange Commission (SEC), and accordingly they did not include the performance of any work that is incompatible with the auditing function.

53. RELATED PARTY TRANSACTIONS

BBVA and other entities of the Group in their condition of financial entities maintain transactions with related parties in the normal course of their business. All these transactions are of no relevance and are performed in market conditions.

53.1 TRANSACTIONS WITH SIGNIFICANT SHAREHOLDERS

As of June 30, 2009 the balance of the transactions maintained with significant shareholder’s (see Note 27) correspond to “Deposits from customers” for an amount of €31 million and “Contingent risks” for an amount of €14 million, all of them under normal market conditions.

As of December 31, 2008 the balance of the transactions maintained with significant shareholder’s (see Note 27) correspond to “Deposits from customers” for an amount of €40 million and “Contingent risks” for an amount of €11 million, all of them under normal market conditions.

53.2 TRANSACTIONS WITH BBVA GROUP

The balances of the main aggregates in the consolidated financial statements arising from the transactions carried out by the Group with associated and jointly controlled companies accounted for using the equity method (Note 2.1), as of June 30, 2009 and December 31, 2009 were as follows:


	Millions of euros
	June-09		December-08

Assets:
Due from credit institutions		21		27
Total net lending		638		507
Liabilities:
Due to credit institutions		1		1
Deposits		102		23
Debt certificates		292		344
Memorandum accounts:
Contingent risks		39		37
Commitments contingents		380		415

The balances of the main aggregates in the accompanying consolidated income statements resulting from transactions with associated and jointly controlled entities that consolidated by the equity method were as follows:


	Millions of euros
	June-09		June-08

Statement of income:
Financial revenues		8		16
Financial expenses		4		9

There are no other material effects on the consolidated financial statements of the Group arising from dealings with these companies, other than the effects arising from using the equity method (Note 2.1), and from the insurance policies to cover pension or similar commitments (Note 24).

F-114

As of June 30, 2009 and December 31, 2008, the notional amount of the futures transactions arranged by the Group with the main related companies amounted to approximately €120 million and €101 million, respectively.

In addition, as part of its normal activity, the Group has entered into agreements and commitments of various types with shareholders of subsidiaries and associates, which have no material effects on the consolidated financial statements.

53.3 TRANSACTIONS WITH KEY ENTITY PERSONNEL

The information on the remuneration of key personnel (members of the Board of Directors of BBVA and of the Management Committee) is included in Note 54.

The amount disposed of the loans granted to members of Board of Directors as of June 30, 2009 and 2008 totalled €35 thousand and €63 thousand, respectively.

The amount disposed of the loans granted as of June 30, 2009 and 2008, to the Management Committee, excluding the executive directors, amounted to €3,575 thousand and €3,123 thousand, respectively. As of June 30, 2009, there were no guarantees provided on behalf of members of the Management Committee. As of June 30, 2008 the guarantees amounted €13 thousand.

As of June 30, 2009 and 2008, the amount disposed of the loans granted to parties related to key personnel (the aforementioned members of the Board of Directors of BBVA and of the Management Committee) totalled €51,172 thousand and €24,399 thousand, respectively. As of June 30, 2009 and 2008, the other exposure to parties related to key personnel (guarantees, finance leases and commercial loans) amounted to €24,123 thousand and €17,237 thousand, respectively.

53.4 TRANSACTIONS WITH OTHER RELATED PARTIES

As of June 30, 2009, the company does not present any transaction with other related parties that does not belong to the normal course of their business, that is not under market conditions and that is relevant for the equity and income of the entity and for the presentation of the financial situation of this.

54. REMUNERATION OF THE MEMBERS OF BOARD OF DIRECTORS AND THE MANAGEMENT COMMITTEE

Remunerations of the members of the Board of Directors and the members of the Management Committee of the Bank are as follow:

F-115

•

Remuneration of non-executive directors

The remuneration paid to the non-executive members of the Board of Directors during the six months ended June 30, 2009 is indicated below. The figures are given individually for each non-executive director:


	Thousands of euros
			Standing						Appointments
	Board		Committee		Audit		Risk		and Compensation		Total

Tomás Alfaro Drake		64		—		36		—		—		100
Juan Carlos Álvarez Mezquíriz		64		83		—		—		22		169
Rafael Bermejo Blanco		64		—		89		54		—		207
Ramón Bustamante y de La Mora		64		—		36		54		—		154
José Antonio Fernández Rivero (*)		64		—		—		107		—		171
Ignacio Ferrero Jordi		64		83		—		—		22		169
Román Knörr Borrás		64		83		—		—		—		147
Carlos Loring Martínez de Irujo		64		—		36		—		54		154
Enrique Medina Fernández		64		83		—		54		—		201
Susana Rodríguez Vidarte		64		—		36		—		22		122

Total ()**		640		332		233		269		120		1,594


(*)		Mr José Antonio Fernández Rivero, apart from the amounts detailed above, also received a total of €326 thousand during the six months ended June 30, 2009 in early retirement payments as a former member of the BBVA management.

(**)		In addition, Mr. Richard C. Breeden, who stepped down as director on March 13, 2009, received total compensation for Board membership during the first six months of 2009 in the amount of €87 thousand.

•

Remuneration of executive directors


	Thousands of euros
	Fixed		Variable
	remuneration		*remunerations ()**		Total ()**

Chairman & CEO		964		3,416		4,379
President & COO		713		2,861		3,574
Company Secretary		333		815		1,147

Total		2,009		7,091		9,101


(*)		Figures relating to variable remuneration for 2008 paid in 2009.

(**)		In addition, the executive directors received remuneration in kind during the six month ended June 30, 2009 totalling €28 thousand, of which €8 thousand relates to Chairman & CEO, €11 thousand relates to President & COO and €9 thousand to Company Secretary.

•

Remuneration of the members of the management committee

The remuneration paid during the six months ended June 30, 2009 to the members of BBVA’s Management Committee, excluding executive directors, comprised €3,167 thousand in fixed remuneration and €11,936 thousand in variable remuneration accrued in 2008 and paid in 2009.

In addition, the members of the Management Committee, excluding executive directors, received remuneration in kind totalling €155 thousand during the six months ended June 30, 2009.

(*)

This paragraph includes information on the members of the Management committee as of June 30, 2009, excluding the executive directors.

•

Pension commitments

The provisions recorded as of June 30, 2009 to cover the commitments assumed in relation to executive director pensions, including the allowances recorded for the six months ended June 30, 2009, amounted to €7,781 thousand, broken down as follows:

F-116


	Thousands
	of euros

Chairman & CEO		77,027
President & COO		54,455
Company Secretary		9,175

Total		140,657

Insurance premiums amounting to €76 thousand were paid on behalf of the non-executive directors on the Board of Directors.

The provisions charged as of June 30, 2009 for post-employment commitments for the Management committee members, excluding executive directors, amounted to €47,297 thousand. Of these, €2,557 thousand were charged during the six months ended June 30, 2009.


•		settlement of the long-term share-based remuneration scheme (2006-2008) for executive directors and members of the management committee

In general meeting on March 13, 2009, BBVA’s shareholders ratified the proposed settlement of the Long-Term Share-Based Remuneration Scheme (2006-2008) (hereinafter, the “Plan”), on the terms established at the outset, determining the number of BBVA shares to be granted to the executive directors and the other members of the Management Committee.

The Plan was liquidated and the corresponding share grant executed on March 30, 2009.

The total number of Banco Bilbao Vizcaya Argentaria, S.A. shares granted to the three executive directors, on aggregate, as a result of settlement of the Plan, was 979,800, as detailed below:


	Nº assigned theoretical				Number of
	shares		Multiplier ratio		shares

Chairman & CEO		320,000		1.42		454,400
President & COO		270,000		1.42		383,400
Company Secretary		100,000		1.42		142,000

Meanwhile, the total number of shares allocated to Management Committee members upon settlement of the Plan was 1,369,116.


•		Multi-year share-based remuneration scheme (2009-2010) for executive directors and members of the management committee

At the General Shareholders’ Meeting of March 13, 2009, the Bank’s shareholders approved a multi-year share-based remuneration scheme for the period 2009 — 2010 targeted at members of the Group’s executive management team, including its executive directors and the members of the Management Committee.

The plan allocated each beneficiary a certain number of theoretical shares as a function of their variable pay and their level of responsibility. At the end of the plan, the theoretical shares are used as a basis to allocate BBVA shares to the beneficiaries, should the initial requirements be met.

The number of shares to be delivered to each beneficiary is determined by multiplying the number of theoretical shares allocated to them by a coefficient of between 0 and 2. This coefficient reflects the relative performance of BBVA’s total shareholder value (TSR) during the period 2009-20010 compared against the TSR of its European peer group.

The number of theoretical shares allocated to executive directors, in accordance with the plan ratified at the shareholders’ meeting, was 215,000 for the Chairman & CEO, 180,000 for the President & COO and 70,000 for the Board Secretary.

F-117

The total number of theoretical shares allocated to Management Committee members at June 30, 2009, excluding executive directors, was 830,000.


•		Scheme for remuneration of non-executive directors with deferred delivery of shares

The Annual General Meeting, March 18^th, 2006, under agenda item eight, resolved to establish a remuneration scheme using deferred delivery of shares to the Bank’s non-executive directors, to substitute the earlier scheme that had covered these directors.

The new plan assigns theoretical shares each year to non-executive director beneficiaries equivalent to 20% of the total remuneration paid to each in the previous year, using the average of BBVA stock closing prices from the sixty trading sessions prior to the annual general meeting that approve the financial statements. These shares, where applicable, are to be delivered when the beneficiaries cease to be directors on any grounds other than serious dereliction of duties.

The number of theoretical shares allocated to non-executive director beneficiaries under the deferred share delivery scheme during the year 2009, corresponding to 20% of the total remuneration paid to each in 2008, and the accumulated theoretical shares, are set forth below:


			Accumulated
	Theoretical		theoretical
DIRECTORS	shares		shares

Tomás Alfaro Drake		5,645		9,707

Juan Carlos Álvarez Mezquíriz		9,543		33,511

Rafael Bermejo Blanco		11,683		15,989

Ramón Bustamante y de la Mora		8,661		32,648

José Antonio Fernández Rivero		9,663		24,115

Ignacio Ferrero Jordi		9,543		34,083

Román Knörr Borrás		8,335		27,838

Carlos Loring Martínez de Irujo		8,667		20,418

Enrique Medina Fernández		11,351		44,708

Susana Rodríguez Vidarte		6,854		20,450

Total		89,945		263,467

•

Severance payments

The Chairman of the board will be entitled to retire as an executive director at any time after his 65^th birthday and the President & COO and the Company Secretary after their 62^nd birthday. They will all be entitled to the maximum percentage established under their contracts for retirement pension, and vesting their right to the pension once they reach said ages will render the indemnity agreed under their contracts null and void.

The contracts of the Bank’s executive directors (Chairman & CEO, President & COO, and Company Secretary) recognise their entitlement to be compensated should they leave their post for grounds other than their own decision, retirement, disablement or serious dereliction of duty. Had this occurred during the year 2009, they would have received the following amounts: €93,705 thousand for the Chairman & CEO; €68,674 thousand for the President & COO, and €15,057 thousand for the Company Secretary.

In order to receive such compensation, directors must place their directorships at the disposal of the board, resign from any posts that they may hold as representatives of the Bank in other companies, and waive prior employment agreements with the Bank, including any senior management positions and any right to obtain compensation other than that already indicated.

On standing down, they will be rendered unable to provide services to other financial institutions in competition with the Bank or its subsidiaries for two years, as established in the board regulations.

F-118

55. DETAIL OF THE DIRECTORS’ HOLDINGS IN COMPANIES WITH SIMILAR BUSINESS ACTIVITIES

As of December 31, 2008 pursuant to Article 127 third section of the Spanish Corporations Law, introduced by Law 26/2003 of 17 July amending Securities Market Law 24/1988 of July 28, and the revised Corporations Law, in order to reinforce the transparency of listed companies, set forth below are the companies engaging in an activity that is identical, similar or complementary to that which constitutes the corporate purpose of BBVA, in which the members of the Board of Directors have a direct or indirect ownership interest. None of the directors discharge executive or administrative functions at these companies.


		Number of
Surname (s) and First Name	Company	shares		Type of Ownership Interest

Alfaro Drake, Tomás	—		—	—

Alvarez Mezquiriz, Juan Carlos	—		—	—

Bermejo Blanco, Rafael	Banco Santander		7,400	Direct

	Banco Popular Español		14,180	Direct

Bustamante y de la Mora, Ramón	—		—	—

Fernández Rivero, José Antonio	—		—	—

Ferrero Jordi, Ignacio	Allianz		550	Indirect

Goirigolzarri Tellaeche, José Ignacio	—		—	—

González Rodríguez, Francisco	RBC Dexia Investors Services España, S.A.		76,040	Indirect

Knörr Borrás, Román	—		—	—

Loring Martínez de Irujo, Carlos	—		—	—

Maldonado Ramos, José	—		—	—

Medina Fernández, Enrique	—		—	—

Rodríguez Vidarte, Susana	—		—	—

56. OTHER INFORMATION

On March 15, 2002, the Bank of Spain initiated a proceeding against BBVA and 16 of its former directors and executives, as a result of the existence of funds (approximately €225 million) belonging to BBV that were not included in the entity’s financial statements until they were voluntarily regularized by being recorded in the 2000 consolidated income statement as extraordinary income, for which the related corporation tax was recorded and paid. BBVA notified the Bank of Spain of these matters on January 19, 2001.

On May 22, 2002, the Council of the Spanish Securities and Exchange Commission (CNMV) commenced a proceeding against BBVA for possible contravention of the Securities Market Law (under Article 99 ñ) thereof) owing to the same events as those which gave rise to the Bank of Spain’s proceeding.

The commencement of proceedings to determine an eventual criminal liability of the individuals involved in those events triggered the suspension of the above mentioned proceedings until a definitive criminal resolution was issued. These criminal proceedings finished by definitive court resolutions on 2007 without criminal liability for any person involved in them. The end of these criminal proceedings has allowed the re-opening of the proceedings: on 13 June, 2007 the Bank of Spain, and on 26 July 2007 the Spanish National Securities Market Commission (CNMV), notified the end of the proceeding development suspension.

On July 18, 2008, the board of the Bank of Spain sanctioned BBVA with a fine of one million euros for a serious breach as typified in article 5.p) of the “Ley de Disciplina e Intervención de las Entidades de Crédito” (Law regulating the conduct of financial entities) and also imposed various sanctions on the managers and executives responsible for such conduct none of whom are presently members of the Board of Directors, or hold executive office at BBVA.

On July 18, 2008, the Ministry of Economy and Finance sanctioned the entity with a fine of two million euros, as a result of the proceeding initiated by the Spanish Securities and Exchange Commission, for a very serious breach as typified in Article 99, ñ) of the “Ley del Mercado de Valores” (law regulating securities markets).

Both sanctions have been ratified by the Ministry of Economy and Finance when it decided on the appeals lodged against the administrative decisions.

F-119

57. SUBSEQUENT EVENTS

Between July 1, 2009 and the date of this filing Form 6-K, other events have taken place as follows:

	•		On July 8, 2009, the BBVA Board of Directors approved the distribution, as the first gross interim dividend against 2009 results, of a dividend of €0.09 per issued and outstanding BBVA ordinary share. The dividend was paid on July 10, 2009, according to the regulations applicable to the depositary entities.

	•		On August 21, 2009, BBVA Compass announced that it acquired the banking operations of Guaranty Bank based in Austin, Texas from the Federal Deposit Insurance Corporation (FDIC), effective immediately. BBVA Compass acquired $12.0 billion of assets and assumed $11.5 billion of deposits and entered into a loss sharing agreement with the FDIC that covers all of the acquired loans, where the FDIC will bear 80% of the first $2.3 billion of losses and 95% of the losses above that threshold. At the date of acquisition, Guaranty Bank operated 105 branches in Texas and 59 branches in California.

			The acquisition results in BBVA Compass being the 15th largest U.S. commercial bank in terms of deposits with approximately $49 billion in deposits and operations in seven high growth markets in the Sunbelt: Texas, Alabama, Arizona, California, Florida, Colorado and New Mexico. This strategic acquisition significantly strengthens BBVA Compass’ existing presence in Texas, solidifying its ranking as the 4th largest bank in Texas based on its deposit market share, which increased from 4.9% to 6.4% as a result of the acquisition. The acquisition also extends BBVA Compass’ general banking business into the attractive, high growth California market.

	•		On September 25, 2009, BBVA sold 948 fixed assets (mainly branch offices and various individual properties) to a third-party real estate investor. At the same time, BBVA signed a sale and leaseback long-term contract with such investor, which includes an option to repurchase the properties at fair values, exercisable by the Group on the agreed dates (in most cases, the termination date of each lease agreement). The price of sale was €1,154 million, generating capital gains of approximately €830 million.

•

F-120

APPENDIX I FINANCIAL STATEMENTS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

UNAUDITED BALANCE SHEETS AS OF JUNE 30, 2009 AND DECEMBER 31, 2008


	Millions of euros
ASSETS	June-09		*December-08()**

CASH AND BALANCES WITH CENTRAL BANKS		9,092		2,687

FINANCIAL ASSETS HELD FOR TRADING		57,095		59,987

Loans and advances to credit institutions		—		—

Money market operations through counterparties		—		—

Debt securities		19,392		14,953

Other equity instruments		4,244		5,605

Trading derivatives		33,459		39,429

OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS		—		—

Loans and advances to credit institutions		—		—

Money market operations through counterparties		—		—

Debt securities		—		—

Other equity instruments		—		—

AVAILABLE-FOR-SALE FINANCIAL ASSETS		31,587		18,726

Debt securities		25,365		11,873

Other equity instruments		6,222		6,853

LOANS AND RECEIVABLES		264,385		272,114

Loans and advances to credit institutions		27,447		45,274

Loans and advances to other debtors		236,931		226,836

Debt securities		7		4

HELD-TO-MATURITY INVESTMENTS		5,099		5,282

CHANGES IN THE FAIR VALUE OF THE HEDGED ITEMS IN THE PORTFOLIO HEDGES OF INTESREST RATE RISK		—		—

HEDGING DERIVATIVES		3,263		3,047


NON-CURRENT ASSETS HELD FOR SALE		694		149

INVESTMENTS		21,251		21,668

Associates		492		452

Jointly controlled entities		4		4

Group entities		20,755		21,212

INSURANCE CONTRACTS LINKED TO PENSIONS		2,003		1,996

TANGIBLE ASSETS		1,513		1,895

Property, plants and equipment		1,503		1,884

For own use		1,503		1,884

Other assets leased out under an operating lease		—		—

Investment properties		10		11

INTANGIBLE ASSETS		197		166

Goodwill		—		—

Other intangible assets		197		166

TAX ASSETS		3,407		3,568

Current		353		320

Deferred		3,054		3,248

OTHER ASSETS		946		735

TOTAL ASSETS		400,532		392,020


(*)		Presented for comparison purposes only.

F-121


	Millions of euros
LIABILITIES AND EQUITY	June-09		*December-08()**

FINANCIAL LIABILITIES HELD FOR TRADING		36,531		40,538

Deposits from central banks		—		—

Deposits from credit institutions		—		—

Deposits from other creditors		—		—

Debt certificates		—		—

Trading derivatives		34,265		37,885

Short positions		2,266		2,653

Other financial liabilities		—		—

OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS		—		—

Deposits from central banks		—		—

Deposits from credit institutions		—		—

Deposits from other creditors		—		—

Debt certificates		—		—

Subordinated liabilities		—		—

Other financial liabilities		—		—

FINANCIAL LIABILITIES AT AMORTISED COST		332,960		322,197

Deposits from central banks		23,979		13,697

Deposits from credit institutions		41,521		43,972

Deposits from other creditors		181,291		188,311

Debt certificates		68,665		58,837

Subordinated liabilities		13,472		13,332

Other financial liabilities		4,032		4,048

CHANGES IN THE FAIR VALUE OF THE HEDGED ITEMS IN THE PORTFOLIO HEDGES OF INTESREST RATE RISK		—		—

HEDGING DERIVATIVES		1,133		824

LIABILITIES ASSOCIATED WITH NON-CURRENT ASSETS HELD FOR SALE		—		—

PROVISIONS		6,931		7,071

Provisions for pensions and similar obligations		5,530		5,651

Provisions for taxes		—		—

Provisions for contingent exposures and commitments		328		387

Other provisions		1,073		1,033

TAX LIABILITIES		727		633

Current		—		—

Deferred		727		633

OTHER LIABILITIES		1,129		1,044

TOTAL LIABILITIES		379,411		372,307

(*) Presented for comparison purposes only.

F-122


	Millions of euros
LIABILITIES AND EQUITY (Continuation)	June-09		*December-08()**

STOCKHOLDER’S EQUITY		19,988		18,562

Capital		1,837		1,837

Issued		1,837		1,837

Unpaid and uncalled (-)		—		—

Share premium		12,453		12,770

Reserves		3,846		3,070

Other equity instruments		6		71

Equity component of compound financial instruments		—		—

Other		6		71

Less: Treasury shares		8		(143	)

Income		1,838		2,835

Less: Dividends and remuneration		—		(1,878	)

VALUATON ADJUSTMENTS		1,133		1,151

Available-for-sale financial assets		953		937

Cash flow hedges		158		141

Hedges of net investments in foreign operations		—		—

Exchange differences		22		73

Non-current liabilities held-for-sale		—		—

Other valuation adjustments		—		—

TOTAL EQUITY		21,121		19,713

TOTAL LIABILITIES AND EQUITY		400,532		392,020


	Millions of euros
	June-09		*December-08()**

CONTINGENT EXPOSURES		60,661		64,729

CONTINGENT COMMITMENTS		65,999		69,671


(*)		Presented for comparison purposes only.

F-123

UNAUDITED INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Millions of euros
	June-09			*June-08()**

INTEREST AND SIMILAR INCOME		6,509			7,765

INTEREST EXPENSE AND SIMILAR CHARGES		(3,505	)		(6,045	)

NET INTEREST INCOME		3,004			1,720

INCOME FROM EQUITY INSTRUMENTS		667			2,015

FEE AND COMMISSION INCOME		979			1,029

FEE AND COMMISSION EXPENSES		(152	)		(177	)

GAINS OR LOSSES ON FINANCIAL ASSETS AND LIABILITIES (NET)		45			479

Held for trading		(105	)		66

Other financial instruments at fair value through profit or loss		—			—

Other financial instruments not at fair value through profit or loss		150			413

Other		—			—

EXCHANGE DIFFERENCES (NET)		114			48

OTHER OPERATING INCOME		31			45

OTHER OPERATING EXPENSES		(46	)		(47	)

GROSS INCOME		4,642			5,112

ADMINISTRATIVE EXPENSES		(1,630	)		(1,682	)

Personnel expenses		(1,090	)		(1,146	)

Other administrative expenses		(540	)		(536	)

AMORTISATION		(120	)		(105	)

PROVISION EXPENSE (NET)		(72	)		(496	)

IMPAIRMENT LOSSES (NET)		(569	)		(412	)

Loans and receivables		(511	)		(400	)

Other financial instruments not at fair value through profit or loss		(58	)		(12	)

NET OPERATING INCOME		2,251			2,417

IMPAIRMENT LOSSES OF OTHER ASSETS (NET)		(29	)		(3	)

Goodwill and other intangible asset		—			—

Other assets		(29	)		(3	)

GAINS (LOSSES) IN WRITTEN OF ASSETS NOT CLASSIFIED AS NON-CURRENT ASSETS HELD FOR SALE		2			—

NEGATIVE GOODWILL		—			—

GAINS (LOSSES) IN NON-CURRENT ASSETS HELD FOR SALE NOT CLASSIFIED AS DISCONTINUED OPERATIONS		77			729

INCOME BEFORE TAX		2,301			3,143

TAX EXPENSE (INCOME)		(463	)		(397	)

INCOME FROM CONTINUED OPERATIONS		1,838			2,746

INCOME FROM DISCONTINUED OPERATIONS (NET)		—			—

INCOME FOR THE PERIOD		1,838			2,746


(*)		Presented for comparison purposes only.

F-124

UNAUDITED CHANGES IN TOTAL EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Millions of euros
	Total equity
	Stockholder’s equity
												Less:			Profit			Less: dividend			Total
	Share		Share						Other equity			Treasury			for the			and			Stockholder’s			Valuation			Total
	Capital		premium			Reserves			instruments			shares			period			remunerations			equity			adjstments			equity

Balances at January 1, 2009		1,837		12,770			3,070			71			143			2,835			1,878			18,562			1,151			19,713
Effects of changes in accounting policies		—		—			—			—			—			—			—			—			—			—
Effect of correction of errors		—		—			—			—			—			—			—			—			—			—
Adjusted initial balance		1,837		12,770			3,070			71			143			2,835			1,878			18,562			1,151			19,713
Total income/expense recognized		—		—			—			—			—			1,838			—			1,838			(18	)		1,820
Other changes in equity		—		(317	)		776			(65	)		(151	)		(2,835	)		(1,878	)		(412	)		—			(412	)
Increased of capital		—		—			—			—			—			—			—			—			—			—
Capital reduction		—		—			—			—			—			—			—			—			—			—
Conversion of financial liabilities into capital		—		—			—			—			—			—			—			—			—			—
Increase of other equity instruments		—		—			—			2			—			—			—			2			—			2
Reclassification of financial liabilities to other equity instruments		—		—			—			—			—			—			—			—			—			—
Reclassification of other equity instruments to financial liabilities		—		—			—			—			—			—			—			—			—			—
Dividend distribution		—		—			—			—			—			—			—			—			—			—
Transactions including treasury shares and other equity instruments (net)		—		—			(151	)		—			(151	)		—			—			—			—			—
Transfers between total equity entries		—		—			989			(32	)		—			(2,835	)		(1,878	)		—			—			—
Increase/Reduction in business combinations		—		—			—			—			—			—			—			—			—			—
Payments with equity instruments		—		(317	)		—			(63	)		—			—			—			(380	)		—			(380	)
Rest of increase/reductions in total equity		—		—			(62	)		28			—			—			—			(34	)		—			(34	)

Balance at June 30, 2009		1,837		12,453			3,846			6			(8	)		1,838			—			19,988			1,133			21,121


(*)		Presented for comparison purposes only.

F-125


	Millions of euros
	Total equity
	Stockholder’s equity
			Share premium,			Other		Less:
			reserves and			equity		Treasury			Profit for the			Valuation
	Share Capital		dividends			instruments		shares			period			adjstments			Total equity

Balance at January 1, 2008		1,837		13,348			49		(129	)		3,612			2,888			21,605
Effects of changes in accounting policies		—		—			—		—			—			—			—
Effect of correction of errors		—		—			—		—			—			—			—
Adjusted initial balance		1,837		13,348			49		(129	)		3,612			2,888			21,605
Total income/expense recognized		—		—			—		—			2,746			(2,116	)		630
Other changes in equity		—		1,895			10		(10	)		(3,612	)		—			(1,717	)
Increased of capital		—		—			—		—			—			—			—
Capital reduction		—		—			—		—			—			—			—
Conversion of financial liabilities into capital		—		—			—		—			—			—			—
Increase of other equity instruments		—		—			10		—			—			—			—
Reclassification of financial liabilities to other equity instruments		—		—			—		—			—			—			—
Reclassification of other equity instruments to financial instruments		—		—			—		—			—			—			—
Dividend distribution		—		1,053			—		—			(2,717	)		—			(1,664	)
Transactions including treasury shares and other equity instruments (net)		—		(53	)		—		(10	)		—			—			(63	)
Transfers between total equity entries		—		895			—		—			(895	)		—			—
Increase/Reduction in business combinations		—		—			—		—			—			—			—
Payments with equity instruments		—		—			—		—			—			—			—
Rest of increase/reductions in total equity		—		—			—		—			—			—			—

Balance at June 30, 2008		1,837		15,243			59		(139	)		2,746			772			20,518


(*)		Presented for comparison purposes only.

F-126

UNAUDITED CHANGES IN TOTAL EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Millions of euros
CHANGES IN TOTAL EQUITY	June-09			*June-08()**

INCOME FOR THE PERIOD		1,838			2,746


OTHER RECOGNIZED INCOME (EXPENSES)		(18	)		(2,116	)


Available-for-sale financial assets		98			(2,568	)


Revaluation gains/losses		107			(1,756	)


Amounts transferred to income statement		(9	)		(812	)

Reclassifications		—			—


Cash flow hedges		25			(91	)


Revaluation gains/losses		27			(102	)


Amounts transferred to income statement		(2	)		11

Amounts transferred to the initial carrying amount of the hedged items		—			—

Reclassifications		—			—

Hedges of net investment in foreign operations		—			—

Revaluation gains/losses		—			—

Amounts transferred to income statement		—			—

Reclassifications		—			—


Exchange differences		(72	)		(16	)


Revaluation gains/losses		(72	)		(9	)


Amounts transferred to income statement		—			(7	)

Reclassifications		—			—

Non-current assets held for sale		—			—

Revaluation gains/losses		—			—

Amounts transferred to income statement		—			—

Reclassifications		—			—

Actuarial gains and losses in post-employment plans		—			—

Rest of recognized income and expenses		—			—


Income tax		(69	)		559


TOTAL INCOME AND EXPENSES FOR THE PERIOD		1,820			630


(*)		Presented for comparison purposes only.

F-127

UNAUDITED CASH FLOW STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Millions of euros
	June-09			*June-08()**

CASH FLOW FROM OPERATING ACTIVITIES ₍₁₎		7,664			(8,516	)


Profit for the year		1,838			2,746


Adjustments to obtain the cash flow from operating activities:		478			(2,931	)


Amortisation		119			105


Other adjustments		359			(3,036	)


Net increase/decrease in operating assets		1,871			17,127


Financial assets held for traiding		(2,891	)		2,535

Other financial assets at fair value through profit or loss		—			—


Available-for-sale financial assets		12,861			(2,971	)


Loans and receivables		(7,730	)		17,310


Other operating assets		(369	)		253


Net increase/decrease in operating liabilities		6,756			8,399


Financial liabilities		(4,006	)		3,950

Other financial liabilities at fair value through profit or loss		—			—


Financial liabilities measured at amortised cost		11,248			3,926


Other operating liabilities		(486	)		523


Collection/Payments for income tax		463			397


CASH FLOWS FROM INVESTING ACTIVITIES ₍₂₎		(330	)		806


Investment		629			232


Tangible assets		174			143


Intangible assets		57			32


Investments		197			7

Subsidiaries and other business units		—			—


Non-current assets held for sale and associated liabilities		201			50

Held-to-maturity investments		—			—

Other payments related to investing activities		—			—


Divestments		299			1,038


Tangible assets		—			4

Intangible assets		—			—


Investments		2			—

Subsidiaries and other business units		—			—


Non-current assets held for sale and associated liabilities		157			897

F-128


	Millions of euros
	June-09			*June-08()**

Held-to-maturity investments		140			137

Other collections related to investing activities		—			—


CASH FLOWS FROM FINANCING ACTIVITIES₍₃₎		(932	)		(1,825	)


Investment		2,695			6,784


Dividends		626			1,608

Subordinated liabilities		—			—

Amortisation of own equity instruments		—			—


Acquisition of own equity instruments		2,069			4,847


Other items relating to financing activities		—			329


Divestments		1,763			4,959


Subordinated liabilities		—			175

Issuance of own equity instruments		—			—


Disposal of own equity instruments		1,617			4,784


Other items relating to financing activities		146			—


EFFECT OF EXCHANGE RATE CHANGES ON CASH OR CASH EQUIVALENTS ₍₄₎		3			4


NET INCREASE/DECREASE IN CASH OR CASH EQUIVALENTS _(1+2+3+4)		6,405			(9,531	)


CASH OR CASH EQUIVALENTS AT BEGINNING OF PERIOD		2,687			12,216


CASH OR CASH EQUIVALENTS AT END OF PERIOD		9,092			2,685


COMPONENTS OF CASH AND EQUIVALENT AT END OF PERIOD	June-09		*June-08()**

Cash		538		560


Balance of cash equivalent in central banks		8,553		2,126

Other financial assets		—		—

Less:bank overdraft refundable on demand		—		—


TOTAL CASH OR CASH EQUIVALENTS AT END OF PERIOD		9,091		2,686


(*)		Presented for comparison purposes only.

F-129

APPENDIX II
ADDITIONAL INFORMATION ON CONSOLIDATED SUBSIDIARIES
COMPOSING THE BANCO BILBAO VIZCAYA ARGENTARIA GROUP


			%of Voting Rights						*Thousands of Euros ()**
			controlled by the Bank								Investee Data
																		Profit
																		(Loss) for
									Net		Assets as		Liabilities					the Period
									Carrying		of		as of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09			30.06.09

ADMINISTRAD. DE FONDOS PARA EL RETIRO-BANCOMER,S.A DE C.V.	MEXICO	PENSIONS		17.50		82.50		100.00		301,042		170,130		54,103		96,892			19,135
ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA, S.A. (AFP PROVIDA)	CHILE	PENSIONS		12.70		51.62		64.32		241,101		418,243		58,414		304,389			55,440
AFP GENESIS ADMINISTRADORA DE FONDOS, S.A.	ECUADOR	PENSIONS		—		100.00		100.00		2,517		4,399		1,854		1,032			1,513
AFP HORIZONTE, S.A.	PERU	PENSIONS		24.85		75.15		100.00		36,648		60,054		19,281		30,038			10,735
AFP PREVISION BBV-ADM.DE FONDOS DE PENSIONES S.A.	BOLIVIA	PENSIONS		75.00		5.00		80.00		2,063		10,249		5,654		3,566			1,029
ALMACENES GENERALES DE DEPOSITO, S.A.E. DE	SPAIN	PORTFOLIO		83.90		16.10		100.00		12,649		120,005		4,293		110,134			5,578
ALTITUDE INVESTMENTS LIMITED	UNITED KINGDOM	FINANCIAL SERV.		51.00		—		51.00		615		1,065		451		1,298			(684	)
ALTURA MARKETS, SOCIEDAD DE VALORES, S.A.	SPAIN	SECURITIES		50.00		—		50.00		5,000		1,214,333		1,185,122		23,397			5,814
ANIDA CARTERA SINGULAR, S.L.	SPAIN	PORTFOLIO		—		100.00		100.00		—		3,112		2,868		260			(16	)
ANIDA DESARROLLOS INMOBILIARIOS, S.L.	SPAIN	REAL ESTATE		—		100.00		100.00		112,477		246,434		84,910		165,943			(4,419	)
ANIDA DESARROLLOS SINGULARES, S.L.	SPAIN	REAL ESTATE INSTR.		—		100.00		100.00		—		1,203,423		1,357,404		(16,234	)		(137,747	)
ANIDA GERMANIA IMMOBILIEN ONE, GMBH	GERMANY	REAL ESTATE INSTR.		—		100.00		100.00		4,099		19,678		15,382		4,336			(40	)
ANIDA GRUPO INMOBILIARIO, S.L.	SPAIN	PORTFOLIO		100.00		—		100.00		198,357		686,244		108,988		572,941			4,315
ANIDA INMOBILIARIA, S.A. DE C.V.	MEXICO	PORTFOLIO		—		100.00		100.00		91,316		75,222		70		75,566			(414	)
ANIDA INMUEBLES ESPAÑA Y PORTUGAL, S.L.	SPAIN	REAL ESTATE INSTR.		—		100.00		100.00		3		42,194		44,432		3			(2,241	)
ANIDA OPERACIONES SINGULARES, S.L.	SPAIN	REAL ESTATE INSTR.		—		100.00		100.00		3		2,134,508		2,265,422		(2,183	)		(128,731	)
ANIDA PROYECTOS INMOBILIARIOS, S.A. DE C.V.	MEXICO	REAL ESTATE INSTR.		—		100.00		100.00		74,725		109,764		35,038		74,651			75
ANIDA SERVICIOS INMOBILIARIOS, S.A. DE C.V.	MEXICO	REAL ESTATE INSTR.		—		100.00		100.00		339		899		561		831			(493	)
APLICA SOLUCIONES ARGENTINAS, S.A.	ARGENTINA	SERVICES		—		100.00		100.00		1,525		3,507		1,815		1,544			148
APLICA SOLUCIONES GLOBALES, S.L.	SPAIN	SERVICES		94.98		5.02		100.00		60		63,406		64,561		810			(1,965	)
APLICA TECNOLOGIA AVANZADA, S.A. DE C.V.	MEXICO	SERVICES		100.00		—		100.00		4		43,936		37,823		711			5,402
APOYO MERCANTIL S.A. DE C.V.	MEXICO	SERVICES		—		100.00		100.00		750		129,765		128,939		807			19
ARAGON CAPITAL, S.L.	SPAIN	PORTFOLIO		99.90		0.10		100.00		37,925		32,962		116		32,803			43
ARIZONA FINANCIAL PRODUCTS, INC	UNITED STATES	FINANCIAL SERV.		—		100.00		100.00		663,202		669,046		5,845		650,840			12,361
ATREA HOMES IN SPAIN LTD	UNITED KINGDOM	NO ACTIVITY		—		100.00		100.00		—		11		351		(340	)		—
ATUEL FIDEICOMISOS, S.A.	ARGENTINA	SERVICES		—		100.00		100.00		6,054		6,082		29		5,662			391

F-130


			%of Voting Rights						*Thousands of Euros ()**
			controlled by the Bank								Investee Data
																		Profit
																		(Loss) for
									Net		Assets as		Liabilities					the Period
									Carrying		of		as of			Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09			30.06.09		30.06.09

AUTOMERCANTIL-COMERCIO E ALUGER DE VEICULOS AUTOM.,LDA	PORTUGAL	FINANCIAL SERV.		—		100.00		100.00		7,209		57,148		48,604			9,373		(829	)
BAHIA SUR RESORT, S.C.	SPAIN	NO ACTIVITY		99.95		—		99.95		1,436		1,438		15			1,423		—
BANCO BILBAO VIZCAYA ARGENTARIA (PANAMA), S.A.	PANAMA	BANKING		54.11		44.81		98.92		19,464		1,259,059		1,090,521			153,634		14,904
BANCO BILBAO VIZCAYA ARGENTARIA (PORTUGAL), S.A.	PORTUGAL	BANKING		9.52		90.48		100.00		278,916		7,044,069		6,791,571			243,559		8,939
BANCO BILBAO VIZCAYA ARGENTARIA CHILE, S.A.	CHILE	BANKING		—		68.18		68.18		419,253		8,986,232		8,370,811			565,946		49,475
BANCO BILBAO VIZCAYA ARGENTARIA PUERTO RICO, S.A.	PUERTO RICO	BANKING		—		100.00		100.00		98,163		4,084,410		3,719,698			364,689		23
BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY, S.A.	URUGUAY	BANKING		100.00		—		100.00		17,049		574,282		531,891			41,827		564
BANCO CONTINENTAL, S.A.	PERU	BANKING		—		92.08		92.08		531,965		7,200,800		6,623,099			452,114		125,587
BANCO DE PROMOCION DE NEGOCIOS, S.A.	SPAIN	BANKING		—		99.82		99.82		15,152		33,239		490			32,523		226
BANCO DEPOSITARIO BBVA, S.A.	SPAIN	BANKING		—		100.00		100.00		1,595		1,631,916		1,561,908			52,989		17,019
BANCO INDUSTRIAL DE BILBAO, S.A.	SPAIN	BANKING		—		99.93		99.93		97,220		284,714		27,379			232,252		25,083
BANCO OCCIDENTAL, S.A.	SPAIN	BANKING		49.43		50.57		100.00		15,812		17,587		388			17,058		141
BANCO PROVINCIAL OVERSEAS N.V.	NETHERLANDS ANTILLES	BANKING		—		100.00		100.00		27,353		344,629		316,908			22,477		5,244
BANCO PROVINCIAL S.A. — BANCO UNIVERSAL	VENEZUELA	BANKING		1.85		53.75		55.60		151,606		10,556,328		9,508,843			812,332		235,153
BANCOMER FINANCIAL SERVICES INC.	UNITED STATES	FINANCIAL SERV.		—		100.00		100.00		1,844		615		(1,232	)		1,878		(31	)
BANCOMER FOREIGN EXCHANGE INC.	UNITED STATES	FINANCIAL SERV.		—		100.00		100.00		4,958		6,598		1,640			4,087		871
BANCOMER PAYMENT SERVICES INC.	UNITED STATES	FINANCIAL SERV.		—		100.00		100.00		36		26		(10	)		38		(2	)
BANCOMER TRANSFER SERVICES, INC.	UNITED STATES	FINANCIAL SERV.		—		100.00		100.00		19,817		73,389		53,573			13,982		5,834
BBV AMERICA, S.L.	SPAIN	PORTFOLIO		100.00		—		100.00		479,328		890,176		56,339			833,057		780
BBVA & PARTNERS ALTERNATIVE INVESTMENT A.V., S.A.	SPAIN	SECURITIES		70.00		—		70.00		1,331		16,127		10,139			6,014		(26	)
BBVA ADMINISTRADORA GENERAL DE FONDOS S.A.	CHILE	FINANCIAL SERV.		—		100,00		100,00		24.194		25.636		1.441			21.851		2.344
BBVA ASESORIAS FINANCIERAS, S.A.	CHILE	FINANCIAL SERV.		—		98,60		98,60		18.020		18.719		443			17.065		1.211
BBVA ASSET MANAGEMENT, S.A., SGIIC	SPAIN	FINANCIAL SERV.		17,00		83,00		100,00		11.436		209.521		124.202			67.645		17.674
BBVA AutoRenting SPA	ITALY	SERVICES		—		100,00		100,00		67.785		231.457		201.283			29.687		487
BBVA BANCO DE FINANCIACION S.A.	SPAIN	BANKING		—		100,00		100,00		64.200		4.919.447		4.847.268			72.277		(98	)
BBVA BANCO FRANCES, S.A.	ARGENTINA	BANKING		45,65		30,36		76,01		39.322		4.281.122		3.866.317			384.866		29.939
BBVA BANCOMER ASSET MANAGEMENT INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		1		1		—			1		—
BBVA BANCOMER FINANCIAL HOLDINGS, INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		43.399		38.820		(4.429	)		39.720		3.529
BBVA BANCOMER GESTION, S.A. DE C.V.	MEXICO	FINANCIAL SERV.		—		99,99		99,99		16.639		49.388		32.746			9.549		7.093
BBVA BANCOMER HOLDINGS CORPORATION	UNITED STATES	PORTFOLIO		—		100,00		100,00		10.403		10.404		—			9.641		763
BBVA BANCOMER OPERADORA, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		118.781		253.100		134.317			112.166		6.617
BBVA BANCOMER SERVICIOS ADMINISTRATIVOS, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		1.477		8.164		6.688			985		491

F-131


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank									Investee Data
																			Profit
																			(Loss) for
									Net			Assets as		Liabilities					the Period
									Carrying			of		as of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09		30.06.09			30.06.09

BBVA BANCOMER SERVICIOS, S.A.	MEXICO	BANKING		—		100,00		100,00		514.830			537.332		22.504		469.649			45.179
BBVA BANCOMER USA	UNITED STATES	BANKING		—		100,00		100,00		6.936			98.575		91.638		10.047			(3.110	)
BBVA BANCOMER, S.A. DE C.V.	MEXICO	BANKING		—		100,00		100,00		4.957.124			60.748.283		55.789.524		4.445.630			513.129
BBVA BRASIL BANCO DE INVESTIMENTO, S.A.	BRAZIL	BANKING		100,00		—		100,00		16.166			35.669		4.631		30.649			389
BBVA BROKER, CORREDURIA DE SEGUROS Y REASEGUROS, S.A.	SPAIN	FINANCIAL SERV.		99,94		0,06		100,00		297			29.193		5.685		20.559			2.949
BBVA CAPITAL FINANCE, S.A.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		60			2.990.930		2.990.699		222			9
BBVA CAPITAL FUNDING, LTD.	CAYMAN ISLANDS	FINANCIAL SERV.		100,00		—		100,00		—			1.170.850		1.169.179		1.654			17
BBVA CARTERA DE INVERSIONES,SICAV,S.A.	SPAIN	VARIABLE CAPITAL COMP.		100,00		—		100,00		118.447			115.538		137		111.541			3.860
BBVA COLOMBIA, S.A.	COLOMBIA	BANKING		76,20		19,23		95,43		263.429			6.989.010		6.394.272		529.007			65.731
BBVA COMERCIALIZADORA LTDA.	CHILE	FINANCIAL SERV.		—		100,00		100,00		(535	)		231		766		(336	)		(199	)
BBVA COMPASS CONSULTING & BENEFITS, INC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		12.125			12.367		243		11.922			202
BBVA CONSOLIDAR SEGUROS, S.A.	ARGENTINA	INSURANCES		87,78		12,22		100,00		6.442			40.333		22.722		14.839			2.772
BBVA CONSULTING ( BEIJING) LIMITED	CHINA	FINANCIAL SERV.		—		100,00		100,00		400			395		25		392			(22	)
BBVA CONSULTORIA, S.A.	SPAIN	SERVICES		—		100,00		100,00		2.227			2.255		179		2.148			(72	)
BBVA CORREDORA TECNICA DE SEGUROS LIMITADA	CHILE	FINANCIAL SERV.		—		100,00		100,00		28.560			29.916		1.354		26.559			2.003
BBVA CORREDORES DE BOLSA, S.A.	CHILE	SECURITIES		—		100,00		100,00		32.434			265.617		233.185		27.121			5.311
BBVA DINERO EXPRESS, S.A.U	SPAIN	FINANCIAL SERV.		100,00		—		100,00		2.186			9.412		4.889		4.153			370
BBVA E-COMMERCE, S.A.	SPAIN	SERVICES		100,00		—		100,00		30.879			35.554		—		35.217			337
BBVA FACTORING LIMITADA (CHILE)	CHILE	FINANCIAL SERV.		—		100,00		100,00		4.055			14.503		10.448		3.354			701
BBVA FIDUCIARIA , S.A.	COLOMBIA	FINANCIAL SERV.		—		99,99		99,99		11.153			13.493		2.324		9.097			2.072
BBVA FINANCE (UK), LTD.	UNITED KINGDOM	FINANCIAL SERV.		—		100,00		100,00		3.324			24.174		12.954		11.203			17
BBVA FINANCE SPA.	ITALY	FINANCIAL SERV.		100,00		—		100,00		4.648			5.474		70		5.334			70
BBVA FINANCIAMIENTO AUTOMOTRIZ, S.A.	CHILE	PORTFOLIO		—		100,00		100,00		105.799			105.842		42		99.309			6.491
BBVA FINANZIA, S.p.A	ITALY	FINANCIAL SERV.		50,00		50,00		100,00		41.465			364.499		344.862		18.115			1.522
BBVA FUNDOS, S.Gestora Fundos Pensoes,S.A.	PORTUGAL	FINANCIAL SERV.		—		100,00		100,00		998			6.460		772		4.954			734
BBVA GEST, S.G.DE FUNDOS DE INVESTIMENTO MOBILIARIO, S.A.	PORTUGAL	FINANCIAL SERV.		—		100,00		100,00		998			7.281		638		6.314			329
BBVA GLOBAL FINANCE LTD.	CAYMAN ISLANDS	FINANCIAL SERV.		100,00		—		100,00		—			537.134		533.571		3.554			9
BBVA GLOBAL MARKETS RESEARCH, S.A.	SPAIN	FINANCIAL SERV.		99,99		0,01		100,00		501			4.425		2.227		2.087			111
BBVA HORIZONTE PENSIONES Y CESANTIAS, S.A.	COLOMBIA	PENSIONS		78,52		21,43		99,95		36.879			89.055		27.927		53.616			7.512
BBVA INMOBILIARIA E INVERSIONES, S.A.	CHILE	REAL ESTATE INSTR.		—		68,11		68,11		4.024			23.624		17.716		6.583			(675	)
BBVA INSERVEX, S.A.	SPAIN	SERVICES		100,00		—		100,00		1.205			2.512		240		2.185			87
BBVA INSTITUIÇAO FINANCEIRA DE CREDITO, S.A.	PORTUGAL	FINANCIAL SERV.		—		100,00		100,00		43.626			442.028		403.520		36.402			2.106

F-132


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank								Investee Data
																	Profit
																	(Loss) for
									Net		Assets as		Liabilities				the Period
									Carrying		of		as of		Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09		30.06.09

BBVA INTERNATIONAL INVESTMENT CORPORATION	PUERTO RICO	FINANCIAL SERV.		100,00		—		100,00		2.769.952		2.111.020		16		2.111.049		(45	)
BBVA INTERNATIONAL LIMITED	CAYMAN ISLANDS	FINANCIAL SERV.		100,00		—		100,00		1		504.466		501.900		2.519		47
BBVA INTERNATIONAL PREFERRED, S.A.U.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		60		1.997.031		1.996.753		226		52
BBVA INVERSIONES CHILE, S.A.	CHILE	FINANCIAL SERV.		61,22		38,78		100,00		580.584		862.908		7.187		792.137		63.584
BBVA INVESTMENTS, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		11.553		12.961		1.406		10.706		849
BBVA IRELAND PUBLIC LIMITED COMPANY	IRELAND	FINANCIAL SERV.		100,00		—		100,00		180.381		1.733.493		1.401.158		322.089		10.246
BBVA LEASIMO — SOCIEDADE DE LOCAÇAO FINANCEIRA, S.A.	PORTUGAL	FINANCIAL SERV.		—		100,00		100,00		11.576		38.304		27.795		10.333		176
BBVA LEASING S.A. COMPAÑÍA DE FINANCIAMIENTO COMERCIAL (COLOMBIA)	COLOMBIA	FINANCIAL SERV.		—		100,00		100,00		17.628		89.397		71.700		16.610		1.087
BBVA LUXINVEST, S.A.	LUXEMBOURG	PORTFOLIO		36,00		64,00		100,00		255.843		1.500.787		86.913		1.408.179		5.695
BBVA MEDIACION OPERADOR DE BANCA-SEGUROS VINCULADO, S.A.	SPAIN	FINANCIAL SERV.		—		100,00		100,00		60		124.233		115.716		6.060		2.457
BBVA NOMINEES LIMITED	UNITED KINGDOM	SERVICES		100,00		—		100,00		—		1		—		1		—
BBVA PARAGUAY, S.A.	PARAGUAY	BANKING		100,00		—		100,00		22.598		670.155		612.299		44.864		12.992
BBVA PARTICIPACIONES INTERNACIONAL, S.L.	SPAIN	PORTFOLIO		92,69		7,31		100,00		273.365		347.595		3.397		342.426		1.772
BBVA PATRIMONIOS GESTORA SGIIC, S.A.	SPAIN	FINANCIAL SERV.		99,98		0,02		100,00		3.907		27.923		5.129		20.141		2.653
BBVA PENSIONES, SA, ENTIDAD GESTORA DE FONDOS DE PENSIONES	SPAIN	PENSIONS		100,00		—		100,00		12.922		70.486		37.450		25.939		7.097
BBVA PLANIFICACION PATRIMONIAL, S.L.	SPAIN	FINANCIAL SERV.		80,00		20,00		100,00		1		508		10		504		(6	)
BBVA PRIVANZA (JERSEY), LTD.	JERSEY	NO ACTIVITY		—		100,00		100,00		20.610		22.815		2		24.240		(1.427	)
BBVA PROPIEDAD F.I.I.	SPAIN	OTHER INVEST. COMP		—		95,67		95,67		1.522.719		1.587.374		71.943		1.574.913		(59.482	)
BBVA PUERTO RICO HOLDING CORPORATION	PUERTO RICO	PORTFOLIO		100,00		—		100,00		255.804		98.618		7		98.631		(20	)
BBVA RE LIMITED	IRELAND	INSURANCES		—		100,00		100,00		656		58.122		37.781		17.714		2.627
BBVA RENTING, S.A.	SPAIN	FINANCIAL SERV.		—		100,00		100,00		20.976		789.357		693.034		93.802		2.521
BBVA RENTING, SPA	ITALY	SERVICES		—		100,00		100,00		8.925		40.946		32.974		8.277		(305	)
BBVA SECURITIES HOLDINGS, S.A.	SPAIN	PORTFOLIO		99,86		0,14		100,00		13.327		50.078		32.181		18.292		(395	)
BBVA SECURITIES INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		30.267		24.723		3.418		21.124		181
BBVA SECURITIES OF PUERTO RICO, INC.	PUERTO RICO	FINANCIAL SERV.		100,00		—		100,00		4.726		6.121		680		5.238		203
BBVA SEGUROS COLOMBIA, S.A.	COLOMBIA	INSURANCES		94,00		6,00		100,00		9.259		33.965		22.171		11.189		605
BBVA SEGUROS DE VIDA COLOMBIA, S.A.	COLOMBIA	INSURANCES		94,00		6,00		100,00		13.242		215.244		182.138		30.849		2.257
BBVA SEGUROS DE VIDA, S.A.	CHILE	INSURANCES		—		100,00		100,00		32.029		392.863		360.833		28.883		3.147
BBVA SEGUROS INC.	PUERTO RICO	FINANCIAL SERV.		—		100,00		100,00		177		3.580		555		2.660		365

F-133


			%of Voting Rights								*Thousands of Euros ()**
			controlled by the Bank										Investee Data
																	Profit
																	(Loss) for
									Net				Liabilities as				the Period
									Carrying		Assets as of		of		Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09		30.06.09

BBVA SEGUROS, S.A., DE SEGUROS Y REASEGUROS	SPAIN	INSURANCES		94,30		5,65		99,95		414.658		11.675.661		10.785.212		743.532		146.917
BBVA SENIOR FINANCE, S.A.U.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		60		12.644.857		12.644.605		283		(31	)
BBVA SERVICIOS, S.A.	SPAIN	SERVICES		—		100,00		100,00		354		16.222		5.418		8.535		2.269
BBVA SOCIEDAD DE LEASING INMOBILIARIO, S.A.	CHILE	FINANCIAL SERV.		—		97,49		97,49		10.987		52.708		41.436		11.012		260
BBVA SUBORDINATED CAPITAL S.A.U.	SPAIN	FINANCIAL SERV.		100,00		0,00		100,00		130		3.986.213		3.985.881		233		99
BBVA SUIZA, S.A. (BBVA SWITZERLAND)	SWITZERLAND	BANKING		39,72		60,28		100,00		55.795		1.128.113		828.940		289.789		9.384
BBVA TRADE, S.A.	SPAIN	PORTFOLIO		—		100,00		100,00		6.379		19.191		11.051		8.123		17
BBVA U.S. SENIOR S.A.U.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		132		1.416.004		1.415.869		176		(41	)
BBVA USA BANCSHARES, INC	UNITED STATES	PORTFOLIO		100,00		—		100,00		9.425.622		9.048.056		8.470		8.965.899		73.687
BBVA VALORES COLOMBIA, S.A. COMISIONISTA DE BOLSA	COLOMBIA	SECURITIES		—		100,00		100,00		3.456		4.610		1.109		2.759		742
BBVA(SUIZA) S.A. OFICINA DE REPRESENTACION	URUGUAY	FINANCIAL SERV.		—		100,00		100,00		10		1.461		1.451		18		(8	)
BCL INTERNATIONAL FINANCE. LTD.	CAYMAN ISLANDS	FINANCIAL SERV.		100,00		—		100,00		—		102.396		102.396		4		(4	)
BIBJ MANAGEMENT, LTD.	JERSEY	NO ACTIVITY		—		100,00		100,00		—		—		—		—		—
BIBJ NOMINEES, LTD.	JERSEY	NO ACTIVITY		—		100,00		100,00		—		—		—		—		—
BILBAO VIZCAYA AMERICA B.V.	NETHERLANDS	PORTFOLIO		—		100,00		100,00		756.000		522.499		164		472.935		49.400
BILBAO VIZCAYA HOLDING, S.A.	SPAIN	PORTFOLIO		89,00		11,00		100,00		34.771		225.806		13.260		207.340		5.206
BLUE INDICO INVESTMENTS, S.L.	SPAIN	PORTFOLIO		99,99		0,01		100,00		18.221		50.994		20		50.934		40
BROOKLINE INVESTMENTS,S.L.	SPAIN	PORTFOLIO		100,00		—		100,00		33.969		32.395		531		31.871		(7	)
C B TRANSPORT ,INC.	UNITED STATES	SERVICES		—		100,00		100,00		13.141		15.333		2.190		14.295		(1.152	)
CANAL COMPANY, LTD.	JERSEY	NO ACTIVITY		—		100,00		100,00		29		877		—		877		—
CAPITAL INVESTMENT COUNSEL, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		19.433		20.872		1.440		19.122		310
CARTERA E INVERSIONES S.A., CIA DE	SPAIN	PORTFOLIO		100,00		—		100,00		60.541		222.324		61.926		172.597		(12.199	)
CASA DE BOLSA BBVA BANCOMER , S.A. DE C.V.	MEXICO	FINANCIAL SERV.		—		100,00		100,00		34.702		80.619		45.916		24.787		9.916
CASA de CAMBIO MULTIDIVISAS, SA DE CV	MEXICO	NO ACTIVITY		—		100,00		100,00		151		152		—		151		1
CENTRAL BANK OF THE SOUTH	UNITED STATES	BANKING		—		100,00		100,00		1.151		3.639		2.487		1.159		(7	)
CIA. GLOBAL DE MANDATOS Y REPRESENTACIONES, S.A.	URUGUAY	NO ACTIVITY		—		100,00		100,00		108		177		2		175		—
CIDESSA DOS, S.L.	SPAIN	PORTFOLIO		—		100,00		100,00		11.602		11.925		118		11.799		8

F-134


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank									Investee Data
																			Profit
																			(Loss) for
									Net					Liabilities as					the Period
									Carrying			Assets as of		of			Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09			30.06.09		30.06.09

CIDESSA UNO, S.L.	SPAIN	PORTFOLIO		—		100,00		100,00		4.754			826.727		108			693.251		133.368
CIERVANA, S.L.	SPAIN	PORTFOLIO		100,00		—		100,00		53.164			70.011		2.802			66.788		421
COMERCIALIZADORA CORPORATIVA SAC	PERU	FINANCIAL SERV.		—		99,99		99,99		(126	)		333		459			131		(257	)
COMERCIALIZADORA DE SERVICIOS FINANCIEROS, S.A.	COLOMBIA	SERVICES		—		99,98		99,98		98			444		318			95		31
COMPAÑIA CHILENA DE INVERSIONES, S.L.	SPAIN	PORTFOLIO		100,00		—		100,00		232.976			173.294		2.327			171.000		(33	)
COMPASS ASSET ACCEPTANCE COMPANY, LLC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		340.021			340.022		—			335.780		4.242
COMPASS AUTO RECEIVABLES CORPORATION	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		2.956			2.957		1			2.956		—
COMPASS BANCSHARES, INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		9.032.585			9.840.841		808.256			8.958.438		74.147
COMPASS BANK	UNITED STATES	BANKING		—		100,00		100,00		9.467.272			44.589.393		35.122.118			9.384.414		82.861
COMPASS BROKERAGE, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		23.611			24.942		1.332			22.503		1.107
COMPASS CAPITAL MARKETS, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		5.155.006			5.155.006		(1	)		5.083.289		71.718
COMPASS CUSTODIAL SERVICES, INC.	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1			1		—			1		—
COMPASS FINANCIAL CORPORATION	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		6.426			50.941		44.513			6.413		15
COMPASS GP,INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		32.242			40.732		8.490			31.943		299
COMPASS INSURANCE AGENCY, INC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		121.494			131.844		10.350			117.045		4.449
COMPASS INVESTMENTS, INC.	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1			1		—			1		—
COMPASS LIMITED PARTNER, INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		4.459.561			4.459.791		230			4.400.504		59.057
COMPASS LOAN HOLDINGS TRS, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		54.931			56.764		1.833			54.911		20
COMPASS MORTGAGE CORPORATION	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		1.813.229			1.814.207		976			1.801.193		12.038
COMPASS MORTGAGE FINANCING, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		25			25		—			25		—
COMPASS MULTISTATE SERVICES CORPORATION	UNITED STATES	SERVICES		—		100,00		100,00		2.654			2.702		47			2.655		—
COMPASS SOUTHWEST, LP	UNITED STATES	BANKING		—		100,00		100,00		3.652.411			3.653.804		1.392			3.597.815		54.597
COMPASS TEXAS ACQUISITION CORPORATION	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1.601			1.618		16			1.603		(1	)
COMPASS TEXAS MORTGAGE FINANCING, INC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		25			25		—			25		—
COMPASS TRUST II	UNITED STATES	NO ACTIVITY		—		100,00		100,00		—			1		—			1		—

F-135


					%of Voting Rights					*Thousands of Euros ()**
					controlled by the Bank						Investee Data
																	Profit
																	(Loss) for
									Net				Liabilities as				the Period
									Carrying		Assets as of		of		Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09		30.06.09

COMPASS TRUST IV	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		8		495.435		495.427		7		1
COMPASS WEALTH MANAGERS COMPANY	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1		1		—		1		—
COMUNIDAD FINANCIERA ÍNDICO, S.L.	SPAIN	SERVICES		—		100,00		100,00		349		322		33		369		(80	)
CONSOLIDAR A.F.J.P., S.A.	ARGENTINA	PENSIONS		46,11		53,89		100,00		50.068		51.132		6.952		44.806		(626	)
CONSOLIDAR ASEGURADORA DE RIESGOS DEL TRABAJO, S.A.	ARGENTINA	INSURANCES		87,50		12,50		100,00		32.407		172.070		138.237		31.972		1.861
CONSOLIDAR CIA. DE SEGUROS DE RETIRO, S.A.	ARGENTINA	INSURANCES		33,79		66,21		100,00		43.373		561.370		495.863		57.954		7.553
CONSOLIDAR COMERCIALIZADORA, S.A.	ARGENTINA	FINANCIAL SERV.		—		100,00		100,00		1.772		3.538		1.766		1.952		(180	)
CONTINENTAL BOLSA, SDAD. AGENTE DE BOLSA, S.A.	PERU	SECURITIES		—		100,00		100,00		2.659		6.023		3.363		2.318		342
CONTINENTAL DPR FINANCE COMPANY	CAYMAN ISLANDS	FINANCIAL SERV.		—		100,00		100,00		—		179.957		179.957		—		—
CONTINENTAL S.A. SOCIEDAD .ADMINISTRADORA DE FONDOS	PERU	FINANCIAL SERV.		—		100,00		100,00		5.756		6.580		824		5.636		120
CONTINENTAL SOCIEDAD TITULIZADORA, S.A.	PERU	FINANCIAL SERV.		—		100,00		100,00		394		469		77		387		5
CONTRATACION DE PERSONAL, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		1.673		6.971		5.299		1.322		350
CORPORACION DE ALIMENTACION Y BEBIDAS, S.A.	SPAIN	PORTFOLIO		—		100,00		100,00		138.508		165.492		2.697		162.122		673
CORPORACION GENERAL FINANCIERA, S.A.	SPAIN	PORTFOLIO		100,00		—		100,00		452.431		1.499.918		5.214		1.420.370		74.334
CORPORACION INDUSTRIAL Y DE SERVICIOS, S	SPAIN	PORTFOLIO		—		100,00		100,00		1.251		6.322		1.536		4.998		(212	)
DESARROLLADORA Y VENDEDORA DE CASAS, S.A	MEXICO	REAL ESTATE INSTR.		—		100,00		100,00		16		16		—		18		(2	)
DESARROLLO URBANISTICO DE CHAMARTIN, S.A.	SPAIN	REAL ESTATE		—		72,50		72,50		40.224		74.787		17.658		57.211		(82	)
DESITEL TECNOLOGIA Y SISTEMAS, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		1.375		1.383		8		1.347		28
DEUSTO, S.A. DE INVERSION MOBILIARIA	SPAIN	PORTFOLIO		—		100,00		100,00		14.122		17.593		1.544		15.997		52
DINERO EXPRESS SERVICIOS GLOBALES, S.A.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		28.421		1.076		1.841		1.957		(2.722	)
EL ENCINAR METROPOLITANO, S.A.	SPAIN	REAL ESTATE		—		98,93		98,93		5.642		7.333		1.983		5.326		24
EL OASIS DE LAS RAMBLAS, S.L.	SPAIN	REAL ESTATE		—		70,00		70,00		167		491		336		153		2
ELANCHOVE, S.A.	SPAIN	PORTFOLIO		100,00		—		100,00		1.500		3.878		1.563		2.337		(22	)
EMPRESA INSTANT CREDIT, C.A.	VENEZUELA	NO ACTIVITY		—		100,00		100,00		—		—		—		—		—
ESPANHOLA COMERCIAL E SERVIÇOS, LTDA.	BRAZIL	FINANCIAL SERV.		100,00		—		100,00		—		621		601		3.025		(3.005	)
ESTACION DE AUTOBUSES CHAMARTIN, S.A.	SPAIN	SERVICES		—		51,00		51,00		31		31		—		31		—

F-136


					%of Voting Rights					*Thousands of Euros ()**
					controlled by the Bank						Investee Data
																		Profit
																		(Loss) for
									Net				Liabilities as					the Period
									Carrying		Assets as of		of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09			30.06.09

EUROPEA DE TITULIZACION, S.A., S.G.F.T.	SPAIN	FINANCIAL SERV.		87,50		—		87,50		1.974		15.697		2.541		10.262			2.894
EXPLOTACIONES AGROPECUARIAS VALDELAYEGUA, S.A.	SPAIN	REAL ESTATE		—		100,00		100,00		9.121		8.691		8		9.112			(429	)
FIDEIC. Nº.711, EN BANCO INVEX, S.A. INSTITUCION DE BANCA MÚLTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO ANTES(FIDEICOMISO INVEX 1^a EMISION)	MEXICO	FINANCIAL SERV.		—		100,00		100,00		—		121.537		117.686		2.839			1.012
FIDEICOMISO 28991-8 TRADING EN LOS MCADOS FINANCIEROS	MEXICO	FINANCIAL SERV.		—		100,00		100,00		1.389		1.389		—		1.367			22
FIDEICOMISO 29764-8 SOCIO LIQUIDADOR POSICION DE TERCEROS	MEXICO	FINANCIAL SERV.		—		100,00		100,00		22.814		23.479		665		21.447			1.367
FIDEICOMISO 474031 MANEJO DE GARANTIAS	MEXICO	FINANCIAL SERV.		—		100,00		100,00		2		2		—		2			—
FIDEICOMISO BBVA BANCOMER SERVICIOS Nº F/47433-8, S.A.	MEXICO	FINANCIAL SERV.		—		100,00		100,00		32.113		56.507		24.393		33.640			(1.526	)
FIDEICOMISO N.847 EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. 4 EMISION)	MEXICO	FINANCIAL SERV.		—		100,00		100,00		26		292.018		294.252		(4.383	)		2.149
FIDEICOMISO Nº.402900-5 ADMINISTRACION DE INMUEBLES	MEXICO	FINANCIAL SERV.		—		100,00		100,00		2.399		2.585		190		2.395			—
FIDEICOMISO Nº.752 EN BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO(FIDEIC.INVEX 2^a EMISION)	MEXICO	FINANCIAL SERV.		—		100,00		100,00		—		55.208		53.804		966			438
FIDEICOMISO Nº.781en BANCO INVEX, S.A.,INSTITUCION DE BANCA MULTIPLE, INVEX GRUPO FINANCIERO, FIDUCIARIO (FIDEIC. 3ra EMISION)	MEXICO	FINANCIAL SERV.		—		100,00		100,00		—		297.290		298.285		(9.530	)		8.535
FIDEICOMISO SOCIO LIQUIDADOR DE OP.FINANC.DERIVADAS	MEXICO	FINANCIAL SERV.		—		100,00		100,00		14.682		15.070		387		14.176			507
FINANCEIRA DO COMERCIO EXTERIOR S.A.R.	PORTUGAL	NO ACTIVITY		100,00		—		100,00		51		37		—		37			—
FINANCIERA AYUDAMOS S.A. DE C.V., SOFOMER	MEXICO	FINANCIAL SERV.		—		100,00		100,00		4.900		5.521		620		4.785			116
FINANCIERA ESPAÑOLA, S.A.	SPAIN	PORTFOLIO		85,85		14,15		100,00		4.522		6.835		1		6.810			24
FINANZIA AUTORENTING, S.A.	SPAIN	SERVICES		—		100,00		100,00		13.561		602.026		613.874		8.282			(20.130	)
FINANZIA, BANCO DE CREDITO, S.A.	SPAIN	BANKING		—		100,00		100,00		96.201		7.082.364		6.948.477		194.457			(60.570	)
FRANCES ADMINISTRADORA DE INVERSIONES, S.A.	ARGENTINA	FINANCIAL SERV.		—		100,00		100,00		5.759		8.805		3.047		5.335			423

F-137


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank									Investee Data
																			Profit
																			(Loss) for
									Net					Liabilities as					the Period
									Carrying			Assets as of		of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09		30.06.09			30.06.09

FRANCES VALORES SOCIEDAD DE BOLSA, S.A.	ARGENTINA	FINANCIAL SERV.		—		100,00		100,00		1.369			2.342		974		1.734			(366	)
FUTURO FAMILIAR, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		292			829		539		196			94
GENTE BBVA, S.A.	CHILE	FINANCIAL SERV.		—		100,00		100,00		(112	)		7.052		7.164		(275	)		163
GESTION DE PREVISION Y PENSIONES, S.A.	SPAIN	PENSIONS		60,00		—		60,00		8.830			24.823		2.603		20.873			1.347
GESTION Y ADMINISTRACION DE RECIBOS, S.A.	SPAIN	SERVICES		—		100,00		100,00		150			3.353		1.055		1.887			411
GOBERNALIA GLOBAL NET, S.A.	SPAIN	SERVICES		—		100,00		100,00		947			2.915		1.549		1.303			63
GRAN JORGE JUAN, S.A.	SPAIN	REAL ESTATE		100,00		—		100,00		110.115			480.239		407.673		82.803			(10.237	)
GRANFIDUCIARIA	COLOMBIA	FINANCIAL SERV.		—		90,00		90,00		—			239		108		141			(10	)
GRELAR GALICIA, S.A.	SPAIN	PORTFOLIO		—		100,00		100,00		4.500			4.713		—		4.687			26
GRUPO FINANCIERO BBVA BANCOMER, S.A. DE	MEXICO	FINANCIAL SERV.		48,97		51,00		99,97		6.018.136			6.566.181		841		5.894.881			670.459
HIPOTECARIA NACIONAL MEXICANA INCORPORAT	UNITED STATES	REAL ESTATE INSTR.		—		100,00		100,00		179			272		104		206			(38	)
HIPOTECARIA NACIONAL, S.A. DE C.V.	MEXICO	FINANCIAL SERV.		—		100,00		100,00		137.314			225.926		66.258		154.773			4.895
HOLDING CONTINENTAL, S.A.	PERU	PORTFOLIO		50,00		—		50,00		123.678			564.233		7		442.903			121.323
HOLDING DE PARTICIPACIONES INDUSTRIALES 2000, S.A.	SPAIN	PORTFOLIO		—		100,00		100,00		3.618			4.483		—		4.470			13
HOMEOWNERS LOAN CORPORATION	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		7.482			7.967		485		7.571			(89	)
HUMAN RESOURCES PROVIDER	UNITED STATES	SERVICES		—		100,00		100,00		953.807			953.844		37		948.851			4.956
HUMAN RESOURCES SUPPORT, INC	UNITED STATES	SERVICES		—		100,00		100,00		952.407			952.438		31		947.529			4.878
HYDROX HOLDINGS, INC.	UNITED STATES	NO ACTIVITY		—		100,00		100,00		—			—		—		—			—
IBERDROLA SERVICIOS FINANCIEROS, E.F.C., S.A.	SPAIN	FINANCIAL SERV.		—		84,00		84,00		7.290			9.665		87		9.567			11

F-138


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank								Investee Data
																		Profit
																		(Loss) for
									Net		Assets as		Liabilities					the Period
									Carrying		of		as of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount		30.06.09		30.06.09		30.06.09			30.06.09

IBERNEGOCIO DE TRADE (before IBERTRADE, LTD.)	SPAIN	SERVICES		—		100,00		100,00		1.586		1.688		105		1.587			(4	)
INENSUR BRUNETE, S.L.	SPAIN	REAL ESTATE		—		100,00		100,00		48.715		105.962		83.936		22.468			(442	)
INGENIERIA EMPRESARIAL MULTIBA, S.A. DE C.V.	MEXICO	SERVICES		—		99,99		99,99		—		—		—		—			—
INMOBILIARIA BILBAO, S.A.	SPAIN	REAL ESTATE INSTR.		—		100,00		100,00		3.657		3.838		1		3.810			27
INMUEBLES Y RECUPERACION.CONTINENTAL,S.A	PERU	REAL ESTATE INSTR.		—		100,00		100,00		892		4.479		3.586		287			606
INVERAHORRO, S.L.	SPAIN	PORTFOLIO		100,00		—		100,00		474		522		4		516			2
INVERSIONES ALDAMA, C.A.	VENEZUELA	NO ACTIVITY		—		100,00		100,00		—		—		—		—			—
INVERSIONES BANPRO INTERNATIONAL INC. N.V.	NETHERLANDS ANTILLES	PORTFOLIO		48,00		—		48,00		11.390		29.708		1.008		23.456			5.244
INVERSIONES BAPROBA, C.A.	VENEZUELA	FINANCIAL SERV.		100,00		—		100,00		1.307		1.311		135		900			276
INVERSIONES P.H.R.4, C.A.	VENEZUELA	NO ACTIVITY		—		60,46		60,46		—		49		—		49			—
INVERSIONES T, C.A.	VENEZUELA	NO ACTIVITY		—		100,00		100,00		—		—		—		—			—
INVERSORA OTAR, S.A.	ARGENTINA	PORTFOLIO		—		99,96		99,96		2.156		40.766		503		36.314			3.949
INVESCO MANAGEMENT Nº 1, S.A.	LUXEMBOURG	FINANCIAL SERV.		—		100,00		100,00		10.016		10.836		513		9.986			337
INVESCO MANAGEMENT Nº 2, S.A.	LUXEMBOURG	FINANCIAL SERV.		—		100,00		100,00		—		11.238		19.306		(7.687	)		(381	)
JARDINES DE SARRIENA, S.L.	SPAIN	REAL ESTATE		—		85,00		85,00		255		501		162		338			1
LIQUIDITY ADVISORS, L.P	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		842.094		844.786		2.694		837.715			4.377
MARINA LLAR, S.L.	SPAIN	REAL ESTATE		—		100,00		100,00		19.071		53.557		39.970		19.071			(5.484	)
MARQUES DE CUBAS 21, S.L.	SPAIN	REAL ESTATE		100,00		—		100,00		2.869		7.561		5.786		1.838			(63	)
MEDITERRANIA DE PROMOCIONS I GESTIONS INMOBILIARIES, S.A.	SPAIN	NO ACTIVITY		—		100,00		100,00		779		1.388		205		1.197			(14	)
MERCURY TRUST LIMITED	CAYMAN ISLANDS	FINANCIAL SERV.		—		100,00		100,00		3.671		3.710		51		3.729			(70	)
MIRADOR DE LA CARRASCOSA, S.L.	SPAIN	REAL ESTATE		—		65,77		65,77		14.724		34.877		17.820		17.057			—
MISAPRE, S.A. DE C.V.	MEXICO	FINANCIAL SERV.		—		100,00		100,00		9.793		18.795		8.923		9.774			98
MONESTERIO DESARROLLOS, S.L.	SPAIN	REAL ESTATE		—		100,00		100,00		20.000		56.734		36.956		19.781			(3	)
MONTEALIAGA, S.A.	SPAIN	REAL ESTATE		—		100,00		100,00		21.154		97.490		69.808		27.702			(20	)
MULTIASISTENCIA OPERADORA S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		51		719		666		35			18
MULTIASISTENCIA SERVICIOS S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		135		1.565		1.430		18			117
MULTIASISTENCIA, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		9.843		20.581		9.635		9.697			1.249
MULTIVAL, S.A.	SPAIN	PORTFOLIO		—		100,00		100,00		67		233		137		98			(2	)
OCCIVAL, S.A.	SPAIN	NO ACTIVITY		100,00		—		100,00		8.211		10.011		145		9.818			48
OPCION VOLCAN, S.A.	MEXICO	REAL ESTATE INSTR.		—		100,00		100,00		53.235		56.791		3.558		50.939			2.294
OPPLUS OPERACIONES Y SERVICIOS, S.A. (before STURGES)	SPAIN	SERVICES		100,00		—		100,00		1.067		15.702		11.728		2.920			1.054

F-139


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank									Investee Data
																		Profit
																		(Loss) for
									Net			Assets as		Liabilities				the Period
									Carrying			of		as of		Equity		ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09		30.06.09		30.06.09

OPPLUS S.A.C	PERU	SERVICES		—		100,00		100,00		196			1.260		1.007		181		72
PARTICIPACIONES ARENAL, S.L.	SPAIN	NO ACTIVITY		—		100,00		100,00		6.458			7.964		421		6.683		860
PENSIONES BANCOMER, S.A. DE C.V.	MEXICO	INSURANCES		—		100,00		100,00		75.262			1.639.546		1.564.285		42.938		32.323
PERI 5.1 SOCIEDAD LIMITADA	SPAIN	REAL ESTATE		—		54,99		54,99		1			—		—		—		—
PHOENIX LOAN HOLDINGS, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		488.174			506.245		18.072		479.921		8.252
PI HOLDINGS NO. 1, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		29.163			29.174		11		29.584		(421	)
PI HOLDINGS NO. 3, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		8.717			8.902		185		8.845		(128	)
PI HOLDINGS NO. 4, INC.	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1			1		—		1		—
PORT ARTHUR ABSTRACT & TITLE COMPANY	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		1.830			2.198		367		2.129		(298	)
PREMEXSA, S.A. DE C.V.	MEXICO	FINANCIAL SERV.		—		100,00		100,00		375			620		245		345		30
PRESTACIONES ADMINISTRATIVAS LIMITADA — PROEX LIMITADA	CHILE	FINANCIAL SERV.		—		100,00		100,00		(74	)		617		773		3		(159	)
PREVENTIS, S.A.	MEXICO	INSURANCES		—		90,27		90,27		5.755			12.645		6.359		4.109		2.177
PROMOCION EMPRESARIAL XX, S.A.	SPAIN	PORTFOLIO		100,00		—		100,00		1.522			12.740		10.939		1.930		(129	)
PROMOTORA DE RECURSOS AGRARIOS, S.A.	SPAIN	SERVICES		100,00		—		100,00		139			125		—		125		—
PROMOTORA RESIDENCIAL GRAN EUROPA, S.L.	SPAIN	REAL ESTATE		—		58,50		58,50		254			430		2		426		2
PRO-SALUD, C.A.	VENEZUELA	SERVICES		—		58,86		58,86		—			—		—		—		—
PROVIDA INTERNACIONAL, S.A.	CHILE	PENSIONS		—		100,00		100,00		34.501			34.339		4		27.872		6.463
PROVINCIAL DE VALORES CASA DE BOLSA, C.A.	VENEZUELA	FINANCIAL SERV.		—		90,00		90,00		2.559			10.976		7.409		3.523		44
PROVINCIAL SDAD.ADMIN.DE ENTIDADES DE INV.COLECTIVA, C.A.	VENEZUELA	FINANCIAL SERV.		—		100,00		100,00		1.970			2.026		174		1.706		146
PROVIVIENDA, ENTIDAD RECAUDADORA Y ADMIN.DE APORTES, S.A.	BOLIVIA	PENSIONS		—		100,00		100,00		542			2.441		1.856		515		70

F-140


			%of Voting Rights							*Thousands of Euros ()**
			controlled by the Bank									Investee Data
																			Profit
																			(Loss) for
									Net					Liabilities					the Period
									Carrying			Assets as of		as of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09		30.06.09			30.06.09

PROXIMA ALFA INVESTMENTS (IRELAND) LIMITED	IRELAND	FINANCIAL SERV.		—		100,00		100,00		125			403		51		353			(1	)
PROXIMA ALFA INVESTMENTS (UK) LLP	UNITED KINGDOM	FINANCIAL SERV.		—		51,00		51,00		—			1.330		1.560		158			(388	)
PROXIMA ALFA INVESTMENTS (USA) LLC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		—			17.231		27.708		(8.848	)		(1.629	)
PROXIMA ALFA INVESTMENTS HOLDINGS (USA) II INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		—			4		4		—			—
PROXIMA ALFA INVESTMENTS HOLDINGS (USA) INC.	UNITED STATES	PORTFOLIO		—		100,00		100,00		2.472			2.507		—		2.507			—
PROXIMA ALFA INVESTMENTS, SGIIC, S.A.	SPAIN	FINANCIAL SERV.		100,00		—		100,00		16.785			10.367		3.129		11.144			(3.906	)
PROXIMA ALFA MANAGING MEMBER LLC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		2			1		1		—			—
PROXIMA ALFA SERVICES LTD.	UNITED KINGDOM	FINANCIAL SERV.		—		100,00		100,00		2.292			1.922		269		1.652			1
PROYECTO MUNDO AGUILON, S.L	SPAIN	REAL ESTATE		—		100,00		100,00		9.317			24.538		1.967		23.002			(431	)
PROYECTOS EMPRESARIALES CAPITAL RIESGO I, S.C.R, SIMP. S.A.	SPAIN	VENTURE CAPITAL		100,00		—		100,00		138.522			136.803		877		132.114			3.812
PROYECTOS INDUSTRIALES CONJUNTOS, S.A. D	SPAIN	PORTFOLIO		—		100,00		100,00		3.148			6.503		3.255		3.297			(49	)
RESIDENCIAL CUMBRES DE SANTA FE, S.A. DE	MEXICO	REAL ESTATE		—		100,00		100,00		9.053			10.814		2.164		8.782			(132	)
RIVER OAKS BANK BUILDING, INC.	UNITED STATES	REAL ESTATE INSTR.		—		100,00		100,00		15.025			15.749		724		14.730			295
RIVER OAKS TRUST CORPORATION	UNITED STATES	NO ACTIVITY		—		100,00		100,00		1			1		—		1			—
RIVERWAY HOLDINGS CAPITAL TRUST I	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		221			7.340		7.120		207			13
S.GESTORA FONDO PUBL.REGUL.MERCADO HIPOT	SPAIN	FINANCIAL SERV.		77,20		—		77,20		138			213		67		146			—
SCALDIS FINANCE, S.A.	BELGIUM	PORTFOLIO		—		100,00		100,00		3.416			3.656		137		3.519			—
SEGUROS BANCOMER, S.A. DE C.V.	MEXICO	INSURANCES		24,99		75,01		100,00		281.821			1.842.151		1.667.576		111.021			63.554
SEGUROS PROVINCIAL, C.A.	VENEZUELA	INSURANCES		—		100,00		100,00		26.256			50.224		23.960		14.320			11.944
SERVICIOS CORPORATIVOS BANCOMER, S.A. DE	MEXICO	SERVICES		—		100,00		100,00		(716	)		1.519		2.245		95			(821	)
SERVICIOS CORPORATIVOS DE SEGUROS, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		690			3.235		2.545		453			237
SERVICIOS EXTERNOS DE APOYO EMPRESARIAL, S.A DE C.V.	MEXICO	SERVICES		—		100,00		100,00		2.754			5.443		2.690		2.392			361
SERVICIOS TECNOLOGICOS SINGULARES, S.A.	SPAIN	SERVICES		—		100,00		100,00		103			9.977		9.919		502			(444	)
SMARTSPREAD LIMITED (UK)	UNITED KINGDOM	SERVICES		—		63,52		63,52		—			102		18		95			(11	)
SOCIEDAD DE ESTUDIOS Y ANALISIS FINANC.,S.A.	SPAIN	COMERCIAL		100,00		—		100,00		114.518			195.684		1.124		194.467			93
SOCIETE INMOBILIERE BBV D’ILBARRIZ	FRANCE	REAL ESTATE		—		100,00		100,00		1.589			1.744		33		1.739			(28	)
SOUTHEAST TEXAS TITLE COMPANY	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		504			674		170		700			(196	)
SPORT CLUB 18, S.A.	SPAIN	PORTFOLIO		100,00		—		100,00		21.923			38.299		17.043		21.788			(532	)
ST. JOHNS INVESTMENTS MANAGMENT CO.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		3.547			3.661		114		3.600			(53	)
STATE NATIONAL CAPITAL TRUST I	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		333			10.944		10.612		325			7
STATE NATIONAL STATUTORY TRUST II	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		220			7.304		7.084		215			5

F-141


			%of Voting Rights									*Thousands of Euros ()**
			controlled by the Bank											Investee Data
																			Profit
																			(Loss) for
									Net			Assets as		Liabilities					the Period
									Carrying			of		as of		Equity			ended
Company	Location	Activity	Direct		Indirect		Total		Amount			30.06.09		30.06.09		30.06.09			30.06.09

STAVIS MARGOLIS ADVISORY SERVICES, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		20.212			20.634		422		20.041			171
TEXAS LOAN SERVICES, LP.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		834.486			835.001		516		829.456			5.029
TEXAS REGIONAL STATUTORY TRUST I	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		1.096			36.518		35.422		1.072			24
TEXASBANC CAPITAL TRUST I	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		552			18.364		17.813		539			12
TRAINER PRO GESTION DE ACTIVIDADES, S.A.	SPAIN	REAL ESTATE INSTR.		—		100,00		100,00		2.886			3.256		—		3.238			18
TRANSITORY CO	PANAMA	REAL ESTATE INSTR.		—		100,00		100,00		147			1.741		1.593		148			—
TUCSON LOAN HOLDINGS, INC.	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		454.658			454.736		79		455.463			(806	)
TWOENC, INC	UNITED STATES	FINANCIAL SERV.		—		100,00		100,00		(1.101	)		1.056		2.158		(1.101	)		(1	)
UNICOM TELECOMUNICACIONES S.DE R.L. DE C.V.	MEXICO	SERVICES		—		99,98		99,98		—			3		3		—			—
UNIDAD DE AVALUOS MEXICO, SA DE CV	MEXICO	FINANCIAL SERV.		—		100,00		100,00		1.332			1.707		689		891			127
UNITARIA GESTION DE PATRIMONIOS INMOBILIARIOS	SPAIN	SERVICES		—		100,00		100,00		2.410			2.642		25		2.601			16
UNIVERSALIDAD — BANCO GRANAHORRAR	COLOMBIA	FINANCIAL SERV.		—		100,00		100,00		—			3.769		3.331		(337	)		775
UNIVERSALIDAD “E5”	COLOMBIA	FINANCIAL SERV.		—		100,00		100,00		—			4.489		3.018		1.402			69
UNIVERSALIDAD TIPS PESOS E-9	COLOMBIA	FINANCIAL SERV.		—		100,00		100,00		—			84.126		83.091		(524	)		1.559
UNO-E BANK, S.A.	SPAIN	BANKING		67,35		32,65		100,00		174.751			1.418.278		1.296.403		134.199			(12.324	)
URBANIZADORA SANT LLORENC, S.A.	SPAIN	NO ACTIVITY		60,60		—		60,60		—			108		—		108			—
VALANZA CAPITAL RIESGO S.G.E.C.R. S.A. UNIPERSONAL	SPAIN	VENTURE CAPITAL		100,00		—		100,00		1.200			18.371		4.196		7.171			7.004
VIRTUAL DOC, S.L.	SPAIN	SERVICES		—		70,00		70,00		467			750		369		504			(123	)
VISACOM, S.A. DE C.V.	MEXICO	SERVICES		—		100,00		100,00		952			953		2		886			65

F-142

APPENDIX III. BBVA Group’s securitization funds

(thousands of euros)

TOTAL SECURITIZED

ORIGINATION DATE

EXPOSURES AT THE

SECURITIZED EXPOSURES

SECURITIZATION

COMPANY

(month/year)

ORIGINATION DATE

TOTAL

BBVA AUTOS I FTA

BBVA, S.A.

10/2004

1.000.000

263.137

BBVA-3 FTPYME FTA

BBVA, S.A.

11/2004

1.000.000

196.971

BBVA HIPOTECARIO 3 FTA

BBVA, S.A.

06/2005

1.450.000

541.290

BBVA-4 PYME FTA

BBVA, S.A.

09/2005

1.250.000

265.329

BBVA AUTOS 2 FTA

BBVA, S.A.

12/2005

1.000.000

560.188

GAT FTGENCAT 2005 FTA

BBVA, S.A.

12/2005

700.000

77.160

BBVA CONSUMO 1 FTA

BBVA, S.A.

05/2006

1.500.000

875.788

BBVA-5 FTPYME FTA

BBVA, S.A.

10/2006

1.900.000

787.073

BBVA CONSUMO 2 FTA

BBVA, S.A.

11/2006

1.500.000

1.112.321

BBVA RMBS 1 FTA

BBVA, S.A.

02/2007

2.500.000

1.987.565

BBVA RMBS 2 FTA

BBVA, S.A.

03/2007

5.000.000

3.962.810

BBVA LEASING 1 FTA

BBVA, S.A.

06/2007

2.500.000

1.855.457

BBVA-6 FTPYME FTA

BBVA, S.A.

06/2007

1.500.000

811.254

BBVA RMBS 3 FTA

BBVA, S.A.

07/2007

3.000.000

2.584.356

BBVA EMPRESAS 1 FTA

BBVA, S.A.

11/2007

1.450.000

817.503

BBVA RMBS 4 FTA

BBVA, S.A.

11/2007

4.900.000

4.084.922

BBVA-7 FTGENCAT FTA

BBVA, S.A.

02/2008

250.000

165.165

BBVA CONSUMO 3 FTA

BBVA, S.A.

04/2008

975.000

260.669

BBVA RMBS 5 FTA

BBVA, S.A.

05/2008

5.000.000

4.564.105

BBVA-8 FTPYME FTA

BBVA, S.A.

07/2008

1.100.000

873.011

BBVA RMBS 6 FTA

BBVA, S.A.

11/2008

4.995.000

4.705.067

BBVA RMBS 7 FTA

BBVA, S.A.

11/2008

8.500.000

7.824.930

BBVA-FINANZIA AUTOS 1 FTA

FINANZIA BANCO DE CREDITO, S.A.

04/2007

800.000

569.007

BBVA CONSUMO 3 FTA

FINANZIA BANCO DE CREDITO, S.A.

04/2008

975.000

565.363

BCL MUNICIPIOS I FTA

BBVA, S.A.

06/2000

1.205.000

237.240

HIPOTECARIO 2 FTH

BBVA, S.A.

12/1998

1.051.771

104.765

BBVA-2 FTPYME ICO FTA

BBVA, S.A.

12/2000

900.000

31.821

GC GENCAT II FTA

BBVA, S.A.

03/2003

950.000

19.300

BBVA-1 F.T.A.

BBVA, S.A.

02/2000

1.112.800

73.698

BBVA EMPRESAS 2 FTA

BBVA, S.A.

03/2009

2.850.000

2.631.844

2 PS Interamericana

BBVA CHILE

09/2004

17.178

6.358

2 PS Interamericana

BBVA SDAD. LEASING HABITACIONAL BHIF

09/2004

11.552

8.599

1 PS Security

BBVA SDAD. LEASING HABITACIONAL BHIF

03/2000

8.687

—

2 PS RBS (ex ABN)

BBVA SDAD. LEASING HABITACIONAL BHIF

09/2001

7.510

4.291

11 PS BICE

FORUM SERVICIOS FINANCIEROS (*)

03/2005

30.384

—

F-143

APPENDIX V

ADDITIONAL INFORMATION ON INVESTMENTS AND JOINTLY CONTROLLED

COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD IN THE BANCO BILBAO VIZCAYA ARGENTARIA GROUP


			% of voting rights						Thousands of euros
			controllend by the Bank								Investee Data
									Net
									Carrying								Profit
Company	Location	Activity	Direct		Indirect		Total		amount		Assets		Liabilities		Equity		(loss)

ADQUIRA ESPAÑA, S.A.	SPAIN	SERVICES		—		40.00		40.00		3,928		20,609		11,181		8,401		1,027	(2)
ALMAGRARIO, S.A.	COLOMBIA	SERVICES		—		35.38		35.38		4,013		26,494		5,200		18,126		3,168	(3)
AUREA, S.A. (CUBA)	CUBA	REAL STATE		—		49.00		49.00		4,014		8,859		484		8,336		39	(2)
BBVA ELCANO EMPRESARIAL II, S.C.R., S.A.	SPAIN	VENTURE CAPITAL		45.00		—		45.00		53,604		84,607		423		88,622		(4,438)	(2)
BBVA ELCANO EMPRESARIAL, S.C.R., S.A.	SPAIN	VENTURE CAPITAL		45.00		—		45.00		53,595		84,603		423		88,617		(4,437)	(3)
CAMARATE GOLF, S.A.(*)	SPAIN	REAL STATE		—		26.00		26.00		5,174		79,603		61,767		17,881		(46)	(2)
CITIC INTERNATIONAL FINANCIAL HOLDINGS LIMITED CIFH	HONG-KONG	FINANCIAL SERV.		29.68		—		29.68		573,565		13,911,177		10,366,544		2,436,101		1,108,532	(1) (2)
COMPAÑIA ESPAÑOLA DE FINANCIACION DEL DESARROLLO S.A.	SPAIN	FINANCIAL SERV.		21.82		—		21.82		11,724		63,052		12,600		48,248		2,204	(3)
COMPAÑIA MEXICANA DE PROCESAMIENTO, S.A. DE C.V.	MEXICO	SERVICES		—		50.00		50.00		3,555		8,338		1,875		5,416		1,047	(2)
CORPORACION IBV PARTICIPACIONES EMPRESARIALES, S.A.(*)	SPAIN	PORTFOLIO		—		50.00		50.00		274,823		1,196,635		298,600		317,025		581,010	(1) (2)
DISTRANSA RENTRUCKS, S.A.(*)	SPAIN	SERVICES		—		50.00		50.00		13,640		16,305		15,069		806		430	(3)
ECONTA GESTION INTEGRAL, S.L.(*)	SPAIN	SERVICES		—		70.08		70.08		3,517		2,492		443		3,981		(1,932)	(2)
FERROMOVIL 3000, S.L.(*)	SPAIN	SERVICES		—		20.00		20.00		5,089		632,971		603,297		29,977		(303)	(3)
FERROMOVIL 9000, S.L.(*)	SPAIN	SERVICES		—		20.00		20.00		3,453		366,389		347,594		18,773		22	(3)
FIDEIC. F 404015 0 BBVA BANCOMER LOMAS III	MEXICO	REAL STATE		—		25.00		25.00		2,689		—		—		—		—	(4)
FIDEICOMISO F/70191-2 PUEBLA (*)	MEXICO	REAL STATE		—		25.00		25.00		7,784		44,360		11,668		28,189		4,503	(2)
FIDEICOMISO F/403853-5 BBVA BANCOMER SERVICIOS ZIBATA (*)	MEXICO	REAL STATE		—		30.00		30.00		20,530		—		—		—		—	(4)
FIDEICOMISO F/401555-8 CUATRO BOSQUES (*)	MEXICO	REAL STATE		—		50.00		50.00		4,188		8,072		14		8,055		3	(2)
FIDEICOMISO HARES BBVA BANCOMER F/47997-2 (*)	MEXICO	REAL STATE		—		50.00		50.00		14,104		29,076		388		27,669		1,019	(2)
GRUPO PROFESIONAL PLANEACION Y PROYECTOS, S.A. DE C.V.(*)	MEXICO	SERVICES		—		44.39		44.39		7,409		25,201		16,671		7,468		1,062	(1) (2)
HESTENAR, S.L.(*)	SPAIN	REAL STATE		—		43.34		43.34		6,226		27,644		23,351		5,866		(1,573)	(3)

F-146


			% of voting rights						Thousands of euros
			controllend by the Bank								Investee Data
									Net
									Carrying								Profit
Company	Location	Activity	Direct		Indirect		Total		amount		Assets		Liabilities		Equity		(loss)

I+D MEXICO, S.A. DE C.V.(*)	MEXICO	SERVICES		—		50.00		50.00		16,037		68,938		40,625		23,434		4,879	(2)
IMOBILIARIA DUQUE D’AVILA, S.A. (*)	PORTUGAL	REAL STATE		—		50.00		50.00		5,122		26,138		16,504		9,848		(214)	(5)
INMUEBLES MADARIAGA PROMOCIONES, S.L.(*)	SPAIN	REAL STATE		50.00		—		50.00		3,707		18,717		4,055		6,313		8,349	(3)
JARDINES DEL RUBIN, S.A.(*)	SPAIN	REAL STATE		—		50.00		50.00		2,563		15,579		2,320		9,623		3,636	(2)
LA ESMERALDA DESARROLLOS, S.L.(*)	SPAIN	REAL STATE		—		25.00		25.00		4,998		74,563		57,113		20,100		(2,650)	(3)
LAS PEDRAZAS GOLF, S.L.(*)	SPAIN	REAL STATE		—		50.00		50.00		14,399		74,949		45,204		31,837		(2,092)	(3)
MONTEALMENARA GOLF, S.L.(*)	SPAIN	REAL STATE		—		50.00		50.00		2,620		86,561		51,518		15,606		19,437	(5)
OCCIDENTAL HOTELES MANAGEMENT, S.L.	SPAIN	SERVICES		—		38.53		38.53		125,319		917,019		543,599		387,477		(14,057)	(1) (3)
PARQUE REFORMA SANTA FE, S.A. DE C.V.	MEXICO	REAL STATE		—		30.00		30.00		4,387		66,363		55,103		9,923		1,337	(2)
PROMOTORA METROVACESA, S.L.	SPAIN	REAL STATE		—		50.00		50.00		8,819		76,015		61,525		16,486		(1,995)	(3)
ROMBO COMPAÑIA FINANCIERA, S.A.	ARGENTINA	FINANCIAL SERV.		—		40.00		40.00		8,130		121,179		101,955		15,472		3,752	(2)
SERVICIOS DE ADMINISTRACION PREVISIONAL, S.A.	CHILE	PENSIONS		—		37.87		37.87		2,244		7,977		2,824		7,871		(2,718)	(2)
SERVICIOS ELECTRONICOS GLOBALES, S.A. DE C.V.	MEXICO	SERVICES		—		46.14		46.14		4,242		12,571		3,902		7,964		705	(2)
SERVICIOS ON LINE PARA USUARIOS MULTIPLES, S.A. (SOLIUM)(*)	SPAIN	SERVICES		—		66.67		66.67		3,554		7,842		4,941		2,699		203	(2)
SERVIRED SOCIEDAD ESPAÑOLA DE MEDIOS DE PAGO, S.A.	SPAIN	FINANCIAL SERV.		20.50		0.93		21.43		22,466		54,138		4,512		49,394		232	(3)
TELEFONICA FACTORING, S.A.	SPAIN	FINANCIAL SERV.		30.00		—		30.00		2,651		76,165		65,833		6,848		3,484	(2)
TUBOS REUNIDOS, S.A.	SPAIN	INDUSTRIAL		—		23.87		23.87		54,827		762,413		405,924		271,388		85,101	(1) (3)
VITAMEDICA S.A DE C.V.(*)	MEXICO	INSURANCE		—		50.99		50.99		2,452		9,794		4,221		5,491		82	(3)

OTHER COMPANIES										42,022

							TOTAL			1,407,183		19,113,409		13,249,268		4,065,331		1,798,810

Data relating to the lastest financial statements approved at the date of preparation of these notes to the consolidated financial statements.

For the companies abroad the exchange rates rulig at the reference date are applied.


(1)		Consolidated Data

(2)		Financial statements as of December 31, 2008

(3)		Financial statements as of December 31, 2007

(4)		New incorporation

(5)		Financial statements as of December 31, 2006

(*)		Jointly controlled entities accounted for using the equity method

F-147

APPENDIX VI. Changes and notification of investments in the BBVA Group for the six months ended June 30, 2009

APPENDIX VI. Changes and notification of investments in the BBVA Group in 2008

thousands of euros

BUSINESS COMBINATIONS AND OTHER ACQUISITIONS OR INCREASE OF INTEREST OWNERSHIP IN CONSOLIDATED SUBSIDIARIES AND JOINTLY CONTROLLED COMPANIES ACCOUNTED FOR USIN THE PROPORTIONATE METHOD

Price paid in

Fair value

the

of equity

transaction

instruments

%Voting rights

+ expenses

issued for

Voting

directly

the

Acquired

rights

attributable

acquisition

in the

controlled

Type of

to the

of the

period

after the

Effective date (or

Company

transaction

Activity

acquisition

company

(net)

acquisition

notification date)

FIDEICOMISO 28991-8 TRADING EN LOS MCADOS FINANCIEROS

ACQUISITION

FINANCIAL SERV.

1.212

100,000

28/01/2009

UNIVERSALIDAD TIPS PESOS E-9

FOUNDING

FINANCIAL SERV.

—

100,000

29/01/2009

EUROPEA DE TITULIZACION, S.A. S.G.F.T.

ACQUISITION

FINANCIAL SERV.

159

1,516

87,504

28/02/2009

ANIDA INMUEBLES ESPAÑA Y PORTUGAL, S.L.

FOUNDING

REAL ESTATE

100,000

17/03/2009

COMPASS TRUST IV

FOUNDING

FINANCIAL SERV.

100,000

27/03/2009

BBVA CONSULTING(BEIJING) LIMITED

FOUNDING

FINANCIAL SERV.

400

100,000

28/05/2009

MIRADOR DE LA CARRASCOSA, S.L.*

ACQUISITION

REAL ESTATE

5.000

9,865

65,769

30/06/2009


*		Notifications

F-148

APPENDIX VI. Changes and notification of investments in the BBVA Group for the six months ended June 30, 2009

BUSINESS COMBINATIONS AND OTHER ACQUISITIONS OR INCREASE OF INTEREST OWNERSHIP IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

Price paid in

Fair value

the

of equity

transaction

instruments

%Voting rights

+ expenses

issued for

Voting

directly

the

Acquired

rights

attributable

acquisition

in the

controlled

Type of

to the

of the

period

after the

Effective date (or

Company

transaction

Activity

acquisition

company

(net)

acquisition

notification date)

FIDEIC.F/404015-0 BBVA BANCOMER LOMAS III

FOUNDING

REAL ESTATE

2.689

25,000

18/06/2009

OPERADORA ZIBATA S.DE RL.L. DE C.V.

FOUNDING

REAL ESTATE

30,000

25,000

30/06/2009

CORPORACION SUICHE 7B, C.A.

ACQUISITION

FINANCIAL SERV.

497

19,795

30/06/2009

CAJA VENEZOLANA DE VALORES, S.A.

ACQUISITION

FINANCIAL SERV.

192

16,093

30/06/2009

ECONTA GESTION INTEGRAL, S.L.*

ACQUISITION

SERVICES

822

6,864

70,085

30/06/2009


*		Notifications

F-149

APPENDIX VII. Subsidiaries fully consolidated with more than 10% owned by non-Group shareholders


		% of voting rights
		Controlled by the bank
Company	Activity	Direct		Indirect		Total

ALTITUDE INVESTMENTS LIMITED	FINANCIAL SERVICES		51.00		—		51.00
ALTURA MARKETS, SOCIEDAD DE VALORES, S.A.	BROKERING		50.00		—		50.00
BANCO BILBAO VIZCAYA ARGENTARIA CHILE, S.A.	BANKING		—		68.18		68.18
BANCO PROVINCIAL S.A. — BANCO UNIVERSAL	BANKING		1.85		53.75		55.60
BBVA & PARTNERS ALTERNATIVE INVESTMENT A.V., S.A.	BROKERING		70.00		0.00		70.00
BBVA INMOBILIARIA E INVERSIONES, S.A.	REAL STATE INST.		—		68.11		68.11
DESARROLLO URBANISTICO DE CHAMARTIN, S.A.	REAL STATE		—		72.50		72.50
EL OASIS DE LAS RAMBLAS, S.L.	REAL STATE		—		70.00		70.00
ESTACION DE AUTOBUSES CHAMARTIN, S.A.	SERVICES		—		51.00		51.00
GESTION DE PREVISION Y PENSIONES, S.A.	PENSIONS		60.00		—		60.00
HOLDING CONTINENTAL, S.A.	PORTFOLIO		50.00		—		50.00
IBERDROLA SERVICIOS FINANCIEROS, E.F.C., S.A.	FINANCIAL SERVICES		—		84.00		84.00
INVERSIONES BANPRO INTERNATIONAL INC. N.V.	PORTFOLIO		48.00		—		48.00
INVERSIONES P.H.R.4, C.A.	REAL STATE		—		60.46		60.46
JARDINES DE SARRIENA, S.L.	REAL STATE		—		85.00		85.00
MIRADOR DE LA CARRASCOSA, S.L.	REAL STATE		—		65.77		65.77
PERI 5.1 SOCIEDAD LIMITADA	REAL STATE		—		54.99		54.99
PROMOTORA RESIDENCIAL GRAN EUROPA, S.L.	REAL STATE		—		58.50		58.50
PRO-SALUD, C.A.	SERVICES		—		58.86		58.86
PROVINCIAL DE VALORES CASA DE BOLSA, C.A.	FINANCIAL SERVICES		—		90.00		90.00
SMARTSPREAD LIMITED	SERVICES		—		63.52		63.52
VIRTUAL DOC, S.L.	SERVICES		—		70.00		70.00

F-152

APPENDIX VIII. Detail of the most significant issuances, repurchases or refunds of debt instruments issued by the bank or entities of the Group as of June 30, 2009 and December 31, 2008


		Millions of euros
						Prevailing
						interest rate
ISSUER	Currency	June-09		December-08		June 30, 2009			Maturity date

ISSUES IN EUROS
BBVA
july-96	EUR		27		27		9,37	%	22-Dec
november-03	EUR		750		750		4,50	%	12-Nov
october-04	EUR		992		992		4,37	%	20-Oct
february-07	EUR		297		297		4,50	%	16-Feb
may-08	EUR		125		125		6,03	%	3-Mar
july-08	EUR		100		100		6,20	%	4-Jul
*BBVA CAPITAL FUNDING, LTD. ()**
october-97	EUR		229		229		6,00	%	24-Dec
july-99	EUR		73		73		6,35	%	16-Oct
february-00	EUR		442		442		6,38	%	25-Feb
october-01	EUR		60		60		5,73	%	10-Oct
october-01	EUR		40		40		6,08	%	10-Oct
october-01	EUR		50		50		2,03	%	15-Oct
november-01	EUR		55		55		2,07	%	2-Nov
december-01	EUR		56		56		1,94	%	20-Dec
*BBVA SUBORDINATED CAPITAL, S.A.U. ()**
may-05	EUR		495		484		1,55	%	23-May
october-05	EUR		150		150		1,75	%	13-Oct
october-05	EUR		250		250		1,66	%	20-Oct
october-06	EUR		955		1.000		1,70	%	24-Oct
april-07	EUR		750		750		1,72	%	3-Apr
april-07	EUR		100		100		3,43	%	4-Apr
may-08	EUR		50		50		4,75	%	19-May
july-08	EUR		20		20		6,11	%	22-Jul
BBVA BANCOMER, S.A. de C.V.
may-07	EUR		589		610		4,80	%	17-May
ALTURA MARKETS A.V., S.A.
november-07	EUR		3		3		3,27	%	29-Nov
EMISIONES EN MONEDA EXTRANJERA
BBVA PUERTO RICO, S.A.
september-04	USD		35		36		4,20	%	23-Sep
september-06	USD		26		27		5,76	%	29-Sep
september-06	USD		21		22		1,16	%	29-Sep
*BBVA GLOBAL FINANCE, LTD. ()**
december-95	USD		142		144		7,00	%	1-Dec
december-95	USD		—				—		9-May
BANCO BILBAO VIZCAYA ARGENTARIA, CHILE	CLP		330		287	Several			Several
BBVA BANCOMER, S.A. de C.V.
july-05	USD		283		360		5,38	%	22-Jul
september-06	MXN		135		130		6,04	%	18-Sep
may-07	USD		354		360		6,01	%	17-May
july-08	MXN		65		62		5,91	%	16-Jul
october-08	MXN		163		156		6,16	%	24-Sep
december-08	MXN		148		1		6,35	%	26-Nov
january-09	MXN		2		142		6,35	%	26-Nov
february-09	MXN		2		—		6,35	%	26-Nov
march-09	MXN		1		—		6,35	%	26-Nov
april-09	MXN		1		—		6,35	%	26-Nov
june-09	MXN		141		—		6,70	%	7-Jun

F-153


		Millions of euros
						Prevailing interest
ISSUER	Currency	June-09		December-08		rate June 30, 2009			Maturity date

BBVA CAPITAL FUNDING, LTD.
october-95	JPY		74		79		6,00	%	26-Oct
BBVA SUBORDINATED CAPITAL, S.A.U.
october-05	JPY		148		159		2,75	%	22-Oct
october-05	GBP		320		315		1,70	%	21-Oct
march-06	GBP		352		315		5,00	%	31-Mar
march-07	GBP		293		262		5,75	%	11-Mar
RIVERWAY HOLDING CAPITAL TRUST I
march-01	USD		7		7		10,18	%	8-Jun
TEXAS REGIONAL STATUTORY TRUST I
february-04	USD		35		36		3,46	%	17-Mar
STATE NATIONAL CAPITAL TRUST I
july-03	USD		11		11		4,28	%	30-Sep
STATE NATIONAL STATUTORY TRUST II
march-04	USD		7		7		3,40	%	17-Mar
TEXASBANC CAPITAL TRUST I
july-04	USD		18		18		3,70	%	23-Jul
COMPASS BANK
august-99	USD		124		128		8,10	%	15-Aug
april-99	USD		—		72		6,45	%	1-May
march-05	USD		198		201		5,50	%	1-Apr
march-06	USD		183		186		5,90	%	1-Apr
september-07	USD		246		250		6,40	%	1-Oct
BBVA COLOMBIA, S.A.
august-06	COP		131		128		11,86	%	28-Aug
BBVA PARAGUAY, S.A.
Several	PYG		2		2	Several			Several
Several	USD		6		6	Several			Several
BANCO CONTINENTAL, S.A.
december-06	USD		21		22		2,97	%	15-Feb
may-07	PEN		9		9		5,85	%	7-May
may-07	USD		14		14		6,00	%	14-May
june-07	PEN		14		14		3,47	%	18-Jun
september-07	USD		14		14		2,91	%	24-Sep
november-07	PEN		13		12		3,56	%	19-Nov
february-08	USD		14		14		6,47	%	28-Feb
june-08	USD		21		22		4,97	%	15-Jun
july-08	PEN		11		11		3,06	%	8-Jul
september-08	PEN		12		12		3,09	%	9-Sep
november-08	USD		14		14		4,02	%	15-Feb
december-08	PEN		7		7		4,19	%	15-Dec

TOTAL			10.826		10.785


(*)		Issues of BBVA Capital Funding, Ltd., BBVA Subordinate Capital, S.A.U and BBVA Global Finance, Ltd., are supported, as a subordinate, by the Bank.

F-154

APPENDIX IX. GLOSSARY OF TERMS


Adjusted acquisition cost		The acquisition cost of the securities less accumulated amortizations, plus interest accrued, but not net of any other valuation adjustments.

Amortized cost		The amortized cost of a financial asset is the amount at which it was measured at initial recognition minus principal repayments, plus or minus, as warranted, the cumulative amount taken to profit or loss using the effective interest rate method of any di

Assets leased out under operating lease		Lease arrangements that are not finance leases are designated operating leases.

Associates		Companies in which the Group is able to exercise significant influence, without having control. Significant influence is deemed to exist when the Group owns 20% or more of the voting rights of an investee directly or indirectly.

Available-for-sale financial assets		Available-for-sale (AFS) financial assets are debt securities that are not classified as held-to-maturity investments or as financial assets designated at fair value through profit or loss (FVTPL) and equity instruments that are not subsidiaries, associat

Basic earnings per share		Calculated by dividing profit or loss attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period

Business combination		The merger of two or more entities or independent businesses into a single entity or group of entities.

Cash flow hedges		Derivatives that hedge the exposure to variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and could effect profit or loss.

Commissions and fees		Income and expenses relating to commissions and similar fees are recognized in the consolidated income statement using criteria that vary according to their nature. The most significant income and expense items in this connection are:

		• Feed and commissions relating linked to financial assets and liabilities measured at fair value through profit or loss, which are recognized when collected.

		• Fees and commissions arising from transactions or services that are provided over a period of time, which are recognized over the life of these transactions or services.

		• Fees and commissions generated by a single act are accrued upon execution of that act.

Contingencies		Current obligations arising as a result of past events, certain in terms of nature at the balance sheet date but uncertain in terms of amount and/or cancellation date, settlement of which is deemed likely to entail an outflow of resources embodying econom

Contingent commitments		Possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

Contingent risks		Transactions through which the entity guarantees commitments assumed by third parties in respect of financial guarantees granted or other types of contracts.

Current tax assets		Taxes recoverable over the next twelve months.

Current tax liabilities		Corporate income tax payable on taxable profit for the year and other taxes payable in the next twelve months.

Debt obligations/certificates		Obligations and other interest-bearing securities that create or evidence a debt on the part of their issuer, including debt securities issued for trading among an open group of investors, that accrue interest, implied or explicit, whose rate, fixed or be

Deferred tax assets		Taxes recoverable in future years, including loss carryforwards or tax credits for deductions and tax rebates pending application.

Deferred tax liabilities		Income taxes payable in subsequent years.

Defined benefit commitments		Post-employment obligation under which the entity, directly or indirectly via the plan, retains the contractual or implicit obligation to pay remuneration directly to employees when required or to pay additional amounts if the insurer, or other entity req

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Defined contribution commitments		Defined contribution plans are retirement benefit plans under which amounts to be paid as retirement benefits are determined by contributions to a fund together with investment earnings thereon. The employer’s obligations in respect of its employees curre

Deposits from central banks		Deposits of all classes, including loans and money market operations, received from the Bank of Spain and other central banks.

Deposits from credit institutions		Deposits of all classes, including loans and money market operations received, from credit entities.

Deposits from customers		Redeemable cash balances received by the entity, with the exception of debt certificates, money market operations through counterparties and subordinated liabilities, that are not received from either central banks or credit entities. This category also i

Diluted earnings per share		This calculation is similar to that used to measure basic earnings per share, except that the weighted average number of shares outstanding is adjusted to reflect the potential dilutive effect of any stock options, warrants and convertible debt instrument

Early retirements		Employees that no longer render their services to the entity but which, without being legally retired, remain entitled to make economic claims on the entity until they formally retire.

Economic capital		Eligible capital for regulatory capital adequacy calculations.

Equity		The residual interest in an entity’s assets after deducting its liabilities. It includes owner or venturer contributions to the entity, at incorporation and subsequently, unless they meet the definition of liabilities, and accumulated net profits or losse

Equity instruments		An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

Equity method		The equity method is a method of accounting whereby the investment is initially recognized at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the investee, adjusted for dividends received and other equity

Exchange/translation differences		Gains and losses generated by currency trading and the differences arising on translating monetary items denominated in foreign currency to the functional currency, exchange differences on foreign currency non-monetary assets accumulated in equity and tak

Fair value		The amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

Fair value hedges		Derivatives that hedge the exposure of the fair value of assets and liabilities to movements in interest rates and/or exchange rates designated as a hedged risk.

Fees		See Commissions, fees and similar items

Financial guarantees		A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a

Financial liabilities at amortized cost		Financial liabilities that do not meet the definition of financial liabilities designated at fair value through profit or loss and arise from the financial entities’ ordinary activities to capture funds, regardless of their instrumentation or maturity.

Full consolidation		• In preparing consolidated financial statements, an entity combines the balance sheets of the parent and its subsidiaries line by line by adding together like items of assets, liabilities and equity. Intragroup balances and transactions, including amou

		• Group entity income statement income and expense headings are similarly combined line by line into the consolidated income statement, having made the following consolidation eliminations: a) income and expenses in respect of intragroup transactions ar

		• The carrying amount of the parent’s investment and the parent’s share of equity in each subsidiary are eliminated.

F-157


Gains or losses on financial assets and liabilities, net		This heading reflects fair value changes in financial instruments - except for changes attributable to accrued interest upon application of the interest rate method and asset impairment losses (net) recognized in the income statement — as well as gains or

Goodwill		Goodwill acquired in a business combination represents a payment made by the acquirer in anticipation of future economic benefits from assets that are not able to be individually identified and separately recognized.

Hedges of net investments in foreign operations		Foreign currency hedge of a net investment in a foreign operation .

Held-to-maturity investments		Held-to-maturity investments are financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity.

Held for trading (assets and liabilities)		Financial assets and liabilities acquired or incurred principally for the purpose of selling or repurchasing them in the near term with a view to profiting from variations in their prices or by exploiting existing differences between their bid and ask pri

		This category also includes financial derivatives not qualifying for hedge accounting, and in the case of borrowed securities, financial liabilities originated by the firm sale of financial assets acquired under repurchase agreements or received on loan (

Impaired/doubtful/non-performing portfolio		Financial assets whose carrying amount is higher than their recoverable value, prompting the entity to recognize the corresponding impairment loss

Impaired financial assets		A financial asset is deemed impaired, and accordingly restated to fair value, when there is objective evidence of impairment as a result of one or more events that give rise to:

		1. A measurable decrease in the estimated future cash flows since the initial recognition of those assets in the case of debt instruments (loans and receivables and debt securities).

		2. A significant or prolonged drop in fair value below cost in the case of equity instruments.

Income from equity instruments		Dividends and income on equity instruments collected or announced during the year corresponding to profits generated by investees after the ownership interest is acquired. Income is recognized gross, i.e., without deducting any withholdings made, if any.

Insurance contracts linked to pensions		The fair value of insurance contracts written to cover pension commitments.

Inventories		Assets, other than financial instruments, under production, construction or development, held for sale during the normal course of business, or to be consumed in the production process or during the rendering of services. Inventories include land and othe

Investment properties		Investment property is property (land or a building—or part of a building—or both) held (by the owner or by the lessee under a finance lease) to earn rentals or for capital appreciation or both, rather than for own use or sale in the ordinary course of bu

Jointly controlled entities		Companies over which the entity exercises control but are not subsidiaries are designated “jointly controlled entities”. Joint control is the contractually agreed sharing of control over an economic activity or undertaking by two or more entities, or cont

Leases		A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments the right to use an asset for an agreed period of time, a stream of cash flows that is essentially equivalent to the combination of principal an

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Liabilities associated with non-current assets held for sale		The balance of liabilities directly associated with assets classified as non-current assets held for sale, including those recognized under liabilities in the entity’s balance sheet at the balance sheet date corresponding to discontinued operations.

Liabilities under insurance contracts		The technical reserves of direct insurance and inward reinsurance recorded by the consolidated entities to cover claims arising from insurance contracts in force at period-end.

Loans and advances to customers		Loans and receivables, irrespective of their type, granted to third parties that are not credit entities and that are not classified as money market operations through counterparties.

Loans and receivables		Financing extended to third parties, classified according to their nature, irrespective of the borrower type and the instrumentation of the financing extended, including finance lease arrangements where the consolidated subsidiaries act as lessors.

Minority interests		Minority interest is that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the parent, including minority interests in the profit or loss of c

Non-current assets held for sale		A non-current asset or disposal group, whose carrying amount is expected to be realized through a sale transaction, rather than through continuing use, and which meets the following requirements:

Other equity instruments		This heading reflects the increase in equity resulting from various forms of owner contributions, retained earnings, restatements of the financial statements and valuation adjustments.

Other financial assets/liabilities at fair value through profit or loss		• Assets and liabilities that are deemed hybrid financial assets and liabilities and for which the fair value of the embedded derivatives cannot be reliably determined.

		• These are financial assets managed jointly with “Liabilities under insurance contracts” valued at fair value, in combination with derivatives written with a view to significantly mitigating exposure to changes in these contracts’ fair value, or

		These headings include customer loans and deposits effected via so-called unit-linked life insurance contracts, in which the policyholder assumes the investment risk.

Own/treasury shares		The amount of own equity instruments held by the entity.

Personnel expenses		All compensation accrued during the year in respect of personnel on the payroll, under permanent or temporary contracts, irrespective of their jobs or functions, irrespective of the concept, including the current costs of servicing pension plans, own shar

Post-employment benefits		Retirement benefit plans are arrangements whereby an enterprise provides benefits for its employees on or after termination of service.

Property, plant and equipment/tangible assets		Buildings, land, fixtures, vehicles, computer equipment and other facilities owned by the entity or acquired under finance leases.

Proportionate consolidation method		The venturer combines and subsequently eliminates its interests in jointly controlled entities’ balances and transactions in proportion to its ownership stake in these entities.

		The venturer combines its interest in the assets and liabilities assigned to the jointly controlled operations and the assets that are jointly controlled together with other joint venturers line by line in the consolidated balance sheet. Similarly, it com

Provisions		Provisions include amounts recognized to cover the Group’s current obligations arising as a result of past events, certain in terms of nature but uncertain in terms of amount and/or cancellation date.

Provision expenses		Provisions recognized during the year, net of recoveries on amounts provisioned in prior years, with the exception of provisions for pensions and contributions to pension funds which constitute current or interest expense.

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Provisions for contingent exposures and commitments		Provisions recorded to cover exposures arising as a result of transactions through which the entity guarantees commitments assumed by third parties in respect of financial guarantees granted or other types of contracts, and provisions for contingent commi

Provisions for pensions and similar obligation		Constitutes all provisions recognized to cover retirement benefits, including commitments assumed vis-à-vis beneficiaries of early retirement and analogous schemes.

Reserves		Accumulated net profits or losses recognized in the income statement in prior years and retained in equity upon distribution. Reserves also include the cumulative effect of adjustments recognized directly in equity as a result of the retroactive restateme

Share premium		The amount paid in by owners for issued equity at a premium to the shares’ nominal value.

Short positions		Financial liabilities arising as a result of the final sale of financial assets acquired under repurchase agreements or received on loan.

Subordinated liabilities		Financing received, regardless of its instrumentation, which ranks after the common creditors in the event of a liquidation.

Subsidiaries		Companies which the Group has the power to control. Control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than one half of an entity’s voting power, unless, exceptionally, it can be clearly demonstrated that

		• an agreement that gives the parent the right to control the votes of other shareholders;

		• power to govern the financial and operating policies of the entity under a statute or an agreement; power to appoint or remove the majority of the members of the board of directors or equivalent governing body and control of the entity is by that board

		• power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity is by that board or body.

Tax liabilities		All tax related liabilities except for provisions for taxes.

Trading derivatives		The fair value in favor of the entity of derivatives not designated as accounting hedges.

F-160

EXHIBIT I: U.S. GAAP RECONCILIATION

DIFFERENCES BETWEEN EU-IFRS REQUIRED TO BE APPLIED UNDER THE BANK OF SPAIN’S CIRCULAR 4/2004 AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND OTHER REQUIRED DISCLOSURES.

As described in Note 1, the accompanying Unaudited Interim Consolidated Financial Statements of the BBVA Group are presented in the formats stipulated by the Bank of Spain’s Circular and were prepared by applying the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004. Such formats and accounting principles vary in certain respects from those generally accepted in the United States (“U.S. GAAP”).

Following is a summary of the main differences between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and U.S. GAAP:

•	Net income attributable to parent company and Shareholders’ Equity reconciliation between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and U.S. GAAP	A

•	Main disclosures required by U.S. accounting regulations for banks and additional disclosures required under U.S. GAAP	B

The preparation of these Unaudited Interim Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts and allocations of assets and liabilities and disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimated but any difference should not be material.

IFRS 1 First-time adoption provides a number of exemptions and exceptions from full retrospective application. Net income attributable to parent company, shareholders’ equity and the reconciliation to U.S. GAAP shown below would have been different if the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 had been applied fully retrospectively.

A) NET INCOME ATTRIBUTABLE TO PARENT COMPANY AND SHAREHOLDERS’ EQUITY RECONCILIATION BETWEEN EU-IFRS REQUIRED TO BE APPLIED UNDER THE BANK OF SPAIN’S CIRCULAR 4/2004 AND U.S. GAAP.

Accounting practices used by the Bank in preparing the Interim Consolidated Financial Statements conform to EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, but do not conform to U.S. GAAP. A summarized reconciliation of shareholders’ equity as of June 30, 2009, December 31, 2008 and June 30, 2008 and net income attributable to parent company for the six months ended June 30, 2009 and 2008 to U.S. GAAP is set forth below.

As required SFAS 160, in the reconciliation to US GAAP presented below “Net income attributed to parent company” and “Shareholders’ equity” is equivalent to “Net income” and “Stockholders’ equity”, respectively, presented in the reconciliation to US GAAP included in the 2008 form 20-F.

E-1

The following tables set forth the adjustments to consolidated net income attributed to parent company and to consolidated shareholders’ equity which would be required if U.S. GAAP had been applied to the accompanying Interim Consolidated Financial Statements:


			Increase (Decrease)
			Six months ended June 30,
	Item #		2009			2008
			(Unaudited)
			(Millions of Euros, except per share data)

Net income under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004				3,042			3,277
Profit attributable to minority interest under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004				(243	)		(169	)
Net Income attributed to parent company under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004				2,799			3,108
Adjustments to conform to U.S. GAAP:
Business combination with Argentaria		1		(11	)		(18	)
Valuation of assets		2		(79	)		3
Valuation of financial instruments		3		—			—
Accounting of goodwill		4		(1	)		18
Translation of financial statements in high-inflation countries		5		—			128
Impact of SFAS 133		6		(28	)		14
Loans adjustments		7		—			(706	)
Tax effect of U.S. GAAP adjustments and deferred taxation under SFAS 109		8		12			223


Net income attributable to parent company in accordance with U.S. GAAP				2,692			2,770
Other comprehensive income, (loss) net of tax:
Foreign currency translation adjustments				108			(954	)
Unrealized gains on securities				160			(2,183	)
Derivative instruments and hedging activities				17			45

Comprehensive income (losses) attributable to parent company in accordance with U.S. GAAP		9		2,977			(322	)
Net income attributable to parent company per share (Euros)				0.794			0.739

E-2


			Increase (Decrease)
			As of June 30,			As of December 31,			As of June 30,
	Item #		2009			2008			2008
			(Millions of Euros)

*Total stockholders’ equity under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004()**				29,901			26,705			25,970
Minority interest under IFRS (**)				(1,219	)		(1,049	)		(876	)
Total stockholders’ equity without minority interest under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004				28,682			25,656			25,094
Adjustments to conform to U.S. GAAP:
Business combination with Argentaria		1		5,457			5,469			5,487
Valuation of assets		2		(152	)		(74	)		(38	)
Valuation of financial instruments		3		25			36			45
Accounting of goodwill		4		2,653			2,573			2,838
Translation of financial statements in high-inflation countries		5		(199	)		(192	)		(90	)
Impact of SFAS 133		6		5			35			160
Loans adjustments		7		—			36			470
Tax effect of U.S. GAAP adjustments and deferred taxation under SFAS 109		8		(765	)		(795	)		(973	)

Total shareholders’ equity in accordance with U.S. GAAP()*				35,706			32,744			32,994


(*)		“Stockholders’ equity” under EU-IFRS is equivalent to “Total equity” under US GAAP as required by SFAS 160.

(**)		“Minority interest” under EU-IFRS is equivalent to “non controlling interest in subsidiaries” under US GAAP as required by SFAS 160.

(***)		Under US GAAP “shareholders’ equity” is equivalent to “Total equity” net of “non controlling interest in subsidiaries” as required by SFAS 160.

The differences included in the tables above are explained in the following items:

1. Business Combination with Argentaria-

Banco Bilbao Vizcaya, S.A. and Argentaria, Caja Postal y Banco Hipotecario, S.A. (Argentaria) merged, being January 28, 2000 the date from which such merger was legally effective. According to Spanish GAAP at that date, this business combination was accounted for using the method of pooling of interest and therefore no goodwill was accounted. IFRS 1 First-time adoption of International Reporting Standards grants an exemption to apply IFRS 3 Business Combinations prospectively and thus not to restate business combinations that occurred before the date of transition to IFRS, which is January 1, 2004. Therefore, this merger has been accounted for using the method of pooling of interest and no goodwill was recorded. Since the transaction did not comply with the requirements of APB 16 for pooling of interest method, under U.S. GAAP this business combination was accounted for using the purchase method. The excess of the fair value of the new shares issued in exchange for the Argentaria shares over the net worth of Argentaria under U.S. GAAP as of the date of the merger, was approximately €6,316 million and was calculated considering the necessary adjustments to the net worth of Argentaria as of January 28, 2000 under Spanish GAAP, as described below:


	(Millions of euros)
Approximate Argentaria net worth as of January 28, 2000 under Spanish GAAP		3,454

(i) Reversal of the net effect of the restatement of fixed assets and equity securities		(129	)
(ii) Reduction for employees and third party loans issued to purchase shares of capital stock		(123	)
(iii) Goodwill amortization adjustments		101
(iv) Up-front premium reversal		108
(v) Valuation of investment securities		1,926
(vi) Effect of adjustments to conform to U.S. GAAP for investments in affiliated Companies		(87	)
(vii) Tax effect of above mentioned adjustments		(608	)
(viii) Other adjustments		35

Subtotal		1,223

Approximate Argentaria net worth as of January 28, 2000 under U.S. GAAP		4,677

E-3

i. Revaluation of property and equity securities

Certain of the Spanish and foreign consolidated companies had stepped up (increased) the cost and accumulated depreciation of property and equipment and, where appropriate, the carrying values of their equity investment securities pursuant to the relevant local legislation. Also, the buildings and equity securities owned by certain of the companies in the Group, whose shareholders’ meetings adopted merger resolutions in 1991, were stepped up. Under U.S. GAAP these step ups are not permitted to be reflected in the financial statements.

ii. — Employee and other third party loans

Certain Group banks granted loans to shareholders, employees and customers for the acquisition of Argentaria, Caja Postal y Banco Hipotecario, S.A. shares. Under Spanish GAAP, these loans were recorded in the Consolidated Financial Statements under the caption “Credit, Loans and Discounts”. Under U.S. GAAP, these loans should be recorded as a reduction of total shareholders’ equity because the only recourse for collection is the shares themselves.

iii. — Goodwill

Under Spanish GAAP, the general policy of the Group was to amortize goodwill over a maximum period of 10 years. However, a different period was used to amortize goodwill in some of the subsidiaries acquired. Until 2001, for purposes of calculating the effect of applying U.S. GAAP, goodwill arising on acquisitions was amortized in 10 years. Since July 2001, as required by SFAS 142, goodwill is no longer amortized.

Additionally, in 1998 and as a result of the merger, goodwill from Banco Exterior de España, S.A. was fully written off for Spanish GAAP purposes. Until June 2001, under U.S. GAAP this goodwill was amortized over the estimated economic life as there was no economic or fair value basis for the impairment made under Spanish GAAP. Since July 2001, as required by SFAS 142, goodwill is no longer amortized.

iv. — Up-front premium reversal

In 1998 the Bank arranged hedging transactions for which it paid a premium, which was recorded under the “Extraordinary Losses” caption in the income statement for 1998, to mitigate the adverse effect of the negative spread that arose between the average return on the mortgage loans financed by certain mortgage bonds and the fixed interest rates of such mortgage bonds. Under U.S. GAAP, the premium was recognized at inception as an asset, amortized over the life of the hedging transaction under SFAS 80 and then upon adoption of SFAS 133 the derivative has been recorded at fair value through income, as it does not qualify for hedge accounting under U.S. GAAP.

v. — Valuation of investment securities

Under SFAS 115, available-for-sale securities must be recorded at market value in total shareholders’ equity.

vi. — Investments in affiliated Companies

Under Spanish GAAP, investments in non-consolidated listed affiliated companies owned over 3% and in non-consolidated unlisted affiliated companies owned over 20% were recorded by the equity method. Under U.S. GAAP investments in affiliated companies over 20% but less than 50% are accounted for by the equity method and those exceeding 50% by the global integration method. Listed investments of less than 20% are accounted for at market value.

The excess of the fair value of the new shares issued in exchange for the Argentaria shares over the net worth of Argentaria, was allocated to the following specific items:


2000	Millions of euros
Net Lending		611
Investment Securities-Held to Maturity		306
Premises and Equipment		129
Other assets and liabilities		(113	)
Long Term Debt		(173	)
Tax Effect		(220	)
Goodwill		5,776

		6,316

For U.S. GAAP purposes, BBVA amortizes the excess of the fair value assigned to the specific items over their remaining economic life. The amortization of the excess allocated to specific remaining assets and

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liabilities was €11 million (net of tax) and €18 million (net of tax) for the six months ended June 30, 2009 and 2008, respectively.

Until December 31, 2001 BBVA amortized the goodwill on a straight line basis over a period of 25 years. Since January, 2002 BBVA stopped the amortization of the remaining goodwill pursuant to SFAS 142 and it has been assigned to different Reporting Units and tested for impairment as described in Note 2.2.11 of the Interim Consolidated Financial Statements as of June 30, 2009. As of June 30, 2009 goodwill was €5,333 million.

The adjustment to total shareholders’ equity was €5,457 million, €5,469 million and €5,487 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively.

2. Valuation of assets-

This adjustment basically relates to the following:

•

Revaluation of property

As described in Note 29.3. of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009, certain of the Spanish and foreign consolidated companies restated the cost and accumulated depreciation of property and equipment pursuant to the relevant legislation.

Fixed asset depreciation is computed on the restated value and the total amount charged to income is deductible for corporate income tax purposes. In addition, results on sales or dispositions of fixed assets are determined as the difference between the selling price and the net restated value.

Under U.S. GAAP these revaluations are not permitted to be reflected in the financial statements.

The amounts of the adjustments indicated below have been calculated to reflect the reversal of the additional depreciation on the revalued property and equipment (€2 million, €5 million and €4 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively) and the additional income that would have resulted if the Group had not restated the fixed assets that have been sold (€4 million and €2 million as of June 30, 2009 and as of June 30, 2008, respectively). The adjustment to total shareholders’ equity reflects the reversal of the unamortized revaluation surplus (a decrease of €142 million, €148 million and €153 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively).

•

Valuation of property

In accordance with the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, certain property and equipment items were revalued and, therefore, this value was used as deemed cost on January 1, 2004 taking into consideration that, at the date of the revaluation, this deemed cost was comparable to fair value.

Under U.S. GAAP, these adjustments to the deemed cost are not permitted due to the fact that they do not reflect an actual impairment.

Consequently, there is an adjustment in the reconciliation to U.S. GAAP to reflect in the income statement the additional depreciation on the revalued property and equipment (€2 million and €2 million for the six months ended June 30, 2009 and 2008, respectively). The adjustment to total shareholders’ equity reflects the reversal of the adjustments to the attributed cost (an increase of €66 million, €67 million and €108 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively).

•

Sale and leaseback of fixed assets

During the first semester 2009, the Group has sold 22 fixed assets (singular properties and branch offices) and, at the same time, entered into operating lease agreements with the buyers which include an option to repurchase the properties at fair values, exercisable by the Group on the agreed dates (mostly the final expiry date of each lease agreement). The price of sale was €107 million, generating capital gains of approximately €82 million.

Under IFRS (IAS 17), we accounted for this transaction as a sale and lease-back because of:

	•		We considered that there is no reasonable certainty that the repurchase option will be exercised, because it is at fair value, and there are no other indicators that we expect would economically force us to exercise the repurchase option; and

	•		We completed an analysis of the other main factors of the transaction and concluded that the lease agreements had the characteristics of operating leases, the sale price and lease payments were at fair value so, in effect, there had been a normal sale transaction and the gain on the sale of the properties was recognized immediately in the statement of income for the six month period ended June 30, 2009.

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Under US GAAP (SFAS 98 par 11) this transaction does not qualify as a sale and lease-back because the existence of a repurchase option of the properties at fair values implies a continuing involvement of the seller-lessee and, consequently, the transaction cannot be considered as a sale.

Accordingly, in order to account for the transaction in conformity with the financing method under SFAS 98, we have made an adjustment to:

	•		undo the sale, place the properties back in the accounting books (€20 million) and continue to depreciate them for the six month period ended June 30, 2009;

	•		eliminate the profit on sale (€82 million of income as of the date of the transaction) and create a liability for the total amount of the cash received; and

	•		reclassify the operating leases rental payments incurred by the Group (€3 million for the six month period ended June 30, 2009) as interest expense.

3. Valuation of financial instruments-

The group’s criteria of accounting for such securities are described in Note 2.2.1 of the Interim Consolidated Financial Statements as of June 30, 2009. The recognition, measurement and disclosure criteria included in IAS 32 and 39, were applied retrospectively to January 1, 2004 (the date of transition to the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004). Certain Debt securities were recognized at fair value of that date under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 through total shareholders’ equity. Therefore, there is an adjustment in the reconciliation of shareholders’ equity to U.S. GAAP to reflect the reversal of the adjustments to the fair value (an increase of €25 million, €32 million and €39 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively).

4. Accounting of goodwill-

The breakdown of this adjustment is as follows:


	Millions of euros
										Net income attributable to
	Shareholders’ equity									parent company
	As of June 30,			As of December 31,			As of June 30,			As of June 30,			As of June 30,
	2009			2008			2008			2009			2008

Goodwill charged to reserves in 1998 and 1999		65			65			65			—			—
Different period of amortization of goodwill reversed		99			99			99			—			—
Amortization under Spanish GAAP not reversed under U.S. GAAP		(154	)		(154	)		(154	)		—			—
Reversal of amortization		970			970			970			—			—
Reversal of Step Acquisition		2,381			2,310			2,582			—			—
Step Acquisition of BBVA Bancomer		(1,176	)		(1,170	)		(1,197	)		(1	)		2
Acquisition of Compass		404			405			425			—			18
Others		64			48			47			—			(2	)

Adjustment 4 in reconciliation to U.S. GAAP		2,653			2,573			2,838			(1	)		18

The main reasons that generate a difference between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and U.S. GAAP in goodwill are the following:

Adjustments related to goodwill previous to IFRS 1

The items included in the table above mentioned as “Goodwill charged to reserves in 1998 and 1999”, “Different period of amortization of goodwill reverse”, “Amortization under Spanish GAAP not reversed under U.S. GAAP” and “Reversal of amortization”, refer to certain impairments or amortizations of goodwill accounted for under Spanish GAAP previous to the date of adoption of IFRS-1. These impairments or amortizations were not acceptable under U.S. GAAP because they did not satisfy the SFAS 142 requirements. Therefore, there is an adjustment in the reconciliation of shareholders’ equity to U.S. GAAP to reflect the reversal of these impairments and amortizations of goodwill recorded prior to January 1, 2004.

Reversal of step acquisition

Investments acquired subsequent to obtaining control over a company (i.e. transactions involving the purchase of equity interests from minority shareholders) were treated as “equity transactions”. The amount of

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goodwill recorded under prior GAAP, at January 1, 2004, transition date to the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, was recorded on the transactions performed after control was obtained. These amounts were charged to “minority interest” and the surplus amount was charged to total shareholders’ equity.

Under U.S. GAAP, these acquisitions are accounted for using the “purchase method” and, consequently, there is an adjustment in the reconciliation to U.S. GAAP to reflect the reversal of goodwill recorded prior to January 1, 2004, and the increase of shareholders’ equity.

Step Acquisition of BBVA Bancomer

On March 20, 2004, BBVA completed the tender offer on 40.6% of the capital stock of Grupo Financiero BBVA Bancomer, S.A. de C.V. (“Bancomer”). The final number of shares presented in the offer and accepted by BBVA was 3,660,295,210, which represent 39.45% of the capital stock of Bancomer. Following the acquisition of these shares through the tender offer, the ownership interest held by BBVA in the capital of Bancomer was 98.88%. Lastly, as of December 31, 2006, as a result of the purchase of shares subsisting in the market, BBVA’s holding in Bancomer increased to 99.96%.

BBVA Bancomer, S.A. de C.V. has been consolidated by Group BBVA since July 2000, when the merger of Grupo Financiero BBV-Probursa, S.A. de C.V. (a wholly-owned subsidiary of BBVA) and Grupo Financiero BBVA Bancomer, S.A. de C.V. was carried out.

Since March 20, 2004 the BBVA Group’s consolidated income statement reflected a decrease in “Minority Interest” caption related to the business combination described above while the rest of consolidated the income statement’s captions did not change because Bancomer was already a fully consolidated company before the acquisition of minority interest.

The cash paid for the acquired entity was €3,324 million. In connection with this business combination there are no contingent payments, options, or commitments specified in the acquisition agreement.

Under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, the business combination is registered as equity transaction and no amounts were allocated to assets or liabilities of the company acquired.

Under U.S. GAAP, after allocating the purchase price to all adquired assets and assumed liabilities of the company acquired, the goodwill was €1,060.2 million. The entire amount of goodwill was allocated to the Mexico reporting unit in the “Mexico and the United States” segment (now “Mexico” as explained in Note 6 of the Interim Consolidated Financial Statements as of June 30, 2009). The reconciliation of the net worth acquired and the fair value of the assets and liabilities acquired for purposes of U.S. GAAP was as follows:


	Millions of
	Euros
Net worth acquired		1,207
Investment securities		(32	)
Net loans and leases		622
Premises and equipment		(28	)
Intangible assets		970
Other Assets		189
Time Deposits		(124	)
Long term debt		(50	)
Other liabilities		(490	)

Fair value under U.S. GAAP		2,264

The identified intangible assets are related to “core deposits”, which were calculated according to the purchase method and were amortized over a period of 40 months, as of June 30, 2009 all core deposits are amortized. Additionally, the allocated amount of net loans and leases are amortized over a weighted-average period of 3 years. Under U.S. GAAP, the adjustment (net of tax) in the income statement was a decrease €1 million and an increase €2 million for the six months ended June 30, 2009 and 2008 respectively, mainly related to the additional amortization expenses of assets and liabilities subject to amortization.

The effect in the shareholders’ equity was a decrease of €1,176 million, €1,170 million and €1,197 million as of June 30, 2009, December 31, 2008 and June 30 2008, respectively.

The “Other liabilities” caption includes basically temporary differences arising from different accounting and tax values of assets and liabilities allocated in the acquisition. Because the amounts allocated to certain

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assets are non deductible under Spanish Tax Law, additional goodwill and the corresponding deferred tax liabilities have been considered under U.S. GAAP.

Since Bancomer was consolidated by Group BBVA at July 1, 2000, there are no purchased research and development assets that were acquired and written off.

Acquisition of Compass

On February 16, 2007 BBVA entered into a definitive agreement to acquire 100% of the share capital of Compass. On September 7, 2007 BBVA completed the acquisition.

Under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, the amount of goodwill was calculated at the date in which BBVA obtained the control (September 7, 2007). Under US GAAP, EITF Issue No. 99-12, Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination provides guidance on the measurement date to be used in a business combination. EITF 99-12 specifies that the value of acquirer’s marketable equity securities issued to effect a purchase business combination should be determinated, pursuant to the guidance in paragraph 22 of FASB Statement No. 141, Business Combinations, based on the market price of the securities over a reasonable period of time before and after the terms of the acquisition are agreed to and announced. The date of measurement of the value of the acquirer’s marketable equity securities should not be influenced by the need to obtain shareholder or regulatory approvals. In addition, paragraph 7 of Issue 2 of EITF 99-12 states that the measurement date is the earliest date, from the date the terms of the acquisition are agreed to and announced to the date of financial applications of the formula do not result in a change in the number of shares or the amount of other consideration. According to this BBVA considered the announcement date (February 16, 2007) as the measurement date under US GAAP. Consequently, there is an adjustment in the reconciliation to U.S. GAAP to reflect the different amount of goodwill.

This difference resulted in a reconciling item to shareholders’ equity (an increase of €404 milliom, €405 million and €425 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively) and to net income attributable to parent company (an increase of €18 million as of June 30, 2008) in the reconciliation to U.S. GAAP.

Impairment

A discounted cash flow model was selected as the main method to determine the fair value of our Reporting Units; although other methodologies such as using quoted market values and market multiples were also used. Cash flow estimates require judgment and the Bank believes that the assumptions used in determining the cash flows are consistent with assumptions marketplace participants would use in their estimates of their fair value.

The principal BBVA Group’s goodwill assigned to each Reporting Unit as of June 30, 2009 and 2008 for annual impairment test purposes are the following:


	Millions of Euros
	Six months ended June 30,
	2009		2008
Spain and Portugal		4,286		4,359
Mexico		2,347		2,683
Global Businesses		1,489		1,410
United States and Puerto Rico		6,989		6,289
Pensions in South America		246		224
Colombia		198		199
Chile		101		93

Expected cash flows have been calculated using the “maximum payable dividend” for each period, considering net income and excess of minimum capital required. For financial statements and macroeconomics scenarios, a five year horizon was used to determine fair value. The risk free rate, the market risk premium and the country risk premium (when applicable) were considered to determine the discount rate used for each Reporting Unit.

As of June 30, 2009 and December 31, 2008, there were no losses due to impairments in the value of these companies.

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5. Translation of financial statements in high-inflation countries-

As indicated in Note 2.2.5 of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009, after the transition date to the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, which is January 1, 2004, none of the functional currencies of the consolidated subsidiaries and associates and their branches located abroad relate to hyperinflationary economies. Accordingly, as of June 30, 2009 and December 31, 2008 it was not necessary to adjust the financial statements of any of the consolidated subsidiaries or associates to correct for the effect of inflation.

In accordance to the exemption provided by IFRS 1 First-time Adoption of International Financial Reporting Standards, the cumulative effect of inflation recorded prior to January 1, 2004 (transition date to EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004) mainly relating to items of property, plant and equipment has not been removed. Therefore, the previous GAAP restated amounts have been used as deemed cost of property, plant and equipment as of the transition date.

Under U.S. GAAP, in prior years the financial statements of operating units in a highly inflationary economy were remeasured as if the functional currency of the operating unit were the same as that of the parent reporting currency. For the purposes of this requirement, a highly inflationary economy is one that has cumulative inflation of approximately 100 percent or more over a 3 year period. None of the countries where BBVA owned subsidiaries are highly inflationary countries.

The adjustment reflects the reversal of the charges to shareholders’ equity arising from inflation registered in dependent companies established in “non highly inflationary economies” (€199 million, €192 million and €218 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively). As of June 30, 2008, the adjustment reflects an increase to net income attributable to parent company of €128 million due to the inflationary effect of the disposal of the BBVA Bancomer, S.A de C.V’s corporate headquarters.

6. Impact of SFAS 133

As of June 30, 2009, the main differences between IAS 39 and SFAS 133 that have resulted in reconciling items to net income attributable to parent company and shareholders’ equity between IFRS and U.S. GAAP were as follows:

Fair value option

The EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 allows for the designation of a financial asset or a financial liability as held at fair value through the profit or loss if one of the criteria described in IAS 39 is met.

SFAS 115 allowed for the designation of a financial asset or a financial liability as held for trading only if these were acquired and held primarily for resale in the near term to make a profit from short-term movements in market prices.

As of June 30, 2009, December 31, 2008 and June 30, 2008, we maintained certain financial assets and financial liabilities registered at fair value through the profit or loss under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 which did not meet the conditions to be designated as financial asset or financial liability held for trading under SFAS 115. With the adoption of SFAS 155 those financial assets and financial liabilities meet the conditions to be designated as financial asset or financial liability held for trading. However, SFAS 155 not allow retrospective application and for that reason we maintain an adjustment in the reconciliation to U.S. GAAP to reflect in the net income attributable to parent company (a decrease of €12 million and an increase of €20 million for the six months ended June 30, 2009 and 2008, respectively) and shareholders’ equity (a decrease of €82 million, an increase of €70 million and an increase of €58 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively).

Retrospective application

As of December 31, 2003, in accordance with Spanish GAAP, certain fair value hedges of fixed income securities and cash flow hedges of exchange rate risk were considered to be speculative in our U.S. GAAP reconciliation adjustment, since the required documentation was not available at the date on which the aforementioned hedges were designated as such.

As of January 1, 2004, the transition date to the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, these transactions continued to be designated as hedges, since they met all the requirements for hedge accounting.

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As of December 31, 2004, in accordance with U.S. GAAP the Group maintained the criteria established in prior years and considered these transactions to be speculative, which accounted for a portion of the reconciliation adjustment for derivatives and hedges.

Consequently, there is an adjustment in the reconciliation to U.S. GAAP to reflect in the net income attributable to parent company (a decrease of €22 million and €6 million for the six months ended June 30, 2009 and 2008, respectively) and in shareholders’ equity (an increase of €72 million, €96 million and €101 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively) the speculative nature of these transactions under U.S. GAAP.

Methods used to assess hedge effectiveness

Even though the methodology to assess the hedge effectiveness is the same under both GAAPs, there are certain adjustments made in order to validate the hedge effectiveness that is permitted under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and not under U.S. GAAP.

The EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 allows to designate a hedging instrument as hedging only a portion of the time period to maturity, and therefore adjust the effectiveness test to comply with the hedging objective. Under U.S. GAAP such hedges are not allowed.

Consequently, there is an adjustment to reverse these partial hedging transactions under U.S. GAAP. This difference resulted in a reconciling item to net income attributable to parent company (an increase of €6 million and an increase of €0.4 million for the six months ended June 30, 2009 and 2008, respectively) and shareholders’ equity (an increase of €14 million, €9 million and €11 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively) in the reconciliation to U.S. GAAP.

The fair value of derivatives that afforded hedge accounting treatment under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 that did not qualify as hedges under U.S. GAAP as of June 30, 2009, December 31, 2008 and June 30, 2008 amounted positive to €11 million, negative to €8 million and €128 million, respectively.

The fair value of derivatives that afforded hedge accounting treatment under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and qualified as hedges under U.S. GAAP as of June 30, 2009, December 31, 2008 and June 30, 2008 amounted positive to €2,267 million, €2,615 million and negative to €1,729 million, respectively.

7. Loans adjustments

We described in Note 2.2.1.b of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009, our methodology to estimate the “Allowance for loan losses” under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004. The “Allowance for loan losses” under U.S. GAAP is calculated by using our internal risk models based on our historical experience.

For this reason, we have included an adjustment in the reconciliation of net income attributable to parent company as of June 30, 2008 which resulted in a decrease of €706 million, in net income attributable to parent company in accordance with U.S. GAAP.

Given the increase in past-due loans beginning in mid-2007 as a result of the economic crisis, during 2008 our best estimate for the impairment of the loan portfolio required a provision for loan losses under U.S. GAAP of €3,956 million, which was €1,152 million higher than the provision required to be recorded under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

As a result of the foregoing, as of December 31, 2008, the “Allowance for loan losses” under U.S. GAAP was very similar to the “Allowance for loan losses” under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004: €7,412 million under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 versus €7,384 million under U.S. GAAP.

For this reason, we have included an adjustment in the reconciliation of net income attributable to parent company as of December 31, 2008 which resulted in a decrease of €1,152 million, in net income attributable to parent company in accordance with U.S. GAAP.

As of June 30, 2009, there is no difference in the “Allowance for loan losses” under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and US GAAP, for that reason there is no adjustment in the reconciliation to US GAAP that affected net income attributable to parent company statement and shareholders’ equity for that concept.

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8. Tax effect of U.S. GAAP adjustments and deferred taxation under SFAS No. 109-

The previous adjustments to net income attributable to parent company and shareholders’ equity do not include their related effects on corporate tax (except for the adjustments mentioned in Item 1, Item 4 and Item 5, which are disclosed under “Tax effect of above mentioned adjustments” item in the respective reconciliation statements.

As described in Note 2.2.13 of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009 deferred tax assets and liabilities include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the year when the asset will be realized or the liability settled.

As a result of the application of Statement of Financial Accounting Standards No. 109 (“SFAS 109”), Accounting for Income Taxes, the timing differences originated by the revaluation of property and equity securities and by certain provision for coverage of loan losses have been reversed.

On July 13, 2006, the FASB issued Interpretation No. 48 “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48). This statement was issued to provide additional guidance and clarification on accounting for uncertainty in income tax positions. The interpretation prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions, as well as increased disclosure requirements with regards to uncertain tax positions.

This interpretation of FASB Statement No. 109 uses a two-step approach wherein a tax benefit is recognized if a position is more likely than not to be sustained. The amount of the benefit is then measured to be the highest tax benefit which is greater than fifty percent likely to be realized. FIN 48 also sets out disclosure requirements to enhance transparency of an entity’s tax reserves.

As a result of the application of FIN 48, the Group recorded a €59 million and €66 million reducted in retained earnings as of June 30, 2009 and December 31, 2008, respectively and a decrease of €20 million and an increase €18 million in net income attributable to parent company as of June 30, 2009 and 2008, respectively. Consequently, FIN 48 provokes a decrease of €78 million and €59 million in shareholders’ equity as of as of June 30, 2009 and December 31, 2008, respectively.

The Group is currently under audit by taxing authorities in major taxing jurisdictions around the world. It is thus reasonably possible that changes in the gross balance of unrecognized tax benefits may occur within the next 12 months (an estimate of the range of such gross changes cannot be made), but the Group does not expect such audits to result in amounts that would cause a significant change to its effective tax rate.

In the reconciliation to U.S. GAAP, the Group has recorded deferred tax assets of negative €624 million, €601 million and €732 million as of June 30, 2009, as of December 31, 2008 and as of June 30, 2008 and deferred tax liabilities of negative €82 million, €106 million and €164 million as of June 30, 2009, as of December 31, 2008 and as of June 30, 2008, respectively.

SFAS 109 requires providing a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. As of June 30, 2009 and 2008 the valuation allowance was €21 million and €22 million, respectively.

As required by SFAS 109, the effects of the change in Spanish tax laws were included in income (see Note 32.c of the Interim Consolidated Financial Statements as of June 30, 2009)

The following is a reconciliation of the income tax provision under IFRS to that under U.S. GAAP:


	Six months ended June 30,
	2009		2008
	Millions of Euros
Income tax provision under IFRS		961		1,213
Tax effect of U.S. GAAP adjustments and deferred taxation under SFAS 109		4		(215	)

Income tax provision under U.S. GAAP		965		998

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The following is a reconciliation of the deferred tax assets and liabilities recorded under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and those that should be recorded under SFAS 109:


	As of June 30, 2009						As of December 31, 2008						As of June 30, 2008
	Deferred
	tax			Deferred tax			Deferred tax			Deferred tax			Deferred tax			Deferred tax
	assets			liabilities			assets			liabilities			assets			liabilities
							Millions of Euros
As reported under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004		4,744			(1,318	)		5,055			(1,282	)		4,642			(1,620	)
Less-
Timing differences recorded under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and reversed in the reconciliation to U.S. GAAP		(707	)		—			(719	)		—			(853	)		—
Tax effect of the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 to U.S. GAAP reconciliation adjustments		—			—			(1	)		—			(5	)		—
Plus-
Tax effect of the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 to U.S. GAAP reconciliation adjustments		83			(82	)		119			(106	)		126			(164	)

As reported under SFAS 109 (gross)		4,120			(1,400	)		4,454			(1,388	)		3,910			(1,784	)

Valuation allowance		(21)			—			(22)			—			(22)			—

As reported under SFAS 109 (net)		4,099			(1,400	)		4,432			(1,388	)		3,888			(1,784	)

The following is an analysis of deferred tax assets and liabilities as of June 30, 2009, December 31, 2008 and June 30, 2008 estimated in accordance with U.S. GAAP:


	As of June 30,			As of December 31,			As of June 30,
	2009			2008			2008
	(Millions of euros)
Deferred Tax assets
Loan loss reserves		1,441			1,440			1,386
Unrealized losses on securities pension liability		1,526			1,684			1,588
Fixed assets		66			44			46
Net operating loss carryforward		21			38			52
Investments and derivatives		206			359			89
Goodwill		(178	)		(150	)		(130	)
Other		1,038			1,039			879
Total deferred tax assets		4,120			4,454			3,910
Valuation allowance		(21	)		(22	)		(22	)
Net tax asset		4,099			4,432			3,888
Deferred tax liabilities
Unrealized gains on securities pension liability		(1	)		(1	)		(1	)
Unrealized gains on investments and other		(9	)		(220	)		(1,547	)
Gains on sales of investments		(193	)		(115	)		(131	)
Fixed assets		(15	)		(11	)		(29	)
Goodwill		(58	)		(67	)		(76	)
Other		(1,124	)		(974	)		—
Total deferred tax liabilities		(1,400	)		(1,388	)		(1,784	)

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Reconciliation between the federal statutory tax rate and the effective income tax rate is as follows:


	As of June 30,			As of June 30,
	2009			2008
	% percentages
Corporate income tax at the standard rate		30.00			30.00
Decrease arising from permanent differences		(7.35	)		(5.67	)
Adjustments to the provision for prior years’ corporate income tax and other taxes		1.35			2.69
Income tax provision under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004		24.00			27.02
Tax effect of U.S. GAAP adjustments and deferred taxation under SFAS 109		10.93			(5.46	)
Income tax provision under U.S. GAAP		34.93			21.56

9. Other Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income establishes standards for disclosing information related to comprehensive income and its components in a full set of general-purpose financial statements.

Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners.

The accumulated balances of other comprehensive income as of June 30, 2009, as of December 31, 2008 and as of June 30, 2008 were as follows:


	Foreign
	currency			Unrealized			Gains on		Other
	translation			gains on			Derivative		Comprehensive
	adjustments			securities			Instruments		income
	Millions of Euros
Changes in the first half 2008		(954	)		(2,183	)		45		(3,092	)
Balance as of June 30, 2008		(6,119	)		1,544			347		(4,228	)
Changes in the second half 2008		(46	)		(474	)		130		(390	)
Balance as of December 31, 2008		(6,165	)		1,070			477		(4,618	)
Changes in the first half 2009		108			160			17		285
Balance as of June 30, 2009		(6,057	)		1,230			494		(4,333	)

Taxes allocated to each component of other comprehensive income as of June 30, 2009 and 2008 were as follows:


	Millions of Euros
	Six months ended June 30,
	2009							2008
			Tax								Tax
	Before Tax		expense			Net of tax		Before Tax			expense			Net of tax
	Amount		or benefit			amount		Amount			or benefit			amount
Foreign currency translations adjustment		108		—			108		(954	)		—			(954	)
Unrealized gains/(losses) on securities		208		(48	)		160		(2,838	)		655			(2,183	)
Derivatives Instruments and Hedging Activities		22		(5	)		17		59			(14	)		45

Other comprehensive income		338		(53	)		285		(3,733	)		641			(3,092	)

10. Earnings per share

SFAS No. 128, Earnings per Share, specifies the computation, presentation and disclosure requirements for earnings per share (EPS).

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator), which may include contingently issuable shares where all necessary conditions for issuance have been satisfied. Diluted earnings per share include the determinants of basic earnings per share and, in addition, give effect to dilutive potential common shares that were outstanding during the period.

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The computation of basic and diluted earnings per share for the six months ended June 30, 2009 and 2008 is presented in the following table:


	Millions of Euros, except per share data
	Six months ended June 30,
	2009		2008
Numerator for basic earnings per share:
Income available to common shareholders (IFRS) (*)		2,799		3,108
Income available to common shareholders (U.S. GAAP):		2,692		2,770
Numerator for diluted earnings per share:
Income available to common shareholders (IFRS) (*)		2,799		3,108
Income available to common shareholders (U.S. GAAP):		2,692		2,770
Denominator for basic earnings per share		3,747,969,121		3,747,969,121
Denominator for diluted earnings per share		3,747,969,121		3,747,969,121
IFRS (*)
Basic earnings per share (Euros)		0.747		0.829
Diluted earnings per share (Euros)		0.747		0.829
U.S. GAAP
Basic earnings per share (Euros)		0.718		0.739
Diluted earnings per share (Euros)		0.718		0.739


(*)		EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004

11. FIN 46-R

We arranged the issuance of preferred shares using special purpose vehicles (See Note 22.4.3.2 of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009). Our preferred security transactions are based on the following model:

•

We are the sponsor in the issuance of certain debentures by special purpose vehicles (SPEs) (the issuer of preference shares) that we incorporated and for which we hold 100% of the common stock and voting rights.

The SPEs issue preferred securities to 3rd party investors. The terms of the preferred securities are issued in perpetuity with fixed dividend coupon and can be called by the SPEs.

	•		The SPEs lend both the proceeds raised from the preferred securities and the common stock back to us through intercompany loans with fixed maturities and fixed interest rate similar to that the dividend coupon on the preferred securities issued by the SPEs. Consequently, the SPEs use the cash received from interest payments on BBVA loans to pay dividends to the preferred securities holders.

	•		We guarantee the dividend payments on the preferred securities.

We consolidated the SPEs under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 according to SIC 12 as we controlled them. However, under U.S. GAAP, BBVA does not consolidate the special purpose vehicle (issuer) as we have concluded that we are not the primary beneficiary as considered by FIN 46-R for the reasons described below.

We as sponsor of the issuer of the preference shares neither have a significant residual interest held since our common shares are not viewed as equity at risk as our investment is returned back to us through the intercompany loan, nor the loan payable to the special purpose vehicle would be considered variable interests since they assume variability. Additionally, the fact that BBVA unconditionally guarantees the trust preferred securities is not relevant, since BBVA is guaranteeing its own obligations.

Under U.S. GAAP we consider the investments in the common stock of this class of special purpose vehicles as equity-method investees according to APB Opinion No. 18.

As a result of the deconsolidation of the SPEs, the loans received from the SPEs are presented as financial liabilities under U.S. GAAP.

Consequently, the deconsolidation of the entities described in Note 22.4.3.2 of the Interim Consolidated Financial Statements as of June 30, 2009, has no impact on shareholders’ equity or net income attributable to parent company under U.S. GAAP.

12. Statement of Financial Accounting Standards No. 157: “Fair Value Measurement”

In September 2006, the FASB issued this Statement that defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair

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value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The disclosure about fair value measurements is presented in Notes 7 and 8 of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009.

13. Other Accounting Standards

Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51

This Statement was issued in December 2007, and is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. It amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This Statement improves comparability by eliminating that diversity.

Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities

In March 2008 the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows.

FASB Statement No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk—related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments.

This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.

The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations

This revision was issued in December 2007, and is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This Statement replaces FASB Statement No. 141, Business Combinations and establishes principles and requirements for how the acquirer:

1.		Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree

2.		Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase

3.		Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

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Statement of Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60”

Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements.

This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. This Statement requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted.

The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

Statement of Financial Accounting Standards No. 165 — Subsequent Events

The objective of this Statement, issued in May 2009, is to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth:

	1.		The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements

	2.		The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements

	3.		The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FASB Staff Position No. FAS 157-2 “Effective Date of FASB Statement No. 157”

In February 2008, the FASB released a proposed FASB Staff Position (FSP SFAS 157-2 — Effective Date of FASB Statement No. 157) which, delayed the effective date of SFAS No. 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all non-financial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of this new statement at the required effective date did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 141(R)-1 — Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies

This FASB Staff Position, issued in April 2009, amends and clarifies FASB Statement No. 141 (revised 2007), Business Combinations, to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. Application issues included:

	a.		Determining the acquisition-date fair value of a litigation-related contingency

	b.		Supporting the recognition and measurement of liabilities arising from legal contingencies when supporting information may be subject to attorney-client privilege

	c.		Distinguishing between a contractual and noncontractual contingency

	d.		Dealing with situations in which a target entity may have determined that a loss contingency should be recognized in accordance with Statement 5 because the entity intends to settle out of court but the liability does not meet the more-likely-than-not threshold for recognition of a noncontractual contingency

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	e.		Derecognizing a liability arising from a contingency recognized as of the acquisition date

	f.		Disclosing potentially prejudicial information in financial statements

	g.		Determining whether to account for contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination in accordance with the guidance for contingent consideration or in accordance with the guidance for other assets and liabilities arising from contingencies.

This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions”

This standard was issued in February 2008, and is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. Earlier application is not permitted. The objective of this FSP is to provide guidance on accounting for a transfer of a financial asset and a repurchase financing. This FSP presumes that an initial transfer of a financial asset and a repurchase financing are considered part of the same arrangement (linked transaction) under Statement 140. However, if certain criteria are met, the initial transfer and repurchase financing shall not be evaluated as a linked transaction and shall be evaluated separately under Statement 140. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”

This standard was issued in April 2008, and is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Earlier application is not permitted. The objective of this FSP is to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (revised 2007), Business Combinations, and other U.S. generally accepted accounting principles (GAAP).

Under paragraph 11 of FASB Statement No. 142, the determination of the useful life would include consideration of any legal, regulatory, or contractual provisions that enable renewal or extension of the asset’s legal or contractual life without substantial cost.

This FSP states that in developing assumptions about renewal or extension used to determine the useful life of a recognized intangible asset, an entity shall consider its own historical experience in renewing or extending similar arrangements; however, these assumptions should be adjusted for the entity-specific factors in paragraph 11 of Statement 142. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension (consistent with the highest and best use of the asset by market participants), adjusted for the entity-specific factors in paragraph 11 of Statement 142.

The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 133-1 and FIN 45-4—Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161

This FSP, issued in September 2008, amends FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, to require disclosures by sellers of credit derivatives, including credit derivatives embedded in a hybrid instrument. This FSP also amends FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, to require an additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities.

The provisions of this FSP, that amends Statement 133 and Interpretation 45, shall be effective for reporting periods (annual or interim) ending after November 15, 2008. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 140-4 and FIN 46(R)-8—Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities

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This FASB Staff Position, issued in December 2008, amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to require public entities to provide additional disclosures about transfers of financial assets. It also amends FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to require public enterprises, including sponsors that have a variable interest in a variable interest entity, to provide additional disclosures about their involvement with variable interest entities.

Additionally, this FSP requires certain disclosures to be provided by a public enterprise that is a sponsor of a qualifying special-purpose entity (SPE) that holds a variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE, and a servicer of a qualifying SPE that holds a significant variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE. The disclosures required by this FSP are intended to provide greater transparency to financial statement users about a transferor’s continuing involvement with transferred financial assets and an enterprise’s involvement with variable interest entities and qualifying SPEs.

This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 107-1 y APB 28-1 — Interim Disclosures about Fair Value of Financial Instruments

This FASB Staff Position, issued in April 2009, amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.

This FSP is effective for interim reporting periods ending after June 15, 2009. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP No. FAS 115-2 and FAS 124-2 — Recognition and Presentation of Other-Than-Temporary Impairments

This FASB Staff Position, issued in April 2009, amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.

The FSP is effective for interim and annual reporting periods ending after June 15 2009. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP FAS 157-4—Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

This FASB Staff Position, issued in April 2009, provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. It emphasizes that, even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.

This FSP is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”

This FSP applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. It clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB

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Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP EITF 99-20-1—Amendments to the Impairment Guidance of EITF Issue No. 99-20.

This FASB Staff Position, issued in January 2009, amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other than- temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance.

The FSP is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

FSP EITF 03-6-1—Determining Whether Instruments Granted in Share-Based Payment transactions Are Participating Securities

This FASB Staff Position, issued in June 2008, addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method described in paragraphs 60 and 61 of FASB Statement No. 128, Earnings per Share.

This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP. The adoption of this new statement did not have a significant effect in our results of operations, financial position or cash flows.

14. New Accounting Standards

Statement of Financial Accounting Standards No. 168 (SFAS 168) “Accounting Standards CodificationTM
and the Hierarchy of Generally Accepted Accounting Principles”

In June, 2009, the FASB issued Statement of Financial Accounting Standards No. 168 (SFAS 168) “Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles” — a replacement of FASB Statement No. 162. SFAS 168 establishes the FASB Accounting Standards CodificationTM as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with US GAAP. FAS 168 will be effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities. On the effective date, all non-SEC accounting and reporting standards will be superseded.

Statement of Financial Accounting Standards No. 166 — Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140

The Board’s objective in issuing this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors.

On and after the effective date of this SFAS, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. Therefore, formerly qualifying special-purpose entities (as defined under previous accounting standards) should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. If the evaluation on the effective date results in consolidation, the reporting entity should apply the transition guidance provided in the pronouncement that requires consolidation.

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This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. The Company does not anticipate that the adoption of this new statement at the required effective date will have a significant effect in its results of operations, financial position or cash flows.

Statement of Financial Accounting Standards No. 167 — Amendments to FASB Interpretation No. 46(R)

This Statement, issued in June 2009, amends Interpretation 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics:

	a.		The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance

	b.		The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of Financial Assets, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity.

This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not anticipate that the adoption of this new statement at the required effective date will have a significant effect in its results of operations, financial position or cash flows.

FSP FAS 132(R)-1 Employers’ Disclosures about Postretirement Benefit Plan Assets

This FASB Staff Position, issued in December 2008, amends FASB Statement No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. It also includes a technical amendment to Statement 132(R) that requires a nonpublic entity to disclose net periodic benefit cost for each annual period for which a statement of income is presented.

The disclosures about plan assets required by this FSP shall be provided for fiscal years ending after December 15, 2009. Upon initial application, the provisions of this FSP are not required for earlier periods that are presented for comparative purposes. Earlier application of the provisions of this FSP is permitted. The technical amendment to Statement 132(R) is effective upon issuance of this FSP.

The Company does not anticipate that the adoption of this new statement at the required effective date will have a significant effect in its results of operations, financial position or cash flows.

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B) MAIN DISCLOSURES REQUIRED BY U.S. ACCOUNTING REGULATIONS FOR BANKS AND ADDITIONAL DISCLOSURES REQUIRED UNDER U.S. GAAP

1. Investment Securities-

The breakdown of the Group’s investment securities portfolio by issuer is as follows:


	As of June 30, 2009									As of June 30, 2008
	Amortized				Unrealized		Unrealized			Amortized				Unrealized		Unrealized
	Cost		Fair Value		Gains		Losses			Cost		Fair Value		Gains		Losses

	(Millions of euros)
DEBT SECURITIES —
AVAILABLE FOR SALE PORTFOLIO
Domestic—		20,424		20,557		404		(173	)		10,193		10,150		145		(187	)
Spanish Government		14,520		14,645		258		(34	)		4,456		4,457		60		(59	)
Other debt securities		5,904		5,912		146		(139	)		5,737		5,693		85		(128	)
International—		29,502		29,062		868		(1,094	)		26,969		26,687		544		(827	)
United States —		7,534		7,262		183		(266	)		8,372		8,270		64		(166	)
U.S. Treasury and other U.S. Government agencies		455		423		1		(32	)		81		82		1		—
States and political subdivisions		415		426		12		(2	)		365		365		3		(2	)
Other debt securities		6,664		6,413		170		(232	)		7,926		7,823		61		(163	)
Other countries —		21,968		21,800		685		(828	)		18,597		18,417		480		(661	)
Securities of other foreign Governments		14,257		14,255		469		(490	)		11,026		10,940		347		(433	)
Other debt securities		7,711		7,545		216		(338	)		7,572		7,477		133		(228	)

TOTAL AVAILABLE FOR SALE PORTFOLIO		49,926		49,619		1,272		(1,267	)		37,162		36,837		689		(1,014	)

HELD TO MATURITY PORTFOLIO
Domestic—		2,279		2,240		13		(52	)		2,374		2,180		—		(194	)
Spanish Government		1,335		1,339		11		(8	)		1,398		1,299		—		(99	)
Other debt securities		944		901		2		(44	)		976		881		—		(95	)
International—		2,820		2,840		51		(30	)		3,028		2,848		—		(181	)

TOTAL HELD TO MATURITY PORTFOLIO		5,099		5,080		64		(82	)		5,402		5,028		—		(375	)

TOTAL DEBT SECURITIES		55,025		54,699		1,336		(1,349	)		42,565		41,865		689		(1,389	)

E-21


	As of June 30, 2009									As of June 30, 2008
	Amortized				Unrealized		Unrealized			Amortized				Unrealized		Unrealized
	Cost		Fair Value (1)		Gains		Losses			Cost		Fair Value (1)		Gains		Losses
	(Millions of euros)
EQUITY SECURITIES
AVAILABLE FOR SALE PORTFOLIO
Domestic		3,319		4,618		1,321		(22	)		4,119		6,203		2,093		(8	)
Equity listed		3,287		4,586		1,321		(22	)		4,076		6,165		2,093		(4	)
Equity Unlisted		32		32		—		—			43		38		—		(4	)
International		3,127		3,148		137		(116	)		3,127		3,159		123		(91	)
United States		603		696		110		(17	)		705		692		7		(20	)
Equity listed		106		89		—		(17	)		479		473		—		(6	)
Equity Unlisted		497		607		110		—			226		219		7		(14	)
Other countries		2,524		2,452		27		(99	)		2,422		2,467		116		(71	)
Equity listed		2,263		2,189		23		(97	)		2,302		2,338		103		(67	)
Equity Unlisted		261		263		4		(2	)		120		129		13		(4	)

TOTAL AVAILABLE FOR SALE PORTFOLIO		6,446		7,766		1,458		(138	)		7,246		9,363		2,217		(100	)

TOTAL EQUITY SECURITIES		6,446		7,766		1,458		(138	)		7,246		9,363		2,217		(100	)

TOTAL INVESTMENT SECURITIES		61,471		62,465		2,794		(1,487	)		49,811		51,227		2,905		(1,489	)


(1)		The Fair Values are determined based on period-end quoted market prices for listed securities and on management’s estimate for unlisted securities.

E-22

The total amount of losses amounted to €1,835 million, €1,368 million and €1,560 million as of June 30, 2009, December 31, 2008 and June 30, 2008, respectively.


	Millions of euros
				As of
	As of June			December			As of June
	30, 2009			31, 2008			30, 2008
Equity securities		(119	)		(26	)		(26	)
Debt securities		(231	)		(176	)		(45	)
(1) Total impairments other-than-temporary (charged to income under both GAAP)		(351	)		(202	)		(71	)
Equity securities		(138	)		(237	)		(100	)
Debt securities		(1,349	)		(929	)		(1,389	)
(2) Total temporary unrealized losses		(1,487	)		(1,166	)		(1,489	)

(1)+(2) Total losses		(1,838	)		(1,368	)		(1,560	)

As of June 30, 2009, December 31, 2008 and June 30, 2008, most of our unrealized losses correspond to other debt securities (both Available-for-Sale and Held-to-Maturity securities).

As of June 30, 2009, the fair value of the debt securities is below its amortized cost. We have evaluated this decline in fair value to determine whether it is other than temporary and we have not recognized any other-than-temporary impairment for these securities the six months ended June 30, 2009 related to the following reasons:

	•		The principal and interest payments have been made as scheduled, and there is no evidence that the debtor will not continue to do so;

	•		The future principal payments will be sufficient to recover the current amortized cost of the security;

	•		We have the intent to hold the security until maturity or at least until the fair value of the security recovers to a level that exceeds the security’s amortized cost;

	•		They have mainly arisen in a periods shorter than one year and, after our analysis, those which have arisen in periods longer than one year are not significant.

As of June 30, 2009, the unrealized losses that correspond to equity securities have been considered temporary and we have not recognized any other-than-temporary impairment for those investments because the unrealized losses related to they have mainly arisen due to the negative evolution of the markets affected by the economic situation.

An analysis of the book value of investments, exclusive of valuation reserves, by contractual maturity and fair value of the debt securities portfolio is shown below:


	As of June 30, 2009
	Book Value
			Due after one		Due after five
	Due in one		year to five		years to ten		Due after ten
	year or less		years		years		years		Total
	(Millions of euros)
*AVAILABLE-FOR-SALE PORTFOLIO()**
Domestic
Spanish government		119		6,694		4,003		3,829		14,645
Other debt securities		1,067		3,732		278		835		5,912

Total Domestic		1,186		10,426		4,281		4,664		20,557

International
United States		985		3,083		1,784		1,410		7,262
U.S. Treasury and other U.S. government agencies		160		18		—		245		423
States and political subdivisions		70		145		159		52		426
Other U.S. securities		755		2,920		1,625		1,113		6,413
Other countries		2,603		9,799		5,438		3,960		21,800
Securities of other foreign governments		666		7,483		4,018		2,088		14,255
Other debt securities of other countries		1,937		2,316		1,420		1,872		7,545

Total International		3,588		12,882		7,222		5,370		29,062

TOTAL AVAILABLE-FOR-SALE		4,774		23,308		11,503		10,034		49,619

HELD-TO-MATURITY PORTFOLIO

E-23

As of June 30, 2009

Book Value

Due after one

Due after five

Due in one

year to five

years to ten

Due after ten

year or less

years

Total

(Millions of euros)

Domestic

Spanish government

110

118

1,053

1,335

Other debt securities

212

550

128

944

Total Domestic

164

330

1,603

182

2,279

Total International

918

1,594

223

2,820

TOTAL HELD-TO-MATURITY

249

1,248

3,197

405

5,099

TOTAL DEBT SECURITIES

5,023

24,556

14,700

10,439

54,718

As of June 30, 2009

Market Value

Due after one

Due after five

Due in one

year to five

years to ten

Due after ten

year or less

years

Total

(Millions of euros)

HELD-TO-MATURITY PORTFOLIO

Domestic

Spanish government

110

119

1,055

1,338

Other debt securities

203

525

122

902

Total Domestic

162

322

1,580

176

2,240

Total International

924

1,607

226

2,840

TOTAL HELD-TO-MATURITY

245

1,246

3,187

402

5,080


	As of June 30, 2008
	Book Value
			Due after one		Due after five
	Due in one		year to five		years to ten		Due after ten
	year or less		years		years		years		Total
	(Millions of euros)
*AVAILABLE-FOR-SALE PORTFOLIO()**
Domestic
Spanish government		317		442		949		2,749		4,457
Other debt securities		847		3,337		213		1,295		5,693

Total Domestic		1,164		3,779		1,163		4,044		10,150

International
United States		850		3,051		2,884		1,484		8,270
U.S. Treasury and other U.S. government agencies		10		69		—		2		82
States and political subdivisions		59		105		134		66		365
Other U.S. securities		781		2,877		2,750		1,416		7,823
Other countries		2,301		3,849		3,654		8,612		18,417
Securities of other foreign governments		581		1,439		2,431		6,490		10,940
Other debt securities of other countries		1,720		2,411		1,223		2,122		7,477

Total International		3,151		6,900		6,538		10,096		26,687

TOTAL AVAILABLE-FOR-SALE		4,315		10,679		7,702		14,140		36,837

HELD-TO-MATURITY PORTFOLIO
Domestic
Spanish government		63		232		1,050		54		1,398
Other debt securities		27		234		586		128		976

Total Domestic		90		466		1,636		182		2,374

Total International		197		900		1,708		223		3,028

TOTAL HELD-TO-MATURITY		287		1,366		3,344		405		5,402

TOTAL DEBT SECURITIES		4,602		12,045		11,046		14,545		42,239

E-24

As of June 30, 2008

Market Value

Due after one

Due after five

Due in one

year to five

years to ten

Due after ten

year or less

years

Total

(Millions of euros)

HELD-TO-MATURITY PORTFOLIO

Domestic

Spanish government

215

975

1,299

Other debt securities

212

529

115

881

Total Domestic

427

1,504

165

2,180

Total International

187

847

1,605

209

2,848

TOTAL HELD-TO-MATURITY

270

1,274

3,109

374

5,028


(*)		As we describe in Note 2.2.1 of the Interim Consolidated Financial Statements as of June 30, 2009 the book value and market value are the same for “Trading portfolio” and “Available for sale portfolio”

Under both EU-IFRS and U.S. GAAP, the methodology used to estimate the fair value of non-traded or unlisted securities is as follows (see Note 2.2.1.b):

	•		Debt securities: fair value is considered to be the present value of the cash flows, using market interest rates (discounted cash flows).

	•		Equity securities: in the cases of equity instruments whose fair value cannot be determined in a sufficiently objective manner are measured at acquisition cost. In some cases in which trigger events indicate that a specific investment could be impaired, a specific valuation of fair value is used and all available factors are considered by management to determine the fair value under both GAAP. If it is available a valuation of the company, it is used as a better measure of fair value under both GAAP.

These methodologies include an evaluation of credit risk, market conditions (volatility, interest rate evolution, macroeconomic variables, etc...) or future expectations.

As of June 30, 2009 and 2008 the net gains from sales of available-for-sale securities amounted to €245 million and €667 million, respectively (see Notes 43 and 50 of the Unaudited Interim Consolidated Financial Statements as of June 30, 2009). As of June 30, 2009 and 2008 the gross realized gains on those sales amounted to €322 million and €1,459 million, respectively. As of June 30, 2009 and 2008 the gross realized losses on those sales amounted to €77 million and €793 million, respectively.

2. Loans and Accounting by Creditors for Impairment of a Loan-

The balance of the recorded investment in impaired loans (substandard loans) and of the related valuation allowance as of June 30, 2009 is as follows:


	As of June 30,
	2009
	Millions of
	euros
Impaired loans requiring no reserve		70
Impaired loans requiring valuation allowance		11,440

Total impaired loans		11,510

Valuation allowance on impaired loans		3,393

The roll-forward allowance is shown in Note 7.1 of the Interim Consolidated Financial Statements as of June 30, 2009.

E-25

The related amount of interest income recognized during the time within that period that the loans were impaired was:


	Six months ended
	June 30, 2009
	Millions
	of euros
Interest revenue that would have been recorded if accruing		1,257
Net interest revenue recorded		89

3. Investments in and Indebtedness of and to Affiliates-

For aggregated summarized financial information with respect to significant affiliated companies for the six months ended June 30, 2009 see Note 17 and Appendix V of the Interim Consolidated Financial Statements as of June 30, 2009 for detailed information of investments in associates.

4. Deposits-

The breakdowns of deposits from credit entities and customers as of June 30, 2009, by domicile and type are included in Note 22 of the Interim Consolidated Financial Statements as of June 30, 2009.

As of June 30, 2009, December 31, 2008 and June 30, 2008, the time deposits, both domestic and international, (other than interbank deposits) in denominations of €70,751 thousand (approximately US$100 thousand) or more were €99.32 billion, €97.92 and €96.98 billion, respectively.

5. Short-Term Borrowings-

The information about “Short-Term borrowings” required under S-X Regulations is as follows:


	As of June 30, 2009
	Amount		Average rate
	(in millions of euro, except percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of June 30		26,756		3.23	%
Average during first half year		24,635		3.37	%
Maximum quarter-end balance		29,421		—
Bank promissory notes:
As of June 30		28,384		1.23	%
Average during first half year		28,351		1.75	%
Maximum quarter-end balance		30,919		—
Bonds and Subordinated debt:
As of June 30		18,220		2.67	%
Average during first half year		16,672		2.97	%
Maximum quarter-end balance		18,220		—
Total short-term borrowings as of June 30		73,360		2.32	%


	As of December 31,
	2008
	Amount		Average rate
	(in millions of euro, except percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of December 31		28,206		4.66	%
Average during year		34,729		5.62	%
Maximum quarter-end balance		34,202		—
Bank promissory notes:
As of December 31		20,061		3.70	%
Average during year		15,661		4.57	%
Maximum quarter-end balance		20,061		—
Bonds and Subordinated debt:
As of December 31		13,565		4.66	%
Average during year		12,447		5.18	%
Maximum quarter-end balance		15,822		—
Total short-term borrowings as of December 31		61,832		4.35	%

E-26

As of June 30, 2009 and December 31, 2008, short-term borrowings include €15,909 million and €13,018 million, respectively, of securities sold under agreements to repurchase from Bank of Spain and other Spanish and foreign financial institutions.

6. Long Term Debt-

See Note 22 of the Interim Consolidated Financial Statements as of June 30, 2009.

7. Derivative Financial Instruments and Hedging Activities-

The breakdown of the Derivative Financial Instruments is shown in Notes 10 and 15 of the Interim Consolidated Financial Statements as of June 30, 2009.

7.1. Objectives for the holding of positions in derivatives and strategies for the achievement of these objectives

See Note 15 of the Interim Consolidated Financial Statements as of June 30, 2009.

7.1.1. Risk Management Policies

See Note 7 of the Interim Consolidated Financial Statements as of June 30, 2009.

7.1.2. Transactions whose risks are hedged for U.S. GAAP purposes

U.S. GAAP (SFAS 133) is more restrictive than IAS 39, Financial Instruments: recognition and measurement, on the types of risks that may be hedged and therefore certain hedging relationships have been discontinued under U.S. GAAP.

Paragraph 21.f. of SFAS 133 defines the risks that may be hedged as only one of (or a combination of) the following:

(a) the risk of changes in the overall fair value of the entire hedged item,

(b) the risk of changes in its fair value attributable to changes in the designated benchmark interest rate (referred to as interest rate risk),

(c) the risk of changes in its fair value attributable to changes in the related foreign currency exchange rates (referred to as foreign exchange risk) and

(d) the risk of changes in its fair value attributable to both changes in the obligor’s creditworthiness and changes in the spread over the benchmark interest rate with respect to the hedged item’s credit sector at inception of the hedge (referred to as credit risk).

The same paragraph states that an entity may not simply designate prepayment risk as the risk being hedged for a financial asset unless it is represented by an embedded option in the hedged instrument.

Transactions whose risks are hedged for U.S. GAAP purposes are:

	1.		Available for sale fixed rate debt securities: this risk is hedged using interest-rate derivatives (interest-rate swaps through which the fixed-coupon of the bond is exchanged for a variable return).

	2.		Long term fixed rate debt issued: this risk is hedged using interest-rate derivatives (interest-rate swaps which replicate, on the collection leg, the payment resulting from the issue and transform it into a variable cost for the Bank).

	3.		Foreign currency of a net investment in a foreign subsidiary: the risk of a net investment in a foreign operation is exchanged for the currency in which the investment is denominated.

	4.		Available for sale equity securities: this risk is hedged using equity swaps through which the risk of variation in the price per books of the portfolio is transferred to the counterparty.

	5.		Fixed rate loans: this risk is hedged using interest-rate derivatives (interest-rate swaps through which the fixed-coupon of the loans is exchanged for a variable return).

	6.		Floating interest rate loans in foreign currencies: this risk is hedged using currency swaps.

E-27

7.2. Accounting for Derivative Instruments and Hedging Activities

Under SFAS 133 the accounting for changes in fair value of a derivative instrument depends on its intended use and the resulting designation.

If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item attributable to the hedged risk are recognized in earnings.

If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in Other Comprehensive Income and are recognized in the income statement when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.

The gain or loss on a hedging derivative instrument that is designated as, and is effective as, an economic hedge of the net investment in a foreign operation is reported in the same way as a translation adjustment to the extent it is effective as a hedge. The ineffective portion of net investment hedges is reported in earnings.

Hedging transactions must be formally documented, designated and the company must describe the way the effectiveness is going to be assessed.

On the other hand when the derivative is designated as a trading transaction the changes in the fair value must be recognized in earnings.

7.3. Additional disclosures required by U.S. GAAP: Fair Value Methods

The methods used by the Group in estimating the fair value of its derivative instruments are as follows:

Forward purchases/sales of foreign currency

Estimated fair value of these financial instruments is based on quoted market prices.

Forward purchases/sales of government debt securities

Estimated fair value of these financial instruments is based on quoted market prices, since they are mostly traded in organised markets.

Options and financial futures

Derivatives traded in organised markets are valued based on quoted market prices.

For options and futures traded in OTC markets, the fair value is estimated based on theoretical year-end closing prices. These year-end closing prices are calculated according to generally accepted models estimating the amounts the Group would receive or pay based upon the yield curve/ volatilities prevailing at year-end or prices.

Forward rate agreements and interest rate swaps

Fair values of these contracts are estimated based on the discounted future cash flows related to the interest rates to be collected or paid, using for this purpose the yield curve prevailing at year-end.

8. Pension liabilities-

See Notes 2.2.3 and 25 of the Interim Consolidated Financial Statements as of June 30, 2009 for a detail of the pension commitments under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

9. Disclosures about Fair Value of Financial Instruments (SFAS 107)-

See Note 8 of the Interim Consolidated Financial Statements as of June 30, 2009 for disclosures about Fair Value of Financial Instruments, as required by SFAS No. 107.

10. Segment Information-

See Note 6 of the Interim Consolidated Financial Statements as of June 30, 2009, for a detail of the segment information under the EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004.

E-28

11. FIN 48-

As of June 30, 2009 and December 31, 2008, the Group’s unrecognized tax benefits, including related interest expense and penalties was €1,029 million and €1,136 million, respectively, of which €535 million, if recognized, would reduce the annual effective tax rate. As the Group is presently under audit by number of tax authorities, it is reasonably possible that unrecognized tax benefits could change significantly over the next 12 months. The Group does not expect that any such changes would have a material impact on its annual effective tax rate.

Due to the inherent complexities arising from the nature of the Group’s businesses, and from conducting business are being taxed in a substantial number of jurisdictions, significant judgements and estimates are required to be made. Agreement of tax liabilities between BBVA and the many tax jurisdictions in which Group files tax returns may not be finalized for several years. Thus, the Group’s final tax-related assets and liabilities may ultimately be different than those currently reported.

The following is a roll-forward of the Company’s FIN 48 unrecognized tax benefits from December 31, 2008 to June 30, 2009.


	In millions of
	euros
Total unrecognized tax benefits as of December 31, 2008		1,136
Net amount of increases for current year’s tax positions		—
Gross amount of increases for prior years’ tax positions		82
Gross amount of decreases for prior years’ tax positions		(2	)
Foreign exchange and acquisitions		(187	)
Total unrecognized tax benefits as of June 30, 2009		1,029

The Group classifies interests as interest expenses but penalties are classified as tax expense. During the first half 2009, the Group recognized approximately €29 million in interests and penalties. The Group had approximately €284 million for the payment of interests and penalties accrued as of June 30, 2009.

The following are the major tax jurisdictions in which the Company and its affiliates operate and the earliest tax year subject to examination:


Jurisdiction	Tax year
Spain		2004-2008
United States		2005-2008
Puerto Rico		2003-2008
Peru		2006-2008
Colombia		2003-2008
Argentina		2004-2008
Venezuela		2003-2008
Mexico		2006-2008

12. Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered-

In accordance with Reg. S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered, BBVA International Preferred, S.A. (Unipersonal) — issuer of registered preferred securities guaranteed by Banco Bilbao Vizcaya Argentaria, S.A. — do not file the financial statements required for a registrant by Regulation S-X as BBVA International Preferred, S.A. (Unipersonal) is 100% owned finance subsidiary of Banco Bilbao Vizcaya Argentaria, S.A. who fully and unconditionally guarantees the preferred securities (Serie C is listed in the United States). No other subsidiary of the Bank guarantees such securities. We are not aware of any legal or economic restrictions on the ability of this subsidiary to transfer funds to our parent company in the form of cash dividends, loans or advances, capital repatriation or otherwise. There is no assurance that in the future such restrictions will not be adopted.

E-29


		PAGE
Certain Terms and Conventions		3
Forward-Looking Statements		3
Presentation of Financial Information		4
Selected Financial Data		6
Business Overview		8
Selected Statistical Information		13
Unresolved Staff Comments		26
Operating and Financial Review and Prospects		26
Major Shareholders		43
Subsequent Events		43
Unaudited Interim Consolidated Financial Statements		F-1
Exhibit I: U.S. GAAP Reconciliation		E-1

	•		Financial Planning, carried out by the Group’s Assets and Liabilities Committee (“ALCO”), which administers the Group’s interest- and exchange-rate structure as well as its overall liquidity and shareholders’ funds; and

	•		Holdings in Industrial and Financial Companies: manages the Group’s investment portfolio in industrial and financial companies applying strict criteria for risk control, economic capital consumption and return on investment, with diversification over different industries.


UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Consolidated balance sheets			F-4

2. Consolidated income statements			F-7

3. Consolidated statements of changes in total equity			F-8

4. Consolidated statements of recognized income and expense			F-10

5. Consolidated statements of cash flows			F-11

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Introduction, basis of presentation of the consolidated financial statements and other information			F-13

2. Basis of consolidation, accounting policies and measurement bases applied and IFRS recent pronouncements			F-15

3. Banco Bilbao Vizcaya Argentaria Group			F-38

4. Dividends paid by the Bank			F-41

5. Earnings per share			F-41

6. Basis and methodology information for segment reporting			F-42

7. Risk exposure			F-44

8. Fair Value of financial instruments			F-61

9. Cash and balances with central banks			F-66

10. Financial assets and liabilities held for trading			F-67

11. Other financial assets and liabilities at fair value through profit or loss			F-69

12. Available-for-sale financial assets			F-70

13. Loans and receivables			F-71

14. Held-to-maturity investments			F-73

15. Hedging derivatives (receivable and payable)			F-73

16. Non-current assets held for sale and liabilities associated with non-current assets held for sale			F-75

17. Investments in entities accounted for using the equity method			F-76

18. Reinsurance assets			F-78

19. Tangible assets			F-79

20. Intangible assets			F-80

21. Rest of assets and liabilities			F-81

22. Financial liabilities at amortised cost			F-82

23. Liabilities under insurance contracts			F-87

24. Provisions			F-88

25. Commitments with personnel			F-88

26. Minority interests			F-93

27. Capital stock			F-94


28. Share premium			F-95

29. Reserves			F-95

30. Treasury shares			F-98

31. Capital ratio			F-99

32. Tax matters			F-99

33. Financial guarantees and drawable by third parties			F-101

34. Assets assigned to other own and third-party obligations			F-101

35. Other contingent assets			F-101

36. Purchase and sale commitments			F-101

37. Transactions for the account of third parties			F-102

38. Interest income and expense and similar items			F-103

39. Dividend income			F-106

40. Share of profit or loss of entities accounted for using the equity method			F-106

41. Fee and commission income			F-106

42. Fee and commission expenses			F-107

43. Net gains (losses) on financial assets and liabilities			F-107

44. Other operating income and expenses			F-108

45. Administration costs			F-108

46. Provisions (net)			F-111

47. Impairment on financial assets (net)			F-111

48. Impairment on other assets (net)			F-112

49. Gains (losses) in written off assets not classified as non-current assets held for sale			F-112

50. Gains and losses in non-current assets held for sale not classified as discontinued operations			F-112

51. Consolidated statement of cash flows			F-112

52. Accountants fees and services			F-113

53. Related party transactions			F-114

54. Remuneration of the Members of Board of Directors and the Management Committee			F-115

55. Detail of the Director’s holdings in companies with similar business activities			F-119

56. Other information			F-119

57. Subsequent events			F-120


APPENDIX

I. Financial statements of Banco Bilbao Vizcaya Argentaria, S.A.			F-121

II. Additional information on consolidated subsidiaries composing the BBVA Group			F-130

III. BBVA Group’s securitization funds			F-143

IV. Additional information on jointly controlled companies proportionately consolidated in the BBVA Group			F-145

V. Additional information on investments and jointly controlled companies accounted for using the equity method in the BBVA Group			F-146

VI. Changes and notification of investments in the BBVA Group in 2009			F-148

VII. Subsidiaries fully consolidated with more than 10% owned by non-Group shareholders			F-152

VIII. Detail of the most significant issuances, repurchases or refunds of debt instruments issued by the bank or entities of the Group as of June 30, 2009			F-153

IX. Glossary of terms			F-156


			% of voting rights
			controlled by the						*Thousands of Euros ()**
			Bank								Investee Data
																	Profit
																	(Loss)
																	for the
									Net								period
									carrying		Assets		Liabilities		Equity		ended
Company	Location	Activity	Direct		Indirect		Total		amount		30.06.09		30.06.09		30.06.09		30.06.09

ECASA, S.A.	CHILE	FINANCIAL SERV.		—		51,00		51,00		2.036		2.657		622		11		2.024
FORUM DISTRIBUIDORA, S.A.	CHILE	FINANCIAL SERV.		—		51,04		51,04		5.430		25.062		19.021		5.716		325
FORUM SERVICIOS FINANCIEROS, S.A.	CHILE	FINANCIAL SERV.		—		51,00		51,00		45.510		556.923		495.927		47.728		13.268
INVERSIONES PLATCO, C.A.	VENEZUELA	FINANCIAL SERV.		—		50,00		50,00		13.765		29.813		2.281		26.910		622
PSA FINANCE ARGENTINA COMPAÑIA FINANCIERA, S.A.	ARGENTINA	FINANCIAL SERV.		—		50,00		50,00		8.038		78.365		62.287		12.253		3.825


	Banco Bilbao Vizcaya Argentaria, S.A.
Date: October 5, 2009	By:	/s/ Javier Malagón Navas
		Name:	Javier Malagón Navas
		Title:	Chief accounting officer