Exhibit 99.1

CERTAIN INFORMATION REQUIRED BY FORM 20-F, RETROSPECTIVELY ADJUSTED FOR THE ADOPTION OF NEW STANDARDS

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

TABLE OF CONTENTS

		PAGE
PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		8
ITEM 3.	KEY INFORMATION		8
A.	Selected Consolidated Financial Data		8
ITEM 4.	INFORMATION ON THE COMPANY		19
A.	History and Development of the Company		19
B.	Business Overview		19
C.	Organizational Structure		27
D.	Property, Plants and Equipment		27
E.	Selected Statistical Information		28
F.	Competition		48
ITEM 4A.	UNRESOLVED STAFF COMMENTS		48
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		48
A.	Operating Results		48
B.	Liquidity and Capital Resources		73
C.	Research and Development, Patents and Licenses, etc.		75
D.	Trend Information		75
E.	Off-Balance Sheet Arrangements		76
F.	Tabular Disclosure of Contractual Obligations		76
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		77
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		77
ITEM 8.	FINANCIAL INFORMATION		77
ITEM 9.	THE OFFER AND LISTING		77
ITEM 10.	ADDITIONAL INFORMATION		77
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		77
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		77
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		77
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		77
ITEM 15.	CONTROLS AND PROCEDURES		77
ITEM 16.	[RESERVED]		77
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		77
ITEM 16B.	CODE OF ETHICS		77
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		78
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		78
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		78
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		78
ITEM 16G.	CORPORATE GOVERNANCE		78
ITEM 16H.	MINE SAFETY DISCLOSURE		78

4

EXPLANATORY NOTE

We are filing this report on Form 6-K to give retrospective effect to certain changes in our accounting that came into force in 2013 and to reflect the changes on our financial information by operating segments per our current reporting structure. In particular, in this report we recast the audited consolidated financial statements as of and for the years ended December 31, 2012 and 2011 included in our annual report on Form 20-F for the fiscal year ended December 31, 2012 as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 2, 2013 (the “2012 Form 20-F”) to reflect changes in the accounting standards set out in IFRS 10 and 11. The Group (as defined below) has implemented the new accounting standards set out in IFRS 10 and 11 since January 1, 2013. The impact of the implementation of the new accounting standard set out in IFRS 10 has not been material. Under the new standard set forth by IFRS 11, which supersedes SIC 13 “Jointly Controlled Entities—Non-Monetary Contributions by Venturers” and IAS 31 “Interest in Joint Ventures”, it is no longer possible to use the proportionate consolidation method to account for joint arrangements. As a result, joint arrangements must be accounted for using the equity method. Accordingly, Türkiye Garanti Bankası A.Ş. (“Garanti”) and entities of the Garanti group are from January 1, 2013 accounted for using the equity method, whereas they were accounted for under the proportionate consolidation method prior to such date. This change affects various line items in our consolidated income statement and balance sheet but has no impact on our total equity or profit attributed to parent company. We are applying this change retrospectively to 2012, 2011 and 2010 in order to enhance the comparability of our financial disclosures for such year with 2013 and subsequent periods. However, with respect to 2010, the effect of the implementation of IFRS 10 and 11 is immaterial since the Group acquired Garanti in 2011, and there is no change to our previously reported audited consolidated financial statements as of and for the year ended December 31, 2010. While changes to IFRS 12 “Disclosure of interest in other entities” and IAS 19 “ Employee Benefits” also came into force in 2013, we have not recast our consolidated financial statements to reflect these changes, as the impact of the implementation of these new accounting standards has not been material for the Group.

In addition, our 2012 and 2011 financial information by operating segment has been restated to reflect our current reporting structure. As a result of the operating segment restructuring carried out in 2013, the assets and results pertaining to the real estate business in Spain are now presented under a separate operating segment, Real Estate Activity in Spain. This new operating segment was created to manage the increased risk with our real estate assets in Spain as a result of the economic crisis and the increase in our real estate assets as a result of the acquisition of Unnim. We have not restated our 2010 financial information by opeating segment given the absence of readily available comparable information (as a result of our real estate department not being created until 2011). In accordance with IFRS 8, the information for the Eurasia operating segment is presented under the management criteria, pursuant to which the information for such segment includes our 25.01% participation in the assets, liabilities and income statement of Garanti. A reconciliation of the income statement of our operating segments and the Group’s income statement is set forth in this report.

In this report we have included only such disclosure as was impacted by the revisions described above. This report does not, and does not purport to, recast or update the information in any other part of the 2012 Form 20-F or reflect any events that have occurred after the 2012 Form 20-F was filed on April 2, 2013. The filing of this report should not be understood to mean that any other statements contained in the 2012 Form 20-F are true and complete as of any date subsequent to April 2, 2013. This 6-K should be read in conjunction with the 2012 Form 20-F and our other filings with the SEC.

CERTAIN TERMS AND CONVENTIONS

The terms below are used as follows throughout this report:

• “BBVA”, “Bank”, the “Company”, the “Group” or the “BBVA Group” means Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

• “BBVA Bancomer” means Bancomer S.A. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.

5

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

• “Recast Consolidated Financial Statements” means our audited recast consolidated financial statements as of and for the years ended December 31, 2012, 2011 and 2010 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 and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”).

• “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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 the items listed below, identifies important factors that could cause such differences:

• “Item 3. Key Information—Risk Factors” in our 2012 Form 20-F;

• “Item 4. Information on the Company” herein and in our 2012 Form 20-F;

• “Item 5. Operating and Financial Review and Prospects” herein and in our 2012 Form 20-F; and

• “Item 11. Quantitative and Qualitative Disclosures About Market Risk” in our 2012 Form 20-F.

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 increased capital and provision requirements;

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

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

6

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

• our ability to hedge certain risks economically;

• downgrades in our credit ratings, including as a result of a decline in the Kingdom of Spain’s credit ratings;

• the success of our acquisitions divestitures, mergers and strategic alliances;

• 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

Under Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of July 19, 2002, all companies governed by the law of an EU Member State and whose securities are admitted to trading on a regulated market of any Member State must prepare their consolidated financial statements for the years beginning on or after January 1, 2005 in conformity with EU-IFRS. The Bank of Spain issued Circular 4/2004 of December 22, 2004 on Public and Confidential Financial Reporting Rules and Formats (as amended or supplemented from time to time, “Circular 4/2004”), which requires Spanish credit institutions to adapt their accounting system to the principles derived from the adoption by the European Union of EU-IFRS.

Differences between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and IFRS-IASB are not material for the three years ended December 31, 2012. Accordingly, the Recast Consolidated Financial Statements included in this report have been prepared in accordance with EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004 and in compliance with IFRS-IASB.

As mentioned in “Item 4. Information on the Company History and Development of the Company—Capital Divestitures—2013” and Note 3 to the Recast Consolidated Financial Statements, the Group announced its decision to conduct a study on strategic alternatives for its pension business in Latin America. The alternatives considered in this process include the total or partial sale of the businesses of the Pension Fund Administrators (AFP) in Chile, Colombia and Peru, and the Retirement Fund Administrator (Afore) in Mexico. For that reason on-balance figures for our companies related to the pension businesses in Latin America, have been reclassified under the headings “Non-current assets held for sale” and “Liabilities associated with non-current assets held for sale” of the consolidated balance sheet as of December 31, 2012, and the revenues and expenses of these companies for 2012 have been reclassified under the heading “Profit from discontinued operations” in the accompanying consolidated income statement. In accordance with IFRS 5, and in order to present financial information for all periods on a consistent basis, we have reclassified the revenues and expenses from these companies under the heading “Profit from discontinued operations” in the consolidated income statement for 2011 and 2010. These reclassifications have had no impact on our “Profit”.

7

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 equity.

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

• 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, information regarding period-to-period changes is based on numbers which have not been rounded.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 3. KEY INFORMATION

A. Selected Consolidated Financial Data

The historical financial information set forth below for the years ended December 31, 2012, 2011 and 2010 has been selected from, and should be read together with, the Recast Consolidated Financial Statements included herein. The audited financial statements for 2009 and 2008 are not included in this document, and they instead can be found in the respective annual reports on Form 20-F for certain prior years previously filed by us. In annual reports on Form 20-F for years prior to 2011, the financial statements for 2008 were prepared under EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2004, and thus were presented on a non-comparable basis.

For information concerning the preparation and presentation of the financial information contained herein, see “Presentation of Financial Information”.

	Year Ended December, 31
	2012 (*)			2011 (*)			2010 (*)			2009			2008
	(In Millions of Euros, Except Per Share/ADS Data (In Euros))
Consolidated Statement of Income data
Interest and similar income		24,815			23,229			21,130			23,773			30,403
Interest and similar expenses		(10,341	)		(10,505	)		(7,814	)		(9,893	)		(18,717	)
Net interest income		14,474			12,724			13,316			13,880			11,685
Dividend income		390			562			529			443			447
Share of profit or loss of entities accounted for using the equity method		1,039			787			331			118			291
Fee and commission income		5,290			4,874			4,864			4,841			5,057

8

	Year Ended December, 31
	2012 (*)			2011 (*)			2010 (*)			2009			2008
	(In Millions of Euros, Except Per Share/ADS Data (In Euros))
Fee and commission expenses		(1,134	)		(980	)		(831	)		(790	)		(868	)
Net gains (losses) on financial assets and liabilities		1,636			1,070			1,372			821			1,374
Net exchange differences		69			410			455			651			232
Other operating income		4,765			4,212			3,537			3,395			3,554
Other operating expenses		(4,705	)		(4,019	)		(3,240	)		(3,145	)		(3,085	)
Administration costs		(9,396	)		(8,634	)		(8,007	)		(7,486	)		(7,588	)
Depreciation and amortization		(978	)		(810	)		(754	)		(690	)		(694	)
Provisions (net)		(641	)		(503	)		(475	)		(446	)		(1,416	)
Impairment losses on financial assets (net)		(7,859	)		(4,185	)		(4,718	)		(5,473	)		(4,098	)
Impairment losses on other assets (net)		(1,123	)		(1,883	)		(489	)		(1,619	)		(45	)
Gains (losses) on derecognized assets not classified as non-current assets held for sale		3			44			41			20			72
Negative goodwill		376			—			1			99			—
Gains (losses) in non-current assets held for sale not classified as discontinued operations		(624	)		(271	)		127			859			748
Operating profit before tax		1,582			3,398			6,059			5,478			5,669
Income tax		352			(158	)		(1,345	)		(1,085	)		(1,193	)
Profit from continuing operations		1,934			3,240			4,714			4,394			4,476
Profit from discontinued operations (net)		393			245			281			201			99
Profit		2,327			3,485			4,995			4,595			4,575
Profit attributed to parent company		1,676			3,004			4,606			4,210			4,210
Profit attributed to non-controlling interests		651			481			389			385			365
Per share/ADS (1) Data
Numbers of shares outstanding (at period end)		5,448,849,545			4,903,207,003			4,490,908,285			3,747,969,121			3,747,969,121
Income attributed to parent company (2)		0.32			0.62			1.10			1.02			1.21
Dividends declared		0.200			0.200			0.270			0.420			0.501

(*) Recast. See “Explanatory Note”.

(1) Each American Depositary Share (“ADS”) 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 including the average number of estimated shares to be converted and, for comparative purposes, a correction factor to account for the capital increases carried out in November 2010, April 2011, October 2011, April 2012 and October 2012, and excluding the weighted average number of treasury shares during the period (5,464 million, 4,945 million, 4,264 million, 4,133 million and 4,134 million shares in 2012, 2011, 2010, 2009 and 2008, respectively). With respect to the years ended December 31, 2012, 2011 and 2010, see Note 5 to the Recast Consolidated Financial Statements.

9

	As of and for Year Ended December 31,
	2012 (*)			2011 (*)			2010 (*)			2009			2008
	(In Millions of Euros, Except Percentages)
Consolidated Balance Sheet data
Total assets		621,072			582,838			552,738			535,065			542,650
Common stock		2,670			2,403			2,201			1,837			1,837
Loans and receivables (net)		371,347			369,916			364,707			346,117			369,494
Customer deposits		282,795			272,402			275,789			254,183			255,236
Debt certificates and subordinated liabilities		98,070			96,427			102,599			117,817			121,144
Non-controlling interest		2,372			1,893			1,556			1,463			1,049
Total equity		43,802			40,058			37,475			30,763			26,705
Consolidated ratios
Profitability ratios:
Net interest margin (1)		2.41	%		2.29	%		2.38	%		2.56	%		2.26	%
Return on average total assets (2)		0.37	%		0.61	%		0.89	%		0.85	%		0.88	%
Return on average equity (3)		4.0	%		8.0	%		15.8	%		16.0	%		15.5	%
Credit quality data
Loan loss reserve (4)		14,159			9,139			9,473			8,805			7,505
Loan loss reserve as a percentage of total loans and receivables (net)		3.81	%		2.47	%		2.60	%		2.54	%		2.03	%
Non-performing asset ratio (NPA ratio) (5)		5.2	%		4.0	%		4.1	%		4.3	%		2.3	%
Impaired loans and advances to customers		19,960			15,416			15,361			15,197			8,437
Impaired contingent liabilities to customers (6)		312			217			324			405			131
		20,272			15,633			15,685			15,602			8,568
Loans and advances to customers		356,278			351,634			348,253			332,162			342,682
Contingent liabilities to customers		36,891			37,126			35,816			32,614			35,952
		393,169			388,760			384,069			364,776			378,635

(*) Recast. See “Explanatory Note”.

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

(2) Represents profit as a percentage of average total assets.

(3) Represents profit attributed to parent company as a percentage of average equity.

(4) Includes impairment losses of loans and receivables to credit institutions, loans and advances to customers and debt securities See Note 13 to the Recast Consolidated Financial Statements.

(5) Represents the sum of impaired loans and advances to customers and impaired contingent liabilities to customers divided by the sum of loans and advances to customers and contingent liabilities to customers.

(6) We include contingent liabilities in the calculation of our non-performing asset ratio (NPA ratio). We believe that impaired contingent liabilities should be included in the calculation of our NPA ratio where we have reason to know, as of the reporting date, that they are impaired. The credit risk associated with contingent liabilities (consisting mainly of financial guarantees provided to third-parties on behalf of our customers) is evaluated and provisioned according to the probability of default of our customers’ obligations. If impaired contingent liabilities were not included in the calculation of our NPA ratio, such ratio would generally be higher for the periods covered, amounting to approximately 5.7%, 4.4%, 4.4%, 4.6% and 2.5% as of December 31, 2012, 2011, 2010, 2009 and 2008.

10

The tables set forth below reflect the impact of the implementation of the new accounting standards set out in IFRS 10 and 11 on our consolidated balance sheet and consolidated income statements as of and for the years December 31, 2012 and 2011:

	As of December 31, 2012 As Previously Reported		Adjustments			As of December 31, 2012 After Implementation
	(In Millions of Euros)
Assets
Cash and balances with central banks		37,434		(1,940	)		35,494
Financial assets held for trading		79,954		(125	)		79,829
Loans and advances to credit institutions		—		—			—
Loans and advances to customers		244		—			244
Debt securities		28,066		(46	)		28,020
Equity instruments		2,922		(7	)		2,915
Trading derivatives		48,722		(72	)		48,650
Other financial assets designated at fair value through profit or loss		2,853		(323	)		2,530
Loans and advances to credit institutions		24		(24	)		—
Loans and advances to customers		—		—			—
Debt securities		753		—			753
Equity instruments		2,076		(299	)		1,777
Available-for-sale financial assets		71,500		(4,000	)		67,500
Debt securities		67,543		(3,995	)		63,548
Equity instruments		3,957		(5	)		3,952
Loans and receivables		383,410		(12,063	)		371,347
Loans and advances to credit institutions		26,522		(1,074	)		25,448
Loans and advances to customers		352,931		(10,768	)		342,163
Debt securities		3,957		(221	)		3,736
Held-to-maturity investments		10,162		—			10,162
Fair value changes of the hedged items in portfolio hedges of interest rate risk		226		—			226
Hedging derivatives		4,894		—			4,894
Non-current assets held for sale		4,245		(16	)		4,229
Investments in entities accounted for using the equity method		6,795		3,987			10,782
Associates		6,469		—			6,469
Jointly controlled entities		326		3,987			4,313
Insurance contracts linked to pensions		7		—			7
Reinsurance assets		50		—			50
Tangible assets		7,785		(213	)		7,572
Property, plants and equipment		5,898		(196	)		5,702
For own use		5,373		(196	)		5,177
Other assets leased out under an operating lease		525		—			525
Investment properties		1,887		(17	)		1,870
Intangible assets		8,912		(1,780	)		7,132
Goodwill		6,727		(1,297	)		5,430
Other intangible assets		2,185		(483	)		1,702
Tax assets		11,829		(179	)		11,650
Current		1,958		(107	)		1,851
Deferred		9,871		(72	)		9,799
Other assets		7,729		(61	)		7,668
Inventories		4,223		—			4,223
Rest		3,506		(61	)		3,445
TOTAL ASSETS		637,785		(16,713	)		621,072

11

	As of December 31, 2012 As Previously Reported		Adjustments			As of December 31, 2012 After Implementation
	(In Millions of Euros)
Liabilities
Financial liabilities held for trading		55,927		(93	)		55,834
Deposits from central banks		—		—			—
Deposits from credit institutions		—		—			—
Customer deposits		—		—			—
Debt certificates		—		—			—
Trading derivatives		49,348		(94	)		49,254
Short positions		6,579		—			6,579
Other financial liabilities		—		—			—
Other financial liabilities designated at fair value through profit or loss		2,516		(300	)		2,216
Deposits from central banks		—		—			—
Deposits from credit institutions		—		—			—
Customer deposits		—		—			—
Debt certificates		—		—			—
Subordinated liabilities		—		—			—
Other financial liabilities		2,516		(300	)		2,216
Financial liabilities at amortized cost		506,487		(15,882	)		490,605
Deposits from central banks		46,790		(315	)		46,475
Deposits from credit institutions		59,722		(4,047	)		55,675
Customer deposits		292,716		(9,921	)		282,795
Debt certificates		87,212		(957	)		86,255
Subordinated liabilities		11,831		(16	)		11,815
Other financial liabilities		8,216		(626	)		7,590
Fair value changes of the hedged items in portfolio hedges of interest rate risk		—		—			—
Hedging derivatives		2,968		—			2,968
Liabilities associated with non-current assets held for sale		387		—			387
Liabilities under insurance contracts		9,032		(12	)		9,020
Provisions		7,927		(93	)		7,834
Provisions for pensions and similar obligations		5,796		(19	)		5,777
Provisions for taxes and other legal contingencies		408		(2	)		406
Provisions for contingent risks and commitments		341		(19	)		322
Other provisions		1,382		(53	)		1,329
Tax liabilities		4,077		(257	)		3,820
Current		1,194		(136	)		1,058
Deferred		2,883		(121	)		2,762
Other liabilities		4,662		(76	)		4,586
TOTAL LIABILITIES		593,983		(16,713	)		577,270

12

	As of December 31, 2012 As Previously Reported			Adjustments			As of December 31, 2012 After Implementation
	(In Millions of Euros)
Equity
Stockholders’ funds		43,614			—			43,614
Common Stock		2,670			—			2,670
Issued		2,670			—			2,670
Unpaid and uncalled (-)		—			—			—
Share premium		20,968			—			20,968
Reserves		19,672			—			19,672
Accumulated reserves (losses)		18,848			(127	)		18,721
Reserves (losses) of entities accounted for using the equity method		824			127			951
Other equity instruments		62			—			62
Equity component of compound financial instruments		—			—			—
Other equity instruments		62			—			62
Less: Treasury stock		(111	)		—			(111	)
Income attributed to the parent company		1,676			—			1,676
Less: Dividends and remuneration		(1,323	)		—			(1,323	)
Valuation adjustments		(2,184	)		—			(2,184	)
Available-for-sale financial assets		(145	)		(93	)		(238	)
Cash flow hedging		36			—			36
Hedging of net investment in foreign transactions		(322	)		79			(243	)
Exchange differences		(1,356	)		192			(1,164	)
Non-current assets held-for-sale		(104	)		—			(104	)
Entities accounted for using the equity method		158			(182	)		(24	)
Other valuation adjustments		(451	)		4			(447	)
Non-controlling interest		2,372			—			2,372
Valuation adjustments		188			—			188
Rest		2,184			—			2,184
TOTAL EQUITY		43,802			—			43,802
TOTAL LIABILITIES AND EQUITY		637,785			(16,713	)		621,072
MEMORANDUM ITEM
Contingent risks		39,540			(2,521	)		37,019
Contingent commitments		93,098			(2,956	)		90,142

13

	For the Year Ended December 31, 2012 As Previously Reported			Adjustments			For the Year Ended December 31, 2012 After Implementation
	(In Millions of Euros)
Consolidated Statement of Income data
Interest and similar income		26,262			(1,447	)		24,815
Interest and similar expenses		(11,140	)		799			(10,341	)
Net interest income		15,122			(648	)		14,474
Dividend income		390			—			390
Share of profit or loss of entities accounted for using the equity method		727			312			1,039
Fee and commission income		5,574			(284	)		5,290
Fee and commission expenses		(1,221	)		87			(1,134	)
Net gains (losses) on financial assets and liabilities		1,645			(10	)		1,636
Financial instruments held for trading		649			4			653
Other financial instruments at fair value through profit or loss		73			(4	)		69
Other financial instruments not at fair value through profit or loss		923			(10	)		914
Rest		—			—			—
Net exchange differences		122			(53	)		69
Other operating income		4,812			(47	)		4,765
Income on insurance and reinsurance contracts		3,657			(26	)		3,631
Financial income from non-financial services		827			(20	)		807
Rest of other operating income		328			(1	)		327
Other operating expenses		(4,730	)		25			(4,705	)
Expenses on insurance and reinsurance contracts		(2,660	)		14			(2,646	)
Changes in inventories		(406	)		—			(406	)
Rest of other operating expenses		(1,664	)		11			(1,653	)
Administration costs		(9,768	)		372			(9,396	)
Personnel expenses		(5,662	)		195			(5,467	)
General and administrative expenses		(4,106	)		177			(3,929	)
Depreciation and amortization		(1,018	)		40			(978	)
Provisions (net)		(651	)		10			(641	)
Impairment losses on financial assets (net)		(7,980	)		121			(7,859	)
Loans and receivables		(7,936	)		119			(7,817	)
Other financial instruments not at fair value through profit or loss		(44	)		2			(42	)
Impairment losses on other assets (net)		(1,123	)		—			(1,123	)
Goodwill and other intangible assets		(54	)		—			(54	)
Other assets		(1,069	)		—			(1,069	)
Gains (losses) on derecognized assets not classified as non-current assets held for sale		4			(1	)		3
Negative goodwill		376			—			376
Gains (losses) in non-current assets held for sale not classified as discontinued operations		(622	)		(2	)		(624	)
Operating profit before tax		1,659			(77	)		1,582
Income tax		275			77			352
Profit from continuing operations		1,934			—			1,934
Profit from discontinued operations (net)		393			—			393
Profit		2,327			—			2,327
Profit attributed to parent company		1,676			—			1,676
Profit attributed to non-controlling interests		651			—			651

14

	As of December 31, 2011 As Previously Reported		Adjustments			As of December 31, 2011 After Implementation
	(In Millions of Euros)
Assets
Cash and balances with central banks		30,939		(1,098	)		29,841
Financial assets held for trading		70,602		(131	)		70,471
Loans and advances to credit institutions		—		—			—
Loans and advances to customers		—		—			—
Debt securities		20,975		(29	)		20,946
Equity instruments		2,198		(6	)		2,192
Trading derivatives		47,429		(96	)		47,333
Other financial assets designated at fair value through profit or loss		2,977		(204	)		2,773
Loans and advances to credit institutions		—		—			—
Loans and advances to customers		—		—			—
Debt securities		708		—			708
Equity instruments		2,269		(204	)		2,065
Available for sale financial assets		58,144		(3,503	)		54,641
Debt securities		52,914		(3,498	)		49,416
Equity instruments		5,230		(5	)		5,225
Loans and receivables		381,076		(11,160	)		369,916
Loans and advances to credit institutions		26,107		(1,604	)		24,503
Loans and advances to customers		351,900		(9,357	)		342,543
Debt securities		3,069		(199	)		2,870
Held-to-maturity investments		10,955		—			10,955
Fair value changes of the hedged items in portfolio hedges of interest rate risk		146		—			146
Hedging derivatives		4,552		(14	)		4,538
Non-current assets held for sale		2,090		(15	)		2,075
Investments in entities accounted for using the equity method		5,843		3,456			9,299
Associates		5,567		—			5,567
Jointly controlled entities		276		3,456			3,732
Insurance contracts linked to pensions		—		—			—
Reinsurance assets		26		—			26
Tangible assets		7,330		(204	)		7,126
Property, plants and equipment		5,740		(204	)		5,536
For own use		4,905		(204	)		4,701
Other assets leased out under an operating lease		835		—			835
Investment properties		1,590		—			1,590
Intangible assets		8,677		(1,797	)		6,880
Goodwill		6,798		(1,262	)		5,536
Other intangible assets		1,879		(535	)		1,344
Tax assets		7,841		(114	)		7,727
Current		1,509		(49	)		1,460
Deferred		6,332		(65	)		6,267
Other assets		6,490		(66	)		6,424
Inventories		3,994		—			3,994
Rest		2,496		(66	)		2,430
TOTAL ASSETS		597,688		(14,850	)		582,838

15

	As of December 31, 2011 As Previously Reported		Adjustments			As of December 31, 2011 After Implementation
	(In Millions of Euros)
Liabilities
Financial liabilities held for trading		51,303		(125	)		51,178
Deposits from central banks		—		—			—
Deposits from credit institutions		—		—			—
Customer deposits		—		—			—
Debt certificates		—		—			—
Trading derivatives		46,692		(125	)		46,567
Short positions		4,611		—			4,611
Other financial liabilities		—		—			—
Other financial liabilities designated at fair value through profit or loss		1,825		(204	)		1,621
Deposits from central banks		—		—			—
Deposits from credit institutions		—		—			—
Customer deposits		—		—			—
Debt certificates		—		—			—
Subordinated liabilities		—		—			—
Other financial liabilities		1,825		(204	)		1,621
Financial liabilities at amortized cost		479,904		(14,187	)		465,717
Deposits from central banks		33,147		(270	)		32,877
Deposits from credit institutions		59,356		(2,755	)		56,601
Customer deposits		282,173		(9,771	)		272,402
Debt certificates		81,930		(806	)		81,124
Subordinated liabilities		15,419		(116	)		15,303
Other financial liabilities		7,879		(469	)		7,410
Fair value changes of the hedged items in portfolio hedges of interest rate risk		—		—			—
Hedging derivatives		2,710		(1	)		2,709
Liabilities associated with non-current assets held for sale		—		—			—
Liabilities under insurance contracts		7,737		(8	)		7,729
Provisions		7,561		(90	)		7,471
Provisions for pensions and similar obligations		5,577		—			5,577
Provisions for taxes and other legal contingencies		350		(1	)		349
Provisions for contingent risks and commitments		291		(25	)		266
Other provisions		1,343		(64	)		1,279
Tax liabilities		2,330		(183	)		2,147
Current		772		(45	)		727
Deferred		1,558		(138	)		1,420
Other liabilities		4,260		(52	)		4,208
TOTAL LIABILITIES		557,630		(14,850	)		542,780

16

	As of December 31, 2011 As Previously Reported			Adjustments			As of December 31, 2011 After Implementation
	(In Millions of Euros)
Equity
Stockholders’ funds		40,952			—			40,952
Common Stock		2,403			—			2,403
Issued		2,403			—			2,403
Unpaid and uncalled (-)		—			—			—
Share premium		18,970			—			18,970
Reserves		17,940			—			17,940
Accumulated reserves (losses)		17,580			—			17,580
Reserves (losses) of entities accounted for using the equity method		360			—			360
Other equity instruments		51			—			51
Equity component of compound financial instruments		—			—			—
Other equity instruments		51			—			51
Less: Treasury stock		(300	)		—			(300	)
Income attributed to the parent company		3,004			—			3,004
Less: Dividends and remuneration		(1,116	)		—			(1,116	)
Valuation adjustments		(2,787	)		—			(2,787	)
Available-for-sale financial assets		(682	)		54			(628	)
Cash flow hedging		30			—			30
Hedging of net investment in foreign transactions		(158	)		(1	)		(159	)
Exchange differences		(1,937	)		314			(1,623	)
Non-current assets held-for-sale		—			—			—
Entities accounted for using the equity method		188			(367	)		(179	)
Other valuation adjustments		(228	)		—			(228	)
Non-controlling interest		1,893			—			1,893
Valuation adjustments		36			—			36
Rest		1,857			—			1,857
TOTAL EQUITY		40,058			—			40,058
TOTAL LIABILITIES AND EQUITY		597,688			(14,850	)		582,838
MEMORANDUM ITEM
Contingent risks		39,904			(2,275	)		37,629
Contingent commitments		93,766			(3,078	)		90,688

17

	For the Year Ended December 31, 2011 As Previously Reported			Adjustments			For the Year Ended December 31, 2011 After Implementation
	(In Millions of Euros)
Consolidated Statement of Income data
Interest and similar income		24,180			(951	)		23,229
Interest and similar expenses		(11,028	)		523			(10,505	)
Net interest income		13,152			(428	)		12,724
Dividend income		562			—			562
Share of profit or loss of entities accounted for using the equity method		595			192			787
Fee and commission income		5,075			(201	)		4,874
Fee and commission expenses		(1,044	)		64			(980	)
Net gains (losses) on financial assets and liabilities		1,117			(47	)		1,070
Financial instruments held for trading		1,052			(49	)		1,003
Other financial instruments at fair value through profit or loss		8			9			17
Other financial instruments not at fair value through profit or loss		57			(7	)		50
Rest		—			—			—
Net exchange differences		364			46			410
Other operating income		4,244			(32	)		4,212
Income on insurance and reinsurance contracts		3,317			(18	)		3,299
Financial income from non-financial services		656			(13	)		643
Rest of other operating income		271			(1	)		270
Other operating expenses		(4,037	)		18			(4,019	)
Expenses on insurance and reinsurance contracts		(2,436	)		11			(2,425	)
Changes in inventories		(298	)		—			(298	)
Rest of other operating expenses		(1,303	)		7			(1,296	)
Administration costs		(8,898	)		264			(8,634	)
Personnel expenses		(5,191	)		138			(5,053	)
General and administrative expenses		(3,707	)		126			(3,581	)
Depreciation and amortization		(839	)		29			(810	)
Provisions (net)		(509	)		6			(503	)
Impairment losses on financial assets (net)		(4,226	)		41			(4,185	)
Loans and receivables		(4,201	)		38			(4,163	)
Other financial instruments not at fair value through profit or loss		(25	)		3			(22	)
Impairment losses on other assets (net)		(1,885	)		2			(1,883	)
Goodwill and other intangible assets		(1,444	)		—			(1,444	)
Other assets		(441	)		2			(439	)
Gains (losses) on derecognized assets not classified as non-current asset held for sale		46			(2	)		44
Negative Goodwill		—			—			—
Gains (losses) in non-current assets held for sale not classified as discontinued operations		(271	)		—			(271	)
Operating profit before tax		3,446			(48	)		3,398
Income tax		(206	)		48			(158	)
Profit from continuing transactions		3,240			—			3,240
Profit from discontinued transactions (net)		245			—			245
Profit		3,485			—			3,485
Profit attributed to parent company		3,004			—			3,004
Profit attributed to non-controlling interests		481			—			481

With respect to 2010, the effect of the implementation of IFRS 10 and 11 is immaterial since the Group acquired Garanti in 2011, and there is no change to our previously reported audited consolidated financial statements as of and for the year ended December 31, 2010

18

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

There are no changes derived from the recast described in the introductory explanatory note.

B. 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 investments in some of Spain’s leading companies.

Operating Segments

The main changes in the reporting structure of the BBVA Group’s operating segments in 2013 are as follows:

• As a result of the increasingly geographical orientation of the Group’s reporting structure, certain portfolios, finance and structural euro balance sheet positions managed by the Assets and Liabilities Committee (ALCO) that were previously reported under our Corporate Activities (which is currently named the ‘Corporate Center’) are now part of our Spain segment (which is described below).

• Due to the particularities of their management, the assets and results pertaining to the real estate business in Spain are now presented under a separate segment: Real estate Activity in Spain. This new segment includes lending to real estate developers (which was previously included in our prior Spain segment) and foreclosed real estate assets (which were previously included in our Corporate Activities segment).

Set forth below are our six operating segments:

• Spain

• Real Estate Activity in Spain

• Eurasia

• Mexico

• South America

• United States

For comparison purposes, our 2012 and 2011 financial information by operating segment has been restated to reflect our current reporting structure.

In addition to the operating segments referred to above, we have a Corporate Center which includes those items that have not been allocated to an operating segment. It includes our general management functions, including: costs from central units that have a strictly corporate function; management of structural exchange-rate positions carried out by the Financial Planning unit; specific issues of capital instruments to ensure an adequate management of the Group’s global solvency; proprietary portfolios, such as industrial holdings, and their corresponding results; certain tax assets and liabilities; provisions related to commitments with pensioners; goodwill and other intangibles. It also included BBVA Puerto Rico prior to its sale, which was completed in December 2012, and the profit from discontinued operations from the sale of the pension businesses in Mexico and South America.

Set forth below is financial information for each of our current operating segments as of and for the years ended December 31, 2012 and 2011. We have not included below comparable information as of and for the year ended December 31, 2010 given the absence of readily available comparable information as of such date and for such period (as a result of our real estate department not being created until 2011 and not becoming a reportable segment until 2013).

19

The breakdown of the BBVA Group’s total assets by operating segments as of December 31, 2012 and 2011 is as follows:

	As of December 31,
Total Assets by Operating Segment	2012			2011
	(In Millions of Euros)
Spain		345,362			320,387
Real Estate Activity in Spain		21,923			22,558
Eurasia		48,324			53,439
Mexico		81,723			72,156
South America		77,474			62,651
United States		53,892			53,090
Subtotal Assets by Operating Segments		628,698			584,281
Corporate Center and Other Adjustments		(7,626	)		(1,443	)
Total Assets BBVA Group		621,072			582,838

The following table sets forth information relating the profit attributed to parent company by each of our operating segments for the years ended December 31, 2012 and 2011.

	Profit/(Loss) Attributed to Parent Company						% Profit/(Loss) Attributed to Parent Company
	For the Year Ended December 31,
	2012 (1)			2011 (2)			2012 (1)			2011 (2)
	(In Millions of Euros)						(In Percentage)
Spain		1,162			1,075			82.9			34.1
Real Estate Activity in Spain		(4,044	)		(809	)		(288.3	)		(25.7	)
Eurasia		953			1,062			67.9			33.7
Mexico		1,689			1,638			120.5			52.0
South America		1,199			898			85.5			28.5
United States		443			(713	)		31.6			(22.6	)
Subtotal Operating Segments		1,402			3,152			100.0			100.0
Corporate Center		273			(149	)
Profit attributed to Parent Company		1,676			3,004

(1) Profit/(Loss) attributed to parent company for the year ended December 31, 2012 has been affected by the significant loan-loss provisions made to reflect the steady impairment of our real estate portfolios in Spain.

(2) Profit/(Loss) attributed to parent company for the year ended December 31, 2011 has been affected by the goodwill impairment in the U.S. and the acquisition of Garanti, which have affected, respectively, the contribution of the United States and Eurasia operating segments.

20

The following table sets forth information relating to the income of each operating segment for the years ended December 31, 2012 and 2011:

	Operating Segments
	Spain		Real Estate Activity in Spain			Eurasia		Mexico		South America		United States			Corporate Center			Total		Adjustments			BBVA Group
	(In Millions of Euros)
2012
Net interest income		4,748		(20	)		851		4,178		4,288		1,551			(473	)		15,122		(648	)		14,474
Operating profit/(loss) before tax		1,652		(5,705	)		1,058		2,229		2,271		619			(465	)		1,659		(77	)		1,582
Profit		1,162		(4,044	)		953		1,689		1,199		443			273			1,676		—			1,676
2011
Net interest income		4,248		104			806		3,782		3,159		1,518			(465	)		13,152		(428	)		12,724
Operating profit/(loss) before tax		1,515		(1,216	)		1,222		2,153		1,677		(1,053	)		(852	)		3,446		(48	)		3,398
Profit		1,075		(809	)		1,062		1,638		898		(713	)		(149	)		3,004		—			3,004

Given the business model of the BBVA Group, the economic capital allocated to our operating segments is mainly determined by the credit risk arising from loans and advances to customers. Accordingly, changes in the amounts of allocated economic capital to each operating segment are mainly related to the evolution of such portfolios. A brief explanation of changes in the amounts of allocated economic capital to each operating segment is included in the segmental discussions that follow.

Spain

The operating segment of Spain includes all of BBVA’s banking and non-banking businesses in Spain, other than those included in the Corporate Center. The main business units included in this operating segment are:

• Spanish Retail Network: including the segments of individual customers, private banking, small companies and businesses in the domestic market.

• Corporate and Business Banking (CBB): which manages small and medium sized enterprises (“SMEs”), companies and corporations, public institutions and developer segments.

• Corporate and Investment Banking (C&IB): which includes business with large corporations and multinational groups and the trading floor and distribution business in Spain.

• Other units: which include the insurance business unit in Spain (BBVA Seguros), and the Asset Management unit, which manages Spanish mutual funds and pension funds. In addition, it includes certain portfolios, finance and structural euro balance sheet positions as described above.

The following table sets forth information relating to the activity of this operating segment for the years ended December 31, 2012 and 2011:

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		345,362		320,387
Loans and advances to customers		193,100		194,147
Of which:
Residential mortgages		84,602		76,900
Consumer finance		7,663		8,077
Loans		6,043		6,500
Credit cards		1,620		1,577
Loans to enterprises		58,442		67,872
Loans to public sector		24,772		25,092

21

	As of December 31,
	2012		2011
	(In Millions of Euros)
Customer deposits		133,802		109,160
Current and savings accounts		47,449		44,044
Time deposits		62,587		44,719
Other customer funds		23,765		20,397
Off-balance sheet funds		40,134		43,048
Mutual funds		19,116		19,598
Pension funds		18,577		17,224
Other placements		2,441		6,227
Economic capital allocated		12,027		8,757

As of December 31, 2012, the balance of loans and advances to customers was €193,100 million, a 0.5% decrease from the €194,147 million recorded as of December 31, 2011, as a result of the deleveraging process and weak consumption. The general trend has been a weak turnover, with the most notable decreases recorded in the segment of higher-risk businesses and corporations, and in consumer loans.

As of December 31, 2012, our outstanding payment protection insurance policies amounted to €39 billion and insured approximately 19% of our total loans and advances to customers in Spain as of such date. Substantially all of our payment protection insurance products provide consumer or mortgage payment protection in the case of loss of life or disability (while approximately 5.5% of these products provide protection in the case of unemployment or a work-related illness). These insurance products are granted by our insurance subsidiary to borrowers within our own consumer and mortgage portfolio. Upon the occurrence of the insured event, our insurance subsidiary pays the entire outstanding principal amount, together with any accrued interest, of the related loan. Since the risk remains within the Group, we do not consider our payment protection insurance products when determining the appropriate amount of allowance for loan losses on the related loans. We account for these products as insurance contracts.

Customer deposits were €133,802 million as of December 31, 2012 compared to €109,160 million as of December 31, 2011, an increase of 22.6%, mainly due to the positive performance of time deposits held by households and companies and, to a lesser extent, the integration of Unnim Banc, S.A. (“Unnim”) in 2012.

The economic capital allocated was €12,027 million as of December 31, 2012, a 37.3% increase from the €8,757 million recorded as of December 31, 2011. This increase was mainly related to the incorporation of Unnim, the recalibration of our internal model in mid 2012 based on backtesting results and the increased market risk resulting from the application of capital requirements currently applicable to BBVA.

Real estate Activity in Spain

This new operating segment has been set up with the aim of providing specialized and structured management of the real estate assets accumulated by the Group as a result of the economic crisis in Spain. It includes mainly lending to real estate developers (which was previously included in our prior Spain segment) and foreclosed real estate assets (which were previously included in our Corporate Center).

22

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		21,923		22,558
Loans and advances to customers		18,145		15,228
Of which:
Residential mortgages		91		62
Consumer finance		13		9
Loans		13		9
Credit cards		—		—
Loans to enterprises		8,828		10,229
Loans to public sector		237		234
Economic capital allocated		2,922		3,812

As of December 31, 2012, the loans and advances to customers were €18,145 million, a 19.2% increase from the €15,228 million recorded as of December 31, 2011.

The economic capital allocated was €2,922 million as of December 31, 2012, a 23.3% decrease from the €3,812 million recorded as of December 31, 2011.

Eurasia

This operating segment covers the business carried out in the rest of Europe and Asia, i.e., the retail and wholesale businesses of the Group in such geographic areas. It also includes BBVA’s stakes in the Turkish bank Garanti and the Chinese banks China CITIC Bank Corporation Limited (“CNCB”) and CITIC International Financial Holding Ltd. (“CIFH”).

As described under “Explanatory Note”, in accordance with the new standard set forth by IFRS 11, Garanti and entities of the Garanti Group are from January 1, 2013 accounted for using the equity method in our consolidated financial information, whereas they were accounted for under the proportionate consolidation method prior to such date. In accordance with IFRS 8, the information set forth below for this operating segment is presented under management criteria, pursuant to which we have included the 25.01% participation of assets, liabilities and income statement of Garanti. A reconciliation of the income statement of our operating segments and the Group’s income statement is set forth in this report.

The following table sets forth information relating to the business activity of this operating segment for the years ended December 31, 2012 and 2011:

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		48,324		53,439
Loans and advances to customers		30,228		34,740
Of which:
Residential mortgages		4,291		4,203
Consumer finance		4,262		3,729
Loans		3,051		2,767
Credit cards		1,211		962
Loans to enterprises		19,948		25,278
Loans to public sector		102		107

23

	As of December 31,
	2012		2011
	(In Millions of Euros)
Customer deposits		16,484		20,384
Current and savings accounts		3,098		2,773
Time deposits		9,576		9,679
Other customer funds		3,810		7,933
Off-balance sheet funds		2,016		1,729
Mutual funds		1,408		1,255
Pension funds		608		474
Other placements		—		—
Economic capital allocated		4,607		4,288

As of December 31, 2012, the loans and advances to customers was €30,228 million, a 13.0% decrease from the €34,740 million recorded as of December 31, 2011, mainly due to the reduced loan portfolio with wholesale clients, due to the deleveraging process under way in Europe as a result of difficult economic conditions.

As of December 31, 2012 customer deposits were €16,484 million, a 19.1% decrease from the €20,384 million as of December 31, 2011. While Turkey performed well, wholesale deposits in the Paris, London and Brussels branches fell as a result mainly of the difficult economic conditions in the Eurozone, which have resulted in wholesale financial markets being affected by the high volatility of the risk premiums of certain EU peripheral countries (and, correspondingly, wholesale deposit flight from banks incorporated in such countries, including BBVA) and by the successive downgrades of sovereign ratings, which have also had an impact on the ratings of the financial institutions located in such countries.

The economic capital allocated was €4,607 million as of December 31, 2012, a 7.4% increase from the €4,288 million recorded as of December 31, 2011. This increase was mainly attributable to the increase in credit activity in Turkey and the increase in the value of our stake in CNCB, which increased our equity risk.

Mexico

The Mexico operating segment comprises the banking and insurance businesses conducted in Mexico by the BBVA Bancomer financial group.

The following table sets forth information relating to the business activity of this operating segment for the years ended December 31, 2012 and 2011:

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		81,723		72,156
Loans and advances to customers		39,052		34,450
Of which:
Residential mortgages		9,399		8,854
Consumer finance		9,785		8,220
Loans		4,421		3,734
Credit cards		5,364		4,486
Loans to enterprises		14,263		12,266
Loans to public sector		3,590		3,313

24

	As of December 31,
	2012		2011
	(In Millions of Euros)
Customer deposits		34,071		31,130
Current and savings accounts		23,707		21,103
Time deposits		7,157		7,398
Other customer funds		3,207		2,629
Off-balance sheet funds		19,896		17,623
Mutual funds		17,492		15,612
Pension funds		—		—
Other placements		2,404		2,011
Economic capital allocated		4,912		4,168

As of December 31, 2012, the balance of loans and advances to customers was €39,052 million, a 13.4% increase from the €34,450 million as of December 31, 2011 which was attributable in part to the year-on-year appreciation of the Mexican peso against the euro as of December 31, 2012.

As of December 31, 2012, customer deposits were €34,071 million, a 9.4% increase from the €31,130 million recorded as of December 31, 2011, which was attributable to the year-on-year appreciation of the Mexican peso against the euro as of December 31, 2012 and increased retail network activity. The retail portfolio increased by 9.6% whereas the wholesale portfolio increased by 7.4% year-on-year.

The economic capital allocated was €4,912 million as of December 31, 2012, a 17.9% increase from the €4,168 million recorded as of December 31, 2011. This increase was mainly attributable to the recalibration of our internal model in mid 2012 based on backtesting results and lending growth.

South America

The South America operating segment manages the BBVA Group’s banking and insurance businesses in the region.

The business units included in the South America operating segment are:

• Retail and Corporate Banking: includes banks in Argentina, Chile, Colombia, Panama, Paraguay, Peru, Uruguay and Venezuela.

• Insurance businesses: includes insurance businesses in Argentina, Chile, Colombia, and Venezuela.

25

The following table sets forth information relating to the business activity of this operating segment for the years ended December 31, 2012 and 2011:

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		77,474		62,651
Loans and advances to customers		48,721		40,213
Of which:
Residential mortgages		8,627		7,018
Consumer finance		13,033		9,849
Loans		9,570		7,352
Credit cards		3,463		2,496
Loans to enterprises		24,249		20,892
Loans to public sector		625		766
Customer deposits		56,933		44,890
Current and savings accounts		34,339		26,120
Time deposits		17,107		15,094
Other customer funds		5,487		3,676
Off-balance sheet funds		6,436		5,698
Mutual funds		3,355		3,037
Pension funds		3,081		2,661
Other placements		—		—
Economic capital allocated		3,169		2,798

As of December 31, 2012, the loans and advances to customers were €48,721 million, a 21.2% increase from the €40,213 million recorded as of December 31, 2011. All countries in this operating segment have seen growth, with significant increases in the retail segment (where loans and advances to customers grew by 38.6% year-on-year), consumer loans and credit cards. In Venezuela, loans and advances to customers grew by almost 50% year-on-year principally as a result of increased consumer finance activity.

As of December 31, 2012, customer deposits were €56,933 million, a 26.8% increase from the €44,890 million recorded as of December 31, 2011. In 2012, there has been strong growth in lower-cost transactional items (such as checking and savings accounts), which have increased by 30.6%. In Venezuela, customer deposits grew by over 50% year-on-year.

The economic capital allocated was €3,169 million as of December 31, 2012, a 13.3% increase from the €2,798 million recorded as of December 31, 2011. This increase was principally the result of the general and strong lending growth in all the countries in the region and the appreciation of the currencies in the region against the euro.

United States

This operating segment encompasses the Group’s business in the United States. BBVA Compass accounted for approximately 95% of the area’s balance sheet as of December 31, 2012. Given its weight, most of the comments below refer to BBVA Compass. This operating segment also covers the assets and liabilities of the BBVA office in New York, which specializes in transactions with large corporations.

26

The following table sets forth information relating to the business activity of this operating segment for the years ended December 31, 2012 and 2011:

	As of December 31,
	2012		2011
	(In Millions of Euros)
Total Assets		53,892		53,090
Loans and advances to customers		36,892		38,775
Of which:
Residential mortgages		9,109		7,787
Consumer finance		4,422		4,584
Loans		3,942		4,134
Credit cards		480		450
Loans to enterprises		22,002		23,766
Loans to public sector		1,961		1,533
Customer deposits		37,721		35,127
Current and savings accounts		29,060		26,458
Time deposits		7,885		7,269
Other customer funds		775		1,399
Economic capital allocated		2,638		3,081

As of December 31, 2012, loans and advances to customers were €36,892 million, a 4.9% decrease from the €38,775 million recorded as of December 31, 2011, principally due to the fall in real estate construction in the United States. In 2012 we continued to aim for the selective growth of lending in BBVA Compass, with a change in the portfolio mix towards items with less cyclical risk such as loans to the commercial and industrial sector (which increased by 24.5% year-on-year) and reducing higher risk portfolios such as construction real estate loans (which decreased by 48.2% year-on-year principally as a result of the sale of certain loan portfolios).

As of December 31, 2012, customer deposits were €37,721 million, a 7.4% increase from €35,127 million as of December 31, 2011. In 2012, demand deposits grew by 12.3% and accounted for 29.1% of the customer deposits in BBVA Compass as of December 31, 2012.

The economic capital allocated was €2,638 million as of December 31, 2012, a 14.4% decrease from the €3,081 million recorded as of December 31, 2011, as a result of an increase in volume of loans with lower risk.

There are no changes derived from the recast described in the introductory explanatory note on the rest of the information set forth in this section in our 2012 Form 20-F.

C. Organizational Structure

There are no changes derived from the recast described in the introductory explanatory note.

D. Property, Plants and Equipment

There are no changes derived from the recast described in the introductory explanatory note.

27

E. 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 determination 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
	Year Ended December 31, 2012							Year Ended December 31, 2011							Year Ended December 31, 2010
	Average Balance		Interest		Average Yield (1)			Average Balance		Interest		Average Yield (1)			Average Balance		Interest		Average Yield (1)
	(In Millions of Euros, Except Percentages)
Assets
Cash and balances with central banks		24,574		259		1.05	%		19,991		250		1.25	%		21,342		239		1.12	%
Debt securities, equity instruments and derivatives		164,435		4,414		2.68	%		139,644		3,969		2.84	%		145,993		3,939		2.70	%
Loans and receivables		372,458		19,939		5.35	%		360,107		18,796		5.22	%		358,582		16,797		4.68	%
Loans and advances to credit institutions		25,122		442		1.76	%		25,209		606		2.40	%		25,561		497		1.95	%
Loans and advances to customers		347,336		19,497		5.61	%		334,898		18,190		5.43	%		333,023		16,296		4.89	%
In Euros (2)		217,533		7,267		3.34	%		219,864		7,479		3.40	%		219,857		7,023		3.19	%
In other currencies (3)		129,802		12,230		9.42	%		115,034		10,712		9.31	%		113,167		9,273		8.19	%
Other financial income		—		—		—			—		—		—			—		—		—
Non-earning assets		46,613		203		0.44	%		37,074		214		0.58	%		32,895		158		0.48	%
Total average assets		608,081		24,815		4.08	%		556,816		23,229		4.17	%		558,814		21,130		3.78	%

(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.

28

	Average Balance Sheet - Liabilities and Interest Paid on Interest Bearing Liabilities
	Year Ended December 31, 2012							Year Ended December 31, 2011							Year Ended December 31, 2010
	Average Balance		Interest		Average Yield (1)			Average Balance		Interest		Average Yield (1)			Average Balance		Interest		Average Yield (1)
	(In Millions of Euros, Except Percentages)
Liabilities
Deposits from central banks and credit institutions		104,231		2,089		2.00	%		74,027		1,881		2.54	%		80,177		1,515		1.89	%
Customer deposits		271,828		4,531		1.67	%		269,842		5,176		1.92	%		259,330		3,551		1.37	%
In Euros (2)		146,996		1,828		1.24	%		153,773		2,295		1.49	%		121,956		1,246		1.02	%
In other currencies (3)		124,832		2,703		2.16	%		116,069		2,881		2.48	%		137,374		2,304		1.68	%
Debt certificates and subordinated liabilities		102,563		2,783		2.71	%		108,735		2,590		2.38	%		119,685		2,126		1.78	%
Other financial costs		—		—		—			—		—		—			—		—		—
Non-interest-bearing liabilities		86,627		938		1.08	%		65,515		858		1.31	%		66,542		622		0.94	%
Stockholders’ equity		42,832		—		—			38,696		—		—			33,079		—		—
Total average liabilities		608,081		10,341		1.70	%		556,816		10,505		1.89	%		558,814		7,814		1.40	%

(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 2012 compared to 2011, and 2011 compared to 2010. 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.

	2012/2011
	Increase (Decrease) Due to Changes in
	Volume (1)			Rate (1) (2)			Net Change
	(In Millions of Euros)
Interest income
Cash and balances with central banks		57			(48	)		9
Securities portfolio and derivatives		705			(260	)		445
Loans and advances to credit institutions		(2	)		(162	)		(164	)
Loans and advances to customers		676			631			1,307
In Euros		(79	)		(133	)		(212	)
In other currencies		1,375			143			1,519
Other assets		55			(66	)		(11	)
Total income		2,139			(552	)		1,586
Interest expense
Deposits from central banks and credit institutions		768			(560	)		208
Customer deposits		38			(683	)		(645	)
In Euros		(101	)		(366	)		(467	)
In other currencies		217			(396	)		(178	)
Debt certificates and subordinated liabilities		(147	)		341			194
Other liabilities		277			(197	)		79
Total expense		967			(1,131	)		(164	)
Net interest income		1,172			579			1,750

(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.

29

	2011/2010
	Increase (Decrease) Due to Changes in
	Volume (1)			Rate (1) (2)			Net Change
	(In Millions of Euros)
Interest income
Cash and balances with central banks		(15	)		26			11
Securities portfolio and derivatives		(171	)		201			30
Loans and advances to credit institutions		(7	)		115			108
Loans and advances to customers		92			1,802			1,894
In Euros		—			456			456
In other currencies		153			1,285			1,438
Other assets		20			36			56
Total income		(76	)		2,175			2,099
Interest expense
Deposits from central banks and credit institutions		(116	)		482			366
Customer deposits		144			1,481			1,625
In Euros		325			724			1,049
In other currencies		(357	)		934			576
Debt certificates and subordinated liabilities		(195	)		658			463
Other liabilities		(10	)		245			236
Total expense		(28	)		2,719			2,691
Net interest income		(48	)		(544	)		(592	)

(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 years indicated.

	December 31,
	2012			2011			2010
	(In Millions of Euros, except Percentages)
Average interest earning assets		561,468			519,742			525,919
Gross yield (1)		4.4	%		4.5	%		4.0	%
Net yield (2)		4.1	%		4.2	%		3.8	%
Net interest margin (3)		2.6	%		2.4	%		2.5	%
Average effective rate paid on all interest-bearing liabilities		2.2	%		2.3	%		1.7	%
Spread (4)		2.3	%		2.1	%		2.3	%

(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.

30

ASSETS

Interest-Bearing Deposits in Other Banks

As of December 31, 2012, interbank deposits represented 3.77% of our assets. Of such interbank deposits, 32% were held outside of Spain and 68% 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 December 31, 2012, our securities were carried on our consolidated balance sheet at a carrying amount of €108,841 million, representing 17.5% of our assets. €35,987 million, or 33.06%, of our securities consisted of Spanish Treasury bonds and Treasury bills. The average yield during 2012 on investment securities that BBVA held was 4.4%, compared to an average yield of approximately 5.5% earned on loans and receivables during 2012. The market or appraised value of our total securities portfolio as of December 31, 2012, was €108,539 million. See Notes 10, 12 and 14 to the Recast Consolidated Financial Statements. For a discussion of our investments in affiliates, see Note 17 to the Recast Consolidated Financial Statements. For a discussion of the manner in which we value our securities, see Notes 2.2.1 and 8 to the Recast Consolidated Financial Statements.

The following tables analyze the carrying amount and market value of debt securities as of December 31, 2012, December 31, 2011 and December 31, 2010, respectively. Trading portfolio is not included in the tables below because the amortized costs and fair values of these items are the same. See Note 10 to the Recast Consolidated Financial Statements.

	As of December 31, 2012
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
DEBT SECURITIES -
AVAILABLE FOR SALE PORTFOLIO
Domestic		34,955		34,366		388		(977	)
Spanish Government and other government agency debt securities		25,375		24,761		243		(857	)
Other debt securities		9,580		9,605		145		(120	)
Issued by central banks		—		—		—		—
Issued by credit institutions		7,868		7,880		71		(59	)
Issued by other institutions		1,712		1,725		74		(61	)
International		28,211		29,182		1,620		(649	)
Mexico		8,230		9,191		962		(1	)
Mexican Government and other government agency debt securities		7,233		8,066		833		—
Other debt securities		997		1,125		129		(1	)
Issued by central banks		—		—		—		—
Issued by credit institutions		333		388		56		(1	)
Issued by other institutions		664		737		73		—

31

	As of December 31, 2012
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
United States		6,927		7,028		189		(88	)
U.S. Treasury and other U.S. government agencies debt securities		228		228		1		(1	)
States and political subdivisions		485		496		20		(9	)
Other debt securities		6,214		6,304		168		(78	)
Issued by central banks		—		—		—		—
Issued by credit institutions		150		154		11		(7	)
Issued by other institutions		6,064		6,150		157		(71	)
Other countries		13,054		12,963		469		(560	)
Other foreign Governments and other government agency debt securities		5,557		5,395		212		(374	)
Other debt securities		7,497		7,568		257		(186	)
Issued by central banks		1,158		1,159		2		(1	)
Issued by credit institutions		4,642		4,750		209		(101	)
Issued by other institutions		1,697		1,659		46		(84	)
TOTAL AVAILABLE FOR SALE PORTFOLIO		63,166		63,548		2,008		(1,626	)
HELD TO MATURITY PORTFOLIO
Domestic		7,278		6,849		4		(433	)
Spanish Government and other government agency debt securities		6,469		6,065		2		(406	)
Other debt securities		809		784		2		(27	)
Issued by central banks		—		—		—		—
Issued by credit institutions		250		249		2		(3	)
Issued by other institutions		559		535		—		(24	)
International		2,884		3,011		127		—
Securities of foreign Governments and other foreign government agency debt securities		2,741		2,862		121		—
Other debt securities		143		149		6		—
TOTAL HELD TO MATURITY PORTFOLIO		10,162		9,860		131		(433	)
TOTAL DEBT SECURITIES		73,328		73,408		2,139		(2,059	)

(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 estimates and valuation techniques. See Note 8 to the Recast Consolidated Financial Statements.

32

	As of December 31, 2011
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
DEBT SECURITIES -
AVAILABLE FOR SALE PORTFOLIO
Domestic		24,943		23,447		183		(1,679	)
Spanish Government and other government agency debt securities		20,531		19,209		58		(1,380	)
Other debt securities		4,412		4,238		125		(299	)
Issued by central banks		—		—		—		—
Issued by credit institutions		3,297		3,130		80		(247	)
Issued by other institutions		1,115		1,108		45		(52	)
International		26,084		25,969		1,039		(1,154	)
Mexico		4,799		4,974		175		—
Mexican Government and other government agency debt securities		4,727		4,890		163		—
Other debt securities		72		84		12		—
Issued by central banks		—		—		—		—
Issued by credit institutions		59		70		11		—
Issued by other institutions		14		14		1		—
United States		7,332		7,339		242		(235	)
U.S. Treasury and other U.S. government agencies debt securities		486		482		8		(12	)
States and political subdivisions		507		535		28		—
Other debt securities		6,339		6,322		206		(223	)
Issued by central banks		—		—		—		—
Issued by credit institutions		629		615		22		(36	)
Issued by other institutions		5,710		5,708		184		(186	)
Other countries		13,953		13,656		622		(919	)
Other foreign Governments and foreign government agency debt securities		8,235		7,977		344		(602	)
Other debt securities		5,718		5,679		278		(317	)
Issued by central banks		843		852		10		—
Issued by credit institutions		3,067		2,986		184		(265	)
Issued by other institutions		1,808		1,841		84		(51	)
TOTAL AVAILABLE FOR SALE PORTFOLIO		51,027		49,416		1,222		(2,833	)
HELD TO MATURITY PORTFOLIO
Domestic		7,373		6,848		1		(526	)
Spanish Government and other government agency debt securities		6,520		6,060		1		(461	)
Other debt securities		853		788		—		(65	)
Issued by central banks		—		—		—		—
Issued by credit institutions		255		244		—		(11	)
Issued by other institutions		598		544		—		(54	)
International		3,582		3,342		12		(252	)
Securities of foreign Governments and foreign government agency debt securities		3,376		3,149		9		(236	)
Other debt securities		206		193		3		(16	)
TOTAL HELD TO MATURITY PORTFOLIO		10,955		10,190		13		(778	)
TOTAL DEBT SECURITIES		61,982		59,606		1,235		(3,611	)

(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 estimates and valuation techniques. See Note 8 to the Recast Consolidated Financial Statements.

33

	As of December 31, 2010
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
DEBT SECURITIES
AVAILABLE FOR SALE PORTFOLIO
Domestic		21,929		20,566		107		(1,470	)
Spanish Government and other government agency debt securities		16,543		15,337		58		(1,264	)
Other debt securities		5,386		5,229		49		(206	)
Issued by central banks		—		—		—		—
Issued by credit institutions		4,222		4,090		24		(156	)
Issued by other institutions		1,164		1,139		25		(50	)
International		30,109		30,309		1,080		(880	)
Mexico		9,653		10,106		470		(17	)
Mexican Government and other government agency debt securities		8,990		9,417		441		(14	)
Other debt securities		663		689		29		(3	)
Issued by central banks		—		—		—		—
Issued by credit institutions		553		579		28		(2	)
Issued by other institutions		110		110		1		(1	)
United States		6,850		6,832		216		(234	)
U.S. Treasury and other U.S. government agencies debt securities		580		578		6		(8	)
States and political subdivisions		187		193		7		(1	)
Other debt securities		6,083		6,061		203		(225	)
Issued by central banks		—		—		—		—
Issued by credit institutions		2,981		2,873		83		(191	)
Issued by other institutions		3,102		3,188		120		(34	)
Other countries		13,606		13,371		394		(629	)
Other foreign Governments and other government agency debt securities		6,743		6,541		169		(371	)
Other debt securities		6,863		6,830		225		(258	)
Issued by central banks		944		945		1		—
Issued by credit institutions		4,431		4,420		177		(188	)
Issued by other institutions		1,488		1,465		47		(70	)
TOTAL AVAILABLE FOR SALE PORTFOLIO		52,038		50,875		1,187		(2,350	)
HELD TO MATURITY PORTFOLIO
Domestic		7,503		6,771		2		(734	)
Spanish Government and other government agency debt securities		6,611		5,942		2		(671	)
Other debt securities		892		829		—		(63	)
Issued by central banks		—		—		—		—
Issued by credit institutions		290		277		—		(13	)
Issued by other institutions		602		552		—		(50	)
International		2,443		2,418		16		(41	)
Securities of foreign Governments and foreign government agency debt securities		2,181		2,171		10		(20	)
Other debt securities		262		247		6		(21	)
TOTAL HELD TO MATURITY PORTFOLIO		9,946		9,189		18		(775	)
TOTAL DEBT SECURITIES		61,984		60,064		1,205		(3,125	)

(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 estimates and valuation techniques. See Note 8 to the Recast Consolidated Financial Statements.

34

As of December 31, 2012 the carrying amount of the debt securities classified within the available for sale portfolio and the held to maturity portfolio by rating categories defined by external rating agencies, were as follows:

	As of December 31, 2012
	Debt Securities Available for Sale					Debt Securities Held to Maturity
	Carrying Amount (In Millions of Euros)		%			Carrying Amount (In Millions of Euros)		%
AAA		1,436		2.3	%		320		3.2	%
AA+		5,873		9.2	%		24		0.2	%
AA		214		0.3	%		—		—
AA-		1,690		2.7	%		350		3.4	%
A+		741		1.2	%		8		0.1	%
A		1,125		1.8	%		—		—
A-		6,521		10.3	%		2,690		26.5	%
With rating BBB+ or below		40,375		63.5	%		6,756		66.5	%
Non-rated		5,573		8.8	%		14		0.1	%
TOTAL		63,548		100.0	%		10,162		100.0	%

The following tables analyze the carrying amount and market value of our ownership of equity securities as of December 31, 2012, 2011 and 2010, respectively. 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 Notes 10 and 17 to the Recast Consolidated Financial Statements.

	As of December 31, 2012
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
EQUITY SECURITIES -
AVAILABLE FOR SALE PORTFOLIO
Domestic -		3,378		3,118		124		(384	)
Equity listed		3,301		3,043		122		(380	)
Equity unlisted		77		75		2		(4	)
International -		862		834		16		(44	)
United States -		506		503		1		(4	)
Equity listed		32		29		1		(4	)
Equity unlisted		474		474		—		—
Other countries -		356		331		15		(40	)
Equity listed		262		230		8		(40	)
Equity unlisted		94		101		7		—
TOTAL AVAILABLE FOR SALE PORTFOLIO		4,240		3,952		140		(428	)
TOTAL EQUITY SECURITIES		4,240		3,952		140		(428	)
TOTAL INVESTMENT SECURITIES		77,568		77,360		2,279		(2,487	)

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

35

	As of December 31, 2011
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
EQUITY SECURITIES -
AVAILABLE FOR SALE PORTFOLIO
Domestic		3,838		4,304		468		(2	)
Equity listed		3,803		4,269		468		(2	)
Equity unlisted		35		35		—		—
International		993		920		18		(91	)
United States		600		590		2		(12	)
Equity listed		41		29		—		(12	)
Equity unlisted		559		561		2		—
Other countries		393		330		16		(79	)
Equity listed		318		244		5		(79	)
Equity unlisted		75		86		11		—
TOTAL AVAILABLE FOR SALE PORTFOLIO		4,832		5,225		486		(93	)
TOTAL EQUITY SECURITIES		4,832		5,225		486		(93	)
TOTAL INVESTMENT SECURITIES		66,813		64,830		1,721		(3,704	)

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

	As of December 31, 2010
	Amortized cost		Fair Value (1)		Unrealized Gains		Unrealized Losses
	(In Millions of Euros)
EQUITY SECURITIES -
AVAILABLE FOR SALE PORTFOLIO
Domestic		3,403		4,608		1,212		(7	)
Equity listed		3,378		4,583		1,212		(7	)
Equity unlisted		25		25		—		—
International		927		973		71		(25	)
United States		606		662		56		—
Equity listed		12		13		1		—
Equity unlisted		594		649		55		—
Other countries		321		311		15		(25	)
Equity listed		258		240		7		(25	)
Equity unlisted		63		71		8		—
TOTAL AVAILABLE FOR SALE PORTFOLIO		4,330		5,581		1,283		(32	)
TOTAL EQUITY SECURITIES		4,330		5,581		1,283		(32	)
TOTAL INVESTMENT SECURITIES		66,314		65,645		2,488		(3,157	)

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

36

The following table analyzes the maturities of our debt investment and fixed income securities, excluding trading portfolio, by type and geographical area as of December 31, 2012.

	Maturity at One Year or Less				Maturity After One Year to Five Years				Maturity after Five Years to 10 Years				Maturity after 10 Years				Total
	Amount		Yield % (1)		Amount		Yield % (1)		Amount		Yield % (1)		Amount		Yield % (1)		Amount
	(Millions of Euros, Except Percentages)
DEBT SECURITIES
AVAILABLE-FOR-SALE PORTFOLIO
Domestic
Spanish government and other government agency debt securities		3,080		16.88		13,123		3.69		4,030		4.90		4,528		5.21		24,761
Other debt securities		3,598		2.27		5,095		4.22		423		3.49		489		5.90		9,605
Total Domestic		6,678		7.76		18,218		3.85		4,452		4.70		5,017		5.33		34,366
International
Mexico		664		7.98		4,472		6.07		255		7.15		3,801		6.24		9,191
Mexican Government and other government agency debt securities		650		8.00		4,158		6.07		73		5.50		3,185		4.49		8,066
Other debt securities		14		7.10		314		6.07		182		8.08		616		6.42		1,125
United States		566		2.57		4,394		2.80		1,579		2.58		488		5.35		7,028
U.S. Treasury and other government agency debt securities		148		0.36		39		3.18		24		3.53		16		5.26		228
States and political subdivisions debt securities		49		6.68		274		4.29		151		4.64		23		4.98		496
Other debt securities		370		3.66		4,081		2.69		1,404		2.35		449		5.37		6,304
Other countries		2,882		2.92		5,203		5.59		2,255		10.89		2,623		5.24		12,963
Other foreign Governments and other government agency debt securities (2)		644		3.47		2,041		8.81		1,601		13.22		1,110		5.51		5,395
Other debt securities of other countries		2,238		2.80		3,162		3.71		654		4.35		1,513		5.01		7,568
Total International		4,113		3.66		14,069		4.83		4,089		7.42		6,912		5.34		29,182
TOTAL AVAILABLE-FOR-SALE		10,791		6.50		32,287		4.25		8,541		5.92		11,929		5.33		63,548
HELD-TO-MATURITY PORTFOLIO
Domestic
Spanish government		2		6.15		1,239		3.37		1,921		4.25		3,307		4.95		6,469
Other debt securities		83		4.06		597		4.33		129		3.81		—		—		809
Total Domestic		85		4.11		1,836		3.68		2,050		4.22		3,307		4.95		7,278
Total International		49		2.69		2,055		3.32		780		4.09		—		—		2,884
TOTAL HELD-TO-MATURITY		134		3.59		3,891		3.49		2,830		4.18		3,307		4.95		10,162
TOTAL DEBT SECURITIES		10,925		6.47		36,178		4.17		11,371		5.48		15,236		5.25		73,710

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

(2) Securities of other foreign Governments mainly include investments made by our subsidiaries in securities issued by the Governments of the countries where they operate.

Loans and Advances to Credit Institutions

As of December 31, 2012, our total loans and advances to credit institutions amounted to €25,372 million, or 4.1% of total assets. Net of our valuation adjustments, loans and advances to credit institutions amounted to €25,448 million as of December 31, 2012, or 4.1% of our total assets.

37

Loans and Advances to Customers

As of December 31, 2012, our total loans and advances amounted to €354,973 million, or 57.2% of total assets. Net of our valuation adjustments, loans and advances amounted to €342,163 million as of December 31, 2012, or 55.1% of our total assets. As of December 31, 2012 our loans in Spain amounted to €205,216 million. Our foreign loans amounted to €149,757 million as of December 31, 2012. For a discussion of certain mandatory ratios relating to our loan portfolio, see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Liquidity Ratio” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Investment Ratio” in our 2012 Form 20-F.

Loans by Geographic Area

The following table analyzes, by domicile of the customer, our net loans and advances as of December 31, 2012, 2011 and 2010:

	As of December 31,
	2012			2011			2010
	(In Millions of Euros)
Domestic		205,216			203,459			210,102
Foreign
Western Europe		19,979			22,392			23,139
Latin America		90,588			79,262			70,497
United States		36,040			39,384			38,649
Other		3,150			5,742			4,823
Total foreign		149,757			146,780			137,108
Total loans and advances		354,973			350,239			347,210
Valuation adjustments		(12,810	)		(7,696	)		(8,353	)
Total net lending		342,163			342,543			338,857

Loans by Type of Customer

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

	As of December 31,
	2012			2011			2010
	(In Millions of Euros)
Domestic
Government		25,408			25,372			23,542
Agriculture		1,402			1,566			1,619
Industrial		16,240			16,710			17,452
Real estate and construction		30,319			30,022			29,944
Commercial and financial		17,021			22,367			23,409
Loans to individuals (1)		94,990			87,420			91,730
Other		19,836			20,002			22,406
Total domestic		205,216			203,458			210,102
Foreign
Government		9,509			9,569			7,682
Agriculture		3,337			3,131			2,358
Industrial		14,490			18,124			19,126
Real estate and construction		16,905			19,396			25,910
Commercial and financial		34,891			32,369			22,280
Loans to individuals		56,252			50,018			44,138
Other		14,373			14,174			15,614
Total foreign		149,757			146,781			137,108
Total Loans and Advances		354,973			350,239			347,210
Valuation adjustments		(12,810	)		(7,696	)		(8,353	)
Total net lending		342,163			342,543			338,857

(1) Includes mortgage loans to households for the acquisition of housing.

38

The following table sets forth a breakdown, by currency, of our net loan portfolio for 2012, 2011 and 2010.

	As of December 31,
	2012		2011		2010
	(In Millions of Euros)
In euros		211,346		215,500		221,269
In other currencies		130,817		127,043		117,588
Total net lending		342,163		342,543		338,857

As of December 31, 2012, loans by BBVA and its subsidiaries to associates and jointly controlled companies amounted to €820 million, compared to €372 million as of December 31, 2011. Loans outstanding to the Spanish government and its agencies amounted to €25,408 million, or 7.2% of our total loans and advances as of December 31, 2012, compared to €25,372 million, or 7.2% of our total loans and advances as of December 31, 2011. 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 December 31, 2012, excluding government-related loans, amounted to €18,480 million or approximately 5.1% of our total outstanding loans and advances. As of December 31, 2012 there did not exist any concentration of loans exceeding 10% of our total outstanding loans and advances, other than by category as disclosed in the chart above.

Maturity and Interest Sensitivity

The following table sets forth an analysis by maturity of our total loans and advances by domicile of the office that issued the loan and type of customer as of December 31, 2012. The determination of maturities is based on contract terms.

	Maturity
	Due in One Year or Less		Due After One Year through Five Years		Due After Five Years		Total
	(In Millions of Euros)
Domestic:
Government		12,155		7,607		5,646		25,408
Agriculture		592		504		306		1,402
Industrial		12,180		2,904		1,156		16,240
Real estate and construction		15,499		10,880		3,940		30,319
Commercial and financial		8,986		3,374		4,661		17,021
Loans to individuals		10,554		16,108		68,328		94,990
Other		13,772		3,224		2,840		19,836
Total Domestic		73,738		44,601		86,877		205,216
Foreign:
Government		1,341		1,585		6,583		9,509
Agriculture		1,950		996		391		3,337
Industrial		6,466		4,915		3,109		14,490
Real estate and construction		5,829		5,951		5,125		16,905
Commercial and financial		15,750		16,279		2,862		34,891
Loans to individuals		7,669		13,859		34,724		56,252
Other		7,310		4,496		2,567		14,373
Total Foreign		46,315		48,081		55,361		149,757
Total Loans and advances		120,053		92,682		142,238		354,973

39

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 December 31, 2012.

	Interest Sensitivity of Outstanding Loans and advances Maturing in More Than One Year
	Domestic		Foreign		Total
	(In Millions of Euros)
Fixed rate		19,321		48,018		67,339
Variable rate		112,157		55,424		167,581
Total Loans and Advances		131,478		103,442		234,920

Loan Loss Reserve

For a discussion of loan loss reserves, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies—Allowance for loan losses” in our 2012 Form 20-F and Note 2.2.1) to the Recast Consolidated Financial Statements.

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.

	As of December 31,
	2012			2011			2010			2009			2008
	(In Millions of Euros, except Percentages)
Loan loss reserve at beginning of period:
Domestic		4,694			4,935			4,853			3,765			2,899
Foreign		4,445			4,539			3,952			3,740			3,088
Total loan loss reserve at beginning of period		9,139			9,473			8,805			7,505			5,987
Loans charged off:
Total domestic (1)		(2,283	)		(1,977	)		(1,774	)		(966	)		(655	)
Total foreign (2)		(1,824	)		(2,062	)		(2,628	)		(2,876	)		(1,296	)
Total Loans charged off:		(4,107	)		(4,039	)		(4,402	)		(3,842	)		(1,951	)
Provision for possible loan losses:
Domestic		5,867			2,229			2,038			3,079			2,110
Foreign		2,286			2,261			2,778			2,307			2,035
Total Provision for possible loan losses		8,153			4,490			4,816			5,386			4,145
Acquisition and disposition of subsidiaries		2,066			32			—			—			—
Effect of foreign currency translation		40			(98	)		344			(29	)		(487	)
Other		(1,132	)		(720	)		(90	)		(216	)		(189	)
Loan loss reserve at end of period:
Domestic		9,649			4,694			4,935			4,853			3,765
Foreign		4,510			4,445			4,539			3,952			3,740
Total Loan loss reserve at end of period		14,159			9,139			9,473			8,805			7,505
Loan loss reserve as a percentage of total loans and receivables at end of period		3.81	%		2.47	%		2.60	%		2.54	%		2.03	%
Net loan charge-offs as a percentage of total loans and receivables at end of period		1.11	%		1.09	%		1.21	%		1.11	%		0.53	%

(1) Loans charged off in 2012 were mainly related to the real estate sector.

(2) Loans charged off in 2012 include €1,628 million related to real estate loans and loans to individuals and others, €195 million related to commercial and financial loans and €1 million related to loans to governmental and non-governmental agencies. Loans charged off in 2011 include €1,794 million related to real estate loans and loans to individuals and others, €267 million related to commercial and financial loans and €1 million related to loans to governmental and non-governmental agencies.

40

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.

The loans charged off amounted to €4,107 million as of December 31, 2012 compared to €4,039 million as of December 31, 2011.

Our loan loss reserves as a percentage of total loans and advances increased to 3.8% as of December 31, 2012 from 2.5% as of December 31, 2011, principally due to the impairment of the assets related to the real state sector in Spain.

Impaired Loans

As described in Note 2.2.1) to the Recast Consolidated Financial Statements, loans are considered to be impaired loans 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.

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 impaired loans which was included in profit attributed to parent company in 2012, 2011, 2010, 2009 and 2008 was €228.1 million, €203.4 million, €203.5 million, €192.3 million and €149.7 million, respectively.

The following table provides information regarding our impaired loans, by domicile and type of customer, as of the dates indicated:

	As of December 31,
	2012			2011			2010			2009			2008
	(In Millions of Euros)
Impaired loans
Domestic		15,165			11,043			10,954			10,973			5,562
Public sector		145			130			111			61			79
Other resident sector		15,019			10,913			10,843			10,912			5,483
Foreign		4,836			4,409			4,518			4,338			2,979
Public sector		20			6			12			25			20
Non-resident sector		4,816			4,403			4,506			4,313			2,959
Total Impaired loans		20,001			15,452			15,472			15,311			8,541
Total loan loss reserve		(14,159	)		(9,139	)		(9,473	)		(8,805	)		(7,505	)
Impaired loans net of reserves		5,842			6,313			5,999			6,506			1,036

41

Our total impaired loans amounted to €20,001 million as of December 31, 2012, a 29.4% increase compared to €15,452 million as of December 31, 2011. This increase is mainly attributable to the increase in impaired loans in the “Other resident sector” as a result of the economic deterioration in Spain and the incorporation of Unnim. The increase is also attributable, to a lesser extent, to the increase in impaired loans in the “Non-resident sector” as a result of the ongoing deterioration of the economic situation in Portugal.

As mentioned in Note 2.2.1 to the Recast Consolidated Financial Statements, our loan loss reserve includes loss reserve for impaired assets and loss reserve for not impaired assets but which present an inherent loss. As of December 31, 2012, the loss reserve for impaired assets amounted to €9,394 million, a 53.1% increase compared to €6,137 million as of December 31, 2011. As of December 31, 2012, the loss reserve for not impaired assets amounted to €4,764 million, a 65.9% increase compared to €2,871 million as of December 31, 2011. These increases in our loss reserve for impaired assets and loss reserve for not impaired assets are due to the deterioration of the real estate sector in Spain.

The following table provides information, by domicile and type of customer, regarding our impaired loans and the loan loss reserves to customers taken for each impaired loan category, as of December 31, 2012.

	Impaired Loans		Loan Loss Reserve			Impaired Loans as a percentage of Loans in Category
	(In Millions of Euros)
Domestic:
Government		145		(10	)		0.57	%
Credit institutions		6		—			—
Other sectors		15,013		(7,120	)		8.25	%
Agriculture		123		(44	)		8.65	%
Industrial		914		(387	)		5.56	%
Real estate and construction		8,032		(4,660	)		26.19	%
Commercial and other financial		989		(350	)		5.74	%
Loans to individuals		3,733		(1,171	)		3.88	%
Other		1,222		(508	)		6.09	%
Total Domestic		15,164		(7,130	)		7.20	%
Foreign:
Government		20		(1	)		0.21	%
Credit institutions		29		(22	)		0.13	%
Other sectors		4,787		(2,242	)		3.47	%
Agriculture		178		(92	)		5.43	%
Industrial		146		(109	)		1.02	%
Real estate and construction		1,661		(469	)		9.98	%
Commercial and other financial		703		(471	)		2.05	%
Loans to individuals		1,937		(961	)		3.50	%
Other		162		(140	)		1.14	%
Total Foreign		4,836		(2,265	)		2.85	%
General reserve		—		(4,764	)
Total Impaired loans		20,001		(14,159	)		5.26	%

42

Troubled Debt Restructurings

As of December 31, 2012, “troubled debt restructurings” totaling €11,661 million were not considered impaired loans. For additional information on our restructured or renegotiated loans, see Appendix X to our Recast Consolidated Financial Statements.

Potential Problem Loans

The identification of “Potential problem loans” is based on the analysis of historical delinquency rates trends, categorized by products/clients and geographical locations. This analysis is focused on the identification of portfolios with delinquency rates higher than our average delinquency rates. Once these portfolios are identified, we segregate such portfolios into groups with similar characteristics based on the activities to which they are related, geographical location, type of collateral, solvency of the client and loan to value ratio.

The delinquency rate in our domestic real estate and construction portfolio was 26.2% as of December 31, 2012, substantially higher than the average delinquency rate for all of our domestic activities (7.2%) and the average delinquency rate for all of our consolidated activities (5.2%) as of such date. Within such portfolio, construction loans and property development loans (which exclude mainly infrastructure and civil construction) had a delinquency rate of 28.1% as of such date. Given such delinquency rate, we performed an analysis in order to define the level of loan provisions attributable to these loan portfolios (see Note 2.2.1 to our Recast Consolidated Financial Statements). The table below sets forth additional information on our “Potential problem loans” as of December 31, 2012:

	Book Value		Allowance for Loan Losses		% of Loans in Each Category to Total Loans to Customers
	(In Millions of Euros, Except Percentages)
Domestic (1)
Doubtful Loans		6,814		3,193		1.8	%
Impaired loans		2,092		731		0.5	%
Of which:
Troubled debt restructurings		1,784		600		0.5	%

(1) Potential problem loans outside of Spain as of December 31, 2012 were not significant.

43

Foreign Country Outstandings

The following table sets forth, as of the end of the years 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 December 31, 2012, December 31, 2011 and December 31, 2010. 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.

	2012					2011					2010
	Amount		% of Total Assets			Amount		% of Total Assets			Amount		% of Total Assets
	(In Millions of Euros, Except Percentages)
United Kingdom		5,769		0.93	%		5,570		1.0	%		5,457		1.0	%
Mexico		1,539		0.25	%		1,885		0.3	%		2,175		0.4	%
Other OECD		6,217		1.01	%		6,455		1.1	%		5,674		1.0	%
Total OECD		13,525		2.18	%		13,910		2.4	%		13,306		2.4	%
Central and South America		2,167		0.35	%		3,148		0.5	%		3,074		0.6	%
Other		3,366		0.54	%		4,316		0.7	%		5,411		1.0	%
Total		19,058		3.07	%		21,374		3.7	%		21,791		3.9	%

The following table sets forth the amounts of our cross-border outstandings as of December 31 of each year indicated by type of borrower where outstandings in the borrower’s country exceeded 1% of our total assets.

	Governments		Banks and Other Financial Institutions		Commercial, Industrial and Other		Total
	(In Millions of Euros)
As of December 31, 2012
Mexico		3		47		1,490		1,539
United Kingdom		—		3,668		2,100		5,768
Total		3		3,715		3,590		7,307
As of December 31, 2011
Mexico		31		210		1,644		1,885
United Kingdom		—		3,516		2,054		5,570
Total		31		3,726		3,698		7,454
As of December 31, 2010
Mexico		51		1		2,123		2,175
United Kingdom		—		4,078		1,379		5,457
Total		51		4,079		3,502		7,632

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 December 31, 2012.

Categories (1)	Minimum Percentage of Coverage (Outstandings 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.

44

(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 impaired 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.

Our exposure to borrowers in countries with difficulties (the last four categories in the foregoing table), excluding our exposure to subsidiaries or companies we manage and trade-related debt, amounted to €269 million, €363 million and €311 million as of December 31, 2012, 2011 and 2010, respectively. These figures do not reflect loan loss reserves of 14.3%, 12.4%, and 11.6% respectively, against the relevant amounts outstanding at such dates. Deposits with or loans to borrowers in all such countries as of December 31, 2012 did not in the aggregate exceed 0.1% of our total assets.

The country-risk exposures described in the preceding paragraph as of December 31, 2012, 2011 and 2010 do not include exposures for which insurance policies have been taken out with third parties that include coverage of the risk of confiscation, expropriation, nationalization, non-transfer, non-convertibility and, if appropriate, war and political violence. The sums insured as of December 31, 2012, 2011 and 2010 amounted to $47 million, $58 million and $44 million, respectively (approximately €36 million, €45 million and €33 million, respectively, based on a euro/dollar exchange rate on December 31, 2012 of $1.00 = €0.76, on December 31, 2011 of $1.00 = €0.77, and on December 31, 2010 of $1.00 = €0.75).

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, disregarding any valuation adjustments and accrued interest.

	As of December 31, 2012
	Customer Deposits		Bank of Spain and Other Central Banks		Other Credit Institutions		Total
	(In Millions of Euros)
Total Domestic		137,011		45,808		11,642		194,461
Foreign
Western Europe		13,203		350		18,661		32,214
Mexico		37,267		—		14,861		52,128
South America		54,749		32		4,308		59,089
United States		38,834		—		5,594		44,428
Other		624		—		380		1,002
Total Foreign		144,676		383		43,803		188,862
Total		281,687		46,190		55,445		383,323

45

	As of December 31, 2011
	Customer Deposits		Bank of Spain and Other Central Banks		Other Credit Institutions		Total
	(In Millions of Euros)
Total Domestic		124,927		24,570		9,220		158,717
Foreign
Western Europe		27,588		7,827		24,981		60,396
Mexico		36,292		—		11,320		47,612
South America		43,396		228		3,593		47,217
The United States		37,199		—		6,253		43,452
Other		1,852		241		960		3,053
Total Foreign		146,327		8,296		47,107		201,730
Total		271,254		32,866		56,327		360,447

	As of December 31, 2010
	Customer Deposits		Bank of Spain and Other Central Banks		Other Credit Institutions		Total
	(In Millions of Euros)
Total Domestic		133,032		2,779		8,867		144,679
Foreign
Western Europe		24,120		7,205		22,626		53,951
Latin America		72,014		96		14,758		86,869
United States		42,495		364		6,840		49,698
Other		3,179		543		3,855		7,576
Total Foreign		141,808		8,208		48,079		198,094
Total		274,840		10,987		56,945		342,773

For an analysis of our deposits, including non-interest bearing demand deposits, interest-bearing demand deposits, saving deposits and time deposits, see Note 23 to the Recast Consolidated Financial Statements.

As of December 31, 2012, the maturity of our time deposits (excluding interbank deposits) in denominations of $100,000 (approximately €75,838 considering the noon buying rate as of December 31, 2012) or greater was as follows:

	As of December 31, 2012
	Domestic		Foreign		Total
			(In Millions of Euros)
3 months or under		8,809		15,221		24,030
Over 3 to 6 months		6,731		3,585		10,316
Over 6 to 12 months		11,687		5,287		16,974
Over 12 months		10,505		6,692		17,197
TOTAL		37,733		30,784		68,516

46

Time deposits from Spanish and foreign financial institutions amounted to €30,022 million as of December 31, 2012, substantially all of which were in excess of $100,000 (approximately €75,838 considering the noon buying rate as of December 31, 2012).

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 December 31, 2012, 2011 and 2010, see Note 23 to the Recast 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 December 31, 2012, 2011 and 2010.

	2012					2011					2010
	Amount		Average Rate			Amount		Average Rate			Amount		Average Rate
	(In Millions of Euros, Except Percentages)
Securities sold under agreements to repurchase (principally Spanish Treasury bills):
As of December 31		47,644		1.9	%		59,001		2.0	%		39,587		2.0	%
Average during year		50,008		1.8	%		49,670		2.0	%		31,056		2.2	%
Maximum quarter-end balance		55,947		—			59,001		—			39,587		—
Bank promissory notes:
As of December 31		10,893		3.7	%		2,362		1.8	%		13,215		0.9	%
Average during year		10,802		3.0	%		9,582		1.2	%		24,405		0.6	%
Maximum quarter-end balance		13,590		—			14,300		—			28,937		—
Bonds and Subordinated debt:
As of December 31		19,333		3.3	%		11,522		3.8	%		11,041		2.6	%
Average during year		16,156		3.9	%		11,945		4.0	%		10,825		3.2	%
Maximum quarter-end balance		19,332		—			15,530		—			13,184		—
Total short-term borrowings as of December 31		77,870		2.5	%		72,885		2.3	%		63,844		1.9	%

Return on Equity

The following table sets out our return on equity ratios:

	As of or for the Year Ended December 31,
	2012		2011		2010
	(In Percentages)
Return on equity (1)		4.0		8.0		15.8
Return on assets (2)		0.4		0.6		0.9
Dividend pay-out ratio (3)		79.6		37.4		23.4
Equity to assets ratio (4)		6.9		6.8		5.9

(1) Represents profit attributed to parent company for the year as a percentage of average stockholder’s funds for the year.

(2) Represents profit attributed to parent company as a percentage of average total assets for the year.

(3) Represents dividends declared by BBVA (including the cash remuneration paid under the “Dividendo Opción” scheme) as a percentage of profit attributed to parent company. This ratio does not take into account the non-cash remuneration paid by BBVA under the “Dividendo Opción” scheme (in the form of BBVA shares or ADSs). See “Item 4, Information on the Company—Business Overview—Supervision and Regulation—Dividends” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends” in our 2012 Form 20-F.

(4) Represents average total equity over average total assets.

47

F. Competition

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 4A. UNRESOLVED STAFF COMMENTS

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

BBVA Group Results of Operations for 2012 Compared to 2011

The changes in the Group’s consolidated income statements for 2012 and 2011 were as follows:

	Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Interest and similar income		24,815			23,229			6.8
Interest expense and similar charges		(10,341	)		(10,505	)		(1.6	)
Net interest income		14,474			12,724			13.8
Dividend income		390			562			(30.6	)
Share of profit or loss of entities accounted for using the equity method		1,039			787			32.0
Fee and commission income		5,290			4,874			8.5
Fee and commission expenses		(1,134	)		(980	)		15.7
Net gains (losses) on financial assets and liabilities		1,636			1,070			52.9
Net exchange differences		69			410			(83.2	)
Other operating income		4,765			4,212			13.1
Other operating expenses		(4,705	)		(4,019	)		17.1
Administration costs		(9,396	)		(8,634	)		8.8
Personnel expenses		(5,467	)		(5,053	)		8.2
General and administrative expenses		(3,929	)		(3,581	)		9.7
Depreciation and amortization		(978	)		(810	)		20.7
Provisions (net)		(641	)		(503	)		27.4
Impairment losses on financial assets (net)		(7,859	)		(4,185	)		87.8
Impairment losses on other assets (net)		(1,123	)		(1,883	)		(40.4	)
Gains (losses) on derecognized assets not classified as non-current assets held for sale		3			44			(93.2	)
Negative goodwill		376			—			n.m.	(1)
Gains (losses) in non-current assets held for sale not classified as discontinued operations		(624	)		(271	)		130.3
Operating profit before tax		1,582			3,398			(53.4	)
Income tax		352			(158	)		n.m.	(1)
Profit from continuing operations		1,934			3,240			(40.3	)
Profit from discontinued operations (net)		393			245			60.4
Profit		2,327			3,485			(33.2	)
Profit attributed to parent company		1,676			3,004			(44.2	)
Profit attributed to non-controlling interests		651			481			35.3

(1) Not meaningful.

48

The changes in our consolidated income statements for 2012 and 2011 were as follows:

Net interest income

The following table summarizes the principal components of net interest income for 2012 compared to 2011.

	Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Interest and similar income		24,815			23,229			6.8
Interest expense and similar charges		(10,341	)		(10,505	)		(1.6	)
Net interest income		14,474			12,724			13.8

Net interest income increased 13.8% to €14,474 million for the year ended December 31, 2012 from €12,724 million for the year ended December 31, 2011 due to the reduction of the cost of deposits in Spain, Mexico and South America and strong business activity in Mexico and South America. These positive effects were partially offset by the performance of the Unites States, where net interest income continued to be negatively affected by the Guaranty run-off, lower business volume in Corporate Investment Banking, and the current environment of low interest rates with a practically flat curve.

Dividend income

Dividend income decreased 30.6% to €390 million for the year ended December 31, 2012 from €562 million for the year ended December 31, 2011. This decrease was primarily due to the year-on-year decrease in the dividends received from Telefónica, S.A., which decreased from €1.52 per share in 2011 to €0.53 per share in 2012. Telefónica, S.A. has publicly announced that it will pay no dividends until November 2013.

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 increased 32% to €1,039 million for the year ended December 31, 2012 from €787 million for the year ended December 31, 2011. This increase was mainly attributable to the fact that we accounted for the profit of Garanti for the full year ended December 31, 2012, compared with only nine months for the year ended December 31, 2011. To a lesser extend to the increased profit of CNCB.

Fee and commission income

The breakdown of fee and commission income for 2012 and 2011 is as follows:

	Year Ended December 31,
	2012		2011		Change
	(In Millions of Euros)				(In %)
Commitment fees		186		157		18.5
Contingent risks		334		302		10.6
Letters of credit		56		51		9.8
Bank and other guarantees		278		251		10.8
Arising from exchange of foreign currencies and banknotes		24		25		(4.0	)
Collection and payment services income		2,881		2,560		12.5
Bills receivables		77		66		16.7
Current accounts		381		348		9.5
Credit and debit cards		1,756		1,518		15.7
Checks		222		228		(2.6	)
Transfers and others payment orders		313		276		13.4
Rest		132		124		6.5

49

	Year Ended December 31,
	2012		2011		Change
	(In Millions of Euros)				(In %)
Securities services income		1,120		1,079		3.8
Securities underwriting		100		70		42.9
Securities dealing		194		192		1.0
Custody securities		328		329		(0.3	)
Investment and pension funds		375		372		0.8
Rest assets management		123		116		6.0
Counseling on and management of one-off transactions		7		12		(41.7	)
Financial and similar counseling services		41		56		(26.8	)
Factoring transactions		38		33		15.2
Non-banking financial products sales		97		90		7.8
Other fees and commissions		562		560		0.4
Fee and commission income		5,290		4,874		8.5

Fee and commission income increased by 8.5% to €5,290 million for the year ended December 31, 2012 from €4,874 million for the year ended December 31, 2011 due principally to greater business activity in Mexico and South America, where credit and debit cards commissions increased by 8.1% and 41.8% respectively.

Fee and commission expenses

The breakdown of fee and commission expenses for 2012 and 2011 is as follows:

	Year Ended December 31,
	2012		2011		Change
	(In Millions of Euros)				(In %)
Brokerage fees on lending and deposit transactions		3		4		(25.0	)
Fees and commissions assigned to third parties		817		682		19.8
Credit and debit cards		685		554		23.6
Transfers and others payment orders		42		31		35.5
Securities dealing		11		14		(21.4	)
Rest		79		83		(4.8	)
Other fees and commissions		314		294		6.8
Fee and commission expenses		1,134		980		15.7

Fee and commission expenses increased by 15.7% to €1,134 million for the year ended December 31, 2012 from €980 million for the year ended December 31, 2011, primarily due to the greater business activity in Mexico and South America.

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

Net gains (losses) on financial assets and liabilities increased by 52.9% to €1,636 million for the year ended December 31, 2012 from €1,070 million for the year ended December 31, 2011. This increase is mainly attributable to the increase in the net gains on “Available-for-sale financial assets”, which reflects the capital gains derived from the repurchase of securitization bonds and subordinated debt (which has generated gross capital gains of approximately €444 million) and, to a lesser extent, the capital gains derived from the sale of public debt in South America. In addition, net gains on “Loans and receivables” increased by 88.9% from €27 million in 2011 to €51 million in 2012, primarily due to the higher activity on loan sales mainly in Mexico and South America. These increases were partially offset by the 37.9% year-on-year decrease in the net gains on “Financial assets held for trading”, which was primarily due to the turbulences in the markets which resulted in lower intermediation income in Spain and Mexico.

50

The table below provides a breakdown of net gains (losses) on financial assets and liabilities for 2012 and 2011:

	Year Ended December 31,
	2012		2011			Change
	(In Millions of Euros)					(In %)
Financial assets held for trading		653		1,004			(35.0	)
Other financial assets designated at fair value through profit or loss		70		16			n.m.	(1)
Other financial instruments not designated at fair value through profit or loss		913		50			n.m.	(1)
Available-for-sale financial assets		801		80			n.m.	(1)
Loans and receivables		51		27			88.9
Rest		61		(57	)		n.m.	(1)
Net gains (losses) on financial assets and liabilities		1,636		1,070			52.9

(1) Not meaningful.

Net exchange differences decreased to €69 million for the year ended December 31, 2012 from €410 million for the year ended December 31, 2011, due primarily to the evolution of foreign currencies.

Other operating income and expenses

Other operating income amounted to €4,765 million for the year ended December 31, 2012 a 13.1% increase compared to €4,212 million for the year ended December 31, 2011, due primarily to increased income derived from insurance and reinsurance contracts.

Other operating expenses for the year ended December 31, 2012, amounted to €4,705 million, a 17.1% increase compared to the €4,019 million recorded for the year ended December 31, 2011 due primarily to higher contributions to deposit guarantee funds in the countries in which we operate and to increased provisions related to insurance and reinsurance contracts.

Administration costs

Administration costs comprise personnel expenses and general and administrative expenses and for the year ended December 31, 2012 were €9,396 million, an 8.8% increase from the €8,634 million recorded for the year ended December 31, 2011, due primarily to the investments made to implement our expansion and technological transformation plans and, to a lesser extent, to the acquisition of Unnim in the second half of 2012.

The table below provides a breakdown of personnel expenses for 2012 and 2011.

	Year Ended December 31,
	2012		2011		Change
	(In Millions of Euros)				(In %)
Wages and salaries		4,192		3,911		7.2
Social security costs		657		600		9.5
Transfers to internal pension provisions		54		51		5.9
Contributions to external pension funds		84		80		5.0
Other personnel expenses		480		411		16.8
Personnel expenses		5,467		5,053		8.2

Wages and salaries expenses increased from €3,911 million in 2011 to €4,192 million in 2012 mainly due to the acquisition of Unnim, in the second half of 2012 and, to a lesser extent, to the high inflation recorded in South America and the expansion plans carried out during 2012.

51

The table below provides a breakdown of general and administrative expenses for 2012 and 2011:

	Year Ended December 31,
	2012		2011		Change
	(In Millions of Euros)				(In %)
Technology and systems		735		639		15.0
Communications		311		275		13.1
Advertising		359		355		1.1
Property, fixtures and materials		873		808		8.0
Of which:
Rent expenses		495		457		8.3
Taxes other than income tax		417		345		20.9
Other expenses		1,234		1,159		6.5
General and administrative expenses		3,929		3,581		9.7

Technology and systems expenses increased from €639 million in 2011 to €735 million in 2012. In recent years, we have undertaken significant investments in global technology projects, particularly in the area of transformation and innovation. We started up a number of projects in 2012, including the implementation of the new BBVA Compass technological platform in all our branches in the United States. Progress has also been made in the Group’s multichannel distribution model.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2012 amounted to €978 million a 20.7% increase compared to €810 million recorded for the year ended December 31, 2011, due primarily to the amortization of software and tangible assets for own use.

Provisions (net)

Provisions (net) for the year ended December 31, 2012 amounted to €641 million, a 27.4% increase compared to €503 million recorded for the year ended December 31, 2011, primarily to cover early retirement benefits, other allocations to pension funds and transfers to provisions for contingent liabilities.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) for the year ended December 31, 2012 amounted to €7,859 million, an 87.8% increase compared to the €4,185 million recorded for the year ended December 31, 2011. This increase is mainly due to the increase of provisions in connection with assets related to the real estate business in Spain to cover the additional impairment in the value of such assets owing to the worsening macroeconomic conditions in Spain. The Group’s non-performing assets ratio was 5.1% as of December 31, 2012, compared to 4.0% as of December 31, 2011.

Impairment losses on other assets (net)

Impairment losses on other assets (net) for the year ended December 31, 2012 amounted to €1,123 million, a 40.4% decrease compared to the €1,883 million recorded for the year ended December 31, 2011, when an impairment in goodwill of €1,444 million was registered. However, impairments losses on real estate inventories were higher in 2012 than in 2011, as a result of the continuing deterioration of the value of these assets.

Gains (losses) on derecognized assets not classified as non-current assets held for sale

Gains (losses) on derecognized assets not classified as non-current assets held for sale for the year ended December 31, 2012 amounted to a gain of €3 million, a 93.2% decrease compared to €44 million for the year ended December 31, 2011.

52

Negative goodwill

Negative goodwill for the year ended December 31, 2012 amounted to a gain of €376 million, compared with no gain for the year ended December 31, 2011. Negative goodwill for the year ended December 31, 2012 was derived from the acquisition of Unnim. See “Item 4. Information on the Company—History and Development of the Company—Capital Expenditures—2012—Acquisition of Unnim” in our 2012 Form 20-F and Note 20.1 to our Recast Consolidated Financial Statements for additional information.

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 year ended December 31, 2012, amounted to a loss of €624 million, compared to a loss of €271 million for the year ended December 31, 2011. This increase was primarily due to the higher provisions made in connection with real estate foreclosed assets in Spain and sales of these assets which amounted to a loss of €83 million in 2012 compared to a gain of €127 million in 2011.

Operating profit before tax

As a result of the foregoing, operating profit before tax for the year ended December 31, 2012 was €1,582 million, a 53.4% decrease from the €3,398 million recorded for the year ended December 31, 2011.

Income tax

Income tax for the year ended December 31, 2012 was a benefit of €352 million, compared to an expense of €158 million recorded for the year ended December 31, 2011, due to lower operating profit before tax, the higher proportion of revenues with low or zero tax rates (primarily dividends and equity accounted earnings), the higher proportion of results coming from Latin America, which carry a lower effective tax rate, and the higher provisions made with respect to real estate assets.

Profit from continuing operations

As a result of the foregoing, profit from continuing operations for the year ended December 31, 2012 was €1,934 million, a 40.3% decrease from the €3,240 million recorded for the year ended December 31, 2011.

Profit from discontinued operations (net)

Profit from discontinued operations for the year ended December 31, 2012 was €393 million, a 60.4% increase from the €245 million recorded for the year ended December 31, 2011, due to increased activity in the insurance and pension business. See “Item 4. Information on the Company—History and Development of the Company—Capital Divestitures—2013” and “Item 5. Operating and Financial Review and Prospects—Operations Results—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Divestment of the Pension Business in Latin America” in our 2012 Form 20-F.

Profit

As a result of the foregoing, profit for the year ended December 31, 2012 was €2,327 million, a 33.2% decrease from the €3,485 million recorded for the year ended December 31, 2011.

Profit attributed to parent company

Profit attributed to parent company for the year ended December 31, 2012 was €1,676 million, a 44.2% decrease from the €3,004 million recorded for the year ended December 31, 2011.

Profit attributed to non-controlling interests

Profit attributed to non-controlling interests for the year ended December 31, 2012 was €651 million, a 35.3% increase over the €481 million recorded for the year ended December 31, 2011, principally due to the positive performance of our Venezuelan and Peruvian operations where there are significant minority shareholders.

53

BBVA Group Results of Operations for 2011 Compared to 2010

The changes in the Group’s consolidated income statements for 2011 and 2010 were as follows:

	Year Ended December 31,
	2011			2010			Change
	(In Millions of Euros)						(In %)
Interest and similar income		23,229			21,130			9.9
Interest expense and similar charges		(10,505	)		(7,814	)		34.4
Net interest income		12,724			13,316			(4.4	)
Dividend income		562			529			6.2
Share of profit or loss of entities accounted for using the equity method		787			331			137.8
Fee and commission income		4,874			4,864			0.2
Fee and commission expenses		(980	)		(831	)		17.9
Net gains (losses) on financial assets and liabilities		1,070			1,372			(22.0	)
Net exchange differences		410			455			(9.9	)
Other operating income		4,212			3,537			19.1
Other operating expenses		(4,019	)		(3,240	)		24.0
Administration costs		(8,634	)		(8,007	)		7.8
Personnel expenses		(5,053	)		(4,698	)		7.6
General and administrative expenses		(3,581	)		(3,309	)		8.2
Depreciation and amortization		(810	)		(754	)		7.4
Provisions (net)		(503	)		(475	)		5.9
Impairment losses on financial assets (net)		(4,185	)		(4,718	)		(11.3	)
Impairment losses on other assets (net)		(1,883	)		(489	)		285.1
Gains (losses) on derecognized assets not classified as non-current assets held for sale		44			41			7.3
Negative goodwill		—			1			(100.0	)
Gains (losses) in non-current assets held for sale not classified as discontinued operations		(271	)		127			n.m.	(1)
Operating profit before tax		3,398			6,059			(43.9	)
Income tax		(158	)		(1,345	)		(88.3	)
Profit from continuing operations		3,240			4,714			(31.3	)
Profit from discontinued operations (net)		245			281			(12.8	)
Profit		3,485			4,995			(30.2	)
Profit attributed to parent company		3,004			4,606			(34.8	)
Profit attributed to non-controlling interests		481			389			23.7

(1) Not meaningful.

54

The changes in our consolidated income statements for 2011 and 2010 were as follows:

Net interest income

The following table summarizes the principal components of net interest income for 2011 compared to 2010.

	Year Ended December 31,
	2011			2010			Change
	(In Millions of Euros)						(In %)
Interest and similar income		23,229			21,130			9.9
Interest and similar expense		(10,505	)		(7,814	)		34.4
Net interest income		12,724			13,316			(4.4	)

Net interest income decreased 4.4% to €12,724 million for the year ended December 31, 2011 from €13,316 million for year ended December 31, 2010, due mainly to the upturn in interest rates in the Eurozone in the 2011, which affected liability costs to a greater extent, and a faster impact, than the return on assets. The decrease in net interest income was also the result of the extremely complex environment in which it was produced, with restricted lending activity in Spain and more expensive wholesale funding due to the increased spread paid for Spain’s risk. The decrease in net interest income was modestly offset by the increased volume of business and sound price management in South America.

Dividend income

Dividend income increased 6.2% to €562 million for the year ended December 31, 2011 from €529 million for the year ended December 31, 2010, due primarily to dividends 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 increased to €787 million for the year ended December 31, 2011 from €331 million for the year ended December 31, 2010 due to the increased profit of CNCB and the profit of Garanti (in which we acquired a stake in March 2011).

Fee and commission income

The breakdown of fee and commission income for 2011 and 2010 is as follows:

	Year Ended December 31,
	2011		2010		Change
	(In Millions of Euros)				(In %)
Commitment fees		157		133		18.0
Contingent risks		302		282		7.1
Letters of credit		51		45		13.3
Bank and other guarantees		251		237		5.9
Arising from exchange of foreign currencies and banknotes		25		19		31.6
Collection and payment services income		2,560		2,500		2.4
Bills receivables		66		60		10.0
Current accounts		348		402		(13.4	)
Credit and debit cards		1,518		1,384		9.7
Checks		228		263		(13.3	)
Transfers and others payment orders		276		274		0.7

55

	Year Ended December 31,
	2011		2010		Change
	(In Millions of Euros)				(In %)
Rest		124		117		6.0
Securities services income		1,079		1,142		(5.5	)
Securities underwriting		70		64		9.4
Securities dealing		192		181		6.1
Custody securities		329		357		(7.8	)
Investment and pension funds		372		414		(10.1	)
Rest assets management		116		126		(7.9	)
Counseling on and management of one-off transactions		12		11		9.1
Financial and similar counseling services		56		60		(6.7	)
Factoring transactions		33		29		13.8
Non-banking financial products sales		90		102		(11.8	)
Other fees and commissions		560		586		(4.4	)
Fee and commission income		4,874		4,864		0.2

Fee and commission income increased 0.2% to €4,874 million for the year ended December 31, 2011 from €4,864 million for the year ended December 31, 2010.

Fee and commission expenses

The breakdown of fee and commission expenses for 2011 and 2010 is as follows:

	Year Ended December 31,
	2011		2010		Change
	(In Millions of Euros)				(In %)
Brokerage fees on lending and deposit transactions		4		5		(20.0	)
Fees and commissions assigned to third parties		682		571		19.4
Credit and debit cards		554		449		23.4
Transfers and others payment orders		31		27		14.8
Securities dealing		14		13		7.7
Rest		83		82		1.2
Other fees and commissions		294		255		15.3
Fee and commission expenses		980		831		17.9

Fee and commission expenses increased 17.9% to €980 million for the year ended December 31, 2011 from €831 million for the year ended December 31, 2010, primarily due to the increase in fees and commissions assigned to third party banking services, specifically credit and debit cards, and other fees and commissions.

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

Net gains (losses) on financial assets and liabilities decreased by 22% to €1,070 million for the year ended December 31, 2011 from €1,372 million for the year ended December 31, 2010, primarily due to declines in the value of assets as a result of market prices evolution, reduced customer activity and the absence of earnings from portfolio sales.

Net exchange differences decreased 9.9% to €410 million for the year ended December 31, 2011 from €455 million for the year ended December 31, 2010. In the first half of 2011, the euro appreciated against the U.S. dollar due to the increasing spread between interest rates; however, in the second half of the year, the European debt crisis weakened the euro’s position. The combination of a stronger euro and the relative strength of emerging currencies against the U.S. dollar resulted in a generally unfavorable performance.

56

Other operating income and expenses

Other operating income amounted to €4,212 million for the year ended December 31, 2011, a 19.1% increase compared to €3,537 million for the year ended December 31, 2010, due primarily to increased income derived from insurance and reinsurance contracts.

Other operating expenses for the year ended December 31, 2011, amounted to €4,019 million, a 24.0% increase compared to the €3,240 million recorded for the year ended December 31, 2010 due primarily to higher contributions to deposit guarantee funds in the countries in which we operate and to increased provisions related to insurance and reinsurance contracts.

Administration costs

Administration costs comprise personnel expenses and general and administrative expenses and for the year ended December 31, 2011 were €8,634 million, an 7.8% increase from the €8,007 million recorded for the year ended December 31, 2010, due primarily to the Group’s growth and expansion plans. Progress continues to be made in developing customer products and segments in franchises operating in emerging countries and in extending banking penetration to take advantage of economic growth. In contrast, in developed markets, BBVA focuses on improving customer relations and distribution efficiency. Additionally, investment in technology, personnel and brand awareness continues in the Bank as a whole.

The table below provides a breakdown of personnel expenses for 2011 and 2010.

	Year Ended December 31,
	2011		2010		Change
	(In Millions of Euros)				(In %)
Wages and salaries		3,911		3,643		7.4
Social security costs		600		555		8.1
Transfers to internal pension provisions		51		37		37.8
Contributions to external pension funds		80		84		(4.8	)
Other personnel expenses		411		379		8.4
Personnel expenses		5,053		4,698		7.6

The table below provides a breakdown of general and administrative expenses for 2011 and 2010.

	Year Ended December 31,
	2011		2010		Change
	(In Millions of Euros)				(In %)
Technology and systems		639		551		16.0
Communications		275		274		0.4
Advertising		355		336		5.7
Property, fixtures and materials		808		739		9.3
Of which:
Rent expenses		457		393		16.3
Taxes other than income tax		345		318		8.5
Other expenses		1,159		1,091		6.2
General and administrative expenses		3,581		3,309		8.2

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2011 amounted to €810 million a 7.4% increase compared to €754 million recorded for the year ended December 31, 2010, due primarily to the amortization of software and tangible assets for own use.

57

Provisions (net)

Provisions (net) for the year ended December 31, 2011 amounted to €503 million, a 5.9% increase compared to €475 million recorded for the year ended December 31, 2010, primarily to cover early retirement benefits, other allocations to pension funds and transfers to provisions for contingent liabilities.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) for the year ended December 31, 2011 amounted to €4,185 million, a 11.3% decrease compared to the €4,718 million recorded for the year ended December 31, 2010.

Impairment on financial assets (net) was negatively affected in 2009 and 2010 in Spain and in the United States by the significant increase in impaired loans, mainly as a result of the deterioration of the economic environment. Impairment losses on financial assets (net) for the year ended December 31, 2011, continued to be impacted in Spain, Portugal and, to a lesser extent, in the United States by the challenging economic environment. The Group’s non-performing assets ratio was 4.0% as of December 31, 2011, compared to 4.1% as of December 31, 2010.

Impairment losses on other assets (net)

Impairment losses on other assets (net) for the year ended December 31, 2011 amounted to €1,883 million, compared to the €489 million recorded for the year ended December 31, 2010. Impairment losses on other assets (net) for 2011 includes impairment losses relating to goodwill of €1,444 million in the United States and provisions made for real estate and foreclosed assets.

Gains (losses) on derecognized assets not classified as non-current assets held for sale

Gains (losses) on derecognized assets not classified as non-current assets held for sale for the year ended December 31, 2011 amounted to a gain of €44 million, a 7.3% increase over the €41 million gain recorded for the year ended December 31, 2010.

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 year ended December 31, 2011, amounted to a loss of €271 million, compared to a gain of €127 million for the year ended December 31, 2010, mainly as a result of an increase in write-downs on real estate investments and a decrease in the profits on sales and lease back operations which amounted to €67 million in 2011 compared to €273 million in 2010.

Operating profit before tax

As a result of the foregoing, operating profit before tax for the year ended December 31, 2011 was €3,398 million, a 43.9% decrease from the €6,059 million recorded for the year ended December 31, 2010.

Income tax

Income tax for the year ended December 31, 2011 amounted to €158 million, an 88.3% decrease from the €1,345 million recorded for the year ended December 31, 2010, due to lower operating profit before tax, a decrease in tax expenses due to the amortization of certain goodwill arising from investments in foreign companies made prior to December 31, 2007, whose deductibility is contemplated in the European Union decision published on May 21, 2011, revenues with low or zero tax rates (basically dividends and equity accounted earnings), and the higher proportion of results coming from Latin America which carry a low effective tax rate.

Profit from continuing operations

As a result of the foregoing, profit from continuing operations for the year ended December 31, 2011 was €3,240 million, a 31.3% decrease from the €4,714 million recorded for the year ended December 31, 2010.

58

Profit from discontinued operations (net)

Profit from discontinued operations for the year ended December 31, 2011 was €245 million, a 12.8% decrease from the €281 million recorded for the year ended December 31, 2011.

Profit

As a result of the foregoing, profit for the year ended December 31, 2011 was €3,485 million, a 30.2% decrease from the €4,995 million recorded for the year ended December 31, 2010.

Profit attributed to parent company

Profit attributed to parent company for the year ended December 31, 2011 was €3,004 million, a 34.8% decrease from the €4,606 million recorded for the year ended December 31, 2010.

Profit attributed to non-controlling interests

Profit attributed to non-controlling interests for the year ended December 31, 2011 was €481 million, a 23.7% increase over the €389 million recorded for the year ended December 31, 2010, principally due to the performance of Venezuela.

Results of Operations by Operating Segment for 2012 Compared to 2011

SPAIN

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		4,748			4,248			11.8
Net fees and commissions		1,342			1,291			4.0
Net gains (losses) on financial assets and liabilities and net exchange differences		256			238			7.6
Other operating income and expenses		318			468			(32.0	)
Administration costs		(2,788	)		(2,737	)		1.9
Depreciation and amortization		(99	)		(101	)		(1.3	)
Impairment losses on financial assets (net)		(1,853	)		(1,619	)		14.4
Provisions (net) and other gains (losses)		(273	)		(274	)		(0.6	)
Operating profit/ (loss) before tax		1,652			1,515			9.1
Income tax		(487	)		(438	)		11.3
Profit from continuing operations		1,165			1,077			8.2
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		1,165			1,077			8.2
Profit attributed to non-controlling interests		(3	)		(2	)		47.1
Profit attributed to parent company		1,162			1,075			8.1

(1) Not meaningful.

Spain’s income statement for 2012 was adversely affected by the significant loan-loss provisions made to reflect the steady impairment of our real estate portfolios. The acquisition of Unnim in July 2012 had a non-material impact on the performance of this area.

59

Net interest income

Net interest income of this operating segment for 2012 was €4,748 million, a 11.8% increase compared to the €4,248 million recorded for 2011, due mainly to the reduction of the cost of deposits that more than offset the decrease in income from loans.

Net fees and commissions

Net fees and commissions of this operating segment amounted to €1,342 million for 2012, a 4.0% increase from the €1,291 million recorded for 2011, primarily due to an increase in securities services income.

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

Net gains (losses) on financial assets and liabilities and net exchange differences of this operating segment for 2012 was a gain of €256 million, a 7.6% increase compared to the €238 million gain recorded for 2011, mainly due to the higher net gains on financial assets which were partially offset by the negative effect of exchanges differences.

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012 was a gain of €318 million, a 32% decrease from the €468 million gain recorded for 2011, primarily due to increased contributions to the Deposit Guarantee Fund.

Administration costs

Administration costs of this operating segment for 2012 were €2,788 million, a 1.9% increase from the €2,737 million recorded for 2011, primarily due to an increase in general and personnel expenses due to the acquisition of Unnim.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was €1,853 million, a 14.4% increase from the €1,619 million recorded for 2011 mainly due to the deterioration of economic conditions in Spain. This operating segment’s non-performing assets ratio increased to 4.05%, as of December 31, 2012, from 3.06% as for December 31, 2011, due to the increase in impaired loans which was partially offset by a decrease in loans and advances to customers.

Provisions (net) and other gains (losses)

Provisions (net) and other gains (losses) for 2012 was an expense of €273 million, a 0.6% decrease from the €274 million expense recorded in 2011.

Operating profit / (loss) before tax

As a result of the foregoing, the operating loss before tax of this operating segment for 2012 was €1,652 million, compared with operating profit before tax of €1,515 million recorded in 2011.

Income tax

Income tax of this operating segment for 2012 was €487 million, a 11.3% increase from the €438 million expense recorded in 2011.

Profit attributed to parent company

As a result of the foregoing, profit attributed to parent company of this operating segment for 2012 was a gain of €1,162 million, a 8.1% increase from the €1,075 million recorded in 2011.

60

REAL ESTATE ACTIVITY IN SPAIN

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		(20	)		104			n.m.	(1)
Net fees and commissions		18			22			(17.4	)
Net gains (losses) on financial assets and liabilities and net exchange differences		(29	)		12			n.m.	(1)
Other operating income and expenses		(53	)		(14	)		294.5
Administration costs		(103	)		(88	)		16.8
Depreciation and amortization		(24	)		(13	)		83.2
Impairment losses on financial assets (net)		(3,799	)		(481	)		n.m.	(1)
Provisions (net) and other gains (losses)		(1,695	)		(757	)		123.8
Operating profit/ (loss) before tax		(5,705	)		(1,216	)		n.m.	(1)
Income tax		1,659			405			n.m.	(1)
Profit from continuing operations		(4,046	)		(810	)		n.m.	(1)
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		(4,046	)		(810	)		n.m.	(1)
Profit attributed to non-controlling interests		3			2			45.6
Profit attributed to parent company		(4,044	)		(809	)		n.m.	(1)

(1) Not meaningful.

Net interest income

Net interest income of this operating segment for 2012 was a expense of €20 million, compared to an income of €104 million recorded for 2011.

Net fees and commissions

Net fees and commissions of this operating segment amounted to €18 million for 2012, a 17.4% decrease from the €22 million recorded for 2011.

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

Net gains (losses) on financial assets and liabilities and net exchange differences of this operating segment for 2012 was a loss of €29 million compared with the €12 million gain recorded for 2011, mainly due to the losses on financial assets.

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012 was a loss of €53 million, compared to the loss of €14 million recorded for 2011.

Administration costs

Administration costs of this operating segment for 2012 were €103 million, a 16.8% increase from the €88 million recorded for 2011.

61

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was €3,799 million, compared to the €481 million recorded for 2011. This increase was mainly attributable to the impairment of assets related to the real estate sector as a result of the deterioration of economic conditions in Spain.

Provisions (net) and other gains (losses)

Provisions (net) and other gains (losses) for 2012 was an expense of €1,695 million, compared to the €757 million expense recorded in 2011, primarily due to an increase in provisions for foreclosed assets and real estate assets as a result of the deterioration of economic conditions in Spain.

Operating profit / (loss) before tax

As a result of the foregoing, the operating loss before tax of this operating segment for 2012 was €5,705 million, compared with operating loss before tax of €1,216 million recorded in 2011.

Income tax

Income tax of this operating segment for 2012 was a benefit of €1,659 million, compared to the €405 million benefit recorded in 2011, primarily as result of the increase in the operating loss before tax.

Profit attributed to parent company

As a result of the foregoing, profit attributed to parent company of this operating segment for 2012 was a loss of €4,044 million, compared to the €809 million recorded in 2011.

EURASIA

As described under “Explanatory Note”, in accordance with the new standard set forth by IFRS 11, Garanti and entities of the Garanti Group are from January 1, 2013 accounted for using the equity method in our consolidated financial information, whereas they were accounted for under the proportionate consolidation method prior to such date. In accordance with IFRS 8, the information for the Eurasia operating segment is presented under management criteria, pursuant to which Garanti’s information has been proportionally integrated based on our 25.01% interest in Garanti.

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		851			806			5.5
Net fees and commissions		451			391			15.4
Net gains (losses) on financial assets and liabilities and net exchange differences		131			114			14.9
Other operating income and expenses		781			655			19.2
Administration costs		(724	)		(602	)		20.3
Depreciation and amortization		(54	)		(44	)		23.7
Impairment losses on financial assets (net)		(328	)		(111	)		195.5
Provisions (net) and other gains (losses)		(49	)		13			n.m.	(1)
Operating profit/ (loss) before tax		1,058			1,222			(13.4	)
Income tax		(105	)		(159	)		(34.2	)
Profit from continuing operations		953			1,062			(10.3	)
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		953			1,062			(10.3	)
Profit attributed to non-controlling interests		—			—			n.m.	(1)
Profit attributed to parent company		953			1,062			(10.3	)

(1) Not meaningful.

62

Net interest income

Net interest income of this operating segment for 2012 was €851 million, a 5.5% increase compared to the €806 million recorded for 2011 primarily due to increased net interest income from Garanti.

Net fees and commissions

Net fees and commissions of this operating segment amounted to €451 million for 2012, a 15.4% increase from the €391 million recorded for 2011 primarily due to increased net fees and commissions from Garanti.

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

Net gains and financial assets and liabilities and exchange differences of this operating segment for 2012 was €131 million, a 14.9% increase compared with the €114 million recorded for 2011, primarily due to the positive impact of exchange rates.

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012 was a gain of €781 million, a 19.2% increase from the €655 million gain recorded for 2011, primarily due to the growing contribution of CNCB.

Administration costs

Administration costs of this operating segment for 2012 were €724 million, a 20.3% increase over the €602 million recorded for 2011, primarily due to the Garanti.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was €328 million, a 195.5% increase from the €111 million recorded for 2011 due to the loan-loss provisions made in Portugal due to the ongoing deterioration of the economic situation. The operating segment’s non-performing assets ratio increased to 2.77% as of December 31, 2012 from 1.49% as of December 31, 2011.

Operating profit / (loss) before tax

As a result of the foregoing, operating profit before tax of this operating segment for 2012 was €1,058 million, a 13.4% decrease from the €1,222 million recorded in 2011.

Income tax

Income tax of this operating segment for 2012 was €105 million, a 34.2% decrease from the €159 million recorded in 2011, primarily as result of the decrease in operating profit before tax.

Profit attributed to parent company

As a result of the foregoing, profit attributed to parent company of this operating segment for 2012 was €953 million, a 10.3% decrease from the €1,062 million recorded in 2011.

63

MEXICO

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		4,178			3,782			10.5
Net fees and commissions		1,073			1,015			5.7
Net gains (losses) on financial assets and liabilities and net exchange differences		219			296			(26.2	)
Other operating income and expenses		286			229			25.0
Administration costs		(2,033	)		(1,826	)		11.3
Depreciation and amortization		(133	)		(105	)		27.0
Impairment losses on financial assets (net)		(1,320	)		(1,180	)		11.9
Provisions (net) and other gains (losses)		(41	)		(59	)		(30.4	)
Operating profit/ (loss) before tax		2,229			2,153			3.5
Income tax		(539	)		(514	)		4.9
Profit from continuing operations		1,690			1,639			3.1
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		1,690			1,639			3.1
Profit attributed to non-controlling interests		(1	)		(1	)		(16.1	)
Profit attributed to parent company		1,689			1,638			3.1

(1) Not meaningful.

As discussed under “Item 5. Operating and Financial Review and Prospects—Operating Results—Factors Affecting the Comparability of our Results of Operations and Financial Condition,” in our 2012 Form 20-F, in 2012 the Mexican peso appreciated against the euro on average terms, resulting in a positive exchange rate effect on our income statement for 2012.

In the second half of 2012, we signed an agreement for the sale of our pension business in Mexico. The earnings from this activity have therefore been classified under discontinued operations in the income statement for 2012 and also for 2011, for comparison purposes.

Net interest income

Net interest income of this operating segment for 2012 was €4,178 million, a 10.5% increase from the €3,782 million recorded for 2011, due primarily to increased business activity, with greater volumes of lending and customer funds, and sound price management, which effects were partially offset by the impact of lower interest rates throughout the year.

Net fees and commissions

Net fees and commissions of this operating segment amounted to €1,073 million for 2012, a 5.7% increase from the €1,015 million recorded for 2011, due to increased transactions by customers with credit cards and the higher volume of assets under management of mutual funds.

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

Net gains on financial assets and liabilities and exchange differences of this operating segment for 2012 amounted to €219 million, a 26.2% decrease from the €296 million for 2011, primarily due to lower brokerage revenues.

64

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012, was a gain €286 million, a 25.0% increase from the €229 million gain recorded for 2011, principally due to growth in the insurance business.

Administration costs

Administration costs of this operating segment for 2012 amounted to €2,033 million, an 11.3% increase from the €1,826 million recorded for 2011, primarily due to the investment in technology and infrastructure. The number of ATMs grew over the year to 7,733 units, while the POS terminals increased by 9,176 units.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was €1,320 million, an 11.9% increase from the €1,180 million recorded for 2011, in line with the activity increase in the area. The operating segment’s non-performing assets ratio increased to 3.8% as of December 31, 2012 from 3.7% as of December 31, 2011.

Operating profit / (loss) before tax

As a result of the foregoing, operating profit before tax of this operating segment for 2012 was €2,229 million, a 3.5% increase from the €2,153 million recorded for 2011.

Income tax

Income tax of this operating segment for 2012 was €539 million, a 4.9% increase from the €514 million recorded for 2011.

Profit from continuing operations

Profit from continuing operations of this operating segment for 2012 was €1,690 million, a 3.1% increase from the €1,639 million recorded for 2011.

Profit attributed to parent company

As a result of the foregoing, profit attributed to parent company of this operating segment for 2012 was €1,689 million, a 3.1% increase from the €1,638 million recorded for 2011.

65

SOUTH AMERICA

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		4,288			3,159			35.7
Net fees and commissions		913			722			26.4
Net gains (losses) on financial assets and liabilities and net exchange differences		443			485			(8.6	)
Other operating income and expenses		(284	)		(267	)		6.4
Administration costs		(2,120	)		(1,732	)		22.4
Depreciation and amortization		(173	)		(152	)		14.3
Impairment losses on financial assets (net)		(593	)		(449	)		32.1
Provisions (net) and other gains (losses)		(202	)		(89	)		127.7
Operating profit/ (loss) before tax		2,271			1,677			35.4
Income tax		(494	)		(346	)		43.0
Profit from continuing operations		1,777			1,332			33.4
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		1,777			1,332			33.4
Profit attributed to non-controlling interests		(578	)		(434	)		33.4
Profit attributed to parent company		1,199			898			33.5

(1) Not meaningful.

As discussed under “Item 5. Operating and Financial Review and Prospects—Operating Results—Factors Affecting the Comparability of our Results of Operations and Financial Condition” in our 2012 Form 20-F, the average exchange rates of the currencies of the countries in which we operate in South America, except for the Argentine peso, against the euro, increased in 2012, resulting in a positive impact on the results of operations of the South America operating segment expressed in euro.

During the second half of 2012 we embarked on various negotiations for the sale of our pension business in South America and, in late 2012, we entered into an agreement for the sale of our stake in the Colombian company BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías S.A. The earnings from our pension business in South America have been classified as discontinued operations in the income statement for 2012 and 2011 (for comparison purposes).

Net interest income

Net interest income of this operating segment for 2012 was €4,288 million, a 35.7% increase from the €3,159 million recorded in 2011, mainly due to the increase in volume of customer loans and deposits during the period, combined with sound price management.

Net fees and commissions

Net fees and commissions of this operating segment amounted to €913 million in 2012, a 26.4% increase from the €722 million recorded in 2011, primarily due to the increasing pace of business in most of the countries throughout the region.

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

Net gains on financial assets and liabilities and exchange differences of this operating segment in 2012 were €443 million, an 8.6% decrease from the €485 million recorded in 2011. Net gains on financial assets and liabilities and exchange differences of this operating segment in 2011 were positively affected by the revaluation of the U.S. dollar positions of BBVA Provincial in Venezuela, and no similar revaluation was recorded in 2012.

66

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012, was a loss of €284 million, a 6.4% increase from the loss of €267 million recorded for 2011, principally due to the impact of Venezuela as a hyperinflationary economy since 2009 and the greater contribution made to the deposit guarantee funds in the countries in which we operate.

Administration costs

Administration costs of this operating segment in 2012 were €2,120 million, a 22.4% increase from the €1,732 million recorded in 2011, primarily due to the implementation of growth plans and the higher inflation recorded in the area.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment in 2012 was €593 million, 32.1% increase from the €449 million recorded in 2011, primarily due to the growth of loans and advances to customers. The operating segment’s non-performing assets ratio was 2.1% as of December 31, 2012, compared with 2.2% as of December 31, 2011.

Operating profit / (loss) before tax

As a result of the foregoing, operating profit before tax of this operating segment in 2012 amounted to €2,271 million, a 35.4% increase compared to the €1,677 million recorded in 2011.

Income tax

Income tax of this operating segment in 2012 was €494 million, a 43% increase from the €346 million recorded in 2011.

Profit from continuing operations

Profit from continuing operations of this operating segment for 2012 was €1,777 million, a 33.4% increase from the €1,332 million recorded for 2011.

Profit attributed to parent company

Profit attributed to parent company of this operating segment in 2012 was €1,199 million, a 33.5% increase from the €898 million recorded in 2011.

67

UNITED STATES

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		1,551			1,518			2.2
Net fees and commissions		581			611			(4.9	)
Net gains (losses) on financial assets and liabilities and net exchange differences		153			132			15.2
Other operating income and expenses		(41	)		(79	)		(48.0	)
Administration costs		(1,321	)		(1,253	)		5.4
Depreciation and amortization		(185	)		(166	)		11.1
Impairment losses on financial assets (net)		(72	)		(320	)		(77.5	)
Provisions (net) and other gains (losses)		(46	)		(1,496	)		(96.9	)
Operating profit/ (loss) before tax		619			(1,053	)		n.m.	(1)
Income tax		(177	)		340			n.m.	(1)
Profit from continuing operations		442			(713	)		n.m.	(1)
Profit from discontinued operations (net)		—			—			n.m.	(1)
Profit		442			(713	)		n.m.	(1)
Profit attributed to non-controlling interests		—			—			n.m.	(1)
Profit attributed to parent company		442			(713	)		n.m.	(1)

(1) Not meaningful.

As discussed under “Item 5. Operating and Financial Review and Prospects—Operating Results—Factors Affecting the Comparability of our Results of Operations and Financial Condition” in our 2012 Form 20-F, in 2012 the U.S. dollar appreciated against the euro on average terms, resulting in a positive exchange rate effect on our income statement in 2012.

Net interest income

Net interest income of this operating segment for 2012 was €1,551 million, a 2.2% increase from the €1,518 million recorded in 2011, primarily as a result of the appreciation of the U.S. dollar.

Net fees and commissions

Net fees and commissions of this operating segment in 2012 were €581 million, a 4.9% decrease from the €611 million recorded in 2011, due primarily to the coming into force of restrictive regulations on fees and commissions. This negative effect was partially offset by the positive performance of service fees from new residential mortgages.

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

Net gains (losses) on financial assets and liabilities and net exchange differences of this operating segment in 2012 were €153 million, a 15.2% increase from the €132 million recorded in 2011, mainly due to the appreciation of the U.S. dollar.

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment in 2012 were an expense of €41 million, compared to an expense of €79 million recorded in 2011 mainly due to lower contributions to the Federal Deposit Insurance Corporation (FDIC).

68

Administration costs

Administration costs of this operating segment in 2012 were €1,321 million, a 5.4% increase from the €1,253 million recorded in 2011.

Depreciation and amortization

Depreciation and amortization of this operating segment for 2012 was €185 million, a 11.1% increase from €166 million in 2011.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was €72 million, a 77.5% decrease from the €320 million recorded for 2011, primarily due to the improvement in the loan-book mix. The non-performing assets ratio of this operating segment as of December 31, 2012 decreased to 2.4% from 3.5% as of December 31, 2011.

Provisions (net) and other gains (losses)

Provisions (net) and other gains (losses) for 2012 reflected losses of €46 million, compared to the €1,496 million losses recorded for 2011. Provisions (net) and other gains (losses) for 2011 were mainly related to impairment losses for goodwill (totaling €1,444 million). This goodwill adjustment was of an accounting nature and did not have any negative impact on the liquidity or capital adequacy of either the operating segment or the Group.

Operating profit / (loss) before tax

As a result of the foregoing, the operating profit before tax of this operating segment for 2012 was a gain of €619 million, compared to a loss of €1,053 million recorded in 2011.

Income tax

Income tax of this operating segment for 2012 was a loss of €177 million, compared to a gain of €340 million recorded in 2011.

Profit attributed to parent company

Profit attributed to parent company of this operating segment for 2012 was a gain of €443 million, compared to a loss of €713 million recorded in 2011.

69

CORPORATE CENTER

	For the Year Ended December 31,
	2012			2011			Change
	(In Millions of Euros)						(In %)
Net interest income		(473	)		(465	)		1.7
Net fees and commissions		(25	)		(21	)		19.0
Net gains (losses) on financial assets and liabilities and net exchange differences		594			204			191.7
Other operating income and expenses		192			371			(48.2	)
Administration costs		(679	)		(659	)		3.0
Depreciation and amortization		(350	)		(259	)		35.2
Impairment losses on financial assets (net)		(15	)		(66	)		(76.7	)
Provisions (net) and other gains (losses)		291			44			n.m.	(1)
Operating profit/ (loss) before tax		(465	)		(852	)		(45.4	)
Income tax		418			505			(17.1	)
Profit from continuing operations		(47	)		(347	)		(86.5	)
Profit from discontinued operations (net)		393			246			n.m.	(1)
Profit		346			(102	)		n.m.	(1)
Profit attributed to non-controlling interests		(72	)		(47	)		53.5
Profit attributed to parent company		273			(149	)		n.m.	(1)

(1) Not meaningful.

Net interest income

Net interest income of this operating segment for 2012 was an expense of €473 million compared to an expense of €465 million recorded in 2011. Net interest income has been negatively affected by the rising cost of wholesale finance resulting from the instability in the Euro zone area.

Net fees and commissions

Net fees and commissions of this operating segment amounted to an expense of €25 million for 2012, a 19% increase from the €21 million expense recorded for 2011.

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

Net gains (losses) on financial assets and liabilities and net exchange differences of this operating segment for 2012 were a gain of €594 million, a 191.7% increase from the €204 million gain recorded in 2011, primarily as a result of the capital gains derived from the repurchase of securitization bonds and subordinated debt carried out in 2012.

Other operating income and expenses (net)

Other operating income and expenses (net) of this operating segment for 2012 was a gain of €192 million, a 48.2% decrease from the €371 million gain recorded in 2011. Other operating income and expenses (net) of this operating segment for both years was primarily composed of Telefónica, S.A.’s dividends, which decreased from €1.52 per share in 2011 to €0.53 per share in 2012.

Administration costs

Administration costs of this operating segment for 2012 were €679 million, a 3% increase from the €659 million recorded in 2011, primarily due to the increase in costs associated with certain investments that are currently being undertaken including for the upgrading of systems, infrastructure and image and brand identity.

70

Depreciation and amortization

Depreciation and amortization of this operating segment for 2012 was €350 million, a 35.2% increase from the €259 million recorded in 2011, primarily due to charges related to corporate offices and software amortization.

Impairment losses on financial assets (net)

Impairment losses on financial assets (net) of this operating segment for 2012 was a loss of €15 million compared with a loss of €66 million recorded for 2011.

Provisions (net) and other gains (losses)

Provisions (net) and other gains (losses) for 2012 was a gain of €291 million, compared to the €44 million gain recorded in 2011.

Operating profit / (loss) before tax

As a result of the foregoing, operating loss before tax of this operating segment for 2012 was a loss of €465 million, compared to a loss of €852 million in 2011.

Income tax

Income tax of this operating segment for 2012 was €418 million, a 17.1% decrease from the €505 million recorded for 2011.

Profit from discontinued operations (net)

As discussed above, the earnings from our pension business in South America and Mexico have been classified as discontinued operations in the income statement for 2012 and 2011 (for comparison purposes). Profit from discontinued operations (net) of this operating segment for 2012 was €393 million, compared to the €246 million recorded for 2011.

Profit attributed to parent company

Profit attributed to parent company of this operating segment for 2012 was a gain of €273 million, compared to a loss of €149 million in 2011.

71

RECONCILIATION BETWEEN OPERATING SEGMENTS AND GROUP’S INCOME STATEMENT

The below table reconciles the income statement of our various operating segments to the consolidated income statement of the Group. The “Adjustments” column consists of amounts included in the Eurasia segment from the proportionate consolidation of Garanti and entities of the Garanti group which must be backed out for purposes of our consolidated financial information given that in accordance with IFRS 11 we are required to account for Garanti and the entities of the Garanti group using the equity method from January 1, 2013.

	For the Year Ended December 31, 2012
	Banking activities in Spain			Real estate in Spain			Eurasia			Mexico			United States			South America			Corporate center			Total			Adjustments			Group Income
	(In Millions of Euros)
Net interest income		4,748			(20	)		851			4,178			1,551			4,288			(473	)		15,122			(648	)		14,474
Net fees and commissions		1,342			18			451			1,073			581			913			(25	)		4,353			(197	)		4,156
Net gains (losses) on financial assets and liabilities and net exchange differences		256			(29	)		131			219			153			443			594			1,767			(62	)		1,705
Other operating income and expenses (*)		318			(53	)		781			286			(41	)		(284	)		192			1,199			290			1,489
Administration costs		(2,788	)		(103	)		(724	)		(2,033	)		(1,321	)		(2,120	)		(679	)		(9,768	)		372			(9,396	)
Depreciation and amortization		(99	)		(24	)		(54	)		(133	)		(185	)		(173	)		(350	)		(1,018	)		(601	)		(1,619	)
Impairment losses on financial assets (net)		(1,853	)		(3,799	)		(328	)		(1,320	)		(72	)		(593	)		(15	)		(7,980	)		121			(7,859	)
Provisions (net) and other gains (losses)		(273	)		(1,695	)		(49	)		(41	)		(46	)		(202	)		291			(2,016	)		648			(1,368	)
Operating profit/ (loss) before tax		1,652			(5,705	)		1,058			2,229			619			2,271			(465	)		1,659			(77	)		1,582
Income tax		(487	)		1,659			(105	)		(539	)		(177	)		(494	)		418			276			76			352
Profit from continuing operations		1,165			(4,046	)		953			1,690			442			1,777			(47	)		1,934			—			1,934
Profit from discontinued operations (net)		—			—			—			—			—			—			393			393			—			393
Profit		1,165			(4,046	)		953			1,690			442			1,777			346			2,327			—			2,327
Profit attributed to non-controlling interests		(3	)		3			—			(1	)		—			(578	)		(72	)		(651	)		—			(651	)
Profit attributed to parent company		1,162			(4,044	)		953			1,689			443			1,199			273			1,676			—			1,676

(*) Includes share of profit or loss of entities accounted for using the equity method.

72

B. Liquidity and Capital Resources

Liquidity risk management and controls are explained in Note 7.3 to the Recast Consolidated Financial Statements. In addition, information on outstanding contractual maturities of assets and liabilities is provided in Note 7.5 to the Recast Consolidated Financial Statements. For information concerning our short-term borrowing, see “Item 4. Information on the Company—Selected Statistical Information—LIABILITIES—Short-term Borrowings”.

Liquidity and finance management of the BBVA Group’s balance sheet seeks to fund the growth of the banking business at suitable maturities and costs, using a wide range of instruments that provide access to a large number of alternative sources of finance.

A core principle in the BBVA Group’s liquidity and finance management is the financial independence of its banking subsidiaries. This aims to ensure that the cost of liquidity is correctly reflected in price formation. Accordingly, we maintain a liquidity pool at an individual entity level at each of Banco Bilbao Vizcaya Argentaria, S.A. and our banking subsidiaries, including BBVA Compass, BBVA Bancomer and our Latin American subsidiaries. The only exception to this principle is Banco Bilbao Vizcaya Argentaria (Portugal), S.A., which is funded by Banco Bilbao Vizcaya Argentaria, S.A. Banco Bilbao Vizcaya Argentaria (Portugal), S.A. represented 0.94% of our total consolidated assets and 0.54% of our total consolidated liabilities, as of December 31, 2012.

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 liquidity pool of liquid assets and securitized assets at an individual entity level (except with respect to Banco Bilbao Vizcaya Argentaria (Portugal), S.A.). Another source of liquidity is our generation of cash flow from our operations. Finally, we supplement our funding requirements with borrowings from the Bank of Spain and from the European Central Bank (“ECB”) or the respective central banks of the countries where our subsidiaries are located. See Note 9 to the Recast Consolidated Financial Statements for information on our borrowings from central banks.

The table below shows the types and amounts of securities included within the liquidity pool of Banco Bilbao Vizcaya Argentaria, S.A. and Banco Bilbao Vizcaya Argentaria (Portugal), S.A. and each of our significant subsidiaries as of December 31, 2012:

	BBVA Eurozone (1)		BBVA Bancomer		BBVA Compass		Others
	(In Millions of Euros)
Cash and balances with central banks		10,106		5,950		4,310		6,133
Assets for credit operations with central banks		33,086		6,918		10,215		7,708
Central governments issues		25,148		3,865		—		7,275
Of Which: Spanish government securities		21,729		—		—		—
Other issues		7,939		3,053		3,627		432
Loans		—		—		6,587		—
Other non-eligible liquid assets		3,975		460		198		765
Accumulated available balance		47,167		13,328		14,723		14,606

(1) Includes Banco Bilbao Vizcaya Argentaria, S.A. and Banco Bilbao Vizcaya Argentaria (Portugal), S.A.

73

The following table shows the balances as of December 31, 2012, 2011 and 2010 of our principal sources of funds (including accrued interest, hedge transactions and issue expenses):

	As of December 31,
	2012		2011		2010
	(In Millions of Euros)
Deposits from central banks		46,475		32,877		11,010
Deposits from credit institutions		55,675		56,601		57,170
Customer deposits		282,795		272,402		275,789
Debt certificates		86,255		81,124		85,179
Subordinated liabilities		11,815		15,303		17,420
Other financial liabilities		7,590		7,410		6,596
Total		490,605		465,717		453,164

Customer deposits

Customer deposits amounted to €282,795 million as of December 31, 2012, compared to €272,402 million as of December 31, 2011 and €275,789 million as of December 31, 2010. The increase from December 31, 2011 to December 31, 2012 was primarily caused by an increase in fixed-term deposits in the domestic sector.

Our customer deposits, excluding assets sold under repurchase agreements, amounted to €253,746 million as of December 31, 2012 compared to €228,423 million as of December 31, 2011 and €234,302 million as of December 31, 2010.

Amounts due to credit institutions

Amounts due to credit institutions, including central banks, amounted to €102,150 million as of December 31, 2012, compared to €89,478 million as of December 31, 2011 and €68,180 million as of December 31, 2010. The increase as of December 31, 2012 compared to December 31, 2011, was related to increased deposits from central banks, mainly from the ECB long-term financing.

	As of December 31,
	2012		2011		2010
Deposits from Credit Institutions		55,675		56,601		57,170
Deposits from Central Banks		46,475		32,877		11,010
Total Deposits from Credit Institutions		102,150		89,478		68,180

Capital markets

We have continued making debt issuances in the domestic and international capital markets in order to finance our activities and as of December 31, 2012 we had €86,255 million of senior debt outstanding, comprising €75,099 million in bonds and debentures and €11,156 million in promissory notes and other securities, compared to €81,124 million, €73,633 million and €7,491 million outstanding as of December 31, 2011, respectively (€85,179 million, €71,964 million and €13,215 million outstanding, respectively, as of December 31, 2010). See Note 23.3 to the Recast Consolidated Financial Statements.

In addition, we had a total of €9,259 million in subordinated debt and €1,847 million in preferred securities outstanding as of December 31, 2012, compared to €12,668 million and €1,760 million outstanding as of December 31, 2011, respectively.

The breakdown of the outstanding subordinated debt and preferred securities by entity issuer, maturity, interest rate and currency is disclosed in Appendix VI of the Recast Consolidated Financial Statements.

74

The following is a breakdown as of December 31, 2012 of the maturities of our debt certificates (including bonds) and subordinated liabilities, disregarding any valuation adjustments and accrued interest:

	Demand		Up to 1 Month		1 to 3 Months		3 to 12 Months		1 to 5 Years		Over 5 Years		Total *
	(In Millions of Euros)
Debt certificates (including bonds)		—		6,065		4,115		17,991		38,966		14,787		81,924
Subordinated liabilities		—		50		—		724		3,242		7,090		11,106
Total		—		6,115		4,115		18,715		42,208		21,876		93,029

(*) Regulatory equity instruments have been classified according to their contractual maturity

Generation of Cash Flow

We operate in Spain, Mexico, the United States and over 30 other countries, mainly in Europe, Latin America, and Asia. Our banking subsidiaries around the world, including BBVA Compass, 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, including BBVA Compass, to transfer funds to us in the form of cash dividends, loans or advances. In addition, under the laws of the various jurisdictions where our subsidiaries, including BBVA Compass, are incorporated, dividends may only be paid out of funds legally available therefor. For example, BBVA Compass is incorporated in Alabama and under Alabama law it is not able to pay any dividends without the prior approval of the Superintendent of Banking of Alabama if the dividend would exceed the total net earnings for the year combined with the bank’s retained net earnings of the preceding two years.

Even where minimum capital requirements are met and funds are legally available therefore, 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.

See Note 53 of the Recast Consolidated Financial Statements for additional information on our Consolidated Statements of Cash Flows.

C. Research and Development, Patents and Licenses, etc.

There are no changes derived from the recast described in the introductory explanatory note.

D. Trend Information

There are no changes derived from the recast described in the introductory explanatory note.

75

E. Off-Balance Sheet Arrangements

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

	As of December 31,
	2012		2011		2010
	(In Millions of Euros)
Contingent Risks
Rediscounts, endorsements and acceptances		36		35		49
Collateral, bank guarantees and indemnities		29,976		29,532		28,092
Letters of credit and others		7,007		8,062		8,300
Total Contingent Risks		37,019		37,629		36,441
Contingent Liabilities
Balances drawable by third parties:
Credit institutions		1,946		2,417		2,303
Government and other government agency		1,360		3,143		4,135
Other resident sectors		21,982		24,119		27,201
Non-resident sector		58,231		56,696		53,151
Total balances drawable by third parties		83,519		86,375		86,790
Other contingent liabilities		6,623		4,313		3,784
Total Contingent liabilities		90,142		90,688		90,574
Total Contingent Risks and Contingent Liabilities		127,161		128,317		127,015

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 December 31, 2012, 2011 and 2010:

	As of December 31,
	2012		2011		2010
	(In Millions of Euros)
Mutual funds		40,118		43,134		41,006
Pension funds		84,500		73,783		72,598
Customer portfolios		28,138		26,349		25,435
Total		152,756		143,266		139,039

See Note 38 to the Recast Consolidated Financial Statements for additional information with respect to our off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

Our consolidated contractual obligations as of December 31, 2012 based on when they are due, were as follows:

	Less Than One Year		One to Three Years		Three to Five Years		Over Five Years		Total
	(In Millions of Euros)
Senior debt		28,171		35,428		3,537		14,787		81,924
Subordinated debt		775		2,027		1,215		7,090		11,106
Deposits from customers		246,858		22,766		3,812		8,251		281,687
Capital lease obligations		—		—		—		—		—
Operating lease obligations		120		134		—		—		254
Purchase obligations		36		—		—		—		36
Post-employment benefits (1)		861		1,524		1,293		2,217		5,895
Insurance commitments		1,403		1,268		924		5,437		9,032
Total (2)		278,224		63,148		10,781		37,781		389,934

76

(1) Represents the Group’s estimated aggregate amounts for pension commitments in defined-benefit plans and other post-employment commitments (such as early retirement and welfare benefits) for the next ten years, based on certain actuarial assumptions. Post-employment benefits are detailed in Note 26.2 to the Recast Consolidated Financial Statements.

(2) Interest to be paid is not included. The majority of the senior and subordinated debt was issued at variable rates. The financial cost of such issuances for 2012, 2011 and 2010 is detailed in Note 39.2 to the Recast Consolidated Financial Statements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 8. FINANCIAL INFORMATION

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 9. THE OFFER AND LISTING

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 10. ADDITIONAL INFORMATION

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The changes derived from the recast described in the introductory explanatory note are immaterial. Please see Note 7 to the Recast Consolidated Financial Statements.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

There are no changes derived from the recast described in the introductory explanatory note.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 15. CONTROLS AND PROCEDURES

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16. [RESERVED]

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16B. CODE OF ETHICS

There are no changes derived from the recast described in the introductory explanatory note.

77

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16G. CORPORATE GOVERNANCE

There are no changes derived from the recast described in the introductory explanatory note.

ITEM 16H. MINE SAFETY DISCLOSURE

There are no changes derived from the recast described in the introductory explanatory note.

78