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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 1-10110
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
(Exact name of Registrant as specified in its charter)
BANK BILBAO VIZCAYA ARGENTARIA, S.A.
(Translation of Registrant’s name into English)
Kingdom of Spain
(Jurisdiction of incorporation or organization)
Calle Azul, 4
28050 Madrid
Spain
(Address of principal executive offices)
María Luisa Gómez Bravo
Calle Azul, 4
28050 Madrid
Spain
Telephone number +34 91 537 7000
(Name, Telephone, E-mail and /or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Name of Each Exchange on which Registered
American Depositary Shares, each representing the right to receive one ordinary share, par value €0.49 per share
Ordinary shares, par value €0.49 per share
1.125% Fixed Rate Senior Notes due 2025
5.862% Fixed Rate Senior Non-Preferred Notes due 2026
6.138% Fixed Rate Senior Non-Preferred Notes due 2028
Tier 2 Subordinated Callable Fixed-to-Fixed Rate Notes due 2034
Series 12 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
* The ordinary shares are not listed for trading, but are listed only in connection with the registration of the American Depositary Shares, pursuant to requirements of the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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|
|
|
|
|
|
|
|
| Title of Each Class |
|
Name of Each Exchange on which Registered |
| Series 6 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities |
|
Irish Stock Exchange |
| Series 9 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities |
|
Irish Stock Exchange |
The number of outstanding shares of each class of stock of the Registrant as of December 31, 2023, was:
Ordinary shares, par value €0.49 per share—5,837,940,380
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [X] No [ ]
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Emerging growth company [ ]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as Issued by the International Accounting Standards Board [X]
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 [ ] Item 18 [ ]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
TABLE OF CONTENTS
CERTAIN TERMS AND CONVENTIONS
The terms below are used as follows throughout this report:
•“BBVA”, the “Bank”, the “Company”, the “Group”, the “BBVA Group” or first person personal pronouns, such as “we”, “us”, or “our”, mean Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.
•“BBVA Mexico” means Grupo Financiero BBVA Bancomer, S.A. de C.V. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
•“BBVA USA” means BBVA USA Bancshares, Inc. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
•“Consolidated Financial Statements” means our audited consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021, prepared in compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”) and 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 4/2017 (as defined herein).
•“Garanti BBVA” means Türkiye Garanti Bankası A.Ş., and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
•“Latin America” refers to Mexico and the countries in which we operate in South America and Central America.
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 Annual 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 can be identified by the use of forward-looking terminology such as “believe”, “expect”, “estimate”, “forecast”, “project”, “anticipate”, “should”, “intend”, “probability”, “risk”, “VaR”, “target”, “goal”, “objective”, and “future” or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections, are not guarantees of future performance and are subject to inherent risks, uncertainties and other factors that could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. The accompanying information in this Annual 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”;
•“Item 4. Information on the Company”;
•“Item 5. Operating and Financial Review and Prospects”; and
•“Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
Other important factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, among others:
•the deterioration of economic conditions or the alteration of the institutional environment of the countries in which we operate, especially Spain, Mexico and Turkey, including any adverse developments, or the perception that such developments may occur, regarding credit quality, public debt sustainability, economic or fiscal policy and sovereign ratings, particularly Spain’s, among other factors;
•the intensity of geopolitical and economic risks in recent years as a result of, among other factors, the tensions triggered by the armed conflict in the Middle East, including the recent disruptions to maritime trade routes in the Red Sea, the war in Ukraine and the sanctions imposed against and by Russia, long-standing U.S.-China trade tensions, Brexit and the rise of populism in several regions of the world. Furthermore, there is the risk of a sharp growth slowdown in China, which could lead to lower GDP expansion in many geographies;
•changes or volatility in interest rates, foreign exchange rates, asset prices, equity markets, commodity prices (including oil prices), inflation or deflation and, in particular, as of the date of this Annual Report, the depreciation of the currencies of the non-euro geographical areas in which we operate, high inflation, stagflation due to more intense or prolonged supply crises, high interest rates in most of the geographical areas where we operate (which may impact default rates) and low real interest rates in Turkey (which may affect our margins);
•the increased turbulence in the banking sector since March 2023, in particular, following the liquidity and other problems experienced by certain banks in the United States and Switzerland, which have led to increased concerns over the volatility and quality of banks’ deposits and their exposure to rising interest rates, and have adversely affected the valuations of certain banks. BBVA has significant exposure to the global banking sector. In addition, certain actions by Swiss regulators in 2023 have led to increased uncertainty regarding the potential actions to be adopted by the relevant authorities in connection with a bank’s failure. Moreover, regulatory changes are expected in the EU and, particularly, in Spain, in connection with the ranking of claims upon a bank’s insolvency, providing a preference to claims of all depositors relative to ordinary unsecured claims, which may adversely affect the risk profile and cost of banks’ debt securities. Further, there could be changes to the deposit guarantee schemes in certain jurisdictions, which could lead to changes in customer behavior and how banks manage their deposits portfolio;
•adverse developments in emerging economies, in particular Latin America and Turkey, including unfavorable political and economic developments, social instability and changes in governmental policies, including expropriation, nationalization, exchange controls or other limitations on the distribution or repatriation of dividends, international ownership legislation, tax policies, interest rate caps, fee caps and other policies affecting the banking sector, including the “liraization” strategy in Turkey (which seeks to increase the weight of Turkish lira-denominated assets and liabilities of the banking system);
•in Spain, political, regulatory and economic uncertainties have increased since the July 2023 general elections and there is a risk that policies could be adopted that have an adverse impact on the economy or our business;
•downgrades in our credit ratings or in sovereign credit ratings, particularly Spain’s credit ratings;
•the monetary, interest rate and other policies of central banks, and the trade, economic and other policies of governments, in the EU, Spain, Mexico, Turkey, the United States and elsewhere, including the impact of the still-prevailing high interest rates on the Group’s results of operations (including mark-to-market losses on securities portfolios, reduced demand for credit, increased funding costs and higher default rates) and the impact of any future interest rate reductions on inflation;
•adjustments in the real estate markets in the geographical areas in which we operate, in particular in Spain, Mexico and Turkey;
•the success of our acquisitions and investments, divestitures, mergers, joint ventures and strategic alliances;
•the effects of competition in the markets in which we operate, which may be influenced by regulation or deregulation affecting us or our competitors, and our ability to implement technological advances;
•our ability to comply with various legal and regulatory regimes and the impact of applicable laws and regulations on our operations, including capital, resolution, liquidity, provision and consumer protection requirements, and the increasing tax burden;
•changes in consumer spending and savings habits, including changes in government policies which may influence spending, saving and investment decisions;
•our ability to continue to access sources of liquidity and funding, including public sources of liquidity such as the funding provided by the European Central Bank (“ECB”) under its programs, and our ability to receive dividends and other funds from our subsidiaries;
•our ability to hedge certain risks economically;
•our ability to address physical, regulatory, reputational, transition and business risks associated with climate change and emerging and developing environmental, social and governance (“ESG”) standards, including our ability to meet any ESG expectations, targets or obligations and the cost thereof;
•our ability to make payments on certain substantial unfunded amounts relating to commitments with personnel;
•the performance of our international operations and our ability to manage such operations;
•weaknesses or failures in our Group’s internal or outsourced processes, systems (including information technology systems) and security;
•weaknesses or failures of our anti-money laundering or anti-terrorism programs, or of our internal policies, procedures, systems and other mitigating measures designed to ensure compliance with applicable anti-corruption laws and sanctions regulations;
•security breaches, including cyber-attacks and identity theft;
•the outcome of legal and regulatory actions and proceedings, both those to which the Group is currently exposed and any others which may arise in the future, including actions and proceedings related to former subsidiaries of the Group or in respect of which the Group may have indemnification obligations;
•actions that are incompatible with our ethics and compliance standards, and our failure to timely detect or remedy any such actions;
•uncertainty surrounding the integrity and continued existence of reference rates and the transition away from the Euro Interbank Offered Rate (EURIBOR), Euro OverNight Index Average (EONIA) and London Inter-bank Offered Rate (LIBOR) to new reference rates;
•our success in managing the risks involved in the foregoing, which depends, among other things, on the adequacy of our internal risk models and our ability to anticipate events that are not captured or fully accounted for in the 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, strategy or expectations, including as a result of the occurrence of unanticipated events.
PRESENTATION OF FINANCIAL INFORMATION
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 4/2017 of November 27, 2017 (“Circular 4/2017”), on Public and Confidential Financial Reporting Rules and Formats, which requires Spanish credit institutions to adapt their accounting system to the principles derived from the adoption of EU-IFRS.
There are no differences between EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2017 and IFRS-IASB as of and for the years ended December 31, 2023, 2022 and 2021. The Consolidated Financial Statements included in this Annual Report have been prepared in compliance with IFRS-IASB and in accordance with EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2017.
For a description of our critical accounting policies, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies” and Note 2.2 to our Consolidated Financial Statements.
The financial information as of and for the years ended December 31, 2022 and 2021 included herein and in the Consolidated Financial Statements may differ from previously reported financial information as of such dates and for such periods in our respective annual reports on Form 20-F for certain prior years, as a result of certain of the modifications referred to in the section “—Changes in Accounting Policies” and “—Changes in Intra-Group Adjustments” herein.
Changes in Accounting Policies
IFRS 17 – Insurance contracts
IFRS 17 superseded IFRS 4 for the recognition, measurement, presentation and disclosure of insurance contracts. The initial application date of IFRS 17 was January 1, 2023 and it has been applied to the year ended December 31, 2023, with a transition date of January 1, 2022. In order to make the information as of and for the year ended December 31, 2022 comparable with the information as of and for the year ended December 31, 2023, the balance sheet as of December 31, 2022 and the income statement for the year ended December 31, 2022 were restated. Information as of and for the year ended December 31, 2021 is presented following the policies and valuation criteria established by IFRS 4, which was applicable as of December 31, 2021. For additional information on the application of IFRS 17, see Notes 2.2.8 and 2.3 and Appendix X to our Consolidated Financial Statements.
IFRS 17 has introduced substantial changes in the accounting of insurance contracts with the aim of achieving greater homogeneity and increasing comparability among entities. With the implementation of IFRS 17, the valuation of insurance contracts is based on a model that uses updated assumptions for each reporting period.
The impact on equity of the first-time application of IFRS 17 as of January 1, 2023 on the BBVA Group includes the impact in transition and financial information from January 1, 2022 to December 31, 2022 as restated under IFRS 17. A non-significant effect has been observed when comparing the results expressed under IFRS 4 with those restated under IFRS 17 in 2022, except in specific cases, the impact of which has been recorded in “Retained earnings”. For additional information, see Appendix X to our Consolidated Financial Statements.
The impact of the transition from IFRS 4 to IFRS 17 on accumulated other comprehensive income (loss) and retained earnings related mainly to long-term contracts. The impact on equity recognized at the date of entry into force of IFRS 17 (January 1, 2023) was not significant for the consolidated financial statements of the BBVA Group.
New definition of default
In 2021, the Group updated its definition of default for internal credit risk management purposes to conform to that set forth in the European Banking Authority (“EBA”) Guidelines, in compliance with article 178 of Regulation (EU) No 575/2013 (CRR). As a result thereof, the Group deemed it appropriate to update the definition of credit-impaired asset (Stage 3), considering it a change in accounting estimate, so that such definition continues to be substantially consistent with the definition of default used for internal credit risk management.
The Group estimated that the update in the definition of credit-impaired asset (Stage 3) led to an increase of €1,262 million in impaired financial assets as of December 31, 2021. The impact of this change on expected credit losses was not considered to be significant, since most of the affected transactions were previously classified within Stage 2 and, consequently, their credit risk coverage already corresponded to the expected credit losses throughout the expected lifetime of the transactions. For a discussion of certain accounting standards applicable to loss allowances on financial assets and the method for calculating expected credit loss, see Note 2.2.1 to our Consolidated Financial Statements. See also “Item 4. Information on the Company—Selected Statistical Information—ASSETS—Impaired loans” and “Item 5. Operating and Financial Review and Prospects—Operating Results”.
Hyperinflationary economies - IAS 29
Since 2009 and 2018, respectively, the Argentine and Venezuelan economies have been considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies”. In addition, since the first half of 2022, the Turkish economy has been considered to be hyperinflationary. See “—Designation of Turkey as a Hyperinflationary Economy” for information on the related impact in the Consolidated Financial Statements. In addition, all the components of the financial statements (including income statement items) of entities located in such countries (in each case, for any period in which the relevant economy was considered to be hyperinflationary) are converted at the relevant period-end exchange rate for inclusion in our Consolidated Financial Statements, and the resulting conversion differences are recorded within “Accumulated other comprehensive income (loss)” as stated in IAS 21.
The net result derived from the application of accounting for IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Argentina for the year ended December 31, 2023 amounted to a loss of €2,314 million, of which €1,574 million was a loss attributable to owners of the parent (for the years ended December 31, 2022 and 2021 this result amounted to a loss attributable to owners of the parent of €694 million and €258 million, respectively).
The net result derived from the application of accounting for IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Venezuela for the year ended December 31, 2023 amounted to a loss of €18 million, of which €10 million was a loss attributable to owners of the parent (for the years ended December 31, 2022 and 2021 this result amounted to a loss attributable to owners of the parent of €6 million and €6 million, respectively).
See Note 2.2.18 to our Consolidated Financial Statements for additional information on the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” to hyperinflationary economies.
Designation of Turkey as a Hyperinflationary Economy
Since the first half of 2022, the Turkish economy has been considered hyperinflationary, resulting in the Group having applied hyperinflation accounting in accordance with IAS 29 “Financial Reporting in Hyperinflationary Economies” in respect thereof with effect from January 1, 2022 with respect to the financial statements of the BBVA Group’s entities located in Turkey1. In addition, all the components of the financial statements of such entities (including income statement items) (in each case, for any period in which the Turkish economy was considered to be hyperinflationary) are converted at the relevant period-end exchange rate for inclusion in our consolidated financial statements, and the resulting conversion differences are recorded within “Accumulated other comprehensive income (loss)” as stated in IAS 21 “Effects of Changes in Foreign Exchange Rates”.
The net result derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey for the year ended December 31, 2023 amounted to a loss of €2,610 million, of which €2,242 million was a loss attributable to owners of the parent. This impact included the loss of the net monetary position, which amounted to a gross amount of €2,118 million and was recorded in the line “Other operating expense” in the consolidated income statement, partially offset by the positive impact of the revaluation of certain bonds linked to inflation, for a gross amount of €1,202 million (recorded under “Other operating income”), given that, under IAS 29 “Financial Reporting in Hyperinflationary Economies”, these types of bonds are considered protective assets.
The net result attributable to owners of the parent derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey for the year ended December 31, 2022 amounted to a loss of €1,793 million. This impact included the loss of the net monetary position, which amounted to a gross amount of €2,323 million and was recorded in the line “Other operating expense” in the consolidated income statement, partially offset by the positive impact of the revaluation of certain bonds linked to inflation, for a gross amount of €1,490 million (recorded under “Other operating income”), given that, under IAS 29 “Financial Reporting in Hyperinflationary Economies”, these types of bonds are considered protective assets.
1 IAS 29 does not apply to the operations outside Turkey of the Türkiye Garanti Bankası A.Ş. group of companies, and in particular to the financial statements of Garanti Bank S.A. in Romania and GarantiBank International N.V. in the Netherlands.
During 2023 the impact on equity derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey amounted to a loss of €355 million, of which €306 million have been recorded within “Equity – Accumulated other comprehensive income (loss)”, and €49 million within “Minority interests – Accumulated other comprehensive income (loss)” (see Note 30 to the Consolidated Financial Statements). In 2022 the impact on equity derived from the retrospective application of IAS 29 “Financial Reporting in Hyperinflationary Economies” since January 1, 2022 in Turkey led to an increase in equity of €130 million, mainly as a result of the revaluation of tangible assets and inflation-linked bonds.
See Note 2.2.18 to our Consolidated Financial Statements for information on the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” to hyperinflationary economies.
Changes in Intra-Group Adjustments
Following the publication of our consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020, certain immaterial balance sheet intra-group adjustments between the Corporate Center and the operating segments were reallocated to the corresponding operating segments. In order to make the segment information as of and for the year December 31, 2022 comparable with the segment information as of and for the year ended December 31, 2023, segment information as of and for the year December 31, 2022 has been revised in conformity with these intra-group adjustments. The impact of these intra-group adjustments was not material and segment information as of and for the year ended December 31, 2021 has not been revised to reflect them.
In addition, during the first half of 2022, we changed the allocation criteria for certain expenses related to global technology projects between the Corporate Center and the business areas. Further, a team from the Global Markets unit was transferred from Spain to New York, with the corresponding transfer of the costs associated with this reallocation from the Spain business area to other business areas. The impact of these intra-group adjustments was not material and segment information as of and for the year ended December 31, 2021 has not been revised to reflect the new allocation criteria.
Further, with the entry into force of IFRS 17, the balance sheet as of December 31, 2022 and the income statement for the year ended December 31, 2022 of the operating segments of the BBVA Group were restated (see “—Changes in Accounting Policies—IFRS 17 – Insurance contracts” herein).
See Note 6 to our Consolidated Financial Statements for information on our operating segments.
Voluntary Takeover Bid for the Entire Share Capital of Türkiye Garanti Bankası A.Ş.
On November 15, 2021, BBVA announced a voluntary takeover bid (“VTB”) addressed to the holders of the 2,106,300,000 shares2 of Garanti BBVA not controlled by BBVA, which represented 50.15% of Garanti BBVA’s total share capital. BBVA submitted for authorization an application for the VTB to the supervisor of the securities markets in Turkey (Capital Markets Board of Turkey, “CMB”) on November 18, 2021.
On March 31, 2022, CMB approved the relevant information memorandum and on the same day BBVA announced the start of the VTB acceptance period on April 4, 2022. On May 18, 2022, BBVA announced the finalization of the offer acceptance period, with the acquisition of 36.12% of Garanti BBVA’s share capital. The total amount paid by BBVA was approximately 22,758 million Turkish lira (equivalent to approximately €1,390 million3 including the expenses associated with the transaction and net of the collection of the dividends corresponding to the stake acquired). The transaction resulted in a capital gain of approximately €924 million (including the impacts after the application of IAS 29 “Financial Reporting in Hyperinflationary Economies”, see Note 2.2.18 to our Consolidated Financial Statements). An amount of €3,609 million was recorded under the heading “Other reserves” and there was a reclassification to “Accumulated other comprehensive income (loss)” corresponding to the 36.12% acquired from “Minority interests” to “Accumulated other comprehensive income (loss)” of the parent company amounting to a loss of €2,685 million. The total derecognition associated with the transaction of the heading “Minority interests” considering “Other items” and “Accumulated other comprehensive income (loss)” amounted to a loss of €2,541 million. The percentage of total share capital of Garanti BBVA owned by BBVA (after the completion of the VTB on May 18, 2022) was 85.97%.
2 All references to “shares” or “share” shall be deemed made to lots of 100 shares, which is the trading unit in which Garanti BBVA shares are listed at Borsa Istanbul.
3 Using the effective exchange rate of 16.14 Turkish lira per euro.
Agreement on the Collective Layoff Procedure
On June 8, 2021, BBVA reached an agreement with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain on April 13, 2021, which would affect a maximum of 2,935 employees. The agreement also included the closing of 480 offices (all closed as of June 30, 2022). Ultimately, by the time the procedure was over, 2,899 employees had accepted the agreement and effectively departed BBVA. The cost of the process amounted to a €994 million expense before taxes for the year ended December 31, 2021 (€754 million corresponding to the collective layoff and €240 million to the closing of offices, respectively) which was recognized under the headings “Provisions or reversal of provisions”, “Impairment or reversal of impairment on non-financial assets”, “Gains (losses) on derecognition of non-financial assets and subsidiaries, net” and “Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations” of the BBVA Group and under the heading “Profit / (loss) from discontinued operations, net and Other” of the Corporate Center. See Note 24 to our Consolidated Financial Statements.
Sale of BBVA USA Bancshares, Inc.
On June 1, 2021, after obtaining the relevant regulatory authorizations from the competent authorities, BBVA completed the sale of 100% of the share capital in its subsidiary BBVA USA Bancshares, Inc., which in turn owned 100% of the share capital in BBVA USA, as well as other companies of the BBVA Group in the United States with activities related to this banking business, to The PNC Financial Services Group, Inc. (the “USA Sale”).
The consideration received in cash by BBVA as a consequence of the USA Sale amounted to approximately $11,500 million (the price provided in the agreement minus the agreed closing price adjustments) equivalent to approximately €9,600 million (at an exchange rate of $1.20 per euro).
The results obtained by BBVA USA Bancshares, Inc. were consolidated in the Group’s results during the first five months of 2021, until completion of the USA Sale on June 1, 2021. The accounting for both the results generated by BBVA USA Bancshares, Inc. in the first five months of 2021 and the gain on sale at closing of the transaction resulted in a cumulative profit net of taxes of €280 million in the year ended December 31, 2021, which was recorded under the heading “Profit / (loss) from discontinued operations, net”, and in a positive impact on the BBVA Group’s Common Equity Tier 1 (fully loaded) ratio of approximately 294 basis points as of December 31, 2021. See Note 3 to our Consolidated Financial Statements.
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.
•Unless otherwise stated, any reference to loans refers to both loans and advances.
•Financial information with respect to segments or subsidiaries may not reflect consolidation adjustments.
•Certain numerical information in this Annual Report may not compute due to rounding. In addition, information regarding period-to-period changes is based on numbers which have not been rounded.
See “Item 4. Information on the Company—Selected Statistical Information” for information on how the information for BBVA USA has been treated for purposes of calculating the selected statistical information contained herein.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Director and Senior Management
Not Applicable.
B. Advisers
Not Applicable.
C. Auditors
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
A. Selected Consolidated Financial Data
[Reserved]
B. Capitalization and Indebtedness
Not Applicable.
C. Reasons for the Offer and Use of Proceeds
Not Applicable.
D. Risk Factors
MACROECONOMIC AND GEOPOLITICAL RISKS
A deterioration in economic or political conditions in the countries where the Group operates could have a material adverse effect on the Group’s business, financial condition and results of operations
The Group is sensitive to the deterioration of economic conditions or the alteration of the institutional environment of the countries in which it operates, and especially Spain, Mexico and Turkey, which respectively represented 59.0%, 22.4% and 8.8% of the Group’s assets as of December 31, 2023 (60.0%, 20.0% and 9.3% as of December 31, 2022, respectively, and 62.4% 17.8% and 8.5%, as of December 31, 2021, respectively). Additionally, the Group is exposed to sovereign debt, especially sovereign debt related to these countries. For summarized information on the macroeconomic conditions that these countries are currently facing, and which could significantly affect the Group, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Operating Environment”.
The global economy is currently facing a number of extraordinary challenges. The war in Ukraine, the largest military attack on a European state since World War II, has led to significant disruption, instability and volatility in global markets, as well as higher inflation (including by contributing to increases in the prices of oil, gas and other commodities and disrupting supply chains) and lower economic growth. The European Union, the United States and other governments have imposed significant sanctions and export controls against Russia and Russian interests and additional sanctions and controls may be imposed in the future.
Despite the moderation of oil and gas prices and financial volatility over the last year, increasing geopolitical tensions may lead to new price increases and financial instability, particularly following the armed conflict in the Middle East and the recent disruptions to maritime trade routes in the Red Sea.
In addition, there is a risk of a sharp growth slowdown in China, which could lead to lower GDP expansion in many regions. Although it may be possible to offset part of the growth slowdown through the adoption of certain fiscal, monetary and regulatory measures by authorities, there are risks related to tensions in the real estate markets, among others.
Geopolitical and economic risks also arise as a result of trade tensions between the United States and China, Brexit and the rise of populism, among others. Growing trade tensions may lead, among others, to a deglobalization of the world economy, an increase in protectionism or barriers to immigration, a general reduction of international trade in goods and services and a reduction in the integration of financial markets, any of which could materially and adversely affect the Group’s business, financial condition and results of operations.
Moreover, the world economy could be adversely affected by the recent significant changes in monetary policy in a context of relatively high and widespread inflationary pressures. To address such pressures, central banks resorted to aggressive interest rate hikes in recent years, which could cause a significant growth slowdown - and, even, a sharp economic recession - as well as new episodes of financial stress. While interest rates have started to decline in certain regions, and the United States and the Eurozone may follow suit in mid-2024, monetary policies are expected to remain tight in the near term. In addition, declines in interest rates could refuel inflation.
The Group’s results of operations have been affected by the recent increases in interest rates, contributing both to a rise in net interest income and a rise in funding costs. The continued prevalence of relatively high interest rates could adversely affect the Group by reducing the demand for credit, limiting its ability to generate credit for its clients and/or increasing the default rate of its counterparties (including borrowers). Moreover, the Group’s results of operations have been affected by the high inflation in all countries in which BBVA operates, especially Turkey and Argentina.
Further, the Group bears, among others, the following general risks with respect to the economic and political conditions of the countries in which it operates: a deterioration in economic activity, including persistent inflationary pressures, which could trigger a more severe tightening of monetary conditions and recession or stagflation scenarios; changes in exchange rates; the deterioration of the real estate market, to which the Group remains significantly exposed in Spain and, to a lesser extent, in Mexico and Turkey; depressed disposable income levels, including as a result of increases in oil and gas prices in regions that are net energy importers, such as Spain or Turkey; changes in the institutional environment of the countries in which the Group operates and changes in regulatory or government policies, including in terms of exchange controls and restrictions on the distribution of dividends or the imposition of new taxes or charges; excessive public debt or external deficit, which could lead to a downward revision of the credit ratings of the sovereign debt or a default or restructuring of said debt; and episodes of market volatility, any of which could expose the Group to significant losses.
Any of these factors may have a material adverse effect on the Group’s business, financial condition and results of operations.
Political, economic and social conditions in Spain may have an adverse effect on our business, financial condition and results of operations
The Group has historically carried out its lending activity mainly in Spain, which continues to be its primary business area. As of December 31, 2023, total risk in financial assets in Spain (calculated as set forth in Appendix IX (Additional information on risk concentration) of the Consolidated Financial Statements) amounted to €231,214 million, equivalent to 34.2% of the Group’s total risk in financial assets. The Group’s gross exposure of loans and advances to customers in Spain totaled €214,522 million as of December 31, 2023, representing 55.2% of the Group’s total amount of loans and advances to customers. Economic recovery from the unprecedented downturn in economic activity brought by the COVID-19 pandemic has deteriorated following the outbreak of the conflict in the Middle East and continuation of the war in Ukraine. Measures adopted to support the economy as a result of the COVID-19 pandemic and, more recently, rising inflation, have given rise to concerns about the sustainability of Spain’s very high public debt in the medium and long term. Moreover, structural unemployment remains high. Further, political, regulatory and economic uncertainties have increased since the July 2023 general elections and there is risk that policies could be adopted that have an adverse impact on the economy or our business.
Given the significance of the Group’s exposure to Spain, any adverse change affecting political, economic and social conditions in Spain could have a material adverse effect on the Group’s business, financial condition and results of operations.
Political, economic and social conditions in Turkey may have an adverse effect on our business, financial condition and results of operations
Turkey has, from time to time, experienced volatile political, economic and social conditions. While there have been increasing signs of normalization in economic policy in general, and monetary policy in particular, since the general elections held in May 2023, economic conditions remain relatively unstable, characterized by a depreciation of the Turkish lira, high inflation, a significant trade deficit, low central bank’s foreign reserves and high external financing costs. The earthquakes of February 2023 deepened Turkey’s economic struggles. In addition to the vast human losses, the earthquakes and government’s response thereto added to mounting inflation and budget risks. Additionally, certain ongoing geopolitical tensions, such as the war in Ukraine and the armed conflict in the Middle East, as well as continuing regional conflicts (such as in Syria and in Armenia/Azerbaijan), may pose further strain on the country’s economy. Continuing unfavorable economic conditions in Turkey may result in a potential deterioration in the purchasing power and creditworthiness of our clients (both individual and corporate). In addition, the regulatory and macroprudential policies affecting the banking sector, including measures adopted to increase the weight of Turkish lira-denominated assets and liabilities of the banking system (see “Item 4. Information on the Company―Business Overview—Supervision and Regulation—Principal Markets—Turkey”) and the relatively low official interest rates (with Turkey’s real interest rate still being negative given the high inflation) have affected and may continue to affect the Group’s business, financial condition and results of operations.
Challenges faced by the Turkish economy and policies affecting the Turkish banking sector may have a material adverse effect on the Group’s business, financial condition and results of operations.
BUSINESS RISKS
The Group’s businesses are subject to inherent risks concerning counterparties’ credit quality and the value of collateral
The total maximum credit risk exposure of the Group (calculated as set forth in Note 7.2.2 to the Consolidated Financial Statements) as of December 31, 2023 was €904,889 million (€815,533 million and €753,730 million as of December 31, 2022 and 2021, respectively). The Group has exposures to many different products and counterparties, and the credit quality of its exposures can have a significant effect on the Group’s earnings. Adverse changes in the credit quality of the Group’s counterparties (including borrowers), or any adverse changes in the value of collateral they may have provided, may reduce the value of the Group’s assets, and materially increase the Group’s write-downs and loss allowances. Credit risk can be affected by a range of factors, including an adverse economic environment, a decrease in consumption or corporate or government spending, changes in the rating of individual contractual counterparties, their debt levels and the environment in which they operate, increased unemployment, higher commodity prices (especially of energy commodities), reduced asset values, increased retail or corporate insolvency levels, changes in interest rates (as well as the timing, magnitude and pace of these changes), litigation and legal and regulatory developments.
In recent years, the Group’s non-performing loan ratio (“NPL”) (3.4%, 3.4% and 4.1% as of December 31, 2023, 2022 and 2021, respectively) has remained relatively stable. Recent (and further, if any) interest rate increases will likely lead to a deterioration of the Group’s NPL ratio and an increase in the Group’s risk-weighted assets (“RWA”). See “—The Group’s business is particularly vulnerable to interest rates and is exposed to risks associated with the continuity of certain reference rates and the transition to alternative reference rates”.
Furthermore, a deterioration of economic conditions typically results in a decrease in the price of real estate assets. The Group remains significantly exposed to the real estate market, mainly in Spain and, to a lesser extent, Mexico and Turkey, due to the fact that many of its loans are secured by real estate assets and due to the significant volume of real estate assets that it maintains on its balance sheet. A fall in the price of real estate assets in a particular region would reduce the value of any real estate securing loans granted by the Group in such region and, therefore, in the event of default, the amount of the expected losses related to such loans would increase. Further, a fall in real estate prices could have a material adverse effect on the default rates of the Group’s residential mortgage and real estate developer credit portfolios. The balance of the Group’s residential mortgage portfolio was €93,358 million at a global level as of December 31, 2023 (€92,064 million and €91,324 million as of December 31, 2022 and 2021, respectively), 71.8% of which related to Spain as of December 31, 2023. Further, the Group’s corporate credit portfolios include real estate developers and constructors. As of December 31, 2023, the Group’s exposure to the construction and real estate sectors (excluding the mortgage portfolio) in Spain was equivalent to €9,476 million, of which €2,105 million corresponded to loans for construction and development activities in Spain (representing 1.2% of the Group’s loans and advances to customers in Spain (excluding the public sector) and 0.3% of the Group’s consolidated assets as of December 31, 2023). The total real estate exposure (excluding the mortgage portfolio), including developer credit and foreclosed assets had a coverage ratio of 28% in Spain as of December 31, 2023.
The impact of an increase in default rates on the Group will depend on its magnitude, timing and pace, and could be significant. Furthermore, it is possible that the Group has incorrectly assessed the creditworthiness or willingness to pay of its counterparties, that it has underestimated the credit risks and potential losses inherent in its credit exposure and that it has made insufficient provisions for such risks in a timely manner. The processes involved in making such assessments, which have a crucial impact on the Group’s results and financial condition, require difficult, subjective and complex calculations, including forecasts of the impact that macroeconomic conditions could have on these counterparties. In particular, the Group’s estimates of losses derived from its exposure to credit risk may prove to be inadequate or insufficient in the current environment of economic uncertainty, which could affect the adequacy of the provisions for insolvencies provided by the Group. An increase in non-performing or low-quality loans could significantly and adversely affect the Group’s business, financial condition and results of operations.
The Group’s business is particularly vulnerable to interest rates and is exposed to risks associated with the continuity of certain reference rates and the transition to alternative reference rates
The Group’s results of operations are substantially dependent upon the level of its net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Changes in market interest rates often affect the Group’s interest-earning assets differently from the Group’s interest-bearing liabilities. This, in turn, may lead to a reduction in the Group’s net interest margin, which could have a material adverse effect on its results. Moreover, changes in interest rates may affect the Group’s credit risk exposure (see “—The Group’s businesses are subject to inherent risks concerning counterparties’ credit quality and the value of collateral, particularly in Spain, that strengthens its lending portfolio”).
Interest rates are highly sensitive to many factors beyond the Group’s control, including fiscal and monetary policies of governments and central banks, regulation of the financial sector, domestic and international economic and political conditions and other factors. The Group’s results of operations have been positively affected by the increases in interest rates adopted by central banks in recent years in an attempt to tame inflation, contributing both to a rise in net interest income and that exceeded a rise in funding costs. However, continued prevalence of high interest rates could adversely affect the Group by reducing the demand for credit, limiting its ability to generate credit for its clients and/or increasing the default rate of its counterparties (including borrowers). In particular, the repayment capacity of loans tied to variable interest rates is more sensitive to changes in interest rates. As of December 31, 2023, 2022 and 2021, 47.7%, 49.2% and 50.2%, respectively, of the Group’s gross exposure of loans and advances to customers with maturity greater than one year had floating-interest rates. While interest rates have started to decline in certain regions, and the United States and the Eurozone may follow suit in 2024, monetary policies are expected to remain tight in the near term. Changes in interest rate policies may be implemented at a different pace across regions and it is possible that such policies could be accelerated or reversed based on various factors, such as inflation, economic growth or financial stability concerns among other considerations.
As a result of the foregoing, the evolution of interest rates could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Group faces increasing competition and is exposed to a changing business model
The markets in which the Group operates are highly competitive and it is expected that this trend will continue in the coming years with the increasing entry of non-bank competitors (some of which have large client portfolios and strong brand recognition) and the emergence of new business models. In recent years, the financial services sector has undergone a significant transformation driven by the development of mobile technologies, data-driven innovation, and the entry of new players into activities previously controlled by financial institutions. Although the Group is making efforts to adapt to these changes through its digital transformation, its competitive position is also affected by some regulatory asymmetries that benefit non-bank operators. For example, banking groups are subject to prudential regulations that have implications for most of their businesses, including those in which they compete with non-bank operators (such as FinTechs or BigTechs) that are subject only to regulations specific to the activity they develop or that benefit from loopholes in the regulatory environment. For instance, when banking groups such as the Group carry out financial activities through the use of new technologies, they are generally subject to additional internal governance rules that place such groups at a competitive disadvantage.
Moreover, the widespread adoption of new technologies, including crypto currencies and alternative payment systems that do not use the banking system, could erode the Group’s business or require the Group to make substantial investments to modify or adapt existing products and services, including its mobile and internet banking capabilities. Likewise, the increasing use of these new technologies and mobile banking platforms could have an adverse impact on the Group’s investments in facilities, equipment and employees of the branch network. A faster pace of transformation towards mobile and online banking models could require changes in the Group’s commercial banking strategy, including the closure or sale of certain branches and the restructuring of others, and a significant reduction in employees. These changes could result in sizable expenses as the Group reconfigures and transforms its commercial network. In addition, the trend towards the consolidation in the banking industry has created larger banks with which the Group must compete. Any failure by the Group to adapt to its competitive environment or failure to implement any necessary changes to its business model efficiently or on a timely basis could have a material adverse impact on the Group’s competitive position or otherwise have a material adverse effect on the Group’s business, financial condition and results of operations.
The future success of the Group depends, in part, on its ability to use technology to provide suitable products and services for customers. While the Group has focused on developing its technological capabilities in recent years and is committed to digitization, its ability to compete successfully is likely to be adversely affected by, on the one hand, the existing uneven playing field between banks and non-bank players, and on the other hand, the increasing relevance of access to digital data and interactions for customer relationship management, which places digital platforms at an advantage. Digital platforms (such as those maintained by large technology or social media companies, and FinTechs) increasingly dominate access to data and control over digital interactions, and are already eroding the Group’s results in highly relevant markets such as payments. These platforms can leverage their advantage in access to data to compete with the Group in other markets and could reduce the Group’s operations and margins in its core businesses such as lending or wealth management. Some of the Group’s competitors have created alliances with BigTechs that may affect the Group’s ability to compete successfully and could adversely affect the Group. In the event that the Group is not successful in addressing increasing competition, its business, financial condition and results of operations could be materially and adversely affected.
The Group faces risks derived from its international geographic diversification and its significant presence in emerging countries, which exposes it to heightened political risks
The Group is made up of commercial banks, insurance companies and other financial services companies in various countries and its performance as a global business depends on its ability to manage its different businesses under various economic, social and political conditions, as well as different legal and regulatory requirements (including, among others, different supervisory regimes and different tax and legal regimes related to the repatriation of funds or the nationalization or expropriation of assets). In addition, the Group’s international operations may expose it to risks and challenges to which its local competitors may not be exposed, such as currency risk, the difficulty of managing or supervising a local entity from abroad, political risks (which could affect only foreign investors) or limitations on the distribution or repatriation of dividends, thus worsening its position compared to that of local competitors.
There can be no guarantee that the Group will be successful in developing and implementing policies and strategies in all of the countries in which it operates, some of which have experienced significant economic, political and social volatility in recent decades. In particular, the Group has a significant presence in several emerging countries, particularly in Mexico, where there is uncertainty relating to the June 2024 elections and policies that will be adopted by the new government, and Turkey (see “—Political, economic and social conditions in Turkey may have an adverse effect on our business, financial condition and results of operations”), and is therefore vulnerable to any deterioration in economic, social or political conditions in these countries. Further, the Group has significant operations in South America. In Argentina, the risk of economic and financial turbulence persists in a context of regulatory, economic and political uncertainty following the adjustments announced by the new government to correct the spiraling inflation and declines in the Argentine peso exchange rate. The significant exchange rate devaluation implemented in December 2023 and the recently-announced strong fiscal adjustment have further reinforced short-term inflationary pressures. In Colombia and Peru, climatic factors and greater social conflict could eventually have a negative impact on the economy.
Emerging markets are generally affected by the conditions of other commercially or financially related markets and by the evolution of global financial markets in general (they may be affected, for example, by the evolution of GDP and interest rates in the United States and the exchange rate of the U.S. dollar), as well as, by fluctuations in the prices of commodities. The risks associated with investing in emerging economies, in general, or in emerging markets where the Group operates, in particular, could trigger capital outflows from those economies and adversely affect such economies and therefore the Group. Moreover, emerging countries are more prone to experience significant volatility in inflation and foreign exchange rates, which may have a material impact on the Group’s results of operations, assets (including RWAs) and liabilities. In Turkey, for example, inflation was 64.8% for the year ended December 2023 (according to the Turkish Statistical Institute, TUIK) and the Turkish lira depreciated 38.9% against the euro as of December 31, 2023 compared to December 31, 2022.
The Group’s operations in emerging countries are also exposed to heightened political risks, such as changes in governmental policies, expropriation, nationalization, interest rate limits, exchange controls, capital controls, government restrictions on dividends or bank fees and adverse tax policies. For example, the repatriation of dividends from BBVA’s Venezuelan, Argentinian and Turkish subsidiaries is subject to certain restrictions and there is no assurance that further restrictions will not be imposed. Since BBVA’s ability to pay dividends depends, in part, on the receipt of dividends from its subsidiaries, such restrictions may in turn affect BBVA’s ability to pay dividends.
If the Group failed to adopt effective and timely policies and strategies in response to the risks and challenges it faces in each of the regions where it operates, particularly in emerging countries, the Group’s business, financial condition and results of operations could be materially and adversely affected.
The Group is exposed to various risks in connection with climate change
Climate change, which is resulting in an increase in the intensity and frequency of extreme weather events and environmental degradation, presents both short, medium and long-term risks to the Group and its customers and counterparties, with the risks expected to increase over time. Risks posed by climate change may be classified into transition and physical risks.
Transition risks refer to changes in, among others, regulations, technologies and market preferences linked to the transition toward a less carbon-dependent economy, including the following:
•Legal and regulatory risks. Legal and regulatory changes related to how banks are required to manage climate risk or otherwise affecting banking practices or disclosure of climate-related information may result in higher compliance, operational and credit risks and costs. Further, legal and regulatory changes may result in legal uncertainty and the existence of overlapping or conflicting regulatory or other requirements. The Group or its customers or counterparties may be unable to meet any new requirements on a timely basis or at all. Further, changes in law, including new product and service specifications, may result in the sudden devaluation of certain assets. Any of these risks may affect the Group and its customers and counterparties. In addition, in the case of banks, new regulation could include requirements related to lending, investing, capital and liquidity adequacy and operational resilience. The incorporation of climate risks in the existing prudential framework is still developing and may result in increased risk weighting of high-carbon-related assets. Moreover, there are significant risks and uncertainties inherent in the development of adequate climate change-related risk assessment and modelling capabilities and the collection of customer, third party and other data, which may result in the Group’s systems or frameworks (or those of its customers and counterparties, where applicable) being inadequate, inaccurate or susceptible to incorrect customer, third party or other data, any of which could adversely affect the Group’s disclosure and financial reporting. Further, increased regulation arising from climate change could result in increased litigation and regulatory investigations and actions.
•Technological risks. Certain of the Group’s customers and counterparties may be adversely affected by the progressive transition to a low-carbon economy and/or risks and costs associated with new low-carbon technologies. If our customers and counterparties fail to adapt to the transition to a low-carbon economy, or if the costs of doing so adversely affect their creditworthiness, this could adversely affect the Group’s relevant loan portfolios.
•Market risks. The Group and certain of the Group’s customers and counterparties may be adversely affected by changes in market preferences due to, among others, increasing climate change awareness. Further, the funding costs of businesses that are perceived to be more exposed to climate change could increase. Any of this could result in the reduced creditworthiness of such customers and counterparties, adversely affecting the Group’s relevant loan portfolios. The Group and its customers and counterparties could also be adversely affected by changes in prices resulting from shifts in demand or supply brought by climate change, including prices of energy and raw materials, or by their inability to foresee or hedge any such changes.
•Reputational risks. The perception of climate change as a risk by society, shareholders, customers, governments and other stakeholders continues to increase, including in relation to the financial sector’s activities. This may result in increased scrutiny of the Group’s activities, as well as its climate change-related policies, goals and disclosure. The Group’s reputation and ability to attract or retain customers may be harmed if its efforts to reduce environmental and social risks are deemed to be insufficient or if a perception is generated among the different stakeholders that the Group's statements, actions or disclosure do not fairly reflect the underlying sustainability profile of the Group, its products, services, goals and/or policies. The Group may elect not to undertake lending or investing activities that would otherwise have been profitable in order to avoid reputational harm. Further, divergent views on ESG policies may also have a negative impact on the Group’s reputation. Increased scrutiny of the Group’s activities, as well as its climate change-related policies, goals and disclosure may result in litigation and regulatory investigations and actions. The Group has disclosed certain aspirational climate-related goals and such goals, which are being pursued over the long-term, may prove to be considerably more costly or difficult than currently expected, or even impossible, to achieve, including as a result of changes in environmental and energy regulation and policy, the pace of technological change and innovation and the actions of governments, Group’s customers and competitors.
The physical risk arising from climate change could result from increased frequency and/or severity of adverse weather events or the impact of climate change over the long term. The activities of the Group or those of its customers or counterparties could be adversely affected by the physical risks arising from climate change. For example, extreme weather events may damage or destroy the properties and other assets of the Group or those of its customers or counterparties, result in increased costs, or otherwise disrupt their respective operations (for example, if supply chains are disrupted as a result), diminishing –in the case of the Group’s customers or counterparties - their repayment capacity and, if applicable, the value of assets pledged as collateral to the Group. The Group is also exposed to potential long-term risks arising from climate change, such as increases in credit-related costs due to deteriorating macroeconomic conditions, which may be caused in part by an increase in infectious diseases or other ailments resulting from climate change. The Group could also be adversely affected by declines in asset values as a result of climate change or climate change-related risks, reduced availability of insurance and significant interruptions to business operations, and may be required to change its business models in response to the foregoing.
Any of these factors may have a material adverse effect on the Group’s business, financial condition and results of operations.
The outbreak and spread of a pandemic and other large-scale public health events could have a material adverse effect on the Group’s business, financial condition and results of operations
Economic conditions in the countries in which the Group operates may be adversely affected by an outbreak of a contagious disease, such as COVID-19 (coronavirus), which develops into a regional or global pandemic and other large scale public health events. The measures taken by governments, regulators and businesses to respond to any such pandemic or event may lead to slower or negative economic growth, supply disruptions, inflationary pressures and significant increases in public debt, and may also adversely affect the Group’s counterparties (including borrowers), which may lead to increased loan losses. Such measures could also impact the business and operations of third parties that provide critical services to the Group.
During the outbreak of COVID-19, the Group experienced a decline in activity, including as a result of branch closures and remote working requirements, and was affected by a number of regulatory measures, such as variations in reference interest rates, the modification of prudential requirements, the temporary suspension of dividend payments, the introduction of payment deferral and public guarantee schemes, and changes in the financial assets purchase programs implemented by the ECB.
If there were an outbreak of a new pandemic or another large-scale public health event occurs in the future, the Group may experience an adverse impact, which may be material, on its business, financial condition and results of operations, including as a result of the exacerbation of any of the other risks described in this section.
The Group faces risks related to its acquisitions and divestitures
The Group has acquired and sold several companies and businesses over the past few years. For additional information on recent transactions, see “Item 4. Information on the Company—History and Development of the Company—Capital Divestitures” and “—Capital Expenditures”.
The Group may not complete any ongoing or future transactions in a timely manner, on a cost-effective basis or at all and, if completed, they may not have the expected results. In addition, if completed, the Group’s results of operations could be adversely affected by divestiture or acquisition-related charges and contingencies. The Group may be subject to litigation in connection with, or as a result of, divestitures or acquisitions, including claims from terminated employees, customers or third parties. In the case of an acquisition, the Group may be liable for potential or existing litigation and claims related to an acquired business, including because either the Group is not indemnified for such claims or the indemnification is insufficient. Further, in the case of a divestiture, the Group may be required to indemnify the buyer in respect of similar or other matters, including claims against the divested entity or business.
In the case of an acquisition, even though the Group reviews the companies it plans to acquire, it is often not possible for these reviews to be complete in all respects and there may be risks associated with unforeseen events or liabilities relating to the acquired assets or businesses that may not have been revealed or properly assessed during the due diligence processes, resulting in the Group assuming unforeseen liabilities or an acquisition not performing as expected. In addition, acquisitions are inherently risky because of the difficulties that may arise in integrating people, operations and technologies. There can be no assurance that any of the businesses the Group acquires can be successfully integrated or that they will perform well once integrated.
Acquisitions may also lead to potential write-downs that adversely affect the Group’s results of operations. Any of the foregoing may cause the Group to incur significant unexpected expenses, may divert significant resources and management attention from the Group’s other business concerns, or may otherwise have a material adverse effect on the Group’s business, financial condition and results of operations.
FINANCIAL RISKS
The Group has a continuous demand for liquidity to finance its activities and the withdrawal of deposits or other sources of liquidity could significantly affect it
Traditionally, one of the Group’s main sources of financing has been savings accounts and demand deposits. As of December 31, 2023, the balance of customer deposits represented 74.2% of the Group’s total financial liabilities at amortized cost. However, the volume of wholesale and retail deposits can fluctuate significantly, including as a result of factors beyond the Group’s control, such as general economic conditions, changes in economic policy or administrative decisions that diminish their attractiveness as savings instruments (for example, as a consequence of changes in taxation, coverage by guarantee funds for deposits or expropriations) or competition from other savings or investment instruments (including deposits from other banks). Since 2022, competition for deposits has increased in various of the regions where the Group operates as interest rates have increased. The vast majority of the Group’s deposits are demand deposits, which may be freely withdrawn by depositors at any time.
Changes in interest rates and credit spreads may significantly affect the cost of the Group’s short and long-term wholesale financing. Changes in credit spreads are driven by market factors and are also influenced by the market’s perception of the Group’s solvency. As of December 31, 2023, debt securities issued by the Group represented 12.3% of the total financial liabilities at amortized cost of the Group.
In addition, the Group has made significant use of public sources of liquidity, such as the ECB’s extraordinary measures taken in response to the financial crisis since 2008 or those taken in connection with the crisis caused by the COVID-19 pandemic. The repayment of the TLTRO III program was initiated in December 2022 (for an approximate amount of €35,000 million since then) and the outstanding balance of amounts drawn under the TLTRO III facilities totaled €3,660 million as of December 31, 2023. The conditions of this or other ECB programs could be revised or they could be cancelled at any time.
In the event of a withdrawal of deposits or other sources of liquidity, especially if it is sudden or unexpected, the Group may not be able to finance its financial obligations or meet the minimum liquidity requirements that apply to it, and may be forced to incur higher financial costs, liquidate assets and take additional measures to reduce leverage. Furthermore, the Group could be subject to the adoption of early intervention measures or, ultimately, to the adoption of a resolution measure by the Relevant Spanish Resolution Authority (see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution”). Any of the above could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Group depends on its credit ratings and sovereign credit ratings, especially Spain’s and Mexico’s credit ratings
Rating agencies periodically review the Group’s debt credit ratings. Any reduction, effective or anticipated, in any such ratings of the Group, whether below investment grade or otherwise, could limit or impair the Group’s access to capital markets and other possible sources of liquidity and increase the Group’s financing cost, and entail the breach or early termination of certain contracts or give rise to additional obligations under those contracts, such as the need to grant additional guarantees. Furthermore, if the Group were required to cancel its derivative contracts with some of its counterparties and were unable to replace them, its market risk would worsen. Likewise, a reduction in the credit rating could affect the Group’s ability to sell or market some of its products or to participate in certain transactions, and could lead to the loss of customer deposits and make third parties less willing to carry out commercial transactions with the Group (especially those that require a minimum credit rating), having a material adverse effect on the Group’s business, financial condition and results of operations.
Furthermore, the Group’s credit ratings could be affected by variations in sovereign credit ratings, particularly the rating of Spanish and Mexican sovereign debt. The Group holds a significant portfolio of debt issued by Spain, Spanish autonomous communities, Mexico and other Spanish and Mexican issuers. As of December 31, 2023, the Group’s exposure (European Banking Authority (“EBA”) criteria) to Spanish and Mexican sovereign debt was €46,978 million and €38,583 million, respectively, representing 6.1% and 5.0%, respectively, of the consolidated total assets of the Group as of such date. Any decrease in the credit rating of Spain or Mexico could adversely affect the valuation of the respective debt portfolios held by the Group and lead to a reduction in the Group’s credit ratings. Additionally, counterparties to many of the credit agreements signed with the Group could also be affected by a decrease in the credit rating of these countries, which could limit their ability to attract additional resources or otherwise affect their ability to pay their outstanding obligations to the Group. It is possible that current or future economic and geopolitical conditions or other factors could lead to ratings actions and changes to BBVA’s credit ratings, any of which could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Group’s earnings and financial condition have been, and its future earnings and financial condition may continue to be, materially affected by asset impairment
Regulatory, business, economic or political changes and other factors could lead to asset impairment. In recent years, severe market events such as the past sovereign debt crisis, rising risk premiums and falls in share market prices, have resulted in the Group recording large write-downs on its credit market exposures. Doubts regarding the asset quality of European banks has also affected their evolution in the market in recent years.
Several ongoing factors could depress the valuation of the Group’s assets or otherwise lead to the impairment of such assets (including goodwill and deferred tax assets). This includes a deteriorating macroeconomic environment, the armed conflict in the Middle East and the recent disruptions to maritime trade routes in the Red Sea, the war in Ukraine, the surge of populist trends in several countries, increased trade and geopolitical tensions and the consequences of Brexit, any of which could increase global financial volatility and lead to the reallocation of assets. In addition, there is risk of a sharp growth slowdown in China, which could lead to lower GDP expansion in many regions. Any asset impairments resulting from these or other factors could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Group has a substantial amount of commitments with personnel considered wholly unfunded due to the absence of qualifying plan assets
The Group faces liquidity risk in connection with its ability to make payments on its unfunded commitments with personnel (which are recognized under the heading “Provisions—Provisions for pensions and similar obligations” in the Group’s consolidated balance sheet), which it seeks to mitigate, with respect to post-employment benefits, by maintaining insurance contracts which were contracted with insurance companies owned by the Group. The insurance companies have recorded in their balance sheets specific assets (fixed interest deposit and bonds) assigned to the funding of these commitments. The Group’s ALCO and the insurance companies also manage derivatives (primarily swaps) to mitigate the interest rate risk in connection with the payments of these commitments. The Group seeks to mitigate liquidity risk with respect to early retirements and post-employment welfare benefits through oversight by the Assets and Liabilities Committee (“ALCO”) of the Group. The Group’s ALCO manages a specific asset portfolio to mitigate the liquidity risk resulting from the payments of these commitments. These assets are government and covered bonds which are issued at fixed interest rates with maturities matching the aforementioned commitments. Should BBVA fail to adequately manage liquidity risk and interest rate risk either as described above or otherwise, it could have a material adverse effect on the Group’s business, financial condition and results of operations.
LEGAL RISKS
The Group is party to a number of legal and regulatory actions and proceedings
The financial sector faces an environment of increasing regulatory and litigation pressure. The Group is party to government procedures and investigations, such as those carried out by the antitrust authorities which, among other things, have in the past and could in the future result in sanctions, as well as lead to claims by customers and others.
The various Group entities are also frequently party to individual or collective judicial proceedings (including class actions) resulting from their activity and operations, as well as arbitration proceedings. For example, in April 2017, the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) launched an antitrust investigation relating to alleged monopolistic practices of certain financial institutions, including BBVA’s subsidiary BBVA Mexico, in connection with transactions in Mexican government bonds. This investigation concluded with the Commission imposing fines to all financial institutions involved, with BBVA Mexico being imposed with a fine insignificant in amount, which BBVA Mexico has challenged. In March 2018, BBVA Mexico and certain other affiliates of the Group were named as defendants in a putative class action lawsuit filed in the United States District Court for the Southern District of New York, alleging that the defendant banks and their named subsidiaries engaged in collusion with respect to the purchase and sale of Mexican government bonds. In December 2019, following a decision from the judge assigned to hear the proceedings, plaintiffs withdrew their claims against BBVA Mexico’s affiliates. In November 2020, the judge granted the remaining defendants’ motion to dismiss for lack of personal jurisdiction. Plaintiffs filed a motion for reconsideration of that decision in May 2021, which the judge denied in March 2022. Final judgment dismissing plaintiffs’ claims was entered in August 2022. In September 2022 plaintiffs appealed the district court’s decisions to the United States Court of Appeals for the Second Circuit. On February 9, 2024, the United States Court of Appeals for the Second Circuit vacated the district court’s decisions and the case was remanded for further proceedings.
More generally, in recent years, regulators have increased their supervisory focus on consumer protection and corporate behavior, which has resulted in an increased number of regulatory actions.
In Spain and in other jurisdictions where the Group operates, legal and regulatory actions and proceedings against financial institutions, prompted in part by certain national and supranational rulings in favor of consumers (with regards to matters such as credit cards and mortgage loans), have increased significantly in recent years and this trend could continue in the future. Legal and regulatory actions and proceedings faced by other financial institutions in relation to these and other matters, especially if such actions or proceedings result in favorable resolutions for the consumer, could also adversely affect the Group. See “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Principal Markets” for information on certain additional legal and regulatory actions and initiatives.
All of the above may result in a significant increase in operating and compliance costs and/or a reduction in revenues, and it is possible that an adverse outcome in any proceedings (depending on the amount thereof, the penalties imposed or the resulting procedural or management costs for the Group) could materially and adversely affect the Group, including by damaging its reputation.
It is difficult to predict the outcome of legal and regulatory actions and proceedings, both those to which the Group is currently exposed and those that may arise in the future, including actions and proceedings relating to former Group subsidiaries or in respect of which the Group may have indemnification obligations. Any of such outcomes could be adverse to the Group. In addition, a decision in any matter, whether against the Group or against another credit entity facing similar claims as those faced by the Group, could give rise to other claims against the Group. In addition, these actions and proceedings draw resources away from the Group and may require significant attention on the part of the Group’s management and employees.
As of December 31, 2023, the Group had €696 million in provisions for the proceedings it is facing (which are included in the line item “Provisions for taxes and other legal contingencies” in the consolidated balance sheet) of which €539 million corresponded to legal contingencies and €158 million corresponded to tax-related contingencies. However, the uncertainty arising from these proceedings (including those for which no provisions have been made, either because it is not possible to estimate them or it is not required on the basis of the information available) makes it impossible to guarantee that the possible losses arising from such proceedings will not exceed, where applicable, the amounts that the Group currently has provisioned and, therefore, could affect the Group’s consolidated results.
As a result of the above, legal and regulatory actions and proceedings currently faced by the Group or to which it may become subject in the future or which may otherwise affect the Group, whether individually or in the aggregate, if resolved in whole or in part adversely to the Group’s interests, could have a material adverse effect on the Group’s business, financial condition and results of operations.
The Spanish judicial authorities are carrying out a criminal investigation relating to possible bribery, revelation of secrets and corruption by BBVA
Spanish judicial authorities are investigating the activities of Centro Exclusivo de Negocios y Transacciones, S.L. (“Cenyt”). Such investigation includes the provision of services by Cenyt to BBVA. On July 29, 2019, BBVA was named as an investigated party (investigado) in a criminal judicial investigation (Preliminary Proceeding No. 96/2017 – Piece No. 9, Central Investigating Court No. 6 of the National High Court) for alleged facts which could constitute bribery, revelation of secrets and corruption. Certain current and former officers and employees of the Group, as well as former directors, have also been named as investigated parties in connection with this investigation. Since the beginning of the investigation, BBVA has been proactively collaborating with the Spanish judicial authorities, including sharing with the courts information obtained in the internal investigation hired by the entity in 2019 to contribute to the clarification of the facts. As at the date of this Annual Report, no formal accusation against BBVA has been made.
By order of the Criminal Chamber of the National High Court, the pre-trial phase ended on January 29, 2024. It is not possible at this time to predict the possible outcomes or implications for the Group of this matter, including any fines, damages or harm to the Group’s reputation caused thereby.
REGULATORY, TAX, COMPLIANCE AND REPORTING RISKS
The financial services sector is one of the most regulated sectors in the world. The Group is subject to a broad regulatory and supervisory framework, which has increased significantly in the last decade. Regulatory activity in recent years has affected multiple areas, including changes in accounting standards; strict regulation of capital, liquidity and remuneration; bank charges and taxes on financial transactions; regulations affecting mortgages, banking products and consumers and users; recovery and resolution measures; stress tests; prevention of money laundering and terrorist financing; market abuse; conduct in the financial markets; anti-corruption; and requirements as to the periodic publication of information. Governments, regulatory authorities and other institutions continually make proposals to strengthen the resistance of financial institutions to future crises. Further, there is an increasing focus on the climate-related financial risk management capabilities of banks.
Furthermore, the international nature of the Group’s operations means that the Group is subject to a wide and complex range of local and international regulations in these matters, sometimes with overlapping scopes and areas regulated. This complexity, which can be exacerbated by differences and changes in the interpretation or application of these standards by local authorities, makes compliance risk management difficult and costly, requiring highly sophisticated monitoring, qualified personnel and general training of employees.
Any change in the Group’s business that is necessary to comply with any particular regulations at any given time, especially in Spain, Mexico or Turkey, could lead to a considerable loss of income, limit the Group’s ability to identify business opportunities, affect the valuation of its assets, force the Group to increase its prices and, therefore, reduce the demand for its products, impose additional costs on the Group or otherwise adversely affect its business, financial condition and results of operations.
The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations
The Group is subject to a comprehensive regulatory and supervisory framework, the complexity and scope of which has increased significantly following the 2008 financial crisis and the crisis caused by the COVID-19 pandemic. In particular, the banking sector is subject to continuous scrutiny at the political level and by the supervisory bodies, and it is foreseeable that in the future there will continue to be political intervention in regulatory and supervisory processes, as well as in the governance of the main financial entities. For these reasons, the laws, regulations and policies to which the Group is subject, as well as their interpretation and application, may change at any time. In addition, supervisors and regulators have significant discretion in carrying out their duties, which gives rise to uncertainty regarding the interpretation and implementation of the regulatory framework. Moreover, regulatory fragmentation and the implementation by some countries of more flexible or stricter rules or regulations could also negatively affect the Group’s ability to compete with financial institutions that may or may not have to comply with any such rules or regulations, as applicable.
Regulatory changes over the last decade, as well as those currently being proposed (including changes in the interpretation or application of existing regulations), have increased and may continue to substantially increase the Group’s operating expenses and adversely affect its business model. For example, the imposition of prudential capital standards has limited and is expected to continue to limit the ability of subsidiaries to distribute capital to the Group, while liquidity standards may lead the Group to hold a higher proportion of financial instruments with higher liquidity and lower performance, which can adversely affect its net interest margin. The Group’s regulatory and supervisory authorities may also require the Group to increase its loan loss allowances and record asset impairments, which could have an adverse effect on its financial condition. Any legislative or regulatory measure, any necessary change in the Group’s business operations as a consequence of such measures, as well as any failure to comply with them, could result in a significant loss of income, represent a limitation on the ability of the Group to take advantage of business opportunities and offer certain products and services, affect the value of the Group’s assets, force the Group to increase prices (which could reduce the demand for its products), impose additional compliance costs or result in other possible adverse effects for the Group.
One of the most significant regulatory changes resulting from the 2008 financial crisis, was the introduction of resolution regulations (see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution”). In the event that the Relevant Spanish Resolution Authority (as defined herein) considers that the Group is in a situation where conditions for early intervention or resolution are met, it may adopt the measures provided for in the applicable resolution regulations, including without prior notice. Such measures could include, among others, the write down and/or conversion into equity (or other securities or obligations) of the Group’s unsecured debt. Likewise, the Relevant Spanish Resolution Authority may apply Non-Viability Loss Absorption (as defined herein) in the event that it determines that the entity meets the conditions for its resolution or that it will no longer be viable unless capital instruments are written down or converted into equity or extraordinary public support is provided. Any such determination or the mere possibility that such determination could be made, could materially and adversely affect the Group’s business, financial condition and results of operations, as well as the market price and behavior of certain securities issued by the Group (or their terms, if amended following any exercise of the Spanish Bail-in Power (as defined herein)).
Increasingly onerous capital and liquidity requirements may have a material adverse effect on the Group’s business, financial condition and results of operations
The Group is subject to various minimum capital, liquidity and funding requirements, among others. For example, in its capacity as a Spanish credit institution, the Group is subject to compliance with a “Pillar 1” solvency requirement, a “Pillar 2” solvency requirement and a “combined buffer requirement”, at both the individual and consolidated levels. For additional information on such requirements, see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” and, with respect to the Group’s requirements in particular, “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital” and Note 32.1 to the Consolidated Financial Statements.
While the Group believes it meets its current requirements (as applicable to the Bank and the Group as a whole, respectively), the capital requirements, the minimum requirement for own funds and eligible liabilities (“MREL”) and the calculation of the own funds and the eligible liabilities available for MREL purposes are subject to interpretation and change and, therefore, no assurance can be given that the Group’s interpretation is the appropriate one or that the Bank and/or the Group will not be subject to more stringent requirements at any future time. Likewise, no assurance can be given that the Bank and/or the Group will be able to fulfil whatever future requirements may be imposed, even if such requirements were to be equal or lower than those currently in force, or that the Bank and/or the Group will be able to comply with any capital target that may have been announced to the market. Any such failure could be adversely perceived by investors and/or supervisors. Further, the Bank and/or the Group may report amounts different from consensus estimates, which may also affect market perceptions of the Bank and the Group.
If the Bank or the Group failed to comply with its “combined buffer requirement”, the Bank would have to calculate the Maximum Distributable Amount (“MDA”) and, until such calculation has been undertaken and reported to the Bank of Spain, the Bank would not be able to make any (i) distributions relating to CET1 capital; (ii) payments related to variable remuneration or discretionary pension benefits; and (iii) distributions linked to additional tier 1 (AT1) instruments (collectively, “discretionary payments”). Once the MDA has been calculated and reported, such discretionary payments would be limited to the calculated MDA. Likewise, should the Bank or the Group not meet the applicable combined buffer requirement, it could result in the imposition of additional requirements of “Pillar 2”. Regarding MREL, failure by BBVA to meet its respective “combined buffer requirement” for these purposes, taken together with its MREL requirements could result in the imposition of restrictions or prohibitions on discretionary payments (the MREL-MDA). Additionally, failure to comply with the capital requirements may result in the implementation of early intervention measures or, ultimately, resolution measures by the resolution authorities. For additional information on such requirements, see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution”.
Regulation (EU) 2019/876 of the European Parliament and of the Council, of May 20, 2019 (as amended, replaced or supplemented at any time, “CRR II”) establishes a binding requirement for the leverage ratio effective from June 28, 2021 of 3% of Tier 1 capital (as of December 31, 2023 the phased-in and the fully loaded leverage ratios of the Group were 6.54%). Any failure to comply with this leverage ratio buffer may also result in the need to calculate and report the MDA, and restrictions on discretionary payments. Moreover, CRR II proposes new requirements that capital instruments must meet in order to be considered AT1 or Tier 2 instruments. Once the grandfathering period in CRR II has elapsed, AT1 and/or Tier 2 instruments which do not comply with the new requirements at such date will no longer be considered as capital instruments. This could give rise to shortfalls in the Bank’s or the Group’s regulatory capital and, ultimately, could result in failure to comply with the applicable minimum regulatory capital requirements, with the aforementioned consequences.
Additionally, the implementation of the ECB expectations regarding prudential provisions for NPLs (published on May 15, 2018) and the ECB’s review of internal models being used by banks subject to its supervision for the calculation of their RWAs (“TRIM”), as well as complementary regulatory initiatives like the EBA’s roadmap to repair internal models used to calculate own funds requirements for credit risk under the Internal Ratings Based (IRB) approach, could result in the need to increase provisions for future NPLs and increases in the Group’s capital needs.
Furthermore, the implementation of the Basel III reforms (informally referred to as Basel IV) described in “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” (including changes to the calculation of the Group’s operational risk) could result in an increase of the Bank’s and the Group’s total RWAs and, therefore, could also result in a decrease of the Bank’s and the Group’s capital ratios. Likewise, the lack of uniformity in the implementation of the Basel III reforms across jurisdictions in terms of timing and applicable regulations could give rise to inequalities and competition distortions. Moreover, the lack of regulatory coordination, with some countries bringing forward the application of Basel III requirements or increasing such requirements, could adversely affect an entity with global operations such as the Group and could affect its profitability.
Additionally, should the Total Loss Absorbing Capacity (TLAC) requirements, currently only imposed upon financial institutions of global systemic importance (“G-SIBs”), be imposed on non-G-SIBs entities or should the Group once again be classified as a G-SIB, additional minimum requirements similar to MREL could in the future be imposed upon the Group.
There can be no assurance that the capital or MREL requirements will not adversely affect the Bank’s or its subsidiaries’ ability to make discretionary payments, or result in the cancellation of such payments (in whole or in part), or require the Bank or such subsidiaries to issue additional securities that qualify as eligible liabilities or regulatory capital, to liquidate assets, to curtail business or to take any other actions, any of which may have adverse effects on the Group’s business, financial condition and results of operations. Furthermore, an increase in capital or MREL requirements could adversely affect the return on equity and other of the Group’s financial results indicators. Moreover, the Bank’s or the Group’s failure to comply with their capital or MREL requirements could have a material adverse effect on the Group’s business, financial condition and results of operations.
Lastly, the Group must also comply with liquidity and funding ratios. Several elements of the liquidity coverage ratio (“LCR”) and net stable financing ratio (“NSFR”), as introduced by national banking regulators, have required implementing changes in some of the Group’s commercial practices, which have exposed the Group to additional expenses (including an increase in compliance expenses) and affected the profitability of its activities and could result in a material adverse effect on the Group’s business, financial condition and results of operations. For information on the Group’s requirements, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources”.
The Group is exposed to tax risks that may adversely affect it
The size, geographic diversity and complexity of the Group and its commercial and financial relationships with both third parties and related parties result in the need to consider, evaluate and interpret a considerable number of tax laws and regulations, as well as any relevant interpretative materials, which in turn involve the use of estimates, the interpretation of indeterminate legal concepts and the determination of appropriate valuations in order to comply with the tax obligations of the Group. In particular, the preparation of the Group’s tax returns and the process for establishing tax provisions involve the use of estimates and interpretations of tax laws and regulations, which are complex and subject to review by the tax authorities. Any error or discrepancy with tax authorities in any of the jurisdictions in which the Group operates may give rise to prolonged administrative or judicial proceedings that may have a material adverse effect on the Group’s results of operations.
In addition, governments in different jurisdictions, including Spain, have sought to identify new funding sources, and they have recently focused on the financial sector, including in response to the demands of various political forces. The Group’s presence in various jurisdictions increases its exposure to regulatory and interpretative changes, which may include (i) increases in the tax rates to which the Group is subject, such as the introduction in Spain of a minimum effective tax rate (18% of the tax base for credit institutions) since 2022 or EU Council Directive 2022/2523 of December 14, 2022, which introduces a global minimum effective rate of corporate taxation (15%) for multinational enterprise and large-scale domestic groups in the EU and that is pending to be transposed into Spanish regulation, (ii) changes in the calculation of tax bases, and exemptions therefrom, such as the introduction of a limitation in Spain since 2021 to the exemption for dividends and capital gains from domestic and foreign subsidiaries to 95%, which means that 5% of the dividends and capital gains of Group companies will be subject in Spain to, and not exempt from, corporate tax or, (iii) the creation of new taxes, like the financial transaction tax (“FTT”) in various jurisdictions or the creation of a temporary tax on extraordinary profits applicable to credit institutions operating in Spain amounting to 4.8% of net income from interest and commissions generated in Spain, which is currently intended to apply to fiscal years 2023 and 2024.
Increases in the tax burden of the Group could materially and adversely affect the Group’s business, financial condition and results of operations.
The Group is exposed to compliance risks
The Group, due to its role in the economy and the nature of its activities, is singularly exposed to certain compliance risks. In particular, the Group must comply with regulations regarding customer conduct, market conduct, the prevention of money laundering and the financing of terrorist activities, the protection of personal data, the restrictions established by national or international sanctions programs and anti-corruption laws (including the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010), the violations of which could lead to very significant penalties. These anti-corruption laws generally prohibit providing anything of value to government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of the Group’s business, the Group directly or indirectly, through third parties, deals with entities whose employees are considered to be government officials. The Group’s activities are also subject to complex customer protection and market integrity regulations.
Generally, these regulations require banking entities to, among other measures, use due diligence measures to manage compliance risk. Sometimes, banking entities must apply enhanced due diligence measures due to the very nature of their activities (among others, private banking, money transfer and foreign currency exchange operations), as they may present a higher risk of money laundering or terrorist financing.
Although the Group has adopted policies, procedures, systems and other measures to manage compliance risk, it is dependent on its employees and external suppliers for the implementation of these policies, procedures, systems and other measures, and it cannot guarantee that these are sufficient or that the employees (121,486 as of December 31, 2023) or other persons of the Group or its business partners, agents and/or other third parties with a business or professional relationship with the Group do not circumvent or violate regulations or the Group’s ethics and compliance regulations, acts for which such persons or the Group could be held ultimately responsible and/or that could damage the Group’s reputation. In particular, acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage the Group’s reputation among existing and potential clients and other stakeholders. Actual or alleged misconduct by Group entities in any number of activities or circumstances, including operations, employment-related offenses such as sexual harassment and discrimination, regulatory compliance, the use and protection of data and systems, and the satisfaction of client expectations, and actions taken by regulators or others in response to such misconduct, could lead to, among other things, sanctions, fines and reputational damage, any of which could have a material adverse effect on the Group’s business, financial condition and results of operations.
Furthermore, the Group may not be able to prevent third parties outside the Group from using the banking network in order to launder money or carry out illegal or inappropriate activities. Further, financial crimes continually evolve and emerging technologies, such as cryptocurrencies and blockchain, could limit the Group’s ability to track the movement of funds. Additionally, in adverse economic conditions, it is possible that financial crime attempts will increase significantly.
If there is a breach of the applicable regulations or the Group’s ethics and compliance regulations or if the competent authorities consider that the Group does not perform the necessary due diligence inherent to its activities, such authorities could impose limitations on the Group’s activities, the revocation of its authorizations and licenses, and economic penalties, in addition to having significant consequences for the Group’s reputation, which could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, the Group from time to time conducts investigations related to alleged violations of such regulations and the Group’s ethics and compliance regulations, and any such investigation or any related proceedings could be time consuming and costly, and its results difficult to predict.
BBVA’s financial statements are based in part on assumptions and estimates which, if inaccurate, could cause material misstatement of the results of its operations and financial condition
The preparation of financial statements in compliance with IFRS-IASB requires the use of estimates. It also requires management to exercise judgment in applying relevant accounting policies. The key areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the consolidated and individual financial statements, include the classification, measurement and impairment of financial assets, particularly where such assets do not have a readily available market price, the assumptions used to quantify certain provisions and for the actuarial calculation of post-employment benefit liabilities and commitments, the useful life and impairment losses of tangible and intangible assets, the valuation of goodwill and purchase price allocation of business combinations, the fair value of certain unlisted financial assets and liabilities, the recoverability of deferred tax assets and the exchange and inflation rates of certain countries where the Group operates. There is a risk that if the judgment exercised or the estimates or assumptions used subsequently turn out to be incorrect then this could result in significant loss to the Group beyond that anticipated or provided for, which could have a material adverse effect on the Group’s business, financial condition and results of operations.
Observable market prices are not available for many of the financial assets and liabilities that the Group holds at fair value and a variety of techniques to estimate the fair value are used. Should the valuation of such financial assets or liabilities become observable, for example as a result of sales or trading in comparable assets or liabilities by third parties, this could result in a materially different valuation to the current carrying value in the Group’s financial statements.
The further development of standards and interpretations under IFRS-IASB could also significantly affect the results of operations, financial condition and prospects of the Group.
OPERATIONAL RISKS
Attacks, failures or deficiencies in the Group’s procedures, systems and security or those of third parties to which the Group is exposed could have a material adverse effect on the Group’s business, financial condition and results of operations, and could harm its reputation
The Group’s activities depend to a large extent on its ability to process and report effectively and accurately on a high volume of highly complex transactions with numerous and diverse products and services (by their nature, generally ephemeral), in different currencies and subject to different regulatory regimes. Therefore, it relies on highly sophisticated information technology (“IT”) systems for data transmission, processing and storage. However, IT systems are vulnerable to various problems, such as hardware and software malfunctions, computer viruses, hacking, and physical damage to IT centers. BBVA’s exposure to these risks has increased significantly in recent years due to the Group’s implementation of its ambitious digital strategy. Digital services, as well as other alternatives that BBVA offers users to become BBVA customers, have become even more important after the COVID-19 outbreak and the ensuing restrictions on mobility in the countries in which the Group operates. Currently, approximately 65% of new clients choose digital channels to start their relationship with BBVA. The Group suffers cybersecurity incidents and system failures from time to time, and any such incident or failure could have a material adverse effect on the Group’s business, financial condition and results of operations, and could harm its reputation.
Any attack, failure or deficiency in the Group’s systems could, among other things, lead to the misappropriation of funds of the Group’s clients or the Group itself and the unauthorized disclosure, destruction or use of confidential information, as well as prevent the normal operation of the Group, and impair its ability to provide services and carry out its internal management. In addition, any attack, failure or deficiency could result in the loss of customers and business opportunities, damage to computers and systems, violation of regulations regarding data protection and/or other regulations, exposure to litigation, fines, sanctions or interventions, loss of confidence in the Group’s security measures, damage to its reputation, reimbursements and compensation, and additional regulatory compliance expenses and could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, it is possible that such attacks, failures or deficiencies will not be detected on time or ever. The Group is likely to be forced to spend significant additional resources to improve its security measures in the future. As cyber-attacks are becoming increasingly sophisticated and difficult to prevent, the Group may not be able to anticipate or prevent all possible vulnerabilities, nor to implement preventive measures that are effective or sufficient.
Customers and other third parties to which the Group is significantly exposed, including the Group’s service providers (such as data processing companies to which the Group has outsourced certain services), face similar risks. Any attack, failure or deficiency that may affect such third parties could, among other things, adversely affect the Group’s ability to carry out operations or provide services to its clients or result in the unauthorized disclosure, destruction or use of confidential information. Furthermore, the Group may not be aware of such attack, failure or deficiency in time, which could limit its ability to react. Moreover, as a result of the increasing consolidation, interdependence and complexity of financial institutions and technological systems, an attack, failure or deficiency that significantly degrades, eliminates or compromises the systems or data of one or more financial institutions could have a significant impact on its counterparts or other market participants, including the Group.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
BBVA’s predecessor bank, BBV (Banco Bilbao Vizcaya), was incorporated as a public limited company (a “sociedad anónima” or S.A.) under the Spanish Corporations Law on October 1, 1988. BBVA was formed following the merger of Argentaria into BBV (Banco Bilbao Vizcaya), which was approved by the shareholders of each entity on December 18, 1999 and registered on January 28, 2000. It conducts its business under the commercial name “BBVA”. BBVA is registered with the Commercial Registry of Vizcaya (Spain). It has its registered office at Plaza de San Nicolás 4, Bilbao, Spain, 48005, and operates out of Calle Azul, 4, 28050, Madrid, Spain (Telephone: +34-91-374-6201). BBVA’s agent in the U.S. for U.S. federal securities law purposes is Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (1345 Avenue of the Americas, 44th Floor, New York, New York 10105 (Telephone: +1-212-728-1660)). BBVA is incorporated for an unlimited term.
Capital Expenditures
Our principal investments are financial investments in our subsidiaries and affiliates. The main capital expenditures from 2021 to the date of this Annual Report were the following:
2023
In 2023, there were no significant capital expenditures.
2022
Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.
On November 15, 2021, BBVA announced a voluntary takeover bid (VTB) addressed to the holders of the 2,106,300,000 shares4 of Garanti BBVA not controlled by BBVA, which represented 50.15% of Garanti BBVA’s total share capital. BBVA submitted for authorization an application for the VTB to the supervisor of the securities markets in Turkey (Capital Markets Board of Turkey, CMB) on November 18, 2021.
On March 31, 2022, CMB approved the relevant information memorandum and on the same day BBVA announced the start of the VTB acceptance period on April 4, 2022. On May 18, 2022, BBVA announced the finalization of the offer acceptance period, with the acquisition of 36.12% of Garanti BBVA’s share capital. The total amount paid by BBVA was approximately 22,758 million Turkish lira (equivalent to approximately €1,390 million5 including the expenses associated with the transaction and net of the collection of the dividends corresponding to the stake acquired). The transaction resulted in a capital gain of approximately €924 million (including the impacts after the application of IAS 29 “Financial Reporting in Hyperinflationary Economies”, see Note 2.2.18 to our Consolidated Financial Statements). An amount of €3,609 million was recorded under the heading “Other reserves” and there was a reclassification to “Accumulated other comprehensive income (loss)” corresponding to the 36.12% acquired from “Minority interests” to “Accumulated other comprehensive income (loss)” of the parent company amounting to a loss of €2,685 million. The total derecognition associated with the transaction of the heading “Minority interests” considering “Other items” and “Accumulated other comprehensive income (loss)” amounted to a loss of €2,541 million. The percentage of total share capital of Garanti BBVA owned by BBVA (after the completion of the VTB on May 18, 2022) was 85.97%.
2021
In 2021, there were no significant capital expenditures.
Capital Divestitures
Our principal divestitures are divestitures in our subsidiaries and affiliates. The main divestitures from 2021 to the date of this Annual Report were the following:
2023
In 2023, there were no significant capital divestitures.
2022
In 2022, there were no significant capital divestitures.
4 All references to “shares” or “share” shall be deemed made to lots of 100 shares, which is the trading unit in which Garanti BBVA shares are listed at Borsa Istanbul.
5 Using the effective exchange rate of 16.14 Turkish lira per euro.
2021
Sale of BBVA USA Bancshares, Inc.
On June 1, 2021, we completed the USA Sale. The consideration received in cash by BBVA as a consequence of the USA Sale amounted to approximately $11,500 million (the price provided in the agreement minus the agreed closing price adjustments) equivalent to approximately €9,600 million (at an exchange rate of $1.20 per euro). See “Presentation of Financial Information―Sale of BBVA USA Bancshares, Inc.” and “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―USA Sale”.
The BBVA Group continues to develop an institutional and wholesale business in the United States through its broker-dealer BBVA Securities Inc. and the New York branch. BBVA also maintains its investment activity in the fintech sector through its participation in Propel Venture Partners US Fund I, L.P. (“Propel Venture Partners”).
Sale of the BBVA Group’s stake in Paraguay
On January 22, 2021 and after obtaining the relevant regulatory authorizations from the competent authorities, BBVA completed the sale of 100% of the share capital in its subsidiary Banco Bilbao Vizcaya Argentaria Paraguay, S.A. (“BBVA Paraguay”) to Banco GNB Paraguay S.A., an affiliate of Grupo Financiero Gilinski. The total amount received by BBVA amounted to approximately $250 million (approximately €210 million) in cash. The transaction resulted in a loss of approximately €9 million net of taxes and increased the Group’s CET1 (fully loaded) ratio by approximately 6 basis points in 2021.
Public Information
The SEC maintains an Internet site (www.sec.gov) that contains reports and other information regarding issuers that file electronically with the SEC, including BBVA. See “Item 10. Additional Information—Documents on Display”. Additional information on the Group is also available on our website at https://shareholdersandinvestors.bbva.com. The information contained on such websites does not form part of this Annual Report.
B. Business Overview
The BBVA Group is a customer-centric global financial services group founded in 1857. Internationally diversified and with strengths in the traditional banking businesses of retail banking, asset management and wholesale banking, the Group is committed to offering a compelling digital proposition focused on customer experience.
For this purpose, the Group is focused on increasingly offering products online and through mobile channels, improving the functionality of its digital offerings and refining the customer experience, contributing to the delivery of its strategy in a sustainable and inclusive way. BBVA places sustainability at the core of its strategy. Sustainability is impacting the banking business, affecting not only relations with customers but also internal processes.
In 2023, the number of digital and mobile customers and the volume of digital sales continued to increase.
Operating Segments
As of December 31, 2023, the structure of the operating segments used by the BBVA Group for management purposes remained the same as in 2022.
Set forth below are the Group’s current five operating segments:
• Spain;
• Mexico;
• Turkey;
• South America; and
• Rest of Business.
In addition to the operating segments referred to above, the Group has a Corporate Center which includes those items that have not been allocated to an operating segment. It includes the Group’s 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; certain proprietary portfolios; certain tax assets and liabilities; certain provisions related to commitments with employees; and goodwill and other intangibles, as well as the financing of such asset portfolios. It also includes the results of the Group’s stake in the venture capital fund Propel Venture Partners. Additionally, the results obtained by the Group’s businesses in the United States included within the scope of the USA Sale, through the date of its closing, have been presented in a single line under the heading “Profit / (loss) from discontinued operations, net and Other” in the income statement of the Corporate Center. Until October 15, 2021, BBVA’s 20% stake in Divarian Propiedad, S.A. was also included in this unit. On such date, BBVA completed the sale of this stake to Cerberus Capital Management, L.P.
Following the publication of our 2022 Annual Report on Form 20-F, certain immaterial balance sheet intra-group adjustments were reallocated to the corresponding operating segments. Segment information as of and for the year December 31, 2022 has been revised in conformity with these intra-group adjustments. In addition, during the first half of 2022, we changed the allocation criteria for certain expenses related to global technology projects between the Corporate Center and the business areas. Further, a team from the Global Markets unit was transferred from Spain to New York, with the corresponding transfer of the costs associated with this reallocation from the Spain business area to other business areas. The impact of these intra-group adjustments was not material and segment information as of and for the year ended December 31, 2021 has not been revised to reflect any of the above-mentioned changes. For certain relevant information concerning the preparation and presentation of the financial information included in this Annual Report, see “Presentation of Financial Information”.
The breakdown of the Group’s total assets by each of BBVA’s operating segments and the Corporate Center as of December 31, 2023, 2022 and 2021 was as follows:
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As of December 31, |
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2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Spain |
457,624 |
427,116 |
413,477 |
| Mexico |
173,489 |
142,557 |
118,106 |
| Turkey |
68,329 |
66,036 |
56,245 |
| South America |
64,779 |
61,951 |
56,124 |
| Rest of Business |
64,274 |
49,952 |
40,314 |
| Subtotal Assets by Operating Segment |
828,495 |
747,613 |
684,266 |
| Corporate Center and Adjustments (1) |
(52,936) |
(35,520) |
(21,381) |
| Total Assets BBVA Group |
775,558 |
712,092 |
662,885 |
(1)Includes balance sheet intra-group adjustments between the Corporate Center and the operating segments (see “Presentation of Financial Information—Changes in Intra-Group Adjustments” for information on such adjustments).
The following table sets forth information relating to the profit (loss) attributable to parent company for each of BBVA’s operating segments and the Corporate Center for the years ended December 31, 2023, 2022 and 2021. Such information is presented under management criteria; however, for the year ended December 31, 2023, there are no differences between the sum of the income statements of our operating segments and the Corporate Center (calculated in accordance with management criteria used to report segment financial information) and the consolidated income statement of the Group. For additional information on the profit (loss) attributable to parent company for each of BBVA’s operating segments and the Corporate Center, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Results of Operations by Operating Segment”.
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Profit / (Loss) Attributable to Parent Company |
% of Profit / (Loss) Attributable to Parent Company |
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For the year ended December 31, |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
(In Percentage) |
| Spain |
2,755 |
1,667 |
1,581 |
29 |
23 |
28 |
| Mexico |
5,340 |
4,131 |
2,568 |
55 |
57 |
46 |
| Turkey |
528 |
505 |
740 |
5 |
7 |
13 |
| South America |
613 |
738 |
491 |
6 |
10 |
9 |
| Rest of Business |
389 |
240 |
254 |
4 |
3 |
5 |
| Subtotal operating segments |
9,626 |
7,280 |
5,633 |
100 |
100 |
100 |
| Corporate Center |
(1,607) |
(922) |
(980) |
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| Profit attributable to parent company |
8,019 |
6,358 |
4,653 |
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The following table sets forth certain summarized information relating to the income of each operating segment and the Corporate Center for the years ended December 31, 2023, 2022 and 2021. Such information is presented under management criteria; however, for the year ended December 31, 2023, there are no differences between the sum of the income statements of our operating segments and the Corporate Center (calculated in accordance with management criteria used to report segment financial information) and the consolidated income statement of the Group. For additional information on the income of each of BBVA’s operating segments and the Corporate Center, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Results of Operations by Operating Segment”.
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Operating Segments |
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Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Corporate Center |
Total (1) |
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(In Millions of Euros) |
| December 2023 |
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|
| Net interest income / (expense) |
5,620 |
11,054 |
1,869 |
4,394 |
539 |
(386) |
23,089 |
| Gross income |
7,888 |
14,267 |
2,981 |
4,331 |
1,103 |
(1,029) |
29,542 |
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| Operating profit / (loss) before tax |
3,947 |
7,359 |
1,325 |
1,206 |
479 |
(1,898) |
12,419 |
| Profit / (loss) attributable to parent company |
2,755 |
5,340 |
528 |
613 |
389 |
(1,607) |
8,019 |
| December 2022 |
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|
|
| Net interest income / (expense) |
3,774 |
8,378 |
2,611 |
4,138 |
332 |
(109) |
19,124 |
| Gross income |
6,112 |
10,734 |
3,172 |
4,265 |
790 |
(329) |
24,743 |
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|
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| Operating profit / (loss) before tax |
2,610 |
5,620 |
1,636 |
1,434 |
277 |
(1,175) |
10,402 |
| Profit / (loss) attributable to parent company |
1,667 |
4,131 |
505 |
738 |
240 |
(922) |
6,358 |
| December 2021 |
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|
| Net interest income / (expense) |
3,502 |
5,836 |
2,370 |
2,859 |
281 |
(163) |
14,686 |
| Gross income |
5,925 |
7,603 |
3,422 |
3,162 |
741 |
212 |
21,066 |
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| Operating profit / (loss) before tax |
2,122 |
3,528 |
1,953 |
961 |
314 |
(638) |
8,240 |
| Profit / (loss) attributable to parent company |
1,581 |
2,568 |
740 |
491 |
254 |
(980) |
4,653 |
(1)For information on the reconciliation of the sum of the income statements of our operating segments and the Corporate Center (calculated in accordance with management criteria used to report segment financial information) and the consolidated income statement of the Group, see “Item 5. Operating and Financial Review and Prospects—Operating Results—Results of Operations by Operating Segment”.
The following tables set forth summarized information relating to the balance sheet of the operating segments and the Corporate Center and adjustments as of December 31, 2023, December 31, 2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Total Operating Segments |
Corporate Center and Adjustments (1) |
|
(In Millions of Euros) |
| Total Assets |
457,624 |
173,489 |
68,329 |
64,779 |
64,274 |
828,495 |
(52,936) |
| Cash, cash balances at central banks and other demand deposits |
44,653 |
10,089 |
9,700 |
6,585 |
4,748 |
75,776 |
(359) |
| Financial assets at fair value (2) |
146,136 |
60,379 |
3,692 |
10,508 |
15,475 |
236,189 |
(23,250) |
| Financial assets at amortized cost |
216,334 |
96,342 |
51,543 |
44,508 |
43,363 |
452,089 |
(357) |
| Loans and advances to customers |
173,169 |
88,112 |
37,416 |
41,213 |
39,322 |
379,231 |
(1,588) |
|
|
|
|
|
|
|
|
| Of which: |
|
|
|
|
|
|
|
| Residential mortgages |
67,028 |
17,119 |
1,041 |
7,409 |
766 |
93,363 |
|
| Consumer finance |
14,949 |
12,862 |
4,908 |
9,335 |
646 |
42,699 |
|
| Other households |
5,593 |
2,613 |
1,200 |
833 |
221 |
10,460 |
|
| Credit cards |
2,575 |
9,695 |
6,734 |
2,595 |
13 |
21,611 |
|
| Loans to enterprises |
66,851 |
38,689 |
22,967 |
19,015 |
37,035 |
184,556 |
|
| Loans to public sector |
12,716 |
7,712 |
489 |
1,826 |
521 |
23,264 |
|
| Total Liabilities |
442,731 |
162,271 |
61,892 |
58,485 |
60,083 |
785,462 |
(65,169) |
| Financial liabilities held for trading and designated at fair value through profit or loss |
112,738 |
28,492 |
1,878 |
3,289 |
14,831 |
161,228 |
(26,214) |
| Financial liabilities at amortized cost - Customer deposits |
216,198 |
92,564 |
50,651 |
42,567 |
13,056 |
415,037 |
(1,550) |
| Of which: |
|
|
|
|
|
|
|
| Demand and savings deposits |
187,937 |
76,156 |
23,100 |
26,080 |
5,170 |
318,443 |
|
| Time deposits |
27,030 |
14,770 |
26,221 |
16,488 |
7,885 |
92,394 |
|
| Total Equity |
14,892 |
11,218 |
6,438 |
6,294 |
4,191 |
43,033 |
12,233 |
| Assets under management |
97,253 |
53,254 |
7,768 |
5,525 |
566 |
164,366 |
|
| Mutual funds |
72,875 |
49,062 |
4,386 |
5,525 |
— |
131,848 |
|
| Pension funds |
24,378 |
— |
3,382 |
— |
566 |
28,326 |
|
| Other placements |
— |
4,192 |
— |
— |
— |
4,192 |
|
(1)Includes balance sheet intra-group adjustments between the Corporate Center and the operating segments (see “Presentation of Financial Information—Changes in Intra-Group Adjustments” for information on such adjustments).
(2)Financial assets at fair value includes: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Total Operating Segments |
Corporate Center and Adjustments (1) |
|
(In Millions of Euros) |
| Total Assets |
427,116 |
142,557 |
66,036 |
61,951 |
49,952 |
747,613 |
(35,520) |
| Cash, cash balances at central banks and other demand deposits |
49,185 |
13,228 |
6,061 |
7,695 |
4,015 |
80,184 |
(428) |
| Financial assets at fair value (2) |
126,413 |
46,575 |
5,203 |
10,739 |
5,090 |
194,020 |
(10,174) |
| Financial assets at amortized cost |
204,528 |
77,191 |
51,621 |
40,448 |
40,425 |
414,215 |
207 |
| Loans and advances to customers |
173,971 |
71,231 |
37,443 |
38,437 |
37,375 |
358,456 |
(1,105) |
|
|
|
|
|
|
|
|
| Of which: |
|
|
|
|
|
|
|
| Residential mortgages |
68,691 |
14,078 |
1,122 |
6,651 |
1,032 |
91,574 |
|
| Consumer finance |
14,026 |
9,951 |
5,746 |
7,965 |
527 |
38,214 |
|
| Other households |
5,647 |
1,936 |
1,026 |
853 |
213 |
9,674 |
|
| Credit cards |
2,528 |
7,245 |
4,825 |
2,779 |
8 |
17,384 |
|
| Loans to enterprises |
68,258 |
32,435 |
23,890 |
18,762 |
35,033 |
178,378 |
|
| Loans to public sector |
12,060 |
6,142 |
583 |
1,475 |
618 |
20,878 |
|
| Total Liabilities |
413,993 |
132,726 |
59,326 |
56,077 |
45,604 |
707,726 |
(46,150) |
| Financial liabilities held for trading and designated at fair value through profit or loss |
84,619 |
25,840 |
2,138 |
2,813 |
4,397 |
119,808 |
(13,617) |
| Financial liabilities at amortized cost - Customer deposits |
221,019 |
77,750 |
46,339 |
40,042 |
9,827 |
394,978 |
(574) |
| Of which: |
|
|
|
|
|
|
|
| Demand and savings deposits |
198,131 |
64,613 |
24,794 |
26,103 |
3,561 |
317,203 |
|
| Time deposits |
22,008 |
12,504 |
20,798 |
13,939 |
6,266 |
75,515 |
|
| Total Equity |
13,124 |
9,831 |
6,711 |
5,874 |
4,348 |
39,887 |
10,630 |
| Assets under management |
86,759 |
38,196 |
6,936 |
17,760 |
520 |
150,170 |
|
| Mutual funds |
63,786 |
35,614 |
3,731 |
5,804 |
— |
108,935 |
|
| Pension funds |
22,973 |
— |
3,205 |
11,956 |
520 |
38,653 |
|
| Other placements |
— |
2,582 |
— |
— |
— |
2,582 |
|
(1)Includes balance sheet intra-group adjustments between the Corporate Center and the operating segments (see “Presentation of Financial Information—Changes in Intra-Group Adjustments” for information on such adjustments).
(2)Financial assets at fair value includes: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Total Operating Segments |
Corporate Center and Adjustments (1) |
|
(In Millions of Euros) |
| Total Assets |
413,477 |
118,106 |
56,245 |
56,124 |
40,314 |
684,266 |
(21,381) |
| Cash, cash balances at central banks and other demand deposits |
26,386 |
12,985 |
7,764 |
8,549 |
3,970 |
59,655 |
8,145 |
| Financial assets at fair value (2) |
145,544 |
35,126 |
5,289 |
7,175 |
5,684 |
198,817 |
(7,726) |
| Financial assets at amortized cost |
199,663 |
65,311 |
41,544 |
37,747 |
30,299 |
374,564 |
(1,888) |
| Loans and advances to customers |
171,097 |
55,809 |
31,414 |
34,608 |
26,949 |
319,877 |
(939) |
| Of which: |
|
|
|
|
|
|
|
| Residential mortgages |
70,891 |
11,254 |
1,672 |
6,376 |
1,132 |
91,325 |
|
| Consumer finance |
12,823 |
7,702 |
4,935 |
7,097 |
521 |
33,078 |
|
| Loans |
5,708 |
1,841 |
407 |
832 |
253 |
9,041 |
|
| Credit cards |
2,356 |
5,493 |
2,814 |
2,268 |
7 |
12,938 |
|
| Loans to enterprises |
64,017 |
24,536 |
20,549 |
16,639 |
24,580 |
150,320 |
|
| Loans to public sector |
12,457 |
5,101 |
232 |
1,371 |
490 |
19,651 |
|
| Total Liabilities |
399,475 |
110,877 |
50,484 |
51,147 |
37,027 |
649,009 |
(34,885) |
| Financial liabilities held for trading and designated at fair value through profit or loss |
81,376 |
19,843 |
2,272 |
1,884 |
5,060 |
110,434 |
(9,616) |
| Financial liabilities at amortized cost - Customer deposits |
206,663 |
64,003 |
38,341 |
36,340 |
6,266 |
351,613 |
(1,852) |
| Of which: |
|
|
|
|
|
|
|
| Demand and savings deposits |
187,800 |
53,172 |
22,106 |
26,751 |
3,787 |
293,616 |
|
| Time deposits |
18,109 |
10,318 |
16,229 |
9,169 |
2,479 |
56,303 |
|
| Total Equity |
14,002 |
7,229 |
5,761 |
4,977 |
3,287 |
35,257 |
13,504 |
| Assets under management |
70,072 |
26,445 |
3,895 |
14,756 |
597 |
115,765 |
|
| Mutual funds |
44,574 |
24,250 |
1,722 |
4,261 |
— |
74,807 |
|
| Pension funds |
25,498 |
— |
2,173 |
10,495 |
597 |
38,763 |
|
| Other placements |
— |
2,195 |
— |
— |
— |
2,195 |
|
(1)Includes balance sheet intra-group adjustments between the Corporate Center and the operating segments (see “Presentation of Financial Information—Changes in Intra-Group Adjustments” for information on such adjustments).
(2)Financial assets at fair value includes: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”.
Spain
This operating segment includes all of BBVA’s banking and non-banking businesses in Spain, other than those included in the Corporate Center. The primary business units included in this operating segment are:
•Spanish Retail Network: including individual customers, private banking, small companies and businesses in the domestic market;
•Corporate and Business Banking: which manages small and medium sized enterprises (“SMEs”), companies and corporations, and public institutions;
•Corporate and Investment Banking: responsible for business with large corporations and multinational groups and the trading floor and distribution business in Spain; and
•Other units: which includes the insurance business unit in Spain (BBVA Seguros) as well as the Group’s Asset Management unit (which manages Spanish mutual funds and pension funds), lending to real estate developers and foreclosed real estate assets in Spain, as well as certain proprietary portfolios and certain funding and structural interest-rate positions of the euro balance sheet which are not included in the Corporate Center. During 2020, BBVA Seguros transferred to Allianz, Compañía de Seguros y Reaseguros, S.A. (“Allianz”), 50% of the share capital plus one share in BBVA Seguros Generales. Further to the purchase price paid by Allianz at such time, Allianz will need to pay to BBVA up to an additional €100 million if certain business goals and milestones are met. During the year ended December 31, 2023, BBVA received a portion of such amount corresponding to the earn-out for the last three years, which was not material for the consolidated financial statements of the BBVA Group.
Cash, cash balances at central banks and other demand deposits as of December 31, 2023 amounted to €44,653 million, a 9.2% decrease compared with the €49,185 million recorded as of December 31, 2022, mainly due to the decrease in cash held at the Bank of Spain as a result of the substantial repayment by BBVA of drawdowns under the ECB’s TLTRO III facilities, partially offset by the debt issuances completed by the Group, which increased liquidity levels.
Financial assets at fair value of this operating segment (which includes the following portfolios: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”) amounted to €146,136 million as of December 31, 2023, a 15.6% increase from the €126,413 million recorded as of December 31, 2022, mainly as a result of the increase in loans to credit institutions (through reverse repurchase agreements) recorded under “Financial assets held for trading”, partially offset by the decrease in Spanish sovereign debt securities recorded under “Financial assets at fair value through other comprehensive income”, mainly due to the maturity of a Spanish treasury bond.
Financial assets at amortized cost of this operating segment as of December 31, 2023 amounted to €216,334 million, a 5.8% increase compared with the €204,528 million recorded as of December 31, 2022. Within this heading, loans and advances to customers decreased to €173,169 million as of December 31, 2023 compared with the €173,971 million recorded as of December 31, 2022, mainly due to the decrease in demand for mortgage loans and loans to enterprises, and the increase in prepayments as a result mainly of the high interest rate environment. In addition, within this heading, debt securities of this operating segment as of December 31, 2023 amounted to €32,164 million, a 42.6% increase compared with the €22,551 million recorded as of December 31, 2022, mainly as a result of an increase in Spanish sovereign debt securities, within a high interest rate environment.
Financial liabilities held for trading and designated at fair value through profit or loss of this operating segment as of December 31, 2023 amounted to €112,738 million, a 33.2% increase compared with the €84,619 million recorded as of December 31, 2022, mainly due to an increase in deposits from credit institutions (through repurchase agreements) recorded under the “Financial liabilities held for trading” portfolio.
Customer deposits at amortized cost of this operating segment as of December 31, 2023 amounted to €216,198 million, a 2.2% decrease compared with the €221,019 million recorded as of December 31, 2022, mainly due to the decrease in demand deposits within the retail portfolio, partially offset by an increase in time deposits. The decrease in demand deposits was due in part to the shift from demand deposits, mainly from households, towards higher profitability investments (including mutual funds), in a context where remuneration on deposits continued to be low.
Off-balance sheet funds of this operating segment (which includes “Mutual funds” (including customers’ portfolios) and “Pension funds”) as of December 31, 2023 amounted to €97,253 million, a 12.1% increase compared with the €86,759 million as of December 31, 2022, mainly due to the shift from demand deposits towards higher profitability investments, which resulted in an increase in private banking and mutual funds.
This operating segment’s non-performing loan ratio (defined as non-performing loans divided by total credit risk and calculated as the sum of impaired loans and advances to customers, impaired guarantees to customers and other impaired commitments divided by the sum of loans and advances to customers, guarantees to customers and other commitments) increased to 4.1% as of December 31, 2023 from 3.9% as of December 31, 2022, mainly as a result of higher Stage 3 entries, in the retail portfolio, particularly in mortgages, as a result of the high interest rate environment, partially offset by the sale of a portfolio of non-performing loans mainly from the unsecured retail portfolios, and the positive evolution of the wholesale portfolios with negative net entries. This operating segment’s non-performing loan coverage ratio (defined as allowance for credit losses divided by non-performing loans and calculated as loss allowances on loans and advances divided by the sum of impaired loans and advances to customers, impaired guarantees to customers and other impaired commitments) was 55% as of December 31, 2023 and 61% as of December 31, 2022. The decrease was driven mainly by the sale of the portfolio of non-performing loans referred to above, which had a high level of coverage, and the aforementioned entries from the mortgage portfolio, which required lower average coverage levels due to the value of the collateral provided by borrowers.
Mexico
The Mexico operating segment includes the banking, insurance and asset management business conducted in Mexico by BBVA Mexico. It also includes BBVA Mexico’s agency in Houston.
The Mexican peso appreciated 11.4% against the euro as of December 31, 2023 compared with December 31, 2022, positively affecting the business activity of the Mexico operating segment as of December 31, 2023 expressed in euros. See “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Cash, cash balances at central banks and other demand deposits as of December 31, 2023 amounted to €10,089 million, a 23.7% decrease compared with the €13,228 million recorded as of December 31, 2022, in particular, cash balances held at Mexican Central Bank (“BANXICO”) decreased as a result of the higher high quality liquid assets (HQLA) portfolio purchases, which are assets that can be easily and immediately converted into cash at little or no loss of value (in accordance with the Liquidity Coverage Ratio (LCR) standard), partially offset by the appreciation of the Mexican peso.
Financial assets at fair value of this operating segment (which includes the following portfolios: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”) as of December 31, 2023 amounted to €60,379 million, a 29.6% increase from the €46,575 million recorded as of December 31, 2022, mainly due to the acquisition of sovereign debt securities recorded under “Financial assets held for trading” and “Financial assets at fair value through other comprehensive income”, the appreciation of the Mexican peso against the euro and, to a lesser extent, the increase in loans to credit institutions (through reverse repurchase agreements) recorded under the “Financial assets held for trading” portfolio.
Financial assets at amortized cost of this operating segment as of December 31, 2023 amounted to €96,342 million, a 24.8% increase compared with the €77,191 million recorded as of December 31, 2022. Within this heading, loans and advances to customers of this operating segment as of December 31, 2023 amounted to €88,112 million, a 23.7% increase compared with the €71,231 million recorded as of December 31, 2022, mainly attributable to the appreciation of the Mexican peso against the euro, the positive performance of the retail portfolio (in particular, consumer loans, credit cards loans and mortgage loans) and, to a lesser extent, the wholesale portfolio (in particular, loans to enterprises), due to the favorable economic evolution.
Financial liabilities held for trading and designated at fair value through profit or loss of this operating segment as of December 31, 2023 amounted to €28,492 million, a 10.3% increase compared with the €25,840 million recorded as of December 31, 2022, mainly as a result of the appreciation of the Mexican peso against the euro and the increase in the fair value of unit-linked insurance plans recorded under the “Financial liabilities designated at fair value through profit or loss” portfolio, partially offset by decreases in the value of derivatives recorded under the “Financial liabilities held for trading” portfolio.
Customer deposits at amortized cost of this operating segment as of December 31, 2023 amounted to €92,564 million, a 19.1% increase compared with the €77,750 million recorded as of December 31, 2022, primarily due to the appreciation of the Mexican peso against the euro, increases in demand deposits within the portfolios of households and non-financial corporations and, to a lesser extent, the increase in the volume of time deposits, in particular, within the non-financial corporations portfolio.
Off-balance sheet funds of this operating segment (which includes “Mutual funds” (including customers’ portfolios) and “Other placements”) as of December 31, 2023 amounted to €53,254 million, a 39.4% increase compared with the €38,196 million as of December 31, 2022, mainly as a result of the continuing search by customers for higher profitability investments, which continued to boost mutual funds, supported by an improved product offer that includes funds linked to Environmental, Social and Governance (“ESG”) factors, and the appreciation of the Mexican peso against the euro.
This operating segment’s non-performing loan ratio (as defined herein) increased to 2.6% as of December 31, 2023 from 2.5% as of December 31, 2022 mainly due to the increase in Stage 3 loans in the retail portfolio (consumer and credit card loans), in a context of growing lending activity. This operating segment’s non-performing loan coverage ratio (as defined herein) decreased to 123% as of December 31, 2023 from 129% as of December 31, 2022, supported by the annual review of the loss estimation model parameters.
Turkey
This operating segment comprises the activities carried out by Garanti BBVA as an integrated financial services group operating in the banking, insurance and asset management business in Turkey, including corporate, commercial, SME, payment systems, retail, private and investment banking, together with its subsidiaries in pension and life insurance, leasing, factoring, brokerage and asset management, as well as its international subsidiaries in Romania and the Netherlands.
On May 18, 2022, BBVA closed its voluntary takeover bid for the entire share capital of Garanti BBVA, which resulted in BBVA increasing its stake in Garanti BBVA from 49.85% to 85.97%. See “Presentation of Financial Information―Voluntary Takeover Bid for the Entire Share Capital of Türkiye Garanti Bankası A.Ş.”.
The Turkish lira depreciated 38.9% against the euro as of December 31, 2023 compared to December 31, 2022, adversely affecting the business activity of the Turkey operating segment as of December 31, 2023 expressed in euros. See “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Since the first half of 2022, the Turkish economy has been considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies”. See “Presentation of Financial Information—Designation of Turkey as a Hyperinflationary Economy” for information on the impact of hyperinflation accounting.
Cash, cash balances at central banks and other demand deposits as of December 31, 2023 amounted to €9,700 million, a 60.0% increase compared with the €6,061 million recorded as of December 31, 2022, mainly due to the increase in cash held at the Central Bank of the Republic of Turkey (“CBRT”) as a result in part of the increases in funding through customer time deposits and demand deposits in Turkish lira, in a context of contained loan growth and the increase in the required reserve ratio established by the CBRT in order to reduce excess liquidity of the Turkish lira in the market (see “—Supervision and Regulation—Principal Markets—Turkey”), partially offset by the depreciation of the Turkish lira against the euro.
Financial assets at fair value of this operating segment (which includes the following portfolios: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”) as of December 31, 2023 amounted to €3,692 million, a 29.0% decrease from the €5,203 million recorded as of December 31, 2022, mainly due to the depreciation of the Turkish lira against the euro, partially offset by increases in sovereign debt securities, as a result mainly of the increase in local currency-denominated government bonds mainly due to the increase in the securities maintenance ratio established by the CBRT (see “—Supervision and Regulation—Principal Markets—Turkey”).
Financial assets at amortized cost of this operating segment as of December 31, 2023 amounted to €51,543 million compared with the €51,621 million recorded as of December 31, 2022. Within this heading, loans and advances to customers of this operating segment as of December 31, 2023 slightly decreased to €37,416 million compared with the €37,443 million recorded as of December 31, 2022, mainly due to the depreciation of the Turkish lira against the euro, partially offset by the increase in Turkish lira-denominated credit card loans (which is the type of loan where there is greater competition) and loans to enterprises, due, in part, to the measures adopted by the Turkish authorities to encourage Turkish lira-denominated loans (see “—Supervision and Regulation—Principal Markets—Turkey”). In addition, within this heading, debt securities of this operating segment amounted to €6,706 million, a 20.5% increase from the €5,564 million recorded as of December 31, 2022, as a result of the increase in local currency-denominated government bonds mainly due to the increase in the securities maintenance ratio established by the CBRT (see “—Supervision and Regulation—Principal Markets—Turkey”).
Financial liabilities held for trading and designated at fair value through profit or loss of this operating segment as of December 31, 2023 amounted to €1,878 million, a 12.1% decrease compared with the €2,138 million recorded as of December 31, 2022, mainly due to the depreciation of the Turkish lira against the euro, partially offset by increases in the debt securities recorded under the “Financial liabilities designated at fair value through profit or loss” portfolio.
Customer deposits at amortized cost of this operating segment as of December 31, 2023 amounted to €50,651 million, a 9.3% increase compared with the €46,339 million recorded as of December 31, 2022, mainly due to the increase in time deposits in Turkish lira (transferred, in part, from time deposits in U.S. dollars) and, to a lesser extent, demand deposits in Turkish lira, as a result in part of the measures announced by the Turkish authorities to encourage and protect deposits denominated in Turkish lira and prevent further dollarization of deposits, which include increased reserve requirement and the obligation by banks to buy local currency-denominated government bonds if less than a particular percentage of their deposits are denominated in Turkish lira (see “—Supervision and Regulation—Principal Markets—Turkey”), partially offset by the depreciation of the Turkish lira against the euro.
Off-balance sheet funds of this operating segment (which includes “Mutual funds” and “Pension funds”) as of December 31, 2023 amounted to €7,768 million, a 12.0% increase compared with the €6,936 million as of December 31, 2022, mainly due to increases in mutual funds as a result of the shift towards higher profitability investments, partially offset by the depreciation of the Turkish lira against the euro.
The non-performing loan ratio (as defined herein) of this operating segment decreased to 3.8% as of December 31, 2023 from 5.1% as of December 31, 2022, mainly as a result of the increased loan activity (in particular, credit card loans and loans to enterprises in Turkish lira) and the positive dynamics and recoveries in the wholesale portfolio. As a result thereof, this operating segment’s non-performing loan coverage ratio (as defined herein) increased to 97% as of December 31, 2023 from 90% as of December 31, 2022 mainly due to the higher recoveries from Stage 3 and the change in the staging of certain loans from Stage 1 to Stage 2, due to the impact of the earthquakes in February 2023, which resulted in the recording of allowances (see Note 7.1 to our Consolidated Financial Statements).
South America
The South America operating segment includes the Group’s banking, finance, insurance and asset management business mainly in Argentina, Chile, Colombia, Peru, Uruguay and Venezuela. It also includes representative offices in Sao Paulo (Brazil) and in Santiago (Chile).
The main business units included in the South America operating segment are:
•Retail and Corporate Banking: includes banks in Argentina, Colombia, Peru, Uruguay and Venezuela.
•Insurance: includes insurance businesses in Argentina, Colombia and Venezuela.
As of December 31, 2023, the Colombian peso appreciated against the euro by 21.5% compared to December 31, 2022. On the other hand, the Argentine peso and the Peruvian sol depreciated against the euro by 78.9% and 1.1%, respectively. Overall, changes in exchange rates resulted in a negative exchange rate effect on the business activity of the South America operating segment as of December 31, 2023 expressed in euros. See “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
As of and for the years ended December 31, 2023, 2022 and 2021, the Argentine and Venezuelan economies were considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies” (see “Presentation of Financial Information—Changes in Accounting Policies—Hyperinflationary economies - IAS 29” and Note 2.2.18 to our Consolidated Financial Statements).
Cash, cash balances at central banks and other demand deposits as of December 31, 2023 amounted to €6,585 million, a 14.4% decrease compared with the €7,695 million recorded as of December 31, 2022, mainly due to the depreciation of the Argentine peso against the euro and the higher high quality liquid assets (HQLA) portfolio purchases in Peru.
Financial assets at fair value for this operating segment (which includes the following portfolios: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”) as of December 31, 2023 amounted to €10,508 million, a 2.1% decrease compared with the €10,739 million recorded as of December 31, 2022, mainly due to the depreciation of the Argentine peso against the euro, partially offset by the increase in sovereign debt securities and, to a lesser extent, in loans and advances to customers (through reverse repurchase agreements) in the “Financial assets held for trading” portfolio.
Financial assets at amortized cost of this operating segment as of December 31, 2023 amounted to €44,508 million, an 10.0% increase compared with the €40,448 million recorded as of December 31, 2022. Within this heading, loans and advances to customers of this operating segment as of December 31, 2023 amounted to €41,213 million, a 7.2% increase compared with the €38,437 million recorded as of December 31, 2022, mainly as a result of the increase in the retail portfolio (in particular, credit card loans and consumer loans in Colombia), and, to a lesser extent, in loans to enterprises in Argentina, in each case in local currency, partially offset by the depreciation of the Argentine peso against the euro and the decrease in loans to enterprises in Peru due to early repayments under loans granted under the Reactiva program.
Financial liabilities held for trading and designated at fair value through profit or loss of this operating segment as of December 31, 2023 amounted to €3,289 million, a 16.9% increase compared with the €2,813 million recorded as of December 31, 2022, mainly due to the appreciation of the Colombian peso and, to a lesser extent, the increase in deposits from central banks recorded under the “Financial assets held for trading” portfolio, as a result of the evolution of repurchase agreements.
Customer deposits at amortized cost of this operating segment as of December 31, 2023 amounted to €42,567 million, a 6.3% increase compared with the €40,042 million recorded as of December 31, 2022, mainly as a result of the increase in time deposits (in particular, in the wholesale portfolio in Colombia and in the retail portfolios in Peru and Argentina) and the increase in demand deposits in Argentina (both in the retail and wholesale portfolios), in a context of a high interest rate environment, partially offset by the depreciation of the Argentine peso.
Off-balance sheet funds of this operating segment (which includes “Mutual funds” (including customers’ portfolios in Colombia and Peru) and “Pension funds”) as of December 31, 2023 amounted to €5,525 million, a 68.9% decrease compared with the €17,760 million as of December 31, 2022, mainly due to the mandatory transfer of the private pension funds in Bolivia, including those managed by the BBVA Group, to the Bolivian social security public authority, and, to a lesser extent, the depreciation of the Argentine peso, partially offset by the increase in mutual funds in Argentina.
The non-performing loan ratio (as defined herein) of this operating segment as of December 31, 2023 increased to 4.8% from 4.1% as of December 31, 2022, mainly as a result of new Stage 3 entries in the retail portfolio in all geographies within a context of overall unfavorable macroeconomic conditions and, in particular, in Colombia and Peru, where adverse climate-driven factors and the effects of high inflation and tightening monetary policies have weakened economic activity. The increase was partially offset by the effect of increased loan activity in Colombia and Argentina, and write-offs in Peru and Colombia. This operating segment’s non-performing loan coverage ratio (as defined herein) decreased to 88% as of December 31, 2023 from 101% as of December 31, 2022, as a result mainly of the increase of impaired loans and higher write-offs.
Rest of Business
This operating segment mainly includes the wholesale activity carried out by the Group in Europe (excluding Spain), the United States and (through BBVA branches located therein) Asia.
The U.S. dollar depreciated 3.5% against the euro as of December 31, 2023 compared to December 31, 2022, adversely affecting the business activity of the Rest of Business operating segment as of December 31, 2023 expressed in euros. See “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Cash, cash balances at central banks and other demand deposits as of December 31, 2023 amounted to €4,748 million, an 18.3% increase compared with the €4,015 million recorded as of December 31, 2022, mainly due to the increase in cash balances held at central banks within this operating segment, since customer deposits have grown at a higher pace than financial assets and excess liquidity is held at central banks.
Financial assets at fair value for this operating segment (which includes the following portfolios: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at fair value through other comprehensive income”) as of December 31, 2023 amounted to €15,475 million compared with the €5,090 million recorded as of December 31, 2022, mainly due to the increase in loans and advances recorded under “Financial assets held for trading”, as a result of increased activity of BBVA Securities Inc., our broker-dealer in the United States, as macroeconomic indicators in the United States began to partially shift in early 2023.
Financial assets at amortized cost of this operating segment as of December 31, 2023 amounted to €43,363 million, a 7.3% increase compared with the €40,425 million recorded as of December 31, 2022. Within this heading, loans and advances to customers of this operating segment as of December 31, 2023 amounted to €39,322 million, a 5.2% increase compared with the €37,375 million recorded as of December 31, 2022, mainly due to increased activity in the branches located in New York and, to a lesser extent, in Europe, partially offset by the decreased wholesale loan activity in the branches located in Asia.
Financial liabilities held for trading and designated at fair value through profit or loss of this operating segment as of December 31, 2023 amounted to €14,831 million compared with the €4,397 million recorded as of December 31, 2022, mainly due to an increase in deposits recorded under “Financial liabilities held for trading”, as a result of an increase in the activity of the broker-dealer BBVA Securities Inc. as macroeconomic indicators in the United States began to partially shift in early 2023.
Customer deposits at amortized cost of this operating segment as of December 31, 2023 amounted to €13,056 million, a 32.9% increase compared with the €9,827 million recorded as of December 31, 2022, mainly as a result of the increase in demand and time deposits in the branches located in Europe and the increase in time deposits in the branches located in Asia, partially offset by the decrease in demand and time deposits in the branches located in New York.
Off-balance sheet pension funds in this operating segment as of December 31, 2023 amounted to €566 million, an 8.8% increase compared with the €520 million recorded as of December 31, 2022, mainly as a result of increases in pension funds in the branches located in Europe.
The non-performing loan ratio (as defined herein) of this operating segment as of December 31, 2023 increased to 0.7% from 0.4% as of December 31, 2022, mainly driven by new Stage 3 wholesale loan entries related mainly to the transportation and utilities sector, offset in part by increased loan activity in the branches located in New York and Europe. As a result thereof, this operating segment’s non-performing loan coverage ratio (as defined herein) decreased to 69% as of December 31, 2023 from 131% as of December 31, 2022.
Insurance Activity
The Group has insurance subsidiaries mainly in Spain, Latin America (mostly in Mexico) and Turkey. The insurance entities located in Spain and Mexico together accounted for approximately 95% of total liabilities under insurance and reinsurance contracts as of December 31, 2023. The main products offered by the insurance subsidiaries are life insurance to cover the risk of death and life-savings insurance. Within life insurance, a distinction is made between freely sold products and those offered to customers who have taken mortgage or consumer loans, which cover the principal of those loans in the event of the customer’s death.
The Group offers, in general, two types of savings products: individual insurance, which seeks to provide the customer with savings for retirement or other events, and collective insurance, which is taken out by employers to cover their commitments to their employees.
See Note 23 to our Consolidated Financial Statements for additional information on our insurance activity, including its risk management.
Monetary Policy
The integration of Spain into the European Monetary Union (“EMU”) on January 1, 1999 implied the yielding of monetary policy sovereignty to the Eurosystem. The “Eurosystem” is composed of the ECB and the national central banks of the 19 member countries that form the EMU.
The Eurosystem determines and executes the policy for the single monetary union of the 19 member countries of the EMU. The Eurosystem collaborates with the central banks of member countries to take advantage of the experience of the central banks in each of its national markets. The basic tasks carried out by the Eurosystem include:
•defining and implementing the single monetary policy of the EMU;
•conducting foreign exchange operations in accordance with the set exchange policy;
•lending to national monetary financial institutions in collateralized operations;
•holding and managing the official foreign reserves of the member states; and
•promoting the smooth operation of the payment systems.
In addition, the Treaty on the EU (“EU Treaty”) establishes a series of rules designed to safeguard the independence of the system, in its institutional as well as its administrative functions.
Supervision and Regulation
This section discusses the most significant supervision and regulatory matters applicable to us as a bank organized under the laws of Spain, our principal market, and as a result of activities we undertake in the European Union. Further below, this section also includes information regarding supervision and regulatory matters applicable to our operations in Mexico, Turkey and the United States.
The Bank’s “home” supervisor is the European Central Bank (“ECB”) at the European level and the Bank of Spain at the national level, both authorities being part of the Single Supervisory Mechanism (“SSM”). The BBVA Group is also subject to supervision by a wide variety of other local authorities given the Bank’s global presence, which are considered to be “host” supervisors given the Bank’s foreign origin. These include authorities in countries such as the United States (the Federal Reserve Bank of New York (“FRBNY”) has the primary supervisory responsibility for the Bank’s New York branch, with input from other Federal and State authorities that have supervisory responsibilities for various BBVA entities operating in the United States), Mexico, Turkey and the whole of BBVA’s footprint in South America.
Following the 2008 financial crisis, European politicians took action to stabilize the region’s banking sector, due to a period of turbulence and doubts regarding its sustainability. This action culminated in the launch of the European Banking Union (“EBU”). The EBU can be viewed as a house with different building blocks. The EBU’s foundation includes the single rulebook (the “Single Rulebook”), which was the first step to harmonize banking rules in the European Union and includes landmark pieces of legislation such as the Capital Requirements Regulation, the Capital Requirements Directive and the Bank Recovery and Resolution Directive, among others.
The first pillar of the EBU relates to supervision and includes the SSM, which unified banking supervision in the European Union. This responsibility was placed under the ECB, which follows a strict policy of separation and confidentiality in order to ensure the independence of banking supervision and monetary policy. The SSM works in very close coordination with the national competent authorities (“NCAs”). As a result, the joint supervisory teams (“JSTs”) that are responsible for the daily supervision of the most significant banks (one JST per bank) are composed of employees from the ECB and, in the case of BBVA, from the Bank of Spain. This arrangement enables supervision to be distant enough in order to avoid any potential conflicts of interest, while also benefiting from local expertise on a particular country’s intricacies. In addition, each JST member rotates every three years. Furthermore, the SSM has pushed for more internationally diverse JSTs and teams conducting on-site inspections, including assigning Heads of Mission of a different nationality than the bank’s country of origin and by having some members of the inspection team from a different EU country.
The second pillar of the EBU relates to resolution mechanisms and includes the Single Resolution Mechanism (“SRM”), for which the Single Resolution Board (“SRB”) was created. The SRB, located in Brussels, works closely with the National Resolution Authorities (“NRAs”), and, in the case of Spain, the Bank of Spain and the Fund for Orderly Banking Restructuring (“FROB”), to ensure the orderly resolution of failing banks with minimum impact on the real economy, the financial system and the public finances of the participating EU member states and other countries.
The role of the SRB is proactive. Instead of waiting for resolution cases, the SRB focuses on resolution planning and preparation with a forward-looking mindset to avoid the negative impacts of a bank failure on the economy and financial stability of the participating EU member states and other countries. Accordingly, one of the key tasks of the SRB and NRAs is to draft resolution plans for the banks under its remit. These plans are prepared jointly by the SRB and NRAs through internal resolution teams (“IRTs”). The IRTs are composed of staff from the SRB and the NRAs and are headed by coordinators appointed from the SRB’s senior staff.
Banking resolution, previously not prioritized by regulatory authorities, became crucial following the 2008 financial crisis and the need to inject substantial taxpayer funds into financial institutions. The idea that underlies banking resolution is that a “bail-in” is preferable to a “bail-out”. A “bail-out” occurs when outside investors, such as a government, rescue a bank by injecting money to help make debt payments. In the past, such as during the 2008 financial crisis, “bail-outs” helped save banks from failing, with taxpayers assuming the risks associated with a bank’s inability to make debt payments. On the other hand, a “bail-in” occurs when a bank’s creditors (in addition to its shareholders) are forced to bear some of the burden by having some or all of their debt written off. See “—Capital Requirements, MREL and Resolution” below.
In order to permit the execution of a bail-in, banks are required to hold on their balance sheet a minimum volume of liabilities that could be bailed-in without operational or legal issues in the event of resolution. This is the rationale behind the MREL.
Within the framework of the SRM, the Single Resolution Fund (“SRF”) was also developed. This is a fund composed of contributions from credit institutions and certain investment firms in the 21 participating countries within the EBU. The SRF has been built up over a period of eight years (2016-2023). The SRF may be used only under specific circumstances in banking resolution, such as to guarantee the assets or liabilities of an institution under resolution or make contributions to a bridge institution or asset management vehicle. The SRF can be used only to ensure the effective application of resolution tools but not to absorb the losses of an institution or for a recapitalization.
The first and second pillars of the EBU are highly interlinked. Prior to entering into a resolution process, a bank must be considered by the SSM as failing or likely to fail, which occurs when there is no other option to restore its viability (such as applying the bank’s recovery plan) within the available time frame.
The third and final pillar of the EBU, which is still under discussion, is the European Deposit Insurance Scheme (“EDIS”). The EDIS would enable the insurance of deposits regardless of the country of origin of the bank, thus creating a fully harmonized banking union. However, there remain political obstacles to the creation of the EDIS which have not yet been resolved. In 2019, a High Level Working Group on EDIS was created and charged with presenting a roadmap to start political negotiations. At the national level, BBVA is currently subject to the Deposit Guarantee Fund of Credit Institutions, which operates under the guidance of the Bank of Spain.
In the aftermath of the 2008 financial crisis, important reforms were adopted at the international level, namely the Basel III capital reforms (as defined below), which have been translated into relevant legislation at the European and national level. In May 2019, the European Council adopted a banking package which included new versions of some of the regulations and directives that are part of the Single Rulebook. More concretely, this package included the CRR II, the CRD V Directive, the SRM Regulation II and the BRRD II (each as defined below). This package incorporated some of the most recent internationally-agreed reforms mentioned above, including measures such as a new leverage ratio requirement for all institutions, a revised “Pillar 2” (as described below) framework, additional supervisory powers in the area of money laundering and enhanced MREL subordination rules for global systemically important institutions (“G-SIIs”) and other top-tier banks.
As a result of the foregoing, banks in the EBU face increasingly intense supervisory scrutiny. However, the reforms discussed above have resulted in structurally important advances as asset quality, capital and liquidity levels in the European banking sector have greatly improved since they were adopted. Another important component of this progress has been the Supervisory Review and Examination Process (“SREP”). The SREP is an annual exercise that determines a bank’s capital requirements, on a “Pillar 2” basis, as well as the qualitative requirements that the bank must address in the following year. This exercise takes four different elements of a bank into account: (a) business model and profitability, (b) capital, (c) liquidity and (d) governance and risk management.
In addition, any work done during the year related to on-site inspections, deep dives, thematic reviews, internal model investigations and other ad hoc requests (e.g., targeted review) feeds into the SREP. The SREP culminates with a supervisory dialogue at the end of the year, where a preliminary review of the bank is presented. In addition, prior to the beginning of each year, the SSM presents a Supervisory Examination Program (“SEP”) which details the inspections, high-level meetings and potential visits to group subsidiaries that are forecasted to occur throughout the year. The process for creating a SEP for each entity begins with defining the SSM’s risk dashboard and the classification of risks according to their probability of occurring and probable magnitude of impact, which then translates into the SSM’s priorities for the following years.
Another important tool that the SSM possesses to supervise large European banking groups is the Supervisory Colleges. For those banks for which the SSM acts as the consolidated “home” supervisor, the SSM together with the relevant NCA organizes an event where all of the banking group’s “host” supervisors are gathered at a roundtable and where they discuss the current state of affairs of the bank in the different relevant jurisdictions. The SRB follows a similar approach, organizing Resolution Colleges with the banking group’s “host” resolution authorities.
The SSM also performs comprehensive assessments, together with the NCAs, over the banks it directly supervises. These are performed either regularly (at periodic intervals) or on an ad hoc basis (e.g., when an EU member state requests to be part of the EBU). These comprehensive assessments include two parts: (a) asset quality reviews of the banks’ exposures and (b) stress testing of the banks’ balance sheets under different scenarios. Furthermore, the EBA also organizes and performs an EU-wide stress test in coordination with the ECB. This test, which occurs every two years, does not confer a pass or fail result but instead contributes to determining “Pillar 2” guidance. While “Pillar 2” guidance is a non-binding capital requirement, the EBA nonetheless expects compliance with it. In those years in which there is no EBA stress test, the SSM organizes a more specific stress test concerning a particular topic, such as the impact of interest rate risk on the banking book or liquidity or cyber resilience.
In 2022, the ECB carried out the first stress test on climate-related risks (“CST”). The output of the stress test exercise was integrated into the SREP using a qualitative approach. No direct capital impact via the Pillar 2 Guidance (“P2G”) has been envisaged. ECB has considered this stress test to be a learning exercise for banks and supervisors alike. The aims were to identify vulnerabilities, industry best practices and the challenges faced by banks. The exercise also helped enhance data availability and quality, and has allowed supervisors to better understand the stress-testing frameworks banks use to gauge climate risk. Additionally, the ECB conducted an assessment (thematic review) of the level of implementation of the ECB Guidelines on Climate Change Risk which aim to drive supervised institutions into considering climate-related and environmental risks within their business strategies, governance and risk management frameworks and push entities into becoming more transparent in their climate-related and environmental disclosures.
In 2023, the EBA conducted an EU-wide stress test in cooperation with the ECB and the European Systemic Risk Board (“ESRB”). The aim of the EU-wide stress test is to assess EU banks’ resilience to a common set of adverse economic developments in order to identify potential risks, inform supervisory decisions and increase market discipline. The sample for the 2023 EU-wide stress test was enlarged compared to previous exercises. The EU-wide stress test was conducted on a sample of 70 EU banks, including 57 from countries which are members of the SSM, covering roughly 75% of total banking sector assets in the EU and Norway. Compared to the previous EU-wide stress tests, the 2023 exercise covered an additional 20 banks. The banks participating in the 2023 exercise included the Group.
The macro-prudential aspect of supervision is also increasingly gaining relevance, including through specific thematic reviews undertaken by the SSM on certain portfolios (e.g., real estate or shipping) and the creation of new authorities and review boards. At the European level, these include the ESRB, which is responsible for monitoring macro-risks at the European level. The ESRB also develops the adverse scenarios to be used in the EU-wide stress test. In addition, in 2019 the Spanish Government created the Macro-prudential Authority Financial Stability Council, which is chaired by the Minister of Economy and Business and vice-chaired by the Governor of the Bank of Spain, and includes the Deputy Governor of the Bank of Spain, who is responsible for banking supervision, among its members.
The foregoing illustrates how much the regulatory and supervisory landscape has changed in the decade following the 2008 financial crisis, due in large part to the Basel Committee on Banking Supervision (the “Basel Committee”), an international, standard-setting forum, which established important reforms at a global level. Some of these reforms have been adopted in regulations at the European level.
The following is a discussion of certain of these and other regulations that are applicable to BBVA and certain related requirements.
Liquidity Requirements – Minimum Reserve Ratio
The legal framework for the minimum reserve ratio is set out in Regulation (EU) No. 2021/378 of the ECB of January 2021 on the application of minimum reserves requirements (ECB/2021/1).
According to the Delegated Regulation (EU) 2015/61 issued by the European Commission (EC) of October 10, 2014, the liquidity coverage ratio came into force in Europe on October 1, 2015, with an initial 60% minimum requirement, which was progressively increased (phased-in) up to 100% in 2018.
Capital Requirements, MREL and Resolution
In December 2010, the Basel Committee proposed a number of fundamental reforms to the regulatory capital framework for internationally active banks (the “Basel III capital reforms”). The Basel III capital reforms raised the quantity and quality of capital required to be held by a financial institution with an emphasis on CET1 capital.
As a Spanish credit institution, the Bank is subject to Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC, and repealing Directives 2006/48/EC and 2006/49/EC (as amended, replaced or supplemented from time to time, the “CRD IV Directive”), through which the EU began implementing the Basel III capital reforms. The core regulation regarding the solvency of credit institutions is Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No. 648/2012 (as amended, replaced or supplemented from time to time, the “CRR I” and, together with the CRD IV Directive and any measures implementing the CRD IV Directive or CRR I which may from time to time be applicable in Spain, “CRD IV”), which is complemented by several binding regulatory technical standards, all of which are directly applicable in all EU Member States, without the need for national implementation measures. The implementation of the CRD IV Directive into Spanish law took place through Royal Decree-Law 14/2013, of November 29, Law 10/2014, of June 26, on the organization, supervision and solvency of credit institutions (“Law 10/2014”), Royal Decree 84/2015, of February 13 (“Royal Decree 84/2015”), Bank of Spain Circular 2/2014 of January 31, and Bank of Spain Circular 2/2016, of February 2 (the “Bank of Spain Circular 2/2016”).
On June 7, 2019, the following amendments to CRD IV and Directive 2014/59/EU of the European Parliament and of the Council of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD I”) and Regulation (EU) No. 806/2014 of the European Parliament and of the Council of July 15, 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the “SRM Regulation I”) were published:
•Directive 2019/878/EU of the European Parliament and of the Council of May 20, 2019 (as amended, replaced or supplemented from time to time, the “CRD V Directive”) amending the CRD IV Directive (the CRD IV Directive as so amended by the CRD V Directive and as amended, replaced or supplemented from time to time, the “CRD Directive”);
•Directive 2019/879/EU of the European Parliament and of the Council of May 20, 2019 (as amended, replaced or supplemented from time to time, “BRRD II”) amending, among other things, BRRD I as regards the loss-absorbing and recapitalization capacity of credit institutions and investment firms (BRRD I as so amended by BRRD II and as amended, replaced or supplemented from time to time, the “BRRD”);
•Regulation (EU) No. 876/2019 of the European Parliament and of the Council of May 20, 2019 (as amended, replaced or supplemented from time to time, “CRR II” and, together with the CRD V Directive, “CRD V”) amending CRR I as regards the leverage ratio, the net stable funding ratio, requirements on own funds and eligible liabilities, counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment undertakings, large exposures, reporting and disclosure requirements, and Regulation (EU) 648/2012 (CRR I as so amended by CRR II and as amended, superseded or supplemented from time to time, the “CRR”); and
•Regulation (EU) No. 877/2019 of the European Parliament and of the Council of May 20, 2019 (as amended, replaced or supplemented from time to time, the “SRM Regulation II”) amending the SRM Regulation I as regards the loss-absorbing and recapitalization capacity of credit institutions and investment firms (SRM Regulation I as so amended by SRM Regulation II and as amended, replaced or supplemented from time to time, the “SRM Regulation”) (CRD V, together with BRRD II and the SRM Regulation II, the “EU Banking Reforms”).
CRD IV, among other things, established a “Pillar 1” minimum capital requirement and increased the level of capital required through the “combined capital buffer requirement” that institutions must comply with from 2016 onwards. The “combined capital buffer requirement” introduced five new capital buffers: (i) the capital conservation buffer, (ii) the Global Systemically Important Banks (“G-SIB”) buffer, (iii) the institution-specific counter-cyclical capital buffer, (iv) the Domestic Systemically Important Banks (“D-SIB”) buffer and (v) the systemic risk buffer (a buffer to prevent systemic or macroprudential risks). The “combined capital buffer requirement” applies in addition to the minimum “Pillar 1” capital requirements and must be satisfied with additional CET1 capital to that provided to meet the “Pillar 1” minimum capital requirement.
The G-SIB buffer is applicable to the institutions included in the list of G-SIBs, which is updated annually by the FSB. The Bank was excluded from this list with effect as from January 1, 2017, so, unless otherwise indicated by the FSB (or the Bank of Spain) in the future, the Bank is not required to maintain the G-SIB buffer.
As of the date of this Annual Report, the Bank of Spain considers the Bank to be a D-SIB at a consolidated level. The Bank was required to maintain a fully-loaded D-SIB buffer of a CET1 ratio of 0.75% on a consolidated basis in 2023 and, in accordance with the most recent resolution on D-SIB buffer from the Bank of Spain, the Bank is required to maintain a fully-loaded D-SIB buffer of a CET1 ratio of 1% on a consolidated basis as of January 1, 2024 onwards. This increase was due to the adaptation of the Bank of Spain’s methodology for the determination of the D-SIB capital buffer in line with the revision of the methodological framework established by the European Central Bank.
The countercyclical capital buffer applicable to the Group’s credit exposures in Spain is reviewed quarterly by the Bank of Spain. As of the date of this Annual Report, the countercyclical capital buffer applicable to the Group stands at 0.08%.
Additionally, Article 104 of the CRD Directive, as implemented by Article 68 of Law 10/2014, and similarly Article 16 of Council Regulation (EU) No. 1024/2013 of October 15, conferring specific tasks on the ECB concerning policies relating to the prudential supervision of credit institutions (the “SSM Regulation”), also contemplates the possibility that the supervisory authorities may require credit institutions to meet capital requirements exceeding the “Pillar 1” minimum capital requirements and the “combined capital buffer requirement” by establishing “Pillar 2” capital requirements (which, with respect to other requirements, are above the “Pillar 1” requirements and below the “combined capital buffer requirement”).
Furthermore, the ECB is required, under Regulation (EU) No. 468/2014 of the ECB of April 16, 2014 establishing the framework for cooperation within the Single Supervisory Mechanism (“SSM”) between the ECB and national competent authorities and with national designated authorities (the “SSM Framework Regulation”), to carry out a SREP for the Bank and the Group at least on an annual basis.
On July 19, 2018, the EBA published its final guidelines intended to further enhance risk management by institutions and the convergence of supervision with respect to the SREP. These guidelines focus on stress testing, particularly to determine “Pillar 2” capital guidance and the level of interest rate risk. As of July 23, 2020, the EBA published further guidelines on the 2020 SREP in light of the crisis generated by COVID-19. Additionally, the EBA published further draft amended guidelines regarding the implementation of changes introduced by the CRD V Directive on March 18, 2022, repealing the EBA Guidelines of December 19, 2014 and the updated guidelines of July 19, 2018, with effect from January 1, 2023.
In response to the COVID-19 pandemic, the ECB announced on March 12, 2020 that it would allow banks to partially use AT1 and Tier 2 instruments to meet the “Pillar 2” requirement, being this measure introduced by CRD V. In particular, the composition of the capital instruments to meet the “Pillar 2” requirement, shall include 56.25% of CET1 capital and 75% of Tier 1 capital, at a minimum.
Consequently, all additional “Pillar 2” own funds requirements that the ECB may impose on the Bank and/or the Group under the SREP will require the Bank and/or the Group to maintain capital levels higher than the “Pillar 1” minimum capital requirement.
As a result of the most recent SREP carried out by the ECB, BBVA must maintain, at a consolidated level, as from January 1, 2024, a CET1 capital ratio of 9.10% and a total capital ratio of 13.26%. The consolidated total capital requirement includes: (i) the “Pillar 1” capital requirement (8.00%), of which a minimum of 4.50% must be met with CET1 capital, 1.50% could be met with AT1 instruments and 2.00% could be met with Tier 2 instruments; (ii) the “Pillar 2” capital requirement (1.68%), of which a minimum of 1.02% must be met with CET1 capital (of which 0.18% is determined on the basis of the ECB’s prudential provisioning expectation), 0.28% could be met with AT1 instruments and 0.38% could be met with Tier 2 instruments; (iii) the capital conservation buffer (2.50% that must be met exclusively with CET1 capital); (iv) the D-SIB capital buffer (1.00% that must be met exclusively with CET1 capital); and (v) the capital buffer for Countercyclical Risk (0.08% that must be met exclusively with CET1 capital). Likewise, BBVA must maintain, on an individual level, a CET1 capital ratio of 7.95% and a total capital ratio of 12.11%. These ratios include a “Pillar 2” requirement at the individual level of 1.50%, of which at least 0.84% shall be met with CET1.
For further information on the countercyclical capital buffer and the total capital requirements applicable to the BBVA Group, see Note 32 to our Consolidated Financial Statements.
In accordance with Article 48 of Law 10/2014, Article 73 of Royal Decree 84/2015 and Rule 24 of Bank of Spain Circular 2/2016, any institution not meeting its “combined capital buffer requirement” is required to calculate its MDA as stipulated in such legislation. Should that requirement not be met and until the MDA has been calculated and communicated to the Bank of Spain, the relevant institution shall not make any: (i) distributions relating to CET1 capital; (ii) payments related to variable remuneration or discretionary pension benefits; and (iii) distributions linked to AT1 instruments (“discretionary payments”), and once the MDA has been calculated and communicated to the Bank of Spain, the discretionary payments will be subject to the limit of the calculated MDA.
Additionally, pursuant to Article 48 of Law 10/2014, the adoption by the Bank of Spain of the measures provided by Articles 68.2.h) and 68.2.i) of Law 10/2014, aimed at strengthening own funds and limiting or prohibiting the distribution of dividends, respectively, will also entail the requirement to determine the MDA and to restrict discretionary payments to such MDA. In accordance with the EU Banking Reforms, the calculation of the MDA and the restrictions described in the preceding paragraph while such calculation is pending, may also be triggered by a breach of the combined buffer requirement when considered in addition to its MREL requirement (see “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks—Increasingly onerous capital and liquidity requirements may have a material adverse effect on the Group’s business, financial condition and results of operations”). CRD V also distinguishes between “Pillar 2” capital requirements and “Pillar 2” capital guidance, only the former being regarded as mandatory requirements. Notwithstanding the foregoing, CRD V provides that, besides other measures, supervisory authorities are entitled to impose further “Pillar 2” capital requirements when an institution repeatedly fails to follow the “Pillar 2” capital guidance previously imposed.
Additionally, CRR II sets a binding leverage ratio requirement of 3% of Tier 1 capital that is added to the own funds requirements and to the requirements based on an entity’s RWAs. In particular, any breach of this leverage ratio would also entail the need to determine the MDA and the related consequences.
Furthermore, on December 7, 2017 the BCBS announced the end of the Basel III reforms (informally referred to as Basel IV). These reforms include changes to the risk weightings applied to the different assets and measures to enhance the sensitivity to risk in those weightings and impose limits on the use of internal ratings-based approaches to ensure a minimum level of conservatism in the use of such approaches and enhance comparability among banks in which such internal ratings-based approaches are used. This reform will also (i) modify the calculation of the Operational Risk, which could have a negative impact on the capital of the Group; and (ii) limit the use of internal risk models, with a minimum capital requirement of RWAs calculated using only the standardized approaches. The application of this reform in Europe is still underway and there is no certainty on its final rules and the date of implementation.
Resolution
The BRRD (which has been implemented in Spain through Law 11/2015 and RD 1012/2015) and the SRM Regulation are designed to provide the authorities with mechanisms and instruments to intervene sufficiently early and rapidly in failing or likely to fail credit institutions or investment firms (each, an Entity) in order to ensure the continuity of the Entity’s critical financial and economic functions, while minimizing the impact of its non-feasibility on the economic and financial system. The BRRD further provides that a Member State may only use additional financial stabilization instruments to provide extraordinary public financial support as a last resort, once the following resolution instruments have been evaluated and used to the fullest extent possible while maintaining financial stability.
In accordance with the provisions of Article 20 of Law 11/2015, an Entity will be considered as failing or likely to fail in any of the following situations: (i) when the Entity significantly fails, or may reasonably be expected to significantly fail in the near future, to comply with the solvency requirements or other requirements necessary to maintain its authorization; (ii) when the Entity’s enforceable liabilities exceeds its assets, or it is reasonably foreseeable that they will exceed them in the near future; (iii) when the Entity is unable, or it is reasonably foreseeable that it will not be able, to meet its enforceable obligations in a timely manner; or (iv) when the Entity needs extraordinary public financial support (except in limited circumstances). The decision as to whether the Entity is failing or likely to fail may depend on a number of factors which may be outside of that Entity’s control.
In line with the provisions of the BRRD, Law 11/2015 contains four resolution tools which may be used individually or in any combination, when the Relevant Spanish Resolution Authority considers that (a) an Entity is non-viable or is failing or likely to fail, (b) there is no reasonable prospect of any other measures that would prevent the failure of such Entity within a reasonable period of time and (c) resolution is necessary or advisable, rather than the winding up of the Entity through ordinary insolvency proceedings, for reasons of public interest.
The four resolution instruments are (i) the sale of the Entity’s business, which enables the resolution authorities to transfer, under market conditions, all or part of the business of the Entity being resolved; (ii) bridge institution, which enables resolution authorities to transfer all or part of the business of the Entity to a “bridge institution” (an entity created for this purpose that is wholly or partially in public control); (iii) asset separation, which enables resolution authorities to transfer certain categories of assets (normally impaired or otherwise problematic) to one or more asset management vehicles to allow them to be managed with a view to maximizing their value through eventual sale or orderly wind-down (this can be used together with another resolution tool only); and (iv) the “Bail-in Tool”. Any exercise of the Bail-in Tool by the Relevant Spanish Resolution Authority may include the write down and/or conversion into equity or other securities or obligations (which equity, securities and obligations could also be subject to any future application of the Bail-in Tool) of certain unsecured debt claims of an institution.
In the event that an Entity is in a resolution situation, the Bail-in Tool is understood to mean any write-down, conversion, transfer, modification, or suspension power existing from time to time under: (i) any law, regulation, rule or requirement applicable from time to time in Spain, relating to the transposition or development of the BRRD (as amended, replaced or supplemented from time to time), including, but not limited to (a) Law 11/2015, (b) RD 1012/2015; and (c) the SRM Regulation, each as amended, replaced or supplemented from time to time; or (ii) any other law, regulation, rule or requirement applicable from time to time in Spain pursuant to which (a) obligations or liabilities of banks, investment firms or other financial institutions or their affiliates can be reduced, cancelled, modified, transferred or converted into shares, other securities, or other obligations of such persons or any other person (or suspended for a temporary period or permanently) or (b) any right in a contract governing such obligations may be deemed to have been exercised.
In accordance with the provisions of Article 48 of Law 11/2015 (without prejudice to any exclusions that may be applied by the Relevant Spanish Resolution Authority in accordance with Article 43 of Law 11/2015), in the event of any application of the Bail-in Tool, any resulting write-down or conversion by the Relevant Spanish Resolution Authority will be carried out in the following sequence: (i) CET1 items; (ii) the principal amount of AT1 instruments; (iii) the principal amount of Tier 2 instruments; (iv) the principal amount of other subordinated claims other than AT1 or Tier 2 capital; and (v) the principal or outstanding amount of the remaining eligible liabilities in the order of the hierarchy of claims in normal insolvency proceedings (with senior non-preferred claims (créditos ordinarios no preferentes) subject to the Bail-in Tool after any subordinated claims (créditos subordinados) of the Bank but before the other senior claims of the Bank).
In addition to the Bail-in Tool, the BRRD, Law 11/2015 and the SRM Regulation provide for resolution authorities to have the further power to permanently write-down or convert into equity capital instruments (and, pursuant to BRRD II and the SRM Regulation II, certain internal eligible liabilities and instruments) at the point of non-viability (“Non-Viability Loss Absorption” and, together with the Bail-in Tool, the “Spanish Bail-in Power”) of an Entity. Any write-down or conversion must follow the same insolvency hierarchy as described above. The point of non-viability of an Entity is the point at which the Relevant Spanish Resolution Authority determines that the Entity meets the conditions for resolution or will no longer be viable unless the relevant capital instruments are written down or converted into equity or extraordinary public support is to be provided and without such support the Relevant Spanish Resolution Authority determines that the institution would no longer be viable. The point of non-viability of a group is the point at which the group infringes or there are objective elements to support a determination that the group, in the near future, will infringe its consolidated solvency requirements in a way that would justify action by the Relevant Spanish Resolution Authority in accordance with article 38.3 of Law 11/2015. Non-Viability Loss Absorption may be imposed prior to or in combination with any exercise of the Bail-in Tool or any other resolution tool or power (where the conditions for resolution referred to above are met) or in combination with such exercise in respect of all eligible liabilities.
In addition, the EBA has published certain technical regulation standards and technical implementation standards to be adopted by the European Commission, in addition to other guidelines. These standards and guidelines could potentially be relevant in determining when or how a Relevant Spanish Resolution Authority may exercise the Bail-in Tool and/or impose a Non-Viability Loss Absorption. These include guidelines on the treatment of shareholders when applying the Bail-in Tool or Non-Viability Loss Absorption, as well as on the rate for converting debt into shares or other securities or debentures in the application of the Bail-in Tool and/or Non-Viability Loss Absorption.
To the extent that any resulting treatment of a holder of the Bank’s securities pursuant to the exercise of the Bail-in Tool is less favorable than would have been the case under such hierarchy in normal insolvency proceedings, a holder of such affected securities would have a right to compensation under the BRRD and the SRM Regulation based on an independent valuation of the institution, in accordance with Article 10 of RD 1012/2015 and the SRM Regulation, together with any other compensation provided for in any Applicable Banking Regulations (as defined below) including, inter alia, compensation in accordance with Article 36.5 of Law 11/2015. However, if the treatment of a creditor following a Non-Viability Loss Absorption is less favorable than it would have been under ordinary insolvency proceedings, it is uncertain whether said creditor would be entitled to the compensation provided for in the BRRD and the SRM Regulation.
Finally, on April 18, 2023, the European Commission published a proposal for the further amendment of the BRRD, including, among other things, the amendment of the ranking of claims in insolvency to provide for a general depositor preference, pursuant to which the insolvency laws of Members States would be required by the BRRD to extend the legal preference of claims in respect of deposits relative to ordinary unsecured claims to all deposits, as well as a proposal amending the SRM Regulation as regards early intervention measures, conditions for resolution and funding of resolution actions and the Deposit Guarantee Schemes Directive (Directive 2014/49/EU of the European Parliament and of the European Council of April 16, 2014 on deposit guarantee schemes) as regards the scope of deposit protection, use of deposit guarantee schemes funds, cross-border co-operation, and transparency.
The implementation of the BRRD proposal is subject to further legislative procedures but if it is implemented in its current form, this would mean that senior preferred claims (créditos ordinarios preferentes) of the Bank would rank junior to the claims of all depositors, including deposits of large corporates and other deposits that are currently excluded from the above privileged claims.
Any such general depositor preference would also affect any application of the Bail-In Tool, as such application is to be carried out in the order of the hierarchy of claims in normal insolvency proceedings. Accordingly, this would mean that following any such amendment of the insolvency laws of Spain to establish a general depositor preference, any resulting write-down or conversion of senior preferred claims (créditos ordinarios preferentes) by the Relevant Spanish Resolution Authority would be carried out before any write-down or conversion of the claims of depositors such as those of large corporates that previously would have been written-down or converted alongside such senior preferred claims (créditos ordinarios preferentes). By removing the requirement for such deposits to be written-down or converted in this manner, one of the stated objectives of this proposed amendment is to reduce the likelihood of deposits generally needing to be included in any such write-down or conversion upon any application of the Bail-In Tool and improve the process for the application of the Bail-In Tool.
Applicable Banking Regulations means at any time the laws, regulations, requirements, guidelines and policies relating to capital adequacy, resolution and/or solvency then applicable to the Bank and/or the Group including, inter alia, the CRD Directive, CRR, BRRD, the SRM Regulation and those laws, regulations, requirements, guidelines and policies relating to capital adequacy, resolution and/or solvency then in effect in Spain (whether or not such regulations, requirements, guidelines or policies have the force of law and whether or not they are applied generally or specifically to the Bank and/or the Group).
Relevant Spanish Resolution Authority means the FROB, the SRB, the Bank of Spain, the Spanish Securities Market Commission or any other entity with the authority to exercise any of the resolution tools and powers contained in Law 11/2015 and the SRM Regulation from time to time.
Law 11/2015 means Law 11/2015, of June 18, on the recovery and resolution of credit institutions and investment firms, as amended, replaced or supplemented from time to time, including as amended by Royal Decree Law 7/2021 of 27 April on the transposition of European Union directives in matters of credit institutions, among others.
MREL
The BRRD prescribes that banks shall hold a minimum level of own funds and eligible liabilities in relation to RWAs known as MREL. According to the Commission Delegated Regulation (EU) 2016/1450 of May 23, 2016, supplementing BRRD I with regard to regulatory technical standards specifying the criteria relating to the methodology for setting the minimum requirement for own funds and eligible liabilities, the level of own funds and eligible liabilities required under MREL will be set by the resolution authority, in agreement with the competent authority, for each bank (and/or group) based on, among other things, the criteria set forth in Article 45 of the BRRD, including the systemic importance of the institution. Eligible liabilities may be senior or subordinated, provided that, among other requirements, they have a remaining maturity of at least one year and, if governed by a non-EU law, they must be able to be written down or converted by the resolution authority of a member state under that law or through contractual provisions.
If the Relevant Spanish Resolution Authority considers that there may be any obstacles to resolvability by the Bank and/or the Group, a higher MREL could be imposed.
The EU Banking Reforms provide that the breach by a bank of its MREL should be addressed by the competent authorities through their powers to address or remove obstacles to resolution, the exercise of their supervisory powers and their power to impose early intervention measures, administrative sanctions and other administrative measures. If there were a deficit in the level of an entity’s eligible own funds and liabilities, and that entity’s own funds were contributing to meeting the “combined capital buffer requirement,” these own funds would automatically be deemed to count toward meeting the MREL of said entity and would cease to count for purposes of meeting the “combined capital buffer requirement”, which could lead the entity to fail to comply with its “combined capital buffer requirement”. This could result in the need to calculate the MDA and the resolution authority would have the power (but not the obligation) to impose restrictions on the making of discretionary payments. Therefore, the Bank will have to fully comply with its “combined capital buffer requirement”, in addition to its MREL, to ensure that it can make discretionary payments.
In addition, in accordance with the EBA guidelines on the assumptions of triggering the use of early intervention measures of May 8, 2015, a significant deterioration in the amount of eligible liabilities and own funds held by an entity in order to comply with its MREL could place an entity in a situation where the conditions for early intervention are met, which could entail the application of early intervention measures by the competent resolution authority, which in the Spanish case are detailed in Articles 9 and 10 of Law 11/2015, including the intervention or provisional replacement of administrators.
The EU Banking Reforms further include, as part of MREL, a new subordination requirement of eligible instruments for G-SIBs and “top tier” banks (including the Bank) that will be determined according to their systemic importance, involving a minimum “Pillar 1” subordination requirement. This “Pillar 1” subordination requirement must be satisfied with own funds and other eligible MREL instruments (which MREL instruments may not for these purposes be senior debt instruments and only MREL instruments constituting “non-preferred” senior debt and other subordinated liabilities will be eligible for compliance with the subordination requirement). For “top tier” banks such as the Bank, this “Pillar 1” subordination requirement has been determined as the highest of 13.5% of the Bank’s RWAs and 5% of its leverage exposure. Resolution authorities may also impose further “Pillar 2” subordination requirements, which would be determined on a case-by-case basis but at a minimum level equal to the lower of 8% of a bank’s total liabilities and own funds and 27% of its RWAs (both including MREL Pillar 1 and Pillar 2).
On June 14, 2023, BBVA announced that it had received a communication from the Bank of Spain regarding its MREL (Minimum Requirement for own funds and Eligible Liabilities) requirement, established by the SRB, which was calculated taking into account the financial and supervisory information as of December 31, 2021. In accordance with this MREL communication, BBVA must maintain, as from January 1, 2024, an amount of own funds and eligible liabilities equal to 22.11% of the total RWAs of its resolution group, on a sub-consolidated level (the “MREL in RWAs”) (compared to the MREL in RWAs requirement of 21.46% which was applicable as from January 1, 2022 taking into account the financial and supervisory information as of June 30, 2021). Within this MREL in RWAs, an amount equal to 13.50% of the total RWAs of BBVA’s resolution group must be met with subordinated instruments (the “subordination requirement in RWAs”) (the same as the subordination requirement in RWAs which was applicable as from January 1, 2022). The MREL in RWAs and the subordination requirement in RWAs do not include the combined capital buffer requirement which, according to applicable regulations and supervisory criteria, is 3.36% as of December 31, 2023, considering exposures subject to the calculation of the countercyclical buffer as of December 31, 2023.
In addition, BBVA must maintain, as from January 1, 2022, an amount of own funds and eligible liabilities in terms of the total exposure considered for calculating the leverage ratio equal to 7.27% (the “MREL in LR”) of which 5.61% in terms of the total exposure considered for calculating the leverage ratio shall be satisfied with subordinated instruments (the “subordination requirement in LR”).
As of the date of this Annual Report, no MREL Pillar 2 requirement has been imposed on BBVA. Given the own funds and eligible liabilities structure of BBVA’s resolution group as of December 31, 2023, the amount of own funds and eligible liabilities stood at 26.36% of the RWAs of its resolution group, at the sub-consolidated level, complying with the aforementioned MREL in RWAs requirement, and the amount of subordinated instruments was equal to 21.84% of the RWAs of it resolution group, at the sub-consolidated level, complying with the subordination requirement in RWAs.
In addition, as of December 31, 2023, the amount of own funds and eligible liabilities of BBVA in terms of the total exposure considered for calculating the leverage ratio stood at 10.94% and the amount of subordination instruments in terms of the total exposure considered for calculating the leverage ratio stood at 9.06%, complying with the MREL in LR and the subordination requirement in LR, respectively.
The resolution group consists of BBVA and its subsidiaries belonging to the same European resolution group and, as of December 31, 2023 (the currently applicable reference date), the RWAs of the resolution group amounted to €214,757 million and the total exposure considered for calculating the leverage ratio amounted to €517,470 million.
Single Resolution Fund
The SRF was established by Regulation (EU) No 806/2014 (“SRM Regulation”). Where necessary, the SRF may be used to ensure the efficient application of resolution tools and the exercise of the resolution powers conferred to the SRB by the SRM Regulation.
The SRF is composed of contributions from credit institutions and certain investment firms in the participating Member States within the Banking Union.
SRF has been gradually built up during the first eight years (2016-2023) and has reached the target level of at least 1% of the amount of covered deposits of all credit institutions within the Banking Union by December 31, 2023.
Within the resolution scheme, the SRF may be used only to the extent necessary to ensure the effective application of the resolution tools, as last resort, in particular:
•To guarantee the assets or the liabilities of the institution under resolution;
•To make loans to or to purchase assets of the institution under resolution;
•To make contributions to a bridge institution and an asset management vehicle;
•To make a contribution to the institution under resolution in lieu of the write-down or conversion of liabilities of certain creditors under specific conditions;
•To pay compensation to shareholders or creditors who incurred greater losses than under normal insolvency proceedings.
The Intergovernmental Agreement (“IGA”) acknowledges that situations may exist where the means available in the SRF are not sufficient to undertake a particular resolution action, and where the ex-post contributions that should be raised in order to cover the necessary additional amounts are not immediately accessible.
In December 2013, ECOFIN Ministers agreed to put in place a system by which bridge financing would be available as a last resort. The arrangements for the transitional period should be operational by the time the Fund was established.
In this scenario, the Eurogroup decided in 2017 to expand the ESM role to serve as a backstop for the SRF. While the new features of the expanded role for the ESM were agreed by 2019, it was not until late 2020 that the euro area finance ministers agreed to proceed with the reform of the ESM and was later signed by Member States (represented by their ambassadors to the EU) on January 27. The backstop to the SRF was expected to be operational at the beginning of 2022, but the ratification process was not completed. As of the date of this Annual Report, the treaty is pending ratification by Italy and Croatia (which recently joined the Eurozone).
Once the ratification process is completed, the ESM will be able to provide support for up to €68 billion (in the form of credit lines). If this financial assistance is requested, the SRF will pay back the ESM loan with funds obtained from banks’ contributions (in a period of three years, with the possibility to extend it to five years).
Capital Management
Basel Capital Accord - Economic Capital
The Group’s capital management is performed at both the regulatory and economic levels. Regulatory capital management is based on the analysis of the capital base and the capital ratios (CET1, Tier 1, etc.) using the BIS Framework rules and the CRR. See Note 32 to our Consolidated Financial Statements.
The aim of our capital management is to achieve a capital structure that is as efficient as possible in terms of both cost and compliance with the requirements of regulators, ratings agencies and investors. Active capital management includes securitizations, sales of assets, and preferred and subordinated issues of equity and hybrid instruments. Various actions have been taken during the last years in connection with our capital management and in order to comply with various capital requirements applicable to us related to various actions regarding asset sales. In addition, we may make securities issuances or undertake new asset sales in the future, which could involve outright sales of businesses or reductions in interests held by us, which could be material and could be undertaken at less than their respective book values, resulting in material losses thereon, in connection with our capital management and in order to comply with capital requirements or otherwise. The Bank has obtained the Bank of Spain’s and ECB’s approvals with respect to its internal model of capital estimation concerning certain portfolios.
Following the European supervisory and regulatory focus on reducing the variability of own funds requirements (via the TRIM and EBA Repair Programme respectively), the Bank is currently reviewing its IRB models to ensure adherence to the evolving regulatory requirements. Although the final impact of this review is not yet known, it could result in an increase in the capital needs of BBVA.
From an economic standpoint, capital management seeks to optimize value creation for the Group and its different business units. The Group allocates economic capital (“CER”) commensurate with the risks incurred by each business. This is based on the concept of unexpected loss at a certain level of statistical confidence, depending on the Group’s targets in terms of capital adequacy. The CER calculation combines credit risk, market risk (including structural risk associated with the balance sheet and equity positions), operational risk, model risk, business risk, reputational risk and technical risks in the case of insurance companies.
Shareholders’ equity, as calculated under the BIS Framework rules, is an important metric for the Group. For the purpose of allocating capital to operating segments, the Group focuses on both economic and regulatory capital. The purpose is to ensure that the businesses are run considering both the risk-sensitive perspective and the regulation requirement. These are designed to provide an equitable basis for assigning capital and ensure adequate capital management across the Group.
Concentration of Risk
In accordance with Article 392 of Regulation (EU) 2013/575, later amended by Regulation (EU) 2019/876, (“CRR II”), an institution's exposure to a client or a group of connected clients shall be considered a large exposure where the value of the exposure is equal to or exceeds 10% of its Tier 1 capital.
Additionally, according to Article 395 of CRR II an institution shall not incur an exposure, after taking into account the effect of the credit risk mitigation in accordance with Articles 399 to 403, to a client or a group of connected clients the value of which exceeds 25% of its Tier 1 capital. Where that client is an institution or where a group of connected clients includes one or more institutions, that value shall not exceed 25% of the institution's Tier 1 capital or €150 million, whichever is higher, provided that the sum of exposure values, after taking into account the effect of the credit risk mitigation in accordance with Articles 399 to 403, to all connected clients that are not institutions does not exceed 25% of the institution's Tier 1 capital.
Where the amount of €150 million is higher than 25% of the institution's Tier 1 capital, the value of the exposure, after having taken into account the effect of credit risk mitigation in accordance with Articles 399 to 403 of this Regulation, shall not exceed a reasonable limit in terms of that institution's Tier 1 capital. That limit shall be determined by the institution in accordance with the policies and procedures referred to in Article 81 of Directive 2013/36/EU in order to address and control concentration risk. That limit shall not exceed 100% of the institution's Tier 1 capital.
Legal and Other Restricted Reserves
We are subject to the legal and other restricted reserves requirements applicable to Spanish companies. Please see “—Capital Requirements, MREL and Resolution”.
Dividends
A bank may generally dedicate all of its net profits and its distributable reserves to the payment of dividends. In no event may dividends be paid from non-distributable reserves. For additional information see “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends”.
Since January 1, 2016, according to CRD IV, those credit entities required to calculate their MDA are subject to restrictions on discretionary payments, which include, among others, dividend payments. See “—Capital Requirements, MREL and Resolution”.
Although banks are not legally required to seek prior approval from the Bank of Spain or the ECB before declaring dividends (despite distributions from the share premium account, which are subject to prior approval), we inform each of them on a voluntary basis upon the declaration of a dividend.
Our Bylaws allow for dividends to be paid in cash or in kind as determined by shareholders’ resolution.
Investment Ratio
In the past, the Spanish government used the investment ratio to allocate funds among specific sectors or investments. As part of the liberalization of the Spanish economy, it was gradually reduced to a rate of zero percent as of December 31, 1992. However, the law that established the ratio has not been abolished and the government could re-impose the ratio, subject to applicable EU requirements.
Principal Markets
The following is a summary of certain additional laws and regulations applicable to BBVA’s operations in Spain, Mexico, Turkey and the United States.
Spain
BBVA’s operations in Spain are subject to European Union-wide and Spanish national regulations. Spain has a broad regulatory framework designed to ensure consumer protection and enhance transparency. Finance and deposits products are subject to both general consumer and product-specific laws which, in certain circumstances, differentiate between consumers and non-consumers.
The provision of payment accounts and services in Spain is subject to various regulations, most of which transpose European legislation, such as Directive (EU) 2015/2366 (“PSD 2”) (transposed by means of Royal Decree-Law 19/2018, of November 23, on Payment Services) and Directive (EU) 2014/92 (transposed by means Royal Decree-Law 19/2017, of November 24, on basic payment accounts, transfer of payment accounts and comparability of fees). Such regulations lay down minimum information requirements for providers of payment accounts and services as well as certain transparency provisions with regard to fees. A significant development in relation to the implementation of PSD 2 is a requirement to allow third parties access to accounts to provide account information and payment initiation services, provided they have a customer’s consent.
Regarding loans, there are separate regulations applying to consumer loans and residential loans which are, in both cases, mainly derived from European legislation, including Directive (EU) 2008/48 (relating to credit agreements for consumers) (transposed by means of Law 16/2011, of June 24, on Consumer Credit Contracts) and Directive (EU) 2014/17 (relating to credit agreements for residential immovable property). In 2019, Law 5/2019, of March 15, regulating real estate credit agreements (“Law 5/2019”) was passed, transposing Directive 2014/17. It applies to individuals, whether or not they are consumers, and sets limits on default interest, early maturity and early repayment fees, and provides a comprehensive framework of pre-contractual information provisions. Law 5/2019 also requires that a notarial act shall be granted prior to signing a residential credit agreement in which the notary verifies that the bank has fulfilled all of its legal pre-contractual information obligations and that the borrower has understood all the clauses contained in the European Standard Information Sheet (“ESIS”).
The regulatory framework also includes specific regulations designed to protect the most vulnerable customers, such as the requirement for banks to offer basic accounts to customers without access to ordinary bank accounts. Basic accounts may be free of charge or have a maximum monthly cost of three euros. In the area of mortgage lending, there is a Code of Good Practices regulated by Royal Decree-Law 6/2012 (“CGP 6/2012”) to be adhered to by financial entities to facilitate the refinancing of mortgage debt by debtors who suffer extraordinary difficulties in meeting their payment obligations including features such as (i) a five (5)-year grace period for the repayment of principal; (ii) a reduction in the interest rate applicable during the grace period; and (iii) an extension of the term of the mortgage loan up to a maximum of forty (40) years from its inception. Additionally, for those debtors for whom such refinancing does not prove to be viable, the following measures are contemplated: (i) a reduction (forgiveness) of part of the debt or (ii) the dation in payment (handing over) of the home securing the mortgage loan may be offered in exchange for the cancellation of the outstanding debt. Royal Decree-Law 19/2022, of November 22, introduced amendments to the CGP 6/2012, making it possible for a new, larger group of debtors to qualify for the CGP 6/2012, but limiting the grace period for the repayment of principal to two (2) years. The interest rate applicable during the grace period shall be slightly lower than the one debtors had been paying (the rate will be such as to reduce the net present value of the loan by 0.5%). The term of the loan may be extended up to a maximum of seven (7) years (with a maximum limit of forty (40) years from its inception).
On December 28, 2023, Royal Decree-Law 8/2023 was published, Article 1 of which amended the First Additional Provision of Royal Decree-Law 19/2022, extending until December 31, 2024 the suspension of any bank fees and commissions chargeable upon the early repayment or amortization of variable rate mortgage loans or the conversion from variable to fixed rate mortgage loans.
Additionally, on December 29, 2023, a Resolution of the Secretary of State for the Economy was published by virtue of which (i) the group of debtors that may qualify for the CGP 6/2012 was further extended; in particular, the maximum income allowed per family unit has been increased to 4.5 times the Spain’s Public Income Indicator for Multiple Effects (IPREM) and (ii) it was clarified that, under the CGP 6/2012, a debtor may request all or any of the following: (i) extension of the term of a loan up to a maximum of 7 years (without exceeding the maximum of 40 years from its formalization); and (ii) keeping mortgage repayment amounts unchanged for 12 months.
In 2020, extensive regulation about revolving credit was approved by Order ETD/699/2020, of July 24, regulating revolving credit and amending Order ECO/697/2004, of March 11, on the Central Risk Information Office, Order EHA/1718/2010, of June 11, regulating and controlling the advertising of banking services and products and Order EHA/2899/2011, of October 28, on transparency and protection of customers of banking services. This regulation sets out, among others, new provisions on creditworthiness assessment and transparency requirements for revolving credit. In particular, lenders shall assess whether customers could repay amounts equal to at least 25% of the credit on an annual basis. Additionally, in 2022 Circular 3/2022 of March 30 of the Bank of Spain, amending, among others, Circular 5/2012 of June 27 of the Bank of Spain, and implementing Order ETD/699/2020 in relation to revolving credit information was passed. Regarding European cross-border payments, Regulation 2019/518 introduced two amendments to Regulation 924/2009: (i) the extension of the equality of charges principle to non-euro Member States; and (ii) new rules on the transparency of charges regarding currency conversions for payments at the point of sale or at ATM machines, as well as for credit transfers. The main changes introduced by this regulation entered into force in December 2019 and April 2020 and some obligations of information, related to electronic communications, came into force in April 2021.
In relation to payment services, Order ECE/1263/2019 of December 26, on transparency of conditions and information requirements applicable to payment services, entered into force on July 1, 2020. This Order establishes the information requirements applicable to payment transactions and is mandatory for both parties if the customer is a consumer or a micro-enterprise.
New Proposed Financial Customer Defense Authority
In December 2023, the legislative procedure to pass the regulation establishing an independent administrative authority (the “Authority”) for the defense of financial customers was resumed following the July 2023 general elections. The legislative procedure is expected to be completed in 2024. The below discussion is based on the latest proposal as of the date of this Annual Report, and any final resolution (if passed) may include additional or different provisions.
Based on the current proposal, the Authority will have faculties to hear and adopt binding resolutions, with respect to financial entities only, in connection with claims of financial customers or potential customers (i) not exceeding 20,000 euros, regarding breaches of conduct regulations (included voluntary codes of good practices) and abusive clauses; or (ii) with an undetermined amount (this will need to be further developed by subsequent regulation). The Authority’s resolution will not be binding when the amount of the claim is equal to or greater than 20,000 euros or is related to good practices. In relation to abusive clauses, the Authority will decide on the existence of abusive clauses if these have been previously declared as such by the Supreme Court and the Court of Justice of the European Union and a final ruling has been registered with the Spanish registry of general terms and conditions of contracting.
The Authority shall resolve complaints from individuals and companies, including potential customers. Resolutions may be appealed, regardless of whether they are binding or not, before the civil courts in Spain.
With respect to claims of an economic nature, the resolution may order the refund of amounts determined to be unduly charged, plus interest for late payment. With respect to other claims (of a non-economic nature), the resolution may establish a compensation of an amount ranging from 100 to 2,000 euros. In addition, guidelines for compensation will be established.
The Authority may impose penalties for non-compliance with its resolutions (from 500,000 to 2,000,000 euros). Additionally, sanctions could be imposed on managers and directors (from 250,000 to 1,000,000 euros).
The Authority will be entirely financed by financial entities, which will be required to pay a varying annual fee based on the number of complaints filed against them, and the number of complaints resolved against them, in the preceding year. In particular, 40% of the costs incurred by the Authority in a given year will be distributed among institutions on a pro rata basis based on their respective weight within the absolute number of complaints brought in such year, while 60% of the costs will be distributed on a pro rata basis based on their respective weight within the absolute number of complaints resolved in favor of customers brought in such year.
Insolvency Law
In 2022 Law 16/2022 of September 5 on the reform of the consolidated text of the Insolvency Law (Law 16/2022) was passed. Law 16/2022 transposes Directive (EU) 2019/1023 of the European Parliament and of the Council of June 20, 2019 on frameworks for preventive restructuring, debt waivers and disqualifications, and on measures to increase the efficiency of restructuring, insolvency and debt waiver procedures. The new insolvency legal framework provides for (i) the creation of a new state of insolvency (“the likelihood of insolvency”), prior to imminent and actual insolvency, which enables access to certain pre-bankruptcy institutions, (ii) the removal of out-of-court payment agreements and refinancing agreements, introducing instead “Restructuring Plans” and (iii) the new “Special procedure for micro-enterprises” applicable to debtors, whether natural or legal persons, that meet certain characteristics.
Real Estate Regulation
With regard to the real estate sector, the Spanish government and the governments of several autonomous communities in Spain, such as Valencia and Navarra, have taken measures to improve access to housing, either by supporting public housing or by protecting mortgage holders and/or occupants of dwellings that are in a vulnerable situation.
This includes measures such as the suspension of evictions and the requirement to comply with certain notifications and intermediation processes as a compulsory procedure prior to the filing of foreclosure or eviction lawsuits on primary residences, all in order to ascertain the socio-economic situation of the affected persons and to offer certain assistance in cases of vulnerability. In addition, in relation to rentals, limitations have been introduced on rental prices in certain areas to be determined by the autonomous communities, as well as additional extensions to the duration of contracts for vulnerable tenants, which will be compulsory for large landlords.
Investment Services
Several European Union’s sustainability initiatives are expected to significantly impact the asset management and retail investment services business during 2023. Firstly, asset managers must complete the templates of ESG disclosures set out by the delegated act supplementing the EU Sustainable Finance Disclosure Regulation (“SFDR”). At an entity level, this means that asset managers shall start reporting the principal adverse impacts of their investments based on numerous ESG indicators whose availability may be still limited in certain cases; at a product level, this means that asset managers shall complete the required pre-trade documentation, and provide the relevant web and periodic information regarding light and dark green funds in accordance with new stringent disclosure requirements. Moreover, as a complement to the modifications of MiFID II approved in 2021, during 2023 the European Securities and Markets Authority (“ESMA”) published an update of the guidelines on the suitability requirements, which details how clients’ sustainability preferences are to be obtained and assessed.
Also in the asset management sector, Law 11/2021, of July 9, 2021, on measures to prevent and combat tax fraud, impose new requirements for Spanish SICAVs (public limited companies whose object is to invest in financial assets). For this reason, the majority of the Spanish SICAVs managed by the Group were liquidated in 2022 and, in 2023, the shareholders of such SICAVs reinvested the proceeds in other assets.
Recent developments in financial services legislation include the following:
–Directive 2014/65/EU on markets in financial instruments (MiFID II): The European Union passed Directive 2021/338, which amended MiFID II, with a focus on the reduction of potential administrative burdens in the context of the provision of financial services. The Directive should have been implemented by Member States by November 28, 2021 and be applicable from February 28, 2022. However, Spain did not implement these changes until 2023, with the publication and entry into force of the Law 6/2023 on the Securities Markets and Investment Services and delegated regulation.
–The European Commission, the European Parliament and the European Council have agreed on certain amendments to be made to MIFID II and Regulation (EU) No 600/2014 on markets in financial instruments (MiFIR). The vast majority of the changes relate to MiFIR, where some existing obligations are removed or alleviated. In particular, the pre-transparency obligation is limited to equity products and products subject to the clearing obligation. The systematic internalized figure is also reduced in its scope and, as an alternative, the figure of the designated publishing entity is created to facilitate the buy-side compliance with post-transparency rules. These changes are pending publication in the Official Journal of the EU and need to be further developed by level 2 legislation, especially changes related to MiFIR. ESMA has 18 months to propose level 2 legislation to the European co-legislators.
–The European Commission has published a regulatory package called Retail Investment Strategy (“RIS”) which aims to increase the participation of retail investors in European capital markets. MiFID II is included among the different Directives to be reviewed, with relevant changes proposed in retail investor protection. The amendment of MiFID II is not expected to be approved in 2024 and its content is likely to undergo relevant changes given the differing public positions of the various EU co-legislators.
–Regulation (EU) 1286/2014 (the “PRIIPs Regulation”) which became applicable on January 1, 2018 for packaged retail and insurance-based investment products (“PRIIPs”) except UCITS (Undertakings for the Collective Investment in Transferable Securities), started to apply to UCITS from December 31, 2022. The PRIIPs Regulation requires product manufacturers to create and maintain key information documents (“KIDs”).
In addition, as part of the RIS, the European Commission has published a proposal to amend the PRIIPs Regulation. The proposed changes are mainly focused on providing alternatives for the use of digital channels and the inclusion of a new ESG section within the KID.
The European Union has also been very active in terms of adopting legislation to preserve financial stability. In this regard, the BBVA Group has been subject to initial margin requirements under Regulation (EU) 648/2012, regarding OTC derivatives, central counterparties and trade repositories, since September 2019, as well as similar legislation in other geographical areas. In addition, BBVA Group entities classified as financial counterparties are required to post and receive initial margins when dealing with other in-scope entities.
Pension Funds
Regarding the pension funds sector, the government is promoting a significant modification of the regulation of the private pension system aimed at boosting occupational retirement institutions and penalizing individual pension plans. This modification has resulted in the following: (i) first, in a reduction of the contribution limits in private social security schemes: the maximum contribution has been reduced, from €8,000 to €1,500 per year; and (ii) second, the enactment of Law 12/2022, of June 30, regulating public-promoted occupational retirement institutions and simplified pension plans. That law seeks to boost the occupational retirement institutions by creating a new category of institutions which would be publicly promoted. BBVA and BBVA Asset Management (a fully-owned subsidiary of BBVA) have been appointed, along with other non-Group entities, as depositary and management entities of three of the newly created institutions after a public bidding process.
Benchmarks – IBOR reform
The public and private sectors have been fully involved during the past few years in the interbank offered rates (“IBORs”) reform led by the Financial Stability Board. BBVA set up an internal working group to analyze the potential impact of the IBORs reform and actions to be taken in relation thereto. In this regard, changes were made to legacy contracts (mainly those linked to LIBOR and EONIA) and in the templates for new agreements in order to avoid or reduce the exposure to IBORs. BBVA has been actively collaborating in the IBOR transition, supporting and participating in the sectorial working groups, and amending contracts with its counterparties. In this regard, BBVA has carried out a process of communication and contact with its counterparties to modify contract terms using different mechanisms: through the inclusion of addenda to the contracts, the adherence to industry standard protocols, the transition of operations by clearing house, the cancellation of contracts and subscription of new ones, and through other legislative mechanisms. See Note 7.3.4 to our Consolidated Financial Statements for additional information.
The internal IBORs reform project was finalized in October 2023 and the internal working group that centralized the analysis and actions to be undertaken has been dissolved. Any remaining exposure to LIBOR (which BBVA does not consider material in terms of its amount) will be managed by the relevant BBVA entity.
In October 2023, the European Commission published a proposal to amend the existing Regulation (EU) 2016/1011 of the European Parliament and of the Council of June 8 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds (“BMR”). The proposal is at a very early stage and may change as a result of future discussions among the European Commission, the European Parliament and the European Council. However, the reform is not expected to have a significant impact on BBVA activity, as the proposal generally reduces the scope and set of obligations currently included in the BMR.
Temporary Tax on Credit Institutions in Spain
On December 28, 2022, the Law for the establishment of the temporary tax on credit institutions and financial credit establishments was published in the Official State Gazette.
This law establishes a temporary tax on extraordinary profits applicable to credit institutions operating in Spain during the years 2023 and 2024 whose aggregate interest income and fee and commission income in 2019 was €800 million or more.
The amount to be paid under such temporary tax on extraordinary profits is the result of applying the percentage of 4.8% to the sum of the net interest income and fee and commission income and expense derived from the activity carried out in Spain, as shown in the income statement of the tax consolidation group to which the credit institutions belongs, corresponding to the calendar year prior to the year in which the obligation to make such a payment arose. The payment obligation arises on the first day of the calendar year of fiscal years 2023 and 2024.
The impact of the payment required to be made by BBVA on account of this temporary tax in 2023 amounted to €215 million and was recorded under “Other operating expense” in the consolidated income statement (see Note 42 to the Consolidated Financial Statements). The estimated impact corresponding to the year 2024 is €285 million and will be recorded in the first quarter of 2024 in such caption of the consolidated income statement.
Prevention of Money Laundering and Terrorist Financing
Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing aims to prevent the use of the Union’s financial system for the purposes of money laundering and terrorist financing.
Spanish Law 10/2010 of April 28 transposes Directive (EU) 2015/849 and establishes obligations in respect of preventing money laundering and terrorist financing, including applicable due diligence, internal controls and reporting obligations to obliged entities. Credit institutions, including BBVA, are part of the entities that are subject to such regulation.
On July 20, 2021, the European Commission presented an ambitious package of legislative proposals to strengthen the EU’s anti-money laundering and countering the financing of terrorism rules. The legislative package is being discussed by the European Parliament and Council as part of its legislative process. One of the proposals (the revision of the 2015 Regulation on Transfers of Funds) has already been approved.
Data Protection Regulation
Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) aims to achieve effective protection of personal data by providing natural persons in all EU member states with the same level of legally enforceable rights and obligations regarding personal data and imposing responsibilities on data controllers and processors to ensure consistent monitoring of the processing of personal data. Organic Law 3/2018, of December 5, on the protection of personal data and guarantee of digital rights implemented the GDPR into law in Spain.
For BBVA, the GDPR has affected directly the way we manage internal and external processes. Due to the incremental use of new technologies in almost any process carried out by the Group, where personal data of individuals are usually involved, we have had to introduce multiple changes. The GDPR’s accountability requirements to comply with data protection principles and to be able to demonstrate such compliance, have led to an increased uptake of implementing and revising our privacy management processes, from the way in which consent is obtained from the client, to the implementation of processes to put into effect new rights.
GDPR introduces a risk-based approach to data processing (the higher the risk associated with the data processing, the higher the standard for the evidence to be submitted in order to prove compliance with the GDPR), including the preparation of Data Protection Impact Assessments for each high-risk data processing activity, “privacy by design” requirements (where data protection is integrated in the technology when created) and the legitimate interest balancing test (to weigh the reasons a business holds personal data against the data rights of an individual). This seeks to ensure appropriate risk-based prioritization of mitigations and controls and a more effective data management program based on actual risk.
Furthermore, GDPR obligations and requirements to notify breaches to authorities and individuals under different circumstances meant that BBVA had to review and enhance our existing data security measures and programs and also to update BBVA’s breach response plans and notification procedures, while training staff and management.
Mexico
BBVA’s operations in Mexico are highly regulated. The Mexican regulatory framework for financial and banking activities aims to ensure the stability of the financial system and combat money laundering, as well as to provide consumer protection and transparency in the provision of financial services.
The provision of financial and deposit products is mainly regulated in the Banking Law and provisions issued by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or “CNBV”) and BANXICO, where CNBV issues prudential regulation and BANXICO regulates banking transactions, including financial and deposit products. In addition, the Financial Services Transparency (LTOSF) and Regulation Law contains provisions regarding transparency and consumer protection.
The regulatory framework for capital markets includes specific regulations designed to develop the stock market in an equitable, efficient and transparent manner, protect the interests of investors and promote competition, and minimize systemic risk.
Regarding asset management, regulation encourages the creation and development of investment companies and promotes the strengthening and the decentralization of the stock market by facilitating the access of small and medium investors. It also establishes the rules for the organization and operation of investment funds, the intermediation of their shares in the stock market, and the organization and operation of the people who provide asset management services.
During 2023, the CNBV amended the credit risk regulation to introduce, among others: (i) the concept of “Large Exposures”, providing that financial institutions shall consider within this category those individuals or groups whose “common risk” exceeds 10% of a bank’s core net capital; (ii) financing limits to individuals or groups within the “Large Exposures” category and the methodology for their calculation; (iii) the obligation of financial institutions to comply with risk capital requirements when they retain the right to cash flows generated by collateralized assets and securities; and (iv) the regulatory reports that financial institutions shall furnish to the regulator identifying their “Large Exposures”.
In addition, BANXICO issued multiple amendments to the rules applicable to over-the-counter (OTC) derivative operations. The most relevant changes included: (i) broadening counterpart options; (ii) allowing unleveraged Credit Default Swaps and Total Return Swaps; (iii) introducing margin exchange for non-centrally cleared derivatives with state-owned enterprises and development banks; (iv) setting minimum thresholds and amounts for initial margins; (v) specifying accepted collateral and minimum capacities; (vi) defining collateral valuation processes and early termination settlement; (vii) eliminating the use of the representative rate for credit operations between banks calculated by BANXICO “TIIE” at 28, 91 and 182 days; and (viii) incorporating the definition of “Funding TIIE” (at 1 banking business day).
Additionally, Congress passed a bill to modify: (i) the Securities Market Law to facilitate the issuance and registration of securities by small and medium-sized companies, and (ii) the Investment Funds Law for the creation of Hedge Funds. The bill was approved and published in December 2023 and regulators must pass regulations that develop this law within one year.
Finally, Congress is discussing modifications to the LTOSF to prohibit the charging of ATM fees to clients of banks other than the bank owning the corresponding ATM. If the proposed modifications were approved without providing for a way for financial institutions to be reimbursed for the operating, infrastructure and financial costs of such transactions, this could have a material adverse effect on the Group’s business, financial condition and results of operations in Mexico.
In December 2020, the Investigative Authority (“IA”) of the Federal Economic Competition Commission (Comisión Federal de Competencia Económica or “COFECE”) published a preliminary opinion on its investigation regarding the card payments’ market identifying four potential barriers to competition that prevent the entry and increase costs for new market participants that hinder innovation and investment and increase merchant acquisition costs. Among other measures, COFECE’s IA proposed ordering that banks divest at least 51% of their stakes in card payment clearing houses (Prosa and E-Global), and that BANXICO and the CNBV eliminate regulatory obstacles and issue regulations to ensure competition. In July 2023, the COFECE’s Board issued a resolution in which it (i) rejected the proposed divestment; (ii) recommended that regulators make regulatory modifications; and (iii) ordered clearing houses to implement a compliance program and appoint an antitrust compliance officer. Separately, in October 2022, COFECE announced that in April 2022 it had started an investigation regarding collusion practices in credit card transactions with deferred monthly payments at zero interest rate. The investigation could extend up to October 2024. As of the date of this Annual Report, BBVA has not been notified or otherwise required to participate or provide any information in the context of this investigation.
Turkey
BBVA’s operations in Turkey are subject to regulation by Turkish national authorities. Apart from fundamental legal rules and product/service-specific legal regulations, the most basic regulation for the sector is the Banking Law No. 5411. The purpose of this law is to regulate the principles and procedures for ensuring confidence and stability in financial markets, the efficient functioning of the credit system and the protection of the rights and interests of depositors.
In general, the rules applicable to products and services that banks in Turkey offer to consumers are more stringent than rules applicable with respect to commercial and corporate banking customers. Besides general consumer protection regulations, there are specific regulations of the Banking Regulation and Supervision Agency (“BRSA”) on banking consumers. Since 2021, the regulations that were introduced in 2020 authorizing the Central Bank of the Republic of Turkey (“CBRT”) to impose restrictions regarding certain fees and commissions that may be charged to customers have been amended. On September 23, 2022, the Procedures and Principles Regarding Fees to be Collected by Banks from Commercial Customers entered into force (through Communiqué No. 2020/4 and further amendments), establishing maximum limits with respect to loan allocation and loan disbursement fees.
In April 2020, BRSA issued a recommendation to protect the value of the Turkish lira through ensuring that the customers who are granted cash loans, do not use the loan amounts for buying foreign currency or gold, opening time deposit accounts, investing in securities or repurchase agreements and transferring such funds abroad other than with an export purpose. Furthermore, to protect Turkish lira-denominated deposits from volatility in exchange rates, the Communiqué on Supporting the Conversion of Turkish Lira Deposits and Participation Accounts (No: 2021/14) regulating the Foreign Currency Protected Turkish Lira Deposit Account product was amended in 2022. Accordingly, domestic legal entities could open Turkish Lira Deposit and Participation Accounts with their existing balances in banks between December 31, 2021 and June 30, 2022. With the amendment on December 1, 2023, this date range was deleted altogether as per the Communiqué on Amending the Communiqué on Supporting the Conversion of Turkish Lira Deposits and Participation Accounts. As per the latest amendments in December 2023, the CBRT determined that domestic legal entities may open Turkish Lira Deposit and Participation Accounts with their existing balances already held at banks in other currencies since June 30, 2023. According to the CBRT letter dated December 29, 2023 addressed to banks in Turkey, no new accounts in this nature will be opened after January 1, 2024.
Since November 2020, the CBRT establishes the interest applicable to credit cards, which is also applied to overdraft accounts, on the last fifth business day of each month. Floating interest rates can be applied to Turkish lira deposits with a maturity of three months or more, and to foreign currency deposits with a maturity of more than six months. Pursuant to CBRT legislation, banks are free to determine the interest rates on deposits and loans. However, the yearly interest rate on current deposit accounts may not exceed 0.25%, significantly below the inflation rate (64.77% in December 2023).
Substantial amendments were introduced to the Regulation on Payment Services and Electronic Money Issuance and Payment Service Providers and to the Communiqué on Information Systems of Payment and Electronic Money Institutions and Data Sharing Services of Payment Service Providers in Payment Services Area on October 7, 2023. The amendments added the definition of digital wallet to the legislation and include regulation on digital wallet services. The amendments also amend the procedures that institutions must follow when remotely verifying the identity of a person involved in a transaction conducted by means of remote communication and include procedures for the transfer of data to relevant third parties abroad, upon the request or instruction from a customer, in connection with a payment transaction.
The Decision of the Board of the Public Oversight, Accounting and Auditing Standards Authority (POA) on the implementation of the Turkish Sustainability Reporting Standards (“TSRS”) was published on December 29, 2023 and entered into force as of January 1, 2024. The Decision regulates the scope of the implementation of TSRS 1 “General Provisions on Disclosure of Sustainability Related Financial Information” and TSRS 2 “Climate Related Disclosures” standards that organizations, institutions and entities in Turkey must consider when preparing their sustainability reports. The aim of the TSRS is to enhance access to green financing for enterprises established in Turkey and they were determined by the POA by considering the International Sustainability Reporting Standards.
Two new regulations entered into force on January 1, 2024: the Regulation on Lending Transactions of Banks, which regulates the procedures and principles applicable to loans made by banks in Turkey, and the Regulation on the Determination of Risk Groups and Loan Limits, which sets out the procedures and principles for determining risk groups and calculating loan limits on a consolidated and an unconsolidated level. Both regulations replace the relevant provisions of the Regulation on Lending Transactions of Banks of November 1, 2006, which have been split into these two new separate regulations. The regulations aim to ensure the full harmonization of banking legislation with Basel III standards. Accordingly, more comprehensive and stricter rules are included for the determination of risk groups and loan limits.
A regulation amending the Regulation on Consumer Loan Agreements was published on September 23, 2022. Changes regarding the required preliminary information to be provided to borrowers and the mandatory content of the fixed term consumer loan agreement entered into force on January 1, 2023, while other changes entered into force on October 1, 2022. As a result of the amendments made to the Regulation on Consumer Loan Agreements, the scope of the information required to be included in the information form given to the consumers with respect to the relevant loan was expanded. Further, loan-related insurances can be entered into only upon the relevant consumer’s request.
On January 15, 2023, the CBRT amended the Communiqué on Reserve Requirements so that (starting with the maintenance period starting on February 3, 2023), the reserve requirement rate for Turkish Lira deposit accounts and participation accounts held by certain customers with maturities longer than three months is 0%. Additionally, if there is an increase (compared to January 6, 2023, based upon a calculation to be made on the last Friday of every two-week period) in a bank’s foreign currency-denominated liabilities with maturities longer than six months provided directly from abroad6, the reserve requirement rate for such increased amount is 0% until December 20, 2024. On September 14, 2023, the CBRT amended the Communiqué Regarding Reserve Requirements (effective as of September 1, 2023) to require banks to hold mandatory reserves at the rate of 25% for foreign exchange protected Turkish Lira-denominated deposit accounts with an original maturity of up to six months and 5% for those with a longer maturity. However, on November 2, 2023, the CBRT further amended the Communiqué Regarding Reserve Requirements (effective as of October 27, 2023) and increased such rates by 500 basis points. On August 20, 2023, the CBRT again amended the Communiqué Regarding Reserve Requirements (effective as of August 18, 2023) to increase reserve requirement ratios for foreign currency-denominated deposits and participation funds (excluding those obtained from banks abroad) on demand or with a maturity of up to (and including) one month from 25% to 29%, and on November 2, 2023 (effective as of October 27, 2023) increased again such ratio from 29% to 30%. In addition, the November 2, 2023 amendment also increased the reserve requirement ratios applicable to foreign currency-denominated deposits and participation funds (excluding those obtained from banks abroad) with a maturity of: (a) more than one month and up to (but excluding) one year, from 25% to 26% and (b) one year or more, from 19% to 20%. This amendment also introduced an additional reserve requirement of 4% (to be deposited in Turkish Lira in CBRT for all foreign currency-denominated deposits and participation funds (excluding those obtained from banks abroad) regardless of their maturities. This reserve requirement was increased to 8% as of January 2024.
6 Per the Communiqué on Reserve Requirements, the liabilities subject to reserve requirement are as follows: (i) Deposits/participation funds (ii) funds from repo transactions (except those received from Borsa Istanbul markets), (iii) loans obtained (except the loans guaranteed by the Treasury of the Republic of Türkiye) (iv) securities issued (v) subordinated debt that are not taken into account into the calculation of own funds (vi) liabilities to the head office located abroad (vii) debt to contracted merchants due to credit card transactions (viii) borrower funds of investment Banks.
Pursuant to an amendment to the Regulation on the Maintenance of Securities made on December 22, 2023, each bank in Turkey (including Garanti BBVA) is required to hold an amount of securities (consisting of Turkish lira-denominated long-term government debt securities and lease certificates issued by the Leasing Company of Under secretariat of Treasury) equal to 4% of the amount of the foreign currency deposits, participation funds and precious metals accounts held by the customers with such bank as well as the funds from foreign exchange-denominated repo transactions. As per the amendments introduced in 2023 by the CBRT each Turkish bank must hold additional Turkish lira-denominated securities issued by the Turkish government if the conversion rate from foreign currency deposits to Turkish lira deposits is below a certain percentage (10% as of August 2023). In short, lenders are being mandated to convert such percentage of their foreign currency deposits into Turkish lira or increase their holdings of government bonds equivalent to the amount they failed to convert. This requirement will not apply to banks whose aggregate deposits/participation fund size in foreign currency is below an amount determined by the CBRT from time to time. In addition, the CBRT announced that from October 27, 2023, each Turkish bank is required to pay an annual fee to the CBRT in an amount up to 11% of the reserves required to be held by such bank with respect to its foreign currency deposits. The CBRT continues to issue letters and instructions to further clarify the implementation of these requirements on a regular basis.
In December 2023, the Tax Procedure Law was amended with respect to the inflation-adjustment calculations with the aim of eliminating the effects of ongoing high inflation on financial statements and mitigating the adverse effects of inflation in taxation (as inflation results in tax revenue losses for the government).
With this recent amendment, the difference between profit/loss arising from the inflation adjustments for the 2024 and 2025 accounting periods (including the temporary tax periods) will not be taken into account in determination of the earnings of the banks, companies within the scope of the Financial Leasing, Factoring, Financing and Savings Financing Companies Law No. 6361, payment and electronic money institutions, authorized foreign exchange institutions, asset management companies, capital market institutions, insurance and reinsurance companies, pension companies. It can be concluded that the aforementioned institutions will make inflation adjustments in 2024 and 2025 and may apply depreciation over the adjusted values, however, they will not be able to take into account the profits or losses that will arise as a result of the inflation adjustment in determining their earnings.
Garanti BBVA is required to conduct its investment banking business in accordance with the Turkish Capital Market Law and various related regulations issued by Capital Market Board of Turkey. As a commercial bank, Garanti BBVA has a license to carry out the following activities: (i) receipt and transmission of orders in relation to capital market instruments, (ii) execution of orders in relation to capital market instruments (except shares and derivative instruments based on stock indices or stocks) in the name and account of the customer or in its own name and in the account of the customer, (iii) dealing for its own account (except for derivative instruments based on stock indices and stocks) and (iv) safekeeping and administration of capital market instruments in the name of the customer and portfolio custody service.
For additional information on certain recent legal and market developments, see “—Competition—Turkey”.
United States
BBVA’s operations in the United States were significantly reduced following the completion of the USA Sale (see “Presentation of Financial Information―Sale of BBVA USA Bancshares, Inc.”). BBVA’s remaining activities and operations in the United States are subject to extensive U.S. federal and state supervision and regulation, and in some cases, U.S. requirements may impose restrictions on BBVA’s global activities.
U.S. Bank Regulation
Because BBVA maintains a branch in the United States, BBVA is a foreign banking organization and a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956, as amended (the “BHC Act”) and the International Banking Act of 1978, as amended (the “IBA”), and as a result, BBVA is subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). BBVA has also elected to be treated as a financial holding company. To continue to be treated as a financial holding company, each of BBVA and BBVA Bancomer, S.A. must maintain certain regulatory capital ratios above minimum requirements and must be deemed to be “well-managed” for U.S. bank regulatory purposes.
As a bank holding company, BBVA’s direct and indirect activities and investments in the United States are limited to banking activities and certain non-banking activities that are “closely related to banking”, as determined by the Federal Reserve, and certain other activities permitted under the BHC Act and IBA. As a bank holding company that has elected to be treated as a financial holding company, BBVA can also engage in direct and indirect activities and investments in the United States that are “financial in nature”, as determined by the Federal Reserve, and certain other activities permitted under the BHC Act and IBA. BBVA is required to obtain the prior approval of the Federal Reserve before acquiring, directly or indirectly, the ownership or control of more than 5% of any class of voting securities of any U.S. bank or bank holding company.
BBVA’s non-FDIC insured New York branch is supervised by the Federal Reserve through the Federal Reserve Bank of New York, as well as licensed and supervised by the New York State Department of Financial Services. BBVA Bancomer, S.A.’s agency office in Houston, Texas is a non-FDIC insured agency office of BBVA Bancomer, S.A., an indirect subsidiary of BBVA, which is licensed under the laws of the State of Texas and supervised by the Texas Department of Banking and the Federal Reserve Bank of Dallas. BBVA’s U.S. branch and agency are subject to additional liquidity requirements.
Sections 23A and 23B of Federal Reserve Act and Regulation W place various qualitative and quantitative restrictions on transactions between BBVA’s U.S. branch and agency and BBVA’s U.S. broker-dealer subsidiary with regard to extensions of credit, credit exposures arising from derivative transactions, and securities borrowing and lending transactions or engaging in certain other transactions involving the U.S. branch and agency. Such transactions must be on terms that would ordinarily be offered to unaffiliated entities, must be secured by designated amounts of specified collateral, and are subject to quantitative limitations.
As of December 31, 2020, under the Federal Reserve’s rules, BBVA became a Category IV foreign banking organization for purposes of the Federal Reserve’s enhanced prudential standards rules under Regulation YY. However, due to the USA Sale, as of the beginning of the second quarter of 2022, BBVA has had less than $100 billion in combined U.S. assets for each of the four most recent calendar quarters and therefore is no longer treated as a Category IV foreign banking organization. As a result, BBVA is no longer subject to the enhanced prudential standards applicable to Category IV foreign banking organizations under Regulation YY. Despite this change in status, BBVA continues to be subject to certain Federal Reserve regulations under Regulation YY related to its compliance with Spanish capital adequacy standards, risk management and governance requirements, and liquidity and capital stress testing requirements based on its worldwide total assets.
BBVA continues to be subject to U.S. resolution planning requirements following the USA Sale. Under Title I of the Dodd-Frank Act and implementing regulations issued by the Federal Reserve and the FDIC, BBVA must prepare and submit a plan for the orderly resolution of its U.S. subsidiaries and U.S. operations in the event of future material financial distress or failure (the “Title I Resolution Plan”). Based on its worldwide total assets, BBVA is required to file a reduced Title I Resolution Plan once every three years, with its next Title I Resolution Plan due July 1, 2025.
BBVA also continues to be subject to the Volcker Rule following the USA Sale. The Volcker Rule prohibits a foreign bank that maintains a branch or agency in the United States, such as BBVA, and its affiliates from (1) engaging in “proprietary trading” and (2) investing in or sponsoring certain types of funds (covered funds) subject to certain limited exceptions. The Volcker Rule regulations contain certain exemptions, including for market-making, hedging, underwriting, trading in U.S. government and agency obligations, and permit certain ownership interests in certain types of funds to be retained. They also permit the offering and sponsoring of funds under certain conditions. In the case of non-U.S. banking entities, such as BBVA, there is also an exemption permitting activities conducted solely outside of the United States, provided that certain criteria are satisfied. While, the Volcker Rule regulations impose significant compliance and reporting obligations on banking entities, BBVA is of the view that the impact of the Volcker Rule is not material to its business operations.
Derivatives
BBVA is registered as a “swap dealer” as defined in the Commodity Exchange Act and the regulations promulgated thereunder with the U.S. Commodity Futures Trading Commission (the “CFTC”), which subjects BBVA to regulation and supervision by the CFTC and the National Futures Association. In general, as a non-U.S. swap dealer, BBVA is not subject to all CFTC requirements, including certain business conduct standards, when entering into swaps with non-U.S. counterparties. In addition, subject to certain conditions, BBVA may comply with EU OTC derivatives requirements in lieu of certain CFTC requirements, including portfolio reconciliation, portfolio compression and trade confirmation requirements, pursuant to substituted compliance determinations issued by the CFTC.
BBVA’s worldwide swap activities are also subject to regulations adopted by the European Commission pursuant to the European Market Infrastructure Regulation (“EMIR”) and the EU’s Markets in Financial Instruments Directive (“MiFID”) and other European regulations and directives.
BBVA is not registered as a security-based swap dealer with the SEC.
Anti-Money Laundering; Office of Foreign Assets Control
A major focus of U.S. governmental policy relating to financial institutions in recent years has been aimed at combatting money laundering and terrorist financing. Regulations applicable to BBVA and certain of its affiliates impose obligations to maintain appropriate policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing. In particular, the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), requires financial institutions operating in the United States to, among other things, (a) give special attention to correspondent and payable-through bank accounts; (b) implement enhanced due diligence and “know your customer” standards for private banking and correspondent banking relationships; (c) scrutinize the beneficial ownership and activity of certain non-U.S., private banking and other high-risk customers (e.g., so-called politically exposed persons); and (d) develop and maintain anti-money laundering programs that include customer identification procedures, compliance policies, procedures, and internal controls to ensure the detection and reporting of money laundering and terrorist financing, the designation of a chief compliance officer, as well as training and audit functions. Financial institutions are also expected to maintain compliance programs designed to comply with economic sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control. Failure of a financial institution to maintain and implement adequate anti-money laundering and sanctions compliance programs could have serious legal and reputational consequences for the institution.
Other Regulated U.S. Entities
BBVA’s direct U.S. broker-dealer subsidiary, BBVA Securities Inc. (“BSI”), is subject to regulation and supervision by the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) with respect to its securities activities, as well as various U.S. state regulatory authorities. In addition, the securities underwriting and dealing activities of BSI are subject to regulation and supervision by the Federal Reserve.
The activities of BBVA’s U.S. investment adviser affiliates are regulated and supervised by the SEC.
BBVA’s U.S. insurance agency affiliate is subject to regulation and supervision by various U.S. state insurance regulatory authorities.
Disclosure of Iranian Activities under Section 13(r) of the Exchange Act
The BBVA Group discloses the following information pursuant to Section 13(r) of the Exchange Act, which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified executive orders, including activities not prohibited by U.S. law and conducted outside the United States by non-U.S. affiliates in compliance with local law. In order to comply with this requirement, the Company has requested relevant information from its affiliates globally.
The BBVA Group has the following activities, transactions and dealings with Iran requiring disclosure:
Iranian embassy-related activity. On a continuing basis, Banco Bilbao Vizcaya Argentaria, S.A. maintains a bank account in Spain for one employee of the Iranian embassy in Spain. This employee is a Spanish citizen. Estimated gross revenues for the year ended December 31, 2023, from this account, which include fees and/or commissions, totaled $56.96. The BBVA Group does not allocate direct costs to fees and commissions and therefore has not disclosed a separate profit measure.
C. Organizational Structure
For information on the composition of the BBVA Group as of December 31, 2023, see Note 1.1 to our Consolidated Financial Statements.
The companies comprising the BBVA Group are principally domiciled in the following countries: Argentina, Belgium, Chile, Colombia, France, Germany, Italy, Mexico, Netherlands, Peru, Portugal, Romania, Spain, Switzerland, Turkey, United Kingdom, the United States of America and Uruguay. In addition, BBVA has an active presence in Asia.
Below is a simplified organizational chart of BBVA’s most significant subsidiaries as of December 31, 2023.
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| Subsidiary |
Country of Incorporation |
Activity |
BBVA Voting Power |
BBVA Ownership |
Total Assets (1) |
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(In Percentages) |
(In Millions of Euros) |
| BBVA MEXICO |
MEXICO |
Bank |
100.00 |
100.00 |
150,904 |
GARANTI BBVA |
TURKEY |
Bank |
85.97 |
85.97 |
56,900 |
| BBVA PERU |
PERU |
Bank |
92.24 (2) |
46.12 |
24,471 |
| BBVA COLOMBIA S.A. |
COLOMBIA |
Bank |
95.47 |
95.47 |
23,218 |
| BBVA SEGUROS S.A. DE SEGUROS Y REASEGUROS |
SPAIN |
Insurance |
99.96 |
99.96 |
15,006 |
| BBVA SEGUROS MÉXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO |
MEXICO |
Insurance |
99.98 |
100.00 |
9,868 |
| BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO |
MEXICO |
Insurance |
100.00 |
100.00 |
8,446 |
| BANCO BBVA ARGENTINA S.A. |
ARGENTINA |
Bank |
67.00 |
66.56 |
6,738 |
GARANTIBANK BBVA INTERNATIONAL N.V. (3) |
THE NETHERLANDS |
Bank |
85.97 |
100.00 |
5,735 |
| BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY S.A. |
URUGUAY |
Bank |
100.00 |
100.00 |
3,750 |
(1)Information for non-EU subsidiaries has been calculated using the prevailing exchange rates on December 31, 2023.
(2)Subject to certain exceptions.
(3)BBVA owns 85.97% of Garanti BBVA, which in turn owns 100% of GarantiBank International N.V.
D. Property, Plants and Equipment
We own or rent a substantial network of properties in Spain and abroad, including 1,882 branch offices in Spain and, principally through our various subsidiaries, 4,067 branch offices abroad as of December 31, 2023 (1,886 and 4,154, respectively, as of December 31, 2022). As of December 31, 2023, approximately 47% of our branches in Spain and 72% of our branches abroad were rented from third parties pursuant to leases that may be renewed by mutual agreement (47% and 71%, respectively, as of December 31, 2022). For additional information on property, plants and equipment, see Note 17 to our Consolidated Financial Statements.
E. Selected Statistical Information
The following is a presentation of selected statistical information for the periods indicated. Where required under subpart 1400 of Regulation S-K, we have provided such selected statistical information separately for our domestic and foreign activities, pursuant to our determination, where applicable, that our foreign operations are significant according to Rule 9-05 of Regulation S-X. The allocation of assets and liabilities is based on the domicile of the Group entity at which the relevant asset or liability is accounted for. Domestic balances are those of Group entities domiciled in Spain, which reflect our domestic activities, and international balances are those of the Group entities domiciled outside of Spain, which reflect our foreign activities.
Interest income figures, when used, do not include interest income on non-accruing loans to the extent that cash payments have been received, as a result of the application of the interpretation issued by the International Financial Reporting Interpretations Committee (IFRIC) in its “IFRIC Update” of March 2019 regarding the collection of interest on impaired financial assets under IFRS 9 (Collection of interest on impaired financial assets). Loan fees are included in the computation of interest revenue. Interest income figures include “other income”, which amounted to €297 million, €501 million and €686 million for the years ended December 31, 2023, 2022 and 2021, respectively. For additional information on “interest and other income” see Note 37.1 to our Consolidated Financial Statements.
IFRS 17
As a result of the application of IFRS 17 as of January 1, 2023, selected statistical information for 2022 (including monthly data) was adjusted in order to make it comparable with the information as of and for the year ended December 31, 2023. However, information as of and for the year ended December 31, 2021 is presented following the policies and valuation criteria established by IFRS 4, which was applicable as of December 31, 2021.
USA Sale
The assets and liabilities of the companies included within the scope of the USA Sale were reclassified to “Non-current assets and disposal groups classified as held for sale” and “Liabilities included in disposal groups classified as held for sale”, respectively, from the time of the signing of the relevant share purchase agreement on November 15, 2020, until the completion of the USA Sale on June 1, 2021. However, in order to present annual average data for the year ended December 31, 2021 on a comparable basis, the beginning and month-end balances of the companies included within the scope of the USA Sale were not considered to calculate the average balances of all balance sheet items provided in this section for such year, and were included instead in the calculations of the average balances of “Non interest earning assets” and “Non interest bearing liabilities”, as applicable, until the completion of the USA Sale on June 1, 2021. The same approach was followed to calculate the respective “Interest” and “Average Yield” of balance sheet items. In particular, tables included under “—Average Balances and Rates”, “—Changes in Net Interest Income-Volume and Rate Analysis” and “—Interest Earning Assets—Margin and Spread” were prepared on this basis.
The USA Sale was completed on June 1, 2021 and, therefore, BBVA no longer consolidated the related assets and liabilities as of December 31, 2021.
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. We have not recalculated tax-exempt income on a tax-equivalent basis because the effect of doing so would not be significant.
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Average Balance Sheet - Assets and Interest from Interest Earning Assets |
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Year ended December 31, 2023 |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
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Average Balance |
Interest |
Average Yield |
Average Balance |
Interest |
Average Yield |
Average Balance |
Interest |
Average Yield |
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(In Millions of Euros, Except Percentages) |
| Total Assets (1) |
748,459 |
47,850 |
6.39 |
% |
701,093 |
31,432 |
4.48 |
% |
678,563 |
23,015 |
3.39 |
% |
| Interest-earning assets |
694,361 |
47,850 |
6.89 |
% |
646,511 |
31,432 |
4.86 |
% |
583,660 |
23,015 |
3.94 |
% |
| Cash and balances with central banks and other demand deposits |
70,177 |
2,482 |
3.54 |
% |
70,719 |
722 |
1.02 |
% |
52,475 |
41 |
0.08 |
% |
| Domestic |
42,535 |
1,394 |
3.28 |
% |
41,286 |
191 |
0.46 |
% |
27,041 |
— |
— |
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| Foreign |
27,642 |
1,088 |
3.94 |
% |
29,432 |
531 |
1.80 |
% |
25,434 |
41 |
0.16 |
% |
| Financial assets held for trading |
85,279 |
4,870 |
5.71 |
% |
68,297 |
2,082 |
3.05 |
% |
60,046 |
1,534 |
2.56 |
% |
| Domestic |
66,812 |
2,482 |
3.72 |
% |
52,114 |
507 |
0.97 |
% |
44,710 |
129 |
0.29 |
% |
| Foreign |
18,467 |
2,387 |
12.93 |
% |
16,182 |
1,575 |
9.73 |
% |
15,336 |
1,406 |
9.17 |
% |
| Financial assets at fair value through other comprehensive income |
62,677 |
3,791 |
6.05 |
% |
67,527 |
4,011 |
5.94 |
% |
69,167 |
2,263 |
3.27 |
% |
| Domestic |
32,682 |
777 |
2.38 |
% |
38,994 |
682 |
1.75 |
% |
50,280 |
602 |
1.20 |
% |
| Foreign |
29,995 |
3,014 |
10.05 |
% |
28,533 |
3,329 |
11.67 |
% |
18,887 |
1,661 |
8.80 |
% |
| Financial assets at amortized cost |
434,214 |
36,063 |
8.31 |
% |
397,207 |
23,800 |
5.99 |
% |
366,751 |
18,328 |
5.00 |
% |
| Domestic |
211,019 |
8,142 |
3.86 |
% |
203,286 |
3,732 |
1.84 |
% |
196,847 |
3,063 |
1.56 |
% |
| Foreign |
223,195 |
27,921 |
12.51 |
% |
193,920 |
20,068 |
10.35 |
% |
169,904 |
15,265 |
8.98 |
% |
| Debt securities |
44,609 |
1,415 |
3.17 |
% |
32,434 |
719 |
2.22 |
% |
35,615 |
704 |
1.98 |
% |
| Domestic |
29,407 |
748 |
2.54 |
% |
21,990 |
239 |
1.09 |
% |
22,240 |
171 |
0.77 |
% |
| Foreign |
15,202 |
667 |
4.38 |
% |
10,443 |
480 |
4.59 |
% |
13,375 |
534 |
3.99 |
% |
| Loans and advances |
389,605 |
34,648 |
8.89 |
% |
364,773 |
23,082 |
6.33 |
% |
331,136 |
17,623 |
5.32 |
% |
| Central banks |
5,720 |
508 |
8.88 |
% |
5,601 |
152 |
2.71 |
% |
5,541 |
462 |
8.35 |
% |
| Domestic |
30 |
1 |
3.33 |
% |
84 |
— |
0.22 |
% |
132 |
— |
0.06 |
% |
| Foreign |
5,690 |
507 |
8.91 |
% |
5,517 |
152 |
2.75 |
% |
5,409 |
462 |
8.55 |
% |
| Credit institutions |
16,595 |
1,451 |
8.75 |
% |
13,973 |
661 |
4.73 |
% |
12,460 |
359 |
2.88 |
% |
| Domestic |
9,472 |
828 |
8.74 |
% |
7,350 |
130 |
1.76 |
% |
6,276 |
11 |
0.18 |
% |
| Foreign |
7,123 |
623 |
8.75 |
% |
6,622 |
531 |
8.02 |
% |
6,184 |
347 |
5.62 |
% |
| Government |
22,478 |
1,427 |
6.35 |
% |
20,526 |
805 |
3.92 |
% |
19,360 |
491 |
2.53 |
% |
| Domestic |
12,541 |
323 |
2.58 |
% |
12,100 |
147 |
1.21 |
% |
12,408 |
123 |
1.00 |
% |
| Foreign |
9,937 |
1,104 |
11.11 |
% |
8,426 |
659 |
7.82 |
% |
6,952 |
367 |
5.28 |
% |
| Other financial corporations |
12,822 |
987 |
7.70 |
% |
12,093 |
453 |
3.75 |
% |
9,466 |
288 |
3.05 |
% |
| Domestic |
5,224 |
375 |
7.18 |
% |
5,929 |
109 |
1.84 |
% |
4,488 |
35 |
0.78 |
% |
| Foreign |
7,598 |
612 |
8.05 |
% |
6,164 |
344 |
5.58 |
% |
4,978 |
253 |
5.09 |
% |
| Individuals |
165,941 |
15,244 |
9.19 |
% |
155,150 |
11,222 |
7.23 |
% |
147,271 |
9,153 |
6.22 |
% |
| Domestic |
92,119 |
3,391 |
3.68 |
% |
93,586 |
1,868 |
2.00 |
% |
93,585 |
1,667 |
1.78 |
% |
| Mortgages |
70,392 |
2,217 |
3.15 |
% |
71,354 |
817 |
1.14 |
% |
73,806 |
642 |
0.87 |
% |
| Other |
21,727 |
1,174 |
5.40 |
% |
22,233 |
1,051 |
4.73 |
% |
19,779 |
1,025 |
5.18 |
% |
| Foreign |
73,822 |
11,852 |
16.05 |
% |
61,564 |
9,354 |
15.19 |
% |
53,686 |
7,486 |
13.94 |
% |
| Mortgages |
25,835 |
2,440 |
9.45 |
% |
22,733 |
1,865 |
8.20 |
% |
19,990 |
1,730 |
8.66 |
% |
| Other |
47,987 |
9,412 |
19.61 |
% |
38,831 |
7,489 |
19.29 |
% |
33,696 |
5,755 |
17.08 |
% |
| Non-financial corporations |
166,049 |
15,032 |
9.05 |
% |
157,430 |
9,788 |
6.22 |
% |
137,038 |
6,870 |
5.01 |
% |
| Domestic |
62,226 |
2,475 |
3.98 |
% |
62,247 |
1,240 |
1.99 |
% |
57,719 |
1,055 |
1.83 |
% |
| Foreign |
103,824 |
12,556 |
12.09 |
% |
95,183 |
8,549 |
8.98 |
% |
79,319 |
5,815 |
7.33 |
% |
| Derivatives and other financial assets (2) |
42,014 |
645 |
1.53 |
% |
42,761 |
817 |
1.91 |
% |
35,221 |
848 |
2.41 |
% |
| Domestic |
30,670 |
(121) |
(0.39) |
% |
31,634 |
304 |
0.96 |
% |
27,055 |
516 |
1.91 |
% |
| Foreign |
11,344 |
765 |
6.75 |
% |
11,127 |
513 |
4.61 |
% |
8,166 |
332 |
4.06 |
% |
| Non interest earning assets (3) |
54,098 |
— |
— |
|
54,582 |
— |
— |
|
94,902 |
— |
— |
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(1)Foreign activity represented 45.12% of the total average assets for the year ended December 31, 2023, 43.13% for the year ended December 31, 2022 and 43.57% for the year ended December 31, 2021.
(2)Includes “Derivatives - Hedge accounting”, “Derivatives - Held for trading” and “Financial assets designated at fair value through profit or loss”.
(3)Includes “Insurance and reinsurance assets”, “Joint ventures and associates”, “Tangible assets”, “Intangible assets”, “Tax assets”, “Non-current assets and disposal groups held for sale”, “Non-trading financial assets mandatorily at fair value through profit or loss” and “Other assets”.
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Average Balance Sheet - Liabilities and Interest Paid on Interest Bearing Liabilities |
|
Year ended December 31, 2023 |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
|
Average Balance |
Interest |
Average Rate Paid |
Average Balance |
Interest |
Average Rate Paid |
Average Balance |
Interest |
Average Rate Paid |
|
(In Millions of Euros, Except Percentages) |
| Total liabilities (1) |
748,459 |
24,761 |
3.31 |
% |
701,093 |
12,309 |
1.76 |
% |
678,563 |
8,329 |
1.23 |
% |
| Interest-bearing liabilities |
663,217 |
24,761 |
3.73 |
% |
621,332 |
12,309 |
1.98 |
% |
567,132 |
8,329 |
1.47 |
% |
| Financial liabilities held for trading |
76,280 |
3,424 |
4.49 |
% |
56,397 |
1,027 |
1.82 |
% |
48,615 |
439 |
0.90 |
% |
| Domestic |
60,308 |
2,087 |
3.46 |
% |
43,096 |
314 |
0.73 |
% |
36,675 |
50 |
0.14 |
% |
| Foreign |
15,972 |
1,337 |
8.37 |
% |
13,301 |
714 |
5.37 |
% |
11,940 |
389 |
3.26 |
% |
| Financial liabilities at amortized cost |
526,650 |
19,215 |
3.65 |
% |
504,309 |
9,335 |
1.85 |
% |
464,675 |
5,785 |
1.24 |
% |
| Domestic |
304,574 |
5,209 |
1.71 |
% |
308,508 |
1,602 |
0.52 |
% |
294,410 |
858 |
0.29 |
% |
| Foreign |
222,076 |
14,007 |
6.31 |
% |
195,801 |
7,733 |
3.95 |
% |
170,265 |
4,926 |
2.89 |
% |
| Debt certificates |
61,289 |
2,349 |
3.83 |
% |
54,687 |
1,681 |
3.07 |
% |
55,963 |
1,194 |
2.13 |
% |
| Domestic |
43,453 |
1,248 |
2.87 |
% |
39,005 |
728 |
1.87 |
% |
40,525 |
565 |
1.40 |
% |
| Foreign |
17,836 |
1,101 |
6.17 |
% |
15,682 |
953 |
6.08 |
% |
15,438 |
629 |
4.07 |
% |
| Deposits |
465,360 |
16,867 |
3.62 |
% |
449,622 |
7,654 |
1.70 |
% |
408,712 |
4,590 |
1.12 |
% |
| Central banks |
26,864 |
1,574 |
5.86 |
% |
49,586 |
601 |
1.21 |
% |
49,262 |
69 |
0.14 |
% |
| Domestic |
16,215 |
600 |
3.70 |
% |
42,239 |
140 |
0.33 |
% |
40,915 |
10 |
0.02 |
% |
| Foreign |
10,649 |
973 |
9.14 |
% |
7,347 |
461 |
6.28 |
% |
8,347 |
59 |
0.71 |
% |
| Credit institutions |
39,695 |
2,424 |
6.11 |
% |
25,701 |
904 |
3.52 |
% |
22,539 |
703 |
3.12 |
% |
| Domestic |
32,493 |
1,610 |
4.95 |
% |
17,479 |
274 |
1.57 |
% |
15,221 |
19 |
0.12 |
% |
| Foreign |
7,202 |
814 |
11.31 |
% |
8,222 |
631 |
7.67 |
% |
7,318 |
684 |
9.35 |
% |
| Government |
26,919 |
1,027 |
3.82 |
% |
22,830 |
621 |
2.72 |
% |
18,106 |
621 |
3.43 |
% |
| Domestic |
14,836 |
277 |
1.87 |
% |
12,068 |
17 |
0.14 |
% |
10,022 |
2 |
0.02 |
% |
| Foreign |
12,083 |
750 |
6.21 |
% |
10,762 |
604 |
5.61 |
% |
8,084 |
619 |
7.65 |
% |
| Other financial corporations |
26,665 |
1,418 |
5.32 |
% |
20,435 |
549 |
2.68 |
% |
19,740 |
287 |
1.45 |
% |
| Domestic |
13,192 |
716 |
5.43 |
% |
12,221 |
216 |
1.76 |
% |
12,115 |
125 |
1.03 |
% |
| Foreign |
13,473 |
703 |
5.21 |
% |
8,214 |
333 |
4.05 |
% |
7,625 |
162 |
2.13 |
% |
| Individuals |
236,151 |
5,461 |
2.31 |
% |
226,599 |
2,699 |
1.19 |
% |
207,828 |
1,704 |
0.82 |
% |
| Domestic |
143,506 |
294 |
0.20 |
% |
144,712 |
139 |
0.10 |
% |
137,554 |
129 |
0.09 |
% |
| Foreign |
92,645 |
5,168 |
5.58 |
% |
81,887 |
2,560 |
3.13 |
% |
70,274 |
1,575 |
2.24 |
% |
| Non-financial corporations |
109,066 |
4,962 |
4.55 |
% |
104,471 |
2,280 |
2.18 |
% |
91,237 |
1,207 |
1.32 |
% |
| Domestic |
40,880 |
464 |
1.13 |
% |
40,784 |
89 |
0.22 |
% |
38,058 |
9 |
0.02 |
% |
| Foreign |
68,187 |
4,498 |
6.60 |
% |
63,687 |
2,191 |
3.44 |
% |
53,180 |
1,198 |
2.25 |
% |
| Provisions |
2,494 |
174 |
6.97 |
% |
3,046 |
116 |
3.81 |
% |
3,958 |
71 |
1.80 |
% |
| Domestic |
2,217 |
100 |
4.51 |
% |
2,908 |
56 |
1.94 |
% |
3,780 |
20 |
0.53 |
% |
| Foreign |
277 |
74 |
26.63 |
% |
139 |
60 |
43.18 |
% |
178 |
51 |
28.62 |
% |
| Derivatives and other financial liabilities (2) |
57,793 |
1,948 |
3.37 |
% |
57,580 |
1,830 |
3.18 |
% |
49,884 |
2,034 |
4.08 |
% |
| Domestic |
34,796 |
844 |
2.43 |
% |
37,423 |
124 |
0.33 |
% |
34,571 |
110 |
0.32 |
% |
| Foreign |
22,997 |
1,104 |
4.80 |
% |
20,156 |
1,706 |
8.46 |
% |
15,313 |
1,924 |
12.56 |
% |
| Non-interest bearing liabilities and Equity (3) |
85,242 |
— |
— |
79,761 |
— |
— |
111,431 |
— |
— |
(1)Foreign activity represented 40.05% of the total average liabilities for the year ended December 31, 2023, 37.39% for the year ended December 31, 2022 and 37.94% for the year ended December 31, 2021.
(2)Includes “Insurance and reinsurance liabilities”, “Derivatives - Hedge accounting”, “Financial liabilities held for trading” and “Financial liabilities designated at fair value through profit or loss”.
(3)Includes “Tax liabilities”, “Liabilities included in disposal groups classified as held for sale” and “Other liabilities”.
Changes in Net Interest Income-Volume and Rate Analysis
The following tables allocate changes in our net interest income between changes in volume and changes in rate for the year ended December 31, 2023 compared with the year ended December 31, 2022, and the year ended December 31, 2022 compared with the year ended December 31, 2021. 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 such table are interest payments on loans which are made in a period other than the period in which they are due.
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2023 / 2022 |
|
Increase (Decrease) Due to Changes in |
|
Volume (1) |
Rate (2) |
Net Change |
|
(In Millions of Euros) |
| Interest income |
|
|
|
| Cash and balances with central banks and other demand deposits |
(6) |
1,765 |
1,760 |
| Domestic |
6 |
1,197 |
1,203 |
| Foreign |
(32) |
589 |
557 |
| Financial assets held for trading |
518 |
2,270 |
2,788 |
| Domestic |
143 |
1,833 |
1,976 |
| Foreign |
222 |
590 |
812 |
| Financial assets at fair value through other comprehensive income |
(288) |
68 |
(220) |
| Domestic |
(110) |
206 |
96 |
| Foreign |
171 |
(486) |
(316) |
| Financial assets at amortized cost |
2,217 |
10,045 |
12,263 |
| Domestic |
142 |
4,268 |
4,410 |
| Foreign |
3,030 |
4,823 |
7,853 |
| Debt securities |
270 |
426 |
696 |
| Domestic |
81 |
429 |
509 |
| Foreign |
219 |
(31) |
187 |
| Loans and advances |
1,571 |
9,995 |
11,567 |
| Central banks |
3 |
353 |
356 |
| Domestic |
— |
1 |
1 |
| Foreign |
5 |
351 |
355 |
| Credit institutions |
124 |
666 |
790 |
| Domestic |
37 |
661 |
698 |
| Foreign |
40 |
52 |
92 |
| Government |
77 |
545 |
621 |
| Domestic |
5 |
171 |
177 |
| Foreign |
118 |
327 |
445 |
| Other financial corporations |
27 |
507 |
534 |
| Domestic |
(13) |
279 |
266 |
| Foreign |
80 |
188 |
268 |
| Individuals |
781 |
3,241 |
4,022 |
| Domestic |
(29) |
1,553 |
1,524 |
| Mortgages |
(11) |
1,412 |
1,401 |
| Other |
(18) |
141 |
123 |
| Foreign |
1,863 |
635 |
2,498 |
| Mortgages |
254 |
321 |
575 |
| Other |
1,608 |
315 |
1,923 |
| Non-financial corporations |
536 |
4,707 |
5,243 |
| Domestic |
— |
1,236 |
1,236 |
| Foreign |
776 |
3,231 |
4,008 |
| Derivatives and other financial assets |
(14) |
(158) |
(173) |
| Domestic |
(9) |
(416) |
(425) |
| Foreign |
10 |
242 |
252 |
| Total income |
2,124 |
14,294 |
16,418 |
(1)The volume effect is calculated as the result of the average interest rate of the earlier period multiplied by the difference between the average balances of both periods.
(2)The rate effect is calculated as the result of the average balance of the earlier period multiplied by the difference between the average interest rates of both periods.
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|
2023 / 2022 |
|
Increase (Decrease) Due to Changes in |
|
Volume (1) |
Rate (2) |
Net Change |
|
(In Millions of Euros) |
| Interest expense |
|
|
|
| Financial liabilities held for trading |
362 |
2,034 |
2,396 |
| Domestic |
125 |
1,648 |
1,773 |
| Foreign |
143 |
479 |
623 |
| Financial liabilities at amortized cost |
414 |
9,467 |
9,881 |
| Domestic |
(20) |
3,627 |
3,607 |
| Foreign |
1,038 |
5,236 |
6,274 |
| Debt certificates |
203 |
464 |
667 |
| Domestic |
83 |
437 |
520 |
| Foreign |
131 |
17 |
148 |
| Deposits |
268 |
8,945 |
9,213 |
| Central banks |
(275) |
1,248 |
973 |
| Domestic |
(86) |
547 |
461 |
| Foreign |
207 |
305 |
512 |
| Credit institutions |
492 |
1,028 |
1,520 |
| Domestic |
235 |
1,101 |
1,336 |
| Foreign |
(78) |
262 |
184 |
| Government |
111 |
295 |
407 |
| Domestic |
4 |
257 |
261 |
| Foreign |
74 |
72 |
146 |
| Other financial corporations |
167 |
703 |
870 |
| Domestic |
17 |
483 |
500 |
| Foreign |
213 |
156 |
370 |
| Individuals |
114 |
2,649 |
2,762 |
| Domestic |
(1) |
156 |
155 |
| Foreign |
336 |
2,271 |
2,608 |
| Non-financial corporations |
100 |
2,581 |
2,681 |
| Domestic |
— |
375 |
375 |
| Foreign |
155 |
2,152 |
2,307 |
| Provisions |
(21) |
79 |
58 |
| Domestic |
(13) |
57 |
44 |
| Foreign |
60 |
(46) |
14 |
| Derivatives and other financial liabilities (3) |
7 |
111 |
118 |
| Domestic |
(9) |
729 |
720 |
| Foreign |
240 |
(842) |
(602) |
| Total expense |
832 |
11,621 |
12,452 |
| Net interest income |
|
|
3,966 |
(1)The volume effect is calculated as the result of the average interest rate of the earlier period multiplied by the difference between the average balances of both periods.
(2)The rate effect is calculated as the result of the average balance of the earlier period multiplied by the difference between the average interest rates of both periods.
(3)Includes “Insurance and reinsurance liabilities”, “Derivatives - Hedge accounting”, “Financial liabilities held for trading” and “Financial liabilities designated at fair value through profit or loss”.
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|
|
|
|
|
|
|
|
|
|
|
|
2022 / 2021 |
|
Increase (Decrease) Due to Changes in |
|
Volume (1) |
Rate (2) |
Net Change |
|
(In Millions of Euros) |
| Interest income |
|
|
|
| Cash and balances with central banks and other demand deposits |
14 |
667 |
681 |
| Domestic |
— |
191 |
191 |
| Foreign |
6 |
484 |
490 |
| Financial assets held for trading |
211 |
336 |
547 |
| Domestic |
21 |
357 |
378 |
| Foreign |
78 |
92 |
169 |
| Financial assets at fair value through other comprehensive income |
(54) |
1,801 |
1,748 |
| Domestic |
(135) |
214 |
79 |
| Foreign |
848 |
820 |
1,668 |
| Financial assets at amortized cost |
1,522 |
3,951 |
5,473 |
| Domestic |
100 |
569 |
669 |
| Foreign |
2,158 |
2,646 |
4,804 |
| Debt securities |
(63) |
77 |
14 |
| Domestic |
(2) |
70 |
68 |
| Foreign |
(117) |
63 |
(54) |
| Loans and advances |
1,790 |
3,668 |
5,458 |
| Central banks |
5 |
(316) |
(311) |
| Domestic |
— |
— |
— |
| Foreign |
9 |
(320) |
(311) |
| Credit institutions |
44 |
259 |
302 |
| Domestic |
2 |
116 |
118 |
| Foreign |
25 |
159 |
184 |
| Government |
30 |
285 |
315 |
| Domestic |
(3) |
26 |
23 |
| Foreign |
78 |
214 |
292 |
| Other financial corporations |
80 |
84 |
165 |
| Domestic |
11 |
63 |
74 |
| Foreign |
60 |
30 |
91 |
| Individuals |
490 |
1,579 |
2,069 |
| Domestic |
— |
201 |
201 |
| Mortgages |
(21) |
196 |
174 |
| Other |
21 |
5 |
26 |
| Foreign |
1,099 |
770 |
1,868 |
| Mortgages |
237 |
(103) |
135 |
| Other |
861 |
873 |
1,734 |
| Non-financial corporations |
1,022 |
1,897 |
2,919 |
| Domestic |
83 |
102 |
185 |
| Foreign |
1,163 |
1,571 |
2,734 |
| Derivatives and other financial assets |
182 |
(212) |
(31) |
| Domestic |
87 |
(299) |
(212) |
| Foreign |
120 |
61 |
181 |
| Total income |
764 |
7,654 |
8,418 |
(1)The volume effect is calculated as the result of the average interest rate of the earlier period multiplied by the difference between the average balances of both periods.
(2)The rate effect is calculated as the result of the average balance of the earlier period multiplied by the difference between the average interest rates of both periods.
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|
2022 / 2021 |
|
Increase (Decrease) Due to Changes in |
|
Volume (1) |
Rate (2) |
Net Change |
|
(In Millions of Euros) |
| Interest expense |
|
|
|
| Financial liabilities held for trading |
70 |
519 |
589 |
| Domestic |
9 |
255 |
264 |
| Foreign |
44 |
281 |
325 |
| Financial liabilities at amortized cost |
493 |
3,057 |
3,550 |
| Domestic |
41 |
702 |
743 |
| Foreign |
739 |
2,068 |
2,807 |
| Debt certificates |
(27) |
514 |
487 |
| Domestic |
(21) |
184 |
163 |
| Foreign |
10 |
314 |
324 |
| Deposits |
459 |
2,604 |
3,063 |
| Central banks |
— |
532 |
532 |
| Domestic |
— |
130 |
130 |
| Foreign |
(7) |
409 |
402 |
| Credit institutions |
99 |
103 |
201 |
| Domestic |
3 |
252 |
255 |
| Foreign |
85 |
(138) |
(54) |
| Government |
162 |
(162) |
— |
| Domestic |
— |
14 |
14 |
| Foreign |
205 |
(220) |
(15) |
| Other financial corporations |
10 |
251 |
262 |
| Domestic |
1 |
90 |
91 |
| Foreign |
13 |
158 |
171 |
| Individuals |
154 |
841 |
995 |
| Domestic |
7 |
3 |
10 |
| Foreign |
260 |
725 |
985 |
| Non-financial corporations |
175 |
898 |
1,074 |
| Domestic |
1 |
80 |
80 |
| Foreign |
237 |
757 |
993 |
| Provisions |
(16) |
61 |
45 |
| Domestic |
(5) |
41 |
36 |
| Foreign |
(11) |
20 |
9 |
| Derivatives and other financial liabilities (3) |
314 |
(518) |
(204) |
| Domestic |
9 |
5 |
14 |
| Foreign |
609 |
(827) |
(218) |
| Total expense |
277 |
3,704 |
3,980 |
| Net interest income |
|
|
4,438 |
(1)The volume effect is calculated as the result of the average interest rate of the earlier period multiplied by the difference between the average balances of both periods.
(2)The rate effect is calculated as the result of the average balance of the earlier period multiplied by the difference between the average interest rates of both periods.
(3)Includes “Insurance and reinsurance liabilities”, “Derivatives - Hedge accounting”, “Financial liabilities held for trading” and “Financial liabilities designated at fair value through profit or loss”.
Interest Earning Assets—Margin and Spread
The following table analyzes the levels of our average interest earning assets and illustrates the comparative gross and net yields and spread obtained for each of the years indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros, Except Percentages) |
| Average interest earning assets |
694,361 |
646,511 |
583,660 |
| Gross yield (1) |
6.9% |
4.9% |
3.9% |
| Net yield (2) |
3.3% |
3.0% |
2.5% |
| Average effective rate paid on interest-bearing liabilities |
3.7% |
2.0% |
1.5% |
| Spread (3) |
3.2% |
2.9% |
2.5% |
(1)“Gross yield” represents interest income divided by average interest-earning assets.
(2)“Net yield” represents net interest income divided by average interest-earning assets.
(3)“Spread” is the difference between “Gross yield” and the “Average effective rate paid on interest-bearing liabilities”.
ASSETS
Interest-Bearing Deposits in Other Banks
As of December 31, 2023, interbank deposits (excluding deposits with central banks) (which are recorded under “Loans and advances to credit institutions” in the “Financial assets held for trading”, “Financial assets at amortized cost” and “Financial assets at fair value through other comprehensive income” portfolios), represented 9.6% of our total assets (compared to 5.8% of our total assets as of December 31, 2022). Of such interbank deposits, 11.5% were held outside of Spain and 88.5% 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. However, such deposits are subject to the risk that the deposit banks may fail or that such banks 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, 2023, our total securities portfolio (consisting of investment securities and loans and advances recorded under “Financial assets held for trading” and “Financial assets at fair value through other comprehensive income” portfolios) was carried on our consolidated balance sheet at a carrying amount (equivalent to its market or appraised value as of such date) of €168,954 million, representing 21.8% of our total assets, a 24.1% increase compared to our total securities portfolio as of December 31, 2022, mainly as a result of the increase in loans to credit institutions (through reverse repurchase agreements) recorded under “Financial assets held for trading” in Spain, and, to a lesser extent the acquisition of sovereign debt securities in Mexico. €20,035 million, or 11.9%, of our securities portfolio as of December 31, 2023 consisted of Spanish Treasury bonds and Treasury bills. The average yield during 2023 on the investment securities that BBVA held was 6.7%, compared with an average yield of approximately 4.5% earned on loans and advances in the portfolios “Financial assets held for trading” and “Financial assets at fair value through other comprehensive income” during 2023. See Notes 10 and 13 to our Consolidated Financial Statements for additional information.
The tables in Note 8.1 and the first table in Note 13.3 to our Consolidated Financial Statements set forth the fair value and the book value of our debt securities and equity instruments recorded under “Financial assets at fair value through other comprehensive income” as of December 31, 2023, 2022 and 2021.
Notes 8.2 and 14.2 to our Consolidated Financial Statements set forth the fair value and the book value of our debt securities recorded under “Financial assets at amortized cost” as of December 31, 2023, 2022 and 2021.
This information is not provided for debt securities recorded under “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss” and “Financial assets designated at fair value through profit or loss” since the amortized costs and fair values of these items are the same. See Note 8 to our Consolidated Financial Statements.
The second table in Note 13.3 to our Consolidated Financial Statements shows the fair value of debt securities recorded, as of December 31, 2023, 2022 and 2021, under “Financial assets at fair value through other comprehensive income” by rating categories.
The second table in Note 14.2 to our Consolidated Financial Statements shows the fair value of debt securities recorded, as of December 31, 2023, 2022 and 2021, under “Financial assets at amortized cost”, by rating categories.
Readers are directed to the tables and Notes referred to above for information regarding our securities portfolio.
For a discussion of our investments in joint ventures and associates, see Note 16 to our Consolidated Financial Statements. For a discussion of the manner in which we value our securities, see Notes 2.2.1 and 8 to our Consolidated Financial Statements.
The following table analyzes the maturities of our debt securities recorded under “Financial assets at fair value through other comprehensive income” and “Financial assets at amortized cost”, by type and geographical area, as of December 31, 2023.
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Maturity at One Year or Less |
Maturity After One Year to Five Years |
Maturity after Five Years to Ten Years |
Maturity after Ten Years |
Total |
|
Amount |
Yield % (1) |
Amount |
Yield % (1) |
Amount |
Yield % (1) |
Amount |
Yield % (1) |
Amount |
|
(Millions of Euros, Except Percentages) |
| DEBT SECURITIES |
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| AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME PORTFOLIO |
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|
|
|
|
| Domestic |
|
|
|
|
|
|
|
|
|
| Spanish government and other government agencies debt securities |
3,744 |
2.63 |
2,371 |
3.19 |
6,052 |
2.08 |
1,589 |
4.11 |
13,757 |
| Other debt securities |
408 |
1.46 |
682 |
2.40 |
206 |
4.28 |
59 |
4.71 |
1,354 |
| Total Domestic |
4,152 |
2.52 |
3,053 |
3.02 |
6,258 |
2.15 |
1,648 |
4.13 |
15,111 |
| Foreign |
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|
|
|
|
|
|
|
|
| Mexico |
1,757 |
8.42 |
11,719 |
5.19 |
1,799 |
3.58 |
6,439 |
3.06 |
21,714 |
| Mexican government and other government agency debt securities |
1,650 |
8.67 |
11,270 |
5.19 |
1,535 |
3.50 |
5,909 |
2.98 |
20,364 |
| Other debt securities |
107 |
4.72 |
449 |
5.29 |
264 |
4.08 |
530 |
3.91 |
1,350 |
| The United States |
2,115 |
4.23 |
2,113 |
3.25 |
1,692 |
2.66 |
424 |
3.90 |
6,344 |
| U.S. Treasury and other government agencies debt securities |
1,848 |
4.44 |
572 |
3.18 |
753 |
1.32 |
— |
— |
3,174 |
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|
|
|
|
|
|
|
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| Other debt securities |
267 |
2.76 |
1,540 |
3.27 |
939 |
3.73 |
424 |
3.90 |
3,170 |
| Turkey |
189 |
28.40 |
1,691 |
25.60 |
549 |
28.99 |
30 |
6.97 |
2,459 |
| Turkey government and other government agencies debt securities |
189 |
28.40 |
1,677 |
25.51 |
549 |
28.99 |
30 |
6.97 |
2,445 |
| Other debt securities |
— |
— |
14 |
35.68 |
— |
— |
— |
— |
14 |
| Other countries |
3,331 |
63.88 |
5,323 |
9.52 |
5,145 |
2.56 |
1,537 |
3.96 |
15,336 |
| Securities of other foreign governments (2) |
1,966 |
80.61 |
2,284 |
16.23 |
3,844 |
1.98 |
867 |
3.08 |
8,961 |
| Other debt securities of other countries |
1,364 |
39.77 |
3,039 |
4.48 |
1,302 |
4.28 |
670 |
5.11 |
6,374 |
| Total Foreign |
7,392 |
32.72 |
20,845 |
7.75 |
9,186 |
4.36 |
8,429 |
3.28 |
45,852 |
| TOTAL AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME PORTFOLIO |
11,543 |
21.86 |
23,898 |
7.15 |
15,444 |
3.46 |
10,077 |
3.42 |
60,963 |
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|
|
|
| AT AMORTIZED COST PORTFOLIO |
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| Domestic |
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|
|
|
|
|
|
|
|
| Spanish government and other government agencies debt securities |
3,909 |
3.62 |
12,644 |
2.14 |
9,162 |
1.55 |
142 |
1.85 |
25,857 |
| Other debt securities |
— |
— |
1,089 |
2.71 |
138 |
3.83 |
30 |
3.85 |
1,257 |
| Total Domestic |
3,909 |
3.62 |
13,733 |
2.19 |
9,300 |
1.58 |
172 |
2.20 |
27,114 |
| Foreign |
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|
|
|
|
|
|
|
|
| Mexico |
1,693 |
9.00 |
3,730 |
5.15 |
842 |
3.15 |
13 |
4.50 |
6,277 |
| Mexican government and other government agency debt securities |
1,693 |
9.00 |
3,703 |
5.10 |
797 |
2.79 |
13 |
4.50 |
6,205 |
| Other debt securities |
— |
— |
27 |
11.50 |
45 |
9.45 |
— |
— |
72 |
| The United States |
1,864 |
0.63 |
364 |
4.15 |
— |
— |
— |
— |
2,229 |
| U.S. Treasury and other government agencies debt securities |
1,864 |
0.63 |
324 |
3.99 |
— |
— |
— |
— |
2,188 |
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|
|
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| Other debt securities |
— |
— |
41 |
5.46 |
— |
— |
— |
— |
41 |
| Turkey |
863 |
15.20 |
4,360 |
22.96 |
1,054 |
36.67 |
— |
— |
6,276 |
| Turkey government and other government agencies debt securities |
863 |
15.20 |
4,251 |
22.41 |
1,054 |
36.67 |
— |
— |
6,167 |
| Other debt securities |
— |
— |
109 |
44.36 |
— |
— |
— |
— |
109 |
| Other countries |
1,579 |
7.37 |
4,884 |
6.80 |
1,076 |
3.53 |
27 |
5.18 |
7,566 |
| Securities of other foreign governments (2) |
678 |
7.56 |
2,976 |
9.37 |
1,038 |
3.55 |
15 |
4.17 |
4,707 |
| Other debt securities of other countries |
901 |
7.23 |
1,908 |
2.78 |
38 |
2.99 |
12 |
6.45 |
2,859 |
| Total Foreign |
5,998 |
6.86 |
13,338 |
11.55 |
2,972 |
15.17 |
40 |
4.96 |
22,348 |
| TOTAL AT AMORTIZED COST PORTFOLIO |
9,907 |
5.58 |
27,072 |
6.80 |
12,271 |
4.87 |
212 |
2.72 |
49,462 |
| TOTAL DEBT SECURITIES |
21,450 |
14.34 |
50,970 |
6.96 |
27,715 |
4.09 |
10,290 |
3.40 |
110,425 |
(1)The weighted average yield for each range of maturity is calculated by dividing the annual interest income by the book value of the debt securities. Yields on tax-exempts obligations have not been computed on a tax-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
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, 2023 excluding government-related loans amounted to €6,837 million or approximately 1.7% of our total outstanding loans and advances to customers.
During the year ended December 31, 2023, the Group’s loan activity has been affected by geopolitical and other challenges and uncertainties globally. See “Item 5. Operating and Financial Review and Prospects―Operating Results―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Macroeconomic and geopolitical conditions” and Note 7.2 to our Consolidated Financial Statements for information on the impact of these challenges and uncertainties on our financial condition and results of operations.
Loans and Advances to Customers
As of December 31, 2023, our total loans and advances to customers amounted to €403,384 million, or 52.0% of total assets. Net of our loss allowances, total loans and advances to customers amounted to €392,115 million as of December 31, 2023, or 50.6% of our total assets, a decrease from 52.3% of our total assets as of December 31, 2022. As of December 31, 2023 our total loans and advances to customers in Spain amounted to €169,140 million. Our total loans and advances to customers outside Spain amounted to €234,244 million as of December 31, 2023, up from €213,710 million as of December 31, 2022, mainly as a result of the increase in credit card loans and loans to enterprises denominated in Turkish lira, the appreciation of the Mexican peso against the euro, the increase in loans in the retail portfolio (in particular, consumer loans, credit cards loans and mortgage loans) and the wholesale portfolio (in particular, loans to enterprises) in Mexico, and, to a lesser extent, increases in the retail portfolio in South America (in particular, credit card loans and consumer loans in Colombia), partially offset by the depreciation of the Turkish lira and the Argentine peso against the euro.
Loans by Geographical Area
The following table shows our loans and advances to customers by geographical area as of the dates indicated:
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As of December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Domestic |
169,140 |
170,256 |
169,625 |
| Foreign |
|
|
|
| Western Europe |
36,978 |
37,112 |
31,504 |
| Mexico |
92,802 |
74,771 |
58,757 |
| Turkey |
34,876 |
35,725 |
30,058 |
| South America |
48,150 |
44,018 |
39,518 |
| Other (1) |
21,439 |
22,084 |
16,672 |
| Total foreign |
234,244 |
213,710 |
176,509 |
| Total loans and advances (2) |
403,384 |
383,965 |
346,134 |
| Loss allowances |
(11,269) |
(11,237) |
(11,116) |
| Total net lending (2) |
392,115 |
372,728 |
335,018 |
(1)Balances correspond, in part, to the entities in the United States that were not included within the scope of the USA Sale.
(2)Includes loans and advances to customers included in the following headings: “Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss”, “Financial assets designated at fair value through profit or loss” and “Financial assets at amortized cost”, net of loss allowances.
Loans and Advances to Credit Institutions and Central Banks
As of December 31, 2023, our total loans and advances to credit institutions and central banks amounted to €84,061 million, or 10.8% of total assets, of which total loans and advances to credit institutions and central banks at amortized cost amounted to €24,627 million, or 3.2% of total assets. Loans and advances to credit institutions as of December 31, 2023 increased by 79.5% compared to December 31, 2022, mainly as a result of the increase in loans to credit institutions (through reverse repurchase agreements) recorded under “Financial assets held for trading” in Spain, since excess liquidity has remained a constant in the markets and the main cause of the increase in the differential between the reverse repurchase agreement rate and the deposit facility rate in the euro area was the lack of collateral due to cyclical changes in the markets, such as the change in official rate expectations and the increase in monetary policy uncertainty, and, to a lesser extent, Mexico.
Loans and Advances to Spanish Government and its Agencies
Loans and advances outstanding to the Spanish government and its agencies amounted to €12,222 million, or 3.1% of our total loans and advances to customers as of December 31, 2023, compared with the €11,500 million, or 3.1% of our total loans and advances to customers as of December 31, 2022. 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.
Loans to Associates and Jointly Controlled Companies
As of December 31, 2023, total loans and advances by BBVA and its subsidiaries to associates and jointly controlled companies amounted to €791 million, a 57.1% decrease compared with €1,842 million as of December 31, 2022, mainly due to the decrease in advances to a joint venture security dealer in Spain.
Maturity and Interest Sensitivity
The following table sets forth a breakdown by maturity of our total loans and advances to customers, including their fixed and variable rates, by type of customer as of December 31, 2023. The determination of maturities is based on contract terms.
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Maturity |
|
Maturity After One Year |
|
Due In One Year or Less |
Due After One Year Through Five Years |
Due After Five Years Through Fifteen Years |
Due After Fifteen Years |
Total |
Fixed Rate |
Variable Rate |
|
(In Millions of Euros) |
|
|
|
| Domestic |
|
|
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|
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| Agriculture, forestry and fishing |
506 |
661 |
198 |
60 |
1,425 |
599 |
320 |
| Manufacturing, mining and quarrying, and other industrial activities |
7,728 |
6,419 |
1,458 |
668 |
16,273 |
4,421 |
4,124 |
| Of which: manufacturing |
5,890 |
5,109 |
916 |
588 |
12,503 |
3,960 |
2,652 |
| Construction |
1,422 |
1,916 |
1,073 |
353 |
4,765 |
942 |
2,400 |
| Wholesale and retail trade, transportation and storage, accommodation and food service activities |
7,882 |
8,082 |
2,222 |
857 |
19,042 |
6,324 |
4,836 |
| Information and communication |
970 |
761 |
114 |
84 |
1,929 |
337 |
622 |
| Financial and insurance activities |
2,173 |
2,984 |
626 |
1,014 |
6,798 |
1,230 |
3,394 |
| Real estate activities |
860 |
1,864 |
1,528 |
82 |
4,334 |
1,578 |
1,895 |
| Professional, scientific, technical, administrative and support service activities |
1,563 |
2,020 |
497 |
103 |
4,183 |
1,481 |
1,139 |
| Public administration and defense, education, human health and social work activities |
3,538 |
5,205 |
4,464 |
233 |
13,438 |
5,599 |
4,302 |
| Other service activities |
12,187 |
22,646 |
33,621 |
27,437 |
95,890 |
40,547 |
43,157 |
| Of which: |
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|
|
|
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| Households |
11,645 |
22,142 |
33,500 |
27,416 |
94,703 |
40,123 |
42,935 |
| For House Purchase |
3,492 |
12,389 |
28,376 |
27,004 |
71,262 |
26,187 |
41,583 |
| Credit for consumption |
4,955 |
7,274 |
3,810 |
56 |
16,095 |
10,937 |
203 |
| Other purposes |
3,198 |
2,479 |
1,314 |
356 |
7,346 |
3,000 |
1,148 |
| Total Domestic |
38,828 |
52,557 |
45,800 |
30,891 |
168,076 |
63,060 |
66,188 |
| Foreign |
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|
|
| Agriculture, forestry and fishing |
1,628 |
941 |
507 |
29 |
3,105 |
1,056 |
421 |
| Manufacturing, mining and quarrying, and other industrial activities |
28,245 |
18,404 |
4,450 |
152 |
51,251 |
5,499 |
17,507 |
| Of which: manufacturing |
19,499 |
11,717 |
2,111 |
64 |
33,390 |
3,940 |
9,951 |
| Construction |
1,734 |
928 |
769 |
73 |
3,504 |
365 |
1,405 |
| Wholesale and retail trade, transportation and storage, accommodation and food service activities |
15,449 |
11,287 |
4,492 |
146 |
31,374 |
7,685 |
8,240 |
| Information and communication |
3,343 |
2,037 |
269 |
42 |
5,691 |
756 |
1,592 |
| Financial and insurance activities |
7,041 |
6,043 |
998 |
90 |
14,172 |
2,257 |
4,874 |
| Real estate activities |
2,062 |
3,826 |
2,327 |
1 |
8,216 |
1,522 |
4,633 |
| Professional, scientific, technical, administrative and support service activities |
1,960 |
1,928 |
548 |
12 |
4,447 |
915 |
1,572 |
| Public administration and defense, education, human health and social work activities |
1,469 |
2,607 |
5,264 |
3,577 |
12,917 |
2,281 |
9,168 |
| Other service activities |
18,803 |
33,161 |
18,399 |
15,796 |
86,159 |
55,046 |
12,311 |
| Of which: |
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| Households |
15,522 |
32,741 |
18,281 |
15,762 |
82,306 |
54,770 |
12,015 |
| For House Purchase |
129 |
1,444 |
11,763 |
14,627 |
27,962 |
26,299 |
1,535 |
| Credit for consumption |
13,028 |
28,334 |
5,852 |
882 |
48,095 |
25,392 |
9,676 |
| Other purposes |
2,365 |
2,964 |
666 |
254 |
6,249 |
3,080 |
804 |
| Total Foreign |
81,731 |
81,162 |
38,022 |
19,919 |
220,835 |
77,381 |
61,723 |
| Total loans and advances (1) |
120,559 |
133,720 |
83,822 |
50,810 |
388,912 |
140,441 |
127,911 |
(1)Includes loans and advances to customers included in “Financial assets at amortized cost”.
Loss Allowances on Loans and Advances
The following table provides information regarding the ratios of allowances for credit losses to total loans and net charge-offs to average loans for the periods indicated, in each case. For a discussion of accounting standards related to loss allowances on financial assets, see Note 2.2.1 to our Consolidated Financial Statements.
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As of and for the year ended December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
|
|
|
|
| Allowance for credit losses to total loans and advances at amortized cost outstanding |
2.75 |
% |
2.90 |
% |
3.19 |
% |
| Allowance for credit losses |
11,356 |
11,291 |
11,142 |
| Domestic |
4,373 |
4,643 |
5,006 |
| Foreign |
6,983 |
6,648 |
6,136 |
| Total loans outstanding |
412,916 |
389,073 |
349,037 |
| Domestic |
186,938 |
186,583 |
182,822 |
| Foreign |
225,978 |
202,491 |
166,215 |
| Net loan charge-offs as a percentage of average loans and advances at amortized cost during the period |
|
|
|
| Domestic (1) |
0.26 |
% |
0.26 |
% |
0.41 |
% |
| Non-financial corporations |
0.37 |
% |
0.30 |
% |
0.69 |
% |
| Net charge-offs during the period |
334 |
264 |
525 |
| Average loans outstanding |
90,520 |
87,524 |
76,028 |
| Individuals |
0.24 |
% |
0.30 |
% |
0.31 |
% |
| Net charge-offs during the period |
226 |
288 |
299 |
| Average loans outstanding |
93,737 |
95,356 |
95,540 |
| Other |
0.01 |
% |
0.01 |
% |
0.01 |
% |
|
|
|
|
|
|
|
|
| Foreign |
1.70 |
% |
1.20 |
% |
1.66 |
% |
| Non-financial corporations |
0.52 |
% |
0.56 |
% |
0.96 |
% |
| Net charge-offs during the period |
391 |
389 |
586 |
| Average loans outstanding |
75,530 |
69,906 |
61,010 |
| Individuals |
3.49 |
% |
2.38 |
% |
3.08 |
% |
| Net charge-offs during the period |
2,520 |
1,424 |
1,594 |
| Average loans outstanding |
72,204 |
59,795 |
51,730 |
| Other |
— |
— |
— |
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| Total loan charge-offs as a percentage of average loans and advances at amortized cost during the period |
0.89 |
% |
0.65 |
% |
0.91 |
% |
| Net charge-offs during the period |
3,473 |
2,369 |
3,008 |
| Average total loans and advances at amortized cost outstanding |
389,605 |
364,773 |
331,136 |
(1)Domestic loans charged off in 2023, 2022 and 2021 were mainly related to the real estate sector.
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.
Our total net charge-offs to average loans at amortized cost ratio increased to 0.89% for the year ended December 31, 2023, compared with 0.65% for the year ended December 31, 2022, mainly as a result of increases in charge-offs in South America and Mexico. The increase was partially offset by a decrease in charge-offs in Turkey.
The following factors, set out by region, were the main contributors to the increase in the ratio:
•Mexico: there was an increase in the ratio mainly due to an increase in Stage 3 loans in the retail portfolio (consumer and credit card loans), in a context of growing lending activity.
•South America: there was an increase in the ratio due to an increase in charge-offs in the retail portfolio as a result of new Stage 3 entries in all geographies within a context of overall unfavorable macroeconomic conditions, and the effects of high inflation and tightening monetary policies, which have weakened economic activity and led to higher write-offs.
The increase in the total net charge-offs to average loans ratio was partially offset by:
•Turkey: there was a decrease in the ratio mainly as a result of the increased loan activity (in particular, credit card loans and loans to enterprises in Turkish lira) and the positive dynamics and recoveries in the wholesale portfolio and higher recoveries from Stage 3.
Our allowance for credit losses to total loans and advances at amortized cost decreased to 2.75% as of December 31, 2023 compared with 2.90% as of December 31, 2022, mainly as a result of the increase in total loans outstanding, in particular, increases in retail loans in Mexico (consumer loans, credit cards loans and mortgage loans) and, to a lesser extent, in the wholesale portfolio, due to the favorable economic evolution, and increases in the retail portfolio in South America (credit card loans and consumer loans in Colombia), and, to a lesser extent, in loans to enterprises in Argentina.
Impaired Loans
Loans are considered to be credit-impaired under IFRS 9 if one or more events have occurred and they have a detrimental impact on the estimated future cash flows of the loan. The BBVA Group updated its definition of credit-impaired asset (Stage 3) in 2021. See “Presentation of Financial Information—Changes in Accounting Policies—New definition of default”.
Amounts collected in relation to impaired financial assets at amortized cost are first applied to the outstanding interest and any excess amount is used to reduce the unpaid principal. The approximate amount of interest on our impaired loans which was included in profit attributable to parent company in 2023, 2022 and 2021 was €314.7 million, €257.6 million, €248.3 million, respectively.
The following table provides information regarding our impaired loans to customers, central banks and credit institutions as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Impaired loans |
|
|
|
| Domestic |
7,682 |
7,203 |
7,822 |
| Public sector |
24 |
38 |
59 |
| Other resident sector |
7,658 |
7,166 |
7,762 |
| Foreign |
6,764 |
6,290 |
6,836 |
| Public sector |
1 |
1 |
3 |
| Other non-resident sector |
6,763 |
6,289 |
6,833 |
| Total impaired loans |
14,446 |
13,493 |
14,657 |
| Allowance for credit losses |
(11,316) |
(11,291) |
(11,142) |
| Impaired loans net of allowance |
3,130 |
2,202 |
3,516 |
| Impaired loans as a percentage of loans and advances at amortized cost |
3.49 |
% |
3.47 |
% |
4.20 |
% |
| Impaired loans (net of allowance) as a percentage of loans and advances at amortized cost |
0.76 |
% |
0.57 |
% |
1.01 |
% |
Our total impaired loans amounted to €14,446 million as of December 31, 2023, a 7.1% increase compared with €13,493 million as of December 31, 2022, mainly as a result of the higher Stage 3 entries from the retail portfolios in Spain, Mexico and South America, due, in part, to the high interest rate environment and, to a lesser extent, the larger loan portfolio, partially offset by decreases in the non-financial corporations portfolio in Turkey as a result of higher recoveries in the wholesale portfolio.
Our allowance for credit losses includes loss reserve for impaired assets and loss reserve for unimpaired assets which present an expected credit loss. As of December 31, 2023, the allowance for credit losses amounted to €11,316 million, a 0.2% increase compared with the €11,291 million recorded as of December 31, 2022. The allowance for credit losses was negatively affected by the above-mentioned higher Stage 3 entries and positively affected by write-offs in Mexico and, to a lesser extent, Spain.
LIABILITIES
Deposits
The principal components of our customer deposits recorded under “Financial liabilities at amortized cost” are domestic demand and time deposits and foreign demand and time deposits. The following tables provide information regarding the average amount of the following deposit categories recorded under “Financial liabilities at amortized cost” for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Balance for the Year Ended December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Demand deposits |
318,212 |
318,121 |
279,166 |
| Domestic |
196,496 |
201,232 |
182,675 |
| Foreign |
121,716 |
116,889 |
96,491 |
| Time deposits |
115,889 |
119,729 |
116,221 |
| Domestic |
45,184 |
63,741 |
66,684 |
| Foreign |
70,706 |
55,987 |
49,538 |
| Other |
31,259 |
11,772 |
13,325 |
| Domestic |
19,441 |
4,529 |
4,526 |
| Foreign |
11,818 |
7,243 |
8,798 |
| Total Domestic |
261,121 |
269,503 |
253,885 |
| Total Foreign |
204,240 |
180,119 |
154,827 |
| Total |
465,360 |
449,622 |
408,712 |
The amount of uninsured deposits recorded under “Financial liabilities at amortized cost” as of December 31, 2023, 2022 and 2021 amounted to €226,832 million, €233,406 million and €211,994 million, respectively. Uninsured deposits are the portion of deposit accounts that exceed each local deposit insurance limit and amounts in any other uninsured investment or deposit accounts that are classified as deposits and are not subject to any state deposit insurance regimes.
As of December 31, 2023, the maturity of our time deposits in uninsured accounts recorded under “Financial liabilities at amortized cost” is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
Domestic |
Foreign |
Total |
|
(In Millions of Euros) |
| Portion in excess of local deposit insurance limit |
8,785 |
42,170 |
50,955 |
| Other uninsured time deposits |
18,737 |
10,124 |
28,861 |
| 3 months or under |
15,397 |
6,532 |
21,929 |
| Over 3 to 6 months |
1,099 |
831 |
1,930 |
| Over 6 to 12 months |
1,287 |
1,139 |
2,425 |
| Over 12 months |
955 |
1,622 |
2,577 |
| Total |
27,521 |
|
52,294 |
|
79,816 |
|
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 and changes in perceptions of the credit or liquidity profile of the Bank. For additional information on our deposits recorded under “Financial liabilities at amortized cost” as of December 31, 2023, 2022 and 2021, see Note 22 to our 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, 2023, 2022 and 2021.
The following table provides information about our total short-term borrowings for the years ended December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, 2023 |
|
As of and for the year ended December 31, 2022 |
|
As of and for the year ended December 31, 2021 |
|
|
|
|
Amount |
Average rate |
|
Amount |
Average rate |
|
Amount |
Average rate |
|
(In Millions of Euros, Except Percentages) |
| Securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
| As of end of period |
91,844 |
4.0 |
% |
|
50,878 |
1.6 |
% |
|
49,429 |
0.6 |
% |
| Average during period |
90,329 |
3.9 |
% |
|
49,933 |
1.5 |
% |
|
48,507 |
0.7 |
% |
| Bank promissory notes: |
|
|
|
|
|
|
|
|
| As of end of period |
5,567 |
4.2 |
% |
|
1,241 |
2.1 |
% |
|
546 |
(0.4) |
% |
| Average during period |
3,680 |
3.8 |
% |
|
705 |
1.5 |
% |
|
981 |
— |
% |
| Bonds and subordinated debt: |
|
|
|
|
|
|
|
|
| As of end of period |
15,361 |
3.2 |
% |
|
10,768 |
2.7 |
% |
|
10,936 |
2.1 |
% |
| Average during period |
12,265 |
2.7 |
% |
|
11,253 |
2.4 |
% |
|
9,577 |
1.7 |
% |
| Total short-term borrowings as of end of period (1) |
112,772 |
3.8 |
% |
|
62,887 |
1.7 |
% |
|
60,911 |
0.9 |
% |
(1)Includes all repurchase agreements recorded under “Financial liabilities at amortized cost” and “Financial liabilities held for trading”.
As of December 31, 2023, 2022 and 2021, the securities sold under agreements to repurchase were mainly Mexican and Spanish treasury bills and such agreements were entered into with credit and other financial institutions.
Certain Ratios
The following table sets out certain ratios as of and for the years ended December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the year ended December 31, |
|
2023 |
2022 |
2021 |
|
(In Percentages) |
| Net interest margin (1) |
3.08 |
% |
2.73 |
% |
2.16 |
% |
| Return on average total assets (2) |
1.1 |
% |
1.0 |
% |
0.8 |
% |
| Return on average shareholders’ funds (3) |
16.2 |
% |
14.0 |
% |
10.4 |
% |
| Equity to assets ratio (4) |
7.1 |
% |
7.1 |
% |
7.4 |
% |
(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 for the year as a percentage of average shareholders’ funds for the year.
(4)Represents average total equity (net assets) over average total assets.
EQUITY
Total equity
As of December 31, 2023, total equity amounted to €55,265 million, a 9.4% increase compared to the €50,517 million recorded as of December 31, 2022, mainly as a result of the increase in shareholders’ funds.
Shareholders’ funds
As of December 31, 2023, shareholders’ funds amounted to €67,955 million, a 5.3% increase compared to the €64,535 million recorded as of December 31, 2022, primary due to the annual increase in profit and the effects of the VTB, which resulted in an increase in BBVA’s stake in Garanti BBVA (from 49.85% to 85.97%), partially offset by the distribution of dividends.
Accumulated other comprehensive income (loss)
As of December 31, 2023, the accumulated other comprehensive loss amounted to €16,254 million, a 7.9% decrease compared to the €17,642 million loss recorded as of December 31, 2022, mainly as a result of the impact of the appreciation of the Mexican peso against the euro.
Non-controlling interest
As of December 31, 2023, non-controlling interest amounted to €3,564 million, a 1.6% decrease compared to €3,623 million recorded as of December 31, 2022.
F. Competition
In recent years, the global financial services sector has undergone significant transformation in relation to the development of the Internet and mobile and other exponential technologies and the entrance of new players into activities previously provided by financial institutions. Whereas commercial banks were previously almost the sole providers of the whole range of financial products, from credit to deposits, or payments and investment services, today, a set of non-bank digital providers compete (and cooperate) among each other and with banks in the provision of financial services. These new fintech providers can be startup firms that are specialized in a specific service or niche of the financial services market, or large digital players (known as BigTechs). BigTech companies such as Amazon, Facebook and Apple have also started to offer financial services (mainly, in relation to payments and credit) ancillary to their core business.
In this new competitive environment, banks and other players are calling for a level playing field that ensures fair competition among the different financial services providers. Regulations on consumer protection and the integrity of the financial system (such as anti-money laundering regulations or regulations for combating the financing of terrorism) are generally activity-specific and, therefore, meet the principle of a level playing field. However, with regards to financial stability, banking groups are subject to prudential regulations that have implications for most of their activities, including those in which they compete with non-bank players that are only subject to activity-specific regulations, at best, or not regulated at all. Therefore, the scope of the perimeter of prudential consolidation to which the prudential regulation and supervision in the European Union and elsewhere applies compromises the level playing field principle by requiring banking groups to apply banking-level controls to all subsidiaries, no matter their activities and actual risks involved. Restrictions on the activity of bank players, for instance as regards internal governance requirements, leave EU banks at a competitive disadvantage as regards cost, time-to-market or talent attraction compared to their competitors.
Existing loopholes in the regulatory framework are another cause of an uneven playing field between banks and non-bank players. Some new services or business models are not yet subject to existing regulations. In such cases, not only are potential risks to financial stability, consumer protection and the integrity of the financial system unaddressed, but asymmetries may arise between players since regulated providers often face obstacles that unregulated providers do not.
See also “Item 3. Key Information—Risk Factors—Business Risks—The Group faces increasing competition and is exposed to a changing business model”.
Another trend in the market is consolidation. Following the 2008 financial crisis, a number of banks disappeared or were absorbed by other banks. In the current context of economic uncertainty, there may be some consolidation in the regions where the Group operates.
Additional information on certain market dynamics affecting the three main countries where we operate is provided below.
Spain
The commercial banking sector in Spain has undergone significant consolidation since the 2008 financial crisis. Following the merger of Caixabank and Bankia in 2021, Caixabank is the largest bank in Spain in terms of total assets. In addition, the merger between Unicaja and Liberbank, completed in June 2021, created the sixth largest bank in terms of loans in Spain as of December 2022. Caixabank and Banco Santander are BBVA’s main competitors in the Spanish market. The aggregate market share in terms of loans of the five largest banks in Spain is approximately 75% according to the latest available data.
We face strong competition in all of our principal areas of operations. After the protracted period of low interest rates, which adversely impacted interest income, the sharp rise in official and market interest rates in 2022 and 2023 has resulted in a superior pricing environment for banks. However, Spanish banks have been generally cautious in increasing borrowing rates in order not to prompt any surge in default rates. Such an approach and the fact that Spain has a mature credit market contribute to the fierce competitive environment in the Spanish banking system. In particular, in recent years, competition has been acutely intense in the credit market for lending to SMEs, where new credit interest rates fell from a weighted average of 5.5% between January 2012 and May 2014 to around 2.1% in 2021. Although interest rates on new loans to SMEs had increased to approximately 5.6% as of December 2023, spreads have shrunk as a result of the sharp rise in the reference rates.
Regarding the mortgage segment, the pandemic triggered changes in household preferences (larger houses, outside space, second houses) driving an increase in the demand for mortgages. As a result, after the long period of deleveraging that preceded the pandemic, the portfolio of mortgages in Spain grew by 1.1% in 2021, though the volume of mortgages declined by 0.1% and 2.5% in 2022 and 2023 (until October), respectively, in response to higher interest rates, and the fact that competition has picked up in this segment recently.
In the aftermath of the 2008 financial crisis, the necessity for a more balanced funding structure led to increased competition for deposits in Spain. While the low interest rate environment depressed remuneration on deposits, there has been an effective “zero lower bound” interest rate floor on deposit rates, which never entered negative territory, despite the Euribor being below 0% between 2016 and April 2022. As interest rates have risen, competition among Spanish entities and from other alternative savings financial products has led to higher deposit rates, especially time deposit rates. Former Spanish savings banks and money market mutual funds provide strong competition for savings and deposits and, in the case of savings banks, for other retail banking services. Credit cooperatives, which are principally active in rural areas where they provide savings and loan services and other related services such as the financing of agricultural machinery and supplies, also compete with banks.
The entry of “fintech companies” and online banks into the Spanish market for financial services has further increased competition, particularly in payment services. Insurance companies and other financial service firms also compete for customer funds. Former savings banks, insurance companies and other financial service firms are expanding the services they offer to consumers in Spain, which have traditionally been the domain of commercial banks. We face competition from other commercial banks, former savings banks and, to a lesser extent, credit cooperatives across all types of loans and deposits.
In Spain and in Europe, changes in banking regulation could have a significant potential impact on competition in the near future. The EU Directive on Investment Services permits all brokerage houses authorized to operate in other member states of the European Union to carry out investment services in Spain. Although the EU Directive is not specifically addressed to banks, it affects the activities of banks operating in Spain. Certain initiatives have also been implemented in order to facilitate the creation of a Pan-European financial market, such as the Single Euro Payments Area, which is a payment-integration initiative for simplification of bank transfers, direct debits and payment cards mainly within the European Union, and MiFID, complemented with the introduction of MiFID II in January 2018, which aims to create a European framework for investment services. In addition, further steps have been taken towards achieving a banking and capital markets union in Europe. The ECB assumed responsibility as the unique supervisor of the Eurozone banking sector in November 2014, responsible for the supervision of over 100 entities (including BBVA). Moreover, the foundations of a single resolution mechanism were laid with, among others, the appointment of the SRB and the adoption of the Bail-in Tool.
For additional information, see “―Business Overview―Supervision and Regulation”.
Mexico
As of November 30, 2023, the Mexican banking sector comprised 49 institutions, one less than the 50 banks that operated at the end of 2022, due to the closure of American Express Bank in July 2023. In May 2023, the Fintech Ualá received the authorization to buy ABC Capital Bank while Hey Banco (part of Grupo Financiero Banregio) obtained the first license as a digital bank in July 2023 and is expected to start operations by the end of 2024. In addition, the Fintech Nu asked for a bank license in October 2023, which is pending approval.
In May 2023, CitiBanamex announced it would pursue an initial public offering, instead of the direct sale process that had been previously initiated by Citigroup. As an initial step, CitiBanamex is expected to separate its consumer, small business and middle-market banking arm from its institutional and private banking offering. The former is expected to be taken public through a dual listing on the Mexican stock exchange and New York Stock Exchange in 2025. As part of this process, in July 2023, CitiBanamex acquired Deutsche Bank’s Mexican banking license.
The seven largest banks of the system (the “G7 group”, that comprises BBVA Mexico, Santander, CitiBanamex, Banorte, HSBC, Scotia Bank and Inbursa) held 76.2% of the total assets of banks in Mexico as of November 30, 2023, slightly less than the 77.0% in December 2022. BBVA Mexico, the largest bank in the system, and Santander reduced their share in total assets (from 22.0% to 21.8% and from 14.7 to 14.3%, respectively), while Banamex decreased its asset share from 11.9 to 11.2%.
Regarding credit balances, the G7 group market share remained slightly below 90% in November 2023, in particular, BBVA Mexico increased its participation in total credit balances from 24.3% in December 2022 to 24.7% in November 2023. Banorte and Inbursa showed a 0.4% increase in their market share in the same period, while Santander, Banamex and Scotia Bank decreased their respective shares. The larger-than-expected dynamism of credit in 2023 and the expected slowdown of economic activity in 2024 may reduce the pace of expansion of credit balances in the short and medium terms.
As for deposits, the G7 group market share declined (from 78.7% in December 2022 to 77.8% in November 2023), with four of the G7 banks losing share (BBVA Mexico’s fell slightly from 23.0% to 22.9%). Banorte was the bank with the largest growth in the system, increasing its share in total deposits from 12.2% to 13.2%. We expect that a sustained period of high interest rates will foster competitive efforts to attract savings, especially among small banks.
For information on COFECE’s investigation regarding competition in the card payments’ market, see “―Business Overview―Supervision and Regulation—Principal Markets—Mexico”.
Turkey
In Turkey, where we operate through Garanti BBVA, the three public deposit banks that operate in the country accounted for 39% of the total loans of financial institutions as of December 29, 2023, whereas private deposit banks (including Garanti BBVA) accounted for 46%. Development banks and participation banks (banks that operate under the ethos of Islamic banking) together accounted for 15% of the total.
The loose monetary policy implementation that started in September 2021 continued in the first half of 2023 and resulted in a sharp depreciation of the Turkish lira and a substantial increase in the inflation rate. In June 2023, with the appointment of a new economic team, the CBRT started to take steps towards normalization. The CBRT started to significantly increase the policy rate (from 8.5% in May 2023 to 42.5% as of December 2023) and determined that the monetary tightening process should continue in order to control inflation and inflation expectations. Among other measures, in July 2023, the CBRT introduced new regulations intended to increase the amount of standard Turkish lira-denominated time deposits while decreasing the amount of foreign exchange protected deposits. For information on other measures adopted by the CBRT in 2023, see “―Business Overview―Supervision and Regulation—Principal Markets—Turkey”.
Regarding the credit outlook, the continuum in policy normalization with higher policy rates created a competitive environment for lending activity. In December 2023, an upper limit was introduced for the existing reference rate for credit cards. This, together with the increasingly diminishing lending activity as rates increased, started to put net interest margin under pressure. Net interest margin will likely continue to be under pressure in the first half of 2024, until the expected foreign capital inflow materializes and provides some needed foreign currency supply. This is expected to accelerate the exit from the foreign exchange protected scheme. Once inflation decelerates more clearly, which is expected to occur in the second half of 2024, it is likely that regulations will ease and that the CBRT can start interest rate cuts which is expected to reduce the pressure on net interest margins.
In 2023, the CBRT published its Monetary Policy Document for 2024 in which it underlined its commitment to maintain its tight monetary policy as long as needed. In tandem with a stronger transition from the foreign exchange protected deposits scheme to Turkish lira deposits, it is expected that the related regulations will continue to be simplified. Since January 1, 2024, it is no longer possible to open new Turkish lira converted into foreign currency protected accounts and existing Turkish lira converted into foreign currency protected deposits will not be renewed at maturity. On the other hand, new inflows to exchange rates converted into foreign currency protected deposits will continue and existing exchange rates converted accounts will be renewed at maturity. With these measures, the CBRT aims to increase the share of Turkish lira deposits to 50% in the banking system and to sustain the fall in the foreign currency scheme in 2024. On loans, the composition will be shaped within a framework that is supportive of the disinflation process and macroeconomic balances. Measures may be introduced to mitigate the impact of tighter financial conditions on low income groups during this process.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
The BBVA Group is a customer-centric global financial services group founded in 1857. Internationally diversified and with strengths in the traditional banking businesses of retail banking, asset management and wholesale banking, the Group is committed to offering a compelling digital proposition focused on customer experience.
BBVA has a leadership position in the Spanish market, it is the largest financial institution in Mexico in terms of assets, it has leading franchises in South America and it is the majority shareholder in Garanti BBVA, Turkey’s largest bank in terms of market capitalization. BBVA also has considerable corporate and investment banking activity in the United States. On May 18, 2022, BBVA closed its voluntary takeover bid for the entire share capital of Garanti BBVA, which resulted in BBVA increasing its stake in Garanti BBVA from 49.85% to 85.97%. See “Presentation of Financial Information―Voluntary Takeover Bid for the Entire Share Capital of Türkiye Garanti Bankası A.Ş.”.
The purpose of the BBVA Group is to bring the age of opportunities to everyone, based on our customers’ needs, resting the institution in solid values: customer comes first, we think big and we are one team.
The BBVA Group operates in Spain through Banco Bilbao Vizcaya Argentaria, S.A., a private-law entity subject to the laws and regulations governing banking entities operating in Spain. It carries out its activity through branches and agencies across the country and abroad. In addition to the transactions it carries out directly, Banco Bilbao Vizcaya Argentaria, S.A. is the parent company of the BBVA Group, which includes a group of subsidiaries, joint ventures and associates performing a wide range of activities.
Critical Accounting Policies
The Consolidated Financial Statements as of and for the years ended December 31, 2023, 2022 and 2021 were prepared by the Bank’s directors in compliance with IFRS-IASB and in accordance with EU-IFRS required to be applied under the Bank of Spain’s Circular 4/2017, and by applying the basis of consolidation, accounting policies and measurement bases described in Note 2 to the Consolidated Financial Statements, so that they present fairly the Group’s total equity and financial position as of December 31, 2023, 2022 and 2021, and its results of operations and consolidated cash flows for the years ended December 31, 2023, 2022 and 2021. The Consolidated Financial Statements were prepared on the basis of the accounting records kept by the Bank and by each of the other Group companies and include the adjustments and reclassifications required to unify the accounting policies and measurement bases used by the Group. See Note 2.2 to our Consolidated Financial Statements.
In preparing the Consolidated Financial Statements, estimates were made by the Group and the consolidated companies in order to quantify certain of the assets, liabilities, income, expense and commitments reported herein. These estimates relate mainly to the following:
•The loss allowance of certain financial assets.
•The assumptions used in the valuation of insurance and reinsurance contracts, to quantify certain provisions and the calculation of the post-employment benefit liabilities and commitments.
•The useful life and impairment losses of tangible and intangible assets.
•The valuation of goodwill and price allocation of business combinations.
•The fair value of certain financial assets and liabilities.
•The recoverability of deferred tax assets and the forecast of corporate income tax.
Although these estimates were made on the basis of the best information available as of December 31, 2023, 2022 and 2021, respectively, events that take place in the future might make it necessary to revise these estimates (upwards or downwards), which revisions would be carried out prospectively in coming years. Any such changes would be recorded prospectively, recognizing the effects of the change in estimation in the corresponding consolidated financial statements.
Further, recent greater macroeconomic and geopolitical uncertainties have resulted in greater complexity in developing reliable estimates and applying judgment. During 2023 there have been no other significant changes in the estimates made as of December 31, 2022 and 2021, with the exception of those indicated in the Consolidated Financial Statements.
Note 2 to our Consolidated Financial Statements contains a summary of our significant accounting policies. We consider certain of our critical accounting policies to be particularly important due to their effect on the financial reporting of our financial condition and results of operations and because they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of our Consolidated Financial Statements. The nature of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing our Consolidated Financial Statements and the discussion below. For information on the estimates made by the Group in preparing the Consolidated Financial Statements, see Note 1.5 to our Consolidated Financial Statements.
We have identified the accounting policies enumerated below as critical to the understanding of our financial condition and results of operations, since the application of these policies requires significant management assumptions and estimates that could result in materially different amounts to be reported if the assumptions used or underlying circumstances were to change.
See Note 2.3 to our Consolidated Financial Statements for information on changes to IFRS or their interpretation that were not yet effective as of December 31, 2023.
Financial instruments
Loss allowance of certain financial assets
The “expected losses” impairment model is applied to financial assets valued at amortized cost, debt instruments valued at fair value with changes in accumulated other comprehensive income, financial guarantee contracts and other commitments. All financial instruments valued at fair value through profit or loss are excluded from the impairment model.
The standard classifies financial instruments into three categories, which depend on the evolution of their credit risk from the moment of initial recognition and which establish the calculation of the credit risk allowance.
–Stage 1 – without significant increase in credit risk
Financial assets which are not considered to have significantly increased in credit risk have loss allowances measured at an amount equal to the expected credit loss that arises from all possible default events within 12 months following the presentation date of the financial statements (12 month expected credit losses).
–Stage 2 – significant increases in credit risk
When the credit risk of a financial asset has increased significantly since the initial recognition, the loss allowances of that financial instrument is calculated as the expected credit loss during the entire life of the asset. That is, they are the expected credit losses that result from all possible default events during the expected life of the financial instrument.
–Stage 3 – impaired
When there is objective evidence that the instrument is credit-impaired, the financial asset is transferred to this category in which the provision for losses of that financial instrument is calculated, as in Stage 2, as the expected credit loss during the entire life of the asset.
When the recovery of any recognized amount is considered remote, such amount is written-off on the consolidated balance sheet, without prejudice to any actions that may be taken in order to collect the amount until the rights extinguish in full either because it is time-barred debt, the debt is forgiven, or other reasons.
See also “Presentation of Financial Information—Changes in Accounting Policies—New definition of default” for information on the new definition of credit-impaired asset (Stage 3) used by the Group since 2021.
Fair value of financial instruments
The fair value of an asset or a liability on a given date is taken to be the price that would be received upon the sale of an asset, or paid, upon the transfer of a liability in an orderly transaction between market participants at the measurement date. The most objective and common reference for the fair value of an asset or a liability is the price that would be paid for it on an organized, transparent and deep market (“quoted price” or “market price”).
If there is no market price for a given asset or liability, its fair value is estimated on the basis of the price established in recent transactions involving similar instruments and, in the absence thereof, by using mathematical measurement models sufficiently tried and trusted by the international financial community. Such estimates would take into consideration the specific features of the asset or liability to be measured and, in particular, the various types of risk associated with the asset or liability. However, the limitations inherent to the measurement models developed and the possible inaccuracies of the assumptions required by these models may signify that the fair value of an asset or liability thus estimated does not coincide exactly with the price for which the asset or liability could be purchased or sold on the date of its measurement.
See Notes 2.2.1 and 8 to our Consolidated Financial Statements, which contain a summary of our significant accounting policies.
Derivatives and other future transactions
These instruments include outstanding foreign currency purchase and sale transactions, outstanding securities purchase and sale transactions, futures transactions relating to securities, exchange rates or interest rates, forward interest rate agreements, options relating to exchange rates, securities or interest rates and various types of financial swaps.
All derivatives are recognized on the balance sheet at fair value from the date of arrangement. If the fair value of a derivative is positive, it is recorded as an asset and if it is negative, it is recorded as a liability. Unless there is evidence to the contrary, it is understood that on the date of arrangement the fair value of the derivatives is equal to the transaction price. Changes in the fair value of derivatives after the date of arrangement are recognized in the heading “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” in the consolidated income statement.
Specifically, the fair value of the standard financial derivatives included in the held for trading portfolios is equal to their daily quoted price. If, under exceptional circumstances, their quoted price cannot be established on a given date, these derivatives are measured using methods similar to those used to measure over-the-counter (“OTC”) derivatives.
The fair value of OTC derivatives is equal to the sum of the future cash flows arising from the instruments discounted at the measurement date (“present value” or “theoretical value”). These derivatives are measured using methods recognized by the financial markets, including the net present value method and option price calculation models.
Financial derivatives that have equity instruments as their underlying, whose fair value cannot be determined in a sufficiently objective manner and are settled by delivery of those instruments, are measured at cost, although the amortized cost criteria is not used when accounting for these instruments.
Financial derivatives designated as hedging items are included in the heading of the balance sheet “Derivatives - Hedge accounting”. These financial derivatives are valued at fair value.
See Note 2.2.1 to our Consolidated Financial Statements, which contains a summary of our significant accounting policies with respect to these instruments.
Goodwill in consolidation
Pursuant to IFRS 3, if the difference on the date of a business combination between the sum of the consideration transferred, the amount of all the non-controlling interests and the fair value of equity interest previously held in the acquired entity, on one hand, and the fair value of the assets acquired and liabilities assumed, on the other hand, is positive, it is recorded as goodwill on the asset side of the balance sheet. Goodwill represents the advance payment made by the entity for future economic benefits, from assets that have not been individually identified nor separately recognized in a business combination.
Goodwill is allocated to one or more cash-generating units (CGU), that will benefit from the synergies arising from business combinations. CGUs represent the smallest identifiable groups of assets that generate cash flows for the Group.
Goodwill is not amortized and is subject periodically to an impairment analysis, comparing the carrying amount of that CGU - adjusted by the amount of goodwill attributable to minority interests, in the event that the Group has not chosen to measure minority interests at fair value, with its recoverable amount.
If the difference is negative, it is recognized directly in the income statement under the heading “Negative goodwill recognized in profit or loss”.
The recoverable amount of a CGU is equal to the fair value less sale costs or its value in use, whichever is greater. Value in use is calculated as the discounted value of the cash flow projections that the unit’s management estimates and is based on the latest budgets approved for the coming years. The main assumptions used in its calculation are: a growth rate to extrapolate the cash flows indefinitely, and the discount rate used to discount the cash flows, which is equal to the cost of the capital assigned to each CGU, and equivalent to the sum of the risk-free rate plus a risk premium inherent to the CGU being evaluated for impairment. If the carrying amount of the CGU exceeds the related recoverable amount, the Group recognizes an impairment loss.
See Notes 2.1 and 2.2.7 to our Consolidated Financial Statements, which contain a summary of our significant accounting policies related to goodwill.
The results from each of these tests on the dates mentioned were as follows:
As of each of December 31, 2023, 2022 and 2021, as a result of the relevant CGUs assessment, the Group concluded there was no evidence of indicators of impairment that required recognizing significant impairment losses in any of the CGUs to which goodwill recognized in the consolidated balance sheet was allocated.
Mexico CGU
Most of the Group’s goodwill balance corresponds to the CGU in Mexico. The impairment test used the cash flow projections estimated by the Group’s management, based on the latest budgets available for the next four years. As of December 31, 2023, the Group used a growth rate of 5.6% (6.3% as of December 31, 2022 and 5.7% as of December 31, 2021) to extrapolate the cash flows in perpetuity starting in the fifth year, based on the real GDP growth rate of Mexico, expected inflation and the potential growth of the banking sector in Mexico. The rate used to discount cash flows is the cost of capital assigned to the CGU, 12.4%% as of December 31, 2023 (12.7% as of December 31, 2022 and 14.5% as of December 31, 2021).
As of December 31, 2023, if the discount rate had increased or decreased by 50 basis points, the recoverable amount would have decreased or increased by 6% and 7%, respectively (7% and 8%, respectively, as of December 31, 2022, and 5% and 5%, respectively, as of December 31, 2021). If, as of December 31, 2023, the growth rate had increased or decreased by 50 basis points, the recoverable amount would have increased or decreased 5% and 4%, respectively (5% and 5%, respectively, as of December 31, 2022, and 3% and 3%, respectively, as of December 31, 2021).
Turkey CGU
As a result of the designation of Turkey as a hyperinflationary economy in the first half of 2022 and the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates”, the Group determined that the book value of the Turkish CGU exceeded the existing recoverable value as of December 31, 2021 and, thus, goodwill corresponding to the Turkey CGU was derecognized and other intangible assets assigned to the Turkish CGU were written off in their entirety. See Note 2.2.18 to our Consolidated Financial Statements.
Prior to such derecognition, the Group carried out impairment tests using the cash flow projections estimated by the Group’s management, based on the latest budgets available for the next five years.
The recoverable amounts of all the CGUs were in excess of their carrying value as of December 31, 2023, December 31, 2022 and December 31, 2021.
Insurance contracts
For the years ended December 31, 2023 and 2022, the valuation method used by default for all insurance and reinsurance contracts was the General Model (Building Block Approach) based on IFRS 17, except in respect of contracts eligible to be valued under the Simplified Model (Premium Allocation Approach) or the Variable Fee Approach. The General Model requires that insurance contracts be initially valued for the total of fulfillment cash flows and the contractual service margin (CSM), each as further described in Note 2.2.8 to our Consolidated Financial Statements. Subsequently, the amount recognized in the consolidated balance sheet for each group of insurance contracts measured under this model comprises the liability for remaining coverage, which includes the aforementioned fulfillment cash flows and the contractual service margin, and the liability for incurred claims, which includes the cash flows from related to claims that have occurred, but have not been paid, discounted to reflect the time value of money, the financial risk associated with future cash flows, and a risk adjustment for non-financial risk that would represent the compensation required by the uncertainty associated with the amount and timing of the expected cash flows.
For the year ended December 31, 2021, assets and liabilities under insurance and reinsurance contracts were valued in accordance with IFRS 4. See Notes 2.2.8 and 23 to our Consolidated Financial Statements, which contain a summary of our significant accounting policies and assumptions about our most significant insurance contracts.
Post-employment benefits and other long term commitments to employees
Pension and post-retirement benefit costs and credits are based on actuarial calculations. Inherent in these calculations are assumptions including discount rates, rate of salary increase and expected return on plan assets. Changes in pension and post-retirement costs may occur in the future as a consequence of changes in interest rates, expected return on assets or other assumptions. See Notes 2.2.13 and 25 to our Consolidated Financial Statements, which contain a summary of our significant accounting policies about pension and post-retirement benefit costs and credits.
Tax assets and liabilities
Expenses on corporate income tax applicable to the BBVA Group’s Spanish entities and on similar income taxes applicable to consolidated foreign entities are recognized as an expense for the period in the consolidated income statement, except when they result from transactions on which the profits or losses are recognized directly in equity, in which case the related tax effect is also recognized in equity. The total corporate income tax expense is calculated by aggregating the current tax arising from the application of the corresponding tax rate as per the tax base for the year (after deducting the tax credits or discounts allowable for tax purposes) and the change in deferred tax assets and liabilities recognized in the consolidated income statement.
Deferred tax assets and liabilities include temporary differences, the carryforward of unused tax losses and carryforward of unused tax credits or discount carry forwards. These amounts are calculated by applying to each temporary difference the tax rates that are expected to apply when the asset is realized or the liability settled. See Notes 2.2.9 and 19 to our Consolidated Financial Statements, which contain a summary of our significant accounting policies about tax assets and liabilities.
A. Operating Results
Factors Affecting the Comparability of our Results of Operations and Financial Condition
Trends in Exchange Rates
We are exposed to foreign exchange rate risk in that our reporting currency is the euro, whereas certain of our subsidiaries and investees have different functional and accounting currencies, principally the Mexican peso, Turkish lira, Argentine peso, Colombian peso, Peruvian sol and U.S. dollar. For example, if these currencies depreciate against the euro, when the results of operations of our subsidiaries in the countries using these currencies are included in our consolidated financial statements, the euro value of their results declines, even if, in local currency terms, their results of operations and financial condition have remained the same. By contrast, the appreciation of these currencies against the euro would have a positive impact on the results of operations of our subsidiaries in the countries using these currencies when their results of operations are included in our consolidated financial statements. Accordingly, changes in exchange rates may limit the ability of our results of operations, stated in euro, to fully show the performance in local currency terms of our subsidiaries.
Except with respect to hyperinflationary economies, where all the components of the financial statements (including income statement items) of the relevant subsidiaries (in each case, for any period in which the relevant economy was considered to be hyperinflationary) are converted at the relevant period-end exchange rate, the assets and liabilities of our subsidiaries which maintain their accounts in currencies other than the euro have been converted to the euro at the period-end exchange rates for inclusion in our Consolidated Financial Statements, and income statement items have been converted at the average exchange rates for the period. See Note 2.2.18 to our Consolidated Financial Statements for information on the application of IAS 29 “Financial Reporting in Hyperinflationary Economies”. The following table sets forth the exchange rates of the currencies of the main non-euro regions where we operate against the euro, expressed in local currency per €1.00 as averages for the years ended December 31, 2023, 2022 and 2021 and as period-end exchange rates as of December 31, 2023, 2022 and 2021 according to the European Central Bank (the “ECB”).
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Average Exchange Rates |
Period-End Exchange Rates |
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Year ended December 31, 2023 |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
As of December 31, 2023 |
As of December 31, 2022 |
As of December 31, 2021 |
| Mexican peso |
19.1866 |
21.1889 |
23.9842 |
18.7231 |
20.8560 |
23.1438 |
| Turkish lira (1) |
|
|
10.5067 |
32.6531 |
19.9649 |
15.2335 |
| U.S. dollar |
1.0815 |
1.0532 |
1.1827 |
1.1050 |
1.0666 |
1.1326 |
| Argentine peso |
|
|
|
892.8124 |
188.5144 |
116.3746 |
| Colombian peso |
4,679.2170 |
4,469.0788 |
4,427.3611 |
4,223.3653 |
5,130.5593 |
4,509.0618 |
| Peruvian sol |
4.0404 |
4.0309 |
4.5867 |
4.1042 |
4.0572 |
4.5045 |
(1)With respect to 2023 and 2022, income statement items have been converted at the exchange rate as of December 31, 2023 and 2022, respectively. With respect to 2021, income statement items have been converted at the average exchange rates for the period.
During 2023, the Mexican peso appreciated against the euro in average terms compared with the average exchange rates for the prior year. On the other hand, the Colombian peso, the U.S. dollar and the Peruvian sol depreciated against the euro in average terms compared with the prior year. The income statement of BBVA Argentina for the year ended December 31, 2023 was significantly impacted by the decline of the Argentine peso during the year, including, in particular, the extraordinary devaluation of the Argentine peso against the euro in December 2023, as a result of the economic measures adopted by the new government. In terms of period-end exchange rates, the Mexican peso and the Colombian peso appreciated against the euro. On the other hand, the Turkish lira, the Argentine peso, the U.S. dollar and the Peruvian sol depreciated against the euro in terms of period-end exchange rates. The overall effect of changes in exchange rates was slightly negative for the period-on-period comparison of the Group’s income statement (mainly due to the depreciation of the period-end exchange rates of the Turkish lira and the Argentine peso used to convert income statement items pursuant to IAS 21) and balance sheet.
During 2022, the Mexican peso, the U.S. dollar and the Peruvian sol appreciated against the euro in average terms compared with the average exchange rates for the prior year. On the other hand, the Colombian peso depreciated against the euro in average terms compared with the prior year. In terms of period-end exchange rates, the Mexican peso, the U.S. dollar and the Peruvian sol appreciated against the euro. On the other hand, the Turkish lira, the Argentine peso and the Colombian peso depreciated against the euro in terms of period-end exchange rates. The overall effect of changes in exchange rates was slightly negative for the period-on-period comparison of the Group’s income statement and balance sheet.
When comparing two dates or periods in this Annual Report on Form 20-F we have sometimes excluded, where specifically indicated, the impact of changes in exchange rates by assuming constant exchange rates. In doing this, with respect to income statement amounts, we have used the average exchange rate for the more recent period for both periods (except with respect to hyperinflationary economies, where we have used the period-end exchange rate of the more recent period for both periods) and, with respect to balance sheet amounts, we have used the period-end exchange rate of the more recent period for both period ends.
Designation of Turkey as a Hyperinflationary Economy
Since the first half of 2022, the Turkish economy has been considered hyperinflationary, resulting in the Group having applied hyperinflation accounting in accordance with IAS 29 “Financial Reporting in Hyperinflationary Economies” in respect thereof with effect from January 1, 2022 with respect to the financial statements of the BBVA Group’s entities located in Turkey7. In addition, all the components of the financial statements of such entities (including income statement items) (in each case, for any period in which the Turkish economy was considered to be hyperinflationary) are converted at the relevant period-end exchange rate for inclusion in our consolidated financial statements, and the resulting conversion differences are recorded within “Accumulated other comprehensive income (loss)” as stated in IAS 21 “Effects of Changes in Foreign Exchange Rates”.
The net result derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey for the year ended December 31, 2023 amounted to a loss of €2,610 million, of which €2,242 million was a loss attributable to owners of the parent. This impact included the loss of the net monetary position, which amounted to a gross amount of €2,118 million and was recorded in the line “Other operating expense” in the consolidated income statement, partially offset by the positive impact of the revaluation of certain bonds linked to inflation, for a gross amount of €1,202 million (recorded under “Other operating income”), given that, under IAS 29 “Financial Reporting in Hyperinflationary Economies”, these types of bonds are considered protective assets.
The net result attributable to owners of the parent derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey for the year ended December 31, 2022 amounted to a loss of €1,793 million. This impact included the loss of the net monetary position, which amounted to a gross amount of €2,323 million and was recorded in the line “Other operating expense” in the consolidated income statement, partially offset by the positive impact of the revaluation of certain bonds linked to inflation, for a gross amount of €1,490 million (recorded under “Other operating income”), given that, under IAS 29 “Financial Reporting in Hyperinflationary Economies”, these types of bonds are considered protective assets.
During 2023 the impact on equity derived from the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” in Turkey amounted to a loss of €355 million, of which €306 million have been recorded within “Equity – Accumulated other comprehensive income (loss)”, and €49 million within “Minority interests – Accumulated other comprehensive income (loss)” (see Note 30 to the Consolidated Financial Statements). In 2022 the impact on equity derived from the retrospective application of IAS 29 “Financial Reporting in Hyperinflationary Economies” since January 1, 2022 in Turkey led to an increase in equity of €130 million, mainly as a result of the revaluation of tangible assets and inflation-linked bonds.
See Note 2.2.18 to our Consolidated Financial Statements for information on the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” and IAS 21 “Effects of Changes in Foreign Exchange Rates” to hyperinflationary economies.
7 IAS 29 does not apply to the operations outside Turkey of the Türkiye Garanti Bankası A.Ş. group of companies, and in particular to the financial statements of Garanti Bank S.A. in Romania and GarantiBank International N.V. in the Netherlands.
Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.
On November 15, 2021, BBVA announced a voluntary takeover bid (VTB) addressed to the holders of the 2,106,300,000 shares8 of Garanti BBVA not controlled by BBVA, which represented 50.15% of Garanti BBVA’s total share capital. BBVA submitted for authorization an application for the VTB to the supervisor of the securities markets in Turkey (CMB) on November 18, 2021.
On March 31, 2022, CMB approved the relevant information memorandum and on the same day BBVA announced the start of the VTB acceptance period on April 4, 2022. On May 18, 2022, BBVA announced the finalization of the offer acceptance period, with the acquisition of 36.12% of Garanti BBVA’s share capital. The total amount paid by BBVA was approximately 22,758 million Turkish lira (equivalent to approximately €1,390 million9 including the expenses associated with the transaction and net of the collection of the dividends corresponding to the stake acquired). The transaction resulted in a capital gain of approximately €924 million (including the impacts after the application of IAS 29 “Financial Reporting in Hyperinflationary Economies”, see Note 2.2.18 to our Consolidated Financial Statements). An amount of €3,609 million was recorded under the heading “Other reserves” and there was a reclassification to “Accumulated other comprehensive income (loss)” corresponding to the 36.12% acquired from “Minority interests” to “Accumulated other comprehensive income (loss)” of the parent company amounting to a loss of €2,685 million. The total derecognition associated with the transaction of the heading “Minority interests” considering “Other items” and “Accumulated other comprehensive income (loss)” amounted to a loss of €2,541 million. The percentage of total share capital of Garanti BBVA owned by BBVA (after the completion of the VTB on May 18, 2022) was 85.97%.
Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.
On June 15, 2022, BBVA completed the acquisition of Tree Inversiones Inmobiliarias, SOCIMI, S.A., a real estate vehicle, from Merlin Properties for an amount of €1,988 million. The transaction resulted in a €201 million loss (net of taxes) which has been recognized under the headings “Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations” (€134 million loss) and “Tax expense or income related to profit or loss from continuing operations” (€67 million expense) of the BBVA Group and in the line item “Profit / (loss) from discontinued operations, net and Other” of the Spain operating segment (see Note 17 to our Consolidated Financial Statements).
Macroeconomic and geopolitical conditions
The Group is sensitive to the deterioration of economic conditions or the alteration of the institutional environment of the countries in which it operates, and especially Spain, Mexico and Turkey. Additionally, the Group is exposed to sovereign debt, especially in these geographical areas.
The global economy is currently facing a number of extraordinary challenges. The war in Ukraine and the sanctions imposed against and by Russia have led to significant disruption, instability and volatility in global markets, as well as higher inflation and lower economic growth, due in part to the higher energy prices. Despite the moderation of oil and gas prices and financial volatility over the last year, increasing geopolitical tensions may lead to new price increases and financial instability, particularly following the armed conflict in the Middle East and the recent disruptions to maritime trade routes in the Red Sea. For additional information on the deteriorating economic environment, see “—Operating Environment”.
In addition, there is a risk of a sharp growth slowdown in China, which could lead to lower GDP expansion in many regions. Although it may be possible to offset part of the growth slowdown through the adoption of certain fiscal, monetary and regulatory measures by authorities, there are risks related to tensions in the real estate markets, among others.
Further, the collapse of Silicon Valley Bank and UBS’s agreement to takeover Credit Suisse in early 2023 led to increased volatility, especially in the stock and interest rate markets, and have given rise to global banking concerns, including with respect to the concentration and quality of bank deposits and the debt holdings of certain banks.
8 All references to “shares” or “share” shall be deemed made to lots of 100 shares, which is the trading unit in which Garanti BBVA shares are listed at Borsa Istanbul.
9 Using the effective exchange rate of 16.14 Turkish lira per euro.
The Group’s results of operations have been particularly affected by the increases in interest rates adopted by central banks in an attempt to tame inflation, which have led to a rise in both interest revenue and expenses and a shift from deposits towards higher profitability investments (including mutual funds). The prevalence of high interest rates could adversely affect the Group by generating mark-to-market losses on securities portfolios, reducing the demand for credit, increasing funding costs and leading to an increase in the default rate of its borrowers and other counterparties, adversely affecting the amount of deposits if remuneration thereof is not increased accordingly and otherwise affecting margins. While interest rates have started to decline in certain regions, and the United States and the Eurozone may follow suit in 2024, monetary policies are expected to remain tight in the near term. In addition, declines in interest rates could refuel inflation.
Further, the Group’s results of operations have been affected by the high inflation in all countries in which BBVA operates, especially Turkey and Argentina. In particular, the Turkish economy has been considered hyperinflationary since the first half of 2022. See “—Designation of Turkey as a Hyperinflationary Economy”. Inflation has led to higher expenses and its effects have been considered on the macroeconomic forecasts used to calculate expected credit losses of the BBVA Group for the year ended December 31, 2023. On the other hand, inflation-linked bonds in Turkey have positively contributed to the results of operations of the BBVA Group during the year ended December 31, 2023 (although to a lesser extent than during the year ended December 31, 2022). The CBRT has strengthened its macroprudential policy toolkit and revised the reserve requirement regulation. With this new regulation, reserve requirements, which used to apply to the liability side of balance sheets only, also apply to the asset side of balance sheets, including Turkish lira-denominated commercial cash loans (subject to certain exceptions). For additional information on measures adopted by the CBRT, see “Item 4. Information on the Company―Business Overview—Supervision and Regulation—Principal Markets—Turkey”.
While there have been increasing signs of normalization in economic policy in general, and monetary policy in particular, since the general elections held in May 2023, economic conditions remain relatively unstable, characterized by a depreciation of the Turkish lira, high inflation, a significant trade deficit, low central bank’s foreign reserves and high external financing costs. The earthquakes of February 2023 deepened Turkey’s economic struggles. In addition to the vast human losses, the earthquakes and government’s response thereto added to mounting inflation and budget risks. Continuing unfavorable economic conditions in Turkey may result in a potential deterioration in the purchasing power and creditworthiness of our clients (both individual and corporate). The regulatory and macroprudential policies affecting the banking sector, including measures adopted to increase the weight of Turkish lira-denominated assets and liabilities of the banking system (see “Item 4. Information on the Company―Business Overview—Supervision and Regulation—Principal Markets—Turkey”), and economic conditions in Turkey, including the relatively low official interest rates (with Turkey’s real interest rate still being negative given the high inflation) have affected and may continue to affect the Group’s results and there can be no assurance that adverse developments in the Turkish economy and institutional and regulatory environment will not have a material adverse effect on the Group’s business, financial condition and results of operations.
In Argentina, the risk of economic and financial turbulence persists in a context of regulatory, economic and political uncertainty following the adjustments announced by the new government to correct the spiraling inflation and declines in the Argentine peso exchange rate. The significant exchange rate devaluation implemented in December 2023 and the recently-announced strong fiscal adjustment have further reinforced short-term inflationary pressures.
In Spain, political, regulatory and economic uncertainties have increased since the July 2023 general elections and there is a risk that policies could be adopted that have an adverse impact on the economy or our business.
In Mexico, economic activity has expanded at a relatively high pace throughout 2023, despite some moderation in the fourth quarter, due to the dynamism of private consumption, the resilience of the manufacturing sector, the effects on private investment of the prospects for the relocation of manufacturing production outside of China (nearshoring) and the impact of larger public spending on the construction sector, in a context of relatively high growth in the United States. Despite the growth in economic activity, there is uncertainty related mainly to the June 2024 elections and policies that will be adopted by the new government.
In Colombia and Peru, climate-driven factors and greater social conflict could have a negative impact on the economy.
IFRS 17 – Insurance contracts
IFRS 17 superseded IFRS 4 for the recognition, measurement, presentation and disclosure of insurance contracts. The initial application date of IFRS 17 was January 1, 2023 and it has been applied to the year ended December 31, 2023, with a transition date of January 1, 2022. In order to make the information as of and for the year ended December 31, 2022 comparable with the information as of and for the year ended December 31, 2023, the balance sheet as of December 31, 2022 and the income statement for the year ended December 31, 2022 were restated. Information as of and for the year ended December 31, 2021 is presented following the policies and valuation criteria established by IFRS 4, which was applicable as of December 31, 2021. For additional information on the application of IFRS 17, see Notes 2.2.8 and 2.3 and Appendix X to our Consolidated Financial Statements.
IFRS 17 has introduced substantial changes in the accounting of insurance contracts with the aim of achieving greater homogeneity and increasing comparability among entities. With the implementation of IFRS 17, the valuation of insurance contracts is based on a model that uses updated assumptions for each reporting period.
The impact on equity of the first-time application of IFRS 17 as of January 1, 2023 on the BBVA Group includes the impact in transition and financial information from January 1, 2022 to December 31, 2022 as restated under IFRS 17. A non-significant effect has been observed when comparing the results expressed under IFRS 4 with those restated under IFRS 17 in 2022, except in specific cases, the impact of which has been recorded in “Retained earnings”. For additional information, see Appendix X to our Consolidated Financial Statements.
The impact of the transition from IFRS 4 to IFRS 17 on accumulated other comprehensive income (loss) and retained earnings related mainly to long-term contracts. The impact on equity recognized at the date of entry into force of IFRS 17 (January 1, 2023) was not significant for the consolidated financial statements of the BBVA Group.
Agreement on the Collective Layoff Procedure
On June 8, 2021, BBVA reached an agreement with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain on April 13, 2021, which would affect a maximum of 2,935 employees. The agreement also included the closing of 480 offices (all closed as of June 30, 2022). Ultimately, by the time the procedure was over, 2,899 employees had accepted the agreement and effectively departed BBVA. The cost of the process amounted to a €994 million expense before taxes for the year ended December 31, 2021 (€754 million corresponding to the collective layoff and €240 million to the closing of offices, respectively) which was recognized under the headings “Provisions or reversal of provisions”, “Impairment or reversal of impairment on non-financial assets”, “Gains (losses) on derecognition of non-financial assets and subsidiaries, net” and “Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations” of the BBVA Group and under the heading “Profit / (loss) from discontinued operations, net and Other” of the Corporate Center. See Note 24 to our Consolidated Financial Statements.
USA Sale
On June 1, 2021, after obtaining the relevant regulatory authorizations from the competent authorities, BBVA completed the USA Sale. The consideration received in cash by BBVA as a consequence of the USA Sale amounted to approximately $11,500 million (the price provided in the agreement minus the agreed closing price adjustments) equivalent to approximately €9,600 million (at an exchange rate of $1.20 per euro).
The results obtained by BBVA USA Bancshares, Inc. were consolidated in the Group’s results during the first five months of 2021, until completion of the USA Sale on June 1, 2021, and for all of 2020 under “Profit / (loss) from discontinued operations, net”. The accounting for both the results generated by BBVA USA Bancshares, Inc. in the first five months of 2021 and the gain on sale at closing of the transaction resulted in a cumulative profit net of taxes of €280 million in the year ended December 31, 2021, which was recorded under the heading “Profit / (loss) from discontinued operations, net”, and in a positive impact on the BBVA Group’s Common Equity Tier 1 (fully loaded) ratio of approximately 294 basis points as of December 31, 2021. See Notes 3 and 21 to our Consolidated Financial Statements.
Sale of the BBVA Group’s stake in Paraguay
On January 22, 2021 and after obtaining the relevant regulatory authorizations from the competent authorities, BBVA completed the sale of 100% of the share capital in its subsidiary BBVA Paraguay to Banco GNB Paraguay S.A., an affiliate of Grupo Financiero Gilinski. The total amount received by BBVA amounted to approximately $250 million (approximately €210 million) in cash. The transaction resulted in a loss of approximately €9 million net of taxes and increased the Group’s CET1 (fully loaded) ratio by approximately 6 basis points in 2021.
Operating Environment
Our results of operations are dependent, to a large extent, on the level of demand for our products and services (primarily loans and deposits but also intermediation of financial products such as sovereign or corporate debt) in the countries in which we operate. Demand for our products and services in those countries is affected by the performance of their respective economies in terms of Gross Domestic Product (“GDP”), as well as prevailing levels of employment, inflation and, particularly, interest rates. Typically, the demand for loans and saving products correlates positively with income, which correlates in turn with GDP, employment and the evolution of corporate earnings. Interest rates have a direct impact on bank results as banking activity mainly relies on the generation of positive interest margins by paying lower interest on liabilities, primarily deposits, than the interest received on assets, primarily loans. However, it should be noted that higher interest rates, all else being equal, also reduce the demand for banking loans and increase the cost of funding and also typically lead to unrealized losses on fixed income securities and higher default rates.
Global economic growth has slowed throughout 2023 and, in particular, during the last few months of the year due to high inflation, the tightening of monetary conditions and the gradual fading of activity recovery after the COVID-19 pandemic. Still, the growth slowdown has been, in general, less abrupt than expected and economic activity remains relatively dynamic, particularly in the United States. The dynamism of labor markets, expansive fiscal policies and the gradual dissipation of supply shocks caused by the pandemic and the war in Ukraine have contributed to this.
The fall in commodity prices with respect to 2022 and improvements in supply bottlenecks, despite the recent disruptions in maritime trade in the Red Sea caused by conflicts in the region, have contributed to a significant moderation of inflation which, in annual terms, reached 3.4% in the United States and 2.9% in the Eurozone in December 2023, well below the levels registered at the end of 2022 (6.5% in the United States and 9.2% in the Eurozone). In January 2024, inflation reached, in annual terms, 3.1% in the United States and 2.8% in the Eurozone.
In this context, the process of raising interest rates that began approximately two years ago appears to have come to an end. According to BBVA Research, inflation is expected to continue to evolve favorably in the coming months, paving the way for the beginning of a process of gradual relaxation of monetary conditions by around mid-2024, which would bring monetary policy interest rates to around 4.50% in the United States and 3.75% (in the case of refinancing operations interest rates) in the Eurozone at the end of 2024. Moreover, it is expected that both the Fed and the ECB will continue to adopt liquidity reduction measures throughout 2024.
BBVA Research forecasts that global growth will be approximately 3.0% in 2024, similar to the GDP growth estimated for 2023. In the United States, strong domestic demand has supported GDP growth of 2.5% in 2023, but tight monetary conditions are expected by BBVA Research to contribute to a slowdown in growth in 2024 to around 1.5%. In China, structural challenges remain that may lead to a rapid economic slowdown, but a series of stimulus measures have allowed for greater-than-expected dynamism in activity in recent months, and GDP growth of 5.2% in 2023. BBVA Research’s GDP growth forecast for 2024 remains unchanged at 4.4%. In the Eurozone, economic activity has stagnated in recent months, reinforcing the prospects for low growth. BBVA Research forecasts a GDP expansion of 0.7% in 2024, slightly more than the 0.5% growth recorded in 2023.
In this context of below-potential growth and still high interest rates, the moderation of aggregate demand is expected to lead to a further reduction in inflation, which, however, is expected to remain somewhat above the inflation targets in the United States and the Eurozone until the end of 2024.
In any case, uncertainty remains high and a series of factors could trigger more negative scenarios. The persistence of inflation and high interest rates could generate a deep and widespread recession, as well as new episodes of financial volatility. Furthermore, China’s slowdown could end up being more severe than anticipated. Finally, current geopolitical tensions could drive energy prices up and cause new disruptions in global supply chains.
In Spain, GDP expanded 2.5% in 2023 and is expected by BBVA Research to be 1.5% in 2024. Despite the relative resilience of activity, largely related to the dynamism of the services sector and the labor market, as well as the effect of European recovery funds, growth is expected to be depressed by the relatively weak activity dynamism in the Eurozone, in a context of larger uncertainty about internal policies. Annual inflation, which fell from particularly high values to 3.4% in January 2024 (3.1% in December 2023), is expected by BBVA Research to remain close to this level during 2024.
In Mexico, economic activity has expanded at a relatively high pace throughout 2023, despite some moderation in the fourth quarter, due to the dynamism of private consumption, the resilience of the manufacturing sector, the effects on private investment of the prospects for the relocation of manufacturing production outside of China (nearshoring) and the impact of larger public spending on the construction sector, in a context of relatively high growth in the United States. GDP grew by 3.2% in 2023 and is expected by BBVA Research to grow by 2.9% in 2024. Annual inflation decreased throughout 2023 and reached 4.9% in January 2024 (4.7% in December 2023). BBVA Research expects annual inflation to moderate gradually in the coming quarters, to around 3.8% on average in 2024. Official interest rates, which stood at 11.25% at the end of 2023, are expected by BBVA Research to begin to be cut from the first quarter of 2024, converging to around 9.0% at the end of this year.
In Turkey, there are increasing signs of changes in economic policy, in general, and monetary policy, in particular, since the general elections held in May 2023, which may lead to a gradual correction of the current distortions. In this regard, the reference interest rate has increased from 8.5% at the beginning of the previous year to 45.0% in January 2024 (42.5% in December 2023), and is expected by BBVA Research to remain unchanged at this level for a prolonged period of time, with the objective of controlling inflation, which reached 64.9% in January 2024 (64.8% in December 2023) in annual terms, and pave the way for a more stable Turkish lira. Economic growth is estimated by BBVA Research to have moderated to 4.5% in 2023 and expected to be 3.5% in 2024, supported by a still expansionary fiscal policy. In a context of high uncertainty, BBVA Research expects that the pace of GDP growth will moderate, eventually contributing to a reduction in inflation, which is however expected to remain at relatively high levels.
In Argentina, the new government that came out of the November of 2023 elections has announced an adjustment plan to begin correcting the strong macroeconomic distortions, which, among other measures, includes a significant reduction in the fiscal deficit and a severe exchange rate depreciation. Uncertainty is high, but despite their short-term adverse impact and the high associated risks, recent adjustments, eventually complemented by additional measures such as an increase in interest rates, could according to BBVA Research lay the foundations for a gradual reduction in inflation and a recovery in growth starting in the second half of 2024. Thus, annual inflation, which accelerated to 254% in January 2024 (211% in December 2023), is expected by BBVA Research to continue to increase during the next few months, before easing to around 175% in December 2024. GDP, which is estimated to have fallen by around 1.5% in 2023, is expected by BBVA Research to contract by around 4.0% in 2024, despite some eventual improvement expected late in this year.
In Colombia, economic activity has lost dynamism throughout 2023, when GDP increased by 0.6%, well below expectations. In 2024, GDP is forecast to expand by 1.5%. The lower growth of domestic demand is expected by BBVA Research to support a gradual moderation of inflation, from 8.3% in January 2024 (9.3% in December 2023) to around 5.4% in December 2024, which according to it could allow interest rates, which stood at 12.75% at the beginning of the year (13.0% in December 2023), to converge to around 7.0% by the end of 2024.
In Peru, in a context marked by adverse weather shocks and the effects of high inflation and contractionary monetary policy, economic activity exhibited weakness in 2023, and particularly in the last months of the year. In this context, GDP contracted by 0.6% in 2023. The moderation of inflation (which reached 3.0% in January 2024 (3.2% in December 2023) and is estimated to converge to around 2.6% in December 2024), as well as the gradual decline of interest rates (which fell by 150 basis points to 6.25% over the last few months and are expected to continue to be cut to approximately 4.5% throughout 2024) are expected by BBVA Research to support activity recovery and GDP growth of 2.0% in 2024.
BBVA Group results of operations for 2023 compared to 2022
The table below shows the Group’s consolidated income statements for 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Interest and other income |
47,850 |
31,432 |
52.2 |
| Interest expense |
(24,761) |
(12,309) |
101.2 |
| Net interest income |
23,089 |
19,124 |
20.7 |
| Dividend income |
118 |
123 |
(4.2) |
| Share of profit or loss of entities accounted for using the equity method |
26 |
21 |
27.3 |
| Fee and commission income |
9,899 |
8,260 |
19.8 |
| Fee and commission expense |
(3,611) |
(2,888) |
25.0 |
| Net gains (losses) on financial assets and liabilities (1) |
1,844 |
663 |
178.0 |
| Exchange differences, net |
339 |
1,275 |
(73.4) |
| Other operating income |
619 |
528 |
17.2 |
| Other operating expense |
(4,042) |
(3,438) |
17.6 |
| Income on insurance and reinsurance contracts |
3,081 |
2,622 |
17.5 |
| Expense on insurance and reinsurance contracts |
(1,821) |
(1,547) |
17.7 |
| Gross income |
29,542 |
24,743 |
19.4 |
| Administration costs |
(10,905) |
(9,373) |
16.3 |
| Personnel expense |
(6,530) |
(5,601) |
16.6 |
| Other administrative expense |
(4,375) |
(3,773) |
16.0 |
| Depreciation and amortization |
(1,403) |
(1,328) |
5.6 |
| Net margin before provisions (2) |
17,233 |
14,042 |
22.7 |
| Provisions or reversal of provisions |
(373) |
(291) |
28.3 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(4,428) |
(3,379) |
31.1 |
| Impairment or reversal of impairment on non-financial assets |
(54) |
(27) |
96.4 |
| Gains (losses) on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates |
19 |
31 |
(38.8) |
|
|
|
|
| Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations |
22 |
(108) |
n.m. (3) |
| Operating profit / (loss) before tax |
12,419 |
10,268 |
20.9 |
| Tax expense or income related to profit or loss from continuing operations |
(4,003) |
(3,505) |
14.2 |
| Profit / (loss) from continuing operations |
8,416 |
6,763 |
24.4 |
| Profit / (loss) from discontinued operations, net |
— |
— |
— |
| Profit / (loss) |
8,416 |
6,763 |
24.4 |
| Profit / (loss) attributable to parent company |
8,019 |
6,358 |
26.1 |
| Profit / (loss) attributable to non-controlling interests |
397 |
405 |
(2.1) |
(1)Comprises the following income statement line items contained in the Consolidated Financial Statements: “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” and “Gains (losses) from hedge accounting, net”.
(2)Calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
The changes in our consolidated income statements for the years ended December 31, 2023 and 2022 were as follows:
Net interest income
The following table summarizes net interest income for the years ended December 31, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Interest and other income |
47,850 |
31,432 |
52.2 |
| Interest expense |
(24,761) |
(12,309) |
101.2 |
| Net interest income |
23,089 |
19,124 |
20.7 |
Net interest income for the year ended December 31, 2023 amounted to €23,089 million, a 20.7% increase compared with the €19,124 million recorded for the year ended December 31, 2022, as interest and other income increased by 52.2% due mainly to the increase in yields and, to a significantly lesser extent, volumes (see “Item 4. Information on the Company—Selected Statistical Information—Average Balances and Rates”) of corporate loans and retail loans, partially offset by an increase in interest expense of 101.2%, mainly driven by higher overall funding costs due to interest rate increases, with liabilities repricing faster than assets. The positive income generated by the funds obtained from drawdowns of the ECB’s TLTRO III facilities was recorded under interest and other income, while the borrowing costs of the drawdowns of the TLTRO III facilities were recorded under interest expense. By region, the increase in net interest income was the result of increases in net interest income in the main countries where the BBVA Group operates (as described below). At constant exchange rates, net interest income increased by 28.6%. The following factors, set out by region, were the main contributors to the 20.7% increase in net interest income:
•Mexico: there was a 31.9% increase mainly as a result of the higher contribution from our wholesale and retail portfolios (in terms of volume and yield) and, to a lesser extent, the securities portfolio (in terms of yield), supported by the appreciation of the Mexican peso against the euro and (with respect to the yield) the higher interest rate environment, partially offset by higher funding costs as a result of the increase in interest rates, and the effect of the appreciation of the Mexican peso against the euro on interest expense.
•Spain: there was a 48.9% increase mainly as a result of the higher yield of the non-financial corporations loan portfolio, supported by the higher interest rate environment, partially offset by significantly higher funding costs.
•South America: there was a 6.2% increase mainly as a result of increases in the yield and volume of credit card loans and the commercial loan portfolios in the region, partially offset by significantly higher funding costs (particularly, in the wholesale portfolio in Colombia) as a result of increases in interest rates, and the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro, which had a greater impact on interest income than on interest expense.
The increase in net interest income was partially offset by:
•Turkey: there was a 28.4% decrease mainly as a result of the depreciation of the Turkish lira against the euro and, to a lesser extent, lower swap funding costs, partially offset by the higher volume of Turkish lira-denominated loans (credit card loans and loans to enterprises) and the increase in volume of sovereign debt securities, as a result in part of the increase in the securities maintenance ratio established by the CBRT (see “—Supervision and Regulation—Principal Markets—Turkey”).
Dividend income
Dividend income for the year ended December 31, 2023 amounted to €118 million, a 4.2% decrease compared with the €123 million recorded for the year ended December 31, 2022, mainly as a result of lower dividend income in Spain, particularly in connection with the non-trading portfolio.
Share of profit or loss of entities accounted for using the equity method
Share of profit or loss of entities accounted for using the equity method for the year ended December 31, 2023 amounted to income of €26 million compared with the income of €21 million recorded for the year ended December 31, 2022.
Fee and commission income
The table below provides a breakdown of fee and commission income for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Bills receivables |
24 |
26 |
(7.4) |
| Demand accounts |
300 |
424 |
(29.3) |
| Credit and debit cards and POS |
4,665 |
3,499 |
33.3 |
| Checks |
175 |
162 |
8.3 |
| Transfers and other payment orders |
862 |
812 |
6.2 |
| Insurance product commissions |
384 |
261 |
47.4 |
| Loan commitments given |
307 |
259 |
18.4 |
| Other commitments and financial guarantees given |
471 |
420 |
12.0 |
| Asset management |
1,407 |
1,228 |
14.5 |
| Securities fees |
345 |
266 |
29.9 |
| Custody securities |
207 |
193 |
7.4 |
| Other fees and commissions |
751 |
711 |
5.7 |
| Fee and commission income |
9,899 |
8,260 |
19.8 |
Fee and commission income increased by 19.8% to €9,899 million for the year ended December 31, 2023 from the €8,260 million recorded for the year ended December 31, 2022, primarily due to the increased volume of transactions in the main countries where the BBVA Group operates, in particular, credit cards in Mexico, Turkey and Argentina, and the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Fee and commission expense
The breakdown of fee and commission expense for the years ended December 31, 2023 and 2022 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Demand accounts |
6 |
5 |
29.9 |
| Credit and debit cards |
2,337 |
1,884 |
24.0 |
| Transfers and other payment orders |
156 |
132 |
18.0 |
| Commissions for selling insurance |
40 |
54 |
(25.7) |
| Custody securities |
111 |
92 |
19.8 |
| Other fees and commissions |
961 |
721 |
33.3 |
| Fee and commission expense |
3,611 |
2,888 |
25.0 |
Fee and commission expense increased by 25.0% to €3,611 million for the year ended December 31, 2023 from the €2,888 million recorded for the year ended December 31, 2022, primarily due to the increased volume of transactions in the main countries where the BBVA Group operates, in particular, in credit cards, the higher commissions paid for attracting customers to open salary accounts in Turkey and the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Net gains (losses) on financial assets and liabilities
Net gains on financial assets and liabilities increased to €1,844 million for the year ended December 31, 2023 compared to the net gain of €663 million recorded for the year ended December 31, 2022, mainly due to the higher gains from the debt securities portfolios in South America and Turkey, higher sales in the Global Markets unit in Spain and Mexico and, to a lesser extent, the increase in gains from the debt securities portfolio in Argentina, partially offset by the negative effect of the appreciation of the Mexican peso on foreign currency hedges within the ALCO portfolio in the Corporate Center and, to a lesser extent, the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
The table below provides a breakdown of net gains (losses) on financial assets and liabilities for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net |
76 |
64 |
18.7 |
| Financial assets at fair value through other comprehensive income |
42 |
58 |
(28.9) |
| Financial assets at amortized cost |
41 |
8 |
n.m. (1) |
| Other financial assets and liabilities |
(7) |
(3) |
153.4 |
| Gains (losses) on financial assets and liabilities held for trading, net |
1,352 |
562 |
140.8 |
| Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net |
337 |
(67) |
n.m. (1) |
| Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net |
96 |
150 |
(36.0) |
| Gains (losses) from hedge accounting, net |
(17) |
(45) |
(62.0) |
| Net gains (losses) on financial assets and liabilities |
1,844 |
663 |
178.0 |
(1)Not meaningful.
Gains on derecognition of financial assets and liabilities not measured at fair value through profit or loss increased by 18.7% to €76 million in the year ended December 31, 2023 from €64 million in the year ended December 31, 2022, mainly due to the increase in gains from debt securities in Turkey, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Gains on financial assets and liabilities held for trading increased to €1,352 million in the year ended December 31, 2023 from €562 million in the year ended December 31, 2022, mainly as a result of the higher gains from the debt securities portfolios in South America and Turkey, higher sales in the Global Markets unit in Spain and Mexico, supported by the high-volatility environment, partially offset by the negative effect of the appreciation of the Mexican peso on foreign currency hedges within the ALCO portfolio of the Corporate Center and the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Gains on non-trading financial assets mandatorily at fair value through profit or loss were €337 million in the year ended December 31, 2023, compared to the €67 million loss in the year ended December 31, 2022, primarily due to the higher contribution from the industrial and financial portfolios managed by the Corporate Center as part of the centralized Group functions and the increase in gains from the debt securities portfolio in Argentina.
Gains on financial assets and liabilities designated at fair value through profit or loss decreased by 36.0% to €96 million in the year ended December 31, 2023 from €150 million in the year ended December 31, 2022, mainly as a result of decreased gains from the Global Markets unit in Spain and, to a lesser extent, the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Losses from hedge accounting decreased by 62.0% to €17 million in the year ended December 31, 2023 from €45 million in the year ended December 31, 2022, as a result of the lower negative changes in the fair value of hedged items (attributable to the hedged risk) in Mexico and Turkey.
Exchange differences, net
Exchange differences decreased by 73.4% to a €339 million gain for the year ended December 31, 2023 from a €1,275 million gain for the year ended December 31, 2022, mainly as a result of the negative exchange rate differences recognized in Mexico and South America.
Other operating income and expense, net
Other operating income for the year ended December 31, 2023 increased by 17.2% to €619 million compared with the €528 million recorded for the year ended December 31, 2022, mainly as a result of the higher income from operating leases in Turkey and, to a lesser extent, higher income from non-financial services related to real estate in Mexico, offset in part by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico) and the lower impact of the revaluation of bonds linked to inflation in Turkey (€1,202 million in 2023 compared to €1,490 million in 2022).
Other operating expense for the year ended December 31, 2023 amounted to €4,042 million, a 17.6% increase compared with the €3,438 million recorded for the year ended December 31, 2022, mainly driven by the higher net loss on the monetary position resulting from the adjustment for hyperinflation in Argentina (€2,314 million in 2023 compared to the €822 million in 2022), the payment of the temporary tax on credit institutions and financial credit establishments in Spain for the first time (totaling €215 million, which was paid in the year ended December 31, 2023), the greater contribution made to the Deposit Guarantee Fund of Credit Institutions in Mexico and Turkey and the appreciation of the Mexican peso, partially offset by the lower combined contribution made to the ECB’s Single Resolution Fund and to the Deposit Guarantee Fund in Spain compared to the year ended December 31, 2022, the lower net loss on the monetary position resulting from the adjustment for hyperinflation in Turkey (€2,118 million in 2023 compared to €2,323 million in 2022) and the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico). As of December 31, 2023, BBVA had satisfied in full the amount to be paid by it at a global level under the ECB’s Single Resolution Fund. In addition, the estimated impact of the temporary tax corresponding to the year 2024 is €285 million and will be recorded in the first quarter of 2024 under “Other operating expense” in the consolidated income statement.
Income and expense on insurance and reinsurance contracts
Income on insurance and reinsurance contracts for the year ended December 31, 2023 was €3,081 million, a 17.5% increase compared with the €2,622 million of income recorded for the year ended December 31, 2022, mainly due to the increase in insurance premiums in Mexico and Spain as a result of higher insurance sales and, to a lesser extent, the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Expense on insurance and reinsurance contracts for the year ended December 31, 2023 was €1,821 million, a 17.7% increase compared with the €1,547 million expense recorded for the year ended December 31, 2022, mainly as a result of a higher claim ratio in Spain and Mexico and the higher insurance premiums paid to third parties in Mexico, mainly driven by the increase in the volume of insurance sales, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
Administration costs
Administration costs, which include personnel expense and other administrative expense, for the year ended December 31, 2023 amounted to €10,905 million, a 16.3% increase compared with the €9,373 million recorded for the year ended December 31, 2022, mainly as a result of the higher personnel expenses mainly driven by salary increases (driven by inflation) and, to a lesser extent, an increase in the number of employees in Mexico, Spain and, to a lesser extent, Peru, the increase in certain general expenses related to technology driven to a great extent by the higher average inflation rate in the main countries where the BBVA Group operates and, to a lesser extent, the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
The table below provides a breakdown of personnel expense for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Wages and salaries |
5,068 |
4,310 |
17.6 |
| Social security costs |
834 |
708 |
17.8 |
| Defined contribution plan expense |
139 |
87 |
60.2 |
| Defined benefit plan expense |
49 |
42 |
17.2 |
| Other personnel expense |
440 |
454 |
(3.0) |
| Personnel expense |
6,530 |
5,601 |
16.6 |
The table below provides a breakdown of other administrative expense for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Technology and systems |
1,512 |
1,391 |
8.7 |
| Communications |
219 |
195 |
12.3 |
| Advertising |
349 |
266 |
31.2 |
| Property, fixtures and materials |
520 |
440 |
18.3 |
|
|
|
|
| Taxes other than income tax |
451 |
370 |
21.9 |
| Surveillance and cash courier services |
234 |
214 |
9.5 |
| Other expense |
1,090 |
897 |
21.5 |
| Other administrative expense |
4,375 |
3,773 |
16.0 |
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €1,403 million, a 5.6% increase compared with the €1,328 million recorded for the year ended December 31, 2022, mainly due to the increase in the depreciation expense related to IT equipment and right-of-use leased assets in Mexico and Turkey and the appreciation of the Mexican peso, partially offset by the decreases in the depreciation expense of right-of-use leased assets in Spain.
Provisions or reversal of provisions
Provisions or reversal of provisions for the year ended December 31, 2023 amounted to an expense of €373 million, a 28.3% increase compared with the €291 million expense recorded for the year ended December 31, 2022, mainly as a result of the increased provisions for pensions and other employee benefit commitments in Spain and Turkey, higher provisions for various purposes in Spain and South America, higher provisions for contingent risks and legal contingencies in Mexico and the provisions recorded in connection with the February 2023 earthquakes in Turkey, partially offset by the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico) and lower provisions for contingent risks and legal contingencies in Peru.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification for the year ended December 31, 2023 was an expense of €4,428 million, a 31.1% increase compared with the €3,379 million expense recorded for the year ended December 31, 2022, mainly due to (i) higher Stage 3 entries in the retail loan portfolios (consumer and credit cards) in Mexico and in Spain, as a result, in part, of the high interest rate environment; (ii) higher credit impairment requirements in Stage 3 retail loans in Peru as a result of the expiration of the grace period granted under the Reactiva program in September 2023; (iii) additional credit impairment requirements in consumer loans in Colombia, within an inflationary environment and overall unfavorable macroeconomic conditions; and (iv) the appreciation of the Mexican peso; partially offset by the decrease in the collective expected losses related to the wholesale portfolio in Turkey, as a result of the improved performance of companies which resulted in a lower default rate, and the depreciation of the currencies of the main non-euro countries where the BBVA Group operates (excluding Mexico).
The table below provides a breakdown of impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2023 |
2022 |
Change |
| Impairment or reversal of impairment on: |
(In Millions of Euros) |
(In %) |
| Financial assets at fair value through other comprehensive income |
42 |
76 |
(44.5) |
| Financial assets at amortized cost |
4,386 |
3,303 |
32.8 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
4,428 |
3,379 |
31.1 |
Impairment or reversal of impairment on non-financial assets
Impairment or reversal of impairment on non-financial assets for the year ended December 31, 2023 amounted to an expense of €54 million, a 96.4% increase compared with the €27 million expense recorded for the year ended December 31, 2022, mainly due to higher non-financial assets impairments in Turkey, partially offset by lower non-financial assets impairments in Spain.
Gains (losses) on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates
Gains on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates for the year ended December 31, 2023 amounted to €19 million, a 38.8% decrease compared with the €31 million gain recorded for the year ended December 31, 2022.
Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations
Gains from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations for the year ended December 31, 2023 amounted to €22 million, compared with the €108 million loss recorded for the year ended December 31, 2022, mainly due to higher gains from real estate sales. Losses from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations for the year ended December 31, 2022 related mainly to the acquisition by BBVA of Tree Inversiones Inmobiliarias, SOCIMI, S.A. from Merlin Properties in June 2022, which resulted in the recognition of a €134 million loss in this line item. For additional information, see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.” and Note 17 to our Consolidated Financial Statements.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax for the year ended December 31, 2023 amounted to €12,419 million, a 20.9% increase compared with the €10,268 million operating profit before tax recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations for the year ended December 31, 2023 amounted to €4,003 million, a 14.2% increase compared with the €3,505 million expense recorded for the year ended December 31, 2022, mainly due to the higher operating profit before tax, in particular in Spain and Mexico, and the net loss on the monetary position pursuant to the adjustment for hyperinflation in Turkey which, in turn, led to additional adjustments to the tax expense for the year due to the difference between accounting and taxable profit (the current tax regulation in Turkey does not include a provision to reduce tax expense upon the existence of a loss linked to the net monetary position), partially offset by the revaluation for tax purposes of certain non-monetary assets of Garanti BBVA based on inflation as a result of certain changes in Turkey’s tax regulations during 2023. Amounts paid by BBVA under the temporary tax on credit institutions and financial credit establishments in Spain are a non-deductible expense for tax purposes. Tax expense amounted to 32.2% of operating profit before tax for the year ended December 31, 2023 and 34.1% for the year ended December 31, 2022.
Profit / (loss)
As a result of the foregoing, profit for the year ended December 31, 2023 amounted to €8,416 million, a 24.4% increase compared with the €6,763 million recorded for the year ended December 31, 2022.
Profit / (loss) attributable to parent company
As a result of the foregoing, profit attributable to parent company for the year ended December 31, 2023 amounted to €8,019 million, a 26.1% increase compared with the €6,358 million recorded for the year ended December 31, 2022.
Profit / (loss) attributable to non-controlling interests
Profit attributable to non-controlling interests for the year ended December 31, 2023 amounted to €397 million, a 2.1% decrease compared with the €405 million profit attributable to non-controlling interests recorded for the year ended December 31, 2022.
BBVA Group results of operations for 2022 compared to 2021
The table below shows the Group’s consolidated income statements for 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Interest and other income |
31,432 |
23,015 |
36.6 |
| Interest expense |
(12,309) |
(8,329) |
47.8 |
| Net interest income |
19,124 |
14,686 |
30.2 |
| Dividend income |
123 |
176 |
(29.8) |
| Share of profit or loss of entities accounted for using the equity method |
21 |
1 |
n.m. (1) |
| Fee and commission income |
8,260 |
6,997 |
18.1 |
| Fee and commission expense |
(2,888) |
(2,232) |
29.4 |
| Net gains (losses) on financial assets and liabilities (2) |
663 |
1,027 |
(35.4) |
| Exchange differences, net |
1,275 |
883 |
44.4 |
| Other operating income |
528 |
661 |
(20.2) |
| Other operating expense |
(3,438) |
(2,041) |
68.5 |
| Income on insurance and reinsurance contracts |
2,622 |
2,593 |
1.1 |
| Expense on insurance and reinsurance contracts |
(1,547) |
(1,685) |
(8.2) |
| Gross income |
24,743 |
21,066 |
17.5 |
| Administration costs |
(9,373) |
(8,296) |
13.0 |
| Personnel expense |
(5,601) |
(5,046) |
11.0 |
| Other administrative expense |
(3,773) |
(3,249) |
16.1 |
| Depreciation and amortization |
(1,328) |
(1,234) |
7.6 |
| Net margin before provisions (3) |
14,042 |
11,536 |
21.7 |
| Provisions or reversal of provisions |
(291) |
(1,018) |
(71.4) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(3,379) |
(3,034) |
11.4 |
| Impairment or reversal of impairment on non-financial assets |
(27) |
(221) |
(87.7) |
| Gains (losses) on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates |
31 |
24 |
28.1 |
|
|
|
|
| Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations |
(108) |
(40) |
167.2 |
| Operating profit / (loss) before tax |
10,268 |
7,247 |
41.7 |
| Tax expense or income related to profit or loss from continuing operations |
(3,505) |
(1,909) |
83.6 |
| Profit / (loss) from continuing operations |
6,763 |
5,338 |
26.7 |
| Profit / (loss) from discontinued operations, net |
— |
280 |
n.m. (1) |
| Profit / (loss) |
6,763 |
5,618 |
20.4 |
| Profit / (loss) attributable to parent company |
6,358 |
4,653 |
36.6 |
| Profit / (loss) attributable to non-controlling interests |
405 |
965 |
(58.0) |
(1)Not meaningful.
(2)Comprises the following income statement line items contained in the Consolidated Financial Statements: “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” and “Gains (losses) from hedge accounting, net”.
(3)Calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
The changes in our consolidated income statements for the years ended December 31, 2022 and 2021 were as follows:
Net interest income
The following table summarizes net interest income for the years ended December 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Interest and other income |
31,432 |
23,015 |
36.6 |
| Interest expense |
(12,309) |
(8,329) |
47.8 |
| Net interest income |
19,124 |
14,686 |
30.2 |
Net interest income for the year ended December 31, 2022 amounted to €19,124 million, a 30.2% increase compared with the €14,686 million recorded for the year ended December 31, 2021, as interest and other income increased by 36.6% due mainly to the increase in yields and volumes (see “Item 4. Information on the Company—Selected Statistical Information—Average Balances and Rates”) of corporate loans and retail loans, partially offset by an increase in interest expense of 47.8%, mainly driven by higher overall funding costs. The positive income generated by the funds obtained from drawdowns of the ECB’s TLTRO III facilities was recorded under interest and other income, while the borrowing costs of the drawdowns of the TLTRO III facilities were recorded under interest expense. By region, the increase in net interest income was the result of increases in net interest income in the main non-euro countries where the BBVA Group operates (as described below). At constant exchange rates, net interest income increased by 35.6%. The following factors, set out by region, were the main contributors to the 30.2% increase in net interest income:
•Mexico: there was a 43.6% increase mainly as a result of the higher contribution from our loan portfolio, in particular, the corporate and retail portfolios, which has increased both in terms of volume and yield, supported by the appreciation of the Mexican peso against the euro and, with respect to the yield, a higher interest rate environment, partially offset by higher funding costs as a result of the increase in interest rates.
•South America: there was a 44.7% increase mainly as a result of increases in the yield of the wholesale loan portfolio and in the volume of the consumer loan portfolio in Colombia, higher retail loan volume in Peru and, to a lesser extent, the increase in the volume and yield of retail loans and sovereign debt securities in Argentina, within an overall high interest rate environment, partially offset by higher funding costs and the depreciation of the Argentine peso.
•Turkey: there was an 10.2% increase mainly as a result of the higher yield and volume of Turkish lira-denominated loans to enterprises and credit card loans and the increase in volume of sovereign debt securities, as a result in part of the Turkish liraization strategy implemented by the CBRT, partially offset by the depreciation of the Turkish lira against the euro.
•Spain: there was an 7.7% increase mainly as a result of the higher yield and volume of the corporate and SMEs loan portfolios, supported by the higher interest rate environment, partially offset by higher funding costs.
Dividend income
Dividend income for the year ended December 31, 2022 amounted to €123 million, a 29.8% decrease compared with the €176 million recorded for the year ended December 31, 2021, mainly as a result of lower dividend income in Spain, particularly in connection with the non-trading portfolio.
Share of profit or loss of entities accounted for using the equity method
Share of profit or loss of entities accounted for using the equity method for the year ended December 31, 2022 amounted to income of €21 million, compared with the income of €1 million recorded for the year ended December 31, 2021.
Fee and commission income
The table below provides a breakdown of fee and commission income for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Bills receivables |
26 |
23 |
14.4 |
| Demand accounts |
424 |
425 |
(0.3) |
| Credit and debit cards and POS |
3,499 |
2,628 |
33.1 |
| Checks |
162 |
136 |
18.8 |
| Transfers and other payment orders |
812 |
664 |
22.2 |
| Insurance product commissions |
261 |
215 |
21.2 |
| Loan commitments given |
259 |
234 |
10.9 |
| Other commitments and financial guarantees given |
420 |
364 |
15.5 |
| Asset management |
1,228 |
1,250 |
(1.7) |
| Securities fees |
266 |
267 |
(0.7) |
| Custody securities |
193 |
169 |
14.4 |
| Other fees and commissions |
711 |
622 |
14.2 |
| Fee and commission income |
8,260 |
6,997 |
18.1 |
Fee and commission income increased by 18.1% to €8,260 million for the year ended December 31, 2022 from the €6,997 million recorded for the year ended December 31, 2021, primarily due to the increased volume of transactions in the main countries where the BBVA Group operates, in particular, credit cards in Mexico and South America, the higher banking and payment systems fees, in particular, in Mexico, Argentina and Peru, and the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the Turkish lira and the Argentine peso.
Fee and commission expense
The breakdown of fee and commission expense for the years ended December 31, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Demand accounts |
5 |
5 |
5.3 |
| Credit and debit cards |
1,884 |
1,427 |
32.0 |
| Transfers and other payment orders |
132 |
120 |
10.1 |
| Commissions for selling insurance |
54 |
51 |
7.5 |
| Custody securities |
92 |
55 |
66.8 |
| Other fees and commissions |
721 |
574 |
25.6 |
| Fee and commission expense |
2,888 |
2,232 |
29.4 |
Fee and commission expense increased by 29.4% to €2,888 million for the year ended December 31, 2022 from the €2,232 million recorded for the year ended December 31, 2021, primarily due to the increased volume of transactions in the main countries where the BBVA Group operates, in particular, credit cards, the higher banking and payment systems fees in Mexico and South America and the appreciation of the Mexican peso against the euro, partially offset by the depreciation of the Turkish lira and the Argentine peso.
Net gains (losses) on financial assets and liabilities
Net gains on financial assets and liabilities decreased by 35.4% to €663 million for the year ended December 31, 2022 compared to the net gain of €1,027 million recorded for the year ended December 31, 2021, mainly due to the negative impact of changes in exchange rates on certain foreign currency positions, the lower contribution from the industrial and financial portfolios managed by the Corporate Center as part of the centralized Group functions, and the depreciation of the Turkish lira and the Argentine peso against the euro, partially offset by the positive performance of the Global Markets unit in Turkey, South America, Mexico and Spain, supported by the high-volatility environment.
The table below provides a breakdown of net gains (losses) on financial assets and liabilities for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net |
64 |
134 |
(52.1) |
| Financial assets at fair value through other comprehensive income |
58 |
109 |
(46.1) |
| Financial assets at amortized cost |
8 |
27 |
(69.8) |
| Other financial assets and liabilities |
(3) |
(2) |
21.6 |
| Gains (losses) on financial assets and liabilities held for trading, net |
562 |
341 |
64.5 |
| Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net |
(67) |
432 |
n.m. (1) |
| Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net |
150 |
335 |
(55.2) |
| Gains (losses) from hedge accounting, net |
(45) |
(214) |
(79.0) |
| Net gains (losses) on financial assets and liabilities |
663 |
1,027 |
(35.4) |
(1)Not meaningful.
Gains on derecognition of financial assets and liabilities not measured at fair value through profit or loss decreased by 52.1% to €64 million in the year ended December 31, 2022 from €134 million in the year ended December 31, 2021, mainly due to the lower contribution from the industrial and financial portfolios managed by the Corporate Center as part of the centralized Group functions, the decrease in gains associated with interest-bearing securities in Spain and the depreciation of the Turkish lira and the Argentine peso against the euro.
Gains on financial assets and liabilities held for trading increased by 64.5%, to €562 million in the year ended December 31, 2022 from €341 million in the year ended December 31, 2021, mainly as a result of higher sales in the Global Markets unit in Turkey, South America, Mexico and Spain, supported by the high-volatility environment.
Losses on non-trading financial assets mandatorily at fair value through profit or loss were €67 million in the year ended December 31, 2022, compared with the €432 million gain in the year ended December 31, 2021, primarily due to the lower gains related to the Asset Protection Scheme entered into in connection with BBVA’s acquisition of Unnim in Spain (pursuant to which the Spanish Deposit Guarantee Fund of Credit Institutions agreed to assume 80% of the losses related to certain assets of Unnim during a period of 10 years following the completion of BBVA’s acquisition of Unnim) and the depreciation of the Turkish lira and the Argentine peso against the euro.
Gains on financial assets and liabilities designated at fair value through profit or loss decreased by 55.2% to €150 million in the year ended December 31, 2022 from €335 million in the year ended December 31, 2021, mainly as a result of decreased gains from loans to the Turkish government and its agencies.
Losses from hedge accounting decreased by 79.0% to €45 million in the year ended December 31, 2022 from a €214 million loss in the year ended December 31, 2021, as a result of less negative changes in the fair value of hedged items (attributable to the hedged risk).
Exchange differences, net
Exchange differences increased by 44.4% to a €1,275 million gain for the year ended December 31, 2022 from a €883 million gain for the year ended December 31, 2021, mainly as a result of the positive impact of changes in exchange rates on certain foreign currency positions.
Other operating income and expense, net
Other operating income for the year ended December 31, 2022 decreased by 20.2% to €528 million compared with the €661 million recorded for the year ended December 31, 2021, mainly as a result of the lower dividend income and the depreciation of the Turkish lira and the Argentine peso, partially offset by the positive impact of the revaluation of the bonds linked to inflation in Turkey, for a gross amount of €1,490 million, and the appreciation of the Mexican peso against the euro.
Other operating expense for the year ended December 31, 2022 amounted to €3,438 million, a 68.5% increase compared with the €2,041 million recorded for the year ended December 31, 2021, mainly driven by the net loss on the monetary position pursuant to the adjustment for hyperinflation in Turkey amounting to €2,232 million (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy”) and, to a lesser extent, the greater contributions made to the ECB’s Single Resolution Fund in Spain, higher contributions to the relevant Deposit Guarantee Funds as a result of the increase in the volume of deposits in Spain and in Mexico (in local currency), the appreciation of the Mexican peso against the euro and the higher adjustment for hyperinflation in Argentina, offset in part by the depreciation of the Turkish lira and the Argentine peso against the euro.
Income and expense on insurance and reinsurance contracts
Income on insurance and reinsurance contracts for the year ended December 31, 2022 was €2,622 million, a 1.1% increase compared with the €2,593 million of income recorded for the year ended December 31, 2021.
Expense on insurance and reinsurance contracts for the year ended December 31, 2022 was €1,547 million, an 8.2% decrease compared with the €1,685 million expense recorded for the year ended December 31, 2021.
Administration costs
Administration costs, which include personnel expense and other administrative expense, for the year ended December 31, 2022 amounted to €9,373 million, a 13.0% increase compared with the €8,296 million recorded for the year ended December 31, 2021, mainly as a result of the higher personnel expenses and certain general expenses related to technology and marketing in Mexico and Argentina (affected by inflation). The increase was partially offset by the decrease in personnel expenses in Spain due to the collective layoff procedure launched by Banco Bilbao Vizcaya Argentaria, S.A. in 2021 and the depreciation of the Turkish lira and the Argentine peso. At a constant exchange rate, there was a 15.8% period-on-period increase.
The table below provides a breakdown of personnel expense for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Wages and salaries |
4,310 |
3,933 |
9.6 |
| Social security costs |
708 |
668 |
6.1 |
| Defined contribution plan expense |
87 |
71 |
21.2 |
| Defined benefit plan expense |
42 |
49 |
(13.6) |
| Other personnel expense |
454 |
325 |
39.6 |
| Personnel expense |
5,601 |
5,046 |
11.0 |
The table below provides a breakdown of other administrative expense for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Technology and systems |
1,391 |
1,176 |
18.3 |
| Communications |
195 |
175 |
11.2 |
| Advertising |
266 |
207 |
28.4 |
| Property, fixtures and materials |
440 |
380 |
15.8 |
|
|
|
|
| Taxes other than income tax |
370 |
347 |
6.7 |
| Surveillance and cash courier services |
214 |
179 |
19.2 |
| Other expense |
897 |
786 |
14.1 |
| Other administrative expense |
3,773 |
3,249 |
16.1 |
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €1,328 million, a 7.6% increase compared with the €1,234 million recorded for the year ended December 31, 2021, mainly due to the increases in the depreciation expense in Mexico as a result of the appreciation of the Mexican peso against the euro and the increase in the depreciation expense related to offices for own use in Mexico and to IT equipment in Mexico and, to a lesser extent, increases in the depreciation expense related to offices for own use in Turkey, offset in part by the depreciation of the Turkish lira.
Provisions or reversal of provisions
Provisions or reversal of provisions for the year ended December 31, 2022 amounted to an expense of €291 million, a 71.4% decrease compared with the €1,018 million expense recorded for the year ended December 31, 2021. Provisions or reversal of provisions for the year ended December 31, 2021 included the cost recorded in connection with the agreement with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain, which resulted in a provision amounting to €754 million which was recognized in the Corporate Center in the line item “Profit / (loss) from discontinued operations, net and Other”. See “Presentation of Financial Information—Agreement on the Collective Layoff Procedure”, “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Agreement on the collective layoff procedure” and Note 24 to our Consolidated Financial Statements.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification for the year ended December 31, 2022 was an expense of €3,379 million, an 11.4% increase compared with the €3,034 million expense recorded for the year ended December 31, 2021, mainly due to an overall increase in lending activity and additional credit impairment requirements in the debt securities portfolio and the loans to individuals portfolio in the main geographies where the BBVA Group operates, mainly driven by the deteriorating macroeconomic environment, which is facing a downward revision of growth expectations in an inflationary environment where there has been a generalized increase in energy commodity prices and interest rates. Such increase was partially offset by the depreciation of the Turkish lira against the euro.
The table below provides a breakdown of impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification for the years ended December 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
2022 |
2021 |
Change |
| Impairment or reversal of impairment on: |
(In Millions of Euros) |
(In %) |
| Financial assets at fair value through other comprehensive income |
76 |
17 |
n.m. (1) |
| Financial assets at amortized cost |
3,303 |
3,017 |
9.5 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
3,379 |
3,034 |
11.4 |
(1)Not meaningful.
Impairment or reversal of impairment on non-financial assets
Impairment or reversal of impairment on non-financial assets for the year ended December 31, 2022 amounted to an expense of €27 million, an 87.7% decrease compared with the €221 million expense recorded for the year ended December 31, 2021. Impairment or reversal of impairment on non-financial assets for the year ended December 31, 2021 was mainly affected by the impairment recognized due to the closing of rented offices pursuant to the agreement reached with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain, which was recognized in the Corporate Center in the line item “Profit / (loss) from discontinued operations, net and Other”. See “Presentation of Financial Information—Agreement on the Collective Layoff Procedure”, “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Agreement on the collective layoff procedure” and Note 24 to our Consolidated Financial Statements.
Gains (losses) on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates
Gains on derecognition of non-financial assets and subsidiaries, net and Impairment or reversal of impairment of investments in joint ventures and associates for the year ended December 31, 2022 amounted to €31 million, a 28.1% increase compared with the €24 million gain recorded for the year ended December 31, 2021.
Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations
Losses from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations for the year ended December 31, 2022 amounted to €108 million, compared with the €40 million loss recorded for the year ended December 31, 2021, and relate mainly to the acquisition by BBVA of Tree Inversiones Inmobiliarias, SOCIMI, S.A. from Merlin Properties in June 2022, which resulted in the recognition of a €134 million loss in this line item. For additional information, see “Item 4. Information on the Company—History and Development of the Company—Capital Expenditures—2022—Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.”, “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.” and Note 17 to our Consolidated Financial Statements. The period-on-period loss increase was partially offset by higher gains from real estate sales.
Losses from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations for the year ended December 31, 2021 included the cost recorded in connection with the closing of offices for own use and the decommission of facilities, pursuant to the agreement reached with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain, which was recognized in the Corporate Center in the line item “Profit / (loss) from discontinued operations, net and Other”. See “Presentation of Financial Information— Agreement on the Collective Layoff Procedure”, “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Agreement on the collective layoff procedure” and Note 24 to our Consolidated Financial Statements.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax for the year ended December 31, 2022 amounted to €10,268 million, a 41.7% increase compared with the €7,247 million operating profit before tax recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations for the year ended December 31, 2022 amounted to €3,505 million, an 83.6% increase compared with the €1,909 million expense recorded for the year ended December 31, 2021, mainly due to the higher operating profit before tax, in particular in Mexico and, to a lesser extent, in Spain and South America, and the €67 million tax expense resulting from the transaction with Merlin Properties (see Note 17 to our Consolidated Financial Statements). Such tax expense was the result of the inclusion of Tree Inversiones Inmobiliarias, SOCIMI, S.A. in BBVA’s tax group and consolidation group, which resulted, among others, in limitations to the tax deductibility of impairments relating to the newly acquired branches (which were previously rented by the Group). Further, the applicable tax rate in Colombia increased to 38% for the year ended December 31, 2022 from 34% for the year ended December 31, 2021. The increase in tax expense for the year ended December 31, 2022 was partially offset by the net loss on the monetary position pursuant to the adjustment for hyperinflation in Turkey which, in turn, led to additional adjustments to the tax expense for the period due to the difference between accounting and taxable profit (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy”). In addition, the current tax regulation in Turkey does not include a provision to reduce tax expense upon the existence of a loss linked to the net monetary position. Tax expense amounted to 34.1% of operating profit before tax for the year ended December 31, 2022 and 26.3% for the year ended December 31, 2021.
Profit / (loss) from discontinued operations, net
Profit from discontinued operations for the year ended December 31, 2022 was nil compared with the €280 million profit recorded for the year ended December 31, 2021. Profit from discontinued operations for the year ended December 31, 2021 was attributable to the results generated by BBVA USA Bancshares, Inc. in the first five months of 2021 and gains generated by the USA Sale. See “Presentation of Financial Information―Sale of BBVA USA Bancshares, Inc.” and Note 21 to our Consolidated Financial Statements.
Profit / (loss)
As a result of the foregoing, profit for the year ended December 31, 2022 amounted to €6,763 million, a 20.4% increase compared with the €5,618 million recorded for the year ended December 31, 2021.
Profit / (loss) attributable to parent company
As a result of the foregoing, profit attributable to parent company for the year ended December 31, 2022 amounted to €6,358 million, a 36.6% increase compared with the €4,653 million recorded for the year ended December 31, 2021.
Profit / (loss) attributable to non-controlling interests
Profit attributable to non-controlling interests for the year ended December 31, 2022 amounted to €405 million, a 58.0% decrease compared with the €965 million profit attributable to non-controlling interests recorded for the year ended December 31, 2021, mainly as a result of the increase in BBVA’s stake in Garanti BBVA (from 49.85% to 85.97%) following the completion of BBVA’s voluntary takeover bid for the entire share capital of Garanti BBVA on May 18, 2022 (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.”).
Results of Operations by Operating Segment
The information contained in this section is presented under management criteria.
The tables set forth below show the income statement of our operating segments and Corporate Center for the years indicated. In addition, the income statement of our operating segments and Corporate Center is reconciled to the consolidated income statement of the Group. The “Adjustments” column in the tables for such years shows the differences between the Group income statement and the income statement calculated in accordance with management operating segment reporting criteria. In particular:
•in 2023, there were no differences between the Group income statement and the income statement calculated in accordance with management operating segment reporting criteria;
•in 2022, such differences correspond mainly to the loss recorded in connection with the acquisition by BBVA of Tree Inversiones Inmobiliarias, SOCIMI, S.A. on June 15, 2022 amounting to €201 million, net of taxes (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.”). In this section, information relating to the Spain operating segment for the year ended December 31, 2022 has been presented under management criteria pursuant to which such losses have been recognized under the heading “Profit / (loss) from discontinued operations, net and Other”. However, for purposes of the Group financial statements, such losses are presented under the headings “Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations” (€134 million loss) and “Tax expense or income related to profit or loss from continuing operations” (€67 million expense); and
•in 2021, such differences correspond to the provision recorded in connection with the agreement on the collective layoff procedure BBVA reached with union representatives on April 13, 2021 in Spain, amounting to €754 million (see “Presentation of Financial Information—Agreement on the Collective Layoff Procedure”, “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Agreement on the collective layoff procedure” and Note 24 to our Consolidated Financial Statements), the impairment or reversal of impairment on tangible assets and other intangible assets, which amounted to a €221 million expense for the year ended December 31, 2021, and the losses on derecognition of non-financial assets and subsidiaries and from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations amounting to €18 million. In particular, information relating to our Corporate Center for 2021 has been presented under management criteria pursuant to which such losses have been recognized under the heading “Provisions or reversal of provisions and other results”. However, for purposes of the Group financial statements, such losses are presented under the heading “Impairment or reversal of impairment on non-financial assets”.
In addition, during the first half of 2022, we changed the allocation criteria for certain expenses related to global technology projects between the Corporate Center and the business areas. Further, a team from the Global Markets unit was transferred from Spain to New York, with the corresponding transfer of the costs associated with this reallocation from the Spain business area to other business areas. The impact of these intra-group adjustments was not material and segment information as of and for the year ended December 31, 2021 has not been revised to reflect the new allocation criteria.
Further, with the entry into force of IFRS 17, the income statements for the year ended December 31, 2022 of the operating segments of the BBVA Group were restated.
For certain relevant information concerning the preparation and presentation of the financial information included in this Annual Report, see “Presentation of Financial Information”.
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For the year ended December 31, 2023 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Corporate Center |
|
Group |
|
(In Millions of Euros) |
| Net interest income / (expense) |
5,620 |
|
11,054 |
|
1,869 |
|
4,394 |
|
539 |
|
(386) |
|
|
23,089 |
|
| Net fees and commissions |
2,164 |
|
2,226 |
|
998 |
|
700 |
|
244 |
|
(44) |
|
|
6,288 |
|
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
409 |
|
572 |
|
937 |
|
633 |
|
316 |
|
(686) |
|
|
2,183 |
|
| Other operating income and expense, net (2) |
(305) |
|
415 |
|
(824) |
|
(1,395) |
|
3 |
|
87 |
|
|
(2,018) |
|
| Gross income |
7,888 |
|
14,267 |
|
2,981 |
|
4,331 |
|
1,103 |
|
(1,029) |
|
|
29,542 |
|
| Administration costs |
(2,762) |
|
(3,916) |
|
(1,250) |
|
(1,769) |
|
(569) |
|
(639) |
|
|
(10,905) |
|
| Depreciation and amortization |
(383) |
|
(469) |
|
(150) |
|
(165) |
|
(26) |
|
(210) |
|
|
(1,403) |
|
| Net margin before provisions (3) |
4,743 |
|
9,883 |
|
1,581 |
|
2,397 |
|
507 |
|
(1,878) |
|
|
17,233 |
|
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(651) |
|
(2,499) |
|
(118) |
|
(1,134) |
|
(28) |
|
1 |
|
|
(4,428) |
|
| Provisions or reversal of provisions and other results |
(145) |
|
(25) |
|
(137) |
|
(58) |
|
(1) |
|
(21) |
|
|
(386) |
|
| Operating profit / (loss) before tax |
3,947 |
|
7,359 |
|
1,325 |
|
1,206 |
|
479 |
|
(1,898) |
|
|
12,419 |
|
| Tax expense or income related to profit or loss from continuing operations |
(1,190) |
|
(2,018) |
|
(702) |
|
(291) |
|
(90) |
|
288 |
|
|
(4,003) |
|
| Profit / (loss) from continuing operations |
2,757 |
|
5,341 |
|
623 |
|
915 |
|
389 |
|
(1,610) |
|
|
8,416 |
|
| Profit / (loss) from discontinued operations, net and Other |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
| Profit / (loss) |
2,757 |
|
5,341 |
|
623 |
|
915 |
|
389 |
|
(1,610) |
|
|
8,416 |
|
| Profit / (loss) attributable to non-controlling interests |
(2) |
|
(1) |
|
(95) |
|
(302) |
|
— |
|
3 |
|
|
(397) |
|
| Profit / (loss) attributable to parent company |
2,755 |
|
5,340 |
|
528 |
|
613 |
|
389 |
|
(1,607) |
|
|
8,019 |
|
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)Includes “Dividend income”, “Share of profit or loss of entities accounted for using the equity method”, “Income/Expense on insurance and reinsurance contracts” and “Other operating income/expense”.
(3)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
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|
|
|
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|
|
For the year ended December 31, 2022 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Corporate Center |
Adjustments (1) |
Group |
|
(In Millions of Euros) |
| Net interest income / (expense) |
3,774 |
|
8,378 |
|
2,611 |
|
4,138 |
|
332 |
|
(109) |
|
— |
|
19,124 |
|
| Net fees and commissions |
2,156 |
|
1,625 |
|
602 |
|
778 |
|
243 |
|
(31) |
|
— |
|
5,372 |
|
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (2) |
396 |
|
439 |
|
741 |
|
447 |
|
208 |
|
(294) |
|
— |
|
1,938 |
|
| Other operating income and expense, net (3) |
(214) |
|
291 |
|
(782) |
|
(1,097) |
|
7 |
|
105 |
|
— |
|
(1,691) |
|
| Gross income |
6,112 |
|
10,734 |
|
3,172 |
|
4,265 |
|
790 |
|
(329) |
|
— |
|
24,743 |
|
| Administration costs |
(2,498) |
|
(3,000) |
|
(933) |
|
(1,806) |
|
(491) |
|
(647) |
|
— |
|
(9,373) |
|
| Depreciation and amortization |
(404) |
|
(398) |
|
(129) |
|
(170) |
|
(23) |
|
(206) |
|
— |
|
(1,328) |
|
| Net margin before provisions (4) |
3,210 |
|
7,336 |
|
2,111 |
|
2,290 |
|
276 |
|
(1,181) |
|
— |
|
14,042 |
|
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(522) |
|
(1,693) |
|
(387) |
|
(762) |
|
(13) |
|
(2) |
|
— |
|
(3,379) |
|
| Provisions or reversal of provisions and other results |
(78) |
|
(24) |
|
(88) |
|
(94) |
|
14 |
|
8 |
|
(134) |
|
(395) |
|
| Operating profit / (loss) before tax |
2,610 |
|
5,620 |
|
1,636 |
|
1,434 |
|
277 |
|
(1,175) |
|
(134) |
|
10,268 |
|
| Tax expense or income related to profit or loss from continuing operations |
(739) |
|
(1,488) |
|
(1,103) |
|
(347) |
|
(37) |
|
277 |
|
(67) |
|
(3,505) |
|
| Profit / (loss) from continuing operations |
1,872 |
|
4,132 |
|
533 |
|
1,087 |
|
240 |
|
(898) |
|
(201) |
|
6,763 |
|
| Profit / (loss) from discontinued operations, net and Other |
(201) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
201 |
|
— |
|
| Profit / (loss) |
1,670 |
|
4,132 |
|
533 |
|
1,087 |
|
240 |
|
(898) |
|
— |
|
6,763 |
|
| Profit / (loss) attributable to non-controlling interests |
(3) |
|
(1) |
|
(28) |
|
(349) |
|
— |
|
(25) |
|
— |
|
(405) |
|
| Profit / (loss) attributable to parent company |
1,667 |
|
4,131 |
|
505 |
|
738 |
|
240 |
|
(922) |
|
— |
|
6,358 |
|
(1)Corresponds mainly to the loss recorded in connection with the acquisition by BBVA of Tree Inversiones Inmobiliarias, SOCIMI, S.A. on June 15, 2022 amounting to €201 million, net of taxes (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition—Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.”). In this section, information relating to the Spain operating segment for the year ended December 31, 2022 has been presented under management criteria pursuant to which such losses have been recognized under the heading “Profit / (loss) from discontinued operations, net and Other”. However, for purposes of the Group financial statements, such losses are presented under the headings “Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations”, which is included in “Provisions or reversal of provisions and other results” in the table above (€134 million loss), and “Tax expense or income related to profit or loss from continuing operations” (€67 million expense).
(2)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(3)Includes “Dividend income”, “Share of profit or loss of entities accounted for using the equity method”, “Income/Expense on insurance and reinsurance contracts” and “Other operating income/expense”.
(4)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
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|
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|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2021 |
|
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Corporate Center |
Adjustments (1) |
Group |
|
(In Millions of Euros) |
| Net interest income / (expense) |
3,502 |
|
5,836 |
|
2,370 |
|
2,859 |
|
281 |
|
(163) |
|
— |
|
14,686 |
|
| Net fees and commissions |
2,189 |
|
1,211 |
|
564 |
|
589 |
|
248 |
|
(36) |
|
— |
|
4,765 |
|
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (2) |
343 |
|
366 |
|
413 |
|
324 |
|
197 |
|
266 |
|
— |
|
1,910 |
|
| Other operating income and expense, net (3) |
(109) |
|
190 |
|
74 |
|
(611) |
|
16 |
|
146 |
|
— |
|
(295) |
|
| Gross income |
5,925 |
|
7,603 |
|
3,422 |
|
3,162 |
|
741 |
|
212 |
|
— |
|
21,066 |
|
| Administration costs |
(2,599) |
|
(2,333) |
|
(890) |
|
(1,356) |
|
(430) |
|
(687) |
|
— |
|
(8,296) |
|
| Depreciation and amortization |
(431) |
|
(326) |
|
(118) |
|
(145) |
|
(20) |
|
(194) |
|
— |
|
(1,234) |
|
| Net margin before provisions (4) |
2,895 |
|
4,944 |
|
2,414 |
|
1,661 |
|
291 |
|
(668) |
|
— |
|
11,536 |
|
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(503) |
|
(1,440) |
|
(494) |
|
(622) |
|
27 |
|
(2) |
|
— |
|
(3,034) |
|
| Provisions or reversal of provisions and other results |
(270) |
|
24 |
|
33 |
|
(77) |
|
(4) |
|
32 |
|
(772) |
|
(1,034) |
|
| Impairment or reversal of impairment on non-financial assets |
|
|
|
|
|
|
(221) |
|
(221) |
|
| Operating profit / (loss) before tax |
2,122 |
|
3,528 |
|
1,953 |
|
961 |
|
314 |
|
(638) |
|
(994) |
|
7,247 |
|
| Tax expense or income related to profit or loss from continuing operations |
(538) |
|
(960) |
|
(455) |
|
(287) |
|
(60) |
|
94 |
|
298 |
|
(1,909) |
|
| Profit / (loss) from continuing operations |
1,584 |
|
2,568 |
|
1,498 |
|
674 |
|
254 |
|
(544) |
|
(696) |
|
5,338 |
|
| Profit / (loss) from discontinued operations, net and Other |
— |
|
— |
|
— |
|
— |
|
— |
|
(416) |
|
696 |
|
280 |
|
| Profit / (loss) |
1,584 |
|
2,568 |
|
1,498 |
|
674 |
|
254 |
|
(960) |
|
— |
|
5,618 |
|
| Profit / (loss) attributable to non-controlling interests |
(2) |
|
— |
|
(758) |
|
(184) |
|
— |
|
(20) |
|
— |
|
(965) |
|
| Profit / (loss) attributable to parent company |
1,581 |
|
2,568 |
|
740 |
|
491 |
|
254 |
|
(980) |
|
— |
|
4,653 |
|
(1)Correspond to the provision recorded in connection with the agreement on the collective layoff procedure BBVA reached with union representatives on April 13, 2021 in Spain, amounting to €754 million, the impairment or reversal of impairment on tangible assets and other intangible assets, which amounted to a €221 million expense for the year ended December 31, 2021, and the losses on derecognition of non-financial assets and subsidiaries and from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations amounting to €18 million. In this section, information relating to our Corporate Center for 2021 has been presented under management criteria pursuant to which such losses have been recognized under the heading “Provisions or reversal of provisions and other results”. However, for purposes of the Group financial statements, such losses are presented under the heading “Impairment or reversal of impairment on non-financial assets”.
(2)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(3)Includes “Dividend income”, “Share of profit or loss of entities accounted for using the equity method”, “Income/Expense on insurance and reinsurance contracts” and “Other operating income/expense”.
(4)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
Results of Operations by Operating Segment for 2023 Compared with 2022
SPAIN
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|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
5,620 |
3,774 |
48.9 |
| Net fees and commissions |
2,164 |
2,156 |
0.4 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
409 |
396 |
3.4 |
| Other operating income and expense, net |
(665) |
(569) |
16.8 |
| Income and expense on insurance and reinsurance contracts |
360 |
355 |
1.3 |
| Gross income |
7,888 |
6,112 |
29.1 |
| Administration costs |
(2,762) |
(2,498) |
10.6 |
| Depreciation and amortization |
(383) |
(404) |
(5.1) |
| Net margin before provisions (2) |
4,743 |
3,210 |
47.7 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(651) |
(522) |
24.5 |
| Provisions or reversal of provisions and other results |
(145) |
(78) |
86.6 |
| Operating profit / (loss) before tax |
3,947 |
2,610 |
51.2 |
| Tax expense or income related to profit or loss from continuing operations |
(1,190) |
(739) |
61.1 |
| Profit from continuing operations |
2,757 |
1,872 |
47.3 |
| Profit / (loss) from discontinued operations, net and Other |
— |
(201) |
n.m. (3) |
| Profit |
2,757 |
1,670 |
65.1 |
| Profit attributable to non-controlling interests |
(2) |
(3) |
(31.9) |
| Profit attributable to parent company |
2,755 |
1,667 |
65.3 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)Calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2023 amounted to €5,620 million, a 48.9% increase compared with the €3,774 million recorded for the year ended December 31, 2022, mainly as a result of the higher yield of the non-financial corporations loan portfolio, supported by the higher interest rate environment, partially offset by significantly higher funding costs. Net interest income of this operating segment for the years ended December 31, 2023 and 2022 includes the interest accrued from funds obtained under the TLTRO III program. The repayment of the TLTRO III program was initiated in December 2022 (for an approximate amount of €35,000 million since then) and the outstanding balance of amounts drawn under the TLTRO III facilities totaled €3,660 million as of December 31, 2023. The net interest margin over total average assets of this operating segment amounted to 1.27% for the year ended December 31, 2023, compared with 0.89% for the year ended December 31, 2022.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2023 amounted to €2,164 million, a 0.4% increase compared with the €2,156 million recorded for the year ended December 31, 2022.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2023 was a net gain of €409 million, a 3.4% increase compared with the €396 million net gain recorded for the year ended December 31, 2022, mainly as a result of the positive performance of the Global Markets unit, partially offset by the lower gains related to the Asset Protection Scheme entered into in connection with BBVA’s acquisition of Unnim in 2012 (pursuant to which the Spanish Deposit Guarantee Fund agreed to assume 80% of any losses related to a particular asset portfolio for a period of 10 years, after making use of the then-existing provisions).
Other operating income and expense, net
Other net operating expense of this operating segment for the year ended December 31, 2023 amounted to €665 million, a 16.8% increase compared with the €569 million expense recorded for the year ended December 31, 2022, mainly due to the payment, in Spain, of the temporary tax on credit institutions and financial credit establishments for the first time (totaling €215 million, which was paid in the year ended December 31, 2023), partially offset by the lower combined contribution made to the ECB’s Single Resolution Fund and to the Deposit Guarantee Fund compared to the year ended December 31, 2022. As of December 31, 2023, BBVA had satisfied in full the amount to be paid by it at a global level under the ECB’s Single Resolution Fund. In addition, the estimated impact of the temporary tax corresponding to the year 2024 is €285 million and will be recorded in the first quarter of 2024 under “Other operating expense” in the consolidated income statement.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2023 was €360 million, a 1.3% increase compared with the €355 million recorded for the year ended December 31, 2022, mainly due to the increase in insurance premiums as a result of higher insurance sales, which was offset by the higher claim ratio.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2023 amounted to €2,762 million, a 10.6% increase compared with the €2,498 million recorded for the year ended December 31, 2022, mainly as a result of the higher personnel expenses mainly driven by salary increases (driven by inflation) and, to a lesser extent, an increase in the number of employees, and higher general expenses related to IT equipment, which were also affected by inflation.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €383 million, a 5.1% decrease compared with the €404 million recorded for the year ended December 31, 2022, mainly due to decreases in the depreciation expense of right-of-use leased assets.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2023 amounted to a €651 million expense, a 24.5% increase compared with the €522 million expense recorded for the year ended December 31, 2022, mainly due to the increase in credit impairments in the retail loan portfolio, with certain Stage 3 entries, as a result, in part, of the high interest rate environment.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2023 were a €145 million expense, an 86.6% increase compared with the €78 million expense recorded for the year ended December 31, 2022, mainly due to the increased provisions for pensions and other employee benefit commitments, higher provisions for various purposes and higher legal contingencies, partially offset by lower non-financial assets impairments.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2023 was €3,947 million, a 51.2% increase compared with the €2,610 million profit recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2023 was €1,190 million, a 61.1% increase compared with the €739 million expense recorded for the year ended December 31, 2022, as a result of the higher operating profit before tax recorded for the year ended December 31, 2023. The effective tax rate increased to 30.1% for the year ended December 31, 2023 from 28.3% for the year ended December 31, 2022. Amounts paid by BBVA under the temporary tax on credit institutions and financial credit establishments in Spain are a non-deductible expense for tax purposes.
Profit / (loss) from discontinued operations, net and Other
Loss from discontinued operations, net and Other of this operating segment for the year ended December 31, 2023 was nil compared with the €201 million loss recorded for the year ended December 31, 2022. Loss from discontinued operations, net and Other for the year ended December 31, 2022 included the loss recorded in connection with the acquisition of Tree Inversiones Inmobiliarias, SOCIMI, S.A. from Merlin Properties in June 2022 (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Purchase of Tree Inversiones Inmobiliarias, SOCIMI, S.A.” and Note 17 to our Consolidated Financial Statements).
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2023 amounted to €2,755 million, a 65.3% increase compared with the €1,667 million profit recorded for the year ended December 31, 2022.
MEXICO
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
11,054 |
8,378 |
31.9 |
| Net fees and commissions |
2,226 |
1,625 |
37.0 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
572 |
439 |
30.3 |
| Other operating income and expense, net |
(332) |
(297) |
11.9 |
| Income and expense on insurance and reinsurance contracts |
748 |
588 |
27.2 |
| Gross income |
14,267 |
10,734 |
32.9 |
| Administration costs |
(3,916) |
(3,000) |
30.5 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(469) |
(398) |
17.9 |
| Net margin before provisions (2) |
9,883 |
7,336 |
34.7 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(2,499) |
(1,693) |
47.6 |
| Provisions or reversal of provisions and other results |
(25) |
(24) |
5.0 |
| Operating profit / (loss) before tax |
7,359 |
5,620 |
31.0 |
| Tax expense or income related to profit or loss from continuing operations |
(2,018) |
(1,488) |
35.6 |
|
|
|
|
|
|
|
|
| Profit |
5,341 |
4,132 |
29.3 |
| Profit attributable to non-controlling interests |
(1) |
(1) |
29.9 |
| Profit attributable to parent company |
5,340 |
4,131 |
29.3 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
In the year ended December 31, 2023, the Mexican peso appreciated 10.4% against the euro in average terms compared with the year ended December 31, 2022, resulting in a positive exchange rate effect on our consolidated income statement for the year ended December 31, 2023 and in the results of operations of the Mexico operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2023 amounted to €11,054 million, a 31.9% increase compared with the €8,378 million recorded for the year ended December 31, 2022, mainly as a result of the higher contribution from our wholesale and retail portfolios (in terms of volume and yield) and, to a lesser extent, the securities portfolio (in terms of yield), supported by the appreciation of the Mexican peso against the euro and (with respect to the yield) the higher interest rate environment, partially offset by higher funding costs as a result of the increase in interest rates, and the effect of the appreciation of the Mexican peso against the euro on interest expense. At a constant exchange rate, there was a 19.5% increase in net interest income. The net interest margin over total average assets of this operating segment amounted to 6.82% for the year ended December 31, 2023, compared with 6.10% for the year ended December 31, 2022.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2023 amounted to €2,226 million, a 37.0% increase compared with the €1,625 million recorded for the year ended December 31, 2022, mainly due to the increased volume of transactions by credit card customers and asset management activities, and the appreciation of the Mexican peso against the euro.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2023 were €572 million, a 30.3% increase compared with the €439 million gain recorded for the year ended December 31, 2022, mainly as a result of increased sales in the Global Markets unit in Mexico and the appreciation of the Mexican peso against the euro, partially offset by the lower contribution from the ALCO portfolio, due, in part, to a negative impact of a bond swap transaction recorded in the third quarter of 2023.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2023 was a net expense of €332 million, an 11.9% increase compared with the €297 million net expense recorded for the year ended December 31, 2022, mainly as a result of the appreciation of the Mexican peso against the euro and the higher contributions made to the Deposit Guarantee Fund, partially offset by the higher income from non-financial services related to real estate.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2023 was €748 million, a 27.2% increase compared with the €588 million net income recorded for the year ended December 31, 2022, due mainly to the increase in insurance premiums, attributable in part to higher insurance sales and the appreciation of the Mexican peso against the euro.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2023 were €3,916 million, a 30.5% increase compared with the €3,000 million recorded for the year ended December 31, 2022, mainly as a result of the higher personnel expenses driven by salary increases (driven by inflation) and the increased number of employees, higher general expenses related to IT equipment and marketing as a result of the high inflation rate, and the appreciation of the Mexican peso against the euro. At a constant exchange rate, administration costs increased by 18.2%.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €469 million, a 17.9% increase compared with the €398 million recorded for the year ended December 31, 2022, mainly due to the appreciation of the Mexican peso against the euro and the increase in the depreciation expense related to IT equipment and right-of-use leased assets.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2023 was a €2,499 million expense, a 47.6% increase compared with the €1,693 million expense recorded for the year ended December 31, 2022, mainly due to higher Stage 3 entries in the retail loan portfolio (in particular, consumer and credit cards), as a result, in part, of the high interest rate environment, and the appreciation of the Mexican peso against the euro, partially offset by certain write offs.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2023 were a €25 million expense, a 5.0% increase compared with the €24 million expense recorded for the year ended December 31, 2022, mainly due to higher provisions for contingent risks and legal contingencies.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2023 was €7,359 million, a 31.0% increase compared with the €5,620 million of operating profit before tax recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2023 was €2,018 million, a 35.6% increase compared with the €1,488 million expense recorded for the year ended December 31, 2022, mainly as a result of the higher operating profit before tax. The effective tax rate amounted to 27.4% of operating profit before tax for the year ended December 31, 2023, and 26.5% for the year ended December 31, 2022.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2023 amounted to €5,340 million, a 29.3% increase compared with the €4,131 million recorded for the year ended December 31, 2022.
TURKEY
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
1,869 |
2,611 |
(28.4) |
| Net fees and commissions |
998 |
602 |
65.9 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
937 |
741 |
26.4 |
| Other operating income and expense, net |
(887) |
(823) |
7.8 |
| Income and expense on insurance and reinsurance contracts |
63 |
41 |
55.3 |
| Gross income |
2,981 |
3,172 |
(6.0) |
| Administration costs |
(1,250) |
(933) |
34.1 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(150) |
(129) |
16.4 |
| Net margin before provisions (2) |
1,581 |
2,111 |
(25.1) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(118) |
(387) |
(69.4) |
| Provisions or reversal of provisions and other results |
(137) |
(88) |
55.4 |
| Operating profit / (loss) before tax |
1,325 |
1,636 |
(19.0) |
| Tax expense or income related to profit or loss from continuing operations |
(702) |
(1,103) |
(36.3) |
|
|
|
|
|
|
|
|
| Profit |
623 |
533 |
17.0 |
| Profit attributable to non-controlling interests |
(95) |
(28) |
243.9 |
| Profit attributable to parent company |
528 |
505 |
4.6 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
On May 18, 2022, BBVA closed its voluntary takeover bid for the entire share capital of Garanti BBVA, which resulted in BBVA increasing its stake in Garanti BBVA from 49.85% to 85.97%. See “Item 4. Information on the Company—History and Development of the Company—Capital Expenditures—2022 —Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.” and “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.”.
As of December 31, 2023, the Turkish lira depreciated by 38.9% (considering the period-end exchange rates) against the euro compared to December 31, 2022, adversely affecting the results of operations of the Turkey operating segment for the year ended December 31, 2023 expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Since the first half of 2022, the Turkish economy has been considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies”. See “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy” for information on the impact of hyperinflation accounting.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2023 amounted to €1,869 million, a 28.4% decrease compared with the €2,611 million recorded for the year ended December 31, 2022, as a result mainly of the depreciation of the Turkish lira against the euro and, to a lesser extent, lower swap funding costs. At a constant exchange rate, there was an 8.0% increase in net interest income, mainly as a result of the higher volume of Turkish lira-denominated loans (credit card loans and loans to enterprises) and the increase in volume of sovereign debt securities, as a result in part of the increase in the securities maintenance ratio established by the CBRT (see “—Supervision and Regulation—Principal Markets—Turkey”). The net interest margin over total average assets of this operating segment amounted to 2.71% for the year ended December 31, 2023, compared with 4.14% for the year ended December 31, 2022.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2023 amounted to €998 million, a 65.9% increase compared with the €602 million recorded for the year ended December 31, 2022, mainly as a result of the increase in payment systems fees (in particular, credit cards), partially offset by the depreciation of the Turkish lira against the euro.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2023 amounted to €937 million, a 26.4% increase compared with the €741 million gain recorded for the year ended December 31, 2022, mainly due to the positive results from the Global Markets unit in a volatile environment, and certain gains from securities portfolio sales, offset in part by the depreciation of the Turkish lira.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2023 was a €887 million net expense, a 7.8% increase compared with the €823 million net expense recorded for the year ended December 31, 2022. At a constant exchange rate, there was a 37.2% decrease in net expense, mainly due to the lower net loss on the monetary position resulting from the adjustment for hyperinflation in Turkey (€2,118 million in 2023 compared to €2,323 million in 2022) and, to a lesser extent, higher income from operating leases, offset in part by the greater contribution made to the Deposit Guarantee Fund of Credit Institutions and the lower impact of the revaluation of bonds linked to inflation (€1,202 million in 2023 compared to €1,490 million in 2022) (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition— Designation of Turkey as a Hyperinflationary Economy”).
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2023 was €63 million, a 55.3% increase compared with the €41 million income recorded for the year ended December 31, 2022, mainly as a result of increased insurance activity, partially offset by the depreciation of the Turkish lira. At a constant exchange rate, there was a 130.7% increase.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2023 amounted to €1,250 million, a 34.1% increase compared with the €933 million recorded for the year ended December 31, 2022, mainly as a result of the increase in personnel expenses and general expenses (technology and maintenance) driven to a great extent by the higher average inflation rate and salary increases (as a result of the loss of purchasing power), partially offset by the depreciation of the Turkish lira. At a constant exchange rate, administration costs increased by 101.4%, which was above Turkey’s inflation rate for the period.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €150 million, a 16.4% increase compared with the €129 million recorded for the year ended December 31, 2022, mainly as a result of the increase in the depreciation expense related to IT equipment and right-of-use leased assets, offset in part by the depreciation of the Turkish lira. At a constant exchange rate, there was a 43.7% increase.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2023 was a €118 million expense, a 69.4% decrease compared with the €387 million expense recorded for the year ended December 31, 2022, mainly due to the decrease in the collective expected losses related to the wholesale portfolio, as a result of the improved performance of companies which resulted in a lower default rate, and the depreciation of the Turkish lira against the euro, partially offset by the change in the staging of certain loans from Stage 1 to Stage 2, due to the impact of the earthquakes in February 2023 (which resulted in an impairment that amounted to €25 million as of December 31, 2023) and certain significant Stage 3 entries from the retail portfolios.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2023 were a €137 million expense, a 55.4% increase compared with the €88 million expense recorded for the year ended December 31, 2022, mainly due to the provisions recorded in connection with the February 2023 earthquakes, the increased provisions for pensions and other employee benefit commitments and higher non-financial assets impairments, partially offset by the depreciation of the Turkish lira against the euro and lower provisions for various purposes.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2023 was €1,325 million, a 19.0% decrease compared with the €1,636 million recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2023 was €702 million, a 36.3% decrease compared with the €1,103 million expense recorded for the year ended December 31, 2022, as a result of the revaluation for tax purposes of certain non-monetary assets of Garanti BBVA based on inflation as a result of certain changes in Turkey’s tax regulations during 2023. The impact of this revaluation led to a corporate income tax credit in 2023 amounting to approximately €260 million, due to the higher tax base of such assets, partially offset by the net loss on the monetary position resulting from the adjustment for hyperinflation in Turkey which, in turn, led to additional adjustments to the tax expense for the period due to the difference between accounting and taxable profit as a result of the application of IAS 29 “Financial Reporting in Hyperinflationary Economies” (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy”).
Current tax regulation in Turkey does not include a provision to reduce tax expense upon the existence of a loss linked to the net monetary position. Among others, changes in Turkey’s tax regulations during 2023 include the modification of the general corporate income tax rate in Turkey from 20% to 25%. However, the general tax rate for banks and financial institutions has been increased from 25% (applicable since April 2022) to 30%. This change is applicable to profits generated in tax periods beginning on or after January 1, 2023 and has been considered in preparing this Consolidated Financial Statements. The impact of this change was not material to the results of the BBVA Group. The effective tax rate amounted to 53.0% of operating profit before tax of this operating segment for the year ended December 31, 2023 and 67.4% for the year ended December 31, 2022.
Profit attributable to non-controlling interests
Profit attributable to non-controlling interests of this operating segment for the year ended December 31, 2023 amounted to €95 million, compared with the €28 million recorded for the year ended December 31, 2022, as a result, in part, of the increase in profit. In addition, the year-on-year change was affected by the increase in BBVA’s stake in Garanti BBVA (from 49.85% to 85.97%) following the completion of BBVA’s voluntary takeover bid for the entire share capital of Garanti BBVA on May 18, 2022 (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.” herein).
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2023 amounted to €528 million, a 4.6% increase compared with the €505 million recorded for the year ended December 31, 2022.
SOUTH AMERICA
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
4,394 |
4,138 |
6.2 |
| Net fees and commissions |
700 |
778 |
(10.1) |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
633 |
447 |
41.7 |
| Other operating income and expense, net |
(1,491) |
(1,181) |
26.2 |
| Income and expense on insurance and reinsurance contracts |
96 |
84 |
14.1 |
| Gross income |
4,331 |
4,265 |
1.5 |
| Administration costs |
(1,769) |
(1,806) |
(2.1) |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(165) |
(170) |
(2.8) |
| Net margin before provisions (2) |
2,397 |
2,290 |
4.7 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(1,134) |
(762) |
48.9 |
| Provisions or reversal of provisions and other results |
(58) |
(94) |
(38.5) |
| Operating profit / (loss) before tax |
1,206 |
1,434 |
(15.9) |
| Tax expense or income related to profit or loss from continuing operations |
(291) |
(347) |
(16.3) |
|
|
|
|
|
|
|
|
| Profit |
915 |
1,087 |
(15.8) |
| Profit attributable to non-controlling interests |
(302) |
(349) |
(13.5) |
| Profit attributable to parent company |
613 |
738 |
(16.9) |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
In the year ended December 31, 2023, the Argentine peso, the Colombian peso and the Peruvian sol depreciated by 78.9% (considering the period-end exchange rates), 4.5% and 0.2%, respectively, against the euro in average terms, compared with the year ended December 31, 2022. The income statement of BBVA Argentina for the year ended December 31, 2023 was significantly impacted by the decline of the Argentine peso during the year, including, in particular, the extraordinary devaluation of the Argentine peso against the euro in December 2023, as a result of the economic measures adopted by the new government. Overall, changes in exchange rates resulted in a negative exchange rate effect on our consolidated income statement for the year ended December 31, 2023 and in the results of operations of the South America operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
As of and for the years ended December 31, 2023 and 2022, the Argentine and Venezuelan economies were considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies” (see “Presentation of Financial Information—Changes in Accounting Policies—Hyperinflationary economies - IAS 29” and Note 2.2.18 to our Consolidated Financial Statements).
Net interest income
Net interest income of this operating segment for the year ended December 31, 2023 amounted to €4,394 million, a 6.2% increase compared with the €4,138 million recorded for the year ended December 31, 2022, mainly as a result of increases in the yield and volume of credit card loans and the commercial loan portfolios in the region, partially offset by significantly higher funding costs (particularly, in the wholesale portfolio in Colombia) as a result of increases in interest rates, and the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro, which had a greater impact on interest income than on interest expense. At constant exchange rates, there was a 6.2% increase in net interest income. The net interest margin over total average assets of this operating segment amounted to 6.71% for the year ended December 31, 2023, compared with 6.49% for the year ended December 31, 2022.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2023 amounted to €700 million, a 10.1% decrease compared with the €778 million recorded for the year ended December 31, 2022, mainly as a result of the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro. At constant exchange rates, there was a 12.3% increase, mainly due to increases in payment systems-related fees (in particular, credit cards) in Argentina and, to a lesser extent, in Colombia.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2023 were €633 million, a 41.7% increase compared with the €447 million gain recorded for the year ended December 31, 2022, mainly due to the higher gains from the debt securities portfolio and, to a lesser extent, the ALCO portfolio in Argentina, partially offset by the negative exchange rate differences in Colombia and the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2023 was a €1,491 million expense, a 26.2% increase compared with the €1,181 million expense recorded for the year ended December 31, 2022, mainly driven by the higher adjustment for hyperinflation in Argentina, partially offset by the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro. The line item “Other operating income and expense, net” mainly reflects the impact of the adjustment for hyperinflation in Argentina, which monetary loss for the year ended December 31, 2023 amounted to €2,314 million, compared to the €822 million monetary loss recorded for the year ended December 31, 2022.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2023 was €96 million, a 14.1% increase compared with the €84 million income recorded for the year ended December 31, 2022, mainly as a result of higher income related to life insurance in Colombia and Argentina, partially offset by the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2023 amounted to €1,769 million, a 2.1% decrease compared with the €1,806 million recorded for the year ended December 31, 2022, mainly as a result of the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro. At constant exchange rates, there was a 27.3% increase in administration costs, mainly due to increases in certain general expenses related to technology (affected by the high inflation) in Argentina and in personnel expenses, driven in part by salary increases in Argentina (driven by inflation).
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €165 million, a 2.8% decrease compared with the €170 million recorded for the year ended December 31, 2022, mainly due to the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro. At constant exchange rates there was a 5.1% increase, as a result of the investment in computer software.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2023 was a €1,134 million expense, a 48.9% increase compared with the €762 million expense recorded for the year ended December 31, 2022, mainly as a result of higher credit impairment requirements in Stage 3 retail loans in Peru as a result of the expiration of the grace period granted under the Reactiva program in September 2023, and, to a lesser extent, additional credit impairment requirements in consumer loans in Stage 2 and Stage 3 in Colombia, within an inflationary environment and overall unfavorable macroeconomic conditions, partially offset by the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2023 were a €58 million expense, a 38.5% decrease compared with the €94 million expense recorded for the year ended December 31, 2022, attributable mainly to the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro and lower provisions for contingent risks and legal contingencies in Peru, partially offset by higher provisions for various purposes in Colombia and Argentina.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2023 was €1,206 million, a 15.9% decrease compared with the €1,434 million recorded for the year ended December 31, 2022. At constant exchange rates there was a 61.3% increase.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2023 was €291 million, a 16.3% decrease compared with the €347 million expense recorded for the year ended December 31, 2022, mainly as a result of the depreciation of the currencies of the main countries where the BBVA Group operates within the region against the euro and the lower operating profit before tax. At constant exchange rates there was an increase, mainly as a result of a reduction in deferred tax liabilities. The effective tax rate amounted to 24.1% of operating profit before tax for the year ended December 31, 2023, and 24.2% for the year ended December 31, 2022.
Profit attributable to non-controlling interests
Profit attributable to non-controlling interests of this operating segment for the year ended December 31, 2023 amounted to €302 million, a 13.5% decrease compared with the €349 million recorded for the year ended December 31, 2022, mainly due to the lower operating profit before tax. At constant exchange rates, there was a 46.7% increase.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2023 amounted to €613 million, a 16.9% decrease compared with the €738 million recorded for the year ended December 31, 2022. At constant exchange rates, there was a 43.2% increase.
REST OF BUSINESS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
539 |
332 |
62.3 |
| Net fees and commissions |
244 |
243 |
0.7 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
316 |
208 |
51.9 |
| Other operating income and expense, net |
— |
2 |
(98.6) |
| Income and expense on insurance and reinsurance contracts |
3 |
4 |
(20.7) |
| Gross income |
1,103 |
790 |
39.7 |
| Administration costs |
(569) |
(491) |
16.1 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(26) |
(23) |
15.1 |
| Net margin before provisions (2) |
507 |
276 |
83.8 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(28) |
(13) |
107.4 |
| Provisions or reversal of provisions and other results |
(1) |
14 |
n.m. (3) |
| Operating profit / (loss) before tax |
479 |
277 |
73.0 |
| Tax expense or income related to profit or loss from continuing operations |
(90) |
(37) |
140.0 |
|
|
|
|
|
|
|
|
| Profit |
389 |
240 |
62.6 |
| Profit attributable to non-controlling interests |
— |
— |
— |
| Profit attributable to parent company |
389 |
240 |
62.6 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
In the year ended December 31, 2023, the U.S. dollar depreciated by 2.6% against the euro in average terms, compared with the year ended December 31, 2022, resulting in a slightly negative exchange rate effect on our consolidated income statement for the year ended December 31, 2022 and in the results of operations of the Rest of Business operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2023 amounted to €539 million, a 62.3% increase compared with the €332 million recorded for the year ended December 31, 2022, mainly due to increased activity of the branches located in Europe and New York and higher yields, in particular, in Portugal, supported by the higher interest rate environment, partially offset by the lower contribution from the Global Markets unit in Asia. The net interest margin over total average assets of this operating segment amounted to 1.01% for the year ended December 31, 2023 compared with 0.73% for the year ended December 31, 2022.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2023 amounted to €244 million, a 0.7% increase compared with the €243 million recorded for the year ended December 31, 2022.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2023 were €316 million, a 51.9% increase compared with the €208 million net gain recorded for the year ended December 31, 2022, mainly due to the higher gains from the New York branch and, to a lesser extent, from the Global Markets unit in Europe.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2023 was nil compared with the €2 million income recorded for the year ended December 31, 2022.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2023 amounted to €569 million, a 16.1% increase compared with the €491 million recorded for the year ended December 31, 2022, mainly due to higher personnel expense in Europe and in the New York branch, as a result in part of the better performance of the Global Markets unit.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2023 was €26 million compared with the €23 million recorded for the year ended December 31, 2022.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2023 was a €28 million expense compared with the €13 million expense recorded for the year ended December 31, 2022, mainly as a result of higher credit impairments in the retail portfolio in Portugal.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2023 were a €1 million expense compared with the €14 million income recorded for the year ended December 31, 2022. Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 included the reversal of provisions of contingent risks related to the New York branch.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2023 was €479 million, a 73.0% increase compared with the €277 million recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2023 was €90 million compared with the €37 million expense recorded for the year ended December 31, 2022 due, in part, to the increase in operating profit.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2023 amounted to €389 million, a 62.6% increase compared with the €240 million recorded for the year ended December 31, 2022.
CORPORATE CENTER
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2023 |
2022 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income / (expense) |
(386) |
(109) |
253.3 |
| Net fees and commissions |
(44) |
(31) |
40.2 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
(686) |
(294) |
133.6 |
| Other operating income and expense, net |
89 |
106 |
(16.0) |
| Income and expense on insurance and reinsurance contracts |
(2) |
(1) |
131.1 |
| Gross income |
(1,029) |
(329) |
212.7 |
| Administration costs |
(639) |
(647) |
(1.2) |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(210) |
(206) |
2.1 |
| Net margin before provisions (2) |
(1,878) |
(1,181) |
59.0 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
1 |
(2) |
n.m. (3) |
| Provisions or reversal of provisions and other results |
(21) |
8 |
n.m. (3) |
| Operating profit / (loss) before tax |
(1,898) |
(1,175) |
61.6 |
| Tax expense or income related to profit or loss from continuing operations |
288 |
277 |
4.1 |
| Profit / (loss) from continuing operations |
(1,610) |
(898) |
79.3 |
| Profit / (loss) from discontinued operations, net and Other |
— |
— |
— |
| Profit / (loss) |
(1,610) |
(898) |
79.3 |
| Profit / (loss) attributable to non-controlling interests |
3 |
(25) |
n.m. (3) |
| Profit / (loss) attributable to parent company |
(1,607) |
(922) |
74.2 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
Net interest income / (expense)
Net interest expense of the Corporate Center for the year ended December 31, 2023 was €386 million compared with the €109 million net expense recorded for the year ended December 31, 2022, mainly due to significantly higher funding costs as a result of the increases in reference interest rates.
Net fees and commissions
Net fees and commissions of the Corporate Center for the year ended December 31, 2023 amounted to a €44 million expense, a 40.2% increase compared with the €31 million expense recorded for the year ended December 31, 2022, mainly as a result of the higher fees paid to underwriters in connection with the debt issuances carried out by Banco Bilbao Vizcaya Argentaria, S.A.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net losses on financial assets and liabilities and Exchange differences of the Corporate Center for the year ended December 31, 2023 were €686 million compared with the €294 million net losses recorded for the year ended December 31, 2022, mainly as a result of the negative effect of the appreciation of the Mexican peso on foreign currency hedges within the ALCO portfolio.
Other operating income and expense, net
Other operating income and expense, net of the Corporate Center for the year ended December 31, 2023 was €89 million of net income, a 16.0% decrease compared with the €106 million net income recorded for the year ended December 31, 2022, mainly as a result of lower dividend income from investees accounted for under the equity method.
Administration costs
Administration costs of the Corporate Center for the year ended December 31, 2023 amounted to €639 million, a 1.2% decrease compared with the €647 million recorded for the year ended December 31, 2022.
Depreciation and amortization
Depreciation and amortization of the Corporate Center for the year ended December 31, 2023 was €210 million, a 2.1% increase compared with the €206 million recorded for the year ended December 31, 2022.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of the Corporate Center for the year ended December 31, 2023 were a €21 million expense, compared with the €8 million income recorded for the year ended December 31, 2022.
Operating profit / (loss) before tax
As a result of the foregoing, operating loss before tax of the Corporate Center for the year ended December 31, 2023 was €1,898 million, a 61.6% increase compared with the €1,175 million loss recorded for the year ended December 31, 2022.
Tax expense or income related to profit or loss from continuing operations
Tax income related to profit or loss from continuing operations of the Corporate Center for the year ended December 31, 2023 amounted to €288 million, a 4.1% increase compared with the €277 million income recorded for the year ended December 31, 2022.
Profit / (loss) attributable to parent company
As a result of the foregoing, loss attributable to parent company of the Corporate Center for the year ended December 31, 2023 was €1,607 million, a 74.2% increase compared with the €922 million loss recorded for the year ended December 31, 2022.
Results of Operations by Operating Segment for 2022 Compared with 2021
SPAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
3,774 |
3,502 |
7.7 |
| Net fees and commissions |
2,156 |
2,189 |
(1.5) |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
396 |
343 |
15.4 |
| Other operating income and expense, net |
(569) |
(467) |
22.0 |
| Income and expense on insurance and reinsurance contracts |
355 |
357 |
(0.7) |
| Gross income |
6,112 |
5,925 |
3.1 |
| Administration costs |
(2,498) |
(2,599) |
(3.9) |
| Depreciation and amortization |
(404) |
(431) |
(6.3) |
| Net margin before provisions (2) |
3,210 |
2,895 |
10.9 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(522) |
(503) |
3.9 |
| Provisions or reversal of provisions and other results |
(78) |
(270) |
(71.2) |
| Operating profit / (loss) before tax |
2,610 |
2,122 |
23.0 |
| Tax expense or income related to profit or loss from continuing operations |
(739) |
(538) |
37.2 |
| Profit from continuing operations |
1,872 |
1,584 |
18.2 |
| Profit / (loss) from discontinued operations, net and Other |
(201) |
— |
n.m. (3) |
| Profit |
1,670 |
1,584 |
5.5 |
| Profit attributable to non-controlling interests |
(3) |
(2) |
38.1 |
| Profit attributable to parent company |
1,667 |
1,581 |
5.4 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)Calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2022 amounted to €3,774 million, a 7.7% increase compared with the €3,502 million recorded for the year ended December 31, 2021, mainly as a result of the higher yield and volume of the corporate and SMEs loan portfolios, supported by the higher interest rate environment, partially offset by higher funding costs. The net interest margin over total average assets of this operating segment amounted to 0.89% for the year ended December 31, 2022, compared with 0.88% for the year ended December 31, 2021.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2022 amounted to €2,156 million, a 1.5% decrease compared with the €2,189 million recorded for the year ended December 31, 2021.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2022 was a net gain of €396 million, a 15.4% increase compared with the €343 million net gain recorded for the year ended December 31, 2021, mainly as a result of the positive performance of the Global Markets unit, partially offset by lower gains related to the Asset Protection Scheme entered into in connection with BBVA’s acquisition of Unnim.
Other operating income and expense, net
Other net operating expense of this operating segment for the year ended December 31, 2022 amounted to €569 million, a 22.0% increase compared with the €467 million expense recorded for the year ended December 31, 2021, mainly due to the greater contributions made to the ECB’s Single Resolution Fund and to the Deposit Guarantee Fund of Credit Institutions, as a result of the period-on-period increase in deposits, partially offset by an increase in income from non-financial services transactions (including real estate services).
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2022 was €355 million, a 0.7% decrease compared with the €357 million recorded for the year ended December 31, 2021.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2022 amounted to €2,498 million, a 3.9% decrease compared with the €2,599 million recorded for the year ended December 31, 2021, mainly as a result of the lower personnel expenses following the completion of the collective layoff procedure, which resulted in the departure of 2,899 employees.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €404 million, a 6.3% decrease compared with the €431 million recorded for the year ended December 31, 2021.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2022 amounted to a €522 million expense, a 3.9% increase compared with the €503 million expense recorded for the year ended December 31, 2021, mainly due to the increase in credit impairments in the debt securities portfolio, partially offset by the decrease in credit impairments in the wholesale loan portfolio.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 were a €78 million expense, a 71.2% decrease compared with the €270 million expense recorded for the year ended December 31, 2021, mainly due to increased gains from real estate sales and the decrease in provisions for various purposes, including the update of provisions for pensions and other employee benefit commitments.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2022 was €2,610 million, a 23.0% increase compared with the €2,122 million profit recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2022 was €739 million, a 37.2% increase compared with the €538 million expense recorded for the year ended December 31, 2021, as a result of the higher operating profit recorded for the year ended December 31, 2022. The effective tax rate increased to 28.3% for the year ended December 31, 2022 from 25.4% for the year ended December 31, 2021.
Profit / (loss) from discontinued operations, net and Other
Loss from discontinued operations, net and Other of this operating segment for the year ended December 31, 2022 amounted to €201 million compared with the nil recorded for the year ended December 31, 2021. Loss from discontinued operations, net and Other for the year ended December 31, 2022 include the loss recorded in connection with the transaction with Merlin Properties (see Note 17 to our Consolidated Financial Statements).
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2022 amounted to €1,667 million, a 5.4% increase compared with the €1,581 million profit recorded for the year ended December 31, 2021.
MEXICO
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
8,378 |
5,836 |
43.6 |
| Net fees and commissions |
1,625 |
1,211 |
34.2 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
439 |
366 |
19.9 |
| Other operating income and expense, net |
(297) |
(218) |
36.4 |
| Income and expense on insurance and reinsurance contracts |
588 |
407 |
44.3 |
| Gross income |
10,734 |
7,603 |
41.2 |
| Administration costs |
(3,000) |
(2,333) |
28.6 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(398) |
(326) |
22.0 |
| Net margin before provisions (2) |
7,336 |
4,944 |
48.4 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(1,693) |
(1,440) |
17.5 |
| Provisions or reversal of provisions and other results |
(24) |
24 |
n.m. (3) |
| Operating profit / (loss) before tax |
5,620 |
3,528 |
59.3 |
| Tax expense or income related to profit or loss from continuing operations |
(1,488) |
(960) |
55.0 |
|
|
|
|
|
|
|
|
| Profit |
4,132 |
2,568 |
60.9 |
| Profit attributable to non-controlling interests |
(1) |
— |
— |
| Profit attributable to parent company |
4,131 |
2,568 |
60.9 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
In the year ended December 31, 2022, the Mexican peso appreciated 13.2% against the euro in average terms compared with the year ended December 31, 2021, resulting in a positive exchange rate effect on our consolidated income statement for the year ended December 31, 2022 and in the results of operations of the Mexico operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2022 amounted to €8,378 million, a 43.6% increase compared with the €5,836 million recorded for the year ended December 31, 2021, mainly as a result of the higher contribution from our loan portfolio, in particular, the corporate and retail portfolios, which has increased both in terms of volume and yield, supported by the appreciation of the Mexican peso against the euro and, with respect to the yield, a higher interest rate environment, partially offset by higher funding costs as a result of the increase in interest rates. At a constant exchange rate, there was a 26.8% increase. The net interest margin over total average assets of this operating segment amounted to 6.10% for the year ended December 31, 2022, compared with 5.18% for the year ended December 31, 2021.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2022 amounted to €1,625 million, a 34.2% increase compared with the €1,211 million recorded for the year ended December 31, 2021, mainly due to the increased volume of transactions by credit card customers and asset management activities, and the appreciation of the Mexican peso against the euro. At a constant exchange rate, there was an 18.6% year-on-year increase.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2022 were €439 million, a 19.9% increase compared with the €366 million gain recorded for the year ended December 31, 2021, mainly as a result of increased sales in the Global Markets unit in Mexico, supported by increased volatility, and the appreciation of the Mexican peso against the euro.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2022 was a net expense of €297 million, a 36.4% increase compared with the €218 million net expense recorded for the year ended December 31, 2021, mainly as a result of higher contributions made to the Deposit Guarantee Fund, as a result of increases in the volume of deposits, and the appreciation of the Mexican peso against the euro.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2022 was €588 million, a 44.3% increase compared with the €407 million net income recorded for the year ended December 31, 2021, due mainly to the increase in insurance premiums, as a result of higher insurance sales, a lower claim ratio and, to a lesser extent, the appreciation of the Mexican peso against the euro.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2022 were €3,000 million, a 28.6% increase compared with the €2,333 million recorded for the year ended December 31, 2021, mainly as a result of the appreciation of the Mexican peso against the euro and the higher personnel expenses and certain general expenses related to technology and marketing (affected by inflation). At a constant exchange rate, administration costs increased by 13.6%.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €398 million, a 22.0% increase compared with the €326 million recorded for the year ended December 31, 2021, mainly due to the increases in the depreciation expense in Mexico as a result of the appreciation of the Mexican peso against the euro and the increase in the depreciation expense related to offices for own use in Mexico and to IT equipment. At a constant exchange rate, depreciation and amortization increased by 7.8%.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2022 was a €1,693 million expense, a 17.5% increase compared with the €1,440 million expense recorded for the year ended December 31, 2021, mainly due to the appreciation of the Mexican peso against the euro and increased lending activity in the wholesale and retail loan portfolios, partially offset by lower Stage 3 entries in the wholesale loan portfolio.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 were a €24 million expense compared with the €24 million income recorded for the year ended December 31, 2021.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2022 was €5,620 million, a 59.3% increase compared with the €3,528 million of operating profit before tax recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2022 was €1,488 million, a 55.0% increase compared with the €960 million expense recorded for the year ended December 31, 2021, mainly as a result of the higher operating profit before tax. The effective tax rate amounted to 26.5% of operating profit before tax for the year ended December 31, 2022 and 27.2% for the year ended December 31, 2021.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2022 amounted to €4,131 million, a 60.9% increase compared with the €2,568 million recorded for the year ended December 31, 2021.
TURKEY
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
2,611 |
2,370 |
10.2 |
| Net fees and commissions |
602 |
564 |
6.6 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
741 |
413 |
79.4 |
| Other operating income and expense, net |
(823) |
25 |
n.m. (2) |
| Income and expense on insurance and reinsurance contracts |
41 |
50 |
(18.2) |
| Gross income |
3,172 |
3,422 |
(7.3) |
| Administration costs |
(933) |
(890) |
4.8 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(129) |
(118) |
8.6 |
| Net margin before provisions (3) |
2,111 |
2,414 |
(12.5) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(387) |
(494) |
(21.8) |
| Provisions or reversal of provisions and other results |
(88) |
33 |
n.m. (2) |
| Operating profit / (loss) before tax |
1,636 |
1,953 |
(16.2) |
| Tax expense or income related to profit or loss from continuing operations |
(1,103) |
(455) |
142.4 |
|
|
|
|
|
|
|
|
| Profit |
533 |
1,498 |
(64.4) |
| Profit attributable to non-controlling interests |
(28) |
(758) |
(96.4) |
| Profit attributable to parent company |
505 |
740 |
(31.7) |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)Not meaningful.
(3)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
On May 18, 2022, BBVA closed its voluntary takeover bid for the entire share capital of Garanti BBVA, which resulted in BBVA increasing its stake in Garanti BBVA from 49.85% to 85.97%. See “Item 4. Information on the Company—History and Development of the Company—Capital Expenditures—2022 —Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.” and “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.”.
The Turkish lira to euro exchange rate as of December 31, 2022 (which was used to convert income statement items for the year ended December 31, 2022) depreciated compared to the average exchange rate for the year ended December 31, 2021 (which was used to convert income statement items for the year ended December 31, 2021) (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”), negatively affecting the results of operations of the Turkey operating segment for the year ended December 31, 2022 expressed in euros.
Since the first half of 2022, the Turkish economy is considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies”. See “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy” for information on the impact of hyperinflation accounting.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2022 amounted to €2,611 million, an 10.2% increase compared with the €2,370 million recorded for the year ended December 31, 2021, as a result mainly of the higher yield and volume of Turkish lira-denominated loans to enterprises and credit card loans and the increase in volume of sovereign debt securities, as a result in part of the Turkish liraization strategy implemented by the CBRT, partially offset by the depreciation of the Turkish lira against the euro. At a constant exchange rate, there was a 109.3% increase in net interest income. The net interest margin over total average assets of this operating segment amounted to 4.14% for the year ended December 31, 2022, compared with 4.01% for the year ended December 31, 2021.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2022 amounted to €602 million, a 6.6% increase compared with the €564 million recorded for the year ended December 31, 2021, mainly as a result of the increase in brokerage and payment systems fees, partially offset by the depreciation of the Turkish lira against the euro and higher commissions paid for attracting customers to open salary accounts.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2022 amounted to €741 million, a 79.4% increase compared with the €413 million gain recorded for the year ended December 31, 2021, mainly due to the positive performance of the Global Markets unit in a volatile environment, offset in part by the depreciation of the Turkish lira.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2022 was a €823 million expense compared with the €25 million income recorded for the year ended December 31, 2021, mainly due to the net loss on the monetary position resulting from the adjustment for hyperinflation in Turkey amounting to €2,323 million (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition— Designation of Turkey as a Hyperinflationary Economy”), partially offset by the positive impact of the higher volume and revaluation of bonds linked to inflation, for a gross amount of €1,490 million.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2022 was €41 million, a 18.2% decrease compared with the €50 million income recorded for the year ended December 31, 2021, mainly as a result of the depreciation of the Turkish lira, offset by an increase in insurance premiums as a result of higher insurance sales.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2022 amounted to €933 million, a 4.8% increase compared with the €890 million recorded for the year ended December 31, 2021, mainly as a result of the increase in personnel expenses and general expenses (technology and maintenance) driven to a great extent by the higher average inflation rate and salary increases, partially offset by the depreciation of the Turkish lira. At a constant exchange rate, administration costs increased by 99.1%, which was above Turkey’s inflation rate for the period.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €129 million, an 8.6% increase compared with the €118 million recorded for the year ended December 31, 2021, mainly as a result of increases in the depreciation expense related to offices for own use in Turkey, as a result of higher additions of right-of-use assets, offset in part by the depreciation of the Turkish lira.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2022 was a €387 million expense, a 21.8% decrease compared with the €494 million expense recorded for the year ended December 31, 2021, as a result of the depreciation of the Turkish lira against the euro, partially offset by an increase in the collective expected losses related to loans to individuals and an increase in credit impairments in the debt securities portfolio.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 were a €88 million expense compared with the €33 million income recorded for the year ended December 31, 2021.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2022 was €1,636 million, a 16.2% decrease compared with the €1,953 million recorded for the year ended December 31, 2021. At a constant exchange rate, operating profit increased by 59.2%.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2022 was €1,103 million, compared with the €455 million expense recorded for the year ended December 31, 2021, as a result of the net loss on the monetary position resulting from the adjustment for hyperinflation in Turkey which, in turn, led to additional adjustments to the tax expense for the year due to the difference between accounting and taxable profit (see “—Factors Affecting the Comparability of our Results of Operations and Financial Condition—Designation of Turkey as a Hyperinflationary Economy”). In addition, current tax regulation in Turkey does not include a provision to reduce tax expense upon the existence of a loss linked to the net monetary position. Therefore, the effective tax rate amounted to 67.4% of operating profit before tax for the year ended December 31, 2022 and 23.3% for the year ended December 31, 2021. The applicable tax rate remained at 25% in 2022 and 2021.
Profit attributable to non-controlling interests
Profit attributable to non-controlling interests of this operating segment for the year ended December 31, 2022 amounted to €28 million, a 96.4% decrease compared with the €758 million recorded for the year ended December 31, 2021, mainly as a result of the increase in BBVA’s stake in Garanti BBVA (from 49.85% to 85.97%) following the completion of BBVA’s voluntary takeover bid for the entire share capital of Garanti BBVA on May 18, 2022 (see “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş.”) and, to a lesser extent, the decrease in operating profit.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2022 amounted to €505 million, a 31.7% decrease compared with the €740 million recorded for the year ended December 31, 2021.
SOUTH AMERICA
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
4,138 |
2,859 |
44.7 |
| Net fees and commissions |
778 |
589 |
32.2 |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
447 |
324 |
37.7 |
| Other operating income and expense, net |
(1,181) |
(690) |
71.2 |
| Income and expense on insurance and reinsurance contracts |
84 |
79 |
6.3 |
| Gross income |
4,265 |
3,162 |
34.9 |
| Administration costs |
(1,806) |
(1,356) |
33.2 |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(170) |
(145) |
17.3 |
| Net margin before provisions (2) |
2,290 |
1,661 |
37.9 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(762) |
(622) |
22.4 |
| Provisions or reversal of provisions and other results |
(94) |
(77) |
21.8 |
| Operating profit / (loss) before tax |
1,434 |
961 |
49.2 |
| Tax expense or income related to profit or loss from continuing operations |
(347) |
(287) |
21.0 |
|
|
|
|
|
|
|
|
| Profit |
1,087 |
674 |
61.2 |
| Profit attributable to non-controlling interests |
(349) |
(184) |
90.1 |
| Profit attributable to parent company |
738 |
491 |
50.4 |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
In the year ended December 31, 2022, the Argentine peso and the Colombian peso depreciated by 38.3% (considering the period-end exchange rates) and 0.9%, respectively, against the euro in average terms, compared with the year ended December 31, 2021. On the other hand, the Peruvian sol appreciated by 13.8% against the euro in average terms, compared with the year ended December 31, 2021. Overall, changes in exchange rates resulted in a slightly negative exchange rate effect on our consolidated income statement for the year ended December 31, 2022 and in the results of operations of the South America operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
As of and for the years ended December 31, 2022 and 2021, the Argentine and Venezuelan economies were considered to be hyperinflationary as defined by IAS 29 “Financial Reporting in Hyperinflationary Economies” (see “Presentation of Financial Information—Changes in Accounting Policies—Hyperinflationary economies - IAS 29” and Note 2.2.18 to our Consolidated Financial Statements).
Net interest income
Net interest income of this operating segment for the year ended December 31, 2022 amounted to €4,138 million, a 44.7% increase compared with the €2,859 million recorded for the year ended December 31, 2021, mainly as a result of increases in the yield of the wholesale loan portfolio and in the volume of the consumer loan portfolio in Colombia, higher retail loan volume in Peru and, to a lesser extent, the increase in the volume and yield of retail loans and sovereign debt securities in Argentina, within an overall high interest rate environment, partially offset by higher funding costs and the depreciation of the Argentine peso. The net interest margin over total average assets of this operating segment amounted to 6.49% for the year ended December 31, 2022, compared with 5.34% for the year ended December 31, 2021.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2022 amounted to €778 million, a 32.2% increase compared with the €589 million recorded for the year ended December 31, 2021, mainly as a result of higher transaction volumes and the increase in payment systems-related fees in Argentina and Peru, partially offset by the depreciation of the Argentine peso.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2022 were €447 million, a 37.7% increase compared with the €324 million gain recorded for the year ended December 31, 2021, mainly due to the higher volume of, and gains generated by, trading transactions in Argentina and Colombia, partially offset by the depreciation of the Argentine peso.
Other operating income and expense, net
Other net operating expense of this operating segment for the year ended December 31, 2022 was €1,181 million, a 71.2% increase compared with the €690 million expense recorded for the year ended December 31, 2021, mainly driven by the adjustment for hyperinflation in Argentina, partially offset by the depreciation of the Argentine peso.
Income and expense on insurance and reinsurance contracts
Net income on insurance and reinsurance contracts of this operating segment for the year ended December 31, 2022 was €84 million, a 6.3% increase compared with the €79 million income recorded for the year ended December 31, 2021, mainly due to the increase in income related to life insurance in Argentina, offset by the depreciation of the Argentine peso.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2022 amounted to €1,806 million, a 33.2% increase compared with the €1,356 million recorded for the year ended December 31, 2021, mainly as a result of increases in personnel and certain general expenses related to technology in Argentina, affected by the high inflation, partially offset by the depreciation of the Argentine peso.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022, was €170 million, a 17.3% increase compared with the €145 million recorded for the year ended December 31, 2021, mainly as a result of the investment in computer software and, to a lesser extent, offices for own use in South America.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2022 was a €762 million expense, a 22.4% increase compared with the €622 million expense recorded for the year ended December 31, 2021, mainly as a result of higher additions to Stage 3 loans in Chile, as a result of the update in the definition of credit impaired assets, and an increase in credit impairments in the debt securities portfolio in Argentina, partially offset by the depreciation of the Argentine peso.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 were a €94 million expense, a 21.8% increase compared with the €77 million expense recorded for the year ended December 31, 2021, attributable mainly to higher provisions for legal contingencies.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2022 was €1,434 million, a 49.2% increase compared with the €961 million recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2022 was €347 million, a 21.0% increase compared with the €287 million expense recorded for the year ended December 31, 2021, mainly as a result of the higher operating profit before tax and the increase in the applicable tax rate in Colombia, from 34% to 38%, with reductions in deferred tax liabilities. The effective tax rate amounted to 24.2% of operating profit before tax for the year ended December 31, 2022 and 29.9% for the year ended December 31, 2021.
Profit attributable to non-controlling interests
Profit attributable to non-controlling interests of this operating segment for the year ended December 31, 2022 amounted to €349 million, a 90.1% increase compared with the €184 million recorded for the year ended December 31, 2021, mainly due to the higher operating profit before tax and the higher profit attributable to non-controlling interests in Peru, amounting to €109 million.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2022 amounted to €738 million, a 50.4% increase compared with the €491 million recorded for the year ended December 31, 2021.
REST OF BUSINESS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income |
332 |
281 |
18.1 |
| Net fees and commissions |
243 |
248 |
(2.0) |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
208 |
197 |
5.8 |
| Other operating income and expense, net |
2 |
12 |
(79.5) |
| Income and expense on insurance and reinsurance contracts |
4 |
3 |
19.0 |
| Gross income |
790 |
741 |
6.5 |
| Administration costs |
(491) |
(430) |
14.0 |
| Depreciation and amortization |
(23) |
(20) |
12.6 |
| Net margin before provisions (2) |
276 |
291 |
(5.0) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(13) |
27 |
n.m. (3) |
| Provisions or reversal of provisions and other results |
14 |
(4) |
n.m. (3) |
| Operating profit / (loss) before tax |
277 |
314 |
(11.8) |
| Tax expense or income related to profit or loss from continuing operations |
(37) |
(60) |
(37.9) |
|
|
|
|
|
|
|
|
| Profit |
240 |
254 |
(5.6) |
| Profit attributable to non-controlling interests |
— |
— |
— |
| Profit attributable to parent company |
240 |
254 |
(5.6) |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
(3)Not meaningful.
In the year ended December 31, 2022, the U.S. dollar appreciated by 12.3% against the euro in average terms, resulting in a positive exchange rate effect on our consolidated income statement for the year ended December 31, 2022 and in the results of operations of the Rest of Business operating segment for such period expressed in euros. See “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Trends in Exchange Rates”.
Net interest income
Net interest income of this operating segment for the year ended December 31, 2022 amounted to €332 million, an 18.1% increase compared with the €281 million recorded for the year ended December 31, 2021, mainly due to increased activity of the branches located in New York and Europe and higher yields, and, to a lesser extent, the appreciation of the U.S. dollar against the euro. The net interest margin over total average assets of this operating segment amounted to 0.73% for the year ended December 31, 2022 compared with 0.80% for the year ended December 31, 2021.
Net fees and commissions
Net fees and commissions of this operating segment for the year ended December 31, 2022 amounted to €243 million, a 2.0% decrease compared with the €248 million recorded for the year ended December 31, 2021.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net gains on financial assets and liabilities and Exchange differences of this operating segment for the year ended December 31, 2022 were €208 million, a 5.8% increase compared with the €197 million net gain recorded for the year ended December 31, 2021, mainly due to the positive impact of changes in exchange rates on foreign currency positions.
Other operating income and expense, net
Other operating income and expense, net of this operating segment for the year ended December 31, 2022 was €2 million of income, a 79.5% decrease compared with the €12 million income recorded for the year ended December 31, 2021.
Administration costs
Administration costs of this operating segment for the year ended December 31, 2022 amounted to €491 million, a 14.0% increase compared with the €430 million recorded for the year ended December 31, 2021, mainly due to higher personnel expense in the New York branch and in Europe, and the appreciation of the U.S. dollar against the euro, partially offset by lower administrations costs recorded in BBVA Securities as a result of a reduction in the number of employees.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €23 million, a 12.6% increase compared with the €20 million recorded for the year ended December 31, 2021.
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification of this operating segment for the year ended December 31, 2022 amounted to an expense of €13 million compared with the €27 million income recorded for the year ended December 31, 2021, mainly as a result of higher impairments in the New York branch.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of this operating segment for the year ended December 31, 2022 were a €14 million income compared with the €4 million expense recorded for the year ended December 31, 2021.
Operating profit / (loss) before tax
As a result of the foregoing, operating profit before tax of this operating segment for the year ended December 31, 2022 was €277 million, an 11.8% decrease compared with the €314 million recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax expense related to profit from continuing operations of this operating segment for the year ended December 31, 2022 was €37 million, a 37.9% decrease compared with the €60 million expense recorded for the year ended December 31, 2021, mainly as a result of the lower operating profit before tax.
Profit attributable to parent company
As a result of the foregoing, profit attributable to parent company of this operating segment for the year ended December 31, 2022 amounted to €240 million, a 5.6% decrease compared with the €254 million recorded for the year ended December 31, 2021.
CORPORATE CENTER
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
|
2022 |
2021 |
Change |
|
(In Millions of Euros) |
(In %) |
| Net interest income / (expense) |
(109) |
(163) |
(33.0) |
| Net fees and commissions |
(31) |
(36) |
(11.9) |
| Net gains (losses) on financial assets and liabilities and Exchange differences, net (1) |
(294) |
266 |
n.m. (2) |
| Other operating income and expense, net |
106 |
146 |
(27.5) |
| Income and expense on insurance and reinsurance contracts |
(1) |
(1) |
18.1 |
| Gross income |
(329) |
212 |
n.m. (2) |
| Administration costs |
(647) |
(687) |
(5.9) |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
(206) |
(194) |
6.2 |
| Net margin before provisions (3) |
(1,181) |
(668) |
76.8 |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(2) |
(2) |
6.1 |
| Provisions or reversal of provisions and other results |
8 |
32 |
(73.4) |
| Operating profit / (loss) before tax |
(1,175) |
(638) |
84.1 |
| Tax expense or income related to profit or loss from continuing operations |
277 |
94 |
194.3 |
| Profit / (loss) from continuing operations |
(898) |
(544) |
65.0 |
| Profit / (loss) from discontinued operations, net and Other |
— |
(416) |
n.m. (2) |
| Profit / (loss) |
(898) |
(960) |
(6.5) |
| Profit / (loss) attributable to non-controlling interests |
(25) |
(20) |
21.9 |
| Profit / (loss) attributable to parent company |
(922) |
(980) |
(5.9) |
(1)Includes “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net”, “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net”, “Gains (losses) from hedge accounting, net” and “Exchange differences, net”.
(2)Not meaningful.
(3)“Net margin before provisions” is calculated as “Gross income” less “Administration costs” and “Depreciation and amortization”.
Net interest income / (expense)
Net interest expense of the Corporate Center for the year ended December 31, 2022 was €109 million, a 33.0% decrease compared with the €163 million net expense recorded for the year ended December 31, 2021, mainly due to decreases in the cost of corporate pension funds, partially offset by the higher funding costs as a result of the increases in reference interest rates.
Net fees and commissions
Net fees and commissions of the Corporate Center for the year ended December 31, 2022 amounted to a €31 million expense, an 11.9% decrease compared with the €36 million expense recorded for the year ended December 31, 2021.
Net gains (losses) on financial assets and liabilities and Exchange differences, net
Net losses on financial assets and liabilities and Exchange differences of the Corporate Center for the year ended December 31, 2022 were €294 million, compared with the €266 million net gains recorded for the year ended December 31, 2021, mainly as a result of the negative impact of changes in exchange rates on foreign currency positions and, to a lesser extent, the lower contribution from the industrial and financial portfolios managed by the Corporate Center as part of the centralized Group functions.
Other operating income and expense, net
Other net operating income of the Corporate Center for the year ended December 31, 2022 was €106 million, a 27.5% decrease compared with the €146 million income recorded for the year ended December 31, 2021, mainly as a result of lower dividend income from investees accounted for under the equity method.
Administration costs
Administration costs of the Corporate Center for the year ended December 31, 2022 amounted to €647 million, a 5.9% decrease compared with the €687 million recorded for the year ended December 31, 2021.
Depreciation and amortization
Depreciation and amortization for the year ended December 31, 2022 was €206 million, a 6.2% increase compared with the €194 million recorded for the year ended December 31, 2021.
Provisions or reversal of provisions and other results
Provisions or reversal of provisions and other results of the Corporate Center for the year ended December 31, 2022 were an €8 million income, a 73.4% decrease compared with the €32 million income recorded for the year ended December 31, 2021.
Operating profit / (loss) before tax
As a result of the foregoing, operating loss before tax of the Corporate Center for the year ended December 31, 2022 was €1,175 million, an 84.1% increase compared with the €638 million loss recorded for the year ended December 31, 2021.
Tax expense or income related to profit or loss from continuing operations
Tax income related to profit or loss from continuing operations of the Corporate Center for the year ended December 31, 2022 amounted to €277 million, compared with the €94 million income recorded for the year ended December 31, 2021, mainly as a result of the increase in the operating loss before tax for the period and the positive adjustment for the estimation of the annual tax rate of the BBVA Group, which was a tax expense in 2021.
Profit / (loss) from discontinued operations, net and Other
Profit / (loss) from discontinued operations, net and Other for the year ended December 31, 2022 was nil compared with the €416 million loss recorded for the year ended December 31, 2021. The year ended December 31, 2021 included the cost recorded in connection with the agreement on the collective layoff procedure BBVA reached with union representatives on April 13, 2021 in Spain, amounting to €994 million before taxes (see “Presentation of Financial Information— Agreement on the Collective Layoff Procedure”, “―Factors Affecting the Comparability of our Results of Operations and Financial Condition―Agreement on the collective layoff procedure” and Note 24 to our Consolidated Financial Statements), partially offset by the results generated by BBVA USA Bancshares, Inc. in the first five months of 2021 and gains generated by the USA Sale, which amounted to €280 million (see “Presentation of Financial Information―Sale of BBVA USA Bancshares, Inc.”).
Profit / (loss) attributable to parent company
As a result of the foregoing, profit / (loss) attributable to parent company of the Corporate Center for the year ended December 31, 2022 was a loss of €922 million, a 5.9% decrease compared with the €980 million loss recorded for the year ended December 31, 2021.
B. Liquidity and Capital Resources
BBVA’s principal source of funds is its customer deposit base, which consists primarily of demand, savings and time deposits. In addition to relying on customer deposits, BBVA also accesses the interbank market (overnight and time deposits) and domestic and international capital markets for its additional liquidity requirements. To access the capital markets, BBVA has in place a series of domestic and international programs for the issuance of commercial paper and medium- and long-term debt. Another source of liquidity is the generation of cash flow from operations. Finally, BBVA supplements its funding sources with borrowings from the ECB or the respective central banks of the countries where its subsidiaries are located. For additional information on the financing structure of the BBVA Group, see Note 7.5.3 to our Consolidated Financial Statements.
In its monetary policy decision of October 27, 2022, the ECB decided to adjust the interest rates applicable to TLTRO III from November 23, 2022 and offer credit institutions additional voluntary early repayment dates for these operations. For additional information on this monetary policy decision, see Note 22.1 to the Consolidated Financial Statements. In December 2022, BBVA began the repayment of funds withdrawn under the TLTRO III program and we had repaid an approximate amount of €35,000 million by December 2023. The outstanding balance of amounts drawn under the TLTRO III facilities totaled €3,660 million as of December 31, 2023 (€26,711 million as of December 31, 2022). The positive income generated by the funds obtained from drawdowns of the ECB’s TLTRO III facilities was recorded under the heading of “Interest and other income – Other income” in the consolidated income statement for the years ended December 31, 2023 and 2022 (see Note 37.1), while the borrowing costs of the drawdowns of the TLTRO III facilities were recorded under “Interest expense” in the consolidated income statement.
During 2023, despite the environment of lower liquidity as a result of the actions adopted by central banks, including the withdrawal of public sources of liquidity and the significant repayments of funds withdrawn under the TLTRO III program made by BBVA and the banking system, liquidity conditions remained adequate in all the countries where the BBVA Group operates.
The following table shows the balances as of December 31, 2023, 2022 and 2021 of our principal sources of funds (including accrued interest, hedge transactions and issue expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Deposits from central banks |
26,707 |
42,273 |
58,600 |
| Deposits from credit institutions |
83,376 |
55,859 |
36,010 |
| Customer deposits |
437,405 |
406,444 |
367,441 |
| Debt certificates |
72,685 |
58,717 |
59,159 |
| Other financial liabilities |
23,650 |
20,673 |
20,661 |
| Total |
643,823 |
583,967 |
541,871 |
Liquidity and Funding Risk Management of the BBVA Group aims, in the short term, to prevent any Group entity from having difficulties in meeting its payment commitments and from having to resort –in order to meet them– to obtaining funds on burdensome conditions and, in the medium term, to support the suitability of the Group's financial structure and its evolution, within the prevailing economic, market and regulatory conditions.
One of the key elements in BBVA's Group Liquidity and Financing Risk Management is the maintenance of large, high quality liquidity buffers in all its bank subsidiaries. Due, in part, to the Group’s decision to follow a Multiple Point of Entry strategy, in accordance with the framework for the resolution of financial entities designed by the FSB, the Group’s subsidiaries are self-sufficient and each subsidiary is responsible for managing its own capital and liquidity, without fund transfers or financing between either the parent company and the subsidiaries or between the different subsidiaries. This strategy aims to limit the spread of a liquidity crisis among the Group’s different areas, and supports that the cost of liquidity and financing is correctly reflected in the price formation process. As part of this strategy, the BBVA Group is organized into eight Liquidity Management Units (LMU) composed of the parent company and the bank subsidiaries in Spain, Mexico, Turkey. South America (Argentina, Colombia, Peru, Uruguay) and Switzerland, plus the branches that depend on them.
Regarding liquidity and funding performance, the BBVA Group seeks to maintain an adequate and dynamic funding structure consistent with the existing Risk Appetite Framework, through liquidity and funding planning. In this regard, the Liquidity and Funding Management model evaluates liquid resources needed and the ability to maintain the liquidity profile over the planning horizon, including in the face of unexpected stress conditions. The Group’s funding structure is predominantly of a retail nature, as customer deposits represent the main source of funding.
Throughout 2023, BBVA has maintained its objective of preserving the strength of the funding structure of the different Group entities by focusing on strengthening self-funding from customer funds, maintaining a buffer of fully available liquid assets, diversifying sources of funding and generating and optimizing collateral available to deal with the withdrawal of central banks’ monetary stimulus and/or stress situations in the markets. Increases in interest rates have had an adverse impact on the demand for credit and funding costs.
During 2023, 2022 and 2021, all LMU held self-funding levels deemed by the Group to be sufficient, mainly satisfied by customer deposits. The Liquidity Coverage Ratio (LCR), a liquidity buffer, at both a consolidated and individual level, was 149% as of December 31, 2023 (in excess of the required 100%) and 159% as of December 31, 2022 (in excess of the required 100%). The net stable funding ratio (NSFR) of the BBVA Group was 131% as of December 31, 2023 (in excess of the required 100%) and 135% as of December 31, 2022 (in excess of the required 100%). The NSFR ratio is the result of the division between the amount of stable funding available and the amount of stable funding required, requiring banks to maintain a stable financing profile in relation to the composition of their assets and off-balance sheet activities.
The Group has pension commitments with its employees, which are due on retirement, death and long term disability. The Group maintains insurance contracts contracted with insurance companies owned by the Group, which use derivatives to mitigate the interest rate risk arising from such commitments. See Notes 23 and 25 to the Consolidated Financial Statements for additional information on the Group’s contractual obligations with respect to its insurance activity and the post-employment benefits of the Group, respectively. See also “Item 3. Key Information—Risk Factors—Financial Risks—The Group has a substantial amount of commitments with personnel considered wholly unfunded due to the absence of qualifying plan assets”.
Furthermore, the BBVA Group holds loan commitments and financial guarantees which are in turn possible obligations of the entity that arise from past events and whose existence depends on the occurrence or non-occurrence of one or more future events independent of the entity’s will and that could lead to the recognition of financial assets. For information on loan commitments, financial guarantees and other commitments given by the Group, see Note 33 to the Consolidated Financial Statements.
We believe that our working capital is sufficient for our present requirements and to pursue our planned business strategies. Please see Notes 51 and 7.5 to our Consolidated Financial Statements for additional information on the BBVA Group’s liquidity and capital resources.
Potential structural limitations affecting Banco Bilbao Vizcaya Argentaria, S.A.’s funding
As some of the Group’s operations are conducted through subsidiaries, Banco Bilbao Vizcaya Argentaria, S.A.’s results depend in part on the ability of its subsidiaries to generate earnings.
The Group operates in Spain, Mexico, Turkey and over 25 other countries, mainly in Europe, South America, the United States and Asia. Our banking subsidiaries around the world are subject to supervision and regulation by a variety of regulatory bodies relating to, among other things, the satisfaction of different solvency, resolution and/or governance requirements. The obligation to satisfy such requirements may affect the ability of our banking subsidiaries to transfer funds to Banco Bilbao Vizcaya Argentaria, S.A. in the form of cash dividends, loans or advances. In addition, under the laws of the various jurisdictions where our subsidiaries are incorporated, dividends may only be paid out of funds legally available and, in certain cases, subject to the prior approval of the competent regulatory or supervisory authorities.
Even where any applicable requirements are met and funds are legally available, the relevant regulator could advise against the transfer of funds to Banco Bilbao Vizcaya Argentaria, S.A. in the form of cash dividends, loans or advances, for prudence reasons or otherwise. For example, the repatriation of dividends from BBVA’s Venezuelan, Argentinian and Turkish subsidiaries is subject to certain restrictions and there is no assurance that further restrictions will not be imposed.
The geographic diversification of the Group’s businesses, however, may help to limit the effect of any restrictions that could be adopted in any given country.
Customer deposits
Customer deposits (including “Financial liabilities at amortized cost - Customer deposits”, “Financial liabilities designated at fair value through profit or loss – Customer deposits” and “Financial liabilities held for trading – Customer deposits”) amounted to €437,405 million as of December 31, 2023 compared with €406,444 million as of December 31, 2022 (€367,441 million as of December 31, 2021), a 7.6% increase, mainly due to the appreciation of the Mexican peso against the euro and increases in Mexico in demand deposits, within the households and non-financial corporations portfolios, the increase in Turkey of time deposits in Turkish lira (transferred, in part, from time deposits in U.S. dollars) and, to a lesser extent, demand deposits in Turkish lira, as a result in part of the measures announced by the Turkish authorities to encourage and protect deposits denominated in Turkish lira and prevent further dollarization of deposits and, to a lesser extent, increases in the volume of time deposits in Mexico within the non-financial corporations portfolio, partially offset by the depreciation of the Turkish lira and the Argentine peso against the euro.
Our customer deposits, excluding repurchase agreements, amounted to €410,044 million as of December 31, 2023, a 4.4% increase compared with €392,884 million as of December 31, 2022 (€349,350 million as of December 31, 2021).
Short-term customer deposits at amortized cost amounted to €390,996 million as of December 31, 2023, or 89.4% of our total customer deposits, a decrease from 91.8% of our total customer deposits as of December 31, 2022 (see Note 22.3 to the Consolidated Financial Statements).
Deposits from credit institutions and central banks
The following table shows amounts due to credit institutions and central banks as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
2023 |
2022 |
2021 |
|
(In Millions of Euros) |
| Deposits from credit institutions |
83,376 |
55,859 |
36,010 |
| Deposits from central banks |
26,707 |
42,273 |
58,600 |
| Total |
110,083 |
98,132 |
94,610 |
Deposits from credit institutions and central banks amounted to €110,083 million as of December 31, 2023 compared with €98,132 million as of December 31, 2022 (€94,610 million as of December 31, 2021). The increase as of December 31, 2023 compared to December 31, 2022 was mainly attributable to an increase in deposits from credit institutions (through repurchase agreements) in Spain in the trading and amortized cost portfolios, partially offset by the decrease in deposits from the Bank of Spain in the amortized cost portfolio, driven mainly by the aforementioned substantial repayment by BBVA of drawdowns under the ECB’s TLTRO III facilities. The increase as of December 31, 2022 compared to December 31, 2021 was mainly attributable to increases in time deposits from credit institutions in Spain in the amortized cost portfolio, as a result of the higher interest rate environment, partially offset by the decrease in deposits from central banks, driven mainly by the partial repayment by BBVA of drawdowns under the ECB’s TLTRO III facilities.
Capital markets
We make debt issuances in the domestic and international capital markets in order to finance our activities. As of December 31, 2023 we had €52,875 million of debt certificates outstanding, comprising €47,124 million in bonds and debentures and €5,752 million in promissory notes and other securities, compared with €42,944 million, €41,515 million and €1,430 million outstanding, respectively, as of December 31, 2022, and €40,969 million, €40,071 million and €898 million outstanding, respectively, as of December 31, 2021 (see Note 22.4 to the Consolidated Financial Statements).
In addition, we had a total of €15,867 million in subordinated debt and subordinated deposits and nil preferred securities outstanding as of December 31, 2023 compared with €12,509 million and nil, respectively, as of December 31, 2022 (€14,808 million and nil, respectively, as of December 31, 2021).
The following is a breakdown as of December 31, 2023 of the maturities of our debt certificates (including bonds), subordinated debt, subordinated deposits and preferred securities. Regulatory equity instruments have been classified according to their contractual maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
— |
717 |
3,195 |
15,008 |
26,414 |
7,541 |
52,875 |
| Subordinated debt, subordinated deposits and preferred securities |
14 |
21 |
— |
— |
3,868 |
11,964 |
15,867 |
| Total |
14 |
738 |
3,195 |
15,008 |
30,282 |
19,505 |
68,742 |
Capital
As of December 31, 2023, 2022 and 2021, equity is calculated in accordance with current regulations on minimum capital base requirements for Spanish credit institutions on both an individual and consolidated basis. These regulations dictate how to calculate equity levels, as well as the various internal capital adequacy assessment processes they should have in place and the information such institutions should disclose to the market.
The minimum capital base requirements established by the current regulations are calculated according to the Group’s exposure to credit and dilution risk, counterparty and liquidity risk relating to the trading portfolio, exchange-rate risk and operational risk. In addition, the Group must fulfill the risk concentration limits established in these regulations and internal corporate governance obligations.
For information on our SREP requirements, our consolidated capital ratios as of December 31, 2023, 2022 and 2021, our RWAs, our MREL requirements, the capital issuances of Banco Bilbao Vizcaya Argentaria, S.A. and the impact on BBVA’s CET1 arising from certain singular effects, see “Item 4. Information on the Company—Business Overview—Supervision and Regulation” and Note 32 to our Consolidated Financial Statements.
C. Research and Development, Patents and Licenses, etc.
In 2023, we continued to foster the use of new technologies as a key component of our global development strategy. We explored new business and growth opportunities, focusing on three major areas: emerging technologies, digital banking and data driven initiatives, in each case with the customer as the focal point of our banking business.
The BBVA Group is not materially dependent on the issuance of patents, licenses and industrial, mercantile or financial contracts or on new manufacturing processes in carrying out its business purpose.
D. Trend Information
The European financial services sector is expected to remain competitive in the current challenging environment. See “Item 4. Information on the Company―Competition”. See also “Item 3. Key Information—Risk Factors—Business Risks—The Group faces increasing competition and is exposed to a changing business model”.
Trends expected to shape the sector’s profitability in the future include the following:
•high interest rates, especially in Spain, after a protracted period of low (or even negative) interest rates. The impact of high interest rates may be particularly significant in countries like Spain, where mortgages account for a significant proportion of credit (more than 40%) and approximately seven out of 10 mortgages are estimated to have floating rates. While BBVA expects interest rates to decline in the near future, they are expected to remain in the range of 2.5%-3%. The persistence of high rates may lead to an increase in non-performing loans (and RWAs) and a decrease in the demand for loans, in addition to resulting in higher funding costs;
•a more challenging competitive environment with the entry of non-bank digital financial services providers, which are growing very fast in line with technological advances and becoming a very important competitor for the banking industry. These entities do not have to comply with a regulation scheme as strict as that applicable to banks. For additional information, see “Item 4. Information on the Company―Competition”;
•the completion and the implementation of the ongoing financial regulatory reforms. On one hand, when such reforms are applied locally, inconsistently and heterogeneously, regulatory fragmentation and the implementation by some countries of more flexible or stricter rules or regulations may put certain banks at a disadvantage. Conversely, it is possible that, in the framework of the banking union and in the capital markets union, regulatory changes and enhanced institutional architecture might contribute to a less fragmented, but more competitive, landscape. Moreover, regulatory changes, adopted or proposed, as well as their interpretation or application, have increased and may continue to substantially increase operating expenses and decrease margins. For information on certain significant supervision and regulatory matters which affect the Group, see “Item 4. Information on the Company—Business Overview—Supervision and Regulation”;
•the increasing tax burden in certain regions such as the temporary tax on extraordinary profits applicable to credit institutions operating in Spain and the proposed Tax Directive of the European Commission for the Financial Transactions Tax (which would tax the acquisitions of certain securities, negotiated in markets where the Group operates);
•the adoption of novel pro-consumer regulation and measures, such as the proposed creation of a new administrative authority in Spain, which shall resolve complaints against banks from customers and potential customers and be financed by financial institutions, and the recent amendments introduced in the Code of Good Practices, easing the impact of interest rate hikes on mortgage loans agreements related to primary residences, among others (see “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Principal Markets—Spain” for additional information); and
•the increasing concern over ESG and climate change matters, which may result, among others, in changes in consumer preferences and additional legislation and regulatory requirements. For example, several of the European Union’s sustainability initiatives are expected to significantly impact asset management activities in coming years, as asset managers need to include sustainability as part of their financial advice. In addition, the ECB conducted a stress test on climate-related risks (CST) in 2022, whose output has been integrated into the annual Supervisory Review and Examination Process (“SREP”) using a qualitative approach. The test aimed to identify vulnerabilities, industry best practices and the challenges faced by banks and may result in increased regulation. For additional information see “Item 4. Information on the Company—Business Overview—Supervision and Regulation”. Further, climate-related disasters could result in market volatility, negatively impact customers’ ability to pay outstanding loans, result in the deterioration of the value of collateral or insurance shortfalls or otherwise disrupt the operations of banks or the operations of their customers or third parties on which they rely. See “Item 3. Key Information—Risk Factors—Business Risks—The Group is exposed to various risks in connection with climate change”.
E. Critical Accounting Estimates
Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
We have a one-tier board system with a single collegiate body, the Board of Directors, that is collectively responsible for the highest functions of managing the Company and overseeing and controlling the management of the Company, all with the aim of achieving the Company’s purpose and best serving the corporate interest.
Our Board of Directors is subject to Board of Directors Regulations that reflect and implement the principles and elements of BBVA’s concept of corporate governance. These Board of Directors Regulations include standards for the internal management and operation of the Board and its committees, as well as the rights and obligations of directors in the performance of their duties.
General shareholders’ meetings are subject to their own set of regulations on issues such as how they operate and what rights shareholders have at such meetings. These establish the possibility of exercising or delegating votes over remote communication media.
Our Board of Directors has approved the annual report on corporate governance and a report on directors’ remuneration for 2023, according to the provisions established in the Spanish regulation for listed companies.
Shareholders and investors may find the documents referred to above on BBVA’s website (www.bbva.com), under the “Shareholders and Investors” and “Corporate Governance and Remuneration Policy” sections.
BBVA’s website was created to facilitate information and communication with shareholders and other stakeholders. It provides special direct access to all information considered relevant to BBVA’s corporate governance system in a user-friendly manner. In addition, all the information required by Article 539 of the Spanish Corporate Enterprises Act can be accessed on BBVA’s website (www.bbva.com).
A. Directors and Senior Management
We are managed by a Board of Directors that is currently composed of 15 members, 13 of which are non-executive directors and two are executive directors.
Pursuant to Article 1 of the Board of Directors Regulations, Bank’s directors may be executive or non-executive. Executive directors are those who perform management duties in the Bank or any of its Group companies, irrespective of the legal relationship they have with it. All other members of the Board of Directors will hold non-executive directorships, and may be proprietary, independent or other external directors.
Independent directors are those non-executive directors who are appointed based on their personal and professional qualities and who may perform their duties without being constrained by their relationship with the Company, or its Group, its significant shareholders or managers. Under the Board of Directors Regulations, directors may not be considered independent in any of the following situations:
a.They have been employees or have been executive directors of Group companies in the last three or five years, respectively.
b.They receive from the Bank, or from Group companies, any amount or benefit for any item other than director’s remuneration, except for those which are not significant for such director. For the purposes of this item, neither dividends nor pension allowances received by directors relating to their previous professional or employment relations will be taken into account, provided that said allowances are unconditional in nature and, therefore, the company that provides said allowances may not suspend, modify or revoke their accrual at its discretion without breaching its obligations.
c.They are, or have been in the past three years, a partner of an external auditor or have been responsible during this time for the auditor’s report of the Company or any other company within its Group.
d.They are executive directors or senior managers of another company for which an executive director or senior manager of the Company is an external director.
e.They have, or have had over the last year, a significant business relationship with the Bank or any company within its Group, whether in their own name or as a significant shareholder, director or senior manager of a company that has, or has had, such a relationship. Business relationships include supplying goods or services, including financial services, as well as acting as an adviser or consultant.
f.They are significant shareholders, executive directors or senior managers of a company that receives, or has received in the past three years, donations from the Company or from its Group. Those who are simply trustees of a foundation receiving donations will not be considered included in this item.
g. They are spouses, partners in a similar relationship of affection or relatives up to the second degree of an executive director or senior manager of the Company.
h.They have not been proposed for appointment or renewal by the Appointments and Corporate Governance Committee.
i.They have been directors for a continuous period of more than twelve years.
j.In relation to a significant shareholder or shareholder represented on the Board of Directors, any of the circumstances referred to in items (a), (e), (f) or (g) above shall apply. In the event of the kinship relations referred to in item (g), the limitation will apply not only to the shareholder, but also to any proprietary directors of the company in which shares are held.
The directors with a shareholding in the Company may be considered independent provided that they do not meet the conditions above and, in addition, that their shareholding is not legally regarded as significant.
Board of Directors Regulations
The principles and elements comprising our corporate governance are set forth in our Board of Directors Regulations, which govern the internal procedures and the operation of the Board and its committees, as well as directors’ rights and duties.
The full text of the Board of Directors Regulations and those of the Board committees can be found on BBVA’s website (www.bbva.com).
The following provides a brief description of several significant matters covered in the Board of Directors Regulations.
Performance of Directors’ Duties
Directors must fulfill the duties imposed by laws and the Bylaws with fidelity to the corporate interest, understood as the interest of the Company. They must also have the availability and dedication required at all times for the performance of their duties as Directors, including when discharging their duties as members of the various Committees.
They will participate in the deliberations, discussions and debates held on matters submitted for their consideration, and they should clearly express their opposition when they consider that any proposal submitted to the Bank’s corporate bodies may be contrary to the corporate interest or may harm shareholders not represented on the Board of Directors, and will be provided in advance with the information needed to form an opinion with respect to the matters within the remit of the Bank’s corporate bodies. They may ask for any additional information and advice required to perform their duties. They must devote to their duty the necessary time and effort to perform it effectively and are required to personally attend the meetings of the corporate bodies on which they sit, except for a justifiable reason. If it is not possible for a director to attend a meeting of the Board of Directors, the director may authorize another director to act as their proxy and cast votes on their behalf, by sending a letter or email to the Company with the information needed by the proxy director to follow the absent director’s instructions. Applicable legislation states, however, that non-executive directors may only grant a proxy to another non-executive director. In addition, this system applies to attendance at meetings of Board of Directors Committees.
The directors may also request the Board of Directors for external expert assistance for any matters submitted to their consideration whose special complexity or importance so requires.
Conflicts of Interest
The rules comprising the Board of Directors Regulations detail different situations in which conflicts of interest could arise between directors, their family members and/or organizations to which they are linked, and the BBVA Group. They set out procedures for such cases, in order to avoid conduct contrary to our best interests. The rules contained in the Board of Directors Regulations are in line with the specific regulations established in the Spanish Corporate Enterprises Act.
These rules help ensure directors’ conduct reflects stringent ethical codes, in keeping with applicable standards and according to core values of the BBVA Group.
Incompatibilities
Directors are also subject to the rules on limitations and incompatibilities established under the applicable regulations at any time and, in particular, to the provisions of Spanish Law 10/2014 and Circular 2/2016, of the Bank of Spain, for credit institutions on regulation, supervision and solvency. A director of BBVA may not simultaneously hold more positions than those provided for in the following combinations: (i) one executive position and two non-executive positions; or (ii) four non-executive positions. Executive positions are understood to be those that undertake management duties irrespective of the legal bond attributed by those duties. In this respect, the following will count as a single position: 1) executive or non-executive positions held within the same group; 2) executive or non-executive positions held within (i) entities that form part of the same institutional protection scheme or (ii) traded companies in which the entity holds a significant shareholding. Positions held in non-profit organizations or entities or companies pursuing non-commercial purposes will not count when determining the maximum number of positions. Nevertheless, the Bank of Spain may authorize members of the Board of Directors to hold an additional non-executive position if it deems that this would not interfere with the proper performance of the director’s activities in the credit institution.
In addition, pursuant to the provisions of Article 11 of Board of Directors Regulations, directors may not provide professional services to companies competing with the Bank or any of its Group companies, or agree to be an employee, manager or director of such companies, unless they have received express prior authorization from the Board of Directors or from the general shareholders’ meeting, as appropriate, or unless these activities had been provided or conducted before the director joined the Bank, they had posed no effective competition and they had informed the Bank of such at that time.
Moreover, directors may not have direct or indirect shareholdings in businesses or companies in which the Bank or its Group companies hold an interest, unless such shareholding was held prior to joining the Board of Directors or to the time when the Group acquired its holding in such businesses or companies, or unless such companies are listed on national or international securities markets, or unless authorized to do so by the Board of Directors.
Lastly, directors may not hold political positions or perform any other activities that might have public significance or may affect the Company’s image in any way, unless this is with prior authorization from the Bank’s Board of Directors.
Term of Directorships and Director Age Limit
Directors will stay in office for the term set out in our Bylaws (three years). If they have been co-opted, they will stay in office until the first general shareholders’ meeting is held. The general shareholders’ meeting may then ratify their appointment for the term of office established under our Bylaws.
BBVA’s Board of Directors Regulations establish an age limit for sitting on the Bank’s Board. Directors must submit their resignation at the first meeting of the Bank’s Board of Directors to be held after the general shareholders’ meeting approving the accounts for the financial year in which they reach the age of seventy-five years.
Appointment and Re-election of Directors
The proposals for appointment or re-election of directors submitted by the Board of Directors to the general shareholders’ meeting, as well as the appointments made directly to fill vacancies under its co-opting powers, will be approved at the proposal of the Appointments and Corporate Governance Committee for independent directors and prior report from this Committee for all other directors.
The proposal must be accompanied by an explanatory report by the Board of Directors assessing the skills, experience and merits of the candidate proposed, which will be added to the minutes of the general shareholders’ meeting or the Board of Directors meeting.
To such end, the Appointments and Corporate Governance Committee will evaluate the balance of knowledge, skills and experience of the Board of Directors, as well as the conditions that the candidates must meet to cover the vacancies that arise, assessing the dedication of time considered necessary to adequately carry out their duties, in view of the needs of the corporate bodies at any given time.
Directors’ Resignation and Dismissal
Furthermore, in accordance with the Board of Directors Regulations, directors must offer their resignation to the Board of Directors and accept its decision regarding their continuity in office or not. Should the Board decide against their continuity, they are required to tender their resignation in any of the following circumstances:
•When they are affected by circumstances of incompatibility or prohibition as defined under legislation in force, in the Bylaws or in the Board of Directors Regulations.
•When significant changes occur in their personal or professional situation that affect the status by virtue of which they were appointed as directors.
•In the event of serious breach of their duties in the performance of their role as directors.
•When, for reasons attributable to the directors in their status as such, serious damage has been done to the Company’s equity, standing or reputation; or
•When they are no longer suitable to hold the status of director of the Bank.
Evaluation
Article 17 of the Board of Directors Regulations indicates that the Board of Directors will assess the quality and effectiveness of the operation of the Board of Directors, as well as will assess the performance of the duties of the Chair of the Board, based in each case on the report submitted by the Appointments and Corporate Governance Committee (process which will be led by the Lead Director with respect to the Chair according to article 21 of the Board of Directors Regulations). Likewise, the Board of Directors will carry out the assessment of the operation of its committees, based on the reports submitted thereby. Furthermore, the Board of Directors will assess the performance of the Chief Executive Officer, based on the report submitted by the Appointments and Corporate Governance Committee, which will include the assessment made by the Executive Committee.
Moreover, Article 18 of the Board of Directors Regulations establishes that the Chair will organize and coordinate the periodic assessment of the Board’s performance with the chairs of the relevant committees. Pursuant to the provisions of the Board of Directors Regulations, during the assessment process conducted for 2023, the Board of Directors evaluated: (i) the quality and efficiency of the operation of the Board of Directors; (ii) the performance of the duties of the Chair and the Chief Executive Officer; and (iii) the operation of the Board committees.
The Board of Directors
As of the date of this Annual Report, our Board of Directors is comprised of 15 members, 13 of which are non-executive directors and two are executive directors.
The following table sets forth the names of the members of the Board of Directors as of the date of this Annual Report, their date of appointment and, if applicable, re-election, their current positions and their present principal outside occupation and main employment history.
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| Name |
Birth Year |
Current Position |
Date Nominated |
Date Re-elected |
Principal Business Activities and Employment History (*) |
| Carlos Torres Vila (1)(6) |
1966 |
Chair |
May 4, 2015 |
March 18, 2022 |
Chair of the Board of Directors of BBVA since December 2018. Chair of the Executive Committee and of the Technology and Cybersecurity Committee. Director at the following BBVA Group companies: Grupo Financiero BBVA México, S.A. de C.V. and BBVA México S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México. Chief Executive Officer of BBVA from May 2015 to December 2018. He started at BBVA in September 2008 holding senior management posts such as Head of Digital Banking from March 2014 to May 2015 and Head of BBVA Strategy & Corporate Development from January 2009 to March 2014. He previously held positions of responsibility in other companies, such as Chief Financial Officer, Corporate Director of Strategy and member of the Executive Committee of Endesa, as well as elected partner at McKinsey & Company. |
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| Onur Genç (1) |
1974 |
Chief Executive Officer |
December 20, 2018 |
March 18, 2022 |
Chief Executive Officer of BBVA since December 2018. Director at the following BBVA Group companies: Grupo Financiero BBVA México, S.A. de C.V. and BBVA México S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México. President and CEO of BBVA USA and BBVA’s Country Manager in the United States from 2017 to December 2018. Deputy CEO at Garanti BBVA between 2015 and 2017 and Executive Vice President for retail and private banking at Garanti BBVA between 2012 and 2015. He has also held positions of responsibility in different McKinsey & Company offices, having been a Senior Partner and Manager of its Turkish office. |
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| José Miguel Andrés Torrecillas (1)(2)(3)(8) |
1955 |
Deputy Chair; Independent Director |
March 13, 2015 |
April 20, 2021 |
Deputy Chair of the BBVA Board of Directors since April 2019. Chair of the Appointments and Corporate Governance Committee and of the Audit Committee. Chair of Ernst & Young Spain from 2004 to 2014, where he was a partner since 1987 and also held a series of senior offices, including Managing Partner of the Banking Group from 1989 to 2004, General Managing Partner for Audit and Advisory Services at Ernst & Young Spain from 2001 to 2004, and Managing Director of the Audit and Advisory practices at Ernst & Young Italy and Portugal from 2008 to 2013. He has been a member of various organizations such as the ROAC (Official Registry of Auditors), the REA (Registry of Economic Auditors), the Governing Board of the Spanish Institute of Financial Analysts, Empresa y Sociedad Foundation, Spanish Institute of Chartered Accountants, Advisory Board of the Institute of Internal Auditors; and of the Institute of Chartered Accountants in England & Wales (the ICAEW). He has been director of Zardoya Otis, S.A. from 2015 to 2022. |
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| Jaime Félix Caruana Lacorte (1)(2)(5) |
1952 |
Independent Director |
March 16, 2018 |
April 20, 2021 |
Member of the China Banking and Insurance Regulatory Commission’s (CBIRC) International Advisory Committee from 2019 to 2023 and General Manager of the Bank of International Settlements (BIS) between 2009 and 2017. Between 2006 and 2009 he was Head of the Monetary, Capital Markets Department and Financial Counselor and General Manager at the International Monetary Fund (IMF), between 2003 and 2006 he was Chair of the Basel Committee on Banking Supervision, and between 2000 and 2006 he was Governor of the Bank of Spain and member of the Governing Council of the European Central Bank. |
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Sonia Lilia Dulá (2)(5) |
1961 |
Independent Director |
March 17, 2023 |
Not applicable |
Independent director at Huntsman Corporation, Acciona and Acciona Energía, as well as lifetime member of the Council on Foreign Relations. Vice President of Equity Capital Markets for Latin America from 1992 to 1995 at Goldman Sachs Group, Head of Wealth Management for Latin America (2010-2013) and Vice Chair of Global Corporate and Investment Banking for Latin America (2013-2018) at Bank of America Merrill Lynch. She has been also CEO of Telemundo Studios Mexico (1996-1999) and Co-founder and CEO of Internet Group of Brazil (1999-2000) and of Obsidiana (2000-2001) and CEO of Grupo Latino de Radio (2002-2006). |
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| Raúl Catarino Galamba de Oliveira (5)(6)(7) |
1964 |
Independent Director |
March 13, 2020 |
March 17, 2023 |
Lead Director of BBVA since April 2022 and Chair of the Risk and Compliance Committee. Independent Chair of the Board of Directors of CTT – Correios de Portugal, S.A. and non-executive director of José de Mello Saúde and José de Mello Capital. His career path has been mainly linked to McKinsey & Company, where he was appointed partner in 1995, Director of the global practice of financial services in 2000, Managing Partner for Spain and Portugal between 2005 and 2011, Managing Partner of Global Risk practice between 2013 and 2016, member of the Global Shareholders Council from 2005 to 2011, member of the Global Partner Election and Evaluation Committees between 2001 and 2017, member of the Remuneration Committee from 2005 to 2013 and Chair of the Global Learning Board from 2006 to 2011. |
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Belén Garijo López (1)(3)(4) |
1960 |
Independent Director |
March 16, 2012 |
April 20, 2021 |
Chair of the Remuneration Committee. Chair of the Executive Board and CEO of Merck Group, member of the Board of Directors of L’Oréal and, since 2011, Chair of the International Senior Executive Committee (ISEC) of PhRMA, (Pharmaceutical Research and Manufacturers of America). Previously, she has held various positions of responsibility at Abbot Laboratories (1989–1996), RhônePoulenc (1996–1999), Aventis Pharma (1999–2004), Sanofi Aventis (2004–2011) and Merck (since 2011). |
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Connie Hedegaard Koksbang (2) |
1960 |
Independent Director |
March 18, 2022 |
Not applicable |
Independent director at Danfoss A/S. She participates on an ongoing basis in international forums and organizations and in foundations such as her membership of the Supervisory Board at the European Climate Foundation. Chair of the OECD’s Round Table on Sustainable Development, a member of the Climate and Environment Advisory Council of the European Investment Bank (EIB) member of the Villum Foundation, Chair of the Board of Trustees at the KR Foundation, Chair of CONCITO, Chair of the European Commission’s Mission Adaptation to Climate Change, including Social Change, Chair of the Board at Aarhus University, and a member of the Sustainability Council at Volkswagen and advisor to the Board of Gazelle Wind Power. She has been non-executive director of Nordex SE from 2016 to 2022 and of Cadeler A/S from 2020 to 2023. She has held various positions in the public sector in Denmark and the European Union, such as EU Commissioner for Climate Action, Danish Minister for Climate and Energy, Minister for Environment, and Minister for Nordic Cooperation. |
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| Lourdes Máiz Carro (2)(4) |
1959 |
Independent Director |
March 14, 2014 |
March 17, 2023 |
Non-executive director of Actividades de Construcción y Servicios, S.A. Secretary of the Board of Directors and Director of Legal Services at Iberia, Líneas Aéreas de España from 2001 until 2016; as well as Director of several companies, including Renfe, GIF (Gerencia de Infraestructuras Ferroviarias – Railway Infrastructure Administrator, now ADIF), the ICO (Instituto de Crédito Oficial – Official Credit Institution), Aldeasa and Banco Hipotecario. Joined the Spanish State Counsel Corps (Cuerpo de Abogados del Estado) in 1992 and held various senior positions in the Public Administration, including Director of the Cabinet of the Assistant Secretary of Public Administration, Director of the Cabinet of the Assistant Secretary of Education; General Director of Administrative Organization, Personnel and IT, General Director of the Sociedad Estatal de Participaciones Patrimoniales (SEPPA) within the Ministry of Economy and Finance and Technical General Secretary of the Ministry of Agriculture, Fisheries and Food. |
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| José Maldonado Ramos (1)(3) |
1952 |
External Director |
January 28, 2000 |
April 20, 2021 |
Appointed Director and General Secretary of BBVA in January 2000. Took early retirement as Bank executive in December 2009. Previously, he was Board Secretary and Director of Legal Services for
Empresa Nacional para el Desarrollo de la Industria Alimentaria, S.A. (Endiasa); Astilleros Españoles, S.A.; and Iberia, Líneas Aéreas de España, S.A.
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| Ana Cristina Peralta Moreno (2)(4) |
1961 |
Independent Director |
March 16, 2018 |
April 20, 2021 |
Independent director of Grenergy Renovables, S.A. and of Inmobiliaria Colonial, SOCIMI, S.A. She was an independent member of the Board of Directors of Deutsche Bank SAE from 2014 to 2018 and Banco Etcheverría, S.A. from 2013 to 2014, as well as independent director at Grupo Lar Holding Residencial, S.A.U. and Senior Advisor at Oliver Wyman Financial Services. General Director of Risks and member of the Management Committee of Banco Pastor, S.A. between 2008 and 2011. Before that, she held several positions at Bankinter, including Chief Risk Officer and member of the Management Committee between 2004 and 2008. |
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| Juan Pi Llorens (3)(5)(6) |
1950 |
External Director |
July 27, 2011 |
April 20, 2021 |
Non-executive chair of the Board of Directors of Ecolumber, S.A. and non-executive director of the following Oesía Group companies: Oesía Networks, S.L., Tecnobit, S.L.U. UAV Navigation, S.L. and Inster Tecnología y Comunicaciones, S.A.U. Had a professional career at IBM holding various senior posts at a national and international level including Vice President for Sales at IBM EMEA from 2005 to 2008, Vice President of Technology & Systems Group at IBM EMEA from 2008 to 2010 and Vice President of the Finance Services Sector at GMU (Growth Markets Units) in China from 2009 to 2011. He was executive President of IBM Spain between 1998 and 2001. |
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Ana Leonor Revenga Shanklin (4) (5)(6) |
1963 |
Independent Director |
March 13, 2020 |
March 17, 2023 |
Senior Fellow at the Brookings Institution and President of the Board of Trustees at the ISEAK Foundation since 2018 and Associate Professor at the Walsh School of Foreign Service at Georgetown University from 2019 to 2021. Member of the Board of Trustees of the BBVA Microfinance Foundation and of the Advisory Council of ESADE EcPol - Center for Economic Policy and Political Economy since 2019. Non-executive director of Revenga Ingenieros, S.A.
She has held several positions of responsibility at the World Bank, including Senior Director Global of the Poverty and Equity Practice between 2014 and 2016 and Deputy Chief Economist in 2016 and 2017.
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| Carlos Vicente Salazar Lomelín (4) |
1951 |
External Director |
March 13, 2020 |
March 17, 2023 |
Independent director of Sukarne S.A. de C.V. since 2017, of Alsea, S.A.B. de C.V. since 2019, and of CYDSA Corporativo, S.A. de C.V. since 2022.
Director of the following BBVA Group companies: Grupo Financiero BBVA México, S.A. de C.V., of BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, of BBVA Seguros México, S.A. de C.V. Grupo Financiero BBVA México, of BBVA Pensiones México, S.A. de C.V. Grupo Financiero BBVA México and of BBVA Seguros Salud México, S.A. de C.V. Grupo Financiero BBVA México. Chair of the Consejo Coordinador Empresarial de México (the Mexican Business Coordinating Council) from 2019 to 2022.
His career path has been linked to the Grupo Fomento Económico Mexicano S.A.B. de C.V. (Femsa) until 2019, having held roles such as General Manager of Cervecería Cuauhtémoc-Moctezuma, Manager of Coca Cola Femsa and General Manager of Femsa.
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| Jan Paul Marie Francis Verplancke (4)(6) |
1963 |
Independent Director |
March 16, 2018 |
April 20, 2021 |
Advisor to the Internal Advisory Board at Abdul Latif Jameel and CEO of Vestraco, S.à.R.L.. Director, Chief Information Officer, Group Head of Technology and Banking Operations, of Standard Chartered Bank, between 2004 and 2015. Before that, he held several positions in multinational companies, such as Vice President of Technology and Information Officer, in the EMEA region of Dell (1999-2004) as well as Vice President and Chief of Architecture and Vice President of Information of the Youth Category at Levi Strauss (1994 and 1999). |
(*) Where no date is provided, the position is currently held.
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Appointments and Corporate Governance Committee.
(4) Member of the Remuneration Committee.
(5) Member of the Risk and Compliance Committee.
(6) Member of the Technology and Cybersecurity Committee.
(7) Lead Director.
(8) Deputy Chair.
The statutory mandate of three years of the directors José Miguel Andrés Torrecillas, Jaime Félix Caruana Lacorte, Belén Garijo López, José Maldonado Ramos, Ana Cristina Peralta Moreno, Juan Pi Llorens and Jan Paul Marie Francis Verplancke will expire during 2024. The Bank’s Board of Directors has proposed that José Miguel Andrés Torrecillas, Jaime Félix Caruana Lacorte, Belén Garijo López, Ana Cristina Peralta Moreno and, Jan Paul Marie Francis Verplancke be re-elected by the general shareholders’ meeting, planned to be held on March 15, 2024 for another statutory period of three years.
The Bank’s Board of Directors has also submitted to such general shareholders’ meeting the appointment of Enrique Casanueva Nárdiz, for the statutory period of three years, with the status of independent director and the appointment of Cristina de Parias Halcón, for the statutory period of three years, with the status of other external director. Mr. Casanueva has a long and successful professional experience in international investment banking and knowledge and executive skills and experience in running major international businesses. He has held several top positions at international financial institutions during his professional career, highlighting the position of Executive Director in the Investment Banking department at Goldman Sachs, as well as the position of Chairman and CEO for Spain and Portugal and member of the EMEA Management Committee at JP Morgan. Ms. de Parias has previous professional experience, of the highest responsibility in the Bank, having managed one of the main businesses of the Group in a major development and transformation process, as well as she has an in-depth knowledge of two of the main markets in which the Group operates, Spain and Mexico, as a result of having held the position of Country Manager for Spain and Portugal as a senior manager of the Bank from 2014 to 2019, and currently being a director of two of the Group’s subsidiaries in Mexico. Moreover, she is currently an independent director of Endesa, S.A. and Sanitas Seguros, S.A.
The aforementioned proposed re-elections and appointments are subject to approval of the general shareholders’ meeting of BBVA. In the case of the appointments, they are also subject to verification by the ECB, considering the regulatory suitability requirements for the performance of their duties as directors.
Senior Management
Our senior managers were each appointed for an indefinite term. Their positions as of the date of this Annual Report are as follows:
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| Name |
Current Position |
Present Principal Occupation and Employment History(*) |
| Carlos Torres Vila |
Chair |
See “—The Board of Directors” above.
In addition, as set out in the Board of Directors Regulations, he oversees the following BBVA’s areas: Strategy, Engineering, Talent and Culture, Data, Sustainability in matters related to strategy and transformation, Accounting, Supervisors and Regulation, Legal, Communications, Institutional Relations and General Secretariat.
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| Onur Genç |
Chief Executive Officer |
See “—The Board of Directors” above.
In addition, as set out in the Board of Directors Regulations, he oversees the following BBVA’s areas: Business Units (Corporate and Investment Banking (C&IB), Client Solutions, Sustainability, Country Monitoring, Spain, Mexico and Turkey), Finance and Global Risk Management.
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| Domingo Armengol Calvo |
General Secretary |
General Secretary and Secretary of the Board of Directors of BBVA since 2009. Deputy Secretary of the Board from 2005 to 2009 and Head of the Institutional Legal Department of BBVA from 2000 to 2009. |
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| María Jesús Arribas de Paz |
Global Head of Legal |
Global Head of Legal since December 2018. Director at BBVA OP3N, S.L. between 2018 and 2019. She held the position of Head of Corporate Legal Services between 2002 and 2018. Before that, she was head of Legal services and board secretary at Finanzia Banco de Crédito S.A. (1996-2002). |
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| Pello Xabier Belausteguigoitia Mateache |
Spain Country Manager |
Spain Country Manager since December 2019. Director of BBVA Seguros, S.A. Seguros y Reaseguros. Director at BBVA OP3N, S.L. between 2018 and 2020. Head of Business Development BBVA Spain from 2017 to 2019, Director of BBVA Spain Northern Region from 2015 to 2017, Director of BBVA Spain Eastern Region from 2014 to 2015, Local Director at BBVA Spain Northwestern Region between 2011 and 2014 and Director of Commercial Businesses at BBVA Spain Northwestern Region from 2008 to 2011. |
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| Carlos Casas Moreno |
Global Head of Talent & Culture |
Global Head of Talent & Culture since December 2018. Chair of the Comisión Liquidadora de Servicios Tecnológicos Singulares, S.A. and BBVA Consultoría, S.A. from 2017 to 2019 and non-executive director of Colegio Universitario de Estudios Financieros, S.L. from 2015 to 2019. He was Head of Compensation, Pensions & Benefits from 2016 to December 2018, and was responsible for Organization Matters and Global Talent Management Policies in the Talent & Culture area between 2015 and 2016. Between 2010 and 2015, he worked on Process Re-engineering within the Innovation and Technology area. |
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| Victoria del Castillo Marchese |
Global Head of Strategy & M&A |
Global Head of Strategy & M&A since December 2018. Director at Atom Bank PLC between 2018 and 2019. She has held other relevant positions within the BBVA Group, such as Head of M&A for Europe and Turkey (2014 to December 2018), Director of Strategic Projects of the Finance Area (2009 to 2014) and Head of M&A for the USA (2006 to 2009). |
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| José Luis Elechiguerra Joven |
Global Head of Engineering |
Global Head of Engineering since December 2020. He has held other relevant positions within the BBVA Group such as Head of Client Solutions at BBVA USA during 2019-2020, Global Director of Data Governance from 2017 to 2019 and Global Director of Organization & Business Process Engineering from 2015 to 2017, both positions at BBVA. Director of Business Transformation from 2013 to 2015, Director of Strategic & Financial Planning for the Retail Business from 2011 to 2013 and Director of Business Development & Strategic Planning for the Mortgage Business from 2008 to 2011, all of them at BBVA México. |
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| Ana Fernández Manrique |
Global Head of Regulation & Internal Control |
Global Head of Regulation & Internal Control since July 2019. She has held several relevant positions within the BBVA Group such as Director of Non-Financial Risks during 2018, Director of Strategy and Finance at BBVA Real Estate Area from 2014 to 2017, Director of Strategy and Finance at Global Retail Area from 2011 to 2014, and Strategy & M&A Managing Director between 2008 and 2011. |
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| María Luisa Gómez Bravo |
Global Head of Finance |
Global Head of Finance since July 2023. She has held several relevant positions within the BBVA Group such as Global Head of Corporate & Investment Banking (C&IB) from 2018 to 2023, Global Head of Investment & Cost Management (between 2017 and December 2018), Head of Investors & Shareholders Relations (between 2014 and 2017), Head of Transformation & Operations at BBVA Spain and Portugal (between 2012 and 2014), and Global Head of Asset Management (between 2008 and 2012), among others. |
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| Joaquín Manuel Gortari Díez |
Global Head of Internal Audit |
Global Head of Internal Audit since December 2018. He has held several relevant positions within the BBVA Group, such as Chief of Staff to the Chairman (from 2010 to 2018), CFO in the Area of Technology and Operations (from 2008 to 2010), CFO of BBVA in the USA (from 2004 to 2008) and Deputy CFO of BBVA Group (from 2003 to 2004). |
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| Ricardo Martín Manjón |
Global Head of Data |
Global Head of Data since April 2019. Director of BBVA Data & Analytics (currently, BBVA AI Factory, S.L.) and Director of Colegio Universitario de Estudios Financieros, S.L. Previously he was Global Head of Data Strategy & Data Science Innovation from 2017 to 2019, Head of Digital Transformation at BBVA Spain between 2013 and 2016, Marketing Director at BBVA Spain from 2011 to 2013. In addition, he held the position of Global Head of Digital Banking at Nordea between 2016 and 2017. |
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| Eduardo Osuna Osuna |
Mexico Country Manager |
Mexico Country Manager since May 2015 and General Manager and Deputy Chair of BBVA México. Previously he was Head of Government and Corporate Banking of BBVA México from 2013 to 2015 and Head of Commercial Banking of BBVA México from 2010 to 2012, as well as Head of Hipotecaria Nacional between 2005 and 2010. |
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| David Puente Vicente |
Global Head of Client Solutions |
Global Head of Client Solutions since April 2019. Director of BBVA Data & Analytics (currently, BBVA AI Factory, S.L.) from 2017 until 2019. He was Head of Data from 2017 to 2019, Head of Business Development & Digital Transformation for Spain and Portugal from 2012 to 2016. Previously, he held other posts at BBVA such as Head of CEO’s Office from 2009 to 2012, Head of Planning and Development of Retail Banking from 2006 to 2009 and Head of New Business Models from 2004 to 2006. |
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| Francisco Javier Rodríguez Soler |
Global Head of Sustainability and Corporate & Investment Banking |
Global Head of Sustainability since July 2021 and of the Corporate & Investment Banking function since July 2023. Previously he was BBVA’s Country Manager in the United States from 2018 to 2021, Global Head of Strategy & M&A from 2015 to 2018 and Head of M&A and Corporate Development of BBVA from 2010 to 2015. |
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| Jaime Sáenz de Tejada Pulido |
Head of Global Risk Management |
Head of Global Risk Management since July 2021 and Director of Garanti BBVA. Previously he was Global Head of Finance from May 2015 to 2021; Head of Strategy and Finance from 2014 to 2015 and Head of Spain and Portugal from 2012 to 2014; Business Development Manager of Spain and Portugal at BBVA from 2011 to 2012; and Regional Center Manager from 2008 to 2011. |
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| Jorge Sáenz-Azcúnaga Carranza |
Head of Country Monitoring |
Head of Country Monitoring since July 2016. Director of BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, of Grupo Financiero BBVA México, S.A. de C.V. and Vice President of Garanti BBVA. He has held various senior posts at BBVA such as Country Networks - Head of Business Monitoring Spain, USA and Turkey from 2015 to 2016, Head of Strategy and Planning, Spain & Portugal from 2008 to 2013 and Head of Strategy, Whole Banking and Asset Management from 2006 to 2008. |
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(*) Where no date is provided, positions are currently held.
B. Compensation
The provisions of BBVA’s Bylaws that relate to compensation of directors are in accordance with the relevant provisions of Spanish law. Furthermore, BBVA has a remuneration policy for BBVA directors, which is aligned with the specific regulations applicable to credit institutions and best market practices.
Directors’ Remuneration Policy
The directors’ remuneration policy for 2023 was approved by the general shareholders’ meeting held on March 17, 2023, by a majority of 95.03% (the “Directors’ Remuneration Policy”). This policy is available on our website (www.bbva.com).
BBVA has defined its Directors’ Remuneration Policy on the basis of the general principles of the BBVA Group’s General Remuneration Policy, taking into consideration compliance with legal requirements applicable to credit institutions and those applicable in the different sectors in which it operates, as well as alignment with best market practices, while including items devised to reduce exposure to excessive risks and to adjust remuneration to the targets, values and long-term interests of the Group.
On the basis of the principles of the BBVA Group’s General Remuneration Policy, and pursuant to the statutory requirements established by applicable regulations, BBVA has devised a specific incentive system for staff whose professional activities have a significant impact on the risk profile (the “Identified Staff”), which includes BBVA executive directors and BBVA Senior Management, that is aligned with the regulations and recommendations applicable to the remuneration schemes for this staff. The result is a remuneration scheme for the Identified Staff based, inter alia, on the following basic characteristics, with the particularities set forth below for BBVA executive directors and BBVA Senior Management:
•Adequate balance between the fixed and variable elements of total remuneration, in line with applicable regulations, designed to provide flexibility with regard to payment and amounts of the variable components, allowing for such components to be reduced, in part or in full, where appropriate. The proportion between the two elements is established in accordance with the type of functions carried out by each beneficiary.
•The variable remuneration shall be aligned with effective risk management and linked to the level of achievement of financial and non-financial targets previously established and defined at the Group, area and individual levels, that take into account present and future risks assumed and the Group’s long-term interests.
•The variable remuneration for each year will not accrue, or will accrue in a reduced amount, should a certain level of profit and capital ratio not be achieved, thus being subject to ex ante adjustments.
•The annual variable remuneration, as from 2023, shall comprise two components: a short-term incentive and a long-term incentive.
•The short-term incentive shall be calculated on the basis of: (i) annual indicators (financial and non-financial); (ii) scales of achievement, as per the weightings allocated to each indicator; and (iii) a target short-term incentive, representing the amount of the short-term incentive if 100% of the pre-established targets are met. The resulting amount shall constitute the short-term incentive of each beneficiary.
•The long-term incentive shall initially be awarded should the previously referred level of profit and capital ratio be achieved. However, its final amount, which may range between 0% and 150% of the target long-term incentive (representing the amount of the long-term incentive if 100% of the pre-established targets are met), shall be calculated once the last financial year of the measurement period of the long-term indicators approved for its calculation has ended. The calculation of the long-term incentive shall be done on the basis of: (i) long-term indicators (financial and non-financial) with a four-year measurement period; (ii) scales of achievement, as per the weightings allocated to each indicator; and (iii) a target long-term incentive. The resulting amount shall constitute the long-term incentive of each beneficiary.
•The sum of the amounts of the short-term incentive and the long-term incentive will constitute the annual variable remuneration of each beneficiary for a given financial year.
•The annual variable remuneration shall be subject to specific rules regarding its vesting and payment, including the following:
◦Once the annual variable remuneration has been awarded, a percentage not exceeding 60% of the annual variable remuneration for members of the Identified Staff and 40% of the annual variable remuneration for executive directors, Senior Management and those members of the Identified Staff with particularly high variable remuneration shall vest and be paid, if conditions are met, as a general rule, in the first quarter of the financial year following that to which it corresponds (the upfront portion).
◦At least 40% of the annual variable remuneration for members of the Identified Staff and 60% of the annual variable remuneration for executive directors, Senior Management and those members of the Identified Staff with particularly high variable remuneration amounts shall be deferred over a period of four years, in the case of members of the Identified Staff, and of five years, in the case of executive directors and Senior Management (the deferred portion). The deferred portion shall be paid, if conditions are met, after each of the years of deferral has elapsed. In no event shall the deferred portion be paid faster than in a proportionate way.
◦Within this deferral period, payment of the long-term incentive shall only begin after the measurement period of the long-term indicators has ended, to the result of which its final amount is subject. Therefore, the long-term incentive shall be part of the deferred portion of the annual variable remuneration.
◦Both the upfront portion and the deferred portion of the annual variable remuneration for each member of the Identified Staff shall be paid 50% in cash and 50% in BBVA shares or in instruments linked to BBVA shares. For executive directors, the upfront portion shall be paid 50% in cash and 50% in BBVA shares. The deferred portion for executive directors and members of Senior Management shall be paid 40% in cash and 60% in BBVA shares or in instruments linked to BBVA shares.
◦In particular, a portion of the deferred annual variable remuneration may be awarded in the form of options on BBVA shares.
◦Shares or instruments vested as annual variable remuneration shall be withheld for a one-year lock-up period after delivery, except for the transfer of those shares or instruments that may be required to honor the payment of taxes.
◦Additionally, in the case of executive directors, following the award of BBVA shares or instruments linked to BBVA shares derived from the settlement of the variable remuneration, they shall not transfer their ownership until a period of at least three years has elapsed, except if the relevant executive director has, at the time of the transfer, a net economic exposure to the variation in the price of the shares for a market value equivalent to an amount of at least twice his annual fixed remuneration through the ownership of shares, options or other financial instruments. The foregoing shall not apply to the shares that the executive director needs to sell to meet the costs related to their acquisition or, subject to the approval by the Remuneration Committee, in the event of extraordinary situations that require it.
◦The deferred portion of the annual variable remuneration that becomes payable each year will not vest or may be reduced, should certain capital and liquidity thresholds not be met, thus being subject to ex post risk adjustments.
◦Resulting cash portions of the deferred annual variable remuneration to be vested, shall be updated according to the criteria established by the Board of Directors.
◦No personal hedging strategies or insurance may be employed by Identified Staff members in connection with their remuneration and responsibility that may undermine their incentives to align with sound risk management.
◦The variable element of remuneration for a year shall be limited to a maximum amount of 100% of the fixed element of total remuneration, unless the general shareholders’ meeting resolves to increase this percentage up to a maximum of 200%. In this regard, the general shareholders’ meeting held on March 17, 2023 resolved to increase this limit to a maximum level of 200% of the fixed component of the total remuneration for a given number of the Identified Staff members, on the terms indicated in the report issued for this purpose by the Board of Directors dated February 9, 2023.
◦The entire annual variable remuneration shall be subject to “malus” and “clawback” arrangements during the whole deferral and lock-up period, as follows:
1.Up to 100% of the annual variable remuneration of members of the Identified Staff, including executive directors and Senior Management, corresponding to each year shall be subject to “malus” and “clawback” arrangements, both linked to a downturn in financial performance of the Bank as a whole, or of a specific unit or area, or of exposures generated by such member of the Identified Staff, when such downturn in financial performance arises from any of the following circumstances:
(a)misconduct, fraud or serious infringement of the Code of Conduct and other applicable internal rules by such member of the Identified Staff;
(b)regulatory sanctions or judicial convictions due to events that could be attributed to such member of the Identified Staff;
(c)significant failure of risk management committed by the Bank or by a business or risk control unit, to which the willful misconduct or gross negligence of such member of the Identified Staff contributed; or
(d)restatement of the Bank’s financial statements, except where such restatement is due to a change in applicable accounting legislation.
For these purposes, the Bank will compare the performance assessment carried out for the relevant member of the Identified Staff with the ex post performance of one or more of the criteria that contributed to the achievement of the targets.
Both “malus” and “clawback” arrangements will apply to both the cash portion and the portion in shares or instruments linked to shares of the annual variable remuneration of the year in which the event giving rise to application of the “malus” and/or “clawback” arrangements occurred, and they may be applied during the entire deferral and lock-up period applicable to the shares or instruments corresponding to said annual variable remuneration.
2.Notwithstanding the foregoing, in the event that the above circumstances give rise to a dismissal or termination of contract of the member of the Identified Staff due to a serious and guilty breach of duties, “malus” arrangements may apply to the entire deferred annual variable remuneration from previous years pending payment at the date of the dismissal or termination decision, in light of the extent of the damage caused.
3.Moreover, “malus” and “clawback” arrangements shall also be applicable in the event the above circumstances, regardless of their financial impact, lead to a material reputational damage for the Bank. These arrangements shall be applicable to the annual variable remuneration, including to the deferred amounts of previous financial years, the payment of which corresponds to or has taken place in the financial year in which the damage is revealed.
In any case, the annual variable remuneration will only vest or be paid if it is sustainable according to the situation of the BBVA Group as a whole, and justified based on the results of the Bank, the relevant business unit and the Identified Staff member concerned.
In addition, the “malus” and “clawback” arrangements shall also be applicable to the variable remuneration received by executive directors or members of Senior Management, where the recoupment of such remuneration is required under the BBVA remuneration recoupment policy approved by the Board of Directors on November 29, 2023 which is filed as Exhibit 97 to this report.
As regards non-executive directors, their remuneration system, in accordance with the Bank’s Bylaws and Directors’ Remuneration Policy, is based on the criteria of responsibility, dedication and incompatibilities inherent to their role, and consists entirely of fixed remuneration.
Remuneration of non-executive directors
The remuneration of the non-executive members of the Board of Directors corresponding to 2023 and 2022 is indicated below, individually and itemized for each non-executive director.
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Remuneration of non-executive directors (thousands of euros) (1) |
|
Board of Directors |
Executive Committee |
Audit Committee |
Risk and Compliance Committee |
Remuneration Committee |
Appointments and Corporate Governance Committee |
Technology and Cybersecurity Committee |
Other Functions (2) |
Total |
| 2023 |
2022 |
| José Miguel Andrés Torrecillas |
129 |
167 |
132 |
─ |
─ |
115 |
─ |
50 |
593 |
527 |
| Jaime Caruana Lacorte |
129 |
167 |
99 |
107 |
─ |
─ |
─ |
─ |
502 |
567 |
Sonia Dulá (3) |
107 |
─ |
44 |
71 |
─ |
─ |
─ |
─ |
223 |
─ |
| Raúl Galamba de Oliveira |
129 |
─ |
─ |
178 |
─ |
31 |
43 |
80 |
461 |
332 |
| Belén Garijo López |
129 |
111 |
22 |
─ |
107 |
46 |
─ |
─ |
416 |
349 |
Connie Hedegaard Koksbang |
129 |
─ |
44 |
─ |
─ |
─ |
─ |
─ |
173 |
107 |
| Lourdes Máiz Carro |
129 |
─ |
66 |
─ |
43 |
─ |
─ |
─ |
238 |
238 |
| José Maldonado Ramos |
129 |
167 |
─ |
─ |
─ |
46 |
─ |
─ |
342 |
342 |
| Ana Peralta Moreno |
129 |
─ |
66 |
─ |
43 |
─ |
─ |
─ |
238 |
238 |
| Juan Pi Llorens |
129 |
─ |
─ |
143 |
─ |
46 |
43 |
─ |
361 |
458 |
| Ana Revenga Shanklin |
129 |
─ |
─ |
107 |
29 |
─ |
43 |
─ |
307 |
264 |
Susana Rodríguez Vidarte (4) |
32 |
42 |
─ |
27 |
─ |
12 |
─ |
─ |
112 |
449 |
Carlos Salazar Lomelín (5) |
129 |
─ |
─ |
─ |
43 |
─ |
─ |
─ |
172 |
172 |
| Jan Verplancke |
129 |
─ |
─ |
─ |
43 |
─ |
43 |
─ |
214 |
214 |
Total |
1,684 |
653 |
475 |
633 |
307 |
297 |
171 |
130 |
4,350 |
4,257 |
(1)Includes amounts corresponding to positions on the Board and its various Committees, the composition of which was modified on April 26, 2023, with effect from May 1, 2023.
(2)Amounts corresponding to the positions of Deputy Chair of the Board of Directors and Lead Director.
(3)Director appointed by the general shareholders’ meeting held on March 17, 2023. Remuneration in 2023 corresponding to the term in office in such financial year.
(4)Director who left office on March 17, 2023. Remuneration in 2023 corresponding to the term in office in such financial year.
(5)In addition, in financial years 2023 and 2022, the director Carlos Salazar Lomelín received €67 thousand and €90 thousand, respectively, as per diems for his membership in the management body of BBVA México, S.A. de C.V. and Grupo Financiero BBVA México, S.A. de C.V. and the BBVA México strategy forum.
Likewise, during the 2023 and 2022 financial years, €123 thousand and €110 thousand were paid out, respectively, in healthcare and casualty insurance premiums for non-executive directors.
Remuneration system with deferred delivery of shares for non-executive directors
BBVA has a fixed remuneration system with deferred delivery of shares for its non-executive directors, which was approved by the general shareholders’ meeting held on March 18, 2006 and extended by resolutions of the general shareholders’ meetings held on March 11, 2011 and on March 11, 2016 for a further five-year period in each case, by the general shareholders’ meeting held on April 20, 2021 for a further three-year period and by the general shareholders' meeting held on March 17, 2023 for a further four-year period.
This system is based on the annual allocation to non-executive directors of a number of theoretical shares equivalent to 20% of the total annual fixed allowance in cash received by each director in the previous year, calculated according to the average closing prices of the BBVA share during the sixty trading sessions prior to the annual general shareholders’ meeting approving the corresponding financial statements for each financial year.
The BBVA shares, in a number equivalent to the theoretical shares accumulated by each non-executive director, will be delivered to each beneficiary, where applicable, after they leave directorship for any reason other than serious breach of their duties.
The theoretical shares allocated to non-executive directors who were beneficiaries of the remuneration system with deferred delivery of shares in the 2023 and 2022 financial years, corresponding to 20% of the total annual fixed allowance in cash received by each of them in the 2022 and 2021 financial years, respectively, were as follows:
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2023 |
2022 |
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Theoretical shares allocated (1) |
Theoretical shares accumulated as at December 31 |
Theoretical shares allocated (1) |
Theoretical shares accumulated as at December 31 |
| José Miguel Andrés Torrecillas |
16,023 |
134,048 |
19,253 |
118,025 |
| Jaime Caruana Lacorte |
17,255 |
94,960 |
20,733 |
77,705 |
Sonia Dulá (2) |
0 |
0 |
0 |
0 |
| Raúl Galamba de Oliveira |
10,091 |
29,768 |
10,177 |
19,677 |
| Belén Garijo López |
10,603 |
101,192 |
12,741 |
90,589 |
Connie Hedegaard Koksbang (3) |
3,263 |
3,263 |
0 |
0 |
| Lourdes Máiz Carro |
7,237 |
71,593 |
8,696 |
64,356 |
| José Maldonado Ramos |
10,397 |
146,874 |
12,493 |
136,477 |
| Ana Peralta Moreno |
7,237 |
42,329 |
8,696 |
35,092 |
| Juan Pi Llorens |
13,943 |
148,542 |
18,703 |
134,599 |
| Ana Revenga Shanklin |
8,035 |
24,214 |
8,611 |
16,179 |
Susana Rodríguez Vidarte (4) |
13,648 |
0 |
16,400 |
177,775 |
| Carlos Salazar Lomelín |
5,218 |
17,130 |
6,270 |
11,912 |
| Jan Verplancke |
6,521 |
35,772 |
7,835 |
29,251 |
Total |
129,471 |
849,685 |
150,608 |
911,637 |
(1)The number of theoretical shares was calculated according to the average closing price of the BBVA share during the 60 trading sessions prior to the general shareholders’ meetings of March 17, 2023 and March 18, 2022, which were €6.58 and €5.47 per share, respectively.
(2)Director appointed by the general shareholders’ meeting held on March 17, 2023; accordingly, the allocation of theoretical shares is not due until 2024.
(3)Director appointed by the general shareholders' meeting held on March 18, 2022; accordingly, the first allocation of theoretical shares was made in 2023.
(4)Director who left office on March 17, 2023. In application of the system, she received a total of 191,423 BBVA shares after leaving office, which is equivalent to the total of theoretical shares accumulated up to that date.
Remuneration of executive directors
During the 2023 and 2022 financial years, the executive directors received the amount of the annual fixed remuneration corresponding to such financial years, established for each director in the directors’ remuneration policies approved by the general shareholders’ meetings held on March 17, 2023 and April 20, 2021, respectively.
In addition, in the 2023 and 2022 financial years, the executive directors accrued the annual variable remuneration corresponding to each such year, which was awarded once the financial year had ended, in accordance with the provisions of the directors’ remuneration policies approved by the general shareholders’ meetings held on March 17, 2023 and April 20, 2021, respectively.
In 2023 executive directors accrued a short-term incentive of €2,871 thousand in the case of Chair and €2,147 thousand in the case of Chief Executive Officer. In addition, the executive directors were awarded the right to a long-term incentive for a maximum theoretical amount of €1,929 thousand in the case of Chair and €1,443 thousand in the case of Chief Executive Officer, which is equivalent, in both cases, to 150% of their target long-term incentive. However, its final amount, which may range between 0% and 150% of the target long-term incentive, shall be calculated once the last financial year of the measurement period of the long-term indicators approved for its calculation has ended. If 100% of the pre-established objectives are achieved, the long-term incentive will amount to €1,286 thousand in the case of Chair and €962 thousand in the case of Chief Executive Officer. The sum of the short-term incentive and the long-term incentive initially awarded constitutes the annual variable remuneration of each executive director for 2023.
The upfront portion of the annual variable remuneration for 2023 and 2022 financial years vested and became payable following its award in 2024 and 2023, respectively, while the rest of it was deferred for a period of five years. All of it, in accordance with the deferral, vesting and payment rules and other conditions applicable to annual variable remuneration as set out in the directors’ remuneration policies previously referred to.
Moreover, in accordance with the applicable remuneration policies for previous financial years, once the 2023 and 2022 financial years had ended, the corresponding portions of deferred annual variable remuneration from previous years vested and became payable to executive directors.
The remuneration of executive directors corresponding to the 2023 and 2022 financial years is indicated below, individually and itemized:
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| Annual Fixed Remuneration (thousands of euros) |
2023 |
2022 |
| Chair |
2,924 |
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2,924 |
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| Chief Executive Officer |
2,179 |
|
2,179 |
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| Total |
5,103 |
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5,103 |
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| Annual Variable Remuneration |
2023 (1) |
2022 (2) |
|
In cash
(thousands of euros) |
In shares |
In cash
(thousands of euros) |
In shares |
| Chair |
897 |
|
107,835 |
|
926 |
|
158,169 |
|
| Chief Executive Officer |
671 |
|
80,650 |
|
712 |
|
121,646 |
|
| Total |
1,568 |
|
188,485 |
|
1,639 |
|
279,815 |
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(1)Initial portion of the annual variable remuneration, which represents the first payment of the short-term incentive for financial year 2023 and will be paid during the first quarter of financial year 2024, in equal parts in cash and BBVA shares (the initial portion). The remaining amount of the annual variable remuneration for financial year 2023 (which includes the long-term incentive for financial year 2023) will be deferred (40% in cash and 60% in shares and share-linked instruments) over a five-year period (the deferred portion).
The amount of the deferred portion will depend on the result of the long-term indicators that will be used to calculate the long-term incentive for financial year 2023. Likewise, and as an ex-post risk adjustment mechanism, the deferred portion may be reduced if certain capital and liquidity thresholds are not reached. The foregoing, in order to ensure that payment only occurs if it is sustainable, taking into account the Bank's payment capacity.
As part of the deferred portion to be paid in shares or share-linked instruments, 189,609 and 141,809 BBVA stock options shall be delivered to the Chair and the Chief Executive Officer, respectively, provided that the relevant conditions are met, once the second year of deferral has elapsed. The stock options may be exercised only on their expiration date, which shall be February 15, 2028, that is four years after the effective date of the award and two years after vesting, provided that the closing price of the BBVA share on the expiration date is above the exercise price. The exercise price has been set at €8.319 which is equal to the average closing price of the BBVA share between December 15, 2023 and January 15, 2024, both inclusive. The underlying asset of each stock option is one BBVA share. The stock options shall be settled by differences, meaning that the amount to be paid to each beneficiary as a result of their exercise shall be the difference between the market value of the BBVA share corresponding to the exercise date and the exercise price. This amount shall be paid to executive directors in BBVA shares.
In addition, the remaining rules applicable to the annual variable remuneration of the executive directors established in the BBVA Directors’ Remuneration Policy approved by the general shareholders' meeting on March 17, 2023 shall apply to the annual variable remuneration for financial year 2023, which include: (i) a withholding period of one year after delivery of the BBVA shares or instruments linked to BBVA shares received; (ii) the prohibition of hedging strategies or insurance that may undermine the effects of alignment with prudent risk management; (iii) update of the deferred portion in cash that finally vests in accordance with the consumer price index; (iv) malus and clawback arrangements during the whole periods of deferral and withholding of shares or instruments; and (v) the limitation of variable remuneration up to a maximum amount of 200% of the fixed component of the total remuneration, as resolved by the general shareholders' meeting held in 2023.
(2)Initial portion of the annual variable remuneration for the 2022 financial year paid in 2023 (40%). Annual variable remuneration for financial year 2022 is subject to the rules on deferral, vesting and payment and to the remaining conditions established in the directors remuneration policy approved by the Annual General Meeting held on April 20, 2021.
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| Deferred Annual Variable Remuneration Corresponding to Previous Financial Years |
2023 (1) |
2022 (2) |
|
Deferred Annual Variable Remuneration |
In cash (thousands of euros) |
In shares |
In cash (thousands of euros) |
In shares |
| Chair |
2022 |
229 |
56,941 |
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— |
— |
| 2021 |
222 |
|
57,325 |
|
215 |
57,325 |
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| 2020 |
0 |
0 |
— |
— |
| 2019 |
176 |
45,529 |
|
513 |
136,587 |
|
| 2018 |
132 |
35,795 |
|
128 |
35,795 |
|
| 2017 |
— |
— |
154 |
27,898 |
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| Subtotal |
|
760 |
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195,590 |
|
1,011 |
|
257,605 |
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| Chief Executive Officer |
2022 |
176 |
43,793 |
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— |
— |
| 2021 |
169 |
43,552 |
|
164 |
43,552 |
|
| 2020 |
0 |
0 |
— |
— |
| 2019 |
158 |
40,858 |
|
460 |
122,572 |
|
| 2018 |
— |
— |
— |
— |
| 2017 |
— |
— |
— |
— |
| Subtotal |
|
503 |
128,203 |
|
624 |
166,124 |
|
| Total |
|
1,263 |
|
323,793 |
|
1,635 |
|
423,729 |
|
(1)Deferred remuneration to be paid after 2023 year-end. Payment thereof to the Chair and to the Chief Executive Officer will be made in 2024 in accordance with the vesting and payment rules established in the remuneration policies in force in each financial year:
•2022 deferred annual variable remuneration: first payment (20% of the deferred portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 80% of the 2022 deferred annual variable remuneration will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025, 2026, 2027 and 2028.
•2021 deferred annual variable remuneration: second payment (20% of the deferred portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 60% of the 2021 deferred annual variable remuneration will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025, 2026, and 2027.
•2020 deferred annual variable remuneration: given the exceptional circumstances arising from the COVID-19 crisis, executive directors voluntarily waived the accrual of the whole of their annual variable remuneration for 2020 financial year.
•2019 deferred annual variable remuneration: second payment (20% of the deferred portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 20% of the 2019 deferred annual variable remuneration will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025.
•2018 deferred annual variable remuneration: third and final payment (20% of the deferred portion) becomes payable to the Chair, including the update of its cash portion. With such payment, the payment to the Chair of the 2018 deferred annual variable remuneration will be completed. This remuneration is associated with his former position as Chief Executive Officer.
(2)Deferred remuneration to be paid after 2022 year-end. Payment thereof to the Chair and Chief Executive Officer was made in 2023 in accordance with the vesting and payment rules established in the remuneration policies applicable in each financial year:
•2021 deferred annual variable remuneration: in 2023, the first payment (20% of the deferred portion) to the executive directors was made, including the update of its cash portion.
•2019 deferred annual variable remuneration: in 2023, the first payment (60% of the deferred portion) to the executive directors was made, including the update of its cash portion.
•2018 deferred annual variable remuneration: in 2023, the second payment (20% of the deferred portion) to the Chair was made, including the update of its cash portion. This remuneration is associated with his former position as Chief Executive Officer.
•2017 deferred annual variable remuneration: in 2023, the third and final payment (20% of the deferred portion) to the Chair was made, including the update of its cash portion. After this, the payment to the Chair of the 2017 deferred annual variable remuneration was completed. This remuneration was associated with his former position as Chief Executive Officer.
In addition, in accordance with the applicable directors’ remuneration policies, during the 2023 and 2022 financial years, the Chief Executive Officer received the corresponding amount of fixed remuneration in cash in lieu of pension (see “—Pension commitments with executive directors”), and for his mobility allowance. The Bank paid the Chief Executive Officer €654 thousand and €600 thousand, respectively, each year.
In addition, the executive directors received remuneration in kind during the 2023 and 2022 financial years, including insurance premiums and others, €213 thousand and €283 thousand in the case of the Chair and €131 thousand and €155 thousand in the case of the Chief Executive Officer, respectively.
Pension commitments with executive directors
The Bank does not have pension commitments with non-executive directors.
With regard to the executive directors, the Directors’ Remuneration Policy establishes a pension framework whereby, in the case of the Chair, he is eligible, provided that he does not leave his position as a result of a serious breach of duties, to receive a retirement pension, paid as a lump sum or in installments, when he reaches the legally established retirement age. The amount of this pension will be determined by the annual contributions made by the Bank, together with their corresponding accumulated yields as of that date.
The agreed annual contribution to cover the retirement contingency for the Chair’s defined-contribution system, as established in the Directors’ Remuneration Policy, amounts to €439 thousand. The Board of Directors may update this amount during the term of the Directors’ Remuneration Policy, in the same way and under the same terms as it may update the annual fixed remuneration.
15% of the aforementioned agreed annual contribution will be based on variable components and considered “discretionary pension benefits”, and will, therefore, be subject to the conditions regarding delivery in shares, retention and clawback established in the applicable regulations, as well as any other conditions concerning variable remuneration that may be applicable in accordance with the Directors’ Remuneration Policy.
In the event the Chair’s contract terminates before reaching retirement age for reasons other than serious breach of duties, the retirement pension due to the Chair upon reaching the legally established retirement age will be calculated based on the funds accumulated through the contributions made by the Bank under the terms set out, up to that date, plus the corresponding accumulated yield, with no additional contributions to be made by the Bank as of the time of termination.
With respect to the commitments in favor of the Chair to cover the contingencies for death and disability, the Bank will undertake the payment of the corresponding annual insurance premiums in order to top up the coverage of these contingencies.
In line with the above, during the 2023 financial year, the following amounts were recorded to meet the pension commitments for the Chair: €458 thousand with regard to the retirement contingency, which corresponds to the annual contribution agreed to cover the retirement contingency, which is €439 thousand, increased in an amount of €19 thousand corresponding to the upward adjustment of the “discretionary pension benefits” for the 2022 financial year, which were declared at the end of said financial year and had to be registered in the accumulated fund in 2023. Likewise, an amount of €322 thousand has been recorded for the payment of premiums for death and disability contingencies.
As of December 31, 2023, the total accumulated amount of the fund to meet the retirement commitments for the Chair amounted to €24,759 thousand.
With regard to the agreed annual contribution to the retirement contingency corresponding to the 2023 financial year, 15% (€66 thousand) was registered in that financial year as “discretionary pension benefits”. Following the end of the financial year, this amount was adjusted by applying the same criteria used to determine the Chair’s short-term incentive for the 2023 financial year and was determined to amount to €83 thousand, which represents an upward adjustment of €17 thousand. This upward adjustment to the “discretionary pension benefits” will be included in the accumulated fund in the 2024 financial year and will be subject to the conditions established for them in the Directors’ Remuneration Policy.
With regard to the Chief Executive Officer, in accordance with the provisions of the current Directors’ Remuneration Policy and his contract, the Bank is not required to make any contributions to a retirement pension, although he is entitled to an annual cash sum instead of a retirement pension equal to 30% of his annual fixed remuneration. However, the Bank has pension commitments to cover the death and disability contingencies, for which purpose the corresponding annual insurance premiums are paid.
In accordance with the above, in the 2023 financial year the Bank paid the Chief Executive Officer the amount of fixed remuneration as cash in lieu of pension set out under “—Remuneration of executive directors”. Furthermore, €230 thousand was recorded for the payment of the annual insurance premiums to cover the death and disability contingencies.
In accordance with the above, amounts recorded to meet the pension commitments for the executive directors during 2023 and 2022 are indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension systems (thousands of euros) |
Contributions (1) |
Accumulated funds |
|
Retirement |
Death and disability |
|
|
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
| Chair |
458 |
451 |
322 |
473 |
24,759 |
22,771 |
| Chief Executive Officer |
— |
— |
230 |
285 |
— |
— |
| Total |
458 |
451 |
552 |
758 |
24,759 |
22,771 |
(1)Contributions recognized to meet pension commitments for the executive directors in the financial years 2023 and 2022. In the case of the Chair, these correspond to the sum of the annual retirement pension contribution and the adjustment made to the “discretionary pension benefits” for the financial years 2022 and 2021, and the death and disability premiums. In the case of the Chief Executive Officer, the contributions recognized correspond exclusively to the insurance premiums paid by the Bank in 2023 and 2022 to cover the contingencies of death and disability, given that, in his case, the Bank has not undertaken any commitments to cover the retirement contingency.
Extinction of contractual relationship
In accordance with the Directors’ Remuneration Policy, the Bank has no commitments to pay severance benefits to any executive directors.
Remuneration of Senior Management
During the 2023 and 2022 financial years, the members of Senior Management, excluding executive directors, (15 members and 16 members with such status as of December 31 of each financial year, respectively) received the amounts of their fixed remuneration corresponding to such financial years.
In addition, in the 2023 and 2022 financial years, the members of Senior Management accrued the annual variable remuneration corresponding to each such year, which was awarded once the financial year had ended in accordance with the remuneration policies approved by the Board of Directors on March 29, 2023 and June 30, 2021, respectively.
In 2023 members of Senior Management with such status as of December 31, 2023, accrued a short-term incentive for an aggregate amount of €7,122 thousand. Likewise, members of Senior Management were awarded the right to a long-term incentive for an aggregate maximum theoretical amount of €4,711 thousand, which is equivalent to the sum of 150% of each beneficiary's target long-term incentive. However, its final amount, which may range between 0% and 150% of the target long-term incentive, shall be calculated once the last financial year of the measurement period of the long-term indicators approved for its calculation has ended. If 100% of the pre-established objectives are achieved, the long-term incentive will amount to an aggregate amount of €3,141 thousand. The sum of the short-term incentive and the long-term incentive initially awarded constitutes the annual variable remuneration of Senior Management for 2023.
The upfront portion of the annual variable remuneration for financial years 2023 and 2022 vested and became payable following its award in 2024 and 2023, respectively, while the rest of it was deferred for a period of five years. All of it, in accordance with the deferral, vesting and payment rules and other conditions applicable to annual variable remuneration as set out in the BBVA Group’s General Remuneration Policy applicable in each financial year.
Moreover, in accordance with the applicable remuneration policies for previous financial years, once the 2023 and 2022 financial years had ended, the corresponding portions of deferred annual variable remuneration from previous years vested and became payable to members of Senior Management.
The aggregate remuneration corresponding to the 2023 and 2022 financial years to members of the Senior Management, who held that position as of December 31, 2023 (15 members) and as of December 31, 2022 (16 members), excluding executive directors, is indicated and itemized below:
|
|
|
|
|
|
|
|
|
Fixed Remuneration (thousands of euros) |
2023 |
2022 |
Total Senior Management (1) |
18,187 |
|
18,149 |
|
(1)15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Annual Variable Remuneration |
2023 (1) |
2022 (2) |
|
In cash
(thousands of euros) |
In shares |
In cash
(thousands of euros) |
In shares |
Total Senior Management (3) |
2,226 |
|
267,550 |
|
2,158 |
|
365,746 |
|
(1)Initial portion of the annual variable remuneration, which represents the first payment of the short-term incentive for financial year 2023 and will be paid during the first quarter of financial year 2024, in equal parts in cash and BBVA shares (the initial portion). The remaining amount of the annual variable remuneration for financial year 2023 (which includes the long-term incentive for financial year 2023) will be deferred (40% in cash and 60% in shares or share-linked instruments) over a five-year period (the deferred portion).
The amount of the deferred portion will depend on the result of the long-term indicators that will be used to calculate the long-term incentive for financial year 2023. Likewise, and as an ex-post risk adjustment mechanism, the deferred portion may be reduced if certain capital and liquidity thresholds are not reached. The foregoing, in order to ensure that payment only occurs if it is sustainable, taking into account the Bank's payment capacity.
As part of the deferred portion to be paid in shares or share-linked instruments, an aggregate number of 448,192 BBVA stock options shall be delivered to the members of Senior Management, provided that the relevant conditions are met, once the second year of deferral has elapsed. The stock options may be exercised only on their expiration date, which shall be February 15, 2028, that is four years after the effective date of the award and two years after vesting, provided that the closing price of the BBVA share on the expiration date is above the exercise price. The exercise price has been set at €8.319 which is equal to the average closing price of the BBVA share between December 15, 2023 and January 15, 2024, both inclusive. The underlying asset of each stock option is one BBVA share. The stock options shall be settled by differences, meaning that the amount to be paid to each beneficiary as a result of their exercise shall be the difference between the market value of the BBVA share corresponding to the exercise date and the exercise price. This amount shall be paid in BBVA shares.
In addition, the remaining rules applicable to the annual variable remuneration of the members of the Senior Management established in the BBVA Group’s General Remuneration Policy approved by the Board of Directors on March 29, 2023 will apply to the annual variable remuneration for financial year 2023, which include: (i) a withholding period of one year after delivery of the BBVA shares or instruments linked to BBVA shares received; (ii) the prohibition of hedging strategies or insurance that may undermine the effects of alignment with prudent risk management; (iii) update of the deferred portion in cash that finally vests in accordance with the consumer price index; (iv) malus and clawback arrangements during the whole periods of deferral and withholding of shares or instruments; and (v) the limitation of variable remuneration up to a maximum amount of 200% of the fixed component of the total remuneration, as resolved by the general shareholders' meeting held in 2023.
(2)Initial portion of the annual variable remuneration for the 2022 financial year that was paid in 2023 (40%). Annual variable remuneration for financial year 2022 is subject to the rules on deferral, vesting and payment and to the remaining conditions established in the BBVA Group’s General Remuneration Policy approved by the Board of Directors of June 30, 2021.
(3)15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred Annual Variable Remuneration Corresponding to Previous Financial Years |
2023 (1) |
2022 (2) |
|
Deferred Annual Variable Remuneration |
In cash (thousands of euros) |
In shares |
In cash (thousands of euros) |
In shares |
Senior Management Total (3) |
2022 |
493 |
122,566 |
|
— |
— |
| 2021 |
456 |
116,528 |
|
477 |
124,602 |
|
| 2020 |
1,484 |
289,020 |
|
— |
— |
| 2019 |
302 |
77,447 |
|
1,364 |
|
320,172 |
|
| 2018 |
138 |
36,454 |
|
155 |
41,442 |
|
| 2017 |
— |
— |
171 |
29,267 |
|
| Total |
|
2,873 |
|
642,015 |
|
2,167 |
|
515,483 |
|
(1)Deferred remuneration to be paid after 2023 year-end. Payment thereof to members of Senior Management who are beneficiaries will take place in 2024 in accordance with the vesting and payment rules established in the remuneration policies applicable in each financial year:
•2022 deferred annual variable remuneration: first payment (20% of the deferred portion), including the update of its cash portion, becomes payable. Thereafter, 80% of the 2022 deferred annual variable remuneration will be deferred, and if the conditions are met, it will be paid in 2025, 2026, 2027 and 2028.
•2021 deferred annual variable remuneration: second payment (20% of the deferred portion), including the update of its cash portion, becomes payable. Thereafter, 60% of the 2021 deferred annual variable remuneration will be deferred, and if the conditions are met, it will be paid in 2025, 2026 and 2027.
•2020 deferred annual variable remuneration: given the exceptional circumstances arising from the COVID-19 crisis, all members of Senior Management voluntarily waived the accrual of the whole of their annual variable remuneration for 2020 financial year. Without prejudice to the above, two members of the Senior Management, executives of BBVA USA at that moment, are entitled to the payment of the deferred portion of a Success Bonus on the sale of BBVA USA. Of this deferred portion, the whole of it is payable with respect to one person and 60% of it with respect to the other, in accordance with the vesting and payment schedule applicable in each case pursuant to the remuneration policy applicable in that financial year.
•2019 deferred annual variable remuneration: second payment (20% of the deferred portion) to the members of Senior Management that are beneficiaries, including the update of its cash portion, becomes payable. Thereafter, 20% of the 2019 Deferred AVR will be deferred, which, if the conditions are met, will be paid in 2025. In addition, it includes the second payment (20%) of the Deferred Portion of a retention plan to be made to a member of Senior Management.
•2018 deferred annual variable remuneration: third and final payment (20% of the deferred portion) to the members of Senior Management that are beneficiaries, including the update of its cash portion, becomes payable. With such payment, the payment of the 2018 deferred annual variable remuneration to its beneficiaries will be completed.
(2)Deferred remuneration to be paid after 2022 year-end. Payment thereof to members of Senior Management that are beneficiaries was made in 2023, in accordance with the vesting and payment rules established in the remuneration policies in force in each financial year:
•2021 deferred annual variable remuneration: in 2023, the first payment (20% of the deferred portion) was made to the members of the Senior Management, including the update of its cash portion.
•2019 deferred annual variable remuneration: in 2023, the members of Senior Management who were beneficiaries were paid the amounts that corresponded in each case (either 60% of the deferred portion or the whole of it) in accordance with the payment schedule established in the remuneration policies applicable in 2019, including the update of its cash portion. In addition, two members of the Senior Management were paid the deferred portion of a retention plan pursuant to the vesting and payment rules established in the remuneration policy applicable to that financial year.
•2018 deferred annual variable remuneration: in 2023, the second payment (20% of the deferred portion) was made to the members of the Senior Management who were beneficiaries, including the update of its cash portion.
•2017 deferred annual variable remuneration: in 2023, the third and final payment (20% of the deferred portion) was paid to the members of the Senior Management who were beneficiaries, including the update of its cash portion. Thereafter, the payment of the 2017 deferred annual variable remuneration to its beneficiaries was completed.
(3) 15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
In addition, all of the members of Senior Management, excluding executive directors, received remuneration in kind during the 2023 and 2022 financial years, including insurance premiums and others, amounting to a total of €904 thousand and €1,093 thousand, respectively.
Pension commitments with Senior Management
In the 2023 financial year, to meet the pension commitments for members of the Senior Management (15 members as of December 31, 2023, excluding executive directors), the following aggregate amounts were recorded: an amount of €3,829 thousand for contribution to the retirement contingency (which corresponds to the annual contribution agreed to cover the retirement contingency, increased by an amount of €144 thousand corresponding to the upward adjustment of “discretionary pension benefits” for 2022 financial year which were declared at the end of that financial year and had to be registered in the accumulated fund in 2023), and an amount of €1,102 thousand for premiums to cover the death and disability contingencies.
As of December 31, 2023, the total accumulated amount of the fund to meet the retirement commitments for members of Senior Management amounted to €34,069 thousand.
As in the case of executive directors, 15% of the agreed annual contributions for members of the Senior Management to cover retirement contingencies will be based on variable components and considered “discretionary pension benefits”, and therefore subject to the conditions regarding delivery in shares, retention and clawback established in the applicable regulations, as well as any other conditions concerning variable remuneration that may be applicable in accordance with the remuneration policy applicable to members of the Senior Management.
Therefore, with regard to the agreed annual contribution for the retirement contingency registered in the 2023 financial year, an amount of €551 thousand was registered in 2023 as “discretionary pension benefits”, and following the end of the financial year, this amount was adjusted applying the same criteria used to determine the short-term incentive for 2023 financial year that is part of the annual variable remuneration for members of Senior Management.
Accordingly, the “discretionary pension benefits” for members of the Senior Management for the 2023 financial year were determined in an amount of €701 thousand, representing an upward adjustment of €150 thousand. This upward adjustment to the “discretionary pension benefits” will be included in the accumulated fund in the 2024 financial year, and will be subject to the conditions established for them in the remuneration policy applicable to members of Senior Management, in accordance with the regulations applicable to the Bank on this matter.
In accordance with the above, amounts recorded to meet the pension commitments for the members of Senior Management during 2023 and 2022 are indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension systems (thousands of euros) |
Contributions (1) |
Accumulated funds |
|
Retirement |
Death and disability |
|
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
Senior Management Total (2) |
3,829 |
3,694 |
1,102 |
1,465 |
34,069 |
29,435 |
(1)Contributions recorded to meet pension commitments for the whole of Senior Management in 2023 and 2022, which correspond to the sum of the annual retirement pension contributions and the adjustments made to the “discretionary pension benefits” for 2022 and 2021, respectively, and the insurance premiums paid by the Bank for death and disability contingencies.
(2)15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
Extinction of contractual relationship
Regarding Senior Management, excluding the executive directors, in 2022 the Bank did not make any payments arising from the termination of contractual relationships. In 2023, the Bank paid a total of €2,802 thousand derived from the termination of the contractual relationship of a member of the Senior Management which corresponds to the legal severance payment and notice payment in accordance with the provisions of this Senior Manager's contract. In this sense, the Senior Management contracts include the right to receive the corresponding legal severance payment, provided that termination of the contractual relationship is not pursuant to a willful decision, retirement, disability or serious dereliction of duties, the amount of which will be calculated in accordance with the provisions in the applicable labor regulations, as well as a clause of notice. Likewise, the contract establishes a post-contractual non-compete agreement for a one-year term from termination of the contractual relationship for any reason other than retirement, disability or serious dereliction of duties. In compensation for this non-compete agreement, the aforementioned member of Senior Management received an amount of €110 thousand during 2023.
These payments comply with the conditions set out in the regulations applicable to the group of employees with a material impact on the risk profile of BBVA and its Group, to which members of BBVA's Senior Management belong.
C. Board Practices
Committees
Our corporate governance system is based on the distribution of functions between the Board and the following specialized Board committees: the Executive Committee, Audit Committee; the Appointments and Corporate Governance Committee; the Remuneration Committee; the Risk and Compliance Committee; and the Technology and Cybersecurity Committee.
Additional information on our Board committees, including their current composition, is provided in the following sections.
Executive Committee
Our Board of Directors is assisted in fulfilling its responsibilities by the Executive Committee (Comisión Delegada Permanente) of the Board of Directors.
As of the date of this Annual Report, BBVA’s Executive Committee is comprised of two executive directors, one external director and three independent directors, who are the following:
|
|
|
|
|
|
| Position (type of directorship) |
Name |
| Chair (Executive) |
Mr. Carlos Torres Vila |
| Member (Executive) |
Mr. Onur Genç |
| Member (Independent) |
Mr. José Miguel Andrés Torrecillas |
| Member (Independent) |
Mr. Jaime Félix Caruana Lacorte |
Member (Independent) |
Mrs. Belén Garijo López |
| Member (External) |
Mr. José Maldonado Ramos |
According to the Regulations of the Executive Committee, the Executive Committee will deal with matters delegated to it by the Board of Directors and, in particular, will have the following functions, among others:
Support functions to the Board of Directors in its decision-making:
•On strategy: (i) establishment of the bases and previous analysis of the proposals submitted to the Board of Directors in relation to the Bank’s Strategic Plan or other strategic decisions, including the Risk Appetite Framework; (ii) prior analysis of the strategic and financial aspects of the proposals submitted to the Board of Directors in relation to corporate transactions corresponding to its decision-making powers, in respect of which it will submit its report to the Board, accompanied, where necessary, by reports from the other Board committees on those matters within their respective remits; (iii) adoption of decisions and execution of mandates that may be expressly delegated by the Board of Directors in these fields, once the decisions reserved to it are adopted by the Board.
•On budgets: (i) prior analysis of the proposals submitted to the Board of Directors in relation to the Bank’s budgets; (ii) adoption of the corresponding decisions for the implementation of the budget approved by the Board of Directors; (iii) analysis of deviations from the approved budget and, where appropriate, reporting such to the Board of Directors.
•On finances: (i) establishment of the bases and previous analysis of the proposals submitted to the Board of Directors relating to the Bank’s funding plan, its capital and liquidity structure, and its dividends policy; (ii) adoption of implementation decisions of mandates expressly conferred on it by the Board of Directors in these fields.
•Analysis of matters relating to business risk in the proposals and plans submitted to the Board of Directors.
•Analysis, assessment and management of matters relating to reputational risk.
Functions of prior reporting on policies submitted to the Board of Directors and approval of general Group and Company policies:
•Analyze, prior to their consideration by the Board of Directors, the general Group and Company policies that, in accordance with the law or internal regulations, must be approved by the Board of Directors, except for policies relating to issues within other Board committees’ remit, which will be approved or reported to the Board beforehand by the corresponding committee.
Monitoring and control functions:
•The Committee will perform monitoring and control functions regarding the following matters, among others: (i) the Group’s activity and results; (ii) budget monitoring; (iii) progress of the Strategic Plan, through the key performance indicators established for this purpose; (iv) monitoring of the Group’s liquidity and funding plan and capital situation, as well as of the activity of the Assets and Liabilities Committee; (v) analysis of the markets in which the Group carries out its activities; (vi) progress of the projects and investments agreed upon within its remit.
Decision-making powers over the following issues, among others:
•Investments and divestments exceeding €50 million and not reaching €400 million, unless they are of a strategic nature due to their particular characteristics, in which case the decision will correspond to the Board of Directors.
•Plans and projects that are considered of importance to the Group and that arise from its activities, when they do not fall within the remit of the Board of Directors.
•Decisions pertaining to the assumption of risks that exceed the limits set by the Board of Directors, which must be reported to the Board of Directors at its first meeting held thereafter, for ratification.
•The granting and revoking of the Bank’s powers of attorney.
•Proposals for the appointment and replacement of directors in the Bank’s subsidiaries or investee companies with more than €50 million in own funds.
•Decisions regarding whether executive directors may hold management positions in companies controlled, directly or indirectly, by the Bank, or in the Group's investee companies.
The Executive Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agendas. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. During 2023, the Executive Committee met nineteen (19) times.
Audit Committee
The Audit Committee shall perform the duties required under applicable law, Board of Directors Regulations, our Bylaws and its specific Regulations. Essentially, its mission is to assist the Board of Directors in overseeing the preparation of the financial statements and public information, and the relationship with the external auditor and the Internal Audit function.
The Board of Directors Regulations establish that the Audit Committee will be composed of a minimum of four directors to be appointed by the Board of Directors, which will also appoint its Chair, who will be replaced every four years and may be re-elected one year after ceasing to hold the position. The Audit Committee will be composed exclusively of independent directors. The Board of Directors will endeavor to ensure that the members of the Committee have the knowledge and experience appropriate to the duties they are called upon to perform. In any event, at least one member will be appointed taking into account his or her knowledge and experience in accounting, auditing or both. See “Item 16.A. Audit Committee Financial Expert”.
As of the date of this Annual Report, the Audit Committee is comprised of five independent directors, who are the following:
|
|
|
|
|
|
| Position (type of directorship) |
Name |
| Chair (Independent) |
Mr. José Miguel Andrés Torrecillas |
| Member (Independent) |
Mr. Jaime Félix Caruana Lacorte |
| Member (Independent) |
Mrs. Sonia Lilia Dulá |
Member (Independent) |
Mrs. Connie Hedegaard Koksbang |
| Member (Independent) |
Mrs. Lourdes Máiz Carro |
| Member (Independent) |
Mrs. Ana Cristina Peralta Moreno |
According to its Regulations, the Audit Committee has the following functions:
•Inform the general shareholders’ meeting on the questions raised in relation to the matters that are within the remit of the Committee and, in particular, on the result of the audit, explaining how the audit has contributed to the integrity of the financial information and the function performed by the Committee in this process.
•Oversee the process of preparing and reporting financial information and submit recommendations or proposals to the Board of Directors aimed at safeguarding the integrity thereof.
•Likewise, analyze, prior to their submission to the Board of Directors and in enough detail to guarantee their accuracy, reliability, sufficiency and clarity, the financial statements of the Bank and of its consolidated Group contained in the annual, six-monthly and quarterly reports, as well as in all other required financial and related non-financial information.
•Additionally, the Committee shall review the necessary consolidation perimeter, the correct application of accounting criteria, and all the relevant changes relating to the accounting principles used and to the presentation of the financial statements.
•Oversee the effectiveness of the Company’s internal control and risk management systems, in terms of the process of preparing and reporting financial information, including fiscal risks, and discuss with the auditor any significant weaknesses in the internal control system detected during the audit, without undermining its independence. For such purposes, and where appropriate, the Committee may submit recommendations or proposals to the Board of Directors, along with the deadline for their follow-up.
•With regard to the Internal Audit function:
a.Propose to the Board of Directors the selection, appointment, re-election and removal of the head of the Internal Audit function, based on candidates from within the executive level preselected by the Talent & Culture area.
b.Monitor the independence, effectiveness and operation of the Internal Audit function.
c.Analyze and establish objectives for the head of the Internal Audit function and assess his or her performance, submitting its proposal on both matters to the Remuneration Committee in order to ensure alignment with the remuneration model applicable to the Senior Management at any given time, submitting the corresponding proposals to the Board of Directors.
d.Ensure that the Internal Audit function has the necessary material and human resources for the effective performance of its functions, in terms of personnel, as well as material elements, systems, procedures and operation manuals.
e.Analyze and, where appropriate, approve the annual work plan for the Internal Audit function, as well as any other occasional or specific plans to be implemented as a result of regulatory changes or as required for the organization of the Group’s business.
•Receive monthly information from the head of the Internal Audit function regarding the activities carried out by the Internal Audit function, as well as regarding any incidents and obstacles that may arise, and verify that the Senior Management takes into account the conclusions and recommendations of his or her reports.
•Be apprised of the audited units’ degree of compliance with corrective measures previously recommended by Internal Audit, and report to the Board on those cases that may involve a significant risk for the Group.
•Submit to the Board of Directors proposals for the selection, appointment, re-election and replacement of the external auditor, taking responsibility for the selection process in accordance with applicable regulations, as well as the hiring conditions of the external auditor, and to periodically obtain information from the external auditor on the external audit plan and its execution, in addition to preserving its independence in the performance of its functions.
•Ensure the independence of the auditor in two senses: (i) avoiding that the auditor’s warnings, opinions or recommendations may be adversely influenced. To this end, ensuring that compensation for the auditor’s work does not compromise either its quality or independence, in compliance with the auditing legislation in force at any given moment; (ii) establishing incompatibility between the provision of audit and consulting services, unless they are tasks required by supervisors or the provision of which by the auditor is permitted by applicable legislation, and there are no alternatives on the market that are equal in terms of content, quality or efficiency to those provided by the auditor, in which case, conformity of the Committee will be required, and this decision may be delegated in advance to its Chair.
•Establish appropriate relations with the auditor in order to receive information on any matters that may jeopardize their independence and any other matters in connection with the auditing process, as well as those other communications provided for by law and in auditing standards. In any event, the Committee must receive from the external auditors, on an annual basis, a statement of their independence with regard to the Company or entities directly or indirectly associated with it, as well as detailed and individualized information on additional services of any kind provided and the corresponding fees received by the external auditor or by persons or entities associated with the external auditor, as provided for in auditing legislation.
•Where appropriate, authorize the provision of additional services other than prohibited services, by the auditor or associated persons or entities, the performance of which is required by applicable regulations in each case, under the terms provided for in auditing legislation.
•Issue, on an annual basis and before the audit report is issued, a report expressing an opinion on whether the auditor’s independence has been compromised. This report must, in all cases, contain a reasoned assessment of the provision of each and every additional service referred to in the preceding paragraph, considered individually and collectively, other than the legal audit, and relating to the framework of independence or the regulations on audit activity.
•Verify, with the appropriate frequency, that the external audit program is being carried out in accordance with the contract conditions and is thereby meeting the requirements of the competent official authorities and the corporate bodies. The Committee will also periodically – at least once per year – request from the auditor an evaluation of the quality of the internal control procedures regarding the preparation and reporting of the Group’s financial information.
•Ensure that the auditor holds an annual meeting with the full Board of Directors to inform it of the work carried out and the progress of the Company’s risks and accounting situations.
•Be apprised of any infringements, situations requiring adjustments, or anomalies that may be detected during the course of the external audit, provided that these are relevant.
•Be apprised of reports, documents or communications from external supervisory bodies related to the scope of the Committee’s functions in the terms set out above. The Committee will ensure that the instructions, requirements and recommendations received from the supervisory bodies are implemented in due time and form, in order to correct any irregularities, shortfalls or inadequacies that may be detected in the inspections performed, within the scope of their functions.
•Report on all matters within its remit as provided for in the law, the Bylaws and the Board of Directors Regulations and the specific regulations of the Committee prior to any decisions that the general shareholders’ meeting, the Board of Directors or the Executive Committee may be required to adopt regarding such matters, and in particular on: financial information that the Company is required to publish; economic conditions and accounting impact of relevant corporate transactions and structural modifications (modificaciones estructurales); the creation or acquisition of shares in special purpose vehicles or in entities domiciled in territories considered to be tax havens; and related-party transactions.
The Audit Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agendas. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. During 2023, the Audit Committee met twelve (12) times.
Executives responsible for the areas that manage matters within the Committee’s remit may be called to meetings, in particular, Accounting and Internal Audit areas and, at the request thereof, those persons within the Group who have knowledge of or responsibility for the matters covered by the agenda, when their presence at the meeting is deemed convenient. The Committee may also call any other Group employee or manager, and even arrange for them to attend without the presence of any other manager.
Notwithstanding the foregoing, it will seek to ensure that the presence of non-Committee members during these meetings, such as Bank managers and employees, be limited to those cases where it is necessary and to the items on the agenda for which they are called. In any event, the Committee will endeavor to hold private meetings with the head of Internal Audit and with the external auditor, without the attendance of other persons and at appropriate intervals.
The Committee may, through its Secretary, engage external advisory services for relevant issues when it considers that these cannot be provided by experts or technical staff within the Group on grounds of specialization or independence.
Furthermore, the Committee may solicit personal cooperation and reports from any employee or member of the Senior Management if deemed necessary in order to comply with its functions in relevant matters.
Appointments and Corporate Governance Committee
The Appointments and Corporate Governance Committee assists the Board of Directors in matters relating to the selection and appointment of members of the Board of Directors; the assessment of performance; the drafting of succession plans; the Bank’s corporate governance system; and the supervision of the conduct of directors and any conflicts of interest that may affect them.
In compliance with the Board of Directors Regulations, this Committee will be composed of a minimum of three directors who must be non-executive directors appointed by the Board of Directors, which will also appoint its Chair. The Chair and the majority of its members must be independent directors.
As of the date of this Annual Report, the Appointments and Corporate Governance Committee is composed of three independent directors, including its Chair, and of two external directors, who are the following:
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| Position (type of directorship) |
Name |
| Chair (Independent) |
Mr. José Miguel Andrés Torrecillas |
Member (Independent) |
Mr. Raúl Catarino Galamba de Oliveira |
| Member (Independent) |
Mrs. Belén Garijo López |
| Member (External) |
Mr. José Maldonado Ramos |
Member (External) |
Mr. Juan Pi Llorens |
The functions of the Appointments and Corporate Governance Committee according to its Regulations are as follows:
•Submit proposals to the Board of Directors for the appointment, re-election or removal of independent directors and report on proposals for the appointment, re-election or removal of the remaining directors.
To this end, the Committee will evaluate the balance of knowledge, skills and experience of the Board of Directors, as well as the conditions that the candidates must meet to cover the vacancies that arise, assessing the dedication of time considered necessary to adequately carry out their duties, in view of the needs that the corporate bodies have at any given time.
The Committee will ensure that selection procedures are not implicitly biased in such a way that may entail any kind of discrimination and, in particular, that may hinder the selection of directors of the underrepresented gender, endeavoring that directors of said gender who display the professional profile sought are included amongst potential candidates.
The Committee, when drafting the corresponding proposals for the appointment of directors, will take into consideration, in case they may be considered suitable, any requests that may be made by any member of the Board of Directors regarding potential candidates to fill the vacancies that have arisen.
•Submit proposals to the Board of Directors on policies on the selection and diversity of the members of the Board of Directors.
•Establish a target for representation of the underrepresented gender on the Board of Directors and draw up guidelines on how to reach that target.
•Analyze the structure, size and composition of the Board of Directors, at least once per year, when assessing its operation.
•Analyze the suitability of the members of the Board of Directors.
•Review the status of each director each year, so that this may be reflected in the Annual Corporate Governance Report.
•Report on proposals for the appointment of the Chair of the Board and Secretary and, where appropriate, the Deputy Chair and the Deputy Secretary, as well as the Chief Executive Officer.
•Submit to the Board of Directors proposals for the appointment, removal or re-election of the Lead Director.
•Determine the procedure for assessing the performance of the Chair of the Board of Directors, the Chief Executive Officer, the Board of Directors as a whole and the Board’s committees, and to oversee its implementation.
•Report on the quality and efficiency of the performance of the Board of Directors.
•Report on the performance of the Chair of the Board of Directors and of the Chief Executive Officer, integrating for the latter the assessment made in this regard by the Executive Committee, for the purpose of the periodic assessment of both by the Board of Directors.
•Examine and organize the succession of the Chair of the Board of Directors, the Chief Executive Officer and, where applicable, the Deputy Chair, in coordination with the Lead Director in the case of the Chair of the Board and, where appropriate, submit proposals to the Board of Directors to ensure that the succession takes place in an orderly and planned manner.
•Review the Board of Directors’ policy on the selection and appointment of members of the Senior Management, and submit recommendations to the Board when applicable.
•Report on proposals for the appointment and removal of senior managers.
•Regularly review and assess the Company’s corporate governance system and, where applicable, submit proposals to the Board of Directors, for approval or subsequent submission to the General Shareholders’ Meeting, on any amendments and updates that would contribute to its implementation and continuous improvement.
•Ensure compliance with the provisions applicable to directors contained in the Board of Directors Regulations or in the applicable legislation, as well as with the rules relating to conduct on the securities markets, and inform the Board of Directors of these if it deems it necessary.
•Report, prior to any decisions that may be made by the Board of Directors, on all matters within its remit as provided for in the law, the Bylaws, the Board of Directors Regulations and the Regulations of the Appointments and Corporate Governance Committee, and in particular on situations of conflict of interest of the directors.
In the performance of its duties, the Appointments and Corporate Governance Committee, through its chair, will consult with the Chair of the Board of Directors, particularly with respect to matters relating to executive directors and senior managers.
In accordance with the Regulations of the Appointments and Corporate Governance Committee, executives responsible for the areas that manage matters within the Committee’s remit may be called to meetings, as well as, at the request thereof, those persons within the Group who have knowledge of or responsibility for the matters covered by the agenda, when their presence at the meeting is deemed convenient. The Committee may also call any other Group employee or manager, and even arrange for them to attend without the presence of any other manager.
Notwithstanding the foregoing, it will seek to ensure that the presence of non-Committee members during these meetings, such as Bank managers and employees, be limited to those cases where it is necessary and to the items on the agenda for which they are called.
The Committee may, through its Secretary, engage external advisory services for relevant issues when it considers that these cannot be provided by experts or technical staff within the Group on grounds of specialization or independence. Furthermore, the Committee may solicit personal cooperation and reports from any employee or member of the Senior Management if deemed necessary in order to comply with its functions in relevant matters.
The Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agendas. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. During 2023, the Appointments and Corporate Governance Committee met five (5) times.
Remuneration Committee
The Remuneration Committee, in accordance with the Board of Directors Regulations, assists the Board of Directors in remuneration matters within its remit and, in particular, those relating to the remuneration of directors, senior managers and those employees whose professional activities have a significant impact on the Group’s risk profile.
Under the Board of Directors Regulations, the Committee will be composed of a minimum of three directors appointed by the Board of Directors. All the members must be non-executive directors, with a majority of independent directors, including the Chair.
As of the date of this Annual Report, the Remuneration Committee is composed of five independent directors, including its Chair, and of one external director, who are the following:
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| Position (type of directorship) |
Name |
| Chair (Independent) |
Mrs. Belén Garijo López |
| Member (Independent) |
Mrs. Lourdes Máiz Carro |
| Member (Independent) |
Mrs. Ana Cristina Peralta Moreno |
Member (Independent) |
Mrs. Ana Leonor Revenga Shanklin |
| Member (External) |
Mr. Carlos Salazar Lomelín |
| Member (Independent) |
Mr. Jan Paul Marie Francis Verplancke |
In accordance with the Regulations of the Remuneration Committee, the scope of the functions of the Remuneration Committee is as follows:
•Propose to the Board of Directors, for submission to the general shareholders’ meeting, the remuneration policy for directors, and also submit its corresponding report, all in accordance with the terms established by applicable regulations at any given time.
•Determine the remuneration of non-executive directors, as provided for in the remuneration policy for directors, submitting the corresponding proposals to the Board.
•Determine the extent and amount of the individual remunerations, rights and other economic rewards, as well as the remaining contractual conditions for executive directors, so that these can be contractually agreed, in accordance with the remuneration policy for directors, submitting the corresponding proposals to the Board of Directors.
•Determine the objectives and criteria for measuring the variable remuneration of the executive directors and assess the degree of achievement thereof, submitting the corresponding proposals to the Board of Directors, which, in the case of the Chief Executive Officer, will take into account the assessment made by the Executive Committee and, in the case of other executive directors who may report to the Chair or to the Chief Executive Officer, the assessment made by these.
•Analyze, where appropriate, the need to make ex-ante or ex-post adjustments to variable remuneration, including the application of malus or clawback arrangements for variable remuneration, submitting the corresponding proposals to the Board of Directors, prior report of the corresponding committees in each case.
•Annually submit the proposal of the annual report on the remuneration of the Bank’s directors to the Board of Directors, which will then be submitted to the annual general shareholders’ meeting, in accordance with the provisions of the applicable law.
•Propose to the Board of Directors the remuneration policy for senior managers and employees whose professional activities have a significant impact on the Group’s risk profile. Likewise, oversee its implementation, including supervision of the process for identifying such employees.
•Submit a proposal to the Board of Directors, and supervise the implementation of, the Group’s remuneration policy, which may include the policy for senior managers and the policy for employees whose professional activities have a significant impact on the Group’s risk profile, stated in the previous paragraph.
•Submit to the Board of Directors the proposals for basic contractual conditions for senior managers, including their remuneration and severance indemnity in the event of termination.
•Directly oversee the remuneration of senior managers and determine, within the framework of the remuneration model applicable to Senior Management at any given time, the objectives and criteria for measuring variable remuneration of the heads of the Regulation and Internal Control function and of the Internal Audit function, submitting the corresponding proposals to the Board of Directors, on the basis of those submitted to it in this regard by the Risk and Compliance Committee and the Audit Committee, respectively.
•Ensure observance of the remuneration policies established by the Company and review them periodically, proposing, where appropriate, any modifications deemed necessary to ensure, amongst other things, that they are adequate for the purposes of attracting and retaining the best professionals, that they contribute to the creation of long-term value and adequate control and management of risks, and that they attend to the principle of pay equity. In particular, ensure that the remuneration policies established by the Company are subject to internal, central and independent review at least once a year.
•Verify the information on the remuneration of directors and senior managers contained in the various corporate documents, including the annual report on the remuneration of directors.
•Oversee the selection of external advisers, whose advice or support is required for the performance of their functions in remuneration matters, ensuring that any potential conflicts of interest do not impair the independence of the advice provided.
In the performance of its duties, the Committee, through its chair, will consult with the Chair of the Board of Directors, particularly with respect to matters relating to executive directors and senior managers.
Pursuant to the Regulations of the Remuneration Committee, executives responsible for the areas that manage matters within the Committee’s remit may be called to meetings, as well as, at the request thereof, those persons within the Group who have knowledge of or responsibility for the matters covered by the agenda, when their presence at the meeting is deemed convenient. The Committee may also call any other Group employee or manager, and even arrange for them to attend without the presence of any other manager.
Notwithstanding the foregoing, it will seek to ensure that the presence of non-Committee members during these meetings, such as Bank managers and employees, be limited to those cases where it is necessary and to the items on the agenda for which they are called.
The Remuneration Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agendas. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. During 2023, the Remuneration Committee met on five (5) occasions.
Risk and Compliance Committee
The Board’s Risk and Compliance Committee’s essential function is to assist the Board of Directors in the determination and monitoring of the Group’s risk control and management policy, including risk internal control and non-financial risks, with the exception of those related to internal financial control, which are within the Audit Committee’s remit; and those related to technological risk, which are within the Technology and Cybersecurity Committee’s remit; in each case in accordance with the Board of Directors Regulations and the Regulations of the committees. It will also assist the Board of Directors in the oversight of the Compliance functions and the implementation of a risk and compliance culture in the Group.
The Risk and Compliance Committee will consist of a minimum of three directors appointed by the Board of Directors, which will also appoint its Chair. All the members of this Committee must be non-executive directors and the majority, including the Chair, must be independent directors. The Board of Directors will endeavor to ensure that the members of the Committee possess the appropriate knowledge, ability and experience to understand and control the risk strategy.
As of the date of this Annual Report, the Risk and Compliance Committee is composed of four independent directors, including its Chair, and of one external director, who are the following:
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| Position (type of directorship) |
Name |
| Chair (Independent) |
Mr. Raúl Catarino Galamba de Oliveira |
| Member (Independent) |
Mr. Jaime Félix Caruana Lacorte |
| Member (Independent) |
Mrs. Sonia Lilia Dulá |
Member (External) |
Mr. Juan Pi Llorens |
| Member (Independent) |
Mrs. Ana Leonor Revenga Shanklin |
Under the Regulations of the Risk and Compliance Committee, such Committee has the following duties:
•Based on the strategic elements established by either the Board of Directors or the Executive Committee at any given time, analyze and submit to the Board proposals regarding the Group’s risk strategy, management and control, identifying in particular:
a.The Group’s risk appetite; and
b.Determination of the level of risk considered acceptable in terms of risk profile and capital at risk, broken down by the Group’s businesses and areas of activity.
The foregoing will include the Bank’s Risk Appetite Framework, the internal capital and liquidity adequacy assessment processes, which the Committee will analyze and submit to the Board of Directors, based on the strategic-financial approaches determined by both the Board of Directors and the Executive Committee.
•Address, in a manner consistent with the Risk Appetite Framework established by the Board of Directors, the control and management policies for the different risks, including financial risks, and, to the extent that they do not correspond to another Board committee, non-financial risks, as well as information and internal control systems.
•Oversee the effectiveness of the Regulation and Internal Control function (integrated by the Regulation, Supervisors and Compliance areas, as well as the Risk Internal Control and the Non-Financial Risks areas), which will hierarchically report to the Board of Directors, through the Committee, and in particular:
a.Propose to the Board of Directors the appointment and removal of the head of Regulation and Internal Control function, based on candidates from within the executive level preselected by the Talent & Culture area.
b.Analyze and establish objectives for the head of Regulation and Internal Control function and assess his or her performance, incorporating the assessment of the Chair of the Board regarding the Regulation and Supervisors functions, submitting its proposal on both matters to the Remuneration Committee in order to ensure alignment with the remuneration model applicable to the Senior Management at any given time, submitting the corresponding proposals to the Board of Directors.
c.Ensure that the Regulation and Internal Control function has the necessary material and human resources for the effective performance of its functions.
d.Analyze and, where appropriate, approve the annual work plan for the Regulation and Internal Control function, as well as its modifications, and monitor compliance thereof.
•Receive monthly information from the head of Regulation and Internal Control function regarding the activities carried out by this area, as well as regarding any incidents that may arise, and verify that the Senior Management takes into account the conclusions and recommendations of his or her reports. Notwithstanding the foregoing, the head of Regulation and Internal Control function will also report quarterly to the full Board of Directors.
The Committee will also receive periodic information, as often as appropriate, from the heads of the Compliance, Risk Internal Control and Non-Financial Risk areas, integrated in the Regulation and Internal Control function.
•Monitor the evolution of the Group’s risks and their degree of compatibility with established strategies and policies, and with the Group’s Risk Appetite Framework, and oversee procedures, tools and risk measurement indicators established at Group level to obtain a global view of the Bank’s and the Group’s risks. Likewise, monitor compliance with prudential regulation and supervisory requirements regarding risks.
Furthermore, analyze, where appropriate, the measures envisaged to mitigate the impact of identified risks, should these materialize, to be adopted by the Executive Committee or the Board of Directors, as appropriate.
•Analyze, within its remit, the risks associated with projects that are considered strategic for the Group or with corporate transactions to be submitted to consideration by the Board of Directors or, where appropriate, to consideration by the Executive Committee and, where necessary, submit the corresponding report.
•Analyze, prior to their submission to the Board of Directors or to the Executive Committee those risk operations to be submitted to their consideration.
•Examine whether the prices of the assets and liabilities offered to customers fully take into account the Bank’s business model and risk strategy and, if not, submit a plan to the Board of Directors aimed at rectifying the situation.
•Participate in the process of establishing the remuneration policy, ascertaining that it is compatible with an adequate and effective risk management strategy and that it does not offer incentives to assume risks that exceed the level tolerated by the Bank.
•Verify that the Company and the Group have means, systems, structures and resources that are consistent with best practices that enable to implement their risk management strategy, ensuring that the Bank’s risk management mechanisms are adequate in relation thereto.
•Report, prior to any decisions that may have to be adopted by the Board of Directors, on all matters within its remit as provided for in the law, the Bylaws, the Board of Directors Regulations and the Regulations of the Risk and Compliance Committee.
•Ensure compliance with applicable national or international regulations on matters related to money laundering, conduct on the securities markets, data protection and the scope of Group activities with respect to competition, and ensure that requests for information or action made by official authorities on these matters are dealt with in due time and in an appropriate manner.
•Be informed on any breach of the applicable internal or external regulations, as well as the relevant events that the areas reporting to the Committee may have identified within their oversight and control functions. Likewise, the Committee shall be informed on those issues related to legal risks which may arise in the course of Group’s activity.
•Examine draft codes of ethics and conduct and their respective modifications prepared by the corresponding area of the Group, and issue its opinion in advance of the proposals to be drawn up to the corporate bodies.
•Be apprised of reports, documents or communications from external supervisory bodies, notwithstanding any communication made with the remaining committees with regard to their respective remits. Likewise, verify that the instructions, requirements and recommendations received from the supervisory bodies in order to correct the irregularities, shortfalls or inadequacies identified in the inspections performed are fulfilled in due time and appropriate manner.
•Ensure the promotion of risk culture across the Group.
•Supervise the Group’s criminal risk prevention model.
•Review and supervise the systems under which Group professionals may confidentially report any possible irregularities in the field of financial information or other matters.
Pursuant to the Regulations of the Risk and Compliance Committee, executives responsible for the areas that manage matters within the Committee’s remit may be called to meetings, in particular, Regulation and Internal Control area and Risks area, and, at the request thereof, those persons within the Group who have knowledge of or responsibility for the matters covered by the agenda, when their presence at the meeting is deemed convenient. The Committee may also call any other Group employee or manager, and even arrange for them to attend without the presence of any other manager.
Notwithstanding the foregoing, it will seek to ensure that the presence of non-Committee members during these meetings, such as Bank managers and employees, be limited to those cases where it is necessary and to the items on the agenda for which they are called.
The Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agendas. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. In 2023, it held twenty-two (22) meetings.
Technology and Cybersecurity Committee
The Technology and Cybersecurity Committee’s essential function is to assist the Board of Directors in the oversight of technological risk and cybersecurity management and in monitoring the Group’s technology strategy.
The Technology and Cybersecurity Committee will consist of a minimum of three directors appointed by the Board of Directors, which will also appoint its Chair. The Board of Directors will endeavor to ensure that the members of the Committee have the knowledge and experience appropriate to the duties they are called upon to perform.
As of the date of this Annual Report, the Technology and Cybersecurity Committee is composed of one executive director, three independent directors and one external director, who are the following:
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| Position (type of directorship) |
Name |
| Chair (Executive) |
Mr. Carlos Torres Vila |
| Member (Independent) |
Mr. Raúl Catarino Galamba de Oliveira |
Member (External) |
Mr. Juan Pi Llorens |
| Member (Independent) |
Mrs. Ana Leonor Revenga Shanklin |
| Member (Independent) |
Mr. Jan Paul Marie Francis Verplancke |
Under its regulations, the Technology and Cybersecurity Committee has the following functions:
- Oversight of technological risk and cybersecurity management:
•Review the Group’s exposures to the main technological risks, including the risks related to information security and cybersecurity, as well as the procedures adopted by the executive area to monitor and control such exposures.
•Review the policies and systems for the assessment, control and management of the Group’s technological infrastructures and risks, including the response and recovery plans in the event of cyber-attacks.
•Be informed of business continuity plans in matters of technology and technological infrastructure.
•Be informed, as appropriate, of:
a.Compliance risks associated with information technologies; and
b.Procedures established to identify, assess, oversee, manage and mitigate these risks.
•Be informed of any relevant events that may have occurred with regard to cybersecurity, i.e. events that, either in isolation or as a whole, may cause significant impact or harm to the Group’s equity, results or reputation. In any case, such events will be communicated, as soon as they are identified, to the Chair of the Committee.
•Be informed, with the frequency required by the head of the Technological Security area, of the activities carried out thereby, as well as of any incidents that may arise.
- Monitoring the Technology Strategy:
•Be informed, as appropriate, of the technology strategy and trends that may affect the Group’s strategic plans, including the monitoring of general industry trends.
•Be informed, as appropriate, of the metrics established by the Group for the management and control in the technological field, including the Group’s developments and investments in this field.
•Be informed, as appropriate, of matters related to new technologies, applications, information systems and best practices that may affect the Group’s technology strategy or plans.
•Be informed, as appropriate, of the main policies, strategic projects and plans defined by the Engineering area.
•Report to the Board of Directors and, where appropriate, to the Executive Committee, on information technology-related matters falling within its remit.
For a better performance of its functions, appropriate coordination systems will be established between the Technology and Cybersecurity Committee and the Audit Committee to facilitate:
•That the Committee is aware of the conclusions of the work carried out by the Internal Audit area in technology and cybersecurity matters.
•That the Audit Committee is informed of the information technology related systems and processes that are related to or affect the Group’s internal control systems and other matters within its remit.
The Committee will meet whenever it is convened by its Chair, who is empowered to call the Committee meetings and to set their agenda. The Committee will endeavor to establish an annual calendar of meetings, considering the amount of time to be devoted to its different tasks. In 2023 it held eight (8) meetings.
D. Employees
As of December 31, 2023, we had 121,486 employees. Approximately 99.3% of our employees in Spain held technical, managerial and executive positions, while the remainder were clerical and support staff. The table below sets forth the number of BBVA employees by geographical area.
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As of December 31, 2023 |
| Country |
BBVA |
Bank Subsidiaries |
Non-bank Subsidiaries |
Total |
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|
|
| Spain |
21,571 |
— |
5,839 |
27,410 |
| United Kingdom |
154 |
— |
— |
154 |
| France |
75 |
— |
— |
75 |
| Italy |
65 |
— |
— |
65 |
| Germany |
47 |
— |
— |
47 |
| Switzerland |
— |
124 |
— |
124 |
| Portugal |
350 |
79 |
— |
429 |
| Belgium |
19 |
— |
— |
19 |
| The Netherlands |
— |
239 |
— |
239 |
| Russia |
— |
— |
— |
— |
| Romania |
— |
1,200 |
— |
1,200 |
| Ireland |
— |
— |
— |
— |
| Luxembourg |
— |
— |
— |
— |
| Turkey |
— |
20,452 |
— |
20,452 |
| Malta |
— |
14 |
— |
14 |
| Cyprus |
— |
111 |
— |
111 |
| Finland |
— |
— |
— |
— |
| Total Europe |
22,281 |
22,219 |
5,839 |
50,339 |
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|
|
| The United States |
288 |
117 |
— |
405 |
|
|
|
|
|
| Argentina |
— |
5,804 |
192 |
5,996 |
| Brazil |
— |
6 |
— |
6 |
| Colombia |
— |
5,529 |
1,301 |
6,830 |
| Venezuela |
— |
1,805 |
27 |
1,832 |
| Mexico |
— |
44,133 |
2,758 |
46,891 |
| Uruguay |
— |
521 |
52 |
573 |
| Paraguay |
— |
— |
— |
— |
| Bolivia |
— |
— |
109 |
109 |
| Chile |
— |
— |
786 |
786 |
| Cuba |
— |
— |
— |
— |
| Peru |
— |
7,208 |
339 |
7,547 |
|
|
|
|
|
| Total Latin America |
— |
65,006 |
5,564 |
70,570 |
|
|
|
|
|
|
|
|
|
|
| Japan |
6 |
— |
— |
6 |
China (1) |
131 |
— |
— |
131 |
| Singapore |
16 |
— |
— |
16 |
| India |
2 |
— |
— |
2 |
| South Korea |
2 |
— |
— |
2 |
| United Arab Emirates |
1 |
— |
— |
1 |
| Taiwan |
12 |
— |
— |
12 |
| Indonesia |
2 |
— |
— |
2 |
|
|
|
|
|
| Total Asia |
172 |
— |
— |
172 |
|
|
|
|
|
| Total |
22,741 |
87,342 |
11,403 |
121,486 |
(1)Includes employees of BBVA entities in Hong Kong and the rest of China.
As of December 31, 2022, we had 115,675 employees. Approximately 92.5% of our employees in Spain held technical, managerial and executive positions, while the remainder were clerical and support staff. The table below sets forth the number of BBVA employees by geographical area.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
| Country |
BBVA |
Bank Subsidiaries |
Non-bank Subsidiaries |
Total |
|
|
|
|
|
| Spain |
20,796 |
— |
5,149 |
25,945 |
| United Kingdom |
128 |
— |
— |
128 |
| France |
68 |
— |
— |
68 |
| Italy |
52 |
— |
— |
52 |
| Germany |
43 |
— |
— |
43 |
| Switzerland |
— |
120 |
— |
120 |
| Portugal |
349 |
78 |
— |
427 |
| Belgium |
21 |
— |
— |
21 |
| The Netherlands |
— |
219 |
— |
219 |
| Russia |
— |
— |
— |
— |
| Romania |
— |
1,137 |
— |
1,137 |
| Ireland |
— |
— |
— |
— |
| Luxembourg |
— |
— |
— |
— |
| Turkey |
— |
20,208 |
— |
20,208 |
| Malta |
— |
14 |
— |
14 |
| Cyprus |
— |
106 |
— |
106 |
| Finland |
— |
— |
— |
— |
| Total Europe |
21,457 |
21,882 |
5,149 |
48,488 |
|
|
|
|
|
| The United States |
266 |
102 |
— |
368 |
|
|
|
|
|
| Argentina |
— |
5,687 |
182 |
5,869 |
| Brazil |
— |
6 |
— |
6 |
| Colombia |
— |
5,253 |
1,425 |
6,678 |
| Venezuela |
— |
1,776 |
28 |
1,804 |
| Mexico |
— |
40,998 |
2,513 |
43,511 |
| Uruguay |
— |
517 |
56 |
573 |
| Paraguay |
— |
— |
— |
— |
| Bolivia |
— |
— |
466 |
466 |
| Chile |
— |
— |
767 |
767 |
| Cuba |
1 |
— |
— |
1 |
| Peru |
— |
6,699 |
286 |
6,985 |
|
|
|
|
|
| Total Latin America |
1 |
60,936 |
5,723 |
66,660 |
|
|
|
|
|
|
|
|
|
|
| Japan |
4 |
— |
— |
4 |
China (1) |
120 |
— |
— |
120 |
| Singapore |
15 |
— |
— |
15 |
| India |
2 |
— |
— |
2 |
| South Korea |
2 |
— |
— |
2 |
| United Arab Emirates |
2 |
— |
— |
2 |
| Taiwan |
12 |
— |
— |
12 |
| Indonesia |
2 |
— |
— |
2 |
|
|
|
|
|
| Total Asia |
159 |
— |
— |
159 |
|
|
|
|
|
| Total |
21,883 |
82,920 |
10,872 |
115,675 |
(1)Includes employees of BBVA entities in Hong Kong and the rest of China.
As of December 31, 2021, we had 110,432 employees. Approximately 94% of our employees in Spain held technical, managerial and executive positions, while the remainder were clerical and support staff. The table below sets forth the number of BBVA employees by geographical area.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
| Country |
BBVA |
Bank Subsidiaries |
Non-bank Subsidiaries |
Total |
|
|
|
|
|
| Spain |
20,186 |
— |
4,657 |
24,843 |
| United Kingdom |
118 |
— |
— |
118 |
| France |
66 |
— |
— |
66 |
| Italy |
51 |
— |
1 |
52 |
| Germany |
41 |
— |
— |
41 |
| Switzerland |
— |
117 |
— |
117 |
| Portugal |
360 |
80 |
— |
440 |
| Belgium |
22 |
— |
— |
22 |
| The Netherlands |
— |
220 |
— |
220 |
| Russia |
— |
— |
— |
— |
| Romania |
— |
1,119 |
— |
1,119 |
| Ireland |
— |
— |
— |
— |
| Luxembourg |
— |
— |
— |
— |
| Turkey |
— |
20,064 |
— |
20,064 |
| Malta |
— |
14 |
— |
14 |
| Cyprus |
— |
106 |
— |
106 |
| Finland |
— |
— |
— |
— |
| Total Europe |
20,844 |
21,720 |
4,658 |
47,222 |
|
|
|
|
|
| The United States |
197 |
98 |
— |
295 |
|
|
|
|
|
| Argentina |
— |
5,852 |
— |
5,852 |
| Brazil |
— |
6 |
— |
6 |
| Colombia |
— |
6,723 |
18 |
6,741 |
| Venezuela |
— |
1,764 |
— |
1,764 |
| Mexico |
— |
39,491 |
752 |
40,243 |
| Uruguay |
— |
579 |
— |
579 |
| Paraguay |
— |
— |
— |
— |
| Bolivia |
— |
— |
468 |
468 |
| Chile |
— |
714 |
— |
714 |
| Cuba |
1 |
— |
— |
1 |
| Peru |
— |
6,394 |
— |
6,394 |
|
|
|
|
|
| Total Latin America |
1 |
61,523 |
1,238 |
62,762 |
|
|
|
|
|
|
|
|
|
|
| Japan |
4 |
— |
— |
4 |
China (1) |
118 |
— |
— |
118 |
| Singapore |
12 |
— |
— |
12 |
| India |
2 |
— |
— |
2 |
| South Korea |
2 |
— |
— |
2 |
| United Arab Emirates |
2 |
— |
— |
2 |
| Taiwan |
11 |
— |
— |
11 |
| Indonesia |
2 |
— |
— |
2 |
|
|
|
|
|
| Total Asia |
153 |
— |
— |
153 |
|
|
|
|
|
| Total |
21,195 |
83,341 |
5,896 |
110,432 |
(1)Includes employees of BBVA entities in Hong Kong and the rest of China.
The number of employees increased by 5.0% during 2023 and by 4.7% in 2022, mainly due to the increase in the number of employees in Mexico, Spain and, to a lesser extent, Peru. The increase in the Group’s workforce in 2023 and 2022 was mainly due to the hiring of individuals with engineering, data, client solutions and sustainability profiles in Spain, Mexico and Peru to boost the transformation areas, as well as the hiring of employees from the branch network to support business growth in Mexico and Peru.
The basic terms and conditions of employment in the private bank sector in Spain are negotiated with the unions representing bank employees in the sector. Wage negotiations take place on a sector level. This process has historically resulted in binding collective bargaining agreements for all Spanish banks and their employees. The XXIV Banking Collective Bargaining Agreement (BCBA) was signed in 2021 and remained in force until December 31, 2023. The XXV Banking Collective Bargaining Agreement is currently being negotiated in the Spanish Banking Association sector.
As of December 31, 2023, 2022 and 2021, we had 203, 299 and 390 temporary employees in Spain, respectively.
Employee Pension Plans
Under the relevant collective labor agreements, BBVA and some of its subsidiaries provide supplemental pension payments to certain active and retired employees and their beneficiaries. These payments supplement social security benefits from the Spanish government. See Note 2.2.13 and Note 25 to our Consolidated Financial Statements.
E. Share Ownership
As of February 26, 2024, the members of the Board of Directors owned an aggregate of BBVA shares as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
Directly owned shares |
Indirectly owned shares |
Total shares |
% Capital Stock |
| Carlos Torres Vila |
1,569,344 |
— |
1,569,344 |
0.027 |
| Onur Genç * |
986,680 |
— |
986,680 |
0.017 |
| José Miguel Andrés Torrecillas |
10,828 |
— |
10,828 |
0.000 |
| Jaime Caruana Lacorte |
35,000 |
10,000 |
45,000 |
0.001 |
Sonia Lilia Dulá |
7,500 |
— |
7,500 |
0.000 |
| Raúl Galamba de Oliveira |
30,000 |
— |
30,000 |
0.001 |
| Belén Garijo López |
— |
— |
— |
— |
| Connie Hedegaard Koksbang |
— |
— |
— |
— |
| Lourdes Máiz Carro |
— |
— |
— |
— |
| José Maldonado Ramos |
38,761 |
— |
38,761 |
0.001 |
| Ana Peralta Moreno |
— |
— |
— |
— |
| Juan Pi Llorens |
— |
— |
— |
— |
| Ana Revenga Shanklin* |
10,000 |
— |
10,000 |
0.000 |
Carlos Salazar Lomelín ** |
547,929 |
1,786,888 |
2,334,817 |
0.040 |
| Jan Verplancke |
— |
— |
— |
— |
| TOTAL |
3,236,042 |
1,796,888 |
5,032,930 |
0.086 |
* Onur Genç, Sonia Lilia Dulá and Ana Revenga Shanklin owned 31,326, 7,500 and 10,000 shares in the form of ADSs (American Depositary Shares), respectively.
** In relation to the declared position of Carlos Salazar Lomelín, it includes the shares in the form of ADSs that he holds both directly (287,000) and indirectly (1,786,888).
As of February 26, 2024 the Senior Management (excluding executive directors) owned an aggregate of BBVA shares as shown in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
Directly owned shares |
Indirectly owned shares |
Total shares |
% Capital Stock |
| Domingo Armengol Calvo |
200,775 |
— |
200,775 |
0.003 |
| María Jesús Arribas de Paz |
155,513 |
— |
155,513 |
0.003 |
| Pello Belausteguigoitia Mateache |
112,420 |
— |
112,420 |
0.002 |
| Carlos Casas Moreno |
86,766 |
— |
86,766 |
0.001 |
| Victoria del Castillo Marchese |
93,264 |
— |
93,264 |
0.002 |
José Luis Elechiguerra Joven |
33,641 |
— |
33,641 |
0.001 |
| Ana Fernández Manrique |
116,170 |
105,031 |
221,201 |
0.004 |
| María Luisa Gómez Bravo |
297,296 |
— |
297,296 |
0.005 |
| Joaquín Gortari Díez |
120,240 |
— |
120,240 |
0.002 |
| Ricardo Martín Manjón |
62,781 |
12,222 |
75,003 |
0.001 |
| Eduardo Osuna Osuna |
78,745 |
— |
78,745 |
0.001 |
| David Puente Vicente |
263,314 |
— |
263,314 |
0.005 |
Francisco Javier Rodríguez Soler |
264,596 |
— |
264,596 |
0.005 |
| Jaime Sáenz de Tejada Pulido |
322,923 |
211 |
323,134 |
0.006 |
| Jorge Sáenz-Azcúnaga Carranza |
220,888 |
— |
220,888 |
0.004 |
| TOTAL |
2,429,332 |
117,464 |
2,546,796 |
0.044 |
As of February 26, 2024 a total of 12,307 employees (excluding the members of the Senior Management and executive directors) owned an aggregate of 45,190,098 shares, which represented 0.770% of our capital stock.
In accordance with the provisions of the Directors’ Remuneration Policy and the BBVA Group’s General Remuneration Policy, a portion of the annual variable remuneration for 2023 financial year of executive directors, the rest of Senior Management and the rest of the employees of the BBVA Group that qualified in 2023 as staff whose professional activities have a material impact on the risk profile of BBVA and/or its Group (the “Identified Staff”), has been awarded in the form of BBVA stock options.
The award took place, in all cases, in February 2024. However, in accordance with the rules on vesting and payment of the annual variable remuneration provided for in said remuneration policies, vesting of the stock options has not taken place as they are part of the deferred portion of the annual variable remuneration for 2023 financial year. The stock options shall vest, if the relevant conditions are met, once the second year of deferral has elapsed, namely, in 2026. The stock options may be exercised only on their expiration date, which shall be February 15, 2028, that is four years after the effective date of the award and two years after vesting, provided that the closing price of the BBVA share on the expiration date is above the exercise price. The exercise price has been set at €8.319 which is equal to the average closing price of the BBVA share between December 15, 2023 and January 15, 2024, both inclusive. The underlying asset of each stock option is one BBVA share. The stock options shall be settled by differences, meaning that the amount to be paid to each beneficiary as a result of their exercise shall be the difference between the market value of the BBVA share corresponding to the exercise date and the exercise price. This amount shall be paid, as a general rule, in BBVA shares.
In accordance with the above, 189,609 options and 141,809 options have been awarded to the Chair and the Chief Executive Officer, respectively, and an aggregate number of 448,192 and 1,696,042 stock options have been awarded to the rest of the members of Senior Management and to the rest of members of the Identified Staff, respectively.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
On February 5, 2024, BlackRock, Inc. reported to the SEC that it beneficially owned 7.2% of BBVA’s common stock.
On November 8, 2023, Capital Research and Management Company reported that it directly had voting power over 3.010% of BBVA’s common stock, of which 3.007% were voting rights attributed to shares, and 0.003% were voting rights held through financial instruments.
As of February 26, 2024, no other person, corporation or government beneficially owned, directly or indirectly, five percent or more of BBVA’s shares. BBVA’s major shareholders do not have voting rights which are different from those held by the rest of its shareholders. To the extent known to BBVA, BBVA is not controlled, directly or indirectly, by any other corporation, government or any other natural or legal person. As of February 26, 2024, there were 731,877 registered holders of BBVA’s shares, with an aggregate of 5,837,953,452 shares, of which 691 shareholders with registered addresses in the United States held a total of 1,530,287,426 shares (including shares represented by American Depositary Shares evidenced by American Depositary Receipts (“ADRs”)). Since certain of such shares and ADRs are held by nominees, the foregoing figures are not representative of the number of beneficial holders.
B. Related Party Transactions
BBVA entities engage, on a regular and routine basis, in a number of customary transactions with other BBVA entities, including overnight call deposits, time deposits, foreign exchange purchases and sales, derivative transactions (such as forward purchases and sales), money market fund transfers, letters of credit for imports and exports, financial guarantees and service level agreements.
They also engage in other similar transactions within the scope of the ordinary course of their business, such as loans and other banking services, with our shareholders, employees, associates and family members of all the above and other BBVA non-banking subsidiaries or affiliates. These transactions are made in the ordinary course of business; on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons; and do not involve more than the normal risk of collectability or present other unfavorable features.
For information on these transactions as of December 31, 2023, 2022 and 2021, see Note 53 to our Consolidated Financial Statements.
C. Interests of Experts and Counsel
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Financial Information
See Item 18.
Dividends
“Final” dividends for a year may be proposed by the Board of Directors to be approved by the annual general shareholders’ meeting following the end of the year to which they relate. Additionally, the Board of Directors may approve the payment of “interim” dividends on account of the year’s end profits following the fulfillment of certain requirements under Spanish law, which payment is endorsed by the annual general shareholders’ meeting. Interim and final dividends are payable to shareholders of record on the record date for the dividend payment. Any unclaimed cash dividends revert to BBVA five years after declaration.
The table below sets forth the gross amount of interim, final and total cash dividends and distributions paid or expected to be paid by BBVA on its shares for the years 2019 to 2023. The rate used to convert euro amounts to U.S. dollars was the noon buying rate at the end of each year.
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
First Interim |
Second Interim |
Third Interim |
Final |
Total |
|
|
|
|
|
|
|
|
|
|
|
| 2019 |
€0.100 |
$0.112 |
— |
— |
— |
— |
€0.160 |
$0.180 |
€0.260 |
$0.292 |
| 2020 |
— |
— |
— |
— |
— |
— |
€0.059 |
$0.072 |
€0.059 |
$0.072 |
| 2021 |
€0.080 |
$0.091 |
— |
— |
— |
— |
€0.230 |
$0.260 |
€0.310 |
$0.351 |
| 2022 |
€0.120 |
$0.128 |
— |
— |
— |
— |
€0.310 |
$0.332 |
€0.430 |
$0.460 |
| 2023 |
€0.160 |
$0.177 |
— |
— |
— |
— |
€0.390 |
$0.431 |
€0.550 |
$0.608 |
Dividend Policy
On November 18, 2021, BBVA announced that its Board of Directors had agreed to modify the Group’s shareholder distribution policy (announced on February 1, 2017), establishing a policy consisting of an annual distribution of between 40% and 50% of the consolidated ordinary profit of each year (excluding amounts and items of an extraordinary nature included in the consolidated income statement), compared to the previous policy of distributing between 35% and 40%. This policy is implemented through the distribution of an interim dividend for the year (which is expected to be paid in October of each year) and a final dividend or final distribution (which is expected to be paid at the end of the year and once the application of the result is approved, foreseeably in April of each year), with the possibility of combining cash distributions with share buybacks, all subject to the relevant authorizations and approvals applicable at any given time.
While we expect to declare and pay dividends on our shares in the future, the payment of dividends will depend upon the results of BBVA, market conditions, the regulatory framework, the recommendations or restrictions regarding dividends that may be adopted by domestic or European regulatory bodies or authorities and other factors. In particular, BBVA may not pay dividends except out of its annual results and its distributable reserves, after taking into account the applicable capital adequacy requirements and any recommendations on payment of dividends, and any other required authorization or restriction, if applicable. Capital adequacy requirements are applied on both a consolidated and individual basis. See “Item 4. Information on the Company— Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” and “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital”. Under applicable capital adequacy requirements, we estimate that as of December 31, 2023, BBVA had approximately €12.9 billion of reserves in excess of applicable capital and reserve requirements (based on a 13.04% phased-in total capital minimum requirement).
Subject to the terms of the deposit agreement entered into with the Bank of New York Mellon, holders of ADSs are entitled to receive dividends (in cash or scrip, as applicable) attributable to the shares represented by the ADSs evidenced by ADRs to the same extent as if they were holders of such shares.
Cash Dividends
The annual general shareholders’ meeting held on April 20, 2021 approved a cash distribution of €0.059 (gross) per share from the share premium account, which was paid on April 29, 2021. On September 30, 2021 BBVA announced that its Board of Directors had approved the payment in cash of €0.08 per share, as a gross interim dividend against 2021 results, which was paid on October 12, 2021.
Additionally, the annual general shareholders’ meeting held on March 18, 2022 approved a cash distribution from the voluntary reserves account as additional shareholder remuneration for the 2021 fiscal year in the amount of €0.23 gross per share, which was paid on April 8, 2022. The total amount paid against 2021 results, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €1,463 million. Further, the Bank communicated on September 29, 2022 that the Board of Directors had approved the payment in cash of €0.12 gross per share, as an interim dividend against 2022 results, which was paid on October 11, 2022.
Furthermore, the annual general shareholders’ meeting held on March 17, 2023 approved a payment in cash of €0.31 gross per share, as a final dividend for 2022, which was paid on April 5, 2023. The total amount paid against 2022 results, excluding dividends paid in respect of treasury shares held by the Group’s companies, amounted to €1,857 million. Further, the Bank communicated on September 27, 2023 that the Board of Directors had approved the payment in cash of €0.16 gross per share, as an interim dividend against 2023 results, which was paid on October 11, 2023.
Finally, on February 9, 2024, BBVA announced the proposal to the annual general shareholders’ meeting to be held on March 15, 2024 of a cash distribution of €0.39 gross per share to be paid on April 10, 2024 as a final dividend for 2023.
Share Buyback Programs
2024
On January 30, 2024, BBVA announced, among others, its intention to submit for the consideration of the corresponding BBVA governing bodies the execution of a share buyback program of BBVA for an amount of €781 million, subject to obtaining the corresponding regulatory authorizations and the communication of the specific terms and conditions of the program before its execution. This share buyback program is intended to be considered as an ordinary shareholder distribution for 2023. On March 1, 2024, after receiving the required authorization from the ECB, BBVA announced that it would implement such buyback program for the repurchase of own shares in accordance with the provisions of Regulation (EU) no. 596/2014 of the European Parliament and the Council of April 16, 2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programs and stabilization measures (the “Regulations”), aimed at reducing BBVA’s share capital by a maximum monetary amount of €781 million. The program will be executed externally through Citigroup Global Markets Europe AG, starting on March 4, 2024. See Notes 4 and 56 to the Consolidated Financial Statements.
2023
On February 1, 2023, BBVA announced, among others, its intention to submit for the consideration of the corresponding BBVA governing bodies the execution of a share buyback program of BBVA for an amount of €422 million as an ordinary shareholder distribution in relation to the 2023 results, subject to obtaining the corresponding regulatory authorizations and to the communication of the specific terms and conditions of the share buyback program before its execution. On March 17, 2023, after receiving the required authorization from the ECB, BBVA announced that it would implement a buyback program for the repurchase of own shares in accordance with the provisions of the Regulations, aimed at reducing BBVA’s share capital by a maximum monetary amount of €422 million. The execution was carried out internally by BBVA.
On April 21, 2023, BBVA announced the completion of the share buyback program upon reaching the maximum monetary amount of €422 million, having acquired 64,643,559 shares between March 20 and April 20, 2023, representing, approximately, 1.07% of BBVA’s share capital as of said date.
On June 2, 2023, BBVA announced that it had completed a reduction of BBVA’s share capital in a nominal amount of €31,675,343.91 and the consequent cancellation, charged to unrestricted reserves, of 64,643,559 BBVA shares of €0.49 par value each acquired derivatively by the Bank in execution of the aforementioned share buyback program and which were held as treasury shares (see Note 4 to the Consolidated Financial Statements). The share capital reduction was carried out pursuant to the resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 17, 2023, under item 3 of the agenda.
On July 28, 2023, BBVA notified through an Inside information its request to the ECB for the relevant supervisory authorization in order to carry out a share buyback program of up to €1,000 million, subject to the granting of such authorization. On October 2, 2023, after receiving the required authorization from the ECB, BBVA announced that it would implement a new buyback program for the repurchase of own shares in accordance with the provisions of the Regulations, aimed at reducing BBVA’s share capital by a maximum monetary amount of €1,000 million.
On November 29, 2023, BBVA announced the completion of the share buyback program upon reaching the maximum monetary amount of €1,000 million, having acquired 127,532,625 own shares, between October 2 and November 29, 2023, representing, approximately, 2.14% of BBVA’s share capital as of said date. Purchases under the share buyback program were carried out internally by BBVA.
On December 19, 2023, BBVA notified through an Other Relevant Information notice the second partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 17, 2023, under item 3 of the agenda, through the reduction of BBVA’s share capital in a nominal amount of €62,490,986.25 and the consequent redemption, charged to unrestricted reserves, of 127,532,625 own shares of €0.49 par value each acquired derivatively by BBVA in execution of the share buyback program described above and which were held as treasury shares (see Notes 26, 27, 28 and 29 to the Consolidated Financial Statements).
2021-2022
On October 26, 2021, BBVA received the required authorization from the ECB to repurchase up to 10% of its share capital in an amount of up to €3.5 billion, in one or more installments and for a maximum period of 12 months.
Upon receiving said authorization and making use of the delegation conferred by the BBVA general shareholders´ meeting held on March 16, 2018, at its meeting of October 28, 2021, BBVA Board of Directors resolved to carry out a share buyback program scheme in compliance with the Regulations, to be executed in various tranches up to a maximum amount of €3.5 billion (US$4.0 billion, based on the exchange rate as of December 31, 2021) (the “Program Scheme”), with the purpose of reducing BBVA’s share capital, notwithstanding the possibility of terminating or cancelling the Program Scheme at an earlier date.
In addition, the Board of Directors agreed, within the scope of the Program Scheme, to carry out a first share buyback program to be executed externally through a lead manager, J.P. Morgan AG, for a maximum amount of €1,500 million (US$1,699 million, based on the exchange rate as of December 31, 2021) and a maximum number of 637,770,016 shares, representing, approximately, 9.6% of BBVA's share capital as of the date of the agreement (the “First Tranche”). The First Tranche was announced on October 29, 2021 and the appointment of J.P. Morgan AG was announced on November 19, 2021. The implementation of the First Tranche began on November 22, 2021 and was completed on March 3, 2022 upon reaching the maximum monetary amount of €1,500 million, having acquired 281,218,710 shares representing, approximately, 4.22% of BBVA's share capital as of that date.
On June 15, 2022, BBVA notified that it had partially executed the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 18, 2022, through the reduction of BBVA’s share capital in a nominal amount of €137,797,167.90 and the consequent redemption, charged to unrestricted reserves, of 281,218,710 own shares of €0.49 par value each, acquired derivatively by the Bank in execution of the First Tranche.
On February 3, 2022, BBVA announced that its Board of Directors agreed, within the Program Scheme, to carry out a second buyback program (the “Second Tranche”) aimed at reducing BBVA’s share capital, for a maximum amount of €2,000 million (US$2,265 million, based on the exchange rate as of December 31, 2021) and a maximum number of shares to be acquired equal to the result of subtracting from 637,770,016 shares (9.6% of BBVA’s share capital at that date) the number of own shares finally acquired in execution of the First Tranche (unfinished as of that date).
As a continuation of the previous communication, on March 16, 2022, BBVA informed by means of an Inside Information filing with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or “CNMV”) that it had agreed to execute the Second Tranche: (i) through the execution of a first segment for an amount of up to €1,000 million, and a maximum of 356,551,306 shares (the “First Segment”), externally through Goldman Sachs International as lead manager, who would execute the purchase transactions through the broker Kepler Cheuvreux, S.A.; and (ii) once execution of the First Segment was completed, through the execution of a second and final segment (the “Second Segment”).
By means of an Other Relevant Information filing with the CNMV dated May 16, 2022, BBVA announced the completion of the execution of the First Segment upon reaching the maximum monetary amount of €1,000 million, having acquired 206,554,498 shares representing, approximately, 3.1% of BBVA’s share capital as of said date.
On June 28, 2022, BBVA communicated through an Inside Information filing with the CNMV that it would complete the Program Scheme by executing the Second Segment, for a maximum amount of €1,000 million and a maximum of 149,996,808 shares. The execution of the Second Segment was carried out by Citigroup Global Markets Europe AG as lead manager, as BBVA informed through an Inside Information filing on June 29, 2022. By means of an Other Relevant Information filing dated August 19, 2022, BBVA announced the completion of the execution of the Second Segment upon reaching the maximum number of shares (149,996,808), representing, approximately, 2.3% of BBVA’s share capital as of said date. On September 30, 2022, BBVA notified that it had, again, partially executed the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 18, 2022, through the reduction of BBVA’s share capital in a nominal amount of €174,710,139.94 and the consequent redemption, charged to unrestricted reserves, of 356,551,306 own shares of €0.49 par value each acquired derivatively by the Bank in execution of the First Segment and Second Segment of the Second Tranche and which were held as treasury shares.
The Program Scheme was not included in the scope of the shareholder remuneration policy.
Legal Proceedings
BBVA and its subsidiaries are involved in a number of legal and regulatory actions and proceedings, including legal claims and proceedings, civil and criminal regulatory proceedings, governmental investigations and proceedings, tax proceedings and other proceedings, in jurisdictions around the world. Legal and regulatory actions and proceedings are subject to many uncertainties, and their outcomes, including the timing thereof, the amount of fines or settlements or the form of any settlements, or changes in business practices we may need to introduce as a result thereof, any of which may be material, are often difficult to predict, particularly in the early stages of a particular legal or regulatory matter. See Note 24 to our Consolidated Financial Statements for information on the related provisions.
As of the date hereof, the Group is involved in a number of legal and regulatory actions and proceedings in various jurisdictions around the world (including, among others, Spain, Mexico and the United States), the adverse resolution of which may adversely impact the Group. See “Item 3. Key Information—Risk Factors—Legal Risks—The Group is party to a number of legal and regulatory actions and proceedings”, “Item 3. Key Information—Risk Factors—Legal Risks—The Spanish judicial authorities are carrying out a criminal investigation relating to possible bribery, revelation of secrets and corruption by BBVA” and “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks”.
BBVA can provide no assurance that the legal and regulatory actions and proceedings to which it is subject, or to which it may become subject in the future or otherwise affected by, will not, if resolved adversely, result in a material adverse effect on the Group’s business, financial position, results of operations or liquidity.
B. Significant Changes
No significant change has occurred since the date of the Consolidated Financial Statements other than those mentioned in this Annual Report or our Consolidated Financial Statements.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
BBVA’s shares are traded on the stock markets of Madrid, Barcelona, Bilbao and Valencia through the Sistema de Interconexión Bursátil Español (Mercado Continuo), as well as on the London and Mexico stock markets. BBVA’s ADSs are listed on the New York Stock Exchange and are also traded on the Lima (Peru) Stock Exchange, by virtue of an exchange agreement entered into between these two exchanges. Each ADS represents the right to receive one share. For information on BBVA’s shares and ADSs, see Note 26 to our Consolidated Financial Statements and “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders”.
Fluctuations in the exchange rate between the euro and the dollar will affect the dollar equivalent of the euro price of BBVA’s shares on the Spanish Stock Exchanges and the price of BBVA’s ADSs on the New York Stock Exchange. Cash dividends are paid by BBVA in euro, and exchange rate fluctuations between the euro and the dollar will affect the dollar amounts received by holders of ADRs on conversion by The Bank of New York Mellon (acting as depositary) of cash dividends on the shares underlying the ADSs evidenced by such ADRs.
From January 1, 2023 through December 31, 2023 the percentage of outstanding shares held by BBVA and its affiliates ranged between 0.038% and 2.214% (as a result of the implementation of the two share buyback programs in 2023), calculated on a daily basis. As of January 31, 2024, the percentage of outstanding shares held by BBVA and its affiliates was 0.164%.
Securities Trading in Spain
The Spanish securities market for equity securities consists of the Spanish Stock Exchange Interconnection System (“Sistema de Interconexión Bursátil” or “SIBE” in Spanish, and hereinafter referred to as “Automated Quotation System”) and the four stock exchanges located in Madrid, Bilbao, Barcelona and Valencia. During 2023, the Automated Quotation System accounted for the majority of the total trading volume of equity securities on the Spanish Stock Exchanges.
Automated Quotation System. The Automated Quotation System links the four local exchanges, providing those securities listed on it with a uniform continuous market that eliminates certain of the differences among the local exchanges. The principal feature of the system is the computerized matching of buy and sell orders at the time of entry of the order. Each order shall be deemed valid when it takes place and definitively confirmed with full obligatory enforceability as soon as a matching order is entered. Exceptionally, the order may be cancelled, altered or corrected with the consent of the contracting parties and provided always that the appropriate authorization has been granted by the Supervision Department or the Trading and Control Committee of Sociedad de Bolsas, S.A. (“Sociedad de Bolsas”). The activity of the market can be continuously monitored by investors and brokers. The Automated Quotation System is operated and regulated by Sociedad de Bolsas, a corporation owned by the companies that manage the local exchanges. All trades on the Automated Quotation System must be placed through a bank, brokerage firm, an official stock broker or a dealer firm member of a Spanish Stock Exchange directly. Since January 1, 2000, Spanish banks have been allowed to place trades on the Automated Quotation System and have been allowed to become members of the Spanish Stock Exchanges. We are currently a member of the four Spanish Stock Exchanges and can trade through the Automated Quotation System.
Sociedad de Bolsas reinstated the Operating Rules of the Spanish Automated Quotation System by means of Sociedad de Bolsas Circular 1/2021, of March 17, which came into effect on March 30, 2021 with the aim of incorporating in a single regulatory text the rules governing trading in the Automated Quotation System, following their adaptation to the MiFID II standards and for the sake of greater clarity. BBVA, as an active market member in the Spanish market has adapted its technical means and procedures to such changes.
The general trading hours are as follows:
a.In a pre-opening auction held from 8:30 a.m. to 9:00 a.m. each trading day, an opening price is established for each security traded on the Automated Quotation System based on orders placed at that time. In this period of time orders can be entered, altered and cancelled but no trades can be executed. At the start of each session, the closing price of the previous session shall be taken as the reference price. There are static and dynamic price ranges for each listed share, calculated on the basis of the most recent historical volatility of each share, and made publicly available and updated on a regular basis by Sociedad de Bolsas.
b.The open session is from 9:00 a.m. to 5:30 p.m., when continuous trading is carried out.
c.If, during the open session, the quoted price of a share exceeds the static or dynamic price ranges, volatility auctions are triggered, resulting in new static or dynamic price ranges being set for the share object of the same. A volatility auction will have a duration of five minutes and, during this period, orders can be entered, altered and cancelled but no trades can be made. Once the auction ends, the open session will restart. If a security’s volatility auction overlaps with the closing auction, the security will remain under auction with the conditions of the closing auction.
d.Between 5:30 p.m. and 5:35 p.m. a closing price of the session is established for each security through an auction system similar to the one held for the pre-opening early in the morning.
Exceptional trading hours: In the event of important news or events or particularly significant incidents arising during Automated Quotation System sessions, the usual duration of trading hours may exceptionally be altered in accordance with the provisions of the Operating Rules of the Spanish Automated Quotation System. The start of a session may also be brought forward for the same reasons. Such decision shall be properly announced and disseminated through the technical means of the Automated Quotation System as soon as possible.
Certain transactions may be executed in the Automated Quotation System outside the general trading hours between 5:40 p.m. and 8:00 p.m., such as block trades (consisting of previously agreed trades out of the order book, provided that they meet certain requirements) or trades related to the hedging or the execution of futures and options carried out in MEFF, the Spanish Derivatives Exchange.
Information with respect to the computerized trades between 9:00 a.m. and 5:30 p.m. is made public immediately, and information with respect to trades outside the computerized matching system is reported to Sociedad de Bolsas by the end of the trading day and published in the “Boletín de Cotización” and in the computer system by the beginning of the next trading day.
Sociedad de Bolsas is also the manager of the IBEX 35® Index. This index is made up by the 35 most liquid securities traded on the Spanish Market and, technically, it is a price index that is weighted by capitalization and adjusted according to the free float of each company comprised in the index. Apart from its quotation on the four Spanish Exchanges, BBVA is also currently included in the IBEX 35® Index.
Clearing and Settlement System
On April 1, 2003, by virtue of Law 44/2002 and of Order ECO 689/2003 of March 27, 2003 approved by the Spanish Ministry of Economy, the integration of the two main existing book-entry settlement systems existing in Spain at the time (the equity settlement system Servicio de Compensación y Liquidación de Valores (“SCLV”) and the Public Debt settlement system Central de Anotaciones de Deuda del Estado (“CADE”)) took place. As a result of this integration, a single entity, known as Sociedad de Gestión de los Sistemas de Registro Compensación y Liquidación de Valores (“Iberclear”) assumed the functions formerly performed by SCLV and CADE according to the legal regime then stated in article 44 bis of the Spanish Securities Market Act (Law 24/1988).
Notwithstanding the above, rules concerning the book-entry settlement systems enacted before this date by SCLV and the Bank of Spain, as former manager of CADE, continued in force, but any reference to the SCLV or CADE was deemed to be substituted by Iberclear.
In addition, and according to Law 41/1999, Iberclear currently manages the ARCO Securities settlement system (the “ARCO System”) for securities in book-entry form listed on the four Spanish Stock Exchanges, on the Spanish Public Debt Book-Entry Market, on “AIAF Mercado de Renta Fija”, or on other Multilateral Trading Facilities that have appointed Iberclear for such purposes. Cash settlement for all systems is managed through the TARGET2-Banco de España payment system.
Laws 32/2011 and 11/2015 amended the Spanish Securities Market Act and Royal Decree 878/2015 replaced Royal Decree 116/1992 from February 3, 2016, introducing changes to the Spanish clearing, settlement and book-entry registry procedures applicable to securities transactions to allow post-trading Spanish systems to integrate into the TARGET2 Securities System (“T2S”). The project to reform Spain’s clearing, settlement and registry system and connect it to the T2S (the “Reform”) introduced significant changes that affected all classes of securities and all post-trade activities.
The Reform was implemented in two phases:
The first phase took place from April 27, 2016 and involved setting up a new system for equities including all the changes envisaged in the Reform, encompassing the incorporation of central counterparty clearing (performed by, among others, BME Clearing, S.A.U.) in a post-trading scheme compatible with the T2S (including with respect to messages, account structure, definition of operations, etc.). Accordingly, the SCLV (Servicio de Compensación y Liquidación de Valores) platform was discontinued.
The T+3 settlement cycle for trades executed in trading venues, affecting mainly equities, was reduced to T+2 from October 2016, in line with what is set forth in European Regulation 909/2014, of July 23 on improving securities settlement in the European Union and on Central Securities Depositories (“CSDR”).
The CADE platform continued to operate unchanged until the last quarter of 2017, and cash settlements in the new system continue to be made through the TARGET2-Bank of Spain cash accounts.
The second phase started on September 18, 2017, when Iberclear successfully connected itself to T2S. At this time, fixed-income securities were transferred to the new system (being the CADE discontinued), as well as equity securities, with both types of securities beginning to be also settled in accordance with the procedures, formats and time periods of the T2S and under the ARCO System. The Reform culminated with the successful migration to T2S.
The latest amendments to Iberclear’s Rulebook reflecting the Reform were officially published in the Spanish Official Gazette on May 3 and August 18, 2016 and September 14, 2017.
During the last quarter of 2017, Iberclear filed for authorization as Central Securities Depository pursuant to CSDR. On September 23, 2019, Iberclear made public that it had been granted the authorization to continue providing services as a Central Securities Depositary.
Under Law 41/1999 and Royal Decree 878/2015 (which replaced Royal Decree 116/1992 on February 3, 2016), transactions carried out on the Spanish Stock Exchanges are cleared and settled through Iberclear and its participants (each an “entidad participante”), through the ARCO System. Only Iberclear participants to this ARCO System are entitled to use it, with participation restricted to credit entities, investment firms authorized to render custody services, certain public bodies, and Central Securities Depositories and Central Counterparties authorized under their respective European Union Regulations. BBVA is currently a participant in Iberclear. Iberclear and its participants are responsible for maintaining records of purchases and sales under the book-entry system. In order to be listed, shares of Spanish companies must be held in book-entry form. Iberclear, maintains a “two-step” book-entry registry reflecting the number of shares held by each of its participants as well as the amount of such shares held on behalf of beneficial owners. Each participant, in turn, maintains a registry of the owners of such shares. Spanish law considers the legal owner of the shares to be:
•the participant appearing in the records of Iberclear as holding the relevant shares in its own name, or
•the investor appearing in the records of the participant as holding the shares.
Obtaining legal title to shares of a company listed on a Spanish Stock Exchange requires the participation of an investment firm, bank or other entity authorized under Spanish law to record the transfer of shares in book-entry form in its capacity as Iberclear participant for the equity securities settlement system. To evidence title to shares, at the owner’s request the relevant participant entity must issue a certificate of ownership. In the event the owner is a participant entity, Iberclear is in charge of the issuance of the certificate with respect to the shares held in the participant entity’s own name.
Brokers’ fees, to the extent charged, will apply upon transfer of title of our shares from the depositary to a holder of ADSs, and upon any later sale of such shares by such holder. Transfers of ADSs do not require the participation of a member of a Spanish Stock Exchange. The deposit agreement provides that holders depositing our shares with the depositary in exchange for ADSs or withdrawing our shares in exchange for ADSs will pay the fees of the official stockbroker or other person or entity authorized under Spanish law applicable both to such holder and to the depositary.
Securities Market Legislation
The Securities Markets Act was enacted in 1988 with the purpose of reforming the organization and supervision of the Spanish securities markets. This legislation and the regulation implementing it:
•established an independent regulatory authority, the CNMV, to supervise the securities markets;
•established a framework for the regulation of trading practices, tender offers and insider trading;
•required stock exchange members to be corporate entities;
•required companies listed on a Spanish Stock Exchange to file annual audited financial statements and to make public quarterly financial information;
•established the legal framework for the Automated Quotation System;
•exempted the sale of securities from transfer and value added taxes;
•deregulated brokerage commissions; and
•provided for transfer of shares by book-entry or by delivery of evidence of title.
On February 14, 1992, Royal Decree No. 116/92 established the clearance and settlement system and the book-entry system, and required that all companies listed on a Spanish Stock Exchange adopt the book-entry system. On February 3, 2016 Royal Decree 878/2015 came into force and replaced Royal Decree 116/1992 (Royal Decree 827/2017, of September 1 and Royal Decree 1464/2018, of December 21, amended Royal Decree 878/2015 by reflecting certain aspects of the Reform and of MiFID II).
On April 12, 2007, the Spanish Congress approved Law 6/2007, which amended the Securities Markets Act in order to adapt it to Directive 2004/25/EC on takeover bids, and Directive 2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (amending Directive 2001/34/EC). Regarding the transparency of listed companies, Law 6/2007 amended the reporting requirements and the disclosure regime, and established changes in the supervision system. On the takeover bids side, Law 6/2007 has established the cases in which a company must launch a takeover bid and the ownership thresholds at which a takeover bid must be launched. It also regulates conduct rules for the board of directors of target companies and the squeeze-out and sell-out when a 90% of the share capital is held after a takeover bid. Additionally, Law 6/2007 was further developed by Royal Decree 1362/2007, on transparency requirements for issuers of listed securities, which was subsequently amended. See “—Trading by the Bank and its Affiliates in the Shares”.
On December 19, 2007, the Spanish Congress approved Law 47/2007, which amended the Securities Markets Act in order to adapt it to Directive 2004/37/EC on markets in financial instruments (MiFID), Directive 2006/49/EC on the capital adequacy of investment firms and credit institutions, and Directive 2006/73/EC implementing Directive 2004/39/EC with respect to organizational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. Further MiFID implementation was introduced by Royal Decree 217/2008. Royal Decree 217/2008 has been amended from time to time, including in 2018 by Royal Decree 1464/2018, of December 21, in order to adapt it to the MiFID II rules that became effective on January 3, 2018.
The Regulation of the European Parliament and of the Council on short selling and certain aspects of credit default swaps (EU) No 236/2012 (Regulation) has been in force since March 25, 2012 and became directly effective in EU countries from November 1, 2012. This Regulation introduced a pan-European regulatory framework for dealing with short selling and requires persons to disclose short positions in relation to shares of EU listed companies and EU sovereign debt. For significant net short positions in shares of EU listed companies, these regulations create a two-tier reporting model: (i) when a net short position reaches 0.20% of an issuer’s share capital (and at every 0.1% thereafter), such position must be privately reported to the relevant regulator; and (ii) when such position reaches 0.50% (and at every 0.1% thereafter) of an issuer’s share capital, apart from being disclosed to the regulators, such position must be publicly reported to the market.
In response to COVID-19, on March 16, 2020 ESMA lowered the aforementioned threshold from 0.2% to 0.1%, requiring net short position holders to report positions of 0.1% and above. This measure was renewed on September 18, 2020 and on December 17, 2020 until March 19, 2021. The European Commission adopted the decision to permanently lower the threshold from 0.2% to 0.1% on September 27, 2021, which decision was published in the Official Journal on January 11, 2022. Additionally, in line with other European supervisors, on March 16, 2020, the CNMV banned net short positions in shares admitted to trading to Spanish trading venues for which the CNMV is the competent authority as well as to all related instruments relevant for the calculation of the net short position. The CNMV ban became ineffective on May 18, 2020.
The Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council, of October 14, which became effective on July 21, 2019, aims to achieve greater harmonization of prospectus rules throughout the European Union. Such rules are applicable to issuers which offer debt or equity securities to the public or which seek admission to trading on a regulated market in the EU.
Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID II) and Regulation (EU) 600/2014 of the European Parliament and Council of May 15, 2014 on markets in financial instruments and amending Regulation (EU) 648/2012 (MiFIR), were published on June 12, 2014 and became applicable on January 3, 2018, affecting the Spanish securities market legislation, markets and infrastructures and implying higher compliance costs for financial institutions. MiFID II has been implemented into Spanish Law by Royal Decree-Law 21/2017, of December 29, by Royal Decree-Law 14/2018, of September 28, and by Royal Decree 1464/2018, of December 21.
Royal Legislative Decree 4/2015, of October 23, approved the reinstated text of the Securities Markets Act, which has been affected and amended, among others, by the aforementioned MiFID II implementation rules.
On March 18, 2023, Law 6/2023 on the Securities Markets and Investment Services was enacted and it became generally applicable from April 7, 2023, repealing, among others, former Royal Legislative Decree 4/2015. This new Spanish Securities Markets Act creates the new framework law for the securities markets, systematizing and reorganizing former laws and regulations and implementing several European directives, particularly in the area of crypto-assets and distributed ledger technologies. This new Securities Markets Act is further developed by four royal decrees published on November 9, 2023 in the Official Spanish Gazette: (i) Royal Decree 813/2023, of November 8, on the regime for investment firms and other entities providing investment services; (ii) Royal Decree 814/2023, of November 8, on financial instruments, admission to trading, register of negotiable securities and market infrastructures; (iii) Royal Decree 815/2023, of November 8, on official registers of the CNMV, cooperation with other authorities and supervision of investment firms; and (iv) Royal Decree 816/2023, of November 8, amending Royal Decree 1082/2012, of July 13, and developing Law 35/2003, of November 4, on collective investment schemes.
On April 12, 2021, Law 5/2021, implementing Directive (EU) 2017/828 of the European Parliament and of the Council of May 17, 2017, as regards the encouragement of long-term shareholder engagement was published, amending the Corporate Enterprises Act.
Trading by the Bank and its Affiliates in the Shares
Trading by subsidiaries in their parent companies shares is restricted by the Corporate Enterprises Act.
Neither BBVA nor its affiliates may purchase BBVA’s shares unless the making of such purchases is authorized at a meeting of BBVA’s shareholders by means of a resolution establishing, among other matters, the maximum number of shares to be acquired and the authorization term, which cannot exceed five years. Restricted reserves equal to the purchase price of any shares that are purchased by BBVA or its subsidiaries must be made by the purchasing entity. The total number of shares held by BBVA and its subsidiaries may not exceed 10% of BBVA’s total share capital, as per the treasury stock limits set forth in the Corporate Enterprises Act. It is the practice of Spanish banking groups, including the BBVA Group, to establish subsidiaries to trade in their parent company’s shares in order to meet imbalances of supply and demand, to provide liquidity (especially for trades by their customers) and to modulate swings in the market price of their parent company’s shares.
Two share buyback programs were executed in 2023, and respective buyback programs were also executed in 2022 and 2021. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends—Share Buyback Programs”.
Spanish Financial Transaction Tax Bill
The Financial Transaction Tax (FTT) was enacted by means of Law 5/2020, of October 15, 2020 and became effective on January 16, 2021. The Spanish FTT is a new indirect tax, amounting to 0.2%, to be charged on acquisitions of shares in Spanish companies, regardless of the tax residence of the participants in such transactions, provided that such companies are listed and their respective market capitalization is above €1,000 million. Accordingly, any purchaser of BBVA’s shares not falling under an exemption will be subject to the Spanish FTT. The FTT law was further developed by Royal Decree 366/2021 and Ministerial Order HAC/510/2021.
Reporting Requirements
Royal Decree 1362/2007, as amended, requires that any person or entity which acquires or transfers shares and as a consequence the number of voting rights held exceeds, reaches or is below the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 60%, 70%, 75%, 80% and 90% of the capital stock of a company listed on a Spanish Stock Exchange must, within four stock exchange business days after that acquisition or transfer, report it to such company, and to the CNMV. This duty to report the holding of a significant stake is applicable not only to the acquisitions and transfers in the terms described above, but also to those cases in which in the absence of an acquisition or transfer of shares, the ratio of an individual’s voting rights exceeds, reaches or is below the thresholds that trigger the duty to report, as a consequence of an alteration in the total number of voting rights of an issuer.
In addition, any company listed on a Spanish Stock Exchange must report on a non-public basis to the CNMV, within four Stock Exchange business days, any acquisition by such company (or an affiliate) of the company’s own shares if such acquisition, together with any previous one from the date of the last communication, exceeds 1% of its capital stock, regardless of the balance retained. Members of the board of directors must report the ratio of voting rights held at the time of their appointment as members of the board, when they are ceased as members, and each time they transfer or acquire share capital of a company listed on the Spanish Stock Exchanges, regardless of the size of the transaction. Additionally, since we are a credit entity, any individual or company who intends to acquire a significant participation in BBVA’s share capital must obtain prior approval from the Bank of Spain in order to carry out the transaction. See “Item 10. Additional Information—Exchange Controls—Restrictions on Acquisitions of Shares”.
Royal Decree 1362/2007 also establishes reporting requirements in connection with any entity acting from a tax haven or a country where no securities regulatory commission exists, in which case the threshold of three percent is reduced to one percent.
Royal Decree 1362/2007 was amended in 2015 in order to, among other matters, include some changes to the reporting requirements applicable to major shareholdings. In particular, cash settled instruments creating long positions on underlying listed shares shall be disclosed if the specified shareholding threshold is reached or exceeded; cash holdings and holdings as a result of financial instruments shall be aggregated for disclosure purposes and a disclosure exemption for shareholding positions held by financial entities in their trading books is available.
Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (“MAR”) and its implementing regulations entered into force on July 3, 2016, involving a number of changes for BBVA as a listed issuer, including in relation to areas such as disclosure of inside information to the market, maintenance of insider lists and disclosure of restrictions on dealings by directors and persons discharging managerial responsibilities.
Through Royal Decree-Law 19/2018 of November 23, on payment services and other urgent financial measures, the consolidated text of the then-applicable Securities Market Act was adapted to the European MAR framework, including the following changes:
•the Spanish legislator opted for certain solutions among those permitted by the European MAR framework in certain specific cases;
•several amendments were introduced in the sanctioning regime on market abuse (inside information and market manipulation); and
•some special provisions applicable to listed companies in this area which were not compatible with this European regulatory framework or not consistent with the objective of MAR of achieving full harmonization throughout the European Union were expressly repealed.
Organic Law 1/2019, of February 20, modifies, among other laws and regulations, the Spanish Criminal Code in order to implement in Spain Directive 2014/57/UE regarding applicable criminal sanctions related to market abuse, complementing the MAR framework.
Banks are required to inform the Bank of Spain of any acquisitions or disposals of holdings in their capital that cross any of the levels indicated in Articles 16 (at least 10% of the capital or of the voting rights of the credit institution), 17 (either the percentage of voting rights or capital held is equal to or greater than 20%, 30% or 50%, or the acquisition entails acquiring control of the credit institution) and 21 (the percentage of voting rights or of capital held falls below 20%, 30% or 50% or the disposal entails the loss of control of the credit institution) of Law 10/2014, of June 26, 2014.
Tax Requirements
According to Law 10/2014, an issuer’s parent company (credit entity or listed company) is required, on an annual basis, to provide the Spanish tax authorities with the following: (i) disclosure of information regarding those investors with Spanish Tax residency obtaining income from securities and (ii) the amount of income obtained by them in each period.
B. Plan of distribution
Not Applicable.
C. Markets
See “Item 9. The Offer and Listing”.
D. Selling Shareholders
Not Applicable.
E. Dilution
Not Applicable.
F. Expenses of the Issue
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not Applicable.
B. Memorandum and Articles of Association
Spanish law and BBVA’s Bylaws are the main sources of regulation affecting the Company. All rights and obligations of BBVA’s shareholders are contained in BBVA’s Bylaws and in Spanish law. Pursuant to Royal Decree 84/2015 of February 13, implementing Law 10/2014, amendments of the bylaws of a bank are subject to notice or prior authorization of the Bank of Spain.
Registry and Company’s Objects and Purposes
BBVA is registered with the Commercial Registry of Bizkaia (Spain). Its registration number at the Commercial Registry of Bizkaia is volume 2,083, Company section folio 1, sheet BI-17-A, 1st entry. Its corporate purpose is to carry out all kinds of activities, operations, acts, contracts and services within the banking business or directly or indirectly related to it, which are permitted or not prohibited by the provisions in force and supplementary activities. Its corporate purpose also includes the acquisition, possession, use and disposal of securities, public offering of acquisition and sale of securities, as well as all types of holdings in any entity or company. BBVA’s corporate purpose is contained in Article 3 of BBVA’s Bylaws.
Certain Powers of the Board of Directors
In general, provisions regarding directors are contained in our Bylaws. Also, our Board of Directors Regulations govern the internal procedures and the operation of the Board of Directors and its committees and directors’ rights and duties as described in their charter. The referred Board of Directors Regulations establishes that directors must refrain from participating in deliberations and votes on resolutions or decisions in which they or a related party may have a direct or indirect conflict of interest, unless these are decisions relating to the appointment or removal of positions of the management body. Directors are not required to hold shares of BBVA in order to be appointed as such. As regards compensation in shares for executive directors, please see “Item 6. Directors, Senior Management and Employees—Compensation”.
Lastly, the Board of Directors Regulations contain a series of ethical standards. For more information please see “Item 6. Directors, Senior Management and Employees”.
Certain Provisions Regarding Privileged Shares
Our Bylaws authorize us to issue ordinary, non-voting, redeemable and privileged shares. As of the date of this Annual Report, we have no non-voting, redeemable or privileged shares outstanding.
The Company may issue shares that confer some privilege over ordinary shares under the legally established terms and conditions, complying with the formalities prescribed for amending our Bylaws.
The Company may issue shares that are redeemable at the request of the issuing company, the holders of said shares or both, for a nominal amount not exceeding one quarter of the share capital. The resolution of the issue will set the conditions for the exercise of the right or redemption. If the aforementioned right is attributed exclusively to the issuing company, it may not be exercised within three years of the issuance. Redeemable shares must be fully paid up at the time of subscription. Redemption of redeemable shares must be charged to profits or free reserves or with the proceeds of a new share issue resolved by the general shareholders’ meeting or, where appropriate, the Board of Directors, for the purpose of financing the redemption transaction. If the redemption of these shares is charged to profits or free reserves, the Company must constitute a reserve for the amount of the nominal value of the redeemed shares. If the redemption is not charged to profits or free reserves or with the issue of new shares, it may only be carried out under the requirements established for the reduction of the share capital by the refund of contributions.
Holders of non-voting shares, if issued, are entitled to receive a minimum annual dividend, fixed or variable, as resolved by the general shareholders’ meeting and/or the Board of Directors at the time of deciding to issue the shares. Once the minimum dividend has been agreed, holders of non-voting shares will be entitled to the same dividend as corresponds to ordinary shares. Where there are distributable profits, the Company is required to agree the distribution of the aforementioned minimum divided. If there are no distributable profits or insufficient amounts thereof, the unpaid part of the minimum dividend will or not be accumulated in the terms agreed upon by the general shareholders’ meeting at the time of deciding to issue the shares. Holders of non-voting shares may exercise their pre-emptive subscription right in the event that this be resolved by the general shareholders’ meeting and/or the Board of Directors at the time of issuing shares or convertible bonds. Recovery of voting rights must be resolved at the same time.
Certain Provisions Regarding Shareholders Rights
As of the date of the filing of this Annual Report, our capital is comprised of one class of ordinary shares, all of which have the same rights.
Once the allocation requirements established by law and in our Bylaws have been covered, dividends may be paid out to shareholders and charged to the year’s profit or to unrestricted reserves, in proportion to the capital they may have paid up, provided the value of the total net assets is not, or as a result of such distribution would not be, less than the share capital. In addition, BBVA must take into account any applicable capital adequacy requirements and any recommendations on payment of dividends, and any other required authorization or restriction that may be applicable. 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”. Shareholders will participate in the distribution of profit in proportion to their capital paid-up. The right to collect a dividend lapses after five years as of the date in which it was first available to the shareholders. Shareholders also have the right to participate in proportion to their capital paid-up in any distribution of net assets resulting from our liquidation.
Each voting share will confer the right to one vote on the holder present or represented at the general shareholders’ meeting. However, unpaid shares with respect to which a shareholder is in default of the resolutions of the Board of Directors relating to their payment will not be entitled to vote. Our Bylaws contain no provisions regarding cumulative voting.
Our Bylaws do not contain any provisions relating to sinking funds or potential liability of shareholders to further capital calls by us.
Our Bylaws do not establish that special quorums are required to change the rights of shareholders. Under Spanish law, the rights of shareholders may only be changed by an amendment to the Bylaws that complies with the requirements explained below under “—Shareholders’ Meetings”, plus the affirmative vote of the majority of the shares of the class that will be affected by the amendment.
Shareholders’ Meetings
The annual general shareholders’ meeting has its own set of regulations on issues such as how it operates and what rights shareholders enjoy regarding general shareholders’ meetings. These establish the possibility of voting or delegating votes over remote communication media.
General shareholders’ meeting may be annual or extraordinary. The annual general shareholders’ meeting is required to meet within the first six months of each financial year to, where appropriate, approve corporate management, as well as the financial statements for the previous financial year and decide on the allocation of results, without prejudice to the fact that it may also adopt resolutions on any other matter within its remit included in the agenda or allowed by law. Extraordinary general shareholders’ meetings are those meetings that are not ordinary. In any case, the requirements mentioned below for constitution and adoption of resolutions are applicable to both categories of general shareholders’ meetings.
General shareholders’ meetings will be called at the initiative of and according to the agenda determined by the Board of Directors, which must necessarily call them whenever it deems necessary or advisable for the corporate interests, and in any case on the dates or periods determined by law and the Company Bylaws, or upon the request of one or more shareholders representing at least three percent of our share capital.
Our General Meeting Regulations establish that annual and extraordinary general shareholders’ meetings must be called within the notice period required by law. This will be done by means of a notice published by the Board of Directors, or its proxy, in the Official Gazette of the Commercial Registry (“BORME”) or one of the highest-readership daily newspapers in Spain, and will be published on the CNMV website and the Company website, except when legal provisions establish other media for disseminating the notice.
The general shareholders’ meetings may be attended by shareholders who own the minimum number of shares established in our Bylaws (500), provided that these shares are recorded in the corresponding accounting register five days before the scheduled date of the general shareholders’ meeting and that, at least, the same number of shares are retained until the general shareholders’ meeting is held. Holders of fewer shares may group together to make up at least that number and appointing a representative.
General shareholders’ meetings, both annual and extraordinary, will be validly constituted at first summons with the presence of at least 25% of our voting capital, either in person or by proxy. No minimum quorum is required to hold a general shareholders’ meeting at second summons. In either case, resolutions will be agreed by the majority of the votes. However, a general shareholders’ meeting will only be validly held with the presence of 50% of our voting capital at first summons or of 25% of the voting capital at second summons, in the case of resolutions concerning the following matters:
•debt issuances;
•share capital increases or decreases;
•the exclusion or limitation of the pre-emptive subscription rights over new shares;
•transformation, merger of BBVA or spin-off and global assignment of assets and liabilities;
•the off-shoring of domicile, and
•any other amendment to the Bylaws.
In these cases, resolutions may only be approved with the vote of the absolute majority of the shares if at least 50% of the voting capital is present or represented at the general shareholders’ meeting. If the voting capital present or represented at the meeting at second summons is less than 50% (but over 25%), then resolutions may only be adopted by two-thirds of the shares present or represented.
Additionally, our Bylaws state that, in order to adopt resolutions approving the replacement of the corporate purpose, the transformation, total spin-off, the winding up of BBVA and amending that paragraph of the relevant article of our Bylaws, two-thirds of the subscribed voting capital must attend the general shareholders’ meeting at first summons, or 60% of that capital at second summons.
Restrictions on the Ownership of Shares
Our Bylaws do not provide for any restrictions on the ownership of our ordinary shares. Spanish law, however, provides for certain restrictions which are described below under “—Exchange Controls—Restrictions on Acquisitions of Shares” and “—Restrictions on Foreign Investments”.
Restrictions on Foreign Investments
Exchange controls and foreign investments are regulated under Law 19/2003, of July 4 (“Law 19/2003”), as amended pursuant to Royal Decree-Law 8/2020, of March 17, Royal Decree-Law 11/2020, of March 31 and Royal Decree-Law 34/2020, of November 17. Foreign investments are generally liberalized unless they fall within the scope of article 7 bis of Law 19/2003, enacted in March 2020, Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17, or —only with respect to investments in the defense sector— article 11 of Royal Decree 664/1999 (repealed by RD 571/2023), of April 23.
Article 7 bis of Law 19/2003 establishes a screening mechanism for certain investments made by non-EU and non-EFTA residents (“foreign investors”), based on public order, public health and public security reasons (the “Screening Mechanism”). The Screening Mechanism aligns part of the Spanish foreign investment legal framework with Regulation (EU) 2019/452 of March 19, 2019 establishing a framework for the screening of foreign direct investments into the European Union. Certain provisions of Regulation (EU) 2019/452—such as the list of sectors affecting public order and public security or the definition of state-owned enterprises and other similar investors—are mirrored in the regulations establishing the Screening Mechanism.
In addition, and according to Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17 (as amended first by article 4 of Royal Decree-Law 27/2021, of November 23, and ultimately by article 62 of Royal Decree-Law 20/2022, of December 27), effective November 19, 2020 and until December 31, 2024, the following persons will also be deemed to be foreign investors, provided they invest in listed companies or the investment value exceeds 500 million euros—for investments in private – non listed – companies:
•EU and EFTA residents in countries other than Spain, and
•Spanish residents beneficially owned by EU or EFTA residents in countries other than Spain, that is, those in which a EU or EFTA resident other than in Spain ultimately owns or controls more than 25% of the share capital or voting rights of, or otherwise exercises control over, the Spanish resident.
Foreign direct investments (“FDI”) are:
•investments that result in a foreign investor reaching a stake of at least 10% of the share capital of a Spanish company; and
•any corporate transaction, business action or legal transaction which enables effective participation in the management or control of a Spanish company.
Not all foreign direct investments are subject to the Screening Mechanism. Investors are subject to the Screening Mechanism only if they qualify as FDI and the investment is made in one of the critical sectors mentioned in article 7 bis of Law 19/2003, is made pursuant to what is foreseen in Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17, or—only where the investor is a Non-UE or non-EFTA investor—by investors that meet certain subjective criteria regardless of the business of the target.
Foreign direct investments by the following “foreign investors” are also subject to the Screening Mechanism, regardless of the business of the target:
•Investors directly or indirectly controlled by the government, including state bodies or armed forces, of a non EU/EFTA country.
•Investors that have already made an investment affecting national security, public order or public health in another EU Member State, including an investment in any of the above-mentioned sectors.
•Investors subject to ongoing judicial or administrative proceedings for engaging in illegal or criminal activities.
Foreign direct investments by the following non-EU and non-EFTA investors are also subject to the Screening Mechanism, regardless of the business of the target:
•Investors directly or indirectly controlled by a non-EU and non-EFTA government, including state bodies, armed forces or sovereign wealth funds; the possibility of exercising decisive influence as a result of an agreement or through the ownership of shares or interests in another person (directly or indirectly) is deemed to constitute “control” for these purposes.
•Investors that have already made an investment affecting national security, public order or public health in another EU Member State, including an investment in any of the above-mentioned sectors.
•If there is a serious risk that the investor engages in illegal or criminal activities affecting national security, public order or public health in Spain.
Foreign direct investments described above shall be subject to prior administrative authorization granted by the relevant Spanish Authority, in accordance with the administrative conditions established.
In addition to the above, pursuant to Council Regulation (EU) 2022/318 of February 25, 2022, it shall be prohibited to sell euro denominated transferable securities issued after April 12, 2022 or units in collective investment undertakings providing exposure to such securities, to any Russian national or natural person residing in Russia or any legal person, entity or body established in Russia. This restriction shall not apply to nationals of a Member State or natural persons having a temporary or permanent residence permit in a Member State.
C. Material Contracts
No Group member has entered into any contract outside its ordinary course of business within the past two years that is material to the Group as a whole.
D. Exchange Controls
In 1991, Spain adopted the EU Standards for free movement of capital and services. As a result, foreign investors may transfer invested capital, capital gains and dividends out of Spain without limitation as to amount, subject to applicable taxes. See “—Taxation”.
Pursuant to Royal Decree 664/1999, of April 23 (repealed by RD 571/2023), on the Applicable rules to Foreign Investments, foreign investors may freely invest in shares of Spanish companies except in the case they fall within the scope of article 7 bis of Law 19/2003, enacted in March 2020, Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17 (as amended by article 62 of Royal Decree-Law 20/2022, of December 27), or—only with respect to investments in the defense sector—article 11 of Royal Decree 664/1999, of April 23. For information on certain additional regulation applicable to foreign direct investments, see “—Memorandum and Articles of Association—Restrictions on Foreign Investments”. Likewise, Royal Decree 664/1999, of April 23, and Law 19/2003, of July 4 on the legal regime on capital movements and foreign transactions (“Law 19/2003”), required notification of all foreign investments in Spain and liquidations of such investments upon completion of such investments to the Investments Registry of the Ministry of Economy Affairs and Digital Transformation for administrative statistical and economical purposes. Shares in listed Spanish companies acquired or held by foreign investors needed to be reported to the Spanish Registry of Foreign Investments by the depositary bank or relevant Iberclear member. When a foreign investor acquires shares that are subject to the reporting requirements of the CNMV regarding significant stakes, notice must be given directly by the foreign investor to the relevant authorities.
The Spanish Government approved Royal Decree 571/2023 of July 4 on foreign investments (the “New Spanish FDI Regulations”), which repeals Royal Decree 664/1999 and develops Law 19/2003. The New Spanish FDI Regulations came into force on September 1, 2023, and their provisions apply to FDI filings submitted from that date onwards (ongoing FDI filings as of such date are governed by the former regulations). Royal Decree 571/2023 was further developed by Order ECM 57/2024, of January 29, setting forth the templates for the declarations in foreign investments.
These new Spanish FDI Regulations set out: (i) post-closing notification obligations for foreign investments in Spain for statistical purposes; (ii) post-closing notification obligations for Spanish investments in foreign countries for statistical purposes; and (iii) most significantly, amended and developed rules for Spanish FDIs screening mechanisms (“Screening Mechanisms”), under which the closing of specific FDIs requires prior authorization through both EU-law based general FDI screening, regulated in article 7 bis of Law 19/2003 (“General FDI Screening Mechanism”), and sector-specific screening (which applies to activities directly related to Spanish National Defense, the acquisition of real estate for diplomatic purposes by non-EU Member States and investments in activities directly related to weapons, cartridges, pyrotechnic items and civil use explosives or other material to be used by the State Security Forces and Bodies), which is a new mechanism.
These Screening Mechanisms do not prohibit foreign investments in Spain; rather, they are mandatory authorization procedures to be carried out prior to closing specific transactions. In particular, the General FDI Screening Mechanism brings the Spanish screening framework in line with that set out in the European Union laws, in particular, Regulation (EU) 2019/452, which allows Member States to adopt mechanisms to screen FDIs in the European Union. Banking is not expressly mentioned in the FDI sectors subject to the General FDI Screening Mechanism, which are the following: critical infrastructure, critical and dual-use technologies, key technologies for industrial leadership and training, technologies developed pursuant to projects or programs of particular interest to Spain, supply of critical inputs, sectors with access to or control to sensitive information and media.
Moreover, investments by foreigners domiciled in enumerated tax haven jurisdictions, under Royal Decree 1080/1991, are subject to special reporting requirements.
For information on certain additional regulation applicable to foreign direct investments, see “—Memorandum and Articles of Association—Restrictions on Foreign Investments”.
Restrictions on Acquisitions of Shares
Pursuant to Spanish Law 10/2014, any individual or corporation, acting alone or in concert with others, intending to directly or indirectly acquire a significant holding in a Spanish financial institution (as defined in article 16 of the aforementioned Law 10/2014) or to directly or indirectly increase its holding in one in such a way that either the percentage of voting rights or of capital owned were equal to or exceed 20%, 30% or 50%, or by virtue of the acquisition, might take control over the financial institution, must first notify the Bank of Spain.
For the purpose of this Law, a significant participation is considered 10% of the outstanding share capital of a financial institution or a lower percentage if such holding allows for the exercise of a significant influence.
The Bank of Spain will be responsible for evaluating the proposed transaction, in accordance with the terms established by Royal Decree 84/2015, of February 13 (as stated in Article 25.1 of said Royal Decree 84/2015) in order to guarantee the sound and prudent operation on the target financial institution. The Bank of Spain will submit a proposition before the European Central Bank, which will be in charge of deciding upon the proposed transaction in the term of 60 working days after the date on which the notification was received.
Any acquisition without such prior notification, or before the period established in the Royal Decree 84/2015 has elapsed or against the objection of the Bank of Spain, will produce the following results:
•the acquired shares will have no voting rights;
•if considered appropriate, the target bank may be taken over or its directors replaced; and
•the sanctions established in Title IV of Law 10/2014.
Regarding the transparency of listed companies, such matter is mainly regulated in Spain in Royal Decree 4/2015, of October 23, approving the restated text of the Securities Market Act. The transparency requirements set out in such Act are further developed by Royal Decree 1362/2007 developing the Securities Market Act on transparency requirement for issuers of listed securities, which stipulates among other matters a communication threshold of 3% for significant stakes and extends the disclosure obligations to the acquisition or transfer of financial instruments that grant rights to acquire shares with voting rights. For more information see “Item 9. The Offer and Listing—Offer and Listing Details—Reporting Requirements”.
Tender Offers
The Spanish legal regime concerning takeover bids, which reflects the related EU regulation (mainly Directive 2004/25/EC), is set forth in Royal Decree 4/2015, of October 23, approving the restated text of the Securities Market Act, and Royal Decree 1066/2007, of July 29, on takeover bids.
E. Taxation
Spanish Tax Considerations
The following is a summary of the material Spanish tax consequences to U.S. Residents (as defined below) of the acquisition, ownership and disposition of BBVA’s ADSs or ordinary shares as of the date of the filing of this Annual Report. This summary does not address all tax considerations that may be relevant to all categories of potential purchasers, some of whom (such as life insurance companies, tax-exempt entities, dealers in securities or financial institutions) may be subject to special rules. In particular, the summary deals only with U.S. Holders (as defined below) that will hold ADSs or ordinary shares as capital assets and who do not at any time own individually, and are not treated as owning, 10% or more of BBVA’s shares, including ADSs.
As used in this particular section, the following terms have the following meanings:
(1) “U.S. Holder” means a beneficial owner of BBVA’s ADSs or ordinary shares that is for U.S. federal income tax purposes:
•a citizen or an individual resident of the United States,
•a corporation or other entity treated as a corporation, created or organized under the laws of the United States, any state therein or the District of Columbia, or
•an estate or trust the income of which is subject to U.S. federal income tax without regard to its source.
(2) “Treaty” means the Convention between the United States and the Kingdom of Spain for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, together with a related Protocol.
(3) “U.S. Resident” means a U.S. Holder that is a resident of the United States for the purposes of the Treaty and entitled to the benefits of the Treaty, whose holding is not effectively connected with (1) a permanent establishment in Spain through which such holder carries on or has carried on business, or (2) a fixed base in Spain from which such holder performs or has performed independent personal services.
Holders of ADSs or ordinary shares should consult their tax advisors, particularly as to the applicability of any tax treaty. The statements regarding Spanish tax laws set out below are based on interpretations of those laws in force as of the date of this Annual Report. Such statements also assume that each obligation in the Deposit Agreement and any related agreement will be performed in full accordance with the terms of those agreements.
Taxation of Dividends
Under Spanish law, cash dividends paid by BBVA to a holder of ordinary shares or ADSs who is not resident in Spain for tax purposes and does not operate through a permanent establishment in Spain, are subject to Spanish Non-Resident Income Tax, withheld at source at a 19% tax rate. For these purposes, upon distribution of the dividend, BBVA or its paying agent will withhold an amount equal to the tax due according to the rules set forth above (applying a withholding tax rate of 19%), transferring the resulting net amount to the depositary. However, in the case of cash distribution of share premium no withholding tax would be applicable.
However, under the Treaty, in cash dividends distributions, if you are a U.S. Resident, you are entitled to a reduced withholding tax rate of 15%. To benefit from the Treaty-reduced rate of 15%, if you are a U.S. Resident, you must provide to BBVA through our paying agent depositary, before the tenth day following the end of the month in which the dividends were payable, a certificate from the U.S. Internal Revenue Service (“IRS”) stating that, to the best knowledge of the IRS, you are a resident of the United States within the meaning of the Treaty and entitled to its benefits.
If the paying agent depositary provides timely evidence (i.e., by means of the IRS certificate) of your right to apply the Treaty-reduced rate it will immediately receive the surplus amount withheld, which will be credited to you. The IRS certificate is valid for a period of one year from issuance.
To help shareholders obtain such certificates, BBVA has set up an online procedure to make this as easy as possible.
If the certificate referred to in the above paragraph is not provided to us through our paying agent depositary within said term, you may afterwards obtain a refund of the amount withheld in excess of the rate provided for in the Treaty.
Spanish Refund Procedure
According to Spanish Regulations on Non-Resident Income Tax, approved by Royal Decree 1776/2004 dated July 30, 2004, as amended, a refund for the amount withheld in excess of the Treaty-reduced rate can be obtained from the relevant Spanish tax authorities. To pursue the refund claim, if you are a U.S. Resident, you are required to file:
•the corresponding Spanish tax form,
•the certificate referred to in the preceding section, and
•evidence of the Spanish Non-Resident Income Tax that was withheld with respect to you.
The refund claim must be filed within four years from the date in which the withheld tax was collected by the Spanish tax authorities, but not before February 1 of the following year.
U.S. Residents (including U.S. Holders, as defined below under “—U.S. Tax Considerations”) are urged to consult their own tax advisors regarding refund procedures and any U.S. tax implications thereof.
Taxation of Rights
Distribution of preemptive rights to subscribe for new shares made with respect to shares in BBVA will not be treated as income under Spanish law and, therefore, will not be subject to Spanish Non-Resident Income Tax. The exercise of such preemptive rights is not considered a taxable event under Spanish law and thus is not subject to Spanish tax. Capital gains derived from the disposition of preemptive rights received by U.S. Residents are generally not taxed in Spain provided that certain conditions are met (see “—Taxation of Capital Gains” below).
Taxation of Capital Gains
Under Spanish law, any capital gains derived from securities issued by persons residing in Spain for tax purposes are considered to be Spanish-source income and, therefore, are taxable in Spain. For Spanish tax purposes, gain recognized by U.S. Residents from the sale of BBVA’s ADSs or ordinary shares will be treated as capital gains. Spanish Non-Resident Income Tax is currently levied at a 19% tax rate, on capital gains recognized by persons who are not residents of Spain for tax purposes, who are not entitled to the benefit of any applicable treaty for the avoidance of double taxation and who do not operate through a fixed base or a permanent establishment in Spain.
Notwithstanding the discussion above, capital gains derived from the transfer of shares on an official Spanish secondary stock market by any holder who is resident in a country that has entered into a treaty for the avoidance of double taxation with an “exchange of information” clause (the Treaty contains such a clause) will be exempt from taxation in Spain. Additionally, capital gains realized by non-residents of Spain who are entitled to the benefit of an applicable treaty for the avoidance of double taxation will, in the majority of cases, not be taxed in Spain (since most tax treaties provide for taxation only in the taxpayer’s country of residence). Under the Treaty, U.S. Residents’ capital gains arising from the disposition of ordinary shares or ADSs will not be taxed in Spain. U.S. Residents will be required to establish that they are entitled to this exemption by providing to the relevant Spanish tax authorities a certificate of residence in the United States from the IRS (discussed above in “—Taxation of Dividends”), together with the corresponding Spanish tax form.
Spanish Inheritance and Gift Taxes
Transfers of BBVA’s shares or ADSs upon death or by gift to individuals are subject to Spanish inheritance and gift taxes (Spanish Law 29/1987), if the transferee is a resident in Spain for tax purposes, or if BBVA’s shares or ADSs are located in Spain, regardless of the residence of the transferee. In this regard, the Spanish tax authorities may argue that all shares of a Spanish corporation and all ADSs representing such shares are located in Spain for Spanish tax purposes. The applicable tax rate for individuals, after applying all relevant factors, ranges between approximately 7.65% and 81.6% under Spanish Law 29/1987. After determining the tax rate, multipliers that range from 1.0 to 2.4, are applied in order to assess the tax due. Those multipliers take into account the preexisting wealth of the inheritor / donee, and the kinship with the deceased / donor.
Corporations that are non-residents of Spain that receive BBVA’s shares or ADSs as a gift are subject to Spanish Non-Resident Income Tax at a 19% tax rate on the fair market value of such ordinary shares or ADSs as a capital gain tax. If the donee is a U.S. resident corporation, the exclusions available under the Treaty described in “—Taxation of Capital Gains” above will be applicable.
Spanish Transfer Tax
Transfers of BBVA’s ordinary shares or ADSs will be exempt from Transfer Tax (Impuesto sobre Transmisiones Patrimoniales) or Value-Added Tax. Additionally, no stamp duty will be levied on such transfers.
U.S. Tax Considerations
The following summary describes material U.S. federal income tax consequences of the ownership and disposition of ADSs or ordinary shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold the securities. The summary applies only to U.S. Holders that are eligible for the benefits of the Treaty (in each case, as defined under “—Spanish Tax Considerations” above) and that hold ADSs or ordinary shares as capital assets for tax purposes. This discussion does not address all of the tax consequences that may be relevant to any particular U.S. Holder, including the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare contribution tax, and tax consequences that may be relevant to holders subject to special rules, such as:
•certain financial institutions;
•dealers or traders in securities who use a mark-to-market method of accounting;
•persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares;
•persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;
•persons liable for the alternative minimum tax;
•tax-exempt entities;
•partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
•persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the United States;
•persons who acquired our ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation; or
•persons who own or are deemed to own 10% or more of our stock, by vote or value.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the ADSs or ordinary shares.
The summary is based upon the tax laws of the United States, including the Code, the Treaty, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These laws are subject to change, possibly with retroactive effect. In addition, the summary is based in part on representations by the depositary and assumes that each obligation provided for in or otherwise contemplated by BBVA’s deposit agreement and any other related document will be performed in accordance with its terms. Prospective purchasers or owners of the ADSs or ordinary shares are urged to consult their tax advisors as to the U.S., Spanish or other tax consequences of the ownership and disposition of ADSs or ordinary shares in their particular circumstances, including the effect of any U.S. state or local tax laws.
In general, for United States federal income tax purposes, a U.S. Holder who owns ADSs will be treated as the owner of the underlying ordinary shares represented by those ADSs. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying ordinary shares represented by those ADSs.
Except as described in “—Passive Foreign Investment Company Rules” below, this discussion assumes that BBVA has not been, and will not become, a passive foreign investment company (“PFIC”).
Taxation of Distributions
Distributions, before reduction for any Spanish income tax withheld by BBVA or its paying agent, made with respect to ADSs or ordinary shares (other than certain pro rata distributions of ordinary shares or rights to subscribe for ordinary shares of BBVA’s capital stock) will be includible in the income of a U.S. Holder as ordinary income, to the extent paid out of BBVA’s current or accumulated earnings and profits as determined in accordance with U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. The amount of such dividends will generally be treated as foreign-source dividend income and will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations under the Code. Subject to applicable limitations (including the satisfaction of a minimum holding period and certain other requirements), dividends paid to certain non-corporate U.S. Holders of ADSs will be taxable as “qualified dividend income” and therefore will be taxable at favorable rates applicable to long-term capital gains. U.S. Holders should consult their own tax advisors to determine the availability of these favorable rates in their particular circumstances.
The amount of dividend income will equal the U.S. dollar value of the euro received, calculated by reference to the exchange rate in effect on the date of receipt (which, for U.S. Holders of ADSs, will be the date such distribution is received by the depositary), whether or not the depositary or U.S. Holder in fact converts any euro received into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
Subject to applicable limitations that vary depending upon a U.S. Holder’s circumstances, a U.S. Holder will be entitled to a credit against its U.S. federal income tax liability for Spanish income taxes withheld by BBVA or its paying agent at a rate not exceeding the rate the U.S. Holder is entitled to under Spanish domestic law or the Treaty. Spanish taxes withheld in excess of the rate applicable under Spanish domestic law or the Treaty or that are otherwise refundable will not be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. See “Spanish Tax Considerations—Taxation of Dividends” for a discussion of how to obtain the Treaty rate. The rules governing foreign tax credits are complex. For example, under applicable Treasury regulations, in the absence of an election to apply the benefits of an applicable income tax treaty, in order to be creditable, foreign income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Spanish income tax system meets all these requirements. However, the IRS released notices that indicate that the Treasury Department and the IRS are considering amendments to these Treasury regulations and provide relief from certain of their provisions for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). U.S. Holders should consult their tax advisors regarding the availability of foreign tax credits in their particular circumstances. Instead of claiming a credit, the U.S. Holder may, at its election and subject to applicable limitations, deduct such Spanish taxes in computing its U.S. federal taxable income. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.
Sale or Other Disposition of ADSs or Shares
For U.S. federal income tax purposes, gain or loss realized by a U.S. Holder on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss in an amount equal to the difference between the U.S. Holder’s tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will be long-term capital gain or loss if the U.S. Holder held the ordinary shares or ADSs for more than one year at the time of disposition. The deductibility of capital losses is subject to limitations. Gain or loss, if any, will generally be U.S. source for foreign tax credit purposes. Under certain Treasury regulations, you generally will be precluded from claiming a foreign tax credit with respect to Spanish income taxes on gains from dispositions of ADSs or ordinary share. However, as discussed above under “—Taxation of Distributions”, the IRS released notices that provide relief from certain of the provisions of these Treasury regulations (including the limitation described in the preceding sentence) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). However, even if these Treasury regulations do not prohibit you from claiming a foreign tax credit with respect to Spanish taxes on disposition gains, other limitations under the foreign tax credit rules may preclude you from claiming a foreign tax credit with respect to such Spanish taxes.
Passive Foreign Investment Company Rules
Based upon certain proposed Treasury regulations, which are proposed to be effective for taxable years beginning after December 31, 1994 (“Proposed Regulations”) and upon which taxpayers are currently permitted to rely, we believe that we were not a PFIC for U.S. federal income tax purposes for our 2023 taxable year. However, since our PFIC status depends upon the composition of our income and assets and the market value of our assets (including, among others, less than 25% owned equity investments) from time to time and since there is no guarantee that the Proposed Regulations will be adopted in their current form and because the manner of the application of the Proposed Regulations is not entirely clear, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we were treated as a PFIC for any taxable year during which a U.S. Holder held ADSs or ordinary shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of an ADS or an ordinary share would be allocated ratably over the U.S. Holder’s holding period for the ADS or the ordinary share. The amounts allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable for that taxable year, and an interest charge would be imposed on the amount of tax allocated to such taxable year. The same treatment would apply to distributions received by a U.S. Holder on its ordinary shares or ADSs in a taxable year to the extent that such distributions exceed 125% of the average of the annual distributions on the ordinary shares or ADSs received during the preceding three taxable years or the U.S. Holder’s holding period, whichever is shorter. In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or the prior taxable year, the favorable tax rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply. Certain elections may be available (including a mark-to-market election) that may provide alternative tax treatments. U.S. Holders should consult their tax advisors regarding whether we are or were a PFIC, the potential application of the PFIC rules to their ownership and disposition of ordinary shares or ADSs, whether any elections for alternative treatment would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances. If we were a PFIC for any taxable year during which a U.S. Holder owned our shares, the U.S. Holder would generally be required to file IRS Form 8621 with their annual U.S. federal income tax returns, subject to certain exceptions.
Information Reporting and Backup Withholding
Information returns may be filed with the IRS in connection with payments of dividends on, and the proceeds from a sale or other disposition of, ADSs or ordinary shares. A U.S. Holder may be subject to U.S. backup withholding on these payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals or specified entities may be required to report information relating to securities of non-U.S. companies, or non-U.S. accounts through which they are held. U.S. Holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership or disposition of ordinary shares or ADSs.
F. Dividends and Paying Agents
Not Applicable.
G. Statement by Experts
Not Applicable.
H. Documents on Display
We are subject to the information requirements of the Exchange Act, except that as a foreign private issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC. Reports and other information filed or furnished by BBVA with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005, on which BBVA’s ADSs are listed. In addition, the SEC maintains a web site that contains information filed or furnished electronically with the SEC, which can be accessed over the internet at http://www.sec.gov. Except as otherwise expressly indicated herein, any such information does not form part of this Annual Report on Form 20-F.
I. Subsidiary Information
Not Applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk, see Notes 7.4 and 7.3 to our Consolidated Financial Statements.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not Applicable.
B. Warrants and Rights
Not Applicable.
C. Other Securities
Not Applicable.
D. American Depositary Shares
Our ADSs are listed on the New York Stock Exchange under the symbol “BBVA”. The Bank of New York Mellon is the depositary (the “Depositary”) issuing ADSs pursuant to an amended and restated deposit agreement dated June 29, 2007 among BBVA, the Depositary and the holders from time to time of ADSs (the “Deposit Agreement”). Each ADS represents the right to receive one share. The table below sets forth the fees payable, either directly or indirectly, by a holder of ADSs as of the date of this Annual Report.
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| Category |
Depositary Actions |
Associated Fee / By Whom Paid |
| (a) Depositing or substituting the underlying shares |
Issuance of ADSs |
Up to $5.00 for each 100 ADSs (or portion thereof) delivered (charged to person depositing the shares or receiving the ADSs) |
| (b) Receiving or distributing dividends |
Distribution of cash dividends or other cash distributions; distribution of share dividends or other free share distributions; distribution of securities other than ADSs or rights to purchase additional ADSs |
Not applicable |
| (c) Selling or exercising rights |
Distribution or sale of securities |
Not applicable
|
| (d) Withdrawing an underlying security |
Acceptance of ADSs surrendered for withdrawal of deposited securities |
Up to $5.00 for each 100 ADSs (or portion thereof) surrendered (charged to person surrendering or to person to whom withdrawn securities are being delivered)
|
| (e) Transferring, splitting or grouping receipts |
Transfers, combining or grouping of depositary receipts |
Not applicable
|
| (f) General depositary services, particularly those charged on an annual basis |
Other services performed by the Depositary in administering the ADSs |
Not applicable
|
| (g) Expenses of the Depositary |
Expenses incurred on behalf of holders in connection with
a.stock transfer or other taxes (including Spanish income taxes) and other governmental charges;
b.cable, telex and facsimile transmission and delivery charges incurred at request of holder of ADS or person depositing shares for the issuance of ADSs;
c.transfer, brokerage or registration fees for the registration of shares or other deposited securities on the share register and applicable to transfers of shares or other deposited securities to or from the name of the custodian;
d.reasonable and customary expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars
|
Expenses payable by holders of ADSs or persons depositing shares for the issuance of ADSs; expenses payable in connection with the conversion of foreign currency into U.S. dollars are payable out of such foreign currency |
The Depositary may remit to us all or a portion of the fees charged for the reimbursement of certain of the expenses we incur in respect of the ADS program established pursuant to the Deposit Agreement upon such terms and conditions as we may agree from time to time. In the year ended December 31, 2023, the Depositary reimbursed us $605,291 with respect to certain fees and expenses. The table below sets forth the types of expenses that the Depositary has agreed to reimburse and the amounts reimbursed in 2023.
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|
| Category of Expenses |
Amount Reimbursed in the year ended December 31, 2023 |
|
(In Dollars) |
| NYSE Listing Fees |
288,307 |
| Investor Relations Marketing |
77,190 |
| Professional Services |
46,488 |
| Annual General Shareholders’ Meeting Expenses |
192,768 |
| Other |
537 |
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not Applicable.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not Applicable.
ITEM 15. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of December 31, 2023, BBVA, under the supervision and with the participation of BBVA’s management, including our Group Executive Chairman, Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). There are inherent limitations to the effectiveness of any control system, including disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.
Based upon their evaluation, BBVA’s Group Executive Chairman, Chief Executive Officer and Chief Financial Officer concluded that BBVA’s disclosure controls and procedures are effective at a reasonable assurance level in ensuring that information relating to BBVA, including its consolidated subsidiaries, required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to the management, including principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of BBVA is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. BBVA’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of BBVA;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of BBVA’s management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of BBVA’s management, including our Group Executive Chairman, Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, our management concluded that, as of December 31, 2023 our internal control over financial reporting was effective based on those criteria.
Changes in Internal Control Over Financial Reporting
There have been no changes in BBVA’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which have materially affected or are reasonably likely to materially affect BBVA’s internal control over financial reporting during the year ended December 31, 2023.
Our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young, S.L., an independent registered public accounting firm, as stated in their report which follows below.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A.:
Opinion on Internal Control Over Financial Reporting
We have audited Banco Bilbao Vizcaya Argentaria, S.A.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Banco Bilbao Vizcaya Argentaria, S.A. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, recognized income and expense, changes in equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated March 1, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young, S.L.
Madrid, Spain
March 1, 2024
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Regulations of the Audit Committee establish that committee members will be appointed by the Board of Directors, seeking to ensure that they possess the necessary dedication, skills and experience to carry out their duties. In any event, at least one member will be appointed taking into account his or her knowledge and experience in accounting, auditing or both. As a whole, the Committee members will possess relevant technical knowledge in the financial sector.
We have determined that Mr. José Miguel Andrés Torrecillas, current Chair of the Audit Committee, and the Audit Committee members Mr. Jaime Félix Caruana Lacorte, Mrs. Sonia Lilia Dulá and Mrs. Ana Cristina Peralta Moreno are “audit committee financial experts” as such term is defined by the SEC.
Moreover, all the members of the Audit Committee (Mr. José Miguel Andrés Torrecillas, Mr. Jaime Félix Caruana Lacorte, Mrs. Sonia Lilia Dulá, Mrs. Connie Hedegaard Koksbang, Mrs. Lourdes Máiz Carro and Mrs. Ana Cristina Peralta Moreno) are independent within the meaning of Rule 10A-3 under the Exchange Act.
ITEM 16B. CODE OF ETHICS
The BBVA Group Code of Conduct, which was updated by the Board of Directors on February 9, 2022, applies to all companies and persons which form part of the BBVA Group. This Code sets out the standards of behavior that should be adhered to so that the Group’s conduct towards its customers, colleagues and the society be consistent with BBVA’s values. The BBVA Group Code of Conduct can be found on BBVA’s website at www.bbva.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table provides information on the aggregate fees paid and payable to our independent registered public accounting firm (Ernst & Young, S.L., Madrid, Spain, Auditor Firm ID 1461), and its worldwide affiliates, by type of service rendered for the periods indicated.
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|
|
Year ended December 31, |
| Services Rendered |
2023 |
2022 |
|
(In Millions of Euros) |
| Audit Fees (1) |
28.5 |
25.0 |
| Audit-Related Fees (2) |
1.5 |
0.9 |
| Tax Fees (3) |
— |
— |
| All Other Fees (4) |
0.1 |
— |
| Total |
30.1 |
25.9 |
(1)Aggregate fees paid and payable by BBVA for professional services rendered by our principal accountant (Ernst & Young, S.L., Madrid, Spain, Auditor Firm ID 1461) and its worldwide affiliates for the audit of BBVA’s annual financial statements, review of interim financial statements, SEC regulatory filings or services that are normally provided by our principal accountants and their worldwide affiliates in connection with statutory and regulatory filings or engagements for the relevant fiscal year.
(2)Aggregate fees paid and payable by BBVA for assurance and related services by our principal accountant (Ernst & Young, S.L., Madrid, Spain, Auditor Firm ID 1461) and its worldwide affiliates that are reasonably related to the performance of the audit or review of BBVA’s financial statements and are not reported under (1) above. This includes work related to the corporate social responsibility report of certain Group entities and certain regulatory work rendered by the independent auditor.
(3)Aggregate fees paid and payable by BBVA for professional services rendered by our principal accountant (Ernst & Young, S.L., Madrid, Spain, Auditor Firm ID 1461) and its worldwide affiliates for tax compliance, tax advice, and tax planning.
(4)Aggregate fees paid and payable by BBVA for products and services provided by our principal accountant (Ernst & Young, S.L., Madrid, Spain, Auditor Firm ID 1461) and its worldwide affiliates other than the services reported in (1), (2) and (3) above. Services in this category consisted primarily of consultancy and implementation of new regulation.
The fees of our independent registered public accounting firms are recorded under “Other administrative expense” in our consolidated income statements for the relevant years.
The Audit Committee’s Pre-Approval Policies and Procedures
In order to assist in ensuring the independence of our external auditor, the regulations of our Audit Committee provides that our external auditor is generally prohibited from providing us with non-audit services, other than under the specific circumstance described below. For this reason, our Audit Committee has developed a pre-approval policy regarding the contracting of BBVA’s external auditor, or any affiliate of the external auditor, for professional services. The professional services covered by such policy include audit and non-audit services provided to BBVA or any of its subsidiaries reflected in agreements dated on or after May 6, 2003.
The pre-approval policy is as follows:
1.The hiring of BBVA’s external auditor or any of its affiliates is prohibited, unless there is no other firm available to provide the needed services at a comparable cost and that could deliver a similar level of quality.
2.In the event that there is no other firm available to provide needed services at a comparable cost and delivering a similar level of quality, the external auditor (or any of its affiliates) may be hired to perform such services, but only with the pre-approval of the Audit Committee.
3.The Chairman of the Audit Committee has been delegated the authority to approve the hiring of BBVA’s external auditor (or any of its affiliates). In such an event, however, the Chairman would be required to inform the Audit Committee of such decision at the Committee’s next meeting.
4.The hiring of the external auditor for any of BBVA’s subsidiaries must also be pre-approved by the Audit Committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not Applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The below table shows the purchases of BBVA shares made by or on behalf of BBVA or any affiliated purchaser during 2023.
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| 2023 |
Total Number of Shares Purchased (1) |
Average Price Paid per Share in Euro |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
Maximum Number (or Approximate Euro Value) of Shares that May Yet Be Purchased Under the Plans or Programs (3) |
| January |
10,793,047 |
6.23 |
— |
— |
| February |
21,865,494 |
6.79 |
— |
— |
| March |
57,031,579 |
6.46 |
30,000,000 |
€229,495,519 |
| April |
39,694,119 |
6.63 |
34,643,559 |
— |
| May |
8,021,017 |
6.36 |
— |
— |
| June |
3,464,841 |
6.74 |
— |
— |
| July |
3,838,086 |
7.10 |
— |
— |
| August |
10,886,588 |
7.02 |
— |
— |
| September |
8,647,332 |
7.25 |
— |
— |
| October |
72,678,095 |
7.61 |
66,000,000 |
€498,130,352 |
| November |
62,913,165 |
8.10 |
61,532,625 |
— |
| December |
2,049,365 |
7.75 |
— |
— |
| Total |
301,882,728 |
7.18 |
192,176,184 |
|
(1)All of the purchases made in January 2023, February 2023, in the period from May to September 2023 (both inclusive) and in December 2023, as well as the purchase of 27,031,579, 5,050,560, 6,678,095 and 1,380,540 shares in March, April, October and November 2023, respectively, were made other than through a publicly announced plan or program and were made in open-market transactions.
(2)Refers to the number of shares purchased under the share buyback program in the relevant month. See “—Share Buyback Programs”.
(3)Refers to the approximate euro value of shares yet to be purchased under the share buyback program as of the end of the relevant month. See “—Share Buyback Programs”. As of March 31 and October 31, 2023, the dollar value of such shares was approximately $250 million (based on a euro/dollar exchange rate on March 31, 2023 of €1.00=$1.09) and $529 million (based on a euro/dollar exchange rate on October 31, 2023 of €1.00=$1.06), respectively.
During 2023, 302,981,517 shares were disposed of for an average price of €7.14 per share. In addition, 192,176,184 shares were cancelled pursuant to the share capital reductions that were announced on June 2, 2023 and December 19, 2023.
Share Buyback Programs
Two share buyback programs were executed in 2023, and respective buyback programs were also executed in 2022 and 2021. In addition, on March 1, 2024, after receiving the required authorization from the ECB, BBVA announced that it would implement a further buyback program for the repurchase of own shares, aimed at reducing BBVA’s share capital by a maximum monetary amount of €781 million. The program will be executed externally through Citigroup Global Markets Europe AG, starting on March 4, 2024. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends—Share Buyback Programs”.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 16G. CORPORATE GOVERNANCE
Compliance with NYSE Listing Standards on Corporate Governance
On November 4, 2003, the SEC approved rules proposed by the New York Stock Exchange (the “NYSE”) intended to strengthen corporate governance standards for listed companies. In compliance therewith, the following is a summary of the significant differences between our corporate governance practices and those applicable to domestic issuers under the NYSE listing standards.
Independence of the Directors on the Board of Directors and Board Committees
Under the NYSE corporate governance rules, (i) a majority of a U.S. company’s board of directors must be composed of independent directors, (ii) all members of the audit committee must be independent and (iii) all U.S. companies listed on the NYSE must have a compensation committee and a nominations committee and all members of such committees must be independent. In each case, the independence of directors must be established pursuant to highly detailed rules promulgated by the NYSE and, in the case of the audit committee, the NYSE and the SEC.
The Spanish Corporate Enterprises Act sets out a definition of what constitutes independence for the purpose of board or committee membership. Such definition is in line with the definition provided by our Board of Directors Regulations.
In addition, pursuant to the Spanish Corporate Enterprises Act, listed companies shall have, at least, an audit committee and an appointments and remuneration committee. This Act also establishes that such committees (i) shall be composed exclusively of non-executive directors, (ii) shall have a majority of independent directors (in the case of the audit committee) or at least two of their members shall be independent directors (in the case of the appointments and remuneration committee) and (iii) they shall be chaired by an independent director.
Likewise, Law 10/2014, which completes the transposition of CRD IV into Spanish legislation, includes rules on corporate governance, among others, as regards board committees and their membership, establishing that the remuneration committee, the appointments committee and risk committee shall be composed of non-executive directors and at least one third of their members shall be independent and, in any event, the chair of these committees shall also be an independent director.
Moreover, pursuant to the Good Governance Code for Listed Companies of the CNMV, which includes non-binding recommendations applicable to listed companies in Spain, under the comply or explain principle: (i) independent directors must represent, at least, half of the total board members; (ii) the majority of the members of the appointments and remuneration committee must be independent; and (iii) companies with high market capitalization must have two separate committees, an appointments committee and a remuneration committee.
Pursuant to Article 1 of our Board of Directors Regulations, BBVA considers that independent directors are non-executive directors appointed based on their personal and professional qualities and who may perform their duties without being constrained by their relationship with the Company, or its Group, significant shareholders or managers. Directors may not be considered independent in any of the following situations:
a) They have been employees or have been executive directors of Group companies in the last three or five years, respectively.
b) They receive from the Bank, or from Group companies, any amount or benefit for any item other than director’s remuneration, except for those amounts which are not significant for such director. For the purposes of this item, neither dividends nor pension allowances received by directors relating to their previous professional or employment relations will be taken into account, provided that said allowances are unconditional in nature and, therefore, the company that provides said allowances may not suspend, modify or revoke their accrual at its discretion without breaching its obligations.
c) They are, or have been in the past three years, a partner of an external auditor or have been responsible during this time for the auditor’s report for the Company or any other company within its Group.
d) They are executive directors or senior managers of another company for which an executive director or senior manager of the Company is an external director.
e) They have, or have had over the last year, a significant business relationship with the Bank or any company within its Group, whether in their own name or as a significant shareholder, director or senior manager of a company that has, or has had, such a relationship. Business relationships include supplying goods or services, including financial services, as well as acting as an adviser or consultant.
f) They are significant shareholders, executive directors or senior managers of a company that receives, or has received in the past three years, donations from the Company or from its Group. Those who are simply trustees of a foundation receiving donations will not be considered to be included in this category.
g) They are spouses, partners in a similar relationship of affection or relatives up to the second degree of an executive director or senior manager of the Company.
h) They have not been proposed for appointment or renewal by the Appointments and Corporate Governance Committee.
i) They have been directors for a continuous period of more than twelve years.
j) In relation to a significant shareholder or shareholder represented on the Board of Directors, any of the circumstances referred to in items (a), (e), (f) or (g) above shall apply. In the event of the kinship relations referred to in item (g), the limitation will apply not only to the shareholder, but also to any proprietary directors of the company in which shares are held.
The directors with a shareholding in the Company may be considered independent provided that they do not meet the conditions above and, in addition, that their shareholding is not legally regarded as significant.
As of the date of this Annual Report, 13 of the 15 members of our Board of Directors are non-executive directors and ten out of the 15 members of our Board are independent under the definition of independence described above, which is in line with the definition provided by the Spanish Corporate Enterprises Act.
In addition, our Audit Committee is composed exclusively of independent directors and the Committee chair has experience in accounting, auditing and technical knowledge in the financial sector, in accordance with the specific regulations of the Audit Committee. Our Risk and Compliance Committee is composed exclusively of non-executive directors, the majority of whom (including its chair) are independent directors. Also, in accordance with the Spanish Corporate Enterprises Act and with corporate governance non-binding recommendations, our Board of Directors has two separate committees: an Appointments and Corporate Governance Committee and a Remuneration Committee, which are composed exclusively of non-executive directors, the majority of whom (including their chairs) are independent directors.
Separate Meetings for Independent Directors
In accordance with the NYSE corporate governance rules, independent directors must meet periodically outside of the presence of the executive directors. Under Spanish law, this requirement is not contemplated as such. We note, however, that our non-executive directors meet periodically outside the presence of our executive directors every time a committee with oversight functions meets, since these committees are comprised solely of non-executive directors. Furthermore, the Board of Directors has appointed a Lead Director with powers to coordinate and meet with the non-executive directors, among other faculties conferred by applicable law and in Article 21 of our Board of Directors Regulations. The Lead Director also maintains ongoing contact, holds meetings and has conversations with other Bank directors in order to seek their opinions on the corporate governance and operation of the Bank’s corporate bodies. In addition, in accordance with Article 37 of the Board of Directors Regulations, the Lead Director coordinated during 2023 monthly meetings with non-executive directors, which took place following the meetings of the Board of Directors.
Code of Ethics
The NYSE listing standards require U.S. companies to adopt a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. For information with respect to BBVA’s code of business conduct and ethics see “Item 16 B. Code of Ethics”.
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
ITEM 16J. INSIDER TRADING POLICIES
Not Applicable.
ITEM 16K. CYBERSECURITY
Cybersecurity Risk Management
Risk Management and Strategy
At BBVA, cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program provides a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers, and is designed to facilitate coordination across different departments of the Group in the handling of such cybersecurity threats and incidents. This framework includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat, including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and, as later explained in greater detail, informing management and our Board of Directors of material cybersecurity threats and incidents. Our cybersecurity risk management program is regularly updated to align with industry best practices established by internationally accepted security standards and its effectiveness in mitigating the risks that the Group is exposed to is periodically assessed.
For BBVA, cybersecurity is not only a strategic priority, but also one of the main elements in the digital transformation of the Bank. BBVA’s Corporate Security Area is responsible for ensuring adequate information security management by establishing security policies, procedures and controls that bolster the security of the Group’s global infrastructures, digital channels and payment methods following a holistic and threat intelligence-led approach, where a program has been designed for each of the four fundamental pillars of BBVA’s security strategy: cybersecurity, data protection, physical security and security in business processes and fraud management, with the aim to reduce the risks identified in the risk taxonomy defined by the Group.
As cyberattacks evolve and become more sophisticated, the Group has strengthened its prevention and monitorization efforts. During the past few years, cybersecurity and information security measures have been reinforced with the aim to ensure an adequate protection of BBVA’s information and the assets supporting business processes. Security measures adopted in the past few years include measures intended to: (i) ensure end-to-end protection of business processes, considering logical and physical security, privacy and fraud management concerns, (ii) ensure compliance with the security and privacy by design principles; and (iii) improve client access control and authentication services related to online services, from a security and user experience perspective, including by enhancing the use of facial biometrics, behavioral biometrics, advanced analytics models and the implementation of dynamic Card Verification Values (CVV).
Further, system monitoring capabilities, as well as incident prevention, detection and response capabilities have also been strengthened through the use of integrated information sources, improved analytical capabilities and automated platforms, improving information security management from a preventive and proactive approach.
The Global Computer Emergency Response Team (CERT) is the Group’s first line of detection and response to cyberattacks aimed at global users and the Group’s infrastructure. The Global CERT, which is based in Madrid, operates 24x7 and provides services in all countries where the Group operates, with operation lines dedicated to fraud and cybersecurity. The Global CERT receives information on cybersecurity threats from our Threat Intelligence Unit. Both of them are part of the Corporate Security Area.
BBVA routinely reviews, reinforces and tests its security processes and procedures through simulation exercises in the areas of physical security and digital security. Specialized teams periodically perform security technical tests in order to detect and correct possible security vulnerabilities. These tests include technical tests of technological platforms as well as malicious users’ simulated attacks performed by the “red team”. The outcome of such exercises is a fundamental part of a feedback process designed to improve the Group’s cybersecurity strategies. Both the Corporate Security Area and the Risk Control Area engage third-party security experts for risk assessments and system enhancements.
In addition, BBVA continuously carries out training and awareness initiatives related to security and privacy, promoting training and awareness campaigns for BBVA’s employees, clients and society, through the BBVA app, online channels and social networks. Some of the topics covered include protection of personal information, secure password management, device protection (laptops, smartphones, etc.), social engineering (phishing, smishing, vishing), malware and other technical attacks detection, detection of scams, security on online purchases and how to react if there is a security incident.
In 2023, we did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Item 3. Key Information—Risk Factors—Operational Risks—Attacks, failures or deficiencies in the Group’s procedures, systems and security or those of third parties to which the Group is exposed could have a material adverse effect on the Group’s business, financial condition and results of operations, and could harm its reputation”.
Governance
Our Board of Directors has overall oversight responsibility for our risk management, and is assisted by the Board’s Technology and Cybersecurity Committee in the oversight of technological risk and cybersecurity management and in monitoring the Group’s technological and cybersecurity strategies. This Committee, which meets every two months, is one of the main elements of our risk management governance model. It is responsible for the oversight of the Group’s technological and cybersecurity strategies and is informed by the Chief Security Officer (“CSO”) of technological and cybersecurity performance and of any incidents that have arisen. The Committee keeps the Board of Directors informed of the main technological and cybersecurity risks to which the Group is exposed, as well as current cybersecurity and technological trends and any relevant security event that can affect the BBVA Group. For a description of the functions of the Technology and Cybersecurity Committee, see “Item 6. Directors, Senior Management and Employees—Board Practices—Committees— Technology and Cybersecurity Committee”.
The risk management process includes lines of action related to the adequate training of BBVA’s Board members in the area of cybersecurity and incident management, as well as the periodic performance of global and local simulation exercises in order to raise the level of training and awareness of the Board of Directors and certain key personnel and ensure an immediate and effective response in case of a security breach.
Further, BBVA’s Corporate Security Area and the Risk Control Area, based in Madrid, are responsible for identifying and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our CSO, who receives reports from our cybersecurity team (which is part of the Corporate Security Area) and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Both the Corporate Security Area and the Risk Control Area engage third-party security experts for risk assessments and system enhancements.
Our CSO and certain of the personnel of the Corporate Security Area have obtained internationally recognized certifications such as ISACA, Certified Information Systems Auditor (“CISA”), Certified Information Security Manager (“CISM”), Certified in Risk and Information Systems Control (“CRISC”), Certified Data Privacy Solutions Engineer (“CDPSE”), SANS Institute Certifications (GIAC Security Essentials, GIAC Certified Incident Handler Certification, GIAC Strategic Planning Policy and Leadership), Certified Information Systems Security Professional (“CISSP”) and ISO Certifications (ISO 27001 Lead Auditor), among others, and consist of experienced information systems security professionals and information security managers with the experience and capabilities required for their security functions. The CSO regularly reports to BBVA´s Internal Control & Operational Risk Committee on the Group’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports to them every two months that cover, among other topics, third-party assessments of the Group’s cybersecurity programs, developments in cybersecurity and updates to the Group’s cybersecurity programs and mitigation strategies.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of responding to this Item.
ITEM 18. FINANCIAL STATEMENTS
Please see pages F-1 through F-227.
ITEM 19 EXHIBITS
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Exhibit
Number |
Description |
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| 1.1 |
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| 2.1 |
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| 4.1 |
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| 8.1 |
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| 12.1 |
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| 12.2 |
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| 12.3 |
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| 13.1 |
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| 15.1 |
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| 15.2 |
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| 97 |
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| 101 |
Inline XBRL Instance Document — the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT |
| 101.CAL |
Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT |
| 101.DEF |
Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT |
| 101.LAB |
Inline XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT |
| 101.PRE |
Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT |
| 104 |
Cover Page Interactive Data File — the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
(*) Incorporated by reference to BBVA’s report on Form 6-K submitted on February 9, 2024 (SEC Accession No. 0001193125-24-030126), excluding the following sections of the Annual Report on the Remuneration of BBVA Directors: (i) “Executive summary of remunerations 2023” and (ii) section 4.3 B.(a) - “Annual Variable Remuneration 2023”.
(**) See also “Item 4. Information on the Company—Organizational Structure”.
We will furnish to the Commission, upon request, copies of any unfiled instruments that define the rights of holders of our long-term debt.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and had duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
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| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. |
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| By: |
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/s/ María Luisa Gómez Bravo |
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| Name: |
María Luisa Gómez Bravo |
| Title: |
Chief Financial Officer |
Date: |
March 1, 2024 |
Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firms for the years 2023, 2022 and 2021
Contents
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
APPENDICES
GLOSSARY
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Banco Bilbao Vizcaya Argentaria, S.A. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, recognized income and expense, changes in equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2024 expressed an unqualified opinion thereon.
Adoption of IFRS 17 Insurance Contracts
As discussed in Note 1.3 to the consolidated financial statements, the Company changed its method of accounting for insurance and reinsurance contracts, due to the adoption of IFRS 17 Insurance Contracts in 2023, which includes the recognition in 2022 of the retrospective effects of adoption.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Expected credit losses related to loans and advances to customers
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Description of the Matter |
As discussed in Note 7 to the consolidated financial statements, the Company’s expected credit losses (ECL) related to loans and advances to customers was €11,316 million as of December 31, 2023. The recognition and measurement of ECL is complex and involves the use of significant analysis and estimation, including formulation and incorporation of forward-looking economic conditions into the ECL model.
Auditing the assessment of the ECL related to loans and advances to customers involved subjective and complex auditor judgment as well as specialized skills and knowledge, due to significant measurement uncertainty, including: (i) the Company’s overall methodology for estimating ECL related to loans and advances to customers, inclusive of the models and significant assumptions used to estimate the probability of default (PD), exposure at default (EAD) and loss given default (LGD), (ii) the need for and measurement of certain qualitative adjustments to the collective ECL, (iii) the significant assumptions used to estimate the ECL for certain individually evaluated loans, including the present value of estimated future cashflows and the estimation of the recoverable amount of collateral, (iv) the complexity of mathematical calculations of the ECL of loans collectively and individually evaluated for impairment, and (v) the maintenance of updated and accurate relevant underlying data and assumptions, including forward-looking information that could be affected by future economic conditions.
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How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s ECL assessment process related to loans and advances to customers, which included controls over management’s review of the data, models and assumptions used in the estimation process, including adjustments to the models.
Our audit procedures, in which we involved professionals with specialized skills and knowledge, included, among others, evaluating the Company’s ECL methodology and evaluating a sample of models used in calculating the PD, EAD and LGD and of the assumptions incorporated into the models by management by inspecting model documentation and assessing the theoretical soundness and ongoing performance of the models. We assessed the need for and measurement of certain qualitative adjustments to the ECL by inspecting the documentation supporting the adjustment and evaluated the inputs and assumptions used by management and recalculated the amounts measured. We recalculated the ECL for a sample of collective models and a sample of loans individually evaluated for impairment, including the present value of estimated future cashflows. We also tested the accuracy of underlying relevant data for a sample of loans by comparing them to contractual documentation and, for the forward-looking information, developing independent estimates of future economic conditions and comparing them to management’s estimates.
We also involved our valuation specialists, who assisted in testing the significant assumptions used to estimate the ECL for a sample of individually evaluated loans, by comparing management’s estimated recoverable amount of collateral to an independent range of estimates for a sample of collaterals.
We assessed the adequacy of the related disclosures in the Company’s consolidated financial statements, against the requirements of IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures.
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Measurement of fair value of certain financial instruments
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Description of the Matter |
As discussed in Note 8 to the consolidated financial statements, the Company has recorded €214,421 million of financial assets measured at fair value (of which €127,262 million were classified as Level 2 and €4,264 million were classified as Level 3) and €137,639 million of financial liabilities measured at fair value (of which €120,041 million were classified as Level 2 and €3,467 million were classified as Level 3) as of December 31, 2023. Fair value measurement of Level 2 and Level 3 financial instruments is based on valuation techniques, hypothesis and observable and unobservable inputs.
We identified as a critical audit matter the measurement of fair value of those financial instruments classified as Level 2 and Level 3 that require complex valuation techniques that use observable and unobservable market inputs and involve the application of management judgement, as further disclosed in note 8.1. Specifically, there was a high degree of subjectivity and judgment involved in evaluating the models and methodologies used to estimate the fair value of these financial instruments. Subjective auditor judgment was also required to evaluate the models’ significant inputs and/or assumptions, which were not directly observable in financial markets, such as certain interest rates, correlations and volatility inputs.
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How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over the Company’s fair value measurement of Level 2 and Level 3 financial instruments assessment process. For example, management’s controls over the development and approval and/or reassessment of the Company’s valuation models and methodologies.
Our audit procedures, in which we involved our valuation specialists, included, among others, evaluating the Company’s valuation models and methodologies by performing an independent revaluation of a sample of Level 2 and Level 3 financial instruments, using independent models and inputs, and comparing our estimate to the Company’s fair value estimate.
We assessed the adequacy of the related disclosures in the Company’s consolidated financial statements, against the requirements of IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement.
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/s/ Ernst & Young, S.L.
We have served as the Company’s auditor since 2022.
Madrid, Spain
March 1, 2024
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Banco Bilbao Vizcaya Argentaria, S.A.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Banco Bilbao Vizcaya Argentaria, S.A. and subsidiaries (the Company) as of December 31, 2021, the related consolidated statements of income, recognized income and expense, changes in equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ KPMG Auditores, S.L.
We served as the Company’s auditor from 2017 to 2021.
Madrid, Spain
March 4, 2022
Consolidated balance sheets as of December 31, 2023, 2022 and 2021
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| ASSETS (Millions of Euros) |
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Notes |
2023 |
2022 |
2021 |
| CASH, CASH BALANCES AT CENTRAL BANKS AND OTHER DEMAND DEPOSITS |
9 |
75,416 |
79,756 |
67,799 |
| FINANCIAL ASSETS HELD FOR TRADING |
10 |
141,042 |
110,671 |
123,493 |
| Derivatives |
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34,293 |
39,908 |
30,933 |
| Equity instruments |
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4,589 |
4,404 |
15,963 |
| Debt securities |
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28,569 |
24,367 |
25,790 |
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| Loans and advances to central banks |
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2,809 |
1,632 |
3,467 |
| Loans and advances to credit institutions |
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56,599 |
25,231 |
31,916 |
| Loans and advances to customers |
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14,182 |
15,130 |
15,424 |
| NON-TRADING FINANCIAL ASSETS MANDATORILY AT FAIR VALUE THROUGH PROFIT OR LOSS |
11 |
8,737 |
6,888 |
6,086 |
| Equity instruments |
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7,963 |
6,511 |
5,303 |
| Debt securities |
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484 |
129 |
128 |
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| Loans and advances to customers |
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290 |
247 |
655 |
| FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS |
12 |
955 |
913 |
1,092 |
| Debt securities |
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955 |
913 |
1,092 |
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| FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
13 |
62,205 |
65,374 |
60,421 |
| Equity instruments |
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1,217 |
1,198 |
1,320 |
| Debt securities |
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60,963 |
64,150 |
59,074 |
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| Loans and advances to credit institutions |
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26 |
26 |
27 |
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| FINANCIAL ASSETS AT AMORTIZED COST |
14 |
451,732 |
414,421 |
372,676 |
| Debt securities |
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49,462 |
36,639 |
34,781 |
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| Loans and advances to central banks |
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7,151 |
4,401 |
5,681 |
| Loans and advances to credit institutions |
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17,477 |
16,031 |
13,276 |
| Loans and advances to customers |
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377,643 |
357,351 |
318,939 |
| DERIVATIVES - HEDGE ACCOUNTING |
15 |
1,482 |
1,891 |
1,805 |
| FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK |
15 |
(97) |
(148) |
5 |
| JOINT VENTURES AND ASSOCIATES |
16 |
976 |
916 |
900 |
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| Joint ventures |
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93 |
100 |
152 |
| Associates |
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883 |
816 |
749 |
| INSURANCE AND REINSURANCE ASSETS |
23 |
211 |
183 |
269 |
| TANGIBLE ASSETS |
17 |
9,253 |
8,737 |
7,298 |
| Properties, plant and equipment |
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9,046 |
8,441 |
7,107 |
| For own use |
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8,295 |
7,911 |
6,874 |
| Other assets leased out under an operating lease |
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751 |
530 |
233 |
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| Investment properties |
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207 |
296 |
191 |
|
|
|
|
|
| INTANGIBLE ASSETS |
18 |
2,363 |
2,156 |
2,197 |
| Goodwill |
|
795 |
707 |
818 |
| Other intangible assets |
|
1,568 |
1,449 |
1,379 |
| TAX ASSETS |
19 |
17,501 |
16,725 |
15,850 |
| Current tax assets |
|
2,860 |
1,978 |
932 |
| Deferred tax assets |
|
14,641 |
14,747 |
14,917 |
| OTHER ASSETS |
20 |
2,859 |
2,586 |
1,934 |
| Insurance contracts linked to pensions |
|
— |
— |
— |
| Inventories |
|
276 |
325 |
424 |
| Other |
|
2,583 |
2,260 |
1,510 |
| NON-CURRENT ASSETS AND DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE |
21 |
923 |
1,022 |
1,061 |
| TOTAL ASSETS |
3 / 6 |
775,558 |
712,092 |
662,885 |
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated balance sheets as of December 31, 2023, 2022 and 2021 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY (Millions of Euros) |
|
|
|
|
|
Notes |
2023 |
2022 |
2021 |
| FINANCIAL LIABILITIES HELD FOR TRADING |
10 |
121,715 |
95,611 |
91,135 |
| Derivatives |
|
33,045 |
37,909 |
31,705 |
| Short positions |
|
15,735 |
13,487 |
15,135 |
| Deposits from central banks |
|
6,397 |
3,950 |
11,248 |
| Deposits from credit institutions |
|
43,337 |
28,924 |
16,176 |
| Customer deposits |
|
23,201 |
11,341 |
16,870 |
|
|
|
|
|
|
|
|
|
|
| FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS |
12 |
13,299 |
10,580 |
9,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits from central banks |
|
— |
— |
— |
| Deposits from credit institutions |
|
— |
— |
— |
| Customer deposits |
|
717 |
700 |
809 |
| Debt certificates issued |
|
3,977 |
3,288 |
3,396 |
| Other financial liabilities |
|
8,605 |
6,592 |
5,479 |
| Memorandum item: Subordinated liabilities |
|
— |
— |
— |
| FINANCIAL LIABILITIES AT AMORTIZED COST |
22 |
557,589 |
529,172 |
487,893 |
|
|
|
|
|
| Deposits from central banks |
|
20,309 |
38,323 |
47,351 |
| Deposits from credit institutions |
|
40,039 |
26,935 |
19,834 |
| Customer deposits |
|
413,487 |
394,404 |
349,761 |
| Debt certificates issued |
|
68,707 |
55,429 |
55,763 |
| Other financial liabilities |
|
15,046 |
14,081 |
15,183 |
| Memorandum item: Subordinated liabilities |
|
15,867 |
12,509 |
14,808 |
| DERIVATIVES - HEDGE ACCOUNTING |
15 |
2,625 |
3,303 |
2,626 |
| FAIR VALUE CHANGES OF THE HEDGED ITEMS IN PORTFOLIO HEDGES OF INTEREST RATE RISK |
15 |
— |
— |
— |
| LIABILITIES UNDER INSURANCE AND REINSURANCE CONTRACTS |
23 |
12,110 |
10,131 |
10,865 |
| PROVISIONS |
24 |
4,924 |
4,933 |
5,889 |
| Pensions and other post-employment defined benefit obligations |
|
2,571 |
2,632 |
3,576 |
| Other long term employee benefits |
|
435 |
466 |
632 |
| Provisions for taxes and other legal contingencies |
|
696 |
685 |
623 |
| Commitments and guarantees given |
|
770 |
770 |
691 |
| Other provisions |
|
452 |
380 |
366 |
| TAX LIABILITIES |
19 |
2,554 |
2,935 |
2,413 |
| Current tax liabilities |
|
878 |
1,415 |
644 |
| Deferred tax liabilities |
|
1,677 |
1,520 |
1,769 |
|
|
|
|
|
| OTHER LIABILITIES |
20 |
5,477 |
4,909 |
3,621 |
|
|
|
|
|
| LIABILITIES INCLUDED IN DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE |
21 |
— |
— |
— |
| TOTAL LIABILITIES |
|
720,293 |
661,575 |
614,125 |
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated balance sheets as of December 31, 2023, 2022 and 2021 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY (Continued) (Millions of Euros) |
|
|
|
|
|
Notes |
2023 |
2022 |
2021 |
| SHAREHOLDERS’ FUNDS |
|
67,955 |
64,535 |
60,383 |
| Capital |
26 |
2,861 |
2,955 |
3,267 |
| Paid up capital |
|
2,861 |
2,955 |
3,267 |
| Unpaid capital which has been called up |
|
— |
— |
— |
| Share premium |
27 |
19,769 |
20,856 |
23,599 |
| Equity instruments issued other than capital |
|
— |
— |
— |
| Other equity |
|
40 |
63 |
60 |
| Retained earnings |
28 |
36,237 |
32,711 |
31,841 |
| Revaluation reserves |
|
— |
— |
— |
| Other reserves |
28 |
2,015 |
2,345 |
(1,857) |
| Reserves or accumulated losses of investments in joint ventures and associates |
|
(237) |
(221) |
(247) |
| Other |
|
2,252 |
2,566 |
(1,610) |
| Less: treasury shares |
29 |
(34) |
(29) |
(647) |
| Profit or loss attributable to owners of the parent |
|
8,019 |
6,358 |
4,653 |
| Less: Interim dividends |
4 |
(951) |
(722) |
(532) |
| ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
30 |
(16,254) |
(17,642) |
(16,476) |
| Items that will not be reclassified to profit or loss |
|
(2,105) |
(1,881) |
(2,075) |
| Actuarial gains (losses) on defined benefit pension plans |
|
(1,049) |
(760) |
(998) |
| Non-current assets and disposal groups classified as held for sale |
|
— |
— |
— |
| Share of other recognized income and expense of investments in joint ventures and associates |
|
— |
— |
— |
| Fair value changes of equity instruments measured at fair value through other comprehensive income |
|
(1,112) |
(1,194) |
(1,079) |
| Hedge ineffectiveness of fair value hedges for equity instruments measured at fair value through other comprehensive income |
|
— |
— |
— |
|
|
|
|
|
|
|
|
|
|
| Fair value changes of financial liabilities at fair value through profit or loss attributable to changes in their credit risk |
|
55 |
72 |
2 |
| Items that may be reclassified to profit or loss |
|
(14,148) |
(15,760) |
(14,401) |
| Hedge of net investments in foreign operations (effective portion) |
|
(2,498) |
(1,408) |
(146) |
| Foreign currency translation |
|
(11,419) |
(13,078) |
(14,988) |
| Hedging derivatives. Cash flow hedges (effective portion) |
|
133 |
(447) |
(533) |
| Fair value changes of debt instruments measured at fair value through other comprehensive income |
|
(357) |
(809) |
1,274 |
| Hedging instruments (non-designated items) |
|
— |
— |
— |
| Non-current assets and disposal groups classified as held for sale |
|
— |
— |
— |
| Share of other recognized income and expense of investments in joint ventures and associates |
|
(8) |
(18) |
(9) |
| MINORITY INTERESTS (NON-CONTROLLING INTERESTS) |
31 |
3,564 |
3,623 |
4,853 |
| Accumulated other comprehensive income (loss) |
|
(3,321) |
(3,109) |
(8,414) |
| Other items |
|
6,885 |
6,732 |
13,267 |
| TOTAL EQUITY |
|
55,265 |
50,517 |
48,760 |
| TOTAL EQUITY AND TOTAL LIABILITIES |
|
775,558 |
712,092 |
662,885 |
|
|
|
|
|
| MEMORANDUM ITEM (OFF-BALANCE SHEET EXPOSURES) (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Loan commitments given |
33 |
152,868 |
136,920 |
119,618 |
| Financial guarantees given |
33 |
18,839 |
16,511 |
11,720 |
| Other commitments given |
33 |
42,577 |
39,137 |
34,604 |
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated income statements for the years ended December 31, 2023, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED INCOME STATEMENTS (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Interest and other income |
37.1 |
47,850 |
31,432 |
23,015 |
| Financial assets at fair value through other comprehensive income |
|
3,098 |
3,110 |
1,880 |
| Financial assets at amortized cost |
|
38,328 |
25,258 |
18,364 |
| Other interest income |
|
6,424 |
3,064 |
2,770 |
| Interest expense |
37.2 |
(24,761) |
(12,309) |
(8,329) |
| NET INTEREST INCOME |
|
23,089 |
19,124 |
14,686 |
| Dividend income |
38 |
118 |
123 |
176 |
| Share of profit or loss of entities accounted for using the equity method |
39 |
26 |
21 |
1 |
| Fee and commission income |
40 |
9,899 |
8,260 |
6,997 |
| Fee and commission expense |
40 |
(3,611) |
(2,888) |
(2,232) |
|
|
|
|
|
| Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net |
41 |
76 |
64 |
134 |
| Financial assets at amortized cost |
|
41 |
8 |
27 |
| Other financial assets and liabilities |
|
35 |
56 |
106 |
| Gains (losses) on financial assets and liabilities held for trading, net |
41 |
1,352 |
562 |
341 |
| Reclassification of financial assets from fair value through other comprehensive income |
|
— |
— |
— |
| Reclassification of financial assets from amortized cost |
|
— |
— |
— |
| Other gains (losses) |
|
1,352 |
562 |
341 |
| Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net |
41 |
337 |
(67) |
432 |
| Reclassification of financial assets from fair value through other comprehensive income |
|
— |
— |
— |
| Reclassification of financial assets from amortized cost |
|
— |
— |
— |
| Other gains (losses) |
|
337 |
(67) |
432 |
| Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net |
41 |
96 |
150 |
335 |
| Gains (losses) from hedge accounting, net |
41 |
(17) |
(45) |
(214) |
| Exchange differences, net |
41 |
339 |
1,275 |
883 |
| Other operating income |
42 |
619 |
528 |
661 |
| Other operating expense |
42 |
(4,042) |
(3,438) |
(2,041) |
| Income from insurance and reinsurance contracts |
43 |
3,081 |
2,622 |
2,593 |
| Expense from insurance and reinsurance contracts |
43 |
(1,821) |
(1,547) |
(1,685) |
| GROSS INCOME |
|
29,542 |
24,743 |
21,066 |
| Administration costs |
|
(10,905) |
(9,373) |
(8,296) |
| Personnel expense |
44.1 |
(6,530) |
(5,601) |
(5,046) |
| Other administrative expense |
44.2 |
(4,375) |
(3,773) |
(3,249) |
| Depreciation and amortization |
45 |
(1,403) |
(1,328) |
(1,234) |
| Provisions or reversal of provisions |
46 |
(373) |
(291) |
(1,018) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
47 |
(4,428) |
(3,379) |
(3,034) |
| Financial assets measured at amortized cost |
|
(4,386) |
(3,303) |
(3,017) |
| Financial assets at fair value through other comprehensive income |
|
(42) |
(76) |
(17) |
| NET OPERATING INCOME |
|
12,432 |
10,372 |
7,484 |
| Impairment or reversal of impairment of investments in joint ventures and associates |
48 |
(9) |
42 |
— |
| Impairment or reversal of impairment on non-financial assets |
49 |
(54) |
(27) |
(221) |
| Tangible assets |
|
(16) |
53 |
(161) |
| Intangible assets |
|
(26) |
(25) |
(19) |
| Other assets |
|
(12) |
(55) |
(41) |
| Gains (losses) on derecognition of non-financial assets and subsidiaries, net |
|
28 |
(11) |
24 |
|
|
|
|
|
| Negative goodwill recognized in profit or loss |
|
— |
— |
— |
| Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations |
50 |
22 |
(108) |
(40) |
| PROFIT (LOSS) BEFORE TAX FROM CONTINUING OPERATIONS |
|
12,419 |
10,268 |
7,247 |
| Tax expense or income related to profit or loss from continuing operations |
19 |
(4,003) |
(3,505) |
(1,909) |
| PROFIT (LOSS) AFTER TAX FROM CONTINUING OPERATIONS |
|
8,416 |
6,763 |
5,338 |
| Profit (loss) after tax from discontinued operations |
21 |
— |
— |
280 |
| PROFIT (LOSS) |
|
8,416 |
6,763 |
5,618 |
| ATTRIBUTABLE TO MINORITY INTERESTS (NON-CONTROLLING INTERESTS) |
31 |
397 |
405 |
965 |
| ATTRIBUTABLE TO OWNERS OF THE PARENT |
|
8,019 |
6,358 |
4,653 |
Consolidated income statements for the years ended December 31, 2023, 2022 and 2021 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EARNINGS (LOSSES) PER SHARE (Euros) |
|
Notes |
2023 |
2022 |
2021 |
| EARNINGS (LOSSES) PER SHARE (Euros) |
5 |
1.29 |
0.98 |
0.67 |
| Basic earnings (losses) per share from continuing operations |
|
1.29 |
0.98 |
0.63 |
| Diluted earnings (losses) per share from continuing operations |
|
1.29 |
0.98 |
0.63 |
| Basic earnings (losses) per share from discontinued operations |
|
— |
— |
0.04 |
| Diluted earnings (losses) per share from discontinued operations |
|
— |
— |
0.04 |
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of recognized income and expense for the years ended December 31, 2023, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED STATEMENTS OF RECOGNIZED INCOME AND EXPENSE (Millions of Euros) |
|
2023 |
2022 |
2021 |
| PROFIT (LOSS) RECOGNIZED IN INCOME STATEMENT |
8,416 |
6,763 |
5,618 |
| OTHER RECOGNIZED INCOME (EXPENSE) |
1,175 |
789 |
(3,977) |
| ITEMS NOT SUBJECT TO RECLASSIFICATION TO INCOME STATEMENT |
(223) |
190 |
358 |
| Actuarial gains (losses) from defined benefit pension plans |
(358) |
354 |
218 |
| Non-current assets and disposal groups held for sale |
— |
— |
(3) |
| Share of other recognized income and expense of entities accounted for using the equity method |
— |
— |
— |
| Fair value changes of equity instruments measured at fair value through other comprehensive income, net |
100 |
(121) |
189 |
| Gains (losses) from hedge accounting of equity instruments at fair value through other comprehensive income, net |
— |
— |
— |
| Fair value changes of financial liabilities at fair value through profit or loss attributable to changes in their credit risk |
(24) |
100 |
33 |
| Income tax related to items not subject to reclassification to income statement |
59 |
(143) |
(80) |
| ITEMS SUBJECT TO RECLASSIFICATION TO INCOME STATEMENT |
1,398 |
599 |
(4,335) |
| Hedge of net investments in foreign operations (effective portion) |
(1,095) |
(1,172) |
(117) |
| Valuation gains (losses) taken to equity |
(1,095) |
(1,172) |
(117) |
| Transferred to profit or loss |
— |
— |
— |
| Other reclassifications |
— |
— |
— |
| Foreign currency translation |
1,379 |
3,413 |
(2,256) |
| Translation gains (losses) taken to equity |
1,378 |
3,413 |
(2,239) |
| Transferred to profit or loss |
1 |
— |
(17) |
| Other reclassifications |
— |
— |
— |
| Cash flow hedges (effective portion) |
832 |
72 |
(691) |
| Valuation gains (losses) taken to equity |
832 |
91 |
(553) |
| Transferred to profit or loss |
— |
(19) |
(137) |
| Transferred to initial carrying amount of hedged items |
— |
— |
— |
| Other reclassifications |
— |
— |
— |
| Debt securities at fair value through other comprehensive income |
752 |
(2,498) |
(1,139) |
| Valuation gains (losses) taken to equity |
757 |
(2,528) |
(1,082) |
| Transferred to profit or loss |
(5) |
30 |
(57) |
| Other reclassifications |
— |
— |
— |
| Non-current assets and disposal groups held for sale |
— |
— |
(663) |
| Valuation gains (losses) taken to equity |
— |
— |
(30) |
| Transferred to profit or loss |
— |
— |
(633) |
| Other reclassifications |
— |
— |
— |
| Entities accounted for using the equity method |
12 |
(7) |
8 |
| Income tax relating to items subject to reclassification to income statements |
(482) |
791 |
523 |
| TOTAL RECOGNIZED INCOME (EXPENSE) |
9,591 |
7,552 |
1,640 |
Attributable to minority interests (non-controlling interests) |
184 |
1,352 |
(500) |
| Attributable to the parent company |
9,407 |
6,200 |
2,141 |
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of changes in equity for the years ended December 31, 2023, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Millions of Euros) |
|
Capital (Note 26)
|
Share Premium (Note 27) |
Equity instruments issued other than capital |
Other Equity
|
Retained earnings (Note 28)
|
Revaluation reserves |
Other reserves (Note 28)
|
(-) Treasury shares (Note 29) |
Profit or loss attributable to owners of the parent |
(-) Interim dividends (Note 4) |
Accumulated other comprehensive income (loss) (Note 30)
|
Minority interests |
Total |
| 2023 |
Accumulated other comprehensive income (loss) (Note 31) |
Other (Note 31)
|
| Balances as of January 1, 2023 ⁽¹⁾ |
2,955 |
20,856 |
— |
63 |
32,536 |
— |
2,345 |
(29) |
6,420 |
(722) |
(17,432) |
(3,112) |
6,736 |
50,615 |
| Effect of changes in accounting policies (Note 1.3) |
— |
— |
— |
— |
175 |
— |
— |
— |
(62) |
— |
(210) |
4 |
(4) |
(98) |
| Adjusted initial balance |
2,955 |
20,856 |
— |
63 |
32,711 |
— |
2,345 |
(29) |
6,358 |
(722) |
(17,642) |
(3,109) |
6,732 |
50,517 |
| Total income/expense recognized |
— |
— |
— |
— |
— |
— |
— |
— |
8,019 |
— |
1,388 |
(213) |
397 |
9,591 |
| Other changes in equity |
(94) |
(1,087) |
— |
(22) |
3,526 |
— |
(331) |
(5) |
(6,358) |
(228) |
— |
1 |
(244) |
(4,842) |
| Issuances of common shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuances of preferred shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuance of other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Settlement or maturity of other equity instruments issued |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Conversion of debt on equity |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Common Stock reduction |
(94) |
(1,087) |
— |
— |
75 |
— |
(316) |
1,422 |
— |
— |
— |
— |
— |
— |
| Dividend distribution |
— |
— |
— |
— |
(1,857) |
— |
— |
— |
— |
(951) |
— |
— |
(263) |
(3,071) |
| Purchase of treasury shares |
— |
— |
— |
— |
— |
— |
— |
(2,166) |
— |
— |
— |
— |
— |
(2,166) |
| Sale or cancellation of treasury shares |
— |
— |
— |
— |
— |
— |
1 |
739 |
— |
— |
— |
— |
— |
741 |
| Reclassification of other equity instruments to financial liabilities |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Reclassification of financial liabilities to other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
Transfers among components of equity |
— |
— |
— |
2 |
5,651 |
— |
(17) |
— |
(6,358) |
722 |
— |
1 |
(1) |
— |
| Increase/Reduction of equity due to business combinations |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Share based payments |
— |
— |
— |
(41) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(41) |
Other increases or (-) decreases in equity |
— |
— |
— |
17 |
(344) |
— |
2 |
— |
— |
— |
— |
— |
20 |
(305) |
| Balance as of December 31, 2023 |
2,861 |
19,769 |
— |
40 |
36,237 |
— |
2,015 |
(34) |
8,019 |
(951) |
(16,254) |
(3,321) |
6,885 |
55,265 |
(1) Balances as of December 31, 2022 as originally reported in the Consolidated Financial Statements for the year 2022.
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of changes in equity for the years ended December 31, 2023, 2022 and 2021 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Millions of Euros) |
2022 |
Capital (Note 26)
|
Share Premium (Note 27) |
Equity instruments issued other than capital |
Other Equity
|
Retained earnings (Note 28)
|
Revaluation reserves |
Other reserves (Note 28)
|
(-) Treasury shares (Note 29) |
Profit or loss attributable to owners of the parent |
(-) Interim dividends (Note 4) |
Accumulated other comprehensive income (loss) (Note 30)
|
Minority interests |
Total |
| Accumulated other comprehensive income (loss) (Note 31) |
Other (Note 31)
|
Balances as of January 1, 2022 (1) |
3,267 |
23,599 |
— |
60 |
31,841 |
— |
(1,857) |
(647) |
4,653 |
(532) |
(16,476) |
(8,414) |
13,267 |
48,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of changes in accounting policies |
— |
— |
— |
— |
178 |
— |
— |
— |
— |
— |
(186) |
1 |
(6) |
(12) |
| Adjusted initial balance |
3,267 |
23,599 |
— |
60 |
32,019 |
— |
(1,857) |
(647) |
4,653 |
(532) |
(16,662) |
(8,413) |
13,261 |
48,748 |
| Total income/expense recognized |
— |
— |
— |
— |
— |
— |
— |
— |
6,358 |
— |
(158) |
947 |
405 |
7,552 |
| Other changes in equity |
(313) |
(2,743) |
— |
3 |
692 |
— |
4,202 |
617 |
(4,653) |
(190) |
(822) |
4,358 |
(6,935) |
(5,783) |
| Issuances of common shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuances of preferred shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuance of other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Settlement or maturity of other equity instruments issued |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Conversion of debt on equity |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Common Stock reduction |
(313) |
(2,743) |
— |
— |
250 |
— |
(355) |
3,160 |
— |
— |
— |
— |
— |
— |
| Dividend distribution |
— |
— |
— |
— |
(1,463) |
— |
— |
— |
— |
(722) |
— |
— |
(185) |
(2,370) |
| Purchase of treasury shares |
— |
— |
— |
— |
— |
— |
— |
(2,966) |
— |
— |
— |
— |
— |
(2,966) |
| Sale or cancellation of treasury shares |
— |
— |
— |
— |
— |
— |
9 |
423 |
— |
— |
— |
— |
— |
432 |
| Reclassification of other equity instruments to financial liabilities |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Reclassification of financial liabilities to other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
Transfers among components of equity (2) |
— |
— |
— |
— |
2,231 |
— |
2,712 |
— |
(4,653) |
532 |
(822) |
4,358 |
(4,358) |
— |
| Increase/Reduction of equity due to business combinations |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Share based payments |
— |
— |
— |
(22) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(22) |
Other increases or (-) decreases in equity (2) |
— |
— |
— |
25 |
(326) |
— |
1,836 |
— |
— |
— |
— |
— |
(2,392) |
(857) |
| Balance as of December 31, 2022 |
2,955 |
20,856 |
— |
63 |
32,711 |
— |
2,345 |
(29) |
6,358 |
(722) |
(17,642) |
(3,109) |
6,732 |
50,517 |
(1) Balances as of December 31, 2021 as originally reported in the Consolidated Financial Statements for the year 2021.
(2) The headings "Transfers among components of equity" and "Other increases or decreases in equity" include the effects of the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" in the subsidiaries in Turkey (see Note 2.2.18) for amounts of €1,873 million in "Retained earnings", €1,862 million in "Accumulated other comprehensive income (loss)" and, under the heading of "Minority interests" include, €1,621 million in "Other" and €1,480 million in "Accumulated other comprehensive income (loss)".
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of changes in equity for the years ended December 31, 2023, 2022 and 2021 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Millions of Euros) |
|
Capital (Note 26)
|
Share Premium (Note 27) |
Equity instruments issued other than capital |
Other Equity
|
Retained earnings (Note 28)
|
Revaluation reserves |
Other reserves (Note 28)
|
(-) Treasury shares (Note 29) |
Profit or loss attributable to owners of the parent |
(-) Interim dividends (Note 4) |
Accumulated other comprehensive income (loss) (Note 30)
|
Minority interests |
Total |
2021 |
Accumulated other comprehensive income (loss) (Note 31) |
Other (Note 31)
|
Balances as of January 1, 2021 (¹) |
3,267 |
23,992 |
— |
42 |
30,508 |
— |
(164) |
(46) |
1,305 |
— |
(14,356) |
(6,949) |
12,421 |
50,020 |
| Total income/expense recognized |
— |
— |
— |
— |
— |
— |
— |
— |
4,653 |
— |
(2,512) |
(1,465) |
965 |
1,640 |
| Other changes in equity |
— |
(393) |
— |
17 |
1,333 |
— |
(1,693) |
(600) |
(1,305) |
(532) |
391 |
— |
(119) |
(2,900) |
| Issuances of common shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuances of preferred shares |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Issuance of other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Settlement or maturity of other equity instruments issued |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Conversion of debt on equity |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Common Stock reduction |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Dividend distribution |
— |
(393) |
— |
— |
— |
— |
— |
— |
— |
(532) |
— |
— |
(119) |
(1,045) |
| Purchase of treasury shares |
— |
— |
— |
— |
— |
— |
— |
(1,022) |
— |
— |
— |
— |
— |
(1,022) |
| Sale or cancellation of treasury shares |
— |
— |
— |
— |
— |
— |
17 |
421 |
— |
— |
— |
— |
— |
438 |
| Reclassification of other equity instruments to financial liabilities |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Reclassification of financial liabilities to other equity instruments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers among components of equity |
— |
— |
— |
— |
1,693 |
— |
(780) |
— |
(1,305) |
— |
391 |
— |
— |
— |
| Increase/Reduction of equity due to business combinations |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Share based payments |
— |
— |
— |
(11) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
(11) |
| Other increases or (-) decreases in equity |
— |
— |
— |
28 |
(360) |
— |
(930) |
— |
— |
— |
— |
— |
1 |
(1,260) |
| Balance as of December 31, 2021 |
3,267 |
23,599 |
— |
60 |
31,841 |
— |
(1,857) |
(647) |
4,653 |
(532) |
(16,476) |
(8,414) |
13,267 |
48,760 |
(1) Balances as of December 31, 2020 as originally reported in the Consolidated Financial Statements for the year 2020.
The Notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| A) CASH FLOWS FROM OPERATING ACTIVITIES |
|
(721) |
23,718 |
(1,242) |
| Of which hyperinflation effect from operating activities |
2.2.18 |
1,884 |
2,692 |
— |
| Profit for the year |
|
8,416 |
6,763 |
5,618 |
| Adjustments to obtain the cash flow from operating activities |
|
12,150 |
11,746 |
7,688 |
| Depreciation and amortization |
|
1,403 |
1,328 |
1,234 |
| Other adjustments |
|
10,747 |
10,418 |
6,454 |
| Net increase/decrease in operating assets |
|
(77,408) |
(42,900) |
(38,267) |
| Financial assets held for trading |
|
(27,884) |
14,658 |
(17,031) |
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
(1,288) |
(421) |
(908) |
| Other financial assets designated at fair value through profit or loss |
|
(42) |
179 |
25 |
| Financial assets at fair value through other comprehensive income |
|
2,512 |
(1,014) |
7,116 |
| Financial assets at amortized cost |
|
(51,182) |
(55,754) |
(28,062) |
| Other operating assets |
|
476 |
(548) |
592 |
| Net increase/decrease in operating liabilities |
|
61,473 |
51,343 |
25,266 |
| Financial liabilities held for trading |
|
24,435 |
2,907 |
6,479 |
| Other financial liabilities designated at fair value through profit or loss |
|
2,003 |
293 |
(837) |
| Financial liabilities at amortized cost |
|
36,127 |
48,161 |
19,682 |
| Other operating liabilities |
|
(1,092) |
(17) |
(58) |
| Collection/payments for income tax |
|
(5,353) |
(3,234) |
(1,546) |
| B) CASH FLOWS FROM INVESTING ACTIVITIES |
|
(1,419) |
(3,911) |
(1,634) |
| Of which hyperinflation effect from investing activities |
2.2.18 |
772 |
759 |
— |
| Investment |
|
(1,912) |
(4,506) |
(12,472) |
| Tangible assets |
|
(1,129) |
(1,812) |
(396) |
| Intangible assets |
|
(690) |
(630) |
(550) |
| Investments in joint ventures and associates |
|
(93) |
(81) |
(50) |
| Subsidiaries and other business units |
|
— |
(1,389) |
— |
| Non-current assets classified as held for sale and associated liabilities |
21 |
— |
(594) |
(11,476) |
| Other settlements related to investing activities |
|
— |
— |
— |
| Divestments |
|
492 |
596 |
10,838 |
| Tangible assets |
|
92 |
29 |
78 |
| Intangible assets |
|
— |
— |
— |
| Investments in joint ventures and associates |
|
58 |
127 |
80 |
| Subsidiaries and other business units |
|
21 |
— |
10 |
| Non-current assets classified as held for sale and associated liabilities |
21 |
321 |
440 |
10,670 |
| Other collections related to investing activities |
|
— |
— |
— |
| C) CASH FLOWS FROM FINANCING ACTIVITIES |
|
(1,842) |
(7,563) |
(4,349) |
| Of which hyperinflation effect from financing activities |
2.2.18 |
— |
— |
— |
| Payments |
|
(7,224) |
(7,996) |
(4,786) |
| Dividend distribution (shareholders remuneration) |
|
(2,808) |
(2,185) |
(926) |
| Subordinated liabilities |
|
(1,629) |
(2,258) |
(2,301) |
| Treasury share amortization |
|
(94) |
(313) |
— |
| Treasury share acquisition |
|
(2,072) |
(2,670) |
(1,022) |
| Other items relating to financing activities |
|
(622) |
(571) |
(538) |
| Collections |
|
5,383 |
434 |
438 |
| Subordinated liabilities |
|
4,672 |
— |
— |
| Treasury shares increase |
|
— |
— |
— |
| Treasury shares disposal |
|
711 |
434 |
438 |
| Other items relating to financing activities |
|
— |
— |
— |
| D) EFFECT OF EXCHANGE RATE CHANGES |
|
(357) |
(288) |
(1,864) |
| E) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) |
|
(4,339) |
11,957 |
(9,089) |
F) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR (¹) |
|
79,756 |
67,799 |
76,888 |
G) CASH AND CASH EQUIVALENTS AT END OF THE YEAR (E+F) |
|
75,416 |
79,756 |
67,799 |
|
|
|
|
|
| COMPONENTS OF CASH AND EQUIVALENTS AT END OF THE YEAR (Millions of Euros) |
|
|
|
|
|
Notes |
2023 |
2022 |
2021 |
| Cash |
9 |
7,751 |
6,533 |
6,877 |
| Balance of cash equivalent in central banks |
9 |
60,750 |
67,314 |
55,004 |
| Other financial assets |
9 |
6,916 |
5,909 |
5,918 |
| Less: Bank overdraft refundable on demand |
|
— |
— |
— |
| TOTAL CASH AND CASH EQUIVALENTS AT END OF THE YEAR |
|
75,416 |
79,756 |
67,799 |
(1) In 2021 it includes the balance of the Group's businesses in the United States included within the scope of the USA Sale (see Note 3).
The Notes are an integral part of the Consolidated Financial Statements.
Notes to the Consolidated Financial Statements
1.Introduction, basis for the presentation of the Consolidated Financial Statements, Internal Control over Financial Reporting and other information
1.1Introduction
Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter “the Bank”, “BBVA" or “BBVA, S.A.”) is a private-law entity subject to the laws and regulations governing banking entities operating in Spain. It carries out its activity through branches and agencies across the country and abroad.
The Bylaws and other public information are available for inspection at the Bank’s registered address (Plaza San Nicolás, 4 Bilbao) as noted on its web site (www.bbva.com).
In addition to the activities it carries out directly, the Bank heads a group of subsidiaries, joint ventures and associates which perform a wide range of activities and which together with the Bank constitute the Banco Bilbao Vizcaya Argentaria Group (hereinafter the “Group” or the “BBVA Group”). In addition to its own separate financial statements, the Bank is required to prepare Consolidated Financial Statements comprising all consolidated subsidiaries of the Group.
As of December 31, 2023, in addition to the Bank, the BBVA Group had 196 consolidated entities and 45 entities accounted for using the equity method (see Notes 3 and 16 and Appendices I to V).
The Consolidated Financial Statements of the BBVA Group for the year ended December 31, 2023, were authorized for issue on March 1, 2024.
1.2Basis for the presentation of the Consolidated Financial Statements
The BBVA Group’s Consolidated Financial Statements are presented in compliance with IFRS-IASB (International Financial Reporting Standards as issued by the International Accounting Standards Board), as well as in accordance with the International Financial Reporting Standards endorsed by the European Union (EU-IFRS) applicable as of December 31, 2023, considering the Bank of Spain Circular 4/2017, as well as its successive amendments, and with any other legislation governing financial reporting which is applicable and with the format and mark-up requirements established in the EU Delegated Regulation 2019/815 of the European Commission.
The BBVA Group’s Consolidated Financial Statements for the year ended December 31, 2023 were prepared by the Group’s Directors (through the Board of Directors meeting held on February 6, 2024) by applying the principles of consolidation, accounting policies and valuation criteria described in Note 2, so that they present fairly the Group’s total consolidated equity and financial position as of December 31, 2023, together with the consolidated results of its operations and cash flows generated during the year ended December 31, 2023.
These Consolidated Financial Statements were prepared on the basis of the accounting records kept by the Bank and each of the other entities in the Group. Moreover, they include the adjustments and reclassifications required to harmonize the accounting policies and valuation criteria used by the Group (see Note 2.2).
All applicable accounting standards and valuation criteria with a significant effect on the Consolidated Financial Statements were applied in their preparation.
The amounts reflected in the Consolidated Financial Statements are presented in millions of euros, unless it is more appropriate to use smaller units. Some items that appear without a balance in these Consolidated Financial Statements are due to how the units are expressed. Also, in presenting amounts in millions of euros, the accounting balances have been rounded up or down. It is therefore possible that the totals appearing in some tables are not the exact arithmetical sum of their component figures.
The percentage changes in amounts have been calculated using figures expressed in thousands of euros.
1.3Comparative information
IFRS 17 "Insurance Contracts"
As of January 1, 2023, IFRS 17 "Insurance Contracts" replaced IFRS 4 in the accounting treatment of insurance contracts. IFRS 17 is mandatory for financial years beginning on January 1, 2023, therefore such standard has been applied in these Consolidated Financial Statements for the first time with one year of comparative information, that is, for the BBVA Group, from January 1, 2022 to December 31, 2022 has been restated accordingly (see Note 2.3 and Appendix X). The impact of these retrospective adjustments was not significant for the consolidated financial statements of the BBVA Group.
1.4Seasonal nature of income and expense
The nature of the most significant activities carried out by the BBVA Group’s entities is mainly related to typical activities carried out by financial institutions, and are not significantly affected by seasonal factors within the same year.
1.5Responsibility for the information and for the estimates made
The information contained in the BBVA Group’s Consolidated Financial Statements is the responsibility of the Group’s Directors.
Estimates were required to be made at times when preparing these Consolidated Financial Statements in order to calculate the recorded or disclosed amount of some assets, liabilities, income, expense and commitments. These estimates relate mainly to the following:
–Loss allowances on certain financial assets (see Notes 7, 13, 14 and 16).
–The assumptions used in the valuation of insurance and reinsurance contracts (see Note 23), to quantify certain provisions (see Note 24) and the calculation of post-employment benefit liabilities and commitments (see Note 25).
–The useful life and impairment losses of tangible and intangible assets (see Notes 17, 18, and 21).
–The valuation of goodwill and price allocation of business combinations (see Note 18).
–The fair value of certain unlisted financial assets and liabilities (see Notes 7, 8, 10, 11, 12, 13 and 15).
–The recoverability of deferred tax assets and the forecast for corporate income tax (see Note 19).
In general, the BBVA Group is working to consider and include in its financial analysis models how climate risk and other climate-related matters can affect the financial statements, cash flows and financial performance of the group. Where these risks are being considered, the relevant estimates and judgments, to the extent that they are material, are also being considered when preparing the financial statements of the BBVA Group and they are disclosed in the corresponding Notes to the Consolidated Financial Statements.
The prevailing geopolitical and economic uncertainties (see Note 7.1) entail a greater complexity in developing reliable estimations and applying judgment.
Estimates have been made on the basis of the best available information on the matters analyzed as of December 31, 2023. However, it is possible that events may take place subsequent to such date, which could make it necessary to amend these estimations (upward or downward), which would be carried out prospectively, recognizing the effects of the change in estimation in the consolidated financial statements.
During 2023 there have been no significant changes in the estimates made as of December 31, 2022 and 2021, other than those indicated in these Consolidated Financial Statements.
1.6BBVA Group’s Internal Control over Financial Reporting
BBVA Group’s Consolidated Financial Statements are prepared under an Internal Control over Financial Reporting (ICFR) model. It provides reasonable assurance with respect to the reliability and the integrity of the consolidated financial statements. It is also aimed to support that the transactions are processed in accordance with the applicable laws and regulations.
The ICFR model is compliant with the control framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (hereinafter "COSO"). The COSO 2013 framework sets out five components that constitute the basis of the effectiveness and efficiency of the internal control systems:
–The establishment of an appropriate control framework.
–The assessment of the risks that could arise during the preparation of the financial information.
–The design of the necessary controls to mitigate the identified risks.
–The establishment of an appropriate system of information to detect and report system weaknesses.
–The monitoring over the controls to support correct performance and effectiveness over time.
The ICFR model is a dynamic model that continuously evolves over time to reflect the reality of the BBVA Group’s businesses and processes, as well as the risks and controls designed to mitigate them. It is subject to a continuous evaluation by the internal financial control units located in the different entities of BBVA Group.
In order to ensure the necessary independence of the aforementioned internal financial control units, they are integrated within the Regulation & Internal Control area, whose head reports to the Board of Directors through its Committees, and defines and coordinates the Group's entire internal control model, based on two pillars:
–A control system organized into three lines of defense that has been updated and strengthened, as described below:
a.The first line of defense (1LoD) is located within the business and support units, which are responsible for identifying risks associated with their processes, as well as for implementing and executing the necessary controls to mitigate them. The Risk Control Assurer (RCA) role was created to reinforce the adequate risk management in each area’s processes.
b.The second line of defense (2LoD) comprises the specialized control units for each type of risk (Risk Control Specialists - RCS- among others Finance, Legal, IT, Third Party, Compliance or Processes). This second line defines the mitigation and control frameworks for their areas of responsibility across the entire organization and performs challenge to the control model (supervises the implementation and design of the controls and assesses their effectiveness).
c.The third line of defense (3LoD) is the Internal Audit unit, which conducts an independent review of the model, verifying the compliance and effectiveness of the control model, both the first and second line of defense functions.
–A committee structure in the Group, called Corporate Assurance, which enables the escalation of possible weaknesses to the Group's Management as well as the management of issues related to internal control, both at a consolidated level and also in each of the countries where the Group operates.
The RCA and RCS Finance (Internal Financial Control) units comply with a common and standard methodology established at the Group level, as set out in the following diagram:
The ICFR model includes both the controls related to the financial information generation processes, as well as those of a broader scope, designed to improve the Group's general control environment (ELC or Entity Level Control). Both types of controls are assessed on a regular basis by the Group's Control areas and by the Group's Internal Audit unit. It is also supervised by the Audit Committee of the Bank’s Board of Directors.
The BBVA Group also complies with the requirements of the Sarbanes-Oxley Act (“SOX”) for the preparation of the consolidated Financial Statements, as a company with securities registered with the U.S. Securities and Exchange Commission (“SEC”). The main senior executives of the Group are involved in the design and implementation of the internal control model with the aim of making it effective and to support the quality and accuracy of the financial information.
2.Principles of consolidation, accounting policies and measurement bases applied and recent IFRS pronouncements
The Glossary includes the definition of some of the financial and economic terms used in Note 2 and subsequent Notes of the Consolidated Financial Statements.
2.1Principles of consolidation
In terms of its consolidation, the Financial Statements of the BBVA Group are comprised of four types of entities: subsidiaries, joint ventures, associates and structured entities, defined as follows:
–Subsidiaries
Subsidiaries are entities controlled by the Group (for definition of control, see Glossary).
Generally, there is a presumption that a majority of voting rights gives rise to control. When the Group holds less than the majority of the voting rights or similar rights in an entity, the Group considers all relevant facts and circumstances in assessing whether it has control over the entity, including:
•Contractual arrangements with other holders of voting rights.
•The rights arising from other contractual arrangements.
•The Group's voting rights and potential voting rights.
There are certain entities that, although the Group holds less than 50% of the voting rights in them, are considered to be subsidiaries because the Group has the ability to exercise control over them (see Appendix I).
The financial statements of the subsidiaries are fully consolidated with those of the Bank through the full consolidation method, which consists of the aggregation of assets, liabilities and equity, income and expenses, of a similar nature, shown in their individual financial statements. Intragroup assets and liabilities, equity, income and expenses and cash flows related to intragroup transactions are eliminated in consolidation.
The share of non-controlling interests from subsidiaries in the Group’s consolidated total equity is presented under the heading “Minority interests (Non-controlling interests)” in the consolidated balance sheet. Their share in the profit or loss for the period or year is presented under the heading “Attributable to minority interests (non-controlling interests)” in the consolidated income statement (see Note 31).
Note 3 includes information related to the main subsidiaries in the Group as of December 31, 2023, 2022 and 2021. Appendix I includes other significant information on all entities.
–Joint ventures
Joint ventures are those entities for which there is a joint control arrangement with third parties other than the Group (for definitions of joint arrangement, joint control and joint venture, refer to Glossary).
The investments in joint ventures are accounted for using the equity method (see Note 16). Appendix II shows the main figures for the main joint ventures accounted for using the equity method as of December 31, 2023.
–Associates
Associates are entities in which the Group is able to exercise significant influence (for definition, see Glossary), but not control or joint control. Significant influence is deemed to exist when the Group owns 20% or more of the voting rights of an investee directly or indirectly, unless it can be clearly demonstrated that this is not the case.
The Group evaluates the existence of significant influence, not only based on the voting rights but also qualitative factors such as presence on the board of directors, participation in decision-making processes, exchange of management personnel, as well as access to technical information. Regarding joint agreements, in addition to evaluating the rights and obligations of the parties thereto, other facts and circumstances are considered to determine whether an agreement is a joint venture or a joint operation. When the sale or contribution of a controlled business to an associate or joint venture occurs, the Group recognizes any retained interest at fair value. The difference between the book value of the business contributed and the fair value of the retained investment plus the corresponding disposal is fully recognized in the income statement.
Certain entities in which the Group owns 20% or more of the voting rights are not included as Group associates, since the Group does not have the ability to exercise significant influence over these entities. Investments in these entities are classified as “Non-trading financial assets mandatorily at fair value through profit or loss” (see Note 11) or "Financial assets at fair value through other comprehensive income" (see Note 13).
In contrast, some investments in entities in which the Group holds less than 20% of the voting rights are accounted for as Group associates, as the Group is considered to have the ability to exercise significant influence over these entities. As of December 31, 2023, 2022 and 2021, these entities are not significant to the Group.
Associates are valued for by the equity method. These entities are initially recognized at cost and subsequently adjusted according to the changes in the Group's share of the net assets of such entities after their acquisition (see Note 16). The Group's income statement reflects the proportion of the results generated by associates in the line "Results of entities accounted for using the equity method". The main figures of the most significant entities are shown in Appendix II.
–Structured entities
A structured entity (see Glossary) is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when the voting rights relate to administrative matters only and the relevant activities are directed by means of contractual arrangements.
In those cases where the Group sets up entities or has a holding in such entities, in order to allow its customers access to certain investments, to transfer risks or for other purposes, in accordance with internal criteria and procedures and with applicable regulations, the Group determines whether control over the entity in question actually exists and therefore whether it should be subject to consolidation.
Such methods and procedures determine whether there is control by the Group, considering how the decisions are made about the relevant activities, assessing whether the Group has control over the relevant elements, exposure to variable returns from involvement with the investee and the ability to use control over the investee to affect the amount of the investor’s returns.
– Structured entities subject to consolidation
To determine if a structured entity is controlled by the Group, and therefore should be consolidated into the Group, the existing contractual rights (different from the voting rights) are analyzed. For this reason, an analysis of the structure and purpose of each investee is performed and, among others, the following factors will be considered:
a.Evidence of the current ability to manage the relevant activities of the investee according to the specific business needs (including any decisions that may arise only in particular circumstances).
b.Potential existence of a special relationship with the investee.
c.Implicit or explicit Group commitments to support the investee.
d.The ability to use the Group´s power over the investee to affect the amount of the Group’s returns.
These types of entities include cases where the Group has a high exposure to variable returns and retains decision-making power over the investee, either directly or through an agent.
The main structured entities of the Group are the asset securitization funds, to which the BBVA Group transfers loans and advances, and other vehicles, which allow the Group’s customers to gain access to certain investments or to allow for the transfer of risks or for other purposes (see Appendices I and V).
The BBVA Group maintains the decision-making power over the relevant activities of these vehicles and financial support through contracts, as is standard in the securitization market.
The most common ones are investment positions in equity tranches of notes; funding through subordinated debt; credit enhancements through derivative instruments or liquidity lines; management rights of defaulted securitized assets; “clean-up” call derivatives; and asset repurchase clauses by the grantor.
For these reasons, the loans and receivable portfolios related to the vast majority of the securitizations carried out by the Bank or Group subsidiaries are not derecognized in the books of said entity and the issuances of the related debt securities are recorded as liabilities within the Group’s consolidated balance sheet.
For additional information on the accounting treatment for the transfer and derecognition of financial instruments, see Note 2.2.2. “Transfers and derecognition of financial assets and liabilities”.
–Non-consolidated structured entities
The Group owns other vehicles also for the purpose of allowing customers access to certain investments, to transfer risks, and for other purposes, but without the Group having control of the vehicles, which are not consolidated in accordance with IFRS 10 – “Consolidated Financial Statements”. The balance of assets and liabilities of these vehicles is not material in relation to the Group’s Consolidated Financial Statements.
As of December 31, 2023, 2022 and 2021 there was no material financial support from the Bank or its subsidiaries to non-consolidated structured entities.
The Group does not consolidate any of the mutual funds it manages since the necessary control conditions are not met. Particularly, the BBVA Group does not act as arranger but as agent since it operates the mutual funds on behalf and for the benefit of investors or parties (arranger or arrangers) and, for this reason it does not control the mutual funds when exercising its authority for decision making.
The mutual funds managed by the Group are not considered structured entities (generally, retail funds without corporate identity over which investors have participations which gives them ownership of said managed equity). These funds are not dependent on a capital structure that could prevent them from carrying out activities without additional financial support, being in any case insufficient as far as the activities themselves are concerned. Additionally, the risk of the investment is absorbed by the fund participants, and the Group is only exposed when it becomes a participant, and as such, there is no other risk for the Group.
In all cases, the operating results of equity method investees acquired by the BBVA Group in a particular period only include the period from the date of acquisition to the financial statements date. Similarly, the results of entities disposed of during any year only include the period from the start of the year to the date of disposal.
The consolidated financial statements of subsidiaries, associates and joint ventures used in the preparation of the Consolidated Financial Statements of the Group have the same presentation date as the Consolidated Financial Statements. If financial statements at those same dates are not available, the most recent will be used, as long as these are not older than three months, and adjusted to take into account the most significant transactions. As of December 31, 2023, financial statements as of December 31 of all Group entities were utilized except in the case of the consolidated financial statements of six associates deemed non-significant for which financial statements as of November 30, 2023 were used.
Business combinations
A business combination is a transaction, or any other deal, by which the Group obtains control over one or more businesses, accounting for by applying the “acquisition method”.
According to this method, the acquirer has to recognize the assets acquired and the liabilities and contingent liabilities assumed, including those that the acquired entity had not accounted for. The method involves the measurement of the consideration received for the business combination and its allocation to the assets, liabilities and contingent liabilities measured according to their fair value, at the purchase date, as well as the recognition of any non-controlling participation (minority interests) that may arise from the transaction.
In a business combination achieved in stages, in which the Group starts with an investment, an associate (investee) or a joint venture, the acquirer shall measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in profit or loss under the heading “Gains (losses) on derecognition of non-financial assets and subsidiaries, net” of the consolidated income statements. In prior reporting periods, the acquirer may have recognized changes in the value of its equity interest in the acquiree. If so, the amount that was recognized in the consolidated financial statements shall be recorded on the same basis as would be required if the acquirer had disposed directly of the previously held equity interest.
The acquirer shall recognize an asset in the consolidated balance sheet under the heading “Intangible asset - Goodwill” (see Note 2.2.7) if on the acquisition date there is a positive difference between:
–the sum of the consideration paid, the amount of all the minority interests and the fair value of the stock previously held in the acquired business; and
–the fair value of the assets acquired and liabilities assumed.
If this difference is negative, it shall be recognized directly in the income statement under the heading “Negative goodwill recognized in profit or loss”.
Minority interests in the acquired entity may be measured in two ways: either at their fair value; or at the proportional percentage of net assets identified in the acquired entity. The method of valuing minority interests may be elected in each business combination. BBVA Group has always elected the second method.
2.2Accounting principles and policies and applied valuation methods
The accounting principles and policies and the valuation methods applied in the preparation of the consolidated financial statements may differ from those used, at the individual level, by some of the entities that are part of the BBVA Group; This is why, in the consolidation process, the necessary adjustments and reclassifications are made to standardize such principles and criteria among themselves and bring them into line with the IFRS-IASB.
In preparing the Consolidated Financial Statements, the following accounting principles and policies and assessment criteria have been applied:
2.2.1Financial instruments
IFRS 9 became effective as of January 1, 2018 and replaced IAS 39 regarding the classification and measurement of financial assets and liabilities, the impairment of financial assets and hedge accounting. However, the Group has chosen to continue applying IAS 39 for accounting for hedges as permitted by IFRS 9.
Classification and measurement of financial assets
Classification of financial assets
IFRS 9 contains three main categories for financial assets classification: measured at amortized cost, measured at fair value with changes through other comprehensive income, and measured at fair value through profit or loss.
The classification of financial instruments in the categories of amortized cost or fair value depends on the business model with which the entity manages the assets and the contractual characteristics of the cash flows, commonly known as the "solely payments of principal and interest" criterion (hereinafter the "SPPI").
The assessment of the business model should reflect the way the Group manages groups of financial assets and does not depend on the intention for an individual instrument. Thus, for each entity within the BBVA Group there are different business models for managing assets.
In order to determine the business model, the following aspects are taken into account:
–The way in which the performance of the business model (and that of the assets which comprise such business model) is evaluated and reported to the entity's key personnel;
–The risks and their management, which affect the performance of the business model;
–The way in which business model managers are remunerated; and
–The frequency, amount and timing of sales in previous years, the reasons for such sales and expectations regarding future sales.
In this sense, the Group has established policies and has developed procedures in each geographical area to determine when the sales of financial assets classified in the amortized cost category are considered infrequent (even when significant), or are insignificant (even when frequent), to ensure compliance with such business model.
Furthermore, it is considered that any sales that may occur because the financial asset is close to maturity, due to an increase in credit risk, or to satisfy liquidity needs, are compatible with the amortized cost model.
Regarding the SPPI test, the analysis of the cash flows aims to determine whether the contractual cash flows of the assets correspond only to payments of principal and interest on the principal amount outstanding at the beginning of the transaction. Interest is understood here as the consideration for the time value of money; and for the credit risk associated with the principal amount outstanding during a specific period; and for financing and structure costs, plus a profit margin.
The most significant judgments used by the Group in evaluating compliance with the conditions of the SPPI test are the following:
–Modified time value: in the event that a financial asset includes a periodic interest rate adjustment but the frequency of this adjustment does not coincide with the term of the reference interest rate (for example, the interest rate reset every six months to a one-year rate), the Group assesses, at the time of the initial recognition, this mismatch to determine whether the contractual cash flows (undiscounted) differ significantly or not from the cash flows (undiscounted) of a benchmark financial asset, for which there would be no change in the time value of money. The defined tolerance thresholds are 10% for the differences in each period and 5% for the analysis accumulated throughout the financial asset life.
–Contractual clauses: The contractual clauses that can modify the calendar or the amount of the contractual cash flows are analyzed to verify if the contractual cash flows that would be generated during the life of the instrument due to the exercise of those clauses are only payments of principal and interest on the principal amount outstanding. To do this, the contractual cash flows that may be generated before and after the modification are analyzed.
The main criteria taken into account in the analysis are:
a.Early termination clauses: generally a contractual clause that permits the debtor to prepay a debt instrument before maturity is consistent with SPPI when the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding (which may include reasonable additional compensation for the early termination of the contract).
b.Instruments with an interest rate linked to contingent events:
–An instrument whose interest rate is reset to a higher rate if the debtor misses a particular payment may meet the SPPI criterion because of the relationship between missed payments and an increase in credit risk.
–An instrument with contractual cash flows that are indexed to the debtor’s performance – e.g. net income or is adjusted based on a certain index or stock market value would not meet the SPPI criterion.
c.Perpetual instruments: to the extent that they can be considered instruments with continuous (multiple) extension options, they meet the SPPI test if the contractual flows meet it. When the issuer can defer the payment of interest, if such payment would affect their solvency, they would meet the SPPI test if the deferred interest accrues additional interest, while if they do not, they would not meet the test.
–Non-recourse financial instruments: In the case of debt instruments that are repaid primarily with the cash flows of specific assets or projects and the debtor has no legal responsibility, the underlying assets or cash flows are evaluated to determine whether the contractual cash flows of the instrument are consistent with payments of principal and interest on the principal amount outstanding.
a.If the contractual terms do not give rise to additional cash flows to payments of principal and interest on the amount of principal outstanding or limitations to these payments, the SPPI test is met.
b.If the debt instrument effectively represents an investment in the underlying assets and its cash flows are inconsistent with principal and interest (because they depend on the performance of a business), the SPPI test is not met.
–Contractually linked instruments: a look-through analysis is carried out in the case of transactions that are set through the issuance of multiple financial instruments forming tranches that create concentrations of credit risk in which there is an order of priority that specifies how the flows of cash generated by the underlying set of financial instruments are allocated to the different tranches. The debt tranches of the instrument will comply with the requirement that their cash flows represent only payment of principal and interest on the outstanding principal if:
a.The contractual terms of the tranche being assessed for classification (without looking through to the underlying pool of financial instruments) give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding,
b.The underlying pool of financial instruments comprises instruments with cash flow that are solely payments of principal and interest on the principal amount outstanding, and
c.The exposure to credit risk in the underlying pool of financial instruments inherent in the tranche is equal to or lower than the exposure to credit risk of the underlying pool of financial instruments (for example, the credit rating of the tranche being assessed for classification is equal to or higher than the credit rating that would apply to a single tranche that funded the underlying pool of financial instruments).
In any event, the contractual conditions that, at the time of the initial recognition, have a minimal effect on cash flows or depend on the occurrence of exceptional and highly unlikely events do not prevent compliance with the conditions of the SPPI test.
Based on the above characteristics, financial assets will be classified and valued as described below.
A debt instrument will be classified in the amortized cost portfolio if the two following conditions are fulfilled:
–The financial asset is managed within a business model whose purpose is to maintain the financial assets to maturity, to receive contractual cash flows; and
–The contractual conditions of the financial asset give rise to cash flows that are only payments of principal and interest.
A debt instrument will be classified in the portfolio of financial assets at fair value with changes through other comprehensive income if the two following conditions are fulfilled:
–The financial asset is managed with a business model whose purpose combines collection of the contractual cash flows and sale of the assets, and
–The contractual characteristics of the instrument generate cash flows which only represent the return of the principal and interest.
A debt instrument will be classified at fair value with changes in profit and loss provided that the entity's business model for their management or the contractual characteristics of its cash flows do not require classification into one of the portfolios described above.
In general, equity instruments will be measured at fair value through profit or loss. However the Group may make an irrevocable election, at initial recognition to present subsequent changes in the fair value through “other comprehensive income”.
Financial assets will only be reclassified when BBVA Group decides to change the business model. In this case, all of the financial assets assigned to this business model will be reclassified. The change of the objective of the business model should occur before the date of the reclassification.
Measurement of financial assets
All financial instruments are initially recognized at fair value, plus, those transaction costs which are directly attributable to the issue of the particular instrument, with the exception of those financial assets which are classified at fair value through profit or loss.
All changes in the value of financial assets due to the interest accrual and similar items are recorded in the headings "Interest and other income" or "Interest expense", of the consolidated income statement of the year in which the accrual occurred (see Note 37), except for trading derivatives that are not economic and accounting hedges.
The changes in fair value after the initial recognition, for reasons other than those mentioned in the preceding paragraph, are treated as described below, according to the categories of financial assets.
“Financial assets held for trading”, “Non-trading financial assets mandatorily at fair value through profit or loss” and “Financial assets designated at fair value through profit or loss”
Financial assets are recorded under the heading “Financial assets held for trading” if the objective of the business model is to generate gains by buying and selling these financial instruments or generate short-term results. The financial assets recorded in the heading “Non-trading financial assets mandatorily at fair value through profit or loss” are derived from a business model which objective is to obtain the contractual cash flows and / or to sell those instruments but its contractual cash flows do not comply with the requirements of the SPPI test. Financial assets are classified in “Financial assets designated at fair value through profit or loss” only if it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from recognizing or measuring such financial assets on different bases.
The assets recognized under these headings of the consolidated balance sheet are measured upon acquisition at fair value and changes in the fair value (gains or losses and foreign exchange differences) are recognized as their net value, when applicable, under the headings “Gains (losses) on financial assets and liabilities held for trading, net”, “Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net” and “Gains (losses) on financial assets designated at fair value through profit or loss, net” in the consolidated income statement (see Note 41).
”Financial assets at fair value through other comprehensive income”
–Debt instruments
Assets recognized under this heading in the consolidated balance sheets are measured at their fair value. This category of valuation implies the recognition of the information in the income statement as if it were an instrument valued at amortized cost, while the instrument is valued at fair value in the balance sheet. Thus, both interest income on these instruments and the exchange differences and impairment that arise in their case are recorded in the profit and loss account, while subsequent changes in its fair value (gains or losses) are recognized temporarily (by the amount net of tax effect) under the heading “Accumulated other comprehensive income (loss) - Items that may be reclassified to profit or loss - Fair value changes of debt instruments measured at fair value through other comprehensive income” in the consolidated balance sheets (see Note 30).
The amounts recognized under the headings “Accumulated other comprehensive income (loss) - Items that may be reclassified to profit or loss - Fair value changes of debt instruments measured at fair value through other comprehensive income” continue to form part of the Group's consolidated equity until the corresponding asset is derecognized from the consolidated balance sheet or until a loss allowance is recognized on the corresponding financial instrument. If these assets are sold, these amounts are derecognized and included under the headings “Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net” in the consolidated income statements (see Note 41).
The net loss allowances in “Financial assets at fair value through other comprehensive income” over the year are recognized under the heading “Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification - Financial assets at fair value through other comprehensive income” (see Note 47) in the consolidated income statement for the year. Interest income on these instruments is recorded in the consolidated profit and loss account (see Note 37). Changes in foreign exchange rates are recognized under the heading “Exchange differences, net" in the consolidated income statements (see Note 41).
–Equity instruments
At the time of initial recognition of specific investments in equity instruments, the BBVA Group may make the irrevocable decision to present subsequent changes in fair value in other comprehensive income. Subsequent changes in this valuation will be recognized in "Accumulated other comprehensive income - Items that will not be reclassified to profit or loss - Fair value changes of equity instruments measured at fair value through other comprehensive income" (see Note 30). Dividends received from these investments are recorded in the heading "Dividend income" in the consolidated income statement (see Note 38). These instruments are not subject to the impairment model of IFRS 9.
“Financial assets at amortized cost”
The assets under this category are subsequently measured at amortized cost, after initial recognition, using the "effective interest rate" method. In the case of floating rate instruments, including inflation-linked bonds, the periodic updates of cash flows to reflect the movement of interest rates and inflation impact the effective interest rate prospectively.
Net loss allowances of assets recorded under these headings arising in each year, calculated using the IFRS 9 model, are recognized under the heading “Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification – Financial assets measured at amortized cost” in the consolidated income statement for such year (see Note 47).
Classification and measurement of financial liabilities
Classification of financial liabilities
Financial liabilities are classified in the following categories:
–Financial liabilities at amortized cost;
–Financial liabilities that are held for trading, including derivatives, are financial instruments which are recorded in this category when the Group’s objective is to generate gains by buying and selling these financial instruments or generate short-term results; and
–Financial liabilities that are designated at fair value through profit or loss on initial recognition under the Fair Value Option. The Group has the option to designate irrevocably, on the initial moment of recognition, a financial liability at fair value through profit or loss provided that doing so results in the elimination or significant reduction of measurement or recognition inconsistency, or if a group of financial liabilities, or a group of financial assets and financial liabilities, has to be managed, and its performance evaluated, on a fair value basis in accordance with a documented risk management or investment strategy.
Measurement of financial liabilities
Financial liabilities are initially recorded at fair value, less transaction costs that are directly attributable to the issuance of instruments, except for financial instruments that are classified at fair value through profit or loss.
Variations in the value of financial liabilities due to the interest accrual and similar items are recorded in the headings “Interest and other income” or “Interest expense”, of the consolidated income statement for the year in which the accrual occurred (see Note 37), except for trading derivatives that are not economic and accounting hedges.
The changes in fair value after the initial recognition, for reasons other than those mentioned in the preceding paragraph, are treated as described below, according to the categories of financial liabilities.
“Financial liabilities held for trading” and “Financial liabilities designated at fair value through profit or loss“
The subsequent changes in the fair value (gains or losses) of the liabilities recognized under these headings of the consolidated balance sheets are recognized as their net value under the headings “Gains (losses) on financial assets and liabilities held for trading, net” and “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” in the consolidated income statements (see Note 41). The changes in the own credit risk of the liabilities designated under the fair value option is presented in “Accumulated other comprehensive income (loss) – Items that will not be reclassified to profit or loss – Fair value changes of financial liabilities at fair value through profit or loss attributable to changes in their credit risk”, unless this treatment brings about or increases an asymmetry in the income statement.
“Financial liabilities at amortized cost”
The liabilities under this category are subsequently measured at amortized cost, using the “effective interest rate” method.
Hybrid financial liabilities
When a financial liability contains an embedded derivative, the Group analyzes whether the economic characteristics and risks of the embedded derivative and the host instrument are closely related.
If the characteristics and risks of the host and the derivative are closely related, the instrument as a whole will be classified and measured according to the general rules for financial liabilities. If, on the other hand, the economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host, its terms meet the definition of a derivative and the hybrid contract is not measured at fair value with changes in fair value recognized in profit or loss, the embedded derivative shall be separated from the host and accounted for as a derivative separately at fair value with changes in profit and loss and the host instrument classified and measured according to its nature.
“Derivatives-Hedge Accounting” and “Fair value changes of the hedged items in portfolio hedges of interest-rate risk”
The Group uses financial derivatives as a tool for managing financial risks, mainly interest rates and exchange rates (See Note 7).
When these transactions meet certain requirements, they are considered "hedging instruments".
Hedging financial derivatives are used to hedge changes in the value of assets and liabilities, changes in cash flows, or the net investment in a foreign business. Fair value hedging is established for fixed rate financial instruments, and cash flow hedges are used for variable rate financial instruments. The Group also carries out exchange risk hedging operations.
Hedging accounting follows IAS 39, and the effectiveness of hedges is evaluated both retrospectively and prospectively, so that they remain within a range between 80% and 125%. The ineffectiveness of hedges, defined as the difference between the change in value of the hedging instrument and the hedged item in each period, attributable to the hedged risk, is recognized in the income statement. This includes both the amount of the ineffectiveness of the hedges established to manage interest rate risk in the period, as well as the ineffectiveness of the hedges established to manage exchange risk, which is mainly attributable to the temporary value of hedges established to manage exchange rate risk (see Notes 15 and 41).
Changes occurring subsequent to the designation of the hedging relationship in the measurement of financial instruments designated as hedged items as well as financial instruments designated as hedge accounting instruments are recognized as follows:
–In fair value hedges, the changes in the fair value of the derivative and the hedged item attributable to the hedged risk are recognized under the heading “Gains (losses) from hedge accounting, net” in the consolidated income statement, with a corresponding offset under the headings where hedging items ("Hedging derivatives") and the hedged items are recognized, as applicable, except for interest-rate risks hedges (which are almost all of the hedges used by the Group), for which the valuation changes are recognized under the headings “Interest and other income” or “Interest expense”, as appropriate, in the consolidated income statement (see Note 37).
–In fair value hedges of interest rate risk of a portfolio of financial instruments (portfolio-hedges), the gains or losses that arise in the measurement of the hedging instrument are recognized in the consolidated income statement, with the corresponding offset on the headings “Derivatives-Hedge Accounting” and the gains or losses that arise from the change in the fair value of the hedged item (attributable to the hedged risk) are also recognized in the consolidated income statement (in both cases under the heading “Gains (losses) from hedge accounting, net”, using, as a corresponding offset, the headings "Fair value changes of the hedged items in portfolio hedges of interest rate risk" in the consolidated balance sheets, as applicable).
–In cash flow hedges, the gain or loss on the hedging instruments relating to the effective portion is recognized temporarily under the heading “Accumulated other comprehensive income (loss) - Items that may be reclassified to profit or loss - Hedging derivatives. Cash flow hedges (effective portion)” in the consolidated balance sheets, with a corresponding offset under the heading “Hedging derivatives” of the assets or liabilities of the consolidated balance sheets as applicable. These differences are recognized in the consolidated income statement at the time the gains or losses of the hedged item are recorded in the income statement, at the time the forecast transaction is executed or at the maturity date of the hedged item. Almost all of the cash flow hedges carried out by the Group relate to interest rate risk and inflation risk of financial instruments, so their valuation changes are recognized under the heading "Interest and other income" or "Interest expense” in the consolidated income statement (see Note 37).
–The changes in value of the hedging items corresponding to the ineffective portions of cash flow hedges are recognized directly in the heading “Gains (losses) from hedge accounting, net” in the consolidated income statement (see Note 41).
–In hedges of net investments in foreign businesses, the valuation changes attributable to the effective portions of hedging items are recognized temporarily under the heading "Accumulated other comprehensive income (loss) - Items that may be reclassified to profit or loss – Hedging of net investments in foreign operations (effective portion)" in the consolidated balance sheets with a corresponding offset under the heading “Hedging derivatives” of the assets or liabilities of the consolidated balance sheets, as applicable. These valuation changes will be recognized in the consolidated income statement when the investment in a foreign business is disposed of or derecognized (see Note 41).
Loss allowances on financial assets
The “expected losses” impairment model is applied to financial assets valued at amortized cost, debt instruments valued at fair value with changes in accumulated other comprehensive income, financial guarantee contracts and other commitments. All financial instruments valued at fair value through profit or loss are excluded from the impairment model.
The standard classifies financial instruments into three categories, which depend on the evolution of their credit risk from the moment of initial recognition and which establish the calculation of the credit risk allowance.
–Stage 1– without significant increase in credit risk
Financial assets which are not considered to have significantly increased in credit risk have loss allowances measured at an amount equal to the expected credit loss that arises from all possible default events within 12 months following the presentation date of the financial statements (12 month expected credit losses).
–Stage 2– significant increases in credit risk
When the credit risk of a financial asset has increased significantly since the initial recognition, the loss allowances of that financial instrument is calculated as the expected credit loss during the entire life of the asset. That is, they are the expected credit losses that result from all possible default events during the expected life of the financial instrument.
–Stage 3 – Impaired
When there is objective evidence that the instrument is credit-impaired, the financial asset is transferred to this category in which the provision for losses of that financial instrument is calculated, as in Stage 2, as the expected credit loss during the entire life of the asset.
When the recovery of any recognized amount is considered remote, such amount is written-off on the consolidated balance sheet, without prejudice to any actions that may be taken in order to collect the amount until the rights extinguish in full either because it is time-barred debt, the debt is forgiven, or other reasons.
The BBVA Group has applied the following definitions:
–Credit-impaired asset
An asset is credit-impaired (stage 3) if one or more events have occurred and they have a detrimental impact on the estimated future cash flows of the asset.
Historically, the definition of credit-impaired asset under IFRS 9 has been substantially aligned with the definition of default used by the Group for internal credit risk management, which is also the definition used for regulatory purposes. In 2021 the Group updated its definition of default to conform to that set forth in the European Banking Authority (hereinafter EBA) Guidelines, in compliance with article 178 of Regulation (EU) No 575/2013 (CRR). The Group consequently updated the definition of credit-impaired asset (stage 3), considering it a change in accounting estimates, re-establishing the consistency with the definition of default and guaranteeing the integration of both definitions in credit risk management.
The determination of an asset as impaired and its classification in stage 3 is based exclusively on the risk of default, without considering the effects of credit risk mitigating measures such as guarantees and collaterals. Specifically, the following financial assets are classified in stage 3:
a.Impaired assets for objective reasons or delinquency: when there are unpaid amounts of principal or interest for more than 90 days.
According to IFRS 9, the 90-days past due default is a presumption that can be rebutted in those cases where the entity considers, based on reasonable and supportable information, that it is appropriate to use a longer term. As of December 31, 2023, the Group has not used terms exceeding 90 days past due.
b.Impaired assets for subjective reasons (other than delinquency): when circumstances are identified that show, even in the absence of defaults, that it is not probable that the debtor will fully comply with its financial obligations. For this purpose, the following indicators are considered, among others:
– Significant financial difficulties of the issuer or the borrower.
–Granting by the lender or lenders to the borrower, for economic or contractual reasons related to the latter's financial difficulties, of concessions or advantages that they would not have otherwise granted.
–Breach of contractual clauses, such as events of default or default.
–Increasing probability that the borrower will go into bankruptcy or some other situation of financial reorganization.
–Disappearance of an active market for the financial asset due to financial difficulties.
–Others that may affect the committed cash flows such as the loss of the debtor's license or that it has committed fraud.
–Generalized delay in payments. In any case, this circumstance exists when, during a continuous period of 90 days prior to the reporting date, a material amount has remained unpaid.
–Sales of credit exposures of a client with a significant economic loss will imply that the rest of its operations are considered impaired.
Relating to the granting of concessions due to financial difficulties, it is considered that there is an indicator of unlikeliness to pay, and therefore the client must be considered impaired, when the refinancing or restructuring measures may result in a diminished financial obligation caused by a forgiveness or material deferral of principal, interest or fees. Specifically, unless proven otherwise, transactions that meet any of the following criteria will be reclassified to the category of impaired assets:
a.Irregular repayment schedule.
b.Contractual clauses that delay the repayment of the loan through regular payments. Among others, grace periods of more than two years for the amortization of the principal will be considered clauses with these characteristics.
c.Amounts of principal or interest written off from the balance sheet as its recovery is considered remote.
In any case, a restructuring will be considered impaired when the reduction in the net present value of the financial obligation is greater than 1%.
Credit risk management for wholesale counterparties is carried out at the customer (or group) level. For this reason, the classification of any of a client's material exposures as impaired, whether due to more than 90 days of default or due to any of the subjective criteria, implies the classification as impaired of all the client's exposures.
Regarding retail clients, which are managed at the individual loan level, the scoring systems review their score, among other factors, in the event of a breach in any of their operations or incurring generalized delays in payments, which also triggers the necessary recovery actions. Among them are the refinancing measures that, where appropriate, may lead to all the client's operations being considered impaired. Furthermore, given the granularity of the retail portfolios, the differential behavior of these clients in relation to their products and collateral provided, as well as the time necessary to find the best solution, the Group has established as an indicator that when a transaction of a retail client is in default in excess of 90 days or shows a general delay in payments and this represents more than 20% of the client's total balance, all its transactions are considered impaired.
When operations by entities related to the client fall into stage 3, including both entities of the same group and those with which there is a relationship of economic or financial dependence, the transactions of the holder will also be classified as stage 3 if after the analysis it is concluded that there are reasonable doubts about the full payment of the loans.
The stage 3 classification will be maintained for a cure period of 3 months from the disappearance of all indicators of impairment during which the client must demonstrate good payment behavior and an improvement in their credit quality in order to corroborate the disappearance of the causes that motivated the classification of the debt as impaired. In the case of refinancing and restructuring, the cure period is one year (see Note 7.2.7 for more details).
These criteria are aligned in all the geographical areas of the Group, maintaining only minor differences to facilitate the integration of management at the local level.
–Significant increase in credit risk
The objective of the impairment requirements is to recognize lifetime expected credit losses for financial instruments for which there have been significant increases in credit risk since initial recognition considering all reasonable and supportable information, including that which is forward-looking.
The model developed by the Group for assessing the significant increase in credit risk has a two-prong approach that is applied globally (for more detail on the methodology used, see Note 7.2.1):
–Quantitative criterion: the Group uses a quantitative analysis based on comparing the current expected probability of default over the life of the transaction with the original adjusted expected probability of default, so that both values are comparable in terms of expected default probability for their residual life.
–Qualitative criterion: most indicators for detecting significant risk increase are included in the Group's systems through rating and scoring systems or macroeconomic scenarios, so the quantitative analysis covers the majority of circumstances. The Group uses additional qualitative criteria to identify significant increase in credit risk and thus, to include circumstances that are not reflected in the rating/score systems or macroeconomic scenarios used. Such qualitative criteria are the following:
a.More than 30 days past due. According to IFRS 9, default of more than 30 days is a presumption that can be rebutted in those cases in which the entity considers, based on reasonable and documented information, that such non-payment does not represent a significant increase in risk. As of December 31, 2023, the Group has not considered periods higher than 30 days.
b.Watch List: They are subject to special watch by the Risk units because they show negative signs in their credit quality, even though there may be no objective evidence of impairment.
c.Refinance or restructuring that does not show evidence of impairment, or that, having been previously identified, the existence of significant increase in credit risk may still exist.
Although the standard introduces a series of operational simplifications, also known as practical solutions, for analyzing the increase in significant risk, the Group does not use them as a general rule. However, for high-quality assets, mainly related to certain government institutions and bodies, the standard allows for considering that their credit risk has not increased significantly because they have a low credit risk at the presentation date. This possibility is limited to those financial instruments that are classified as having high credit quality and high liquidity to comply with the liquidity coverage ratio (hereinafter, "LCR"). This does not prevent these assets from being assigned the credit risk coverage that corresponds to their classification as stage 1 based on their credit rating and macroeconomic expectations.
Method for calculating Expected Credit Loss (ECL)
Method for calculating expected loss
The measurement of expected losses must reflect:
–A considered and unbiased amount, determined by evaluating a range of possible results;
–The time value of money; and
–Reasonable and supportable information that is available without undue cost or effort and that reflects current conditions and forecasts of future economic conditions.
Expected losses are measured both individually and collectively.
The individualized estimate of credit losses results from calculating the difference between the expected cash flows discounted at the effective interest rate of the transaction and the carrying amount of the instrument (see Note 7.2.1).
For the collective measurement of expected losses the instruments are classified into groups of assets based on their risk characteristics. Exposure within each group is grouped according to credit risk common characteristics, which indicate the payment capacity of the borrower according to the contractual conditions. These risk characteristics have to be relevant in estimating the future flows of each group. The characteristics of credit risk may consider, among others, the following factors (see Note 7.2.1):
–Type of instrument.
–Rating or scoring tools.
–Credit risk scoring or rating.
–Type of collateral.
–Amount of time at default for stage 3.
–Segment.
–Qualitative criteria which can have a significant increase in risk.
–Collateral value if it has an impact on the probability of a default event.
The estimated losses are derived from the following parameters:
–PD: estimate of the probability of default in each period.
–EAD: estimate of the exposure in case of default at each future period, taking into account the changes in exposure after the closing date of the financial statements.
–LGD: estimate of the loss in case of default, calculated as the difference between the contractual cash flows and receivables, including guarantees. For these purposes, the probability of executing the guarantee, the moment until its ownership and subsequent realization are achieved, the expected cash flows and the acquisition and sale costs, are considered in the estimation.
–CCF: cash conversion factor is the estimate made on off-balance sheet contractual arrangements to determine the exposure subject to credit risk in the event of a default.
At the BBVA Group, the calculated expected credit losses are based on internal models developed for all portfolios within the IFRS 9 scope, except for the cases that are subject to individual analysis.
The calculation and recognition of expected credit losses includes exposures with governments and credit institutions, for which, despite having a reduced number of defaults in the information databases, internal models have been developed, considering, as sources of information, the data provided by external rating agencies or other observed in the market, such as changes in bond yields, prices of credit default swaps or any other public information on them.
Use of present, past and future information
IFRS 9 requires incorporation of present, past and future information to detect any significant increase in risk and measure expected loss, which must be carried out on a weighted probability basis.
The standard does not require identification of all possible scenarios for measuring expected loss. However, the probability of a loss event occurring and the probability it will not occur have to be considered, even though the possibility of a loss may be very low. To achieve this, the Group generally evaluates the linear relationship between its estimated loss parameters (PD, LGD and EAD) with the historical and future forecasts of the macroeconomic scenarios.
Additionally, when there is no linear relation between the different future economic scenarios and their associated expected losses, more than one future economic scenario must be used for the measurement.
The approach taken by the Group consists of using a methodology based on the use of three scenarios. The first is the most probable scenario (base scenario) that is consistent with that used in the Group's internal management processes, and two additional ones, one more positive and the other more negative. The combined outcome of these three scenarios is calculated considering the weight given to each of them. The main macroeconomic variables that are valued in each of the scenarios for each of the geographies in which the Group operates are the Gross Domestic Product (GDP), the real estate price index, interest rates and the unemployment rate. The main goal of the Group's approach is seeking the greatest predictive capacity with respect to the first two variables (see Note 7.2.1).
Derecognition of the balance due to impairment on financial assets (write-offs)
Debt instruments are classified as written-off once, after being analyzed, it is reasonably considered that their recovery is remote due to the notorious and irrecoverable deterioration of the solvency of the holder of the operation.
Based on their procedures and particularities, the Group entities recognize operations as a write-off where, following their analysis, there are no reasonable expectations of recovery of the debt, taking into account aspects such as: the time elapsed since the classification as doubtful operations due to delinquency, the coverage levels achieved, type of portfolio or product, bankruptcy status of the holder and the existence of guarantees, their valuation and execution capacity. In those cases where the guarantee is significant, there is the possibility of making partial write-offs on the non-guaranteed portion.
The classification of an operation as written-off, entails the recognition of losses for the carrying amount of the related debt and results in a derecognition in the same amount from the balance sheet (see Note 7.2.5).
2.2.2Transfers and derecognition of financial assets and liabilities
The accounting treatment of transfers of financial assets is determined by the form in which risks and benefits associated with the financial assets involved are transferred to third parties. Financial assets are only derecognized from the consolidated balance sheet when the cash flows that they generate are extinguished, when their implicit risks and benefits have been substantially transferred to third parties or when the control of financial asset is transferred even in case of no physical transfer or substantial retention of such assets. In the latter case, the financial asset transferred is derecognized from the consolidated balance sheet, and any right or obligation retained or created as a result of the transfer is simultaneously recognized.
Similarly, financial liabilities are derecognized from the consolidated balance sheet only if their obligations are extinguished or acquired (with a view to subsequent cancellation or renewed placement).
The Group is considered to have transferred substantially all the risks and benefits if such risks and benefits account for the majority of the risks and benefits involved in ownership of the transferred financial assets.
Treatment of securitizations
The securitizations funds to which the Group entities transfer their credit portfolios are consolidated entities of the Group. For more information, refer to Note 2.1 “Principles of consolidation”.
The Group considers that the risks and benefits of the securitizations are substantially retained if the subordinated bonds are held and/ or if subordination funding has been granted to those securitization funds, which means that the credit loss risk of the securitized assets will be assumed. Consequently, the Group is not derecognizing those transferred loan portfolios.
Synthetic securitizations are transactions where risk is transferred through derivatives or financial guarantees and in which the exposure of these securitizations remains in the balance sheet of the Group. The Group has established the synthetic securitizations through received financial guarantees. As for the commissions paid, they are accrued during the term of the financial guarantee.
2.2.3Financial guarantees
Financial guarantees are considered to be those contracts that require their issuer to make specific payments to reimburse the holder of the financial guarantee for a loss incurred when a specific borrower breaches its payment obligations on the terms – whether original or subsequently modified – of a debt instrument, irrespective of the legal form it may take. Financial guarantees may take the form of a deposit, bank guarantee, insurance contract or credit derivative, among others.
In their initial recognition, financial guarantees are recognized as liabilities in the consolidated balance sheet at fair value, which is generally the present value of the fees, commissions and interest receivable from these contracts over the term thereof, and the Group simultaneously recognizes a corresponding asset in the consolidated balance sheet for the amount of the fees and commissions received at the inception of the transactions and the amounts receivable at the present value of the fees, commissions and interest outstanding.
Financial guarantees, irrespective of the guarantor, instrumentation or other circumstances, are reviewed periodically so as to determine the credit risk to which they are exposed and, if appropriate, to consider whether a provision is required for them. The credit risk is determined by application of criteria similar to those established for quantifying loss allowances on debt instruments measured at amortized cost (see Note 2.2.1).
The provisions recognized for financial guarantees are recognized under the heading “Provisions - Provisions for contingent risks and commitments” on the liability side in the consolidated balance sheets (see Note 24). These provisions are recognized and reversed with a charge or credit, respectively to “Provisions or reversal of provision” in the consolidated income statements (see Note 46).
Income from financial guarantees is recorded under the heading “Fee and commission income” in the consolidated income statement and is calculated by applying the rate established in the related contract to the nominal amount of the guarantee (see Note 40).
Synthetic securitizations made by the Group to date meet the requirements of the accounting regulations for accounting as guarantees.
2.2.4Tangible Assets
Tangible assets are classified according to their nature:
–Property, plant and equipment for own use
This heading includes the assets under ownership or acquired under lease terms (right to use), intended for future or current use by the Group and that it expects to hold for more than one year. It also includes tangible assets received by the Group in full or partial settlement of receivables from third parties which are expected to be held for continuing use.
–Investment properties
Includes the value of land, buildings and other structures that are held either for rental or for capital gain on sale, and which are not expected to be used in the ordinary course of business and are not intended for own use.
–Assets leased out under an operating lease
Includes assets for which the Group has granted the right of use to another company through an operating lease contract.
In general, and as an accounting policy option, tangible assets are recorded in the balance sheets under the cost model, i.e., at acquisition cost, less the related accumulated depreciation and, if applicable, the estimated impairment losses resulting from comparing the net book value of each item with its corresponding recoverable value (see Note 17).
The Group uses the straight-line method to calculate depreciation over the estimated useful life of the asset. The depreciation charge for tangible assets is recorded under "Depreciation and amortization" in the income statement (see Note 45) and is the result of using the following depreciation rates:
|
|
|
|
|
|
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| General depreciation rates for tangible assets |
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|
|
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| Type of assets |
|
Annual Percentage |
| Buildings for own use |
|
1% - 4% |
| Furniture |
|
8% - 10% |
| Fixtures |
|
6% - 12% |
| Office supplies and hardware |
|
8% - 25% |
| Lease use rights |
|
The lesser of the lease term or the useful life of the underlying asset |
At each reporting date, the Group analyzes whether there are indicators that a tangible asset may be impaired and, if any, adjusts the carrying amount to its recoverable amount, modifying future depreciation charges in accordance with its revised remaining useful life. Similarly, if there is indication that the value of a tangible asset that was previously impaired has been recovered, the Group estimates the recoverable amount of the asset and recognizes in the income statement the reversal of the impairment loss recognized in previous years and thus, adjusts the future depreciation charges. Any impairment or reversal of impairment will be recognized with the offsetting entry recorded to the heading “Impairment or reversal of impairment of non-financial assets - Intangible assets” of the consolidated income statement (see Note 49).
In the BBVA Group, most of the buildings held for own use are assigned to the different Cash Generating Units (hereinafter, "CGUs") to which they belong. The corresponding impairment analyses are performed for these CGUs to determine whether sufficient cash flows are generated to support the value of the assets comprised therein.
Operating and maintenance expenses relating to tangible assets for own use are recognized in the year in which they are incurred under "Administrative expenses - Property, plant and equipment" in the income statement (see Note 44.2).
Additionally, for those geographical areas with subsidiaries where the Group applies IAS 29 "Financial Reporting in Hyperinflationary Economies", this type of asset is adjusted, at each balance sheet date, to show variations in the purchasing power of the currency due to inflation from the date of acquisition or inclusion in the consolidated balance sheet (see Note 2.2.18).
2.2.5Leases
In general, the Group will record assets and liabilities for lease contracts by recording a right of use (right to use the leased asset) under ''Tangible assets - Property, plant and equipment'' and ''Tangible assets - Investment property'' (see Note 17), and a lease liability (its obligation to make lease payments) under ''Financial liabilities at amortized cost - Other financial liabilities'' (see Note 22.5). The BBVA Group applies two exceptions in the case of short-term leases and leases whose underlying asset is of low value. In these cases, lease payments are recognized under "Other operating expense" (see Note 42) in the consolidated income statement over the term of the lease.
At the initial date of the lease, the lease liability is equal to the present value of all lease unpaid payments. Subsequently, it is valued at amortized cost.
The right to use assets is initially recorded at cost and is subsequently reduced by accumulated amortization and accumulated impairment. The Group has decided to calculate depreciation using the straight-line method. Depreciation of tangible assets is recorded under "Depreciation and amortization" in the consolidated statement of income (see Note 45).
The interest expense on the lease liability is recorded under the heading “Interest expense” (see Note 37.2). Variable payments not included in the initial measurement of the lease liability are recorded under the heading “Administration costs – Other administrative expense” (see Note 44.2).
Operating lease and sublease incomes are recognized in the consolidated income statements under the headings “Other operating income” (see Note 42).
On the other hand, when the Group acts as a lessor, it classifies leases as finance or operating leases. In finance leases, the sum of the present values of the amounts received plus the guaranteed residual value is recorded as financing provided to third parties and is included under "Financial assets at amortized cost" in the consolidated balance sheet (see Note 14).
In operating leases, the acquisition cost of the leased assets is presented under "Tangible assets - Property, plant and equipment - Assigned under operating leases" in the consolidated balance sheet (see Note 17). These assets are depreciated in accordance with the policies adopted for similar tangible assets for own use and the income and expenses arising from the lease contracts are recognized in the consolidated income statement on a straight-line basis under "Other operating income" and "Other operating expense", respectively (see Note 42).
If a fair value sale and leaseback results in a lease, the profit or loss generated from the effectively transferred part of the sale is recognized in the consolidated income statement at the time of sale (only for the effectively transmitted part).
The assets leased out under operating lease contracts to other entities in the Group are treated in the consolidated financial statements as for own use, and thus rental expense and income is eliminated in consolidation and the corresponding depreciation is recognized.
Additionally, for those geographical areas with subsidiaries where the Group applies IAS 29 "Financial Reporting in Hyperinflationary Economies", this type of asset is being adjusted to show changes in the purchasing power of the currency due to inflation from the date of acquisition or inclusion in the consolidated balance sheet (see Note 2.2.18).
2.2.6Non-current assets and disposal groups classified as held for sale and liabilities included in disposal groups classified as held for sale
This heading includes the carrying amount of individual items or items integrated in a group ("disposal group") or that form part of a significant business line or geographical area that is intended to be disposed of (“discontinued operation”) whose sale is highly probable to take place under the current conditions within a period of one year from the date to which the financial statements refer. Additionally, it includes assets that were expected to be disposed of within one year, but for which disposal there is a delay caused by events and circumstances beyond the Group's control, and there is sufficient evidence that the Group remains committed to its plan for sale (see Note 21), in particular, regarding real estate assets or other assets received to cancel, in whole or in part, the payment obligations of debtors for credit operations. These assets are not amortized as long as they remain in this category.
With respect to valuation, in general, foreclosed real estate assets or assets received in payment of debts are recognized both at the date of acquisition and subsequently, at the lower of their fair value less estimated costs to sell and their carrying amount, with the possibility of recognizing an impairment or reversal of impairment for the difference, if applicable. When the amount of the sale less estimated costs to sell exceeds the carrying amount, the gain is not recognized until the time of disposal and derecognition.
The applicable carrying value of the financial asset is updated at the time of foreclosure, treating the foreclosed property as collateral and taking into account the corresponding credit risk hedges at the time prior to delivery. The fair value of foreclosed assets is based mainly on appraisals or valuations performed by independent experts with a maximum age of one year, or less if there are indications of impairment; in addition, by appraisal, the need to apply a discount on the asset based on its specific conditions or market conditions for such type of assets is evaluated and in any case, the entity’s estimated sale costs are deducted.
Gains/losses on disposal of these assets and impairment losses are recognized under "Gains (losses) on non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations" in the consolidated income statement (see Note 50). Other income and expenses are classified in the income statement items according to their nature.
The income and expenses of discontinued operations generated in the year, even if they were generated prior to their classification as discontinued operations, are presented, net of the tax effect, as a single amount under "Profit (loss) after tax from discontinued operations" in the consolidated income statement. This caption also includes the results obtained on disposal (net of the tax effect).
Additionally, for those geographical areas with subsidiaries where the Group applies IAS 29 "Financial Reporting in Hyperinflationary Economies", this type of assets is being adjusted to show changes in the purchasing power of the currency due to inflation from the date of acquisition or inclusion in the consolidated balance sheet (see Note 2.2.18).
2.2.7Intangible assets
Goodwill
Goodwill represents the advance payment made by the entity for future economic benefits, from assets that have not been individually identified nor separately recognized in a business combination.
Goodwill is allocated to one or more cash-generating units (CGUs) that are expected to be the beneficiaries of the synergies derived from the business combinations. CGUs represent the smallest identifiable groups of assets that generate cash flows for the Group. Goodwill is not amortized and is periodically tested for impairment (see Note 18), comparing the carrying amount of that CGU - adjusted by the amount of goodwill attributable to minority interests, in the event that the Group has not chosen to measure minority interests at fair value, with its recoverable amount.
The recoverable amount of a CGU is equal to the fair value less sale costs or its value in use, whichever is greater. Value in use is calculated as the discounted value of the cash flow projections that the unit’s management estimates and is based on the latest budgets approved for the coming years. The main assumptions used in its calculation are: a growth rate to extrapolate the cash flows indefinitely, and the discount rate used to discount the cash flows, which is equal to the cost of the capital assigned to each CGU, and equivalent to the sum of the risk-free rate plus a risk premium inherent to the CGU being evaluated for impairment. If the carrying amount of the CGU exceeds the related recoverable amount, the Group recognizes an impairment loss.
Impairment losses on goodwill are recorded under "Impairment or reversal of impairment of non-financial assets - Intangible assets" (see Note 49).
Other intangible assets
These assets may have an indefinite useful life if it is concluded that there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the consolidated entities. In all other cases they have a finite useful life (see Note 18.2).
Intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually.
Intangible assets with a finite useful life are amortized according to the duration of this useful life, using methods similar to those used to depreciate tangible assets. Finite useful life intangible assets consist mainly of IT applications acquisition costs which have a useful life, in general, of 5 years. Internally developed software is recognized as an intangible asset when, among other requirements, it has the capacity to be used or sold, it is identifiable and its capacity to generate economic benefits in the future can be demonstrated. The amortization charge of these assets is recognized in the consolidated income statements under the heading "Depreciation and amortization" (see Note 45).
Any impairment losses on the carrying amount of these assets will be recognized under the heading “Impairment or reversal of impairment on non-financial assets- Intangible assets” in the consolidated income statements (see Note 49). The criteria used to recognize the impairment losses on these assets and, where applicable, the recovery of impairment losses recognized in prior years, are similar to those used for tangible assets.
Additionally, for those geographical areas with subsidiaries where the Group applies IAS 29 "Financial Reporting in Hyperinflationary Economies", this type of asset is being adjusted to show changes in the purchasing power of the currency due to inflation from the date of acquisition or inclusion in the consolidated balance sheet (see Note 2.2.18).
2.2.8Insurance and reinsurance contracts
Assets and liabilities under insurance and reinsurance contracts under IFRS 17 applicable to 2023 and 2022
The initial application date of IFRS 17 by the BBVA Group was January 1, 2023 and it has been applied to the year ended December 31, 2023, with a transition date of January 1, 2022. IFRS 17 superseded IFRS 4 as the accounting standard applicable to the recognition, measurement and presentation of contracts that transfer significant insurance risk, with one year of comparative information, that is, for the BBVA Group, from January 1, 2022 to December 31, 2022 has been restated accordingly (see Note 2.3 and Appendix X).
The assets and liabilities of the BBVA Group’s insurance subsidiaries are recognized according to their nature under the corresponding headings of the consolidated balance sheet.
The heading “Insurance and reinsurance assets” in the consolidated balance sheets includes the amounts that the consolidated insurance subsidiaries are entitled to receive under the reinsurance contracts entered into by them with third parties and, more specifically, the value of reinsurance covers in respect of the insurance liabilities recognized by the consolidated subsidiaries.
The heading “Liabilities under insurance and reinsurance contracts” in the consolidated balance sheets includes the liabilities recognized due to insurance contracts recorded by the consolidated subsidiaries in accordance with IFRS 17 (see Note 23).
The income or expense reported by the BBVA Group’s consolidated insurance subsidiaries on their insurance activities is recognized, in accordance with their nature, in the corresponding items of the consolidated income statements.
Definition, grouping and classification
The Group evaluates whether a significant insurance risk from a third party is being accepted in its contracts, when agreeing to compensate the policyholder if a specified uncertain future event adversely affects the policyholder. Thus, it identifies those insurance contracts that fall within IFRS 17. This evaluation was already carried out by the Group under IFRS 4 for the classification of its contracts between insurance contracts and financial liabilities.
The BBVA Group groups insurance contracts considering the following aspects:
–whether they are subject to similar risks and are managed jointly, separating as well direct insurance and reinsurance contracts.
– their profitability or onerousness (in general, the Group classifies contracts by their profitability into two groups: onerous contracts, and non-onerous contracts or contracts without a significant possibility of becoming onerous)1.
–and their year of issuance or cohort, grouping by this last criterion the contracts issued in the calendar year, i.e., between January 1 and December 31 of each year.
Since the Group has chosen the fair value transition approach, for long-term contracts (mainly life-risk and life-saving insurance) issued prior to the transition date of January 1, 2022 (see Note 2.3), it has not been necessary to aggregate the contracts by previous cohorts. For contracts issued after the transition date, the Group classifies them by year of issuance, and therefore, the Group has not accepted the exception provided for in the adoption of the standard by the European Union on annual cohorts in products with matched cash flows2.
The Group has applied the analysis on the separation of non-insurance components only to insurance contracts falling under the scope of IFRS 17, with the entities identifying within their portfolios the existence of non-insurance components, and concluding based on expert judgment whether or not they need to separate them. In the case of non-separable investment components, they are included in the asset or liability, as appropriate, but are excluded from insurance income or expenses in the income statement.
The initial recognition date has been established as the earliest of: the beginning of the coverage period of the group of contracts, the date when the first payment from an insurance policyholder in the group became due, or in the case of a group of onerous contracts, when the group becomes onerous. From that date, the insurance and reinsurance contracts have been reflected in the consolidated financial statements and valued in accordance with the provisions of IFRS 17.
The Group derecognizes insurance contracts when the contract expires, that is, upon expiration of the contract or upon settlement of all the benefits of the contract or upon its cancellation; or when a modification is made to the terms of the contract that gives rise to derecognition.
1 There is the possibility of defining three or more onerous groups.
2 Article 2 of Regulation (EU) 2021/2036 of the Commission of November 19, 2021.
Valuation methods
The Group has carried out an analysis of the limits of insurance and reinsurance contracts under IFRS 17, separately, applying the General Model (Building Block Approach) by default to all contracts, except those eligible to be valued by the Simplified Model (Premium Allocation Approach), or the Variable Fee Approach.
The General Model requires that insurance contracts be initially valued for the total of:
–fulfillment cash flows, which comprise the estimation of future cash flows discounted to reflect the time value of money, the financial risk associated, and a risk adjustment for non-financial risk that would represent the compensation required for the uncertainty associated with the amount and timing of the expected cash flows;
–and the contractual service margin (CSM), which represents the expected unearned profit from insurance contracts, which will be recognized in the entity’s income statement as the service is provided in the future, instead of being recognized at the time of the estimation.
Subsequently, the amount recognized in the consolidated balance sheet for each group of insurance contracts measured under this model comprises the liability for remaining coverage, which includes the aforementioned fulfillment cash flows and the contractual service margin, and the liability for incurred claims, which includes the cash flows from related to claims that have occurred, but have not been paid, discounted to reflect the time value of money, the financial risk associated with future cash flows, and a risk adjustment for non-financial risk that would represent the compensation required by the uncertainty associated with the amount and timing of the expected cash flows. The Group uses the General Model for the valuation of liabilities under insurance and reinsurance contracts that correspond to long-term commitments, a portfolio that represents the majority of what is recorded in the balance sheet.
The Group used the Simplified Model in the valuation of the liability for remaining coverage of contracts with a coverage period of one year or less, or in those contracts with a duration of more than one year but which are not expected to have a valuation significantly different from that of the General Model. Under this Simplified Model, the liability for remaining coverage is made up of the premiums received (collected), less the cash flows for the acquisition of the insurance paid, plus or minus the premiums or expected acquisition cash flows recorded in the income statement, respectively. The income statement recording is carried out on a linear basis throughout the coverage period of the contract, in the event that the accrual of income is also accrued. By default, the Group has chosen to defer acquisition expenses, although there is an option to recognize such expenses when they are incurred. In turn, the groups of contracts valued under this model have a liability for incurred claims calculated in a manner similar to that of the General Model. The Group has valued direct insurance contracts whose coverage period is less than one year, using the Simplified Model, the same method used for the valuation of assets for the reinsurance ceded. This model has also been used by the Group when the valuation under this Simplified Model does not differ significantly from that which would be produced by applying the General Model.
The amount of the contracts valued following the Variable Fee Approach is residual in the Group.
The BBVA Group has defined and identified for each group of contracts the hedging units to be used for the release to profit or loss of the contractual service margin, in accordance with IFRS 17, and subsequent interpretations issued by the Transition Resource Group for IFRS 17 and the IFRIC. The adjustments made to the contractual service margin in the subsequent measurement are those established in paragraph 44 of IFRS 17.
Furthermore, the Group has chosen the accounting policy option of not changing the treatment of accounting estimates made in previous interim closings.
Discount rate
The methodology used to obtain the discount rate differs according to the entity and portfolio to which it is applied, highlighting mainly the cases of the companies in Spain and Mexico, where the Group has greater presence (see Note 23). In the first case, the top-down approach has been mainly applied and it has been verified that the Internal Rate of Return (hereinafter “IRR”) of the entity’s asset portfolio converges with the IRR of a reference portfolio from which the European Insurance and Occupational Pensions Authority (hereinafter “EIOPA”) fundamental spread is discounted for. In the second case, the top-down approach has been used for immunized portfolios (see Glossary), eliminating the spread for credit risk through the EIOPA fundamental spread. However, in non-immunized portfolios, the bottom-up approach has been used, using the swap curve as the risk-free rate.
Risk adjustment for non-financial risk
The risk adjustment for non-financial risk represents the compensation required for bearing uncertainty about the amount and timing of the associated cash flows. To estimate the non-financial risk adjustment, the Group has used its own methodologies based on calculations of the Value at Risk (VaR) of the commitments associated with the Life and Non-Life businesses, using in the case of Spain a confidence level of 80% and in the case of Mexico 70%.
Onerosity
An insurance contract is onerous at the date of initial recognition if the fulfilment cash flows allocated to the contract, any previously recognized insurance acquisition cash flows and any cash flows arising from the contract at the date of initial recognition in total are a net outflow.
The Group has classified the contracts valued under the General Model into onerous groups, considering the fulfillment cash flows, acquisition expenses and any other attributable cash flow. The evaluation is carried out, in general terms, contract by contract, except in those cases where it is possible to group into sets of homogeneous contracts.
Contracts valued under the Simplified Model, by default, are assumed to be non-onerous at their initial recognition, unless there are facts and circumstances that indicate otherwise, where the Group relies on information from existing internal reports (ratios and indicators) for monitoring business performance, adjusted to the criteria of IFRS 17, as well as market evolution expectations based on expert judgment. The granularity to carry out this evaluation may be the same as that used to monitor the business through the abovementioned internal reports.
In the same way as the contractual service margin represents the estimated future benefit of the insurance contract, the loss component is the estimated loss of the onerous contract. The accounting record of these two concepts has a different temporality: while the margin is deferred throughout the duration of the contract according to the contractual limits, the loss component is recognized in the income statement as soon as it is known, which will result in the carrying amount of the group's liability being equal to the fulfilment cash flows and the group's contractual service margin being equal to zero.
Throughout the life of a contract, the assumptions used to project future cash flows may change and, consequently, the expected return on a contract may increase or decrease. This means that a group of contracts initially classified as onerous may become more onerous, or on the contrary, in the subsequent measurement the assumptions used to estimate the cash flows may change so much that the previously recognized loss could be reversed.
Reinsurance
In general, the Group values reinsurance covers under the Simplified Model, valuing the asset for remaining coverage of contracts with a coverage period of one year or less, or in those contracts with a duration of more than one year, but which are not expected to produce a valuation significantly different from that of the General Model. This method also includes the asset for incurred claims.
Effect on results
In general, for the presentation of the financial income or expenses from insurance contracts that arise as a result of the change in the discount rate, both due to the effect of the time value of money as well as the effect of financial risk, the Group has chosen the accounting policy option of disaggregating these financial income or expenses from insurance contracts between recording them in the "Net interest income" and in "Accumulated other comprehensive income (loss)", in order to minimize accounting asymmetries in the valuation and recognition of financial investments under IFRS 9 and insurance contracts under IFRS 17.
The Group has chosen to disaggregate the changes in the risk adjustment between financial and non-financial, so that the change in the value of the risk adjustment derived from the effect of the time value of money, and changes in it, is recorded as a financial income or expense from insurance contracts. Insurance revenue is recognized over the period the entity provides insurance coverage, excluding any investment component.
The loss component, in the case of onerous contracts, corresponds to the losses attributable to each group of contracts, both at initial recognition and at a later time.
Assets and liabilities under insurance and reinsurance contracts under IFRS 4 applicable to 2021
Information as of and for the year ended December 31, 2021 is presented following the policies and valuation criteria established by IFRS 4, which was applicable as of December 31, 2021.
Pursuant to IFRS 4, the consolidated insurance entities of the BBVA Group recognized the amounts of the premiums written and a charge for the estimated cost of the claims that would be incurred at their final settlement to their consolidated income statements. At the close of the year, the amounts collected and unearned, as well as the costs incurred and unpaid, were accrued.
The most significant provisions recorded by consolidated insurance entities with respect to insurance policies issued by them, according to the type of product, could be as follows:
–Life insurance provision: Represents the value of the net obligations undertaken with the life insurance policyholder. These provisions include: Provisions for unearned premiums and mathematical reserves.
–Non-life insurance provision: Includes provisions for unearned premiums and provisions for unexpired risks.
–Provision for claims: This reflects the total amount of the outstanding obligations arising from claims incurred prior to year-end. The provision is equivalent to the difference between the total estimated or certain cost of the claims not yet reported, settled or paid, and the total amounts already paid in relation to such claims.
–Provision for bonuses and rebates: This provision includes the amount of the bonuses accruing to policyholders, insurees or beneficiaries and the premiums to be returned to policyholders or insurees, as the case may be, based on the behavior of the risk insured, to the extent that such amounts have not been individually assigned to each of them.
–Technical provisions for reinsurance cover: Calculated by applying the criteria indicated above for direct insurance, taking account of the assignment conditions established in the open reinsurance contracts.
–Other technical provisions: These are provisions to cover the probable mismatches in the market reinvestment interest rates with respect to those used in the valuation of the technical provisions.
2.2.9Tax assets and liabilities
Expenses on corporate income tax applicable to the BBVA Group’s Spanish entities and on similar income taxes applicable to consolidated foreign entities are recognized as an expense for the period in the consolidated income statement, except when they result from transactions on which the profits or losses are recognized directly in equity, in which case the related tax effect is also recognized in equity.
The total corporate income tax expense is calculated by aggregating the current tax arising from the application of the corresponding tax rate as per the tax base for the year (after deducting the tax credits or discounts allowable for tax purposes) and the change in deferred tax assets and liabilities recognized in the consolidated income statement.
Deferred tax assets and liabilities include temporary differences, the carryforward of unused tax losses and carryforward of unused tax credits or discount carry forwards. These amounts are calculated by applying to each temporary difference the tax rates that are expected to apply when the asset is realized or the liability settled (see Note 19).
The "Tax Assets" line item in the consolidated balance sheets includes the amount of all the assets of a tax nature, broken down into: "Current” (amounts of tax recoverable in the next twelve months) and "Deferred" (which includes the amount of tax to be recovered in future years, including those arising from tax losses or credits for deductions or rebates that can be compensated). The "Tax Liabilities" line item in the consolidated balance sheets includes the amount of all the liabilities of a tax nature, except for provisions for taxes, broken down into: "Current” (income tax payable on taxable profit for the year and other taxes payable in the next twelve months) and "Deferred" (the amount of corporate tax payable in subsequent years).
Deferred tax liabilities attributable to taxable temporary differences associated with investments in subsidiaries, associates or joint venture entities are recognized as such, except where the Group can control the timing of the reversal of the temporary difference and it is unlikely that it will reverse in the future. Deferred tax assets are only recognized to the extent that it is probable that the consolidated entities will generate enough taxable profits to make deferred tax assets effective and do not correspond to those from initial recognition (except in the case of business combinations), which also does not affect the fiscal outcome.
The deferred tax assets and liabilities recognized are reassessed by the consolidated entities at each balance sheet date in order to ascertain whether they still qualify as deferred tax assets and liabilities, and if it is necessary to make adjustments on the basis of the findings of the analyses performed. In those circumstances in which it is unclear how a specific requirement of the tax law applies to a particular transaction or circumstance, and the acceptability of the definitive tax treatment depends on the decisions taken by the relevant taxation authority in future, the entity recognizes current and deferred tax liabilities and assets considering whether it is probable or not that a taxation authority will accept an uncertain tax treatment. Thus, if the entity concludes that it is not probable that the taxation authority will accept an uncertain tax treatment, the entity uses the amount expected to be paid to (recovered from) the taxation authorities.
The income and expense directly recognized in consolidated equity that do not increase or decrease taxable income are accounted for as temporary differences.
2.2.10Provisions, contingent assets and contingent liabilities
The heading “Provisions” in the consolidated balance sheets includes amounts recognized to cover the BBVA Group’s current obligations arising as a result of past events. These are certain in terms of nature but uncertain in terms of amount and/or settlement date. The settlement of these obligations is deemed likely to entail an outflow of resources embodying economic benefits (see Note 24). The provisions are recognized in the consolidated balance sheets when each and every one of the following requirements is met:
–They represent a current obligation that has arisen from a past event. At the date of the Consolidated Financial Statements, there is more probability that the obligation will have to be met than that it will not.
–It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.
–The amount of the obligation can be reasonably estimated.
Among other items, these provisions include the commitments made to employees by some of the Group entities mentioned in Note 2.2.13, as well as provisions for tax and legal litigation.
Contingent assets are possible assets that arise from past events and whose existence is conditional on, and will be confirmed only by, the occurrence or non-occurrence of events beyond the control of the Group. Contingent assets are not recognized in the consolidated balance sheet or in the consolidated income statement; however, they will be disclosed, should they exist, in the Notes to the Consolidated Financial Statements, provided that it is probable they will give rise to an increase in resources embodying economic benefits (see Note 34).
Contingent liabilities are possible obligations of the Group that arise from past events and whose existence is conditional on the occurrence or non-occurrence of one or more future events beyond the control of the Group. They also include the existing obligations of the Group when it is not probable that an outflow of resources embodying economic benefits will be required to settle them; or when, in extremely rare cases, their amount cannot be measured with sufficient reliability.
Contingent liabilities are not recognized in the consolidated balance sheet or the income statement (excluding contingent liabilities from business combinations) but are disclosed in the Notes to the Consolidated Financial Statements, unless the possibility of an outflow of resources embodying economic benefits is remote (see Note 34).
2.2.11Treasury shares
The value of common stock issued by the BBVA Group’s entities and held by them - basically, shares and derivatives on the Bank’s shares held by some consolidated entities that comply with the requirements to be recognized as equity instruments - are recognized as a decrease to net equity, under the heading "Shareholders’ funds - Treasury shares" in the consolidated balance sheets (see Note 29).
These financial assets are recognized at acquisition cost, and the gains or losses arising on their disposal are credited or debited, as appropriate, to the heading “Shareholders’ funds - Retained earnings” in the consolidated balance sheets (see Note 28).
In the event of a contractual obligation to acquire treasury shares, a financial liability is recorded as the present value of the amount committed (under the heading "Financial liabilities at amortized cost - Other financial liabilities") and the corresponding recognition in net equity (under the heading “Equity - Other Reserves) (see Notes 22.5 and 28).
2.2.12Equity-settled share-based payment transactions
Equity–settled share-based payment transactions, provided they constitute the delivery of such equity instruments once completion of a specific period of services has occurred, are recognized as an expense for services being provided by employees, with a corresponding entry under the heading “Shareholders’ funds – Other equity” in the consolidated balance sheet. These services are measured at fair value for the employees services received, unless such fair value cannot be calculated reliably. In such case, they are measured by reference to the fair value of the equity instruments granted, taking into account the date on which the commitments were granted and the terms and other conditions included in the commitments.
When the initial compensation agreement includes what may be considered market conditions among its terms, any changes in these conditions will not be reflected in the consolidated income statement, as these have already been accounted for in calculating the initial fair value of the equity instruments. Non-market vesting conditions are not taken into account when estimating the initial fair value of equity instruments, but they are taken into account when determining the number of equity instruments to be issued. This will be recognized on the consolidated income statement with the corresponding increase in total consolidated equity.
2.2.13Pensions and other post-employment commitments
Below we provide a description of the most significant accounting policies relating to post-employment and other employee benefit commitments assumed by BBVA Group entities (see Note 25).
Short-term employee benefits
Benefits for current active employees which are accrued and settled during the year and for which a provision is not required in the entity´s accounts. These include wages and salaries, social security charges and other personnel expense.
Costs are charged and recognized under the heading “Administration costs – Personnel expense – Other personnel expense” of the consolidated income statement (see Note 44.1).
Post-employment benefits – Defined-contribution plans
The Group sponsors defined-contribution plans for the majority of its active employees. The amount of these benefits is established as a percentage of remuneration and/or as a fixed amount.
The contributions made to these plans in each year by BBVA Group entities are charged and recognized under the heading “Administration costs – Personnel expense– Defined-contribution plan expense” of the consolidated income statement (see Note 44.1).
Post-employment benefits – Defined-benefit plans
Some Group entities maintain pension commitments with employees who have already retired or taken early retirement, certain closed groups of active employees still accruing defined benefit pensions, and in-service death and disability benefits provided to most active employees. These commitments are covered by insurance contracts, pension funds and internal provisions.
In addition, some of the Spanish Group entities have offered certain employees the option to retire before their normal retirement age, recognizing the necessary provisions to cover the costs of the associated benefit commitments, which include both the liability for the benefit payments due as well as the contributions payable to external pension funds during the early retirement period.
Furthermore, certain Group entities provide welfare and medical benefits which extend beyond the date of retirement of the employees entitled to the benefits.
All of these commitments are quantified based on actuarial valuations, with the amounts recorded under the heading “Provisions – Provisions for pensions and similar obligations” in the consolidated balance sheet and determined as the difference between the value of the defined-benefit commitments and the fair value of plan assets at the date of the consolidated financial statements (see Note 25).
Current service cost is charged and recognized under the heading “Administration costs – Personnel expense – Defined-benefit plan expense” of the consolidated income statement (see Note 44.1).
Interest credits/charges relating to these commitments are charged and recognized in net terms under the headings “Interest and other income” or, where appropriated, “Interest expense” of the consolidated income statement (see Note 37).
Past service costs arising from benefit plan changes as well as early retirements granted during the year are recognized under the heading “Provisions or reversals of provisions” of the consolidated income statement (see Note 46).
Other long-term employee benefits
In addition to the above commitments, certain Group entities provide long-term service awards to their employees, consisting mainly of monetary amounts or periods of vacation granted upon completion of a number of years of qualifying service. This heading also includes the commitments related to the termination of employment contracts according to the collective layoff procedure carried out in BBVA, S.A. in 2021.
These commitments are quantified based on actuarial valuations and the amounts recorded under the heading “Provisions – Other long-term employee benefits” of the consolidated balance sheet (see Note 24).
Valuation of commitments: actuarial assumptions and recognition of gains/losses
The present value of these commitments is determined based on individual member data. Active employee costs are determined using the “projected unit credit” method, which treats each period of service as giving rise to an additional unit of benefit and values each unit separately.
In establishing the actuarial assumptions we take into account that:
– They should be unbiased, i.e. neither unduly optimistic nor excessively conservative.
– Each assumption does not contradict the others and adequately reflects the existing relationship between economic variables such as price inflation, expected wage increases, discount rates, etc. Future wage and benefit levels should be based on market expectations, at the balance sheet date, for the period over which the obligations are to be settled.
– The interest rate used to discount benefit commitments is determined by reference to market yields, at the balance sheet date, on high quality bonds.
The BBVA Group recognizes actuarial gains (losses) relating to early retirement benefits, long service awards and other similar items under the heading “Provisions or reversal of provisions” of the consolidated income statement for the period in which they arise (see Note 46). Actuarial gains (losses) relating to pension and medical benefits are directly charged and recognized under the heading "Accumulated other comprehensive income (loss) – Items that will not be reclassified to profit or loss – Actuarial gains (losses) on defined benefit pension plans" of equity in the consolidated balance sheet (see Note 30).
2.2.14Termination benefits
Termination benefits are recognized in the financial statements when the BBVA Group agrees to terminate employment contracts with its employees or from the time the costs for a restructuring that involves the payment of compensation for the termination of contracts with its employees are recorded. This happens when there is a formal and detailed plan in which the fundamental modifications to be made are identified, and whenever said plan has begun to be executed or its main characteristics or objective facts about its execution have been publicly announced. The collective layoff procedure carried out at BBVA, S.A. in 2021 complies with these conditions.
2.2.15Recognition of income and expense
The most significant policies used by the BBVA Group to recognize its income and expense are as follows.
–Interest income and expense and similar items:
As a general rule, interest income and expense and similar items are recognized on the basis of their accrual using the effective interest rate method. In the particular case of inflation-indexed bonds, interest income also includes the effect of real inflation experienced in the period.
They shall be recognized within the consolidated income statement according to the following criteria, independently from the financial instruments’ portfolio which generates the income or expense:
a.The interest income past-due before the initial recognition and pending to be received will be added to the gross carrying amount of the debt instrument.
b.The interest income accrued after the initial recognition will be added to the gross carrying amount of the debt instrument until it will be received.
In the event that a debt instrument is considered impaired, interest income will be calculated by applying the effective interest rate to the amortized cost (that is, adjusting for any impairment loss) of the financial asset.
–Income from dividends received:
Dividends shall be recognized within the consolidated income statement according to the following criteria, independently from the financial instruments’ portfolio which generates this income:
a.When the right to receive payment has been declared before the initial recognition and when the payment is pending to be received, the dividends will not be added to the gross carrying amount of the equity instrument and will not be recognized as income. Those dividends are accounted for as financial assets separately from the net equity instrument.
b.If the right to receive payment is received after the initial recognition, the dividends from the net equity instruments will be recognized within the consolidated income statement at the time the right to receive them arises, which is the time of the official announcement of receipt of the payment by the appropriate governing body of the entity. If the dividends correspond to the profits of the issuer before the date of initial recognition, they will not be recognized as income but as reduction of the gross carrying amount of the equity instrument because it represents a partial recuperation of the investment. Amongst other circumstances, the generation date can be considered to be prior to the date of initial recognition if the amounts distributed by the issuer as from the initial recognition are higher than its profits during the same period.
–Income from commissions collected/paid:
Financial fees are an integral part of the actual performance of a financing transaction and are collected in advance. They can be:
a.Fees charged for the origination or acquisition of financing transactions that are not measured at fair value through profit or loss, such as those charged for the evaluation of the borrower's financial condition, for the analysis and recording of various collateral, as well as those charged for negotiating the terms of transactions or preparing and processing documentation and the closing of transactions, will be deferred and recognized over the life of the transaction as an adjustment to the performance of the transaction. These fees, forming part of the effective rate of the loans, will be deferred and recognized over the life of the transaction as an adjustment to the performance of the transaction.
b.Fees agreed as compensation for the commitment to grant financing when it is not measured at fair value through profit or loss and it is probable that the Group will enter into a specific loan agreement, are deferred and recognized over the life of the transaction as an adjustment to the performance of the transaction. If the commitment expires before the entity makes the loan such fee is recognized as revenue at the time of expiration.
Non-financial commissions derived from the provision of financial services other than financing transactions may be:
a.Related to the performance of a service rendered over time (e.g. account administration fees or fees collected in advance for the issuance or renewal of credit cards), in which case they are recognized over time based on the degree of progress in providing the service.
b.Related to the performance of a service rendered at a specific time (e.g. underwriting of securities, currency exchange, advice or syndication of a loan), in which they are recognized in the income statement at the time of collection.
–Non-financial income and expense:
As a general rule, they are recognized on an accrual basis, that is, as the contractually committed goods or services are delivered or rendered and recognized as revenue over the life of the contract.
In the event that consideration is received or there is a right to receive consideration without delivery of the contractually committed goods or services, a liability is recognized in the balance sheet until it is recognized in the income statement.
In the case of collections and payments deferred over time, they are recognized for accounting purposes at the amount resulting from discounting the expected cash flows at market rates.
–Commissions, fees and similar items:
Income and expense relating to commissions and similar fees are recognized in the consolidated income statement using criteria that vary according to the nature of such items. The most significant items in this regard are:
a.Those relating to financial assets and liabilities measured at fair value through profit or loss, which are recognized immediately in the income statement.
b.Those arising from transactions or services that are provided over a period of time, which are recognized over the life of these transactions or services.
c.Those relating to a singular transaction, which are recognized when this singular transaction is carried out.
–Deferred collections and payments:
These are recognized for accounting purposes at the amount resulting from discounting the expected cash flows at market rates.
2.2.16Sales of assets and income from the provision of non-financial services
The heading “Other operating income” in the consolidated income statements includes the proceeds of the sales of assets and income from the services provided by the Group entities that are not financial institutions. In the case of the Group, these entities are mainly real estate and service entities (see Note 42).
2.2.17Foreign-currency transactions and exchange differences
The currency in which the Financial Statements of the BBVA Group are presented is the euro. As such, all balances and transactions denominated in currencies other than the euro are deemed to be expressed in “foreign currency”.
Conversion to euros of the balances held in foreign currency is performed in two consecutive stages:
–Conversion of the foreign currency to the entity’s functional currency (currency of the main economic environment in which the entity operates); and
–Conversion to euros of the balances held in the functional currencies of the entities whose functional currency is not the euro.
Conversion of the foreign currency to the entity’s functional currency
Transactions denominated in foreign currencies carried out by the consolidated entities (or entities accounted for using the equity method) are initially accounted for in their respective currencies. Subsequently, the monetary balances in foreign currencies are converted to their respective functional currencies using the exchange rate at the close of the financial year. In addition,
–Non-monetary items valued at their historical cost are converted to the functional currency at the exchange rate applicable on the purchase date.
–Non-monetary items valued at their fair value are converted at the exchange rate in force on the date on which such fair value was determined.
–Monetary items are converted to the functional currency at the closing exchange rate.
–Income and expense are converted at the period’s average exchange rates for all the operations carried out during the year, except in those geographical areas where IAS 29 “Financial Reporting in Hyperinflationary Economies” applies (see Note 2.2.18). When applying this criterion the BBVA Group considers whether significant variations have taken place in exchange rates during the year which, owing to their impact on the statements as a whole, may require the application of exchange rates as of the date of the transaction instead of such average exchange rates.
The exchange differences produced when converting the balances in foreign currency to the functional currency of the consolidated entities are generally recognized under the heading "Exchange differences, net" in the consolidated income statements (see Note 41). However, the exchange differences in non-monetary items measured at fair value are recorded to equity under the heading “Accumulated other comprehensive income (loss) - Items that will not be reclassified to profit or loss - Fair value changes of equity instruments measured at fair value through other comprehensive income” in the consolidated balance sheets (see Note 30).
Conversion of functional currencies to euros
The balances in the financial statements of consolidated entities whose functional currency is not the euro are converted to euros as follows:
–Assets and liabilities: at the closing spot exchange rates as of the date of each of the consolidated balance sheets.
–Income and expense and cash flows are converted by applying the exchange rate applicable on the date of the transaction, and the average exchange rate for the financial year may be used, unless it has undergone significant variations during the year.
–Equity items: at the historical exchange rates.
The exchange differences arising from the conversion to euros of balances in the functional currencies of the consolidated entities whose functional currency is not the euro are recognized under the heading “Accumulated other comprehensive income (loss) – Items that may be reclassified to profit or loss - Foreign currency translation” in the consolidated balance sheets (Notes 30 and 31 respectively). Meanwhile, the differences arising from the conversion to euros of the financial statements of entities accounted for by the equity method are recognized under the heading “Accumulated other comprehensive income (loss) - Items that may be reclassified to profit or loss - Share of other recognized income and expense of investments in joint ventures and associates" (Note 30), until the item to which they relate is derecognized, at which time they are recognized in the income statement.
The financial statements of companies of hyperinflationary economies are restated for the effects of changes in prices before their conversion to euros following the provisions of IAS 29 "Financial Reporting in Hyperinflationary Economies" (see Note 2.2.18). Both these adjustments for inflation and the exchange differences that arise when converting the financial statements of companies into hyperinflationary economies are accounted for in “Accumulated other comprehensive income (loss) – Items that may be reclassified to profit or loss - Foreign currency translation”.
The breakdown of the main consolidated balances in foreign currencies, with reference to the most significant foreign currencies, is set forth in Appendix VII.
Venezuela
Local financial statements of the Group subsidiaries in Venezuela are expressed in Venezuelan Bolivar, and converted into euros for the consolidated financial statements. Venezuela is a country with strong exchange restrictions that has different rates officially published, and, since December 31, 2015, the Board of Directors considers that the use of these exchanges rates for converting bolivars into euros in preparing the Consolidated Financial Statements does not reflect the true picture of the financial statements of the Group and the financial position of the Group subsidiaries in this country. Therefore, since the year ended December 31, 2015, the exchange rate for converting bolivars into euros is an estimation taking into account the evolution of the estimated inflation in Venezuela.
As of December 31, 2023, 2022 and 2021, the impact on the consolidated financial statements that would have resulted by applying the last published official exchange rate instead of the exchange rate estimated by BBVA Group was not significant (see Note 2.2.18).
2.2.18Entities and branches located in countries with hyperinflationary economies
In accordance with the criteria established in IAS 29 "Financial Reporting in Hyperinflationary Economies”, to determine whether an economy has a high inflation rate the country's economic situation is examined, analyzing whether certain circumstances are fulfilled, such as whether the population prefers to keep its wealth or savings in non-monetary assets or in a relatively stable foreign currency, whether prices can be set in that currency, whether interest rates, wages and prices are pegged to a price index or whether the accumulated inflation rate over three years approaches or exceeds 100%. The fact that any of these circumstances is fulfilled will not be a decisive factor in considering an economy hyperinflationary, but it does provide some reasons to consider it as such.
Since 2009 and 2018, the economies of Venezuela and Argentina, respectively, have been considered hyperinflationary under the above criteria. As a result, the financial statements of the BBVA Group’s entities located in such geographies have, therefore, been adjusted to correct for the effects of inflation.
Additionally, since the first half of 2022, Turkey's economy has been considered highly inflationary according to the aforementioned criteria. Consequently, the financial statements of the BBVA Group entities located in Turkey have also been adjusted to correct them for the effects of inflation in accordance with IAS 29 "Financial Reporting in Hyperinflationary Economies", with retrospective application from January 1, 2022. The figures for years prior to 2022 have not been modified since the Group's presentation currency is the euro.
As a consequence of the application of IAS 29 "Financial Reporting in Hyperinflationary Economies", the Group applies the following criteria in the financial statements of the Group companies that operate in these three geographies:
–The historical cost of non-monetary assets and liabilities (see Notes 17, 18 and 21), assets contractually linked to changes in prices and various headings in equity are adjusted to reflect changes in the purchasing power of the currency due to inflation from their date of acquisition or inclusion in the consolidated balance sheet, or if this is later, with the limit of its recoverable value. The restatement has been made using the Consumer Price Index with "Accumulated other comprehensive income (loss)" as counterparty.
–Consequently, the different lines of the income statement are adjusted by the inflation index since their inception, with a corresponding entry under the heading "Accumulated other comprehensive income (loss)".
–The loss of the net monetary position, which represents the loss of purchasing power of the entity due to maintaining an excess of monetary assets not linked to inflation (mainly loans, credits and bonds) over monetary liabilities, is recorded in the line "Other operating expense" in the income statement and with a credit to "Accumulated other comprehensive income (loss)".
–All the components of the financial statements of the subsidiaries are converted at the closing exchange rate, recording the conversion differences to the euro within "Accumulated other comprehensive income (loss)" as stated in IAS 21 "Effects of Changes in Foreign Exchange Rates".
Turkey
The combined result derived from the application of the above criteria amounts to a loss of €2,610 million in 2023, of which €2,242 million is attributable to owners of the parent (€1,793 million loss attributable to owners of the parent in 2022). This impact includes mainly the loss of the net monetary position, which amounts to a gross amount of €2,118 million and is recorded in the line “Other operating expense” in the consolidated income statement (€2,323 million in 2022), partially offset by the positive impact of the revaluation of certain bonds linked to inflation, for a gross amount of €1,202 million (€1,490 million in 2022), given that, under IAS 29 "Financial Reporting in Hyperinflationary Economies", these types of bonds are considered protective assets (see Note 42).
During 2023 the impact on equity of Group entities located in Turkey derived from the application of IAS 29 and the conversion to the euro (IAS 21) amounted to €-355 million, of which €-306 million have been recorded within “Equity – Accumulated other comprehensive income (loss)”, and €-49 million within “Minority interests – Accumulated other comprehensive income (loss)” (see Note 30). In 2022 the impact on equity of Group entities located in Turkey derived from the retrospective application of IAS 29 "Financial Reporting in Hyperinflationary Economies" since January 1, 2022 was an increase in equity of €130 million, mainly the result of the revaluation of tangible assets and inflation-linked bonds.
According to the Turkish Statistical Institute (Turkstat), accumulated inflation in 2023 stood at 64.8% (64.3% and 36.1% in 2022 and 2021, respectively) and the exchange rate used as of December 31, 2023 was 32.65 Turkish lira per euro (19.96 and 15.23 in 2022 and 2021, respectively).
Argentina
The combined result derived from the application of the above criteria amounted to a loss of €2,314 million, of which €1574 million is attributable to owners of the parent in 2023 (€694 million and €258 million attributable to owners of the parent in 2022 and 2021, respectively). This impact includes mainly the loss of the net monetary position, which amounts to a gross amount of €1,062 million and is recorded in the line “Other operating expense” in the consolidated income statement in 2023 (€822 million and €394 million in 2022 and 2021, respectively).
Furthermore, during 2023, 2022 and 2021 the impact on equity of Group entities located in Argentina derived from the application of IAS 29 and the conversion to the euro (IAS 21) amounted to €-634 million, €242 million and €337 million, respectively, of which €-428 million, €157 million and €225 million, respectively, have been recorded within “Equity – Accumulated other comprehensive income (loss)”, and €-206 million, €84 million and €112 million, respectively, within “Minority interests – Accumulated other comprehensive income (loss)” (see Note 30).
Accumulated inflation estimated by the National Census Institute of Argentina (Indec) and BBVA Research for the year 2023 was 215% (97.0% and 50.7% in 2022 and 2021, respectively) and the exchange rate used as of December 31, 2023 was 892.81 Argentine pesos per euro (188.51 and 116.37 in 2022 and 2021, respectively).
Venezuela
The combined result derived from the application of the above criteria amounted to a loss of €18 million, of which €10 million is attributable to owners of the parent in 2023 (€6 million and €6 million attributable to owners of the parent in 2022 and 2021, respectively). This impact includes mainly the loss of the net monetary position, which amounts to a gross amount of €28 million and is recorded in the line “Other operating expense” in the consolidated income statement in 2023 (in 2022 and 2021 this result amounted to €28 and €14 million, respectively).
During 2023, 2022 and 2021 the impact on equity of Group entities located in Venezuela derived from the application of hyperinflation (IAS 29) and the conversion to the euro (IAS 21) was not material for the Group.
Accumulated inflation for the year 2023, as estimated by BBVA Research, was 111% (292% and 333% in 2022 and 2021, respectively) and the exchange rate used as of December 31, 2023 was 43.23 Venezuelan bolivars per euro (19.79 and 5.36 in 2022 and 2021, respectively).
2.3Recent IFRS pronouncements
Standards and interpretations that became effective in 2023
In 2023, various amendments to the IFRS standards or their interpretations or modifications (hereinafter “IFRIC” or "interpretation") became effective, among which the following should be highlighted:
Entry into force of IFRS 17 – Insurance contracts
Initial application
The Group has applied IFRS 17 to "Insurance contracts", and subsequent amendments, as of January 1, 2023. In order to make 2022 information comparable with the information as of and for the year ended December 31, 2023, 2022 information was retrospectively adjusted by recording in equity the valuation differences arising from the application of IFRS 17 and IFRS 4, respectively (see Appendix X). IFRS 17 has superseded IFRS 4 as the accounting standard applicable to the recognition, measurement and disclosure of contracts that transfer significant insurance risk, based on a model that uses updated assumptions at each reporting period, with the objective of achieving greater homogeneity and increase comparability between entities.
BBVA Group has developed an accounting policy on insurance contracts under IFRS 17 and an operational guide to govern the calculation process, which seeks to ensure adequate control in the preparation of the consolidated financial information. Note 2.2.8 of this consolidated financial statements includes a non-exhaustive summary of the main judgments and estimates, as well as the accounting policy options applied.
The application of IFRS 17 has not had a significant impact on the consolidated financial statements of the BBVA Group (see Appendix X). The main differences in accounting with respect to the previous standard come from long-term contracts, and have been recorded in "Accumulated other comprehensive income (loss)" and "Retained earnings". In short-term contracts there are no significant differences in their accounting with respect to the previous regulations, nor a significant equity impact in initial application. The impact on the Group´s onerous products has been not significant.
During 2022, a non-significant effect has been observed in the results, comparing those expressed under IFRS 4 with those restated under IFRS 17, except in specific cases, the impact of which has been recorded in "Retained earnings". For its part, the evolution of interest rates throughout the year 2022 included, in "Accumulated other comprehensive income (loss)", the net effect of the change in the fair value of the liabilities under insurance and reinsurance contracts and the associated financial assets.
All insurance contracts that were under the scope of IFRS 4 met the definition of an insurance contract under the new standard and therefore, the introduction of IFRS 17 has not led to any reclassification, with the exception of certain products of BBVA Seguros, S.A de Seguros y Reaseguros, which do not transfer significant insurance risk, and therefore, are valued under IFRS 9.
Transition
Among the liabilities under insurance contracts held as of the transition date, January 1, 2022, those corresponding to long-term commitments to which the General Model has been applied, were valued in transition using the fair value approach, given the impracticability of applying IFRS 17 retroactively, given the disproportionate cost and difficulty of obtaining the historical data necessary to apply a full retrospective approach given the age of these products on the consolidated balance sheet and their remaining duration. The fair value approach contemplates the determination of the contractual service margin or the loss component of the liability for the remaining coverage, based on the difference between the fair value based on the requirements of IFRS 13 "Fair value measurement" and the present value of the fulfillment cash flows based on IFRS 17. The application of the fair value in transition criteria allows contracts issued more than one year apart to be included in the same group and therefore not to differentiate by cohorts, an option that the Group has opted for. On the other hand, short-term contracts valued under the Simplified Model have been valued, in transition, using the full retrospective approach.
Redesignation of financial assets
On the date of initial application of IFRS 17, as the BBVA Group was already applying IFRS 9, it has accepted the option of reassessing the classification of financial assets associated with insurance contracts within the scope of IFRS 17, redesignating as of January 1, 2022 certain financial assets previously classified in the portfolio of "Financial assets at amortized cost" to "Financial assets at fair value through other comprehensive income (loss)", considering that the business model that best suited the objectives of the insurance contracts to which these investments are subject is to obtain the contractual cash flows and sell such financial assets (see Appendix X).
Amendments to IAS 1 “Presentation of financial statements” and IAS 8 “Accounting policies, changes in accounting estimates and errors"
In February 2021 the International Accounting Standards Board (hereinafter "IASB") issued amendments to this IAS with the aim of improving the quality of the disclosures in relation to the accounting policies applied by the entities with the ultimate aim of providing useful and material information in the financial statements. The amendments to IAS 1 require entities to disclose accounting policies that are material rather than significant accounting policies and provide guidance to help apply the concept of materiality in financial statement disclosures. The amendments to IAS 8 introduce clarifications to distinguish between the concept of accounting estimate and that of accounting policy. The amendments have entered into force on January 1, 2023, with no significant impact on the consolidated financial statements of the BBVA Group.
Amendment IAS 12 – Income taxes
The IASB issued an amendment to IAS 12 to clarify that entities should recognize deferred tax arising on transactions such as leases or decommissioning obligations. The amendment requires entities to recognize a deferred tax asset and liability separately when the temporary differences arising in the recognition of an asset and a liability are the same, not being possible to apply the initial recognition exception provided for in the standard. The purpose of the amendments has been to reduce the diversity in the presentation of information on deferred taxes in said transactions. The modification entered into force on January 1, 2023, although its early application was allowed, with no significant impact on the consolidated financial statements of the BBVA Group.
Amendment to IAS 12 - International Tax Reform Pillar Two Model Rules
On December 20, 2021, the OECD published an international tax initiative which sets forth a framework of rules (“GloBE -Global Anti-Base Erosion Rules”) for the application of the “Pillar Two Model Rules”, establishing a supplementary tax system that makes the effective rate of taxation, in those jurisdictions where certain multinational groups are present, reach the minimum rate of 15%.
In May 2023, the IASB published an amendment to IAS 12 to clarify the accounting treatment of this initiative on the results arising from tax legislation enacted or substantively enacted in relation to Pillar Two in those jurisdictions where the aforementioned groups are present. This amendment states the following:
•sets a mandatory temporary exception to the accounting of deferred taxes in relation to the implementation of the rules of the Pillar Two model.
•requires qualitative and quantitative disclosures that allow users to understand the entities' exposure to taxes that may arise from this initiative and/or an entity's progress in its implementation.
These amendments to IAS 12 came into force on January 1, 2023, and have had no impact on the consolidated financial statements of the BBVA Group, since the Pillar Two legislation was not in force at the date of presentation of these financial statements. In any case, the BBVA Group will apply the mandatory exception to the recognition and disclosure of deferred tax assets and liabilities in relation to Pillar Two.
Notwithstanding the foregoing, the information required by IAS 12 on the exposure that the Group expects to derive from this new regulation once it comes into force is provided below.
On December 22, 2022, the Council of the European Union adopted Directive 2022/2523 (hereinafter "the Directive"), incorporating the Model Standards into the European legal framework. The Directive incorporates, with some exceptions, the content of the aforementioned Standards and sets December 31, 2023 as the deadline for their transposition by the Member States. It also stipulates that the corresponding provisions must enter into force for financial years beginning on or after that date.
As a result, affected groups (those with consolidated net sales of EUR 750 million or more in two of the last four years) must calculate their effective tax rate for Pillar Two purposes for each jurisdiction in which they operate. In those cases in which the effective rate, calculated in accordance with the provisions of the Directive, is less than 15%, they will have to pay a Complementary Tax in order to reach that 15%.
At the date of preparation of these financial statements, the process of transposition of the Directive into Spanish legislation is still in progress. However, in line with the provisions of the Preliminary Draft Bill submitted for public information, it is expected to take effect for tax periods beginning on or after December 31, 2023 and, therefore, with respect to the BBVA Group, from the tax year beginning on January 1, 2024.
In the remaining jurisdictions of greater relevance to the Group (Mexico and Turkey), the corresponding legislation is still pending and there is no certainty, at the date of preparation of these financial statements, as to whether such processing will take place and, if so, what will be the effective date of the resulting legislation.
At year-end 2023, the Group is in the process of assessing its exposure to the Pillar Two legislation. At the date of preparation of these financial statements, this assessment has been carried out as a preliminary exercise of the Group's exposure to Pillar Two based on the consolidated figures of the Group in each of its constituent jurisdictions and the analysis of the Transitional Safe Harbor envisaged by the OECD, which is also contemplated in the Preliminary Draft Bill mentioned above.
Based on this preliminary assessment, the effective tax rate in most of the jurisdictions in which the Group operates, with the exception of a small number of non-significant countries representing a small percentage of the BBVA Group's pre-tax profit, exceeds 15%.
In accordance with the above, based on the analysis carried out, at year-end 2023 the Group does not anticipate substantial economic impacts derived from the Complementary Tax that would arise as a consequence of the application of Pillar Two, once the corresponding legislation enters into force. The foregoing is without prejudice to the significant increase in the administrative burden derived from the formal compliance with this new tax regulation.
It should also be noted that the Group continues to monitor legislative developments in the jurisdictions where it is present, as well as to analyze the implications derived from the regulations, and is currently immersed in the Pillar Two implementation project.
Standards and interpretations issued but not yet effective as of December 31, 2023
The following new International Financial Reporting Standards and Interpretations or Modifications had been published at the date of preparation of the consolidated financial statements, but are not mandatory as of December 31, 2023. The Group is currently evaluating the potential effects of each of these new standards or amendments. Although in some cases the IASB allows early application of new standards, interpretations and amendments before their effective date, the BBVA Group has not proceeded with this option for any such changes.
Amendment to IFRS 16 "Leases"
The IASB has issued an amendment to IFRS 16 that clarifies the requirements for sale-and-leaseback transactions. The new requirements established that the seller-lessee shall determine ‘lease payments’ or ‘revised lease payments’ in a way that the seller-lessee would not recognize any amount of the gain or loss that relates to the right of use retained by the seller-lessee. The amendments will be effective for annual reporting periods beginning on or after January 1, 2024, with early application permitted. No significant impact is expected on the BBVA Group´s consolidated financial statements.
Amendment to IAS 21 - "Effects of Changes in Foreign Exchange Rates"
On August 15, 2023, the IASB issued a series of amendments to IAS 21 - The effect of changes in exchange rates. The standard has a double objective, on the one hand to provide guidance on when one currency is convertible into another and, second, how to determine the exchange rate to be used in accounting when it is concluded that such convertibility does not exist.
In relation to the first objective, one currency is convertible into another when an entity can obtain the other currency within a time frame that allows for a normal administrative delay; and through markets or exchange mechanisms in which an exchange transaction creates enforceable rights and obligations. If the entity determines that there is no convertibility between currencies, it must estimate an exchange rate. The standard does not establish a specific estimation technique for them, but rather establishes guidelines for their determination, allowing the use of an observable type without adjusting or using an estimation technique.
The modification to the standard will come into force on January 1, 2025. Early application is permitted, although the BBVA Group has not adopted it as of December 31, 2023. The Group has been applying since 2015 an estimated exchange rate (see Note 2.2.17 of these consolidated Financial Statements) analogous to the determination process described in this standard for the financial statements of the Group's companies located in Venezuela given the lack of convertibility of its currency.
3.BBVA Group
The BBVA Group is an international diversified financial group with a significant presence in retail banking, wholesale banking and asset management. The Group also operates in the insurance sector.
The following information is detailed in the appendices of these consolidated financial statements of the Group for the year ended December 31, 2023:
–Appendix I shows relevant information related to the consolidated subsidiaries and structured entities.
–Appendix II shows relevant information related to investments in joint ventures and associates accounted for using the equity method.
–Appendix III shows the main changes and notification of investments and divestments in the BBVA Group.
–Appendix IV shows fully consolidated subsidiaries with more than 10% owned by non-Group shareholders.
The following table sets forth information related to the Group’s total assets as of December 31, 2023, 2022 and 2021, broken down by the Group’s entities according to their activity:
|
|
|
|
|
|
|
|
|
|
|
|
| Contribution to Consolidated Group total assets. Entities by main activities (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Banking and other financial services |
737,971 |
678,809 |
631,683 |
| Insurance and pension fund managing companies |
34,520 |
30,066 |
29,657 |
| Other non-financial services |
3,068 |
3,217 |
1,545 |
| Total |
775,558 |
712,092 |
662,885 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The total assets and results of operations broken down by operating segments are included in Note 6.
The BBVA Group’s activities are mainly located in Spain, Mexico, Turkey and South America, with active presence in the rest of Europe, the United States and Asia:
–Spain. The Group’s activity in Spain is mainly carried out through Banco Bilbao Vizcaya Argentaria, S.A. The Group also has other entities that mainly operate in Spain’s financial sector, insurance sector and asset management sector.
–Mexico. The BBVA Group operates in Mexico, not only in the banking sector, but also in the insurance sector and the asset management sector, through BBVA Mexico.
–Turkey. The Group’s activity in Turkey is mainly carried out through the Garanti BBVA Group in the financial, insurance and asset management sectors.
–South America. The BBVA Group’s activities in South America are mainly focused on the banking, financial and insurance sectors, in the following countries: Argentina, Colombia, Peru, Uruguay, Chile and Venezuela. It has a representative office in Sao Paulo (Brazil) and another one in Santiago (Chile). The Group owns more than 50% of most of the Group entities based in these countries. Appendix I shows entities in respect of which the BBVA Group owns less than 50% as of December 31, 2023 (see Note 2.1).
–Rest of Europe. Group's activity in Europe (excluding Spain) is carried out by banking and financial institutions, mainly in Switzerland, the Netherlands and Romania and the BBVA Bank's branches in Germany, Belgium, France, Italy, Portugal and the United Kingdom.
–The United States. The Group's activity in the United States is mainly carried out by the branch of Banco Bilbao Vizcaya Argentaria, S.A. in New York, the agency of BBVA Mexico in Houston, participations in technology companies through funds and investment vehicles and the broker-dealer business BBVA Securities Inc.
–Asia. The Group's activity in Asia is conducted through the Bank's branches (Taipei, Tokyo, Hong Kong, Singapore and Shanghai) and representative offices (Beijing, Seoul, Mumbai, Abu Dhabi and Jakarta).
Significant transactions in the Group in 2023
During the year 2023 no significant corporate transactions have been carried out.
Significant transactions in the Group in 2022
Investments
Announcement of the agreement with Neon Payments Limited
On February 14, 2022, BBVA announced the agreement with the company Neon Payments Limited (the "Company" in this section) for the subscription of 492,692 preference shares, representing approximately 21.7% of its share capital, through a share capital increase and in consideration of approximately USD 300 million (equal to approximately €263 million, using the applicable 1.14 EUR/USD exchange rate as of February 11, 2022).
The Company, which is incorporated and domiciled in the United Kingdom, is the owner of 100% of the shares of the Brazilian company Neon Pagamentos S.A.
As of February 14, 2022, BBVA was already the indirect owner of approximately 10.2% of the share capital of the Company through companies where BBVA owns more than 99% of the share capital. As of December 31, 2022, BBVA held, directly and indirectly, 29.2% of the share capital of the Company (30.1% as of December 31, 2023). Despite owning more than 20% of the share capital, BBVA's ability to influence the Company´s financial and operating decisions policies is very limited, so the investment is recognized under the heading "Non-trading financial assets mandatorily at fair value through profit or loss" (see Note 11).
Voluntary takeover bid for the entire share capital of Türkiye Garanti Bankası A.Ş (Garanti BBVA)
On November 15, 2021, BBVA announced a voluntary takeover bid (hereinafter "VTB") addressed to the 2,106,300,000 shares3 not controlled by BBVA, which represented 50.15% of the total share capital of Türkiye Garanti Bankası A.Ş (hereinafter "Garanti BBVA"). BBVA submitted for authorization an application of the VTB to the supervisor of the securities markets in Turkey (Capital Markets Board, hereinafter "CMB") on November 18, 2021.
On March 31, 2022, CMB approved the offer information document and on the same day BBVA announced the commencement of the VTB acceptance period on April 4, 2022. On April 25, 2022 BBVA informed of an increase of the cash offer price per Garanti BBVA share from that initially announced (12.20 Turkish lira) to 15.00 Turkish lira.
On May 18, 2022, BBVA announced the finalization of the offer acceptance period, with the acquisition of 36.12% of Garanti BBVA’s share capital. The total amount paid by BBVA was approximately 22,758 million Turkish lira (equivalent to approximately €1,390 million4 including the expenses associated with the transaction and net of the collection of the dividends corresponding to the stake acquired).
The transaction resulted in a capital gain of approximately €924 million (including the impacts after the application of IAS 29 "Financial Reporting in Hyperinflationary Economies", see Note 2.2.18). An amount of €3,609 million was recorded under the heading “Other reserves” and there was a reclassification to “Accumulated other comprehensive income (loss)” corresponding to the 36.12% acquired from minority interests to “Accumulated other comprehensive income (loss)” of the parent company for an amount of €-2,685 million. The total derecognition associated with the transaction of the heading “Minority interests” considering “Other items” and “Accumulated other comprehensive income (loss)” amounted to €-2,541 million.
The percentage of total share capital of Garanti BBVA owned by BBVA (after the completion of the VTB on May 18, 2022) was 85.97%.
In relation to the rest of the effects of the application of IAS 29 "Financial Reporting in hyperinflationary economies" on the entities of the Group in Turkey, see Note 2.2.18 to these Consolidated Financial Statements.
Significant transactions in the Group in 2021
Divestitures
Sale of BBVA’s U.S. Bancshares, Inc. to PNC Financial Service Group
On June 1, 2021, after obtaining all the required authorizations, BBVA completed the sale to The PNC Financial Services Group, Inc. of 100% of the capital stock of its subsidiary BBVA USA Bancshares, Inc., which in turn owned all the capital stock of the bank, BBVA USA.
The consideration received in cash by BBVA, as a consequence of the referred sale, amounted to approximately USD 11,500 million (price provided in the agreement minus the agreed closing price adjustments) equivalent to approximately €9,600 million (with an exchange rate of 1.20 EUR / USD).
The accounting of both the results generated by BBVA USA Bancshares, Inc. since the announcement of the transaction and of its closing had an aggregate positive impact on the BBVA Group's Common Equity Tier 1 (fully loaded) ratio of approximately 294 basis points, which includes the generation of capital contributed by the subsidiary to the Group until the closing of the transaction (on June 1, 2021) and a profit net of taxes of €582 million. The calculation of the impact on Common Equity Tier 1 was made taking into account the amount of the transaction in euros and BBVA Group's financial statements as of June 2021.
The BBVA Group continues to develop the institutional and wholesale business in the United States that it currently carries out through its broker-dealer BBVA Securities Inc. and its branch in New York. BBVA also maintains its investment activity in the fintech sector through its participation in Propel Venture Partners US Fund I, L.P.
3 All references to “shares” or “share” shall be deemed made to lots of 100 shares, which is the trading unit in which Garanti BBVA shares are listed at Borsa Istanbul.
4 Using the effective exchange rate of 16.14 Turkish lira per euro.
Sale of the BBVA Group's stake in Paraguay
On January 22, 2021, once the mandatory authorizations were obtained, BBVA completed the sale of its direct and indirect shareholding of 100% of the capital stock of Banco Bilbao Vizcaya Argentaria Paraguay, S.A. (“BBVA Paraguay”) to Banco GNB Paraguay S.A., a subsidiary of the Gilinski Group. This transaction was originally agreed in 2019. The total amount received by BBVA amounted to approximately USD 250 million (approximately €210 million). The transaction generated a capital loss net of taxes of approximately €9 million. This transaction had a positive impact on the Common Equity Tier 1 (fully loaded) of the BBVA Group of approximately 6 basis points, which is reflected in the capital base of the BBVA Group in the fiscal year 2021.
4.Shareholder remuneration system
Shareholder remuneration during financial year 2021
Cash distributions
In the context of the COVID-19 pandemic BBVA notified on January 29, 2021, by means of an Inside Information filing with the CNMV (hereinafter, “Inside Information”), that it intended to resume its shareholder remuneration policy announced on February 1, 2017, by means of Relevant Information number 247679 in 2021, contingent upon the repealing of recommendation ECB/2020/62 and the absence of further restrictions or limitations.
The Annual General Shareholders' Meeting held on April 20, 2021 approved, in the third item of its agenda, a cash distribution from the share premium account of BBVA of €0.059 gross for each of the Bank's outstanding shares which are entitled to participate in the aforementioned distribution, all this in compliance with recommendation ECB/2020/62 on dividend payments during the COVID-19 pandemic, which was paid on April 29, 2021. The total amount was €393 million and was recognized under the heading “Total Equity – Shareholder's Funds – Share Premium” of the consolidated balance sheet as of December 31, 2021 (see Note 27).
On July 23, 2021, the European Central Bank (hereinafter "ECB") published the approval of recommendation ECB/2021/31 repealing recommendation ECB/2020/62 from September 30, 2021, whereby the ECB indicated that it would assess capital, dividend distribution and share buyback plans of each financial institution in the context of its ordinary supervisory process, eliminating the remaining restrictions on dividend and share buyback related matters established in recommendation ECB/2020/62.
In line with the above, BBVA communicated by means of an Inside Information on September 30, 2021 that the Board of Directors of BBVA had approved the payment of a cash interim dividend of €0.08 gross (€0.0648 net of withholding tax) per each outstanding BBVA share on account of the 2021 dividend. The total amount paid to shareholders on October 12, 2021, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €532 million and is recognized under the heading "Shareholder’s funds - Total equity- Interim dividends" of the consolidated balance sheet as of December 31, 2021.
Amendment of Shareholder Remuneration Policy
BBVA's Board of Directors announced by means of Relevant Information, on November 18, 2021, the amendment of the Group's shareholder remuneration policy (announced on February 1, 2017 by means of Relevant Information), establishing as a policy to distribute annually between 40% and 50% of the consolidated ordinary profit for each year (excluding amounts and items of an extraordinary nature included in the consolidated income statement), compared to the previous policy that established a distribution between 35% and 40%.
This policy is implemented through the distribution of an interim dividend for the year (which is expected to be paid in October of each year) and a final dividend or final distribution (which is expected to be paid at the end of the year and once the application of the result is approved, foreseeably in April of each year), with the possibility of combining cash distributions with share buybacks, all subject to the corresponding authorizations and approvals applicable at any given time.
Shareholder remuneration during financial year 2022
Cash distributions
During the 2022 financial year, the Annual General Shareholders' Meeting and the Board of Directors approved the payment of the following cash amounts:
–The Annual General Shareholders' Meeting of BBVA held on March 18, 2022, approved, under item 2 of the Agenda, a cash distribution from the voluntary reserves account as additional shareholder remuneration for the 2021 fiscal year, for an amount equal to €0.23 (€0.1863 net of withholding tax) per outstanding BBVA share entitled to participate in this distribution, which was paid on April 8, 2022. The total amount paid, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €1,463 million.
–The Board of Directors communicated by means of an Inside Information on September 29, 2022 that the Board of Directors of BBVA approved the payment of a cash interim dividend of €0.12 (€0.0972 net of withholding tax) per outstanding BBVA share against 2022 results. The total amount paid to shareholders on October 11, 2022, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €722 million and is recognized under the heading “Total Equity- Interim Dividends” of the consolidated balance sheet as of December 31, 2022.
Shareholder remuneration during financial year 2023
Cash distributions
During the 2023 financial year, the Annual General Shareholders' Meeting and the Board of Directors approved the payment of the following cash amounts:
–The Annual General Shareholders´ Meeting of BBVA held on March 17, 2023, approved, under item 1.3 of the Agenda, a cash distribution against the 2022 results as a final dividend for the 2022 fiscal year, for an amount equal to €0.31 (€0.2511 net of withholding tax) per outstanding BBVA share entitled to participate in this distribution, which was paid on April 5, 2023. The total amount paid, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €1,857 million.
–The Board of Directors, at its meeting held on September 27, 2023, resolved the payment of a cash interim dividend of €0.16 (€0.1296 net of withholding tax) per outstanding share on account of the 2023 dividend, to be paid on October 11, 2023. The total amount paid, excluding dividends paid in respect of treasury shares held by the Group's companies, amounted to €951 million.
The forecasted financial statement, drawn up in compliance with the applicable legal requirements, which evidenced the existence of sufficient liquidity to distribute the abovementioned amount approved by the Board of Directors of BBVA on September 27, 2023 was the following:
|
|
|
|
|
|
| Available amount for interim dividend payments (Millions of Euros) |
|
August 31, 2023 |
| Profit of BBVA, S.A., after the provision for income tax |
3,946 |
|
|
| Maximum amount distributable |
3,946 |
| Amount of proposed interim dividend |
954 |
| BBVA cash balance available to the date |
40,855 |
Other shareholder remuneration
On January 30, 2024, it was announced that a cash distribution in the amount of €0.39 gross per share to be paid in April as a final dividend for the year 2023 and the execution of a share buyback program of BBVA for an amount of €781 million were planned to be proposed to the corresponding corporate bodies for consideration as ordinary remuneration to shareholders for 2023, subject to obtaining the corresponding regulatory authorizations and the communication of the specific terms and conditions of the program before its execution. On March 1, 2024, after receiving the required authorization from the ECB, BBVA announced through an Inside Information notice the execution of such buyback program for the repurchase of own shares in accordance with the Regulation (EU) no. 596/2014 of the European Parliament and the Council of April 16, 2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buyback programs and stabilization measures (the “Regulations”), aimed at reducing BBVA’s share capital by a maximum monetary amount of €781 million. The program will be executed externally through Citigroup Global Markets Europe AG, starting on March 4, 2024.
Share buyback program
Share buyback programs in 2021 and 2022
On October 26, 2021, BBVA obtained the pertinent authorization from the ECB to buy back up to 10% of its share capital for a maximum of €3,500 million, in one or several tranches and over the course of a 12-month period (the “Authorization”).
Upon receiving the Authorization and making use of the delegation conferred by the BBVA Annual General Shareholders' Meeting held on March 16, 2018, at its meeting of October 28, 2021, BBVA Board of Directors resolved to carry out a share buyback program scheme in compliance with the Regulations, executed in various tranches up to a maximum of €3,500 million, with the aim of reducing BBVA's share capital (the “Program Scheme”), notwithstanding the possibility of terminating or cancelling the Program Scheme at an earlier date where advisable due to the concurrence of a series of specific circumstances, as well as to carry out a first share buyback program within the scope of the Program Scheme (the "First Tranche") for the purpose of reducing BBVA's share capital, which was notified by means of Inside Information on October 29, 2021.
On November 19, 2021, BBVA notified by means of Inside Information that the First Tranche would be executed externally, starting on November 22, 2021, through J.P. Morgan AG as lead manager, for a maximum amount of €1,500 million, for the purchase of a maximum of 637,770,016 shares representing, approximately, 9.6% of BBVA's share capital. By means of Other Relevant Information filing dated March 3, 2022, BBVA announced the completion of the execution of the First Tranche upon reaching the maximum monetary amount of €1,500 million, having acquired 281,218,710 own shares representing, approximately, 4.22% of BBVA's share capital as of that date. On June 15, 2022, BBVA notified the partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 18, 2022, through the reduction of BBVA’s share capital in a nominal amount of €137,797,167.90 and the consequent redemption, charged to unrestricted reserves, of 281,218,710 own shares of €0.49 par value each acquired derivatively by the Bank in execution of the First Tranche and which were held in treasury shares (see Notes 26, 27, 28 and 29).
On February 3, 2022, BBVA notified by means of Inside Information that its Board of Directors had agreed, within the scope of the Program Scheme, to carry out a second buyback program for the repurchase of own shares (the “Second Tranche”) aimed at reducing BBVA’s share capital, for a maximum amount of €2,000 million and a maximum number of shares to be acquired equal to the result of subtracting from 637,770,016 own shares (9.6% of BBVA’s share capital at that date) the number of own shares finally acquired in execution of the First Tranche (unfinished as of that date).
As a continuation of the previous communication, on March 16, 2022 BBVA informed by means of Inside Information that it had agreed to execute the Second Tranche: i) through the execution of a first segment for an amount of up to €1,000 million, and with a maximum number of shares to be acquired of 356,551,306 shares (the "First Segment"), externally through Goldman Sachs International as lead manager, who would execute the purchase transactions through the broker Kepler Cheuvreux, S.A.; and (ii) once execution of the First Segment had been completed, through the execution of a second segment that would complete the Framework Program (the "Second Segment").
By means of Other Relevant Information dated May 16, 2022, BBVA announced the completion of the execution of the First Segment upon reaching the maximum monetary amount of €1,000 million, having acquired 206,554,498 shares representing, approximately, 3.1% of BBVA's share capital as of said date.
On June 28, 2022, BBVA communicated through Inside Information the agreement to complete the Program Scheme by executing the Second Segment, for a maximum amount of €1,000 million and a maximum number of own shares to be acquired of 149,996,808. The execution of the Second Segment took place through Citigroup Global Markets Europe AG as lead manager, as BBVA informed through Inside Information on June 29, 2022. By means of Other Relevant Information dated August 19, 2022, BBVA announced the completion of the execution of the Second Segment upon reaching the maximum number of shares (149,996,808) representing, approximately, 2.3% of BBVA's share capital as of said date (which amounted to approximately €660 million). On September 30, 2022, BBVA notified through Other Relevant Information an additional partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 18, 2022, through the reduction of BBVA’s share capital in a nominal amount of €174,710,139.94 and the consequent redemption, charged to unrestricted reserves, of 356,551,306 own shares of €0.49 par value each acquired derivatively by the Bank in execution of the First Segment and Second Segment of the share buyback program scheme and which were held in treasury shares (see Notes 26, 27, 28 and 29).
The Program Scheme was considered as an extraordinary shareholder distribution and was therefore not included in the scope of the shareholder remuneration policy described above.
Share buyback programs in 2023
On February 1, 2023, BBVA announced, among others, that it planned to submit for the consideration of the corresponding BBVA governing bodies the execution of a €422 million share buyback program as ordinary distribution in relation to the 2023 results, subject to obtaining the corresponding regulatory authorizations and to the communication of the specific terms and conditions of the share buy-back program before its execution, as an ordinary distribution of 2023.
On March 17, 2023, after receiving the required authorization from the ECB, BBVA announced through an Inside Information notice the execution of a time-scheduled buyback program for the repurchase of own shares in accordance with the Regulations, aimed at reducing BBVA’s share capital by a maximum monetary amount of €422 million. The execution was carried out internally by BBVA, executing the trades through BBVA.
By means of an Other Relevant Information notice dated April 21, 2023, BBVA announced the completion of the share buyback program upon reaching the maximum monetary amount of €422 million, having acquired 64,643,559 own shares, between March 20 and April 20, 2023, representing, approximately, 1.07% of BBVA's share capital as of said date.
On June 2, 2023, BBVA notified through an Other Relevant Information notice a partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 17, 2023, under item 3 of the agenda through the reduction of BBVA’s share capital in a nominal amount of €31,675,343.91 and the consequent redemption, charged to unrestricted reserves, of 64,643,559 own shares of €0.49 par value each acquired derivatively by BBVA in execution of the share buyback program scheme and which were held in treasury shares (see Notes 26, 27, 28 and 29).
On July 28, 2023, BBVA communicated through Inside information its request to the ECB for the correspondent supervisory authorization in order to carry out a share buyback program of up to €1,000 million, subject to the authorization requested being granted, to the adoption of the corresponding corporate resolutions and to the communication of the specific terms and conditions of the share buyback program before its execution. This share buy-back program was considered as an extraordinary shareholder distribution. On October 2, 2023, after receiving the required authorization from the ECB, BBVA announced that it would implement a buyback program for the repurchase of own shares in accordance with the Regulations, aimed at reducing BBVA’s share capital by a maximum monetary amount of €1,000 million. The execution was carried out internally by BBVA, executing the trades through BBVA.
By means of an Other Relevant Information notice dated November 29, 2023, BBVA announced the completion of the share buyback program upon reaching the maximum monetary amount of €1,000 million, having acquired 127,532,625 own shares, between October 2 and November 29, 2023, representing, approximately, 2.14% of BBVA's share capital as of said later date.
On December 19, 2023, BBVA notified through an Other Relevant Information notice the second partial execution of the share capital reduction resolution adopted by the Annual General Shareholders’ Meeting of BBVA held on March 17, 2023, under item 3 of the agenda through the reduction of BBVA’s share capital in a nominal amount of €62,490,986.25 and the consequent redemption, charged to unrestricted reserves, of 127,532,625 own shares of €0.49 par value each acquired derivatively by BBVA in execution of the share buyback program scheme and which were held in treasury shares (see Notes 26, 27, 28 and 29).
Proposal on allocation of earnings of BBVA, S.A. for 2023
Below is included a breakdown of the distribution of the Bank´s earnings for financial year 2023, which the Board of Directors will submit to the Annual General Shareholders' Meeting for approval.
|
|
|
|
|
|
| Allocation of earnings (Millions of Euros) |
|
2023 |
| Profit (loss) for the year |
4,807 |
| Distribution |
|
| Interim dividends |
952 |
| Final dividend |
2,277 |
|
|
| Reserves / Accumulated gains |
1,579 |
5.Earnings per share
Basic and diluted earnings per share are calculated in accordance with the criteria established by IAS 33 "Earnings per share". For more information see Glossary.
The calculation of earnings per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted Earnings per Share |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Numerator for basic and diluted earnings per share (millions of euros) |
|
|
|
| Profit attributable to parent company |
8,019 |
6,358 |
4,653 |
Adjustment: Additional Tier 1 securities ⁽²⁾ |
(345) |
(313) |
(359) |
| Profit adjusted (millions of euros) (A) |
7,675 |
6,045 |
4,293 |
| Profit (loss) from continued operations (net of remuneration of Additional Tier 1 capital instruments) |
7,675 |
6,045 |
4,014 |
| Profit (loss) from discontinued operations (net of non-controlling interests) (B) |
— |
— |
280 |
| Denominator for basic earnings per share (number of shares outstanding) |
|
|
|
| Weighted average number of shares outstanding |
5,988 |
6,424 |
6,668 |
|
|
|
|
| Average treasury shares |
(5) |
(9) |
(12) |
Share buyback program ⁽³⁾ |
(28) |
(225) |
(255) |
| Adjusted number of shares - Basic earnings per share (C) |
5,954 |
6,189 |
6,401 |
| Adjusted number of shares - diluted earnings per share (D) |
5,954 |
6,189 |
6,401 |
| Earnings (losses) per share |
1.29 |
0.98 |
0.67 |
| Basic earnings (losses) per share from continuing operations (Euros per share) A-B/C |
1.29 |
0.98 |
0.63 |
| Diluted earnings (losses) per share from continuing operations (Euros per share) A-B/D |
1.29 |
0.98 |
0.63 |
| Basic earnings (losses) per share from discontinued operations (Euros per share) B/C |
— |
— |
0.04 |
| Diluted earnings (losses) per share from discontinued operations (Euros per share) B/D |
— |
— |
0.04 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Remuneration in the year related to perpetual contingent convertible securities, recognized in equity (see Note 22.4).
(3) For the calculation of earnings per share: (i) in 2023 the average number of shares takes into account the two redemptions made corresponding to the shares buyback programs announced in that year; (ii) in 2022 the average number of shares takes into account the two redemptions made corresponding to the shares buyback program announced in that 2021; and (iii) in the year 2021, the average number of shares takes into account 112 million shares acquired under the shares buyback program and the estimated number of shares pending to be acquired under the first tranche as of December 31, 2021 (see Note 4).
As of December 31, 2023, 2022 and 2021, there were no other financial instruments or share option commitments to employees that could potentially affect the calculation of the diluted earnings per share for the years presented. For this reason, basic and diluted earnings per share are the same.
6.Operating segment reporting
Operating segment reporting represents a basic tool in the oversight and management of the BBVA Group’s various activities. The BBVA Group compiles reporting information on disaggregated business activities. These business activities are then aggregated in accordance with the organizational structure determined by the BBVA Group's Management and, ultimately, into the reportable operating segments themselves.
As of December 31, 2023, the structure of the information by operating segments reported by the BBVA Group remains the same as that as of the closing of the 2022 financial year.
The BBVA Group's areas or operating segments are summarized below:
–Spain includes mainly the banking, insurance and asset management businesses that the Group carries out in Spain.
–Mexico includes the banking, insurance and asset management businesses in this country as well as the activity that BBVA Mexico carries out through its agency in Houston.
–Turkey reports the activity of the Garanti BBVA group that is mainly carried out in this country and, to a lesser extent, in Romania and the Netherlands.
–South America includes the banking, finance, insurance and asset management businesses carried out mainly in Argentina, Chile, Colombia, Peru, Uruguay and Venezuela.
–Rest of Business mainly includes the wholesale activity carried out in Europe (excluding Spain), the United States and (through BBVA branches located therein) Asia.
The Corporate Center performs centralized Group functions, including: the costs of the head offices with a corporate function, management of structural exchange rate positions; portfolios whose management is not linked to customer relationships, such as financial and industrial holdings; stakes in Funds & Investment Vehicles in tech companies; certain tax assets and liabilities; funds for employee commitments; goodwill and other intangible assets, as well as the financing of such portfolios and assets.
Additionally, the results obtained by the Group's businesses in the United States until the sale to PNC on June 1, 2021, are presented in a single line under the heading "Profit (loss) after tax from discontinued operations" in the condensed consolidated income statement of the Corporate Center.
Finally, the costs related to the Banco Bilbao Vizcaya Argentaria, S.A. collective layoff procedure and closing of the offices carried out in Spain in 2021, recorded in the lines "Provisions", "Provisions or reversal of provisions", "Impairment or reversal of impairment on non-financial assets" and "Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations", respectively (see Notes 24, 46, 49 and 50).
The breakdown of the BBVA Group’s total assets by operating segments as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Total Group assets by operating segments (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Spain |
457,624 |
427,116 |
413,477 |
| Mexico |
173,489 |
142,557 |
118,106 |
| Turkey |
68,329 |
66,036 |
56,245 |
| South America |
64,779 |
61,951 |
56,124 |
| Rest of Business |
64,274 |
49,952 |
40,314 |
| Subtotal assets by operating segments |
828,495 |
747,613 |
684,266 |
Corporate Center and adjustments |
(52,936) |
(35,520) |
(21,381) |
| Total assets BBVA Group |
775,558 |
712,092 |
662,885 |
(1) Restated balances according to IFRS 17 - Insurance contracts, which had no material impacts as of that date (see Notes 1.3 and 2.3).
The following table sets forth certain summarized information relating to results of each operating segment and Corporate Center for the years ended December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Main margins and profit by operating segments (Millions of euros) |
|
Operating Segments |
|
BBVA Group |
Spain |
Mexico |
Turkey |
South America |
Rest of Business |
Corporate Center and adjustments (1) |
| 2023 |
|
|
|
|
|
|
|
| Net interest income |
23,089 |
5,620 |
11,054 |
1,869 |
4,394 |
539 |
(386) |
| Gross income |
29,542 |
7,888 |
14,267 |
2,981 |
4,331 |
1,103 |
(1,029) |
|
|
|
|
|
|
|
|
| Operating profit (loss) before tax |
12,419 |
3,947 |
7,359 |
1,325 |
1,206 |
479 |
(1,898) |
|
|
|
|
|
|
|
|
| Net attributable profit (loss) |
8,019 |
2,755 |
5,340 |
528 |
613 |
389 |
(1,607) |
2022 (2) |
|
|
|
|
|
|
|
| Net interest income |
19,124 |
3,774 |
8,378 |
2,611 |
4,138 |
332 |
(109) |
| Gross income |
24,743 |
6,112 |
10,734 |
3,172 |
4,265 |
790 |
(329) |
|
|
|
|
|
|
|
|
| Operating profit (loss) before tax |
10,268 |
2,610 |
5,620 |
1,636 |
1,434 |
277 |
(1,309) |
| Net attributable profit (loss) |
6,358 |
1,667 |
4,131 |
505 |
738 |
240 |
(922) |
| 2021 |
|
|
|
|
|
|
|
| Net interest income |
14,686 |
3,502 |
5,836 |
2,370 |
2,859 |
281 |
(163) |
| Gross income |
21,066 |
5,925 |
7,603 |
3,422 |
3,162 |
741 |
212 |
|
|
|
|
|
|
|
|
| Operating profit (loss) before tax |
7,247 |
2,122 |
3,528 |
1,953 |
961 |
314 |
(1,632) |
| Profit (loss) after tax from discontinued operations |
280 |
— |
— |
— |
— |
— |
280 |
| Net attributable profit (loss) |
4,653 |
1,581 |
2,568 |
740 |
491 |
254 |
(980) |
(1) Adjustments include: (I) the impact of the purchase of offices in Spain in 2022 in the transaction with Merlin Properties (see Note 17); and (II) the costs associated with the collective layoff procedure and the closing of offices in 2021 (see Note 24).
(2) Restated according to IFRS 17 - Insurance contracts, which had no material impacts for such period (see Notes 1.3 and 2.3).
7.Risk management
7.1Risk factors
The BBVA Group has processes in place for identifying risks and analyzing scenarios in order to enable the Group to manage risks in a dynamic and proactive way.
The risk identification processes are forward looking to seek the identification of emerging risks and take into account the concerns of both the business areas, which are close to the reality of the different geographical areas, and the corporate areas and senior management.
Risks are identified and measured consistently using the methodologies deemed appropriate in each case. Their measurement includes the design and application of scenario analyses and stress testing and considers the controls to which the risks are subjected.
As part of this process, a forward projection of the Risk Appetite Framework (hereinafter "RAF") variables in stress scenarios is conducted in order to identify possible deviations from the established thresholds. If any such deviations are detected, measures are taken to seek to keep the variables within the target risk profile.
In this context, there are a number of emerging risks that could affect the evolution of the Group’s business, including the below:
–Macroeconomic and geopolitical risks
The Group is sensitive to the deterioration of economic conditions, the alteration of the institutional environment of the countries in which it operates, and the Group is exposed to sovereign debt especially in Spain, Mexico and Turkey.
The global economy is currently facing a number of extraordinary challenges. The war in Ukraine and the sanctions imposed against and by Russia have led to significant disruption, instability and volatility in global markets, as well as higher inflation and lower economic growth, mostly due to higher energy prices, which have stabilized more recently.
Although oil and gas prices have reduced and financial volatility has eased, there is still a risk that geopolitical tensions lead to additional increases in input prices and financial instability, particularly following the tensions triggered by the armed conflict in the Middle East, including the recent disruptions to maritime trade routes in the Red Sea.
Another global macroeconomic risk is the possibility of a sharp growth slowdown in China, which could lead to lower GDP expansion than currently expected in many geographies. Although it may be possible to offset part of the expected growth slowdown through the adoption of certain fiscal, monetary and regulatory measures by the authorities, there are risks related to tensions in the real estate markets and the possible effects of the United States economic sanctions, among others.
Geopolitical and economic risks have also increased in recent years as a result of trade tensions between the United States and China, Brexit, and the rise of populism, among other factors. Growing tensions may lead, among other things, to a deglobalization of the world economy, an increase in protectionism, a general reduction of international trade in goods and services and a reduction in the integration of financial markets, any of which could materially and adversely affect the Group’s business, financial condition and results.
Moreover, the world economy could be vulnerable to other factors, such as a restrictive monetary policy, in a context of relatively high inflationary pressures, which could cause a significant growth slowdown - and, even, a sharp economic recession - as well as new episodes of financial stress.
The Group’s results of operations have been particularly affected by the increases in interest rates adopted by central banks in an attempt to tame inflation, contributing to the rise in both interest revenue and interest expenses. In addition, the persistence of high interest rates could adversely affect the Group by reducing the demand for credit and leading to an increase in the default rate of its borrowers and other counterparties. On the other hand, the process of reducing interest rates has already begun in many geographies and could begin by mid-2024 in the United States and the Eurozone as well. Moreover, the Group’s results of operations have been affected by the high inflation in all countries in which BBVA operates, especially Turkey and Argentina.
The Group is exposed, among others, to the following general risks with respect to the economic and institutional environment in the countries in which it operates: a deterioration in economic activity in the countries in which it operates, including recession scenarios; more persistent inflationary pressures, which could trigger a more severe tightening of monetary conditions; stagflation due to more intense or prolonged supply crises; changes in exchange rates; an unfavorable evolution of the real estate market; a significant increase in oil and gas prices, which would have a negative impact on disposable income levels in areas that are net energy importers, such as Spain or Turkey, to which the Group is particularly exposed; changes in the institutional environment of the countries in which the Group operates, which could give rise to sudden and sharp drops in GDP and/or changes in regulatory or government policy, including in terms of exchange controls and restrictions on the distribution of dividends or the imposition of new taxes or charges; growth in the public debt or in the external deficit could lead to a downward revision of the credit ratings of the sovereign debt and even a possible default or restructuring of such debt; and episodes of volatility in the financial markets, which could cause significant losses for the Group. In particular, in Argentina, the risk of economic and financial turbulence persists in a context of regulatory, economic and political uncertainty, and in which the adjustments announced by the new government to correct the high economic distortions, including a strong fiscal adjustment and a significant exchange rate depreciation, have further reinforced short-term inflationary pressures. In Spain, political, regulatory and economic uncertainty has also increased since the July general elections; there is a risk that policies could have an adverse impact on the economy. In Mexico, uncertainty is related mainly to the June 2024 elections and the possible policies of the new government. Finally, in Colombia and Peru, climatic factors and greater social conflict could eventually have a negative impact on the economy.
Any of these factors may have a significant adverse impact on the Group’s business, financial condition and results of operations.
–Risks relating to the political, economic and social conditions in Turkey
In May 2022, the Group increased its shareholding stake in Garanti BBVA (Turkey) from 49.85% to 85.97% following the completion of a voluntary takeover bid (see Note 3).
There are increasing signs of normalization in economic policy in general, and monetary policy in particular, since the general elections held in May 2023, which may lead to a gradual correction of the current distortions. Despite the gradual improvement of macroeconomic conditions, the situation remains relatively unstable, characterized by a gradual depreciation of the Turkish lira, high inflation, a significant trade deficit, low central bank’s foreign reserves and high external financing costs. The earthquakes of February 2023 deepened Turkey's economic struggles. In addition to the vast human losses caused by it, the earthquakes added pressure on inflation as well as the external and fiscal balances. Continuing unfavorable economic conditions in Turkey may result in a potential deterioration in the purchasing power and creditworthiness of the clients of the Group (both individuals and corporations). In addition, the relatively low official interest rates (despite the recent upward adjustments) in a context of still high inflation, the regulatory and macroprudential policies affecting the banking sector and currency depreciation have affected and may continue to affect the Group’s results.
Additionally, certain geopolitical factors, such as the war in Ukraine and the armed conflict in the Middle East, and internal political developments, generate uncertainty about the evolution of the economy and could trigger scenarios of greater instability.
There can be no assurance that these and other factors will not have an impact on Turkey and will not cause further deterioration of the Turkish economy, which may have a material adverse effect on the Turkish banking sector and the Group’s business, financial condition and results of operations in Turkey.
–Regulatory and reputational risks
Financial institutions are exposed to a complex and ever-changing regulatory environment defined by governments and regulators. Regulatory activity in recent years has affected multiple areas, including changes in accounting standards; strict regulation of capital, liquidity and remuneration; bank charges and taxes on financial transactions; regulations affecting mortgages, banking products and consumers and users; recovery and resolution measures; stress tests; prevention of money laundering and terrorist financing; market abuse; conduct in the financial markets; anti-corruption; and requirements as to the periodic publication of information. Governments, regulatory authorities and other institutions continually make proposals to strengthen the resistance of financial institutions to future crises. Further, there is an increasing focus on the climate-related financial risk management capabilities of banks. Any change in the Group’s business that is necessary to comply with any particular regulations at any given time, especially in Spain, Mexico or Turkey, could lead to a considerable loss of income, limit the Group’s ability to identify business opportunities, affect the valuation of its assets, force the Group to increase its prices and, therefore, reduce the demand for its products, impose additional costs on the Group or otherwise adversely affect its business, financial condition and results of operations.
The financial sector is under ever closer scrutiny by regulators, governments and society itself. In the course of activities, situations which might cause relevant reputational damage to the Group could arise and might affect the regular course of business.
–New business and operational and legal risks
New technologies and forms of customer relationships: Developments in the digital world and in information technologies pose significant challenges for financial institutions, entailing threats (new competitors, disintermediation, etc.) but also opportunities (new framework of relations with customers, greater ability to adapt to their needs, new products and distribution channels, etc.). Digital transformation is a priority for the Group as it aims to lead digital banking of the future as one of its objectives.
Technological risks and security breaches: The Group is exposed to new threats such as cyber-attacks, theft of internal and customer databases, fraud in payment systems, etc. that require major investments in security from both the technological and human point of view. The Group gives great importance to the active operational and technological risk management and control. Any attack, failure or deficiency in the Group’s systems could, among other things, lead to the misappropriation of funds of the Group’s clients or the Group itself and the unauthorized disclosure, destruction or use of confidential information, as well as prevent the normal operation of the Group and impair its ability to provide services and carry out its internal management. In addition, any attack, failure or deficiency could result in the loss of customers and business opportunities, damage to computers and systems, violation of regulations regarding data protection and/or other regulations, exposure to litigation, fines, sanctions or interventions, loss of confidence in the Group’ s security measures, damage to its reputation, reimbursements and compensation, and additional regulatory compliance expenses and could have a significant adverse impact on the Group’ s business, financial condition and results of operations.
Legal risks: The financial sector faces an environment of increasing regulatory and litigious pressure, and thus, the various Group entities are frequently party to individual or collective judicial proceedings (including class actions) resulting from their activity and operations, as well as arbitration proceedings. The Group is also party to government procedures and investigations, such as those carried out by the antitrust authorities in certain countries which, among other things, have in the past and could in the future result in sanctions, as well as lead to claims by customers and others. In addition, the regulatory framework in the jurisdictions in which the Group operates is evolving towards a supervisory approach more focused on the opening of sanctioning proceedings while some regulators are focusing their attention on consumer protection and behavioral risk.
In Spain and in other jurisdictions where the Group operates, legal and regulatory actions and proceedings against financial institutions, prompted in part by certain judgments in favor of consumers handed down by national and supranational courts (with regards to matters such as credit cards and mortgage loans), have increased significantly in recent years and this trend could continue in the future. Legal and regulatory actions and proceedings faced by other financial institutions in relation to these and other matters, especially if such actions or proceedings result in favorable resolutions for the consumer, could also adversely affect the Group.
All of the above may result in a significant increase in operating and compliance costs or even a reduction of revenues, and it is possible that an adverse outcome in any proceedings (depending on the amount thereof, the penalties imposed or the procedural or management costs for the Group) could damage the Group's reputation, generate a knock-on effect or otherwise adversely affect the Group.
It is difficult to predict the outcome of legal and regulatory actions and proceedings, both those to which the Group is currently exposed and those that may arise in the future, including actions and proceedings relating to former Group subsidiaries or in respect of which the Group may have indemnification obligations. Any of such outcomes could be significantly adverse to the Group. In addition, a decision in any matter, whether against the Group or against another credit entity facing similar claims as those faced by the Group, could give rise to other claims against the Group. In addition, these actions and proceedings attract resources from the Group and may occupy a great deal of attention on part of the Group's management and employees.
As of December 31, 2023, the Group had €696 million in provisions for the proceedings it is facing (included in the line "Provisions for taxes and other legal contingencies" in the consolidated balance sheet) (see Note 24), of which €539 million correspond to legal contingencies and €158 million to tax related matters. However, the uncertainty arising from these proceedings (including those for which no provisions have been made, either because it is not possible to estimate them or for other reasons) makes it impossible to guarantee that the possible losses arising from these proceedings will not exceed, where applicable, the amounts that the Group currently has provisioned and, therefore, could affect the Group's consolidated results in a given period.
As a result of the above, legal and regulatory actions and proceedings currently faced by the Group or to which it may become subject in the future or otherwise affected by, individually or in the aggregate, if resolved in whole or in part adversely to the Group's interests, could have a material adverse effect on the Group’s business, financial condition and results of operations.
Spanish judicial authorities are investigating the activities of Centro Exclusivo de Negocios y Transacciones, S.L. (“Cenyt”). Such investigation includes the provision of services by Cenyt to BBVA. On July 29, 2019, BBVA was named as an investigated party (investigado) in a criminal judicial investigation (Preliminary Proceeding No. 96/2017 – Piece No. 9, Central Investigating Court No. 6 of the National High Court) for alleged facts which could constitute bribery, revelation of secrets and corruption. Certain current and former officers and employees of the Group, as well as former directors, have also been named as investigated parties in connection with this investigation. Since the beginning of the investigation, BBVA has been proactively collaborating with the Spanish judicial authorities, including sharing with the courts information obtained in the internal investigation hired by the entity in 2019 to contribute to the clarification of the facts. As at the date of the preparation of the Consolidated Financial Statements, no formal accusation against BBVA has been made.
By order of the Criminal Chamber of the National High Court, the pre-trial phase ended on January 29, 2024. It is not possible at this time to predict the possible outcomes or implications for the Group of this matter, including any fines, damages or harm to the Group’s reputation caused thereby.
–Risks in connection with climate change
Climate change, which is resulting in an increase in the intensity and frequency of extreme weather events and environmental degradation, presents both short, medium and long-term risks to the Group and its customers and counterparties, with the risks expected to increase over time. Risks posed by climate change may be classified into transition and physical risks.
Transition risks refer to changes in, among others, regulations, technologies and market preferences linked to the transition toward a less carbon-dependent economy, including the following:
–Legal and regulatory risks: Legal and regulatory changes related to how banks are required to manage climate risk or otherwise affecting banking practices or disclosure of climate-related information may result in higher compliance, operational and credit risks and costs. Further, legal and regulatory changes may result in legal uncertainty and the existence of overlapping or conflicting regulatory or other requirements. The Group or its customers or counterparties may be unable to meet any new requirements on a timely basis or at all. Further, changes in law, including new product and service specifications, may result in the sudden devaluation of certain assets. Any of these risks may affect the Group and its customers and counterparties. In addition, in the case of banks, new regulation could include requirements related to lending, investing, capital and liquidity adequacy and operational resilience. The incorporation of climate risks in the existing prudential framework is still developing and may result in increased risk weighting of high-carbon-related assets. Moreover, there are significant risks and uncertainties inherent in the development of adequate climate change-related risk assessment and modelling capabilities and the collection of customer, third party and other data, which may result in the Group’s systems or frameworks (or those of its customers and counterparties, where applicable) being inadequate, inaccurate or susceptible to incorrect customer, third party or other data, any of which could adversely affect the Group’s disclosure and financial reporting. Further, increased regulation arising from climate change could result in increased litigation and regulatory investigations and actions.
–Technological risks: Certain of the Group’s customers and counterparties may be adversely affected by the progressive transition to a low-carbon economy and/or risks and costs associated with new low-carbon technologies. If our customers and counterparties fail to adapt to the transition to a low-carbon economy, or if the costs of doing so adversely affect their creditworthiness, this could adversely affect the Group’s relevant loan portfolios.
–Market risks: The Group and certain of the Group’s customers and counterparties may be adversely affected by changes in market preferences due to, among others, increasing climate change awareness. Further, the funding costs of businesses that are perceived to be more exposed to climate change could increase. Any of this could result in the reduced creditworthiness of such customers and counterparties, adversely affecting the Group’s relevant loan portfolios. The Group and its customers and counterparties could also be adversely affected by changes in prices resulting from shifts in demand or supply brought by climate change, including prices of energy and raw materials, or by their inability to foresee or hedge any such changes.
–Reputational risks: The perception of climate change as a risk by society, shareholders, customers, governments and other stakeholders continues to increase, including in relation to the financial sector’s activities. This may result in increased scrutiny of the Group’s activities, as well as its climate change-related policies, goals and disclosure. The Group’s reputation and ability to attract or retain customers may be harmed if its efforts to reduce environmental and social risks are deemed to be insufficient or if a perception is generated among the different stakeholders that the Group's statements, actions or disclosure do not fairly reflect the underlying sustainability profile of the Group, its products, services, goals and/or policies. The Group may elect not to undertake lending or investing activities that would otherwise have been profitable in order to avoid reputational harm. Further, divergent views on ESG policies may also have a negative impact on the Group’s reputation. Increased scrutiny of the Group’s activities, as well as its climate change-related policies, goals and disclosure may result in litigation and regulatory investigations and actions. The Group has disclosed certain aspirational climate-related goals and such goals, which are being pursued over the long-term, may prove to be considerably more costly or difficult than currently expected, or even impossible, to achieve, including as a result of changes in environmental and energy regulation and policy, the pace of technological change and innovation and the actions of governments, Group’s customers and competitors.
The physical risk arising from climate change could result from increased frequency and/or severity of adverse weather events or the impact of climate change over the long term. The activities of the Group or those of its customers or counterparties could be adversely affected by the physical risks arising from climate change. For example, extreme weather events may damage or destroy the properties and other assets of the Group or those of its customers or counterparties, result in increased costs, or otherwise disrupt their respective operations (for example, if supply chains are disrupted as a result), diminishing –in the case of the Group’s customers or counterparties - their repayment capacity and, if applicable, the value of assets pledged as collateral to the Group. The Group is also exposed to potential long-term risks arising from climate change, such as increases in credit-related costs due to deteriorating macroeconomic conditions, which may be caused in part by an increase in infectious diseases or other ailments resulting from climate change. The Group could also be adversely affected by declines in asset values as a result of climate change or climate change-related risks, reduced availability of insurance and significant interruptions to business operations, and may be required to change its business models in response to the foregoing.
Any of these factors may have a material adverse effect on the Group’s business, financial condition and results of operations.
7.2Credit risk
Credit risk is the potential loss assumed by the Group as a result of the failure by the Group´s counterparties to meet their contractual obligations.
The general principles governing credit risk management in the BBVA Group are:
–Risks taken should comply with the general risk policy established by the Board of Directors of BBVA.
–Risks taken should be in line with the level of equity and generation of recurring revenue of the BBVA Group prioritizing risk diversification and avoiding relevant concentrations.
–Risks taken should be identified, measured and assessed and there should be management and monitoring procedures, in addition to mitigation and control mechanisms.
–Risks should be managed in a prudent and integrated manner during their life cycle and their treatment should be based on the type of risk. In addition, portfolios should be actively managed on the basis of a common metric (economic capital).
–The main criterion when granting credit risks is the capability of the borrower or obligor to fulfill on a timely basis all financial obligations with its business income or source of income without depending upon guarantors, bondsmen or pledged assets.
–Improve the financial health of our clients, help them in their decision making and in the daily management of their finances based on personalized advice.
–Help our clients in the transition towards a sustainable future, with a focus on climate change and inclusive and sustainable social development.
Credit risk management in the Group has an integrated structure for all its functions, allowing decisions to be taken objectively and independently throughout the life cycle of the risk.
–At Group level: frameworks for action and standard rules of conduct are defined for handling risk, specifically, the channels, procedures, structure and supervision.
–At the business area level: they are responsible for adapting the Group's criteria to the local realities of each geographical area and for direct management of risk according to the decision-making channel:
a.Retail risks: in general, the decisions are formalized according to the scoring tools, within the general framework for action of each business area, with regard to risks. The changes in weighting and variables of these tools must be validated by the Global Risk Management (hereinafter "GRM") area.
b.Wholesale risks: in general, the decisions are formalized by each business area within its general framework for action with regard to risks, which incorporates the delegation rule and the Group's corporate policies.
The risk function has a decision-making process supported by a structure of committees with a solid governance scheme, which describes their purposes and functioning for a proper performance of their tasks.
Support measures
Since the beginning of the pandemic, the Group offered support measures to its customers in all the geographical areas where it operates, consisting of both deferrals on existing loans and new public-guaranteed lending. Deferral support schemes have expired in all geographical areas. The measures adopted in 2022 which remained in force in 2023 were limited to Spain. In Peru, the deadline for requesting extensions of the Reactiva program ended on September 30, 2023 and to the date of the preparation of these Consolidated Financial Statements no extension has been published.
In addition in Spain, in March 2022, the Council of Ministers (RDL 6/2022) approved a line of financing with public guarantees of 70% and 80% of the principal amount of loans for self-employed and enterprises in order to alleviate the liquidity tensions due to increases in energy prices and raw materials, available until December 2023.
Finally, the Code of Good Practices, regulated by Royal Decree Law 6/2012, as well as its successive amendments, establishes a Code of Good Practices that eases the impact of interest rates hikes on mortgage loans related to primary residences and provides for other structural measures aiming to ease access to lending. As of the date of the preparation of these Consolidated Financial Statements, the number and amount of the transactions granted to clients in accordance with the Code of Good Practices have been low.
7.2.1Measurement of Expected Credit Loss
IFRS 9 requires determining the Expected Credit Loss (hereinafter "ECL") of a financial instrument in a way that reflects an unbiased estimation removing any conservatism or optimism, including the time value of money and a forward-looking perspective (including the economic forecast), all this based on the information that is available at a certain point in time and that is reasonable and bearable with respect to future economic conditions.
Therefore, the recognition and measurement of ECL is highly complex and involves the use of significant analysis and estimation including formulation and incorporation of forward-looking economic conditions into the ECL model.
The modeling of the ECL calculation is subject to a governance system that is common to the entire Group. Within this common framework, each geographical area makes the necessary adaptations to capture its particularities. The methodology, assumptions and observations used by each geographical area are reviewed annually, and after a validation and approval process, the outcome of this review is incorporated into the ECL calculations.
Risk parameters by homogeneous groups
Expected losses can be estimated both individually and collectively. Regarding the collective estimate, the instruments are distributed in homogeneous groups (segments) that share similar risk characteristics. Following the guidelines established by the Group for the development of models under IFRS 9, each geographical area performs the grouping based on the information available, its representativeness or relevance and compliance with the necessary statistical requirements.
Depending on the portfolio or the parameter being estimated, one risk driver or another will apply and different segments will reflect differences in PDs and LGDs. Thus, in each segment, changes in the level of credit risk will respond to the impact of changing conditions on the common range of credit risk drivers. The effect on the Group’s credit risk in response to changes in forward-looking information will be considered as well. Macroeconomic modeling for each segment is carried out using some of the shared risk characteristics.
These segments share credit risk characteristics such that changes in credit risk in a part of the portfolio are not concealed by the performance of other parts of the portfolio. In that sense, the methodology developed for ECL estimation indicates the risk drivers that have to be taken into account for PD segmentation purposes, depending on whether the estimation is for retail or wholesale portfolios.
As an example of the variables that can be taken into consideration to determine the final models, the following stand out:
–PD – Retail: Contractual residual maturity, credit risk scoring, type of product, days past due, forbearance, time on books, time to maturity, nationality of the debtor, sale channel, original term, indicator of credit card activity, percentage of initial drawn balance in credit cards.
–PD – Wholesale: Credit Risk Rating, type of product, watch-list level, forbearance (client), time to maturity, industry sector, updated balance (y/n), written off, grace period.
–LGD – Retail: credit Risk Scoring, segment, type of product, secured / unsecured, type of collateral, sales channel, nationality, business area, debtor’s commercial segment, forbearance (account) EAD (this risk driver could be correlated with the time on books or the LTV so, before including it, an assessment should be done in order to avoid a double counting effect), time on default of the account (for defaulted exposures), geographical location.
–LGD – Wholesale: credit Risk Rating, geographical location, segment, type of product, secured / Unsecured, type of collateral, business area, forbearance (client), debtor’s commercial segment time on default of the deal (for defaulted exposures).
–CCF – Wholesale/retail, percentage of initial drawn balance, debtor’s commercial segment, days past due, forbearance, credit limit activity, time on books.
In the BBVA Group, the expected losses calculated are based on the internal models developed for all the Group's portfolios, unless clients are subject to individualized estimates.
Low Default Portfolios, which include portfolios with high credit quality such as exposures to other credit institutions, sovereign debt or corporates and small client's portfolios with high exposures such as specialized lending or fixed income, are characterized by a low number of defaults, so the Group's historical bases do not contain sufficiently representative information to build impairment models based on them. However, there are external sources of information that, based on broader observations, are capable of providing the necessary inputs to develop models of expected losses. Therefore, based on the rating assigned to these exposures and taking into account the inputs obtained from these sources, the calculations of expected losses are developed internally, including their projection based on the macroeconomic perspectives.
Individual estimation of Expected Credit Losses
The Group periodically and individually reviews the situation and credit rating of its customers, regardless of their classification, taking into consideration the information deemed necessary to do so. It also has procedures in place within the risk management framework to identify the factors that may lead to increased risk and, consequently, to a greater need for provisions.
The monitoring model established by the Group consists of continuously monitoring the risks to which it is exposed, which guarantees their proper classification in the different categories of IFRS 9. The original analysis of the exposures is reviewed through the procedures for updating the rating tools (rating and scoring), which periodically review the financial situation of clients, influencing the classification by stages of exposures.
Within this credit risk management framework, the Group has procedures that seek to guarantee the review, at least annually, of all its wholesale counterparties through the so-called financial programs, which include the current and proposed positioning of the Group with the customer in terms of credit risk. This review is based on a detailed analysis of the client's up-to-date financial situation, which is complemented by other information available in relation to individual perspectives on business performance, industry trends, macroeconomic prospects or other public data. As a result of this analysis, the preliminary rating of the client is obtained, which, after undergoing the internal procedure, can be revised down if deemed appropriate (for example, general economic environment or evolution of the sector). These factors in addition to the information that the client can provide are used to review the ratings even before the scheduled financial plan reviews are conducted if circumstances so warrant.
Additionally, the Group has established procedures to identify wholesale customers in the internal Watch List category, which is defined as that risk in which, derived from an individualized credit analysis, an increase in credit risk is observed, either due to economic or financial difficulties or because they have suffered, or are expected to suffer, adverse situations in their environment, without meeting the criteria for classification as impaired risk. Under this procedure, all a customer's Watch List exposures are considered stage 2 regardless of when they originated, if as a result of the analysis the customer is considered to have significantly increased risk.
Finally, the Group has Workout Committees, both local and corporate, which analyze not only the situation and evolution of significant clients in Watch List and impaired situations, but also those significant clients in which, although not on Watch List, may present some stage 2 rated exposure for a quantitative reason (PD comparison from origination). This analysis is carried out in order to decide if, derived from this situation, all the client's exposures should be considered in the Watch List category, which would imply the migration of all the client's operations to stage 2 regardless of the date on which they originated.
With this, the Group performs an individualized review of the credit quality of its wholesale counterparties, identifying the situations in which a change in the risk profile of these clients may have occurred and proceeding, where appropriate, to estimate individualized credit losses. Along with this review, the Group individually estimates the expected losses of those clients whose total exposure exceeds certain thresholds, including those that part of their operations may be classified in stage 1 and part in stage 2. In setting thresholds, each geographical area determines the minimum amount of a client's exposure whose expected losses must be estimated individually taking into account the following:
–For clients with exposures in stage 3. The analysis of clients with total risk above this threshold implies analyzing at least 40% of the total risk of the wholesale portfolio in stage 3. Although the calibration of the threshold is done on the wholesale portfolio, clients of other portfolios must be analyzed if they exceed the threshold, staying in stage 3.
–For all other situations. The analysis of clients with total risk above this threshold implies analyzing at least 20% of the total risk of the Watch List wholesale portfolio. Although the threshold calibration is carried out on the exposure classified as Watch List, wholesale clients or clients belonging to other portfolios that have exposures classified in stage 2 and whose total exposure exceeds the mentioned threshold must be analyzed individually, considering both the exposures classified in stage 1 as in stage 2.
Regarding the methodology for the individual estimation of expected losses, it should be mentioned, firstly, that these are measured as the difference between the asset’s carrying amount and the estimated future cash flows discounted at the financial asset’s effective interest rate.
The estimated recoverable amount should correspond to the amount calculated under the following method:
–The present value of estimated future cash flows discounted at the financial asset’s original effective interest rate; and
–The estimation of the recoverable amount of a collateralized exposure reflects the cash flows that may result from the settlement of the collateral, as well as prospective information the analyst may implicitly include in the analysis.
The estimated future cash flows depend on the type of approach applied, which can be:
–Going concern scenario: when the entity has updated and reliable information about the solvency and ability of payment of the holders or guarantors. The operating cash flows of the debtor, or the guarantor, continue and can be used to repay the financial debt to all creditors. In addition, collateral may be exercised to the extent it does not influence operating cash flows. The following aspects should be taken into account:
a.Future operating cash flows should be based on the financial statements of the debtor.
b.When the projections made on these financial statements assume a growth rate, a constant or decreasing growth rate must be used over a maximum growth period of 3 to 5 years, and subsequently constant cash flows.
c.The growth rate should be based on the analysis of the evolution of the debtor's financial statements or on the applicable business restructuring plan, taking into account the resulting changes in the structure of the company (for example, due to divestments or the interruption of unprofitable lines of business).
d.(Re)-investments that are needed to preserve cash flows should be considered, as well as any foreseeable future cash-flow changes (e.g. if a patent or a long-term loan expires).
e.When the recoverability of the exposure relies on the realization of the disposal of some assets by the debtor, the selling price should reflect the estimated future cash flows that may result from the sale of the assets less the estimated costs associated with the disposal.
–Gone concern scenario: when the entity does not have updated and reliable information, it should consider that the estimation of loan receivable flows is highly uncertain. Estimation should be carried out through the estimation of recoverable amounts from the effective real guarantees received. It will not be admissible as effective guarantees, those whose effectiveness depends substantially on the creditworthiness of the debtor or economic group in which it takes part. Under a gone concern scenario, the collateral is exercised and the operating cash flows of the debtor cease. This could be the case if:
a.The exposure has been past due for a long period. There is a rebuttable presumption that the allowance should be estimated under a gone concern criterion when arrears are greater than 18 months.
b.Future operating cash flows of the debtor are estimated to be low or negative.
c.Exposure is significantly collateralized, and this collateral is central to cash-flow generation.
d.There is a significant degree of uncertainty surrounding the estimation of the future cash flows. This would be the case if the earnings before interest, taxes, depreciation and amortization (EBITDA) of the two previous years had been negative, or if the business plans of the previous years had been flawed (due to material discrepancies in the backtesting).
e.Insufficient information is available to perform a going concern analysis.
Significant increase in credit risk
As indicated in Note 2.2, the criteria for identifying the significant increase in risk are applied consistently throughout the Group, distinguishing between quantitative reasons or by comparison of probabilities of default and qualitative reasons (more than 30 days of default, watch list consideration or non-impaired refinancing).
To manage credit risk, the Group uses all relevant information that is available and that may affect the credit quality of the exposures. This information may come mainly from the internal processes of admission, analysis and monitoring of operations, from the strategy defined by the Group regarding the price of operations or distribution by geographies, products or sectors of activity, from the observance of the macroeconomic environment, from market data such as interest rate curves, or prices of the different financial instruments, or from external sources of credit rating.
This set of information is the basis for determining the rating and scoring (see Note 7.2.4 for more information on rating and scoring systems) corresponding to each of the exposures and which are assigned a probability of default (PD) that, as already mentioned, is subject to an annual review process that assesses its representativeness (backtesting) and is updated with new observations. Furthermore, the projection of these PDs over time has been modeled based on macroeconomic expectations, which allows obtaining the probabilities of default throughout the life of the operations.
Based on this common methodology, and in accordance with the provisions of IFRS 9 and the EBA guidelines on credit risk management practices, each geographical area has established absolute and relative thresholds for identifying whether the expected changes in the probabilities of default have increased significantly compared to the initial moment, adapted to the particularities of each one of them in terms of origination levels, product characteristics, distribution by sectors or portfolios, and macroeconomic situation. To establish the aforementioned thresholds, a series of general principles are considered, such as:
–Uniformity: Based on the rating and scoring systems that, in a homogeneous manner, are implemented in the Group's units.
–Stability: The thresholds must be established to identify the significant increase in risk produced in exposures since their initial recognition and not only to identify those situations in which it is already foreseeable that they will reach the level of impairment. For this reason, it is to be expected that of the total exposures there will always be a representative group for which said increased risk is identified.
–Anticipation: The thresholds must consider the identification of the increased risk in advance with respect to the recognition of the exposures as impaired or even before a real default occurs. The calibration of the thresholds should minimize the cases in which the instruments are classified in stage 3 without having previously been recognized as stage 2.
–Indicators or metrics: It is expected that the classification of the exposures in stage 2 will have sufficient permanence to be able to develop an anticipatory management plan with respect to them before, where applicable, they end up migrating to stage 3.
–Symmetry: IFRS 9 provides for a symmetric treatment both to identify the significant increase in risk and to identify that it has disappeared, so the thresholds also work to improve the credit classification of exposures. In this sense, it is expected that the cases in which the exhibitions that improve from stage 3 are directly classified into stage 1 will be minimal.
–The identification of the significant increase in risk from the comparison of the probabilities of default should be the main reason why exposures in stage 2 are recognized.
Specifically, a contract will be transferred to stage 2 when the following two conditions are met by comparing the current PD values and the origination PD values:
(Current PD) / (Origination PD) - 1*100 >Relative Threshold (%) and
Current PD – Origination PD > Absolute threshold (bps)
These absolute and relative thresholds are consistently established for each geographical area and for each portfolio, taking into account their particularities and based on the principles described. The thresholds set by each geographical area are included within the annual review process and, generally speaking, are in the range of 130% to 250% for the relative threshold and from 30 to 100 basis points for the absolute threshold. Specifically, in BBVA, S.A.'s wholesale portfolio the relative threshold is from 180% to 200% and the absolute threshold ranges from 30 to 100 basis points; in the retail portfolio the relative threshold is 200% while the absolute threshold ranges between 50 and 100 basis points. For BBVA Mexico, the relative threshold for the wholesale portfolio is between 180% and 200% and the absolute threshold is between 30 basis points and 75 basis points. For the majority of the retail portfolio, the relative threshold is in the range of 170% and 250% and the absolute threshold between 10 and 100 basis points.
The establishment of absolute and relative thresholds, as well as their different levels, comply with the provisions of IFRS 9 when it indicates that a certain change, in absolute terms, in the risk of a default will be more significant for a financial instrument with a lower initial risk of default compared to a financial instrument with higher initial risk of default.
For existing contracts before the implementation of IFRS 9, given the limitations in the information available on them, the thresholds are calibrated based on the PDs obtained from the prudential or economic models for calculating capital.
Risk Parameters Adjusted by Macroeconomic Scenarios
Expected Credit Loss (ECL) must include forward looking information, in accordance with IFRS 9, which states that the comprehensive credit risk information must incorporate not only historical information but also all relevant credit information, also including forward-looking macroeconomic information. BBVA uses the typical credit risk parameters PD, LGD and EAD in order to calculate the ECL for the credit portfolios.
BBVA methodological approach in order to incorporate the forward looking information aims to determine the relation between macroeconomic variables and risk parameters following three main steps:
–Step 1: Analysis and transformation of time series data.
–Step 2: For each dependent variable find conditional forecasting models that are economically consistent.
–Step 3: Select the best conditional forecasting model from the set of candidates defined in Step 2, based on their forecasting capacity.
How economic scenarios are reflected in the calculation of ECL
The forward looking component is added to the calculation of the ECL through the introduction of macroeconomic scenarios as an input. Inputs highly depend on the particular combination of region and portfolio, so inputs are adapted to available data regarding each of them.
Based on economic theory and analysis, the main indicators most directly relevant for explaining and forecasting the selected risk parameters (PD, LGD and EAD) are:
–The net income of families, corporates or public administrations.
–The outstanding payment amounts on the principal and interest on the financial instruments.
–The value of the collateral assets pledged to the loan.
BBVA Group approximates these variables by using a proxy indicator from the set included in the macroeconomic scenarios provided by BBVA Research.
Only a single specific indicator for each of the three categories can be used and only one of the following core macroeconomic indicators should be chosen as first option:
–The real GDP growth for the purpose of conditional forecasting can be seen as the only “factor” required for capturing the influence of all potentially relevant macro-financial scenarios on internal PDs and LGD.
–The most representative short term interest rate (typically the policy rate or the most liquid sovereign yield or interbank rate) or exchange rates expressed in real terms.
–A comprehensive and representative index of the price of real estate properties expressed in real terms in the case of mortgage loans and a representative and real term index of the price of the relevant commodity for corporate loan portfolios concentrated in exporters or producers of such commodity.
Real GDP growth is given priority over any other indicator not only because it is the most comprehensive indicator of income and economic activity but also because it is the central variable in the generation of macroeconomic scenarios.
Multiple scenario approach
IFRS 9 requires calculating an unbiased probability weighted measurement of ECL by evaluating a range of possible outcomes, including forecasts of future economic conditions.
BBVA Research produces forecasts of the macroeconomic variables under the baseline scenario, which are used in the rest of the related processes of the Group, such as budgeting, ICAAP and risk appetite framework, stress testing, etc.
Additionally, BBVA Research produces alternative scenarios to the baseline scenario so as to meet the requirements under the IFRS 9 standard.
Alternative macroeconomic scenarios
–For each of the macro-financial variables, BBVA Research produces three scenarios.
–BBVA Research tracks, analyzes and forecasts the economic environment to provide a consistent forward looking assessment about the most likely scenario and risks that impact BBVA’s footprint. To build economic scenarios, BBVA Research combines official data, econometric techniques and expert judgment.
–Each of these scenarios corresponds to the expected value of a different area of the probabilistic distribution of the possible projections of the economic variables.
–The non-linearity overlay is defined as the ratio between the probability-weighted ECL under the alternative scenarios and the baseline scenario, where the scenario’s probability depends on the distance of the alternative scenarios from the base one.
–BBVA Group establishes equally weighted scenarios, being the probability 34% for the baseline scenario, 33% for the unfavorable alternative scenario and 33% for the favorable alternative scenario.
The approach in the BBVA Group consists on using the scenario that is the most likely scenario, which is the baseline scenario, consistent with the rest of internal processes (ICAAP, Budgeting, etc.) and then applying an overlay adjustment that is calculated by taking into account the weighted average of the ECL determined by each of the scenarios. This effect is calculated taking into account the average weight of the expected loss determined for each scenario.
It is important to note that in general, it is expected that the effect of the overlay is to increase the ECL. It is possible to obtain an overlay that does not have that effect, whenever the relationship between macro scenarios and losses is linear.
On the other hand, the BBVA Group also takes into account the range of possible scenarios when defining its significant increase in credit risk. Thus, the PDs used in the quantitative process to identify the significant increase in credit risk will be those that result from making a weighted average of the PDs calculated under the three scenarios.
Macroeconomic scenarios
The forward-looking information incorporated in the calculation of expected losses is in line with the macroeconomic perspectives published by BBVA Research, which are quarterly updated.
BBVA Research forecasts a maximum of five years for the macroeconomic variables. The following forecasts (positive base and negative scenarios) of the Gross Domestic Product (GDP) growth, unemployment rate and House Price Index (HPI), for the most relevant countries where they represent a significant factor, provided by BBVA Research, were used for the calculation of the ECL as of December 31, 2023:
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|
Positive scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2023 |
2.52 % |
11.84 % |
(1.61) % |
3.62 % |
2.80 % |
5.44 % |
5.54 % |
9.31 % |
| 2024 |
2.12 % |
10.32 % |
0.89 % |
3.79 % |
3.11 % |
4.98 % |
7.11 % |
8.82 % |
| 2025 |
2.70 % |
9.58 % |
2.96 % |
2.68 % |
3.07 % |
4.41 % |
4.33 % |
9.86 % |
| 2026 |
2.55 % |
8.81 % |
2.11 % |
2.67 % |
3.04 % |
4.14 % |
3.92 % |
10.68 % |
| 2027 |
2.34 % |
8.22 % |
2.14 % |
2.76 % |
2.99 % |
4.20 % |
3.58 % |
10.95 % |
| 2028 |
2.13 % |
7.67 % |
1.88 % |
2.85 % |
2.87 % |
5.09 % |
3.58 % |
11.01 % |
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|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2023 |
0.33 % |
6.85 % |
(1.82) % |
8.05 % |
1.59 % |
10.06 % |
| 2024 |
4.57 % |
6.63 % |
0.42 % |
9.46 % |
2.80 % |
10.99 % |
| 2025 |
4.22 % |
6.54 % |
6.93 % |
9.23 % |
2.59 % |
11.27 % |
| 2026 |
2.88 % |
6.35 % |
3.13 % |
8.34 % |
3.03 % |
11.03 % |
| 2027 |
2.72 % |
6.32 % |
2.11 % |
7.23 % |
3.24 % |
10.35 % |
| 2028 |
2.51 % |
6.28 % |
2.13 % |
6.11 % |
3.42 % |
9.90 % |
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|
|
| Base scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2023 |
2.36 % |
12.13 % |
(1.93) % |
3.40 % |
2.82 % |
5.47 % |
4.46 % |
9.63 % |
| 2024 |
1.48 % |
11.80 % |
(0.92) % |
2.91 % |
3.27 % |
4.90 % |
3.50 % |
10.28 % |
| 2025 |
2.47 % |
11.20 % |
1.94 % |
2.41 % |
3.25 % |
4.24 % |
3.54 % |
10.85 % |
| 2026 |
2.53 % |
10.40 % |
1.74 % |
2.60 % |
3.18 % |
4.14 % |
3.79 % |
11.05 % |
| 2027 |
2.34 % |
9.63 % |
1.69 % |
2.74 % |
3.11 % |
4.18 % |
3.46 % |
11.15 % |
| 2028 |
2.13 % |
8.98 % |
1.43 % |
2.83 % |
2.99 % |
5.07 % |
3.46 % |
11.20 % |
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|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2023 |
(0.36) % |
6.88 % |
(3.01) % |
8.28 % |
1.24 % |
10.11 % |
| 2024 |
1.99 % |
6.82 % |
(4.04) % |
10.48 % |
1.47 % |
11.25 % |
| 2025 |
3.48 % |
6.77 % |
5.95 % |
10.15 % |
2.33 % |
11.56 % |
| 2026 |
2.88 % |
6.55 % |
3.03 % |
8.95 % |
3.03 % |
11.32 % |
| 2027 |
2.72 % |
6.50 % |
1.98 % |
7.70 % |
3.24 % |
10.60 % |
| 2028 |
2.51 % |
6.46 % |
2.00 % |
6.60 % |
3.42 % |
10.09 % |
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|
|
| Negative scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2023 |
2.21 % |
12.40 % |
(2.28) % |
3.20 % |
2.85 % |
5.49 % |
3.37 % |
9.94 % |
| 2024 |
0.86 % |
13.23 % |
(2.54) % |
2.04 % |
3.45 % |
4.73 % |
(0.33) % |
11.73 % |
| 2025 |
2.25 % |
12.77 % |
1.00 % |
2.13 % |
3.43 % |
4.03 % |
2.58 % |
11.92 % |
| 2026 |
2.48 % |
11.98 % |
1.22 % |
2.53 % |
3.33 % |
4.00 % |
3.71 % |
11.43 % |
| 2027 |
2.30 % |
11.34 % |
0.93 % |
2.70 % |
3.25 % |
4.18 % |
3.39 % |
11.32 % |
| 2028 |
2.09 % |
10.57 % |
0.67 % |
2.79 % |
3.13 % |
5.07 % |
3.39 % |
11.36 % |
|
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|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2023 |
(1.04) % |
6.91 % |
(4.16) % |
8.49 % |
0.87 % |
10.15 % |
| 2024 |
(0.60) % |
7.03 % |
(8.75) % |
11.46 % |
0.15 % |
11.51 % |
| 2025 |
2.73 % |
7.02 % |
4.77 % |
11.04 % |
2.03 % |
11.84 % |
| 2026 |
2.88 % |
6.77 % |
2.92 % |
9.54 % |
3.03 % |
11.59 % |
| 2027 |
2.72 % |
6.71 % |
1.82 % |
8.17 % |
3.24 % |
10.90 % |
| 2028 |
2.51 % |
6.66 % |
1.85 % |
7.08 % |
3.42 % |
10.29 % |
The estimate for the next five years of the following rates, used in the measurement of the expected loss as of December 31, 2022, consistent with the latest estimates made public at that date, was:
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|
|
Positive scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2022 |
4.90 % |
12.27 % |
(2.96) % |
2.97 % |
3.28 % |
0.84 % |
7.59 % |
10.00 % |
| 2023 |
1.85 % |
11.35 % |
(0.61) % |
1.45 % |
3.04 % |
4.23 % |
6.61 % |
8.85 % |
| 2024 |
3.60 % |
9.75 % |
1.58 % |
2.33 % |
2.99 % |
3.07 % |
(0.70) % |
10.76 % |
| 2025 |
3.00 % |
8.36 % |
1.67 % |
1.91 % |
3.01 % |
4.18 % |
3.91 % |
11.78 % |
| 2026 |
2.95 % |
7.02 % |
2.20 % |
1.78 % |
3.01 % |
3.26 % |
3.90 % |
11.81 % |
| 2027 |
2.93 % |
5.87 % |
2.31 % |
1.81 % |
3.00 % |
4.39 % |
3.86 % |
11.81 % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2022 |
4.00 % |
7.67 % |
7.42 % |
11.97 % |
8.78 % |
11.41 % |
| 2023 |
5.12 % |
7.28 % |
3.86 % |
9.39 % |
2.04 % |
12.20 % |
| 2024 |
3.15 % |
6.79 % |
(1.02) % |
7.68 % |
2.07 % |
12.77 % |
| 2025 |
2.19 % |
6.60 % |
2.79 % |
6.77 % |
2.44 % |
12.65 % |
| 2026 |
2.21 % |
6.52 % |
2.87 % |
6.89 % |
3.11 % |
12.15 % |
| 2027 |
2.21 % |
6.49 % |
3.62 % |
6.81 % |
3.28 % |
10.47 % |
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
| Base scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2022 |
4.61 % |
12.78 % |
(3.50) % |
2.56 % |
3.32 % |
0.95 % |
5.47 % |
10.53 % |
| 2023 |
1.20 % |
12.83 % |
(2.41) % |
0.58 % |
3.20 % |
4.14 % |
3.02 % |
10.30 % |
| 2024 |
3.37 % |
11.38 % |
0.55 % |
2.05 % |
3.17 % |
2.90 % |
(1.50) % |
11.75 % |
| 2025 |
2.98 % |
9.95 % |
1.30 % |
1.84 % |
3.15 % |
4.19 % |
3.78 % |
12.15 % |
| 2026 |
2.95 % |
8.58 % |
1.74 % |
1.76 % |
3.14 % |
3.27 % |
3.78 % |
12.00 % |
| 2027 |
2.93 % |
7.18 % |
1.86 % |
1.79 % |
3.13 % |
4.37 % |
3.74 % |
12.00 % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2022 |
2.69 % |
7.72 % |
5.00 % |
12.35 % |
8.05 % |
11.49 % |
| 2023 |
2.54 % |
7.48 % |
(0.50) % |
10.40 % |
0.72 % |
12.45 % |
| 2024 |
2.42 % |
7.03 % |
(2.04) % |
8.60 % |
1.81 % |
13.06 % |
| 2025 |
2.19 % |
6.80 % |
2.70 % |
7.38 % |
2.44 % |
12.94 % |
| 2026 |
2.21 % |
6.70 % |
2.73 % |
7.38 % |
3.10 % |
12.43 % |
| 2027 |
2.21 % |
6.68 % |
3.49 % |
7.30 % |
3.28 % |
10.65 % |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
| Negative scenario of GDP, unemployment rate and HPI for the main geographical areas |
|
|
Spain |
Mexico |
Turkey |
| Date |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
HPI |
GDP |
Unemployment |
| 2022 |
4.33 % |
13.26 % |
(4.13) % |
2.17 % |
3.37 % |
1.03 % |
3.35 % |
11.04 % |
| 2023 |
0.58 % |
14.26 % |
(4.02) % |
(0.28) % |
3.38 % |
3.97 % |
(0.79) % |
11.76 % |
| 2024 |
3.15 % |
12.95 % |
(0.40) % |
1.77 % |
3.35 % |
2.69 % |
(2.49) % |
12.82 % |
| 2025 |
2.93 % |
11.53 % |
0.79 % |
1.77 % |
3.30 % |
4.04 % |
3.70 % |
12.53 % |
| 2026 |
2.91 % |
10.14 % |
0.99 % |
1.72 % |
3.27 % |
3.24 % |
3.70 % |
12.19 % |
| 2027 |
2.89 % |
8.77 % |
1.10 % |
1.75 % |
3.26 % |
4.37 % |
3.66 % |
12.16 % |
|
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|
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|
|
Peru |
Argentina |
Colombia |
| Date |
GDP |
Unemployment |
GDP |
Unemployment |
GDP |
Unemployment |
| 2022 |
1.39 % |
7.77 % |
2.66 % |
12.71 % |
7.30 % |
11.57 % |
| 2023 |
(0.05) % |
7.69 % |
(5.10) % |
11.38 % |
(0.59) % |
12.71 % |
| 2024 |
1.67 % |
7.27 % |
(3.29) % |
9.49 % |
1.50 % |
13.34 % |
| 2025 |
2.19 % |
7.02 % |
2.59 % |
7.97 % |
2.44 % |
13.21 % |
| 2026 |
2.21 % |
6.91 % |
2.57 % |
7.83 % |
3.10 % |
12.70 % |
| 2027 |
2.21 % |
6.88 % |
3.33 % |
7.78 % |
3.28 % |
10.86 % |
Sensitivity to macroeconomic scenarios
A sensitivity exercise has been carried out on the expected losses due to variations in the key hypotheses as they are the ones that introduce the greatest uncertainty in estimating such losses. As a first step, GDP and the House Price Index have been identified as the most relevant variables. These variables have been subjected to shocks of +/- 100 bps in their entire window with impact of the macro models. Independent sensitivities have been assessed, under the assumption of assigning a 100% probability to each determined scenario with these independent shocks.
Variation in expected loss is determined both by re-staging (that is: in worse scenarios due to the recognition of lifetime credit losses for additional operations that are transferred to stage 2 from stage 1 where 12 months of losses are valued: or vice versa in improvement scenarios) as well as variations in the collective risk parameters (PD and LGD) of each financial instrument due to the changes defined in the macroeconomic forecasts of the scenario. The variation in the expected loss for the Group and the main portfolios and geographical areas is shown below:
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|
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|
|
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|
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|
|
|
|
|
|
|
|
|
| Expected loss variation as of December 31, 2023 |
|
|
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|
|
|
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|
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|
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|
|
|
BBVA Group |
Spain |
Mexico |
|
Turkey |
|
| GDP |
Total Portfolio |
Retail |
Companies |
Debt securities |
Total Portfolio |
Companies |
Retail |
Total Portfolio |
Companies |
Retail |
Total Portfolio |
Companies |
Retail |
| - 100 bps |
222 |
188 |
28 |
2 |
61 |
14 |
47 |
94 |
2 |
92 |
22 |
9 |
11 |
| +100 bps |
(191) |
(165) |
(23) |
(2) |
(58) |
(13) |
(45) |
(89) |
(2) |
(87) |
(21) |
(9) |
(11) |
| Housing price |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - 100 bps |
|
|
|
|
|
— |
32 |
|
|
|
|
|
|
| +100 bps |
|
|
|
|
|
— |
(32) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expected loss variation as of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBVA Group |
Spain |
Mexico |
Turkey |
| GDP |
Total Portfolio |
Retail |
Companies |
Debt securities |
Total Portfolio |
Companies |
Retail |
Total Portfolio |
Companies |
Retail |
Total Portfolio |
Companies |
Retail |
| - 100 bps |
223 |
151 |
67 |
3 |
118 |
54 |
62 |
67 |
3 |
63 |
19 |
5 |
12 |
| +100 bps |
(195) |
(135) |
(55) |
(3) |
(95) |
(42) |
(52) |
(63) |
(3) |
(60) |
(18) |
(5) |
(11) |
| Housing price |
|
|
|
|
|
|
|
|
|
|
|
|
|
| - 100 bps |
|
|
|
|
|
1 |
23 |
|
|
4 |
|
|
|
| +100 bps |
|
|
|
|
|
(1) |
(22) |
|
|
(3) |
|
|
|
Additional adjustments to expected loss measurement
The Group periodically reviews its individual estimates and its models for the collective estimate of expected losses as well as the effect of macroeconomic scenarios on them. In addition, the Group may supplement the expected losses to account for the effects that may not be included, either by considering additional risk factors, or by the incorporation of sectorial particularities or particularities that may affect a set of operations or borrowers, following a formal internal approval process established for this purpose, including the relevant Global Risk Management Committee (among the GRMC committees).
Thus, in Spain, during 2021 and 2022, the Loss Given Default (LGD) of certain specific operations considered unlikely to pay was reviewed upwards, with a remaining adjustment as of December 31, 2023 of €227 million, with a €161 million decrease compared with the end of the year 2022 mainly as a result of the annual model review process. In addition, due to the earthquakes that affected an area in the south of Turkey, during the month of February 2023 the classification of the credit exposure recorded in the five most affected cities was reviewed, which led to its reclassification to Stage 2. As of December 31, 2023 the amounts recorded in Stage 2 amounted to €273 million on-balance sheet and €406 million off-balance sheet exposure, with allowances for losses of approximately €25 million at contract level.
On the other hand, as of December 31, 2023, the complementary adjustments pending allocation to specific operations or customers are not significant, after the utilization and/or release of most of the adjustments during 2023. As of December 31, 2022, the complementary adjustments pending allocation to specific operations or customers totaled €302 million, of which €170 million corresponded to BBVA, S.A., €92 million to Mexico, €25 million to Peru, €11 million to Colombia and €5 million to Chile.
7.2.2Credit risk exposure
BBVA Group’s credit risk exposure by headings in the consolidated balance sheets as of December 31, 2023, 2022 and 2021 is provided below. It does not consider the loss allowances and the availability of collateral or other credit enhancements to enable compliance with payment obligations. The details are broken down by category of financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maximum credit risk exposure (Millions of Euros) |
|
Notes |
December
2023 |
Stage 1 |
Stage 2 |
Stage 3 |
| Financial assets held for trading |
|
106,749 |
|
|
|
| Equity instruments |
10 |
4,589 |
|
|
|
| Debt securities |
10 |
28,569 |
|
|
|
| Loans and advances |
10 |
73,590 |
|
|
|
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
8,737 |
|
|
|
| Equity instruments |
11 |
7,963 |
|
|
|
| Debt securities |
11 |
484 |
|
|
|
| Loans and advances |
11 |
290 |
|
|
|
| Financial assets designated at fair value through profit or loss |
12 |
955 |
|
|
|
| Derivatives (trading and hedging) |
|
48,747 |
|
|
|
| Financial assets at fair value through other comprehensive income |
|
62,289 |
|
|
|
| Equity instruments |
13 |
1,217 |
|
|
|
| Debt securities |
|
61,047 |
60,255 |
771 |
21 |
| Loans and advances to credit institutions |
13 |
26 |
26 |
— |
— |
| Financial assets at amortized cost |
|
463,130 |
410,590 |
38,061 |
14,478 |
| Debt securities |
|
49,544 |
49,403 |
108 |
32 |
| Loans and advances to central banks |
|
7,176 |
7,176 |
— |
— |
| Loans and advances to credit institutions |
|
17,498 |
17,478 |
18 |
2 |
| Loans and advances to customers |
|
388,912 |
336,533 |
37,935 |
14,444 |
| Total financial assets risk |
|
690,606 |
|
|
|
| Total loan commitments and financial guarantees |
|
214,283 |
204,842 |
8,411 |
1,030 |
| Loan commitments given |
33 |
152,868 |
147,376 |
5,326 |
165 |
| Financial guarantees given |
33 |
18,839 |
17,612 |
998 |
229 |
| Other commitments given |
33 |
42,577 |
39,854 |
2,087 |
636 |
| Total maximum credit exposure |
|
904,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maximum credit risk exposure (Millions of Euros) |
|
Notes |
December
2022 ⁽¹⁾ |
Stage 1 |
Stage 2 |
Stage 3 |
| Financial assets held for trading |
|
70,763 |
|
|
|
| Equity instruments |
10 |
4,404 |
|
|
|
| Debt securities |
10 |
24,367 |
|
|
|
| Loans and advances |
10 |
41,993 |
|
|
|
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
6,888 |
|
|
|
| Equity instruments |
11 |
6,511 |
|
|
|
| Debt securities |
11 |
129 |
|
|
|
| Loans and advances |
11 |
247 |
|
|
|
| Financial assets designated at fair value through profit or loss |
12 |
913 |
|
|
|
| Derivatives (trading and hedging) |
|
53,101 |
|
|
|
| Financial assets at fair value through other comprehensive income |
|
65,497 |
|
|
|
| Equity instruments |
13 |
1,198 |
|
|
|
| Debt securities |
|
64,273 |
63,425 |
822 |
26 |
| Loans and advances to credit institutions |
13 |
26 |
26 |
— |
— |
| Financial assets at amortized cost |
|
425,803 |
378,407 |
33,873 |
13,523 |
| Debt securities |
|
36,730 |
36,463 |
237 |
30 |
| Loans and advances to central banks |
|
4,420 |
4,420 |
— |
— |
| Loans and advances to credit institutions |
|
16,066 |
15,997 |
69 |
— |
| Loans and advances to customers |
|
368,588 |
321,528 |
33,568 |
13,493 |
| Total financial assets risk |
|
622,965 |
|
|
|
| Total loan commitments and financial guarantees |
|
192,568 |
181,427 |
9,993 |
1,147 |
| Loan commitments given |
33 |
136,920 |
130,459 |
6,283 |
177 |
| Financial guarantees given |
33 |
16,511 |
15,214 |
1,015 |
281 |
| Other commitments given |
33 |
39,137 |
35,753 |
2,695 |
689 |
| Total maximum credit exposure |
|
815,533 |
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maximum credit risk exposure (Millions of Euros) |
|
Notes |
December 2021
|
Stage 1 |
Stage 2 |
Stage 3 |
| Financial assets held for trading |
|
92,560 |
|
|
|
| Equity instruments |
10 |
15,963 |
|
|
|
| Debt securities |
10 |
25,790 |
|
|
|
| Loans and advances |
10 |
50,807 |
|
|
|
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
6,086 |
|
|
|
| Equity instruments |
11 |
5,303 |
|
|
|
| Debt securities |
11 |
128 |
|
|
|
| Loans and advances |
11 |
655 |
|
|
|
| Financial assets designated at fair value through profit or loss |
12 |
1,092 |
|
|
|
| Derivatives (trading and hedging) |
|
43,687 |
|
|
|
| Financial assets at fair value through other comprehensive income |
|
60,495 |
|
|
|
| Equity instruments |
13 |
1,320 |
|
|
|
| Debt securities |
|
59,148 |
58,587 |
561 |
— |
| Loans and advances to credit institutions |
13 |
27 |
27 |
— |
— |
| Financial assets at amortized cost |
|
383,870 |
334,772 |
34,418 |
14,680 |
| Debt securities |
|
34,833 |
34,605 |
205 |
22 |
| Loans and advances to central banks |
|
5,687 |
5,687 |
— |
— |
| Loans and advances to credit institutions |
|
13,295 |
13,285 |
10 |
— |
| Loans and advances to customers |
|
330,055 |
281,195 |
34,203 |
14,657 |
| Total financial assets risk |
|
587,789 |
|
|
|
| Total loan commitments and financial guarantees |
|
165,941 |
152,914 |
12,070 |
957 |
| Loan commitments given |
33 |
119,618 |
112,494 |
6,953 |
171 |
| Financial guarantees given |
33 |
11,720 |
10,146 |
1,329 |
245 |
| Other commitments given |
33 |
34,604 |
30,274 |
3,789 |
541 |
| Total maximum credit exposure |
|
753,730 |
|
|
|
The maximum credit exposure presented in the table above is determined by type of financial asset as explained below:
–In the case of financial instruments recognized in the consolidated balance sheets, exposure to credit risk is considered equal to its carrying amount (not including loss allowances) with the only exception of trading and hedging derivatives.
–The maximum credit risk exposure on financial commitments and guarantees granted is the maximum that the Group would be liable for if these guarantees were called in, or the higher amount pending to be disposed from the customer in the case of commitments.
–The calculation of risk exposure for derivatives is based on the sum of two factors: the derivatives fair value and their potential risk (or "add-on").
As of December 31, 2023, there are no financial assets classified as purchased or originated credit impaired in the consolidated balance sheets of the BBVA Group.
The breakdown by geographical area and stage of the maximum credit risk exposure, the accumulated allowances recorded and the carrying amount of the loans and advances to customers as of December 31, 2023, 2022 and 2021 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
Gross exposure |
Accumulated allowances |
Carrying amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Spain (1) |
214,522 |
183,503 |
22,953 |
8,066 |
(4,593) |
(503) |
(714) |
(3,375) |
209,929 |
183,000 |
22,239 |
4,690 |
| Mexico |
91,086 |
81,619 |
6,995 |
2,472 |
(3,049) |
(1,097) |
(620) |
(1,332) |
88,037 |
80,522 |
6,375 |
1,140 |
Turkey (2) |
39,058 |
34,105 |
3,234 |
1,719 |
(1,641) |
(167) |
(314) |
(1,160) |
37,416 |
33,938 |
2,920 |
559 |
South America (3) |
43,151 |
36,237 |
4,738 |
2,176 |
(1,976) |
(319) |
(377) |
(1,280) |
41,175 |
35,918 |
4,362 |
896 |
| Others |
1,094 |
1,069 |
15 |
11 |
(10) |
— |
(1) |
(8) |
1,085 |
1,068 |
14 |
2 |
Total (4) |
388,912 |
336,533 |
37,935 |
14,444 |
(11,269) |
(2,087) |
(2,026) |
(7,156) |
377,643 |
334,446 |
35,909 |
7,287 |
| Of which: individual |
|
|
|
|
(1,665) |
(15) |
(471) |
(1,179) |
|
|
|
|
| Of which: collective |
|
|
|
|
(9,604) |
(2,072) |
(1,555) |
(5,977) |
|
|
|
|
(1) Spain includes all countries where BBVA, S.A. operates.
(2) Turkey includes all countries in which Garanti BBVA operates.
(3) In South America, BBVA Group operates mainly in Argentina, Colombia, Peru and Uruguay.
(4) The amount of the accumulated allowances includes the provisions recorded for credit risk over the remaining expected lifetime of purchased financial instruments. Those provisions were determined at the moment of the Purchase Price Allocation and were originated mainly in the acquisition of Catalunya Banc S.A. (as of December 31, 2023, the remaining balance was €142 million). These valuation adjustments are recognized in the consolidated income statement during the residual life of the operations or are applied to the value corrections when the losses materialize.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 ⁽¹⁾ (Millions of Euros) |
|
|
Gross exposure |
|
Accumulated allowances |
|
Carrying amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Spain (2) |
214,066 |
186,977 |
19,621 |
7,468 |
(4,860) |
(518) |
(759) |
(3,583) |
209,206 |
186,459 |
18,862 |
3,885 |
| Mexico |
73,729 |
66,448 |
5,342 |
1,939 |
(2,496) |
(955) |
(475) |
(1,066) |
71,233 |
65,494 |
4,866 |
873 |
Turkey (3) |
39,547 |
32,755 |
4,436 |
2,356 |
(2,105) |
(224) |
(358) |
(1,523) |
37,443 |
32,531 |
4,078 |
833 |
South America (4) |
40,199 |
34,312 |
4,166 |
1,721 |
(1,768) |
(318) |
(345) |
(1,105) |
38,431 |
33,994 |
3,821 |
615 |
| Others |
1,047 |
1,035 |
3 |
9 |
(8) |
— |
— |
(7) |
1,039 |
1,035 |
3 |
2 |
Total (5) |
368,588 |
321,528 |
33,568 |
13,493 |
(11,237) |
(2,014) |
(1,938) |
(7,284) |
357,351 |
319,513 |
31,629 |
6,208 |
| Of which: individual |
|
|
|
|
(2,164) |
(21) |
(604) |
(1,539) |
|
|
|
|
| Of which: collective |
|
|
|
|
(9,073) |
(1,994) |
(1,334) |
(5,745) |
|
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Spain includes all countries where BBVA, S.A. operates.
(3) Turkey includes all countries in which Garanti BBVA operates.
(4) In South America, BBVA Group operates mainly in Argentina, Colombia, Peru and Uruguay.
(5) The amount of the accumulated allowances includes the provisions recorded for credit risk over the remaining expected lifetime of purchased financial instruments. Those provisions were determined at the moment of the Purchase Price Allocation and were originated mainly in the acquisition of Catalunya Banc S.A. (as of December 31, 2022 the remaining balance was €190 million). These valuation adjustments are recognized in the consolidated income statement during the residual life of the operations or are applied to the value corrections when the losses materialize.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
Gross exposure |
Accumulated allowances |
Carrying amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Spain (1) |
201,405 |
171,883 |
21,380 |
8,143 |
(5,277) |
(722) |
(923) |
(3,631) |
196,129 |
171,161 |
20,457 |
4,511 |
| Mexico |
57,847 |
51,665 |
4,261 |
1,921 |
(2,038) |
(740) |
(381) |
(916) |
55,809 |
50,925 |
3,880 |
1,005 |
Turkey (2) |
33,472 |
26,497 |
4,134 |
2,841 |
(2,058) |
(224) |
(424) |
(1,410) |
31,414 |
26,273 |
3,711 |
1,431 |
South America (3) |
36,335 |
30,166 |
4,425 |
1,744 |
(1,736) |
(277) |
(362) |
(1,096) |
34,599 |
29,889 |
4,062 |
648 |
| Others |
996 |
984 |
3 |
9 |
(8) |
(1) |
— |
(7) |
988 |
983 |
3 |
2 |
Total (4) |
330,055 |
281,195 |
34,203 |
14,657 |
(11,116) |
(1,964) |
(2,091) |
(7,061) |
318,939 |
279,231 |
32,112 |
7,596 |
| Of which: individual |
|
|
|
|
(2,528) |
(4) |
(657) |
(1,867) |
|
|
|
|
| Of which: collective |
|
|
|
|
(8,587) |
(1,959) |
(1,434) |
(5,194) |
|
|
|
|
(1) Spain includes all countries where BBVA, S.A. operates.
(2) Turkey includes all countries in which Garanti BBVA operates.
(3) In South America, BBVA Group operates mainly in Argentina, Colombia, Peru and Uruguay.
(4) The amount of the accumulated allowances includes the provisions recorded for credit risk over the remaining expected lifetime of purchased financial instruments. Those provisions were determined at the moment of the Purchase Price Allocation and were originated mainly in the acquisition of Catalunya Banc S.A. (as of December 31, 2021 the remaining balance was €266 million). These valuation adjustments are recognized in the consolidated income statement during the residual life of the operations or are applied to the value corrections when the losses materialize.
The breakdown by counterparty of the maximum credit risk exposure, the accumulated allowances recorded, as well as the carrying amount by stages of loans and advances to customers as of December 31, 2023, 2022 and 2021 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
Gross exposure |
Accumulated allowances |
Net amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
| Public administrations |
23,294 |
23,105 |
164 |
25 |
(29) |
(9) |
(12) |
(7) |
23,265 |
23,096 |
152 |
18 |
| Other financial corporations |
13,271 |
13,072 |
187 |
12 |
(20) |
(9) |
(4) |
(7) |
13,251 |
13,062 |
183 |
6 |
| Non-financial corporations |
175,337 |
154,519 |
15,299 |
5,520 |
(4,274) |
(517) |
(795) |
(2,962) |
171,063 |
154,002 |
14,503 |
2,558 |
| Households |
177,009 |
145,837 |
22,286 |
8,886 |
(6,946) |
(1,552) |
(1,214) |
(4,180) |
170,063 |
144,285 |
21,071 |
4,706 |
| Loans and advances to customers |
388,912 |
336,533 |
37,935 |
14,444 |
(11,269) |
(2,087) |
(2,026) |
(7,156) |
377,643 |
334,446 |
35,909 |
7,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 ⁽¹⁾ (Millions of Euros) |
|
Gross exposure |
Accumulated allowances |
Net amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
| Public administrations |
20,922 |
20,582 |
302 |
38 |
(30) |
(8) |
(11) |
(11) |
20,892 |
20,574 |
291 |
27 |
| Other financial corporations |
12,802 |
12,548 |
238 |
17 |
(37) |
(15) |
(12) |
(10) |
12,765 |
12,533 |
226 |
6 |
| Non-financial corporations |
170,929 |
149,501 |
15,087 |
6,340 |
(5,495) |
(675) |
(991) |
(3,829) |
165,433 |
148,826 |
14,096 |
2,511 |
| Households |
163,936 |
138,896 |
17,941 |
7,098 |
(5,675) |
(1,316) |
(925) |
(3,434) |
158,261 |
137,580 |
17,017 |
3,663 |
| Loans and advances to customers |
368,588 |
321,528 |
33,568 |
13,493 |
(11,237) |
(2,014) |
(1,938) |
(7,284) |
357,351 |
319,513 |
31,629 |
6,208 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
Gross exposure |
Accumulated allowances |
Net amount |
|
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
Total |
Stage 1 |
Stage 2 |
Stage 3 |
| Public administrations |
19,719 |
19,287 |
369 |
62 |
(37) |
(13) |
(5) |
(19) |
19,682 |
19,274 |
364 |
43 |
| Other financial corporations |
9,826 |
9,672 |
131 |
24 |
(23) |
(8) |
(6) |
(9) |
9,804 |
9,664 |
125 |
15 |
| Non-financial corporations |
146,797 |
120,140 |
19,366 |
7,290 |
(5,804) |
(759) |
(1,306) |
(3,738) |
140,993 |
119,381 |
18,060 |
3,552 |
| Households |
153,714 |
132,096 |
14,336 |
7,281 |
(5,253) |
(1,184) |
(773) |
(3,295) |
148,461 |
130,912 |
13,563 |
3,986 |
| Loans and advances to customers |
330,055 |
281,195 |
34,203 |
14,657 |
(11,116) |
(1,964) |
(2,091) |
(7,061) |
318,939 |
279,231 |
32,112 |
7,596 |
The breakdown by counterparty and product of loans and advances, net of loss allowances, as well as the gross carrying amount by type of product, classified in different headings of the assets, as of December 31, 2023, 2022 and 2021 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
Central banks |
General governments |
Credit institutions |
Other financial corporations |
Non-financial corporations |
Households |
Total |
Gross carrying amount |
| On demand and short notice |
— |
6 |
— |
73 |
1,933 |
1,028 |
3,040 |
3,175 |
| Credit card debt |
— |
1 |
— |
2 |
1,927 |
20,959 |
22,890 |
24,454 |
| Commercial debtors |
|
960 |
76 |
586 |
23,462 |
88 |
25,171 |
25,346 |
| Finance leases |
— |
225 |
— |
12 |
8,940 |
285 |
9,463 |
9,714 |
| Reverse repurchase loans |
1,345 |
— |
5,786 |
92 |
— |
— |
7,223 |
7,234 |
| Other term loans |
4,878 |
21,662 |
5,329 |
9,300 |
134,024 |
147,491 |
322,683 |
331,813 |
| Advances that are not loans |
927 |
412 |
6,312 |
3,186 |
956 |
324 |
12,116 |
12,164 |
| LOANS AND ADVANCES |
7,151 |
23,265 |
17,502 |
13,251 |
171,241 |
170,175 |
402,586 |
413,901 |
| By secured loans |
|
|
|
|
|
|
|
|
| Of which: mortgage loans collateralized by immovable property |
|
271 |
— |
526 |
24,829 |
96,772 |
122,397 |
125,328 |
| Of which: other collateralized loans |
1,347 |
6,933 |
4,558 |
465 |
10,938 |
2,430 |
26,671 |
26,963 |
| By purpose of the loan |
|
|
|
|
|
|
|
|
| Of which: credit for consumption |
|
|
|
|
|
59,892 |
59,892 |
64,303 |
| Of which: lending for house purchase |
|
|
|
|
|
97,555 |
97,555 |
99,224 |
| By subordination |
|
|
|
|
|
|
|
|
| Of which: project finance loans |
|
|
|
|
7,181 |
|
7,181 |
7,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 ⁽¹⁾ (Millions of Euros) |
|
|
|
|
|
|
|
|
Central banks |
General governments |
Credit institutions |
Other financial corporations |
Non-financial corporations |
Households |
Total |
Gross carrying amount |
| On demand and short notice |
— |
6 |
— |
352 |
2,810 |
933 |
4,101 |
4,266 |
| Credit card debt |
— |
1 |
— |
3 |
2,029 |
16,865 |
18,898 |
19,985 |
| Commercial debtors |
|
1,021 |
24 |
370 |
24,510 |
85 |
26,011 |
26,254 |
| Finance leases |
— |
195 |
— |
13 |
8,040 |
322 |
8,571 |
8,857 |
| Reverse repurchase loans |
302 |
— |
5,251 |
102 |
— |
— |
5,655 |
5,674 |
| Other term loans |
3,802 |
19,438 |
4,009 |
7,995 |
126,949 |
139,925 |
302,118 |
311,553 |
| Advances that are not loans |
296 |
232 |
6,772 |
3,930 |
1,256 |
217 |
12,702 |
12,758 |
| LOANS AND ADVANCES |
4,401 |
20,892 |
16,057 |
12,765 |
165,593 |
158,348 |
378,056 |
389,347 |
| By secured loans |
|
|
|
|
|
|
|
|
| Of which: mortgage loans collateralized by immovable property |
|
297 |
— |
337 |
23,970 |
95,056 |
119,659 |
122,719 |
| Of which: other collateralized loans |
498 |
5,382 |
5,073 |
548 |
6,635 |
2,209 |
20,345 |
20,675 |
| By purpose of the loan |
|
|
|
|
|
|
|
|
| Of which: credit for consumption |
|
|
|
|
|
51,344 |
51,344 |
54,718 |
| Of which: lending for house purchase |
|
|
|
|
|
95,249 |
95,249 |
96,716 |
| By subordination |
|
|
|
|
|
|
|
|
| Of which: project finance loans |
|
|
|
|
7,942 |
|
7,942 |
8,530 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
|
|
|
|
|
|
|
Central banks |
General governments |
Credit institutions |
Other financial corporations |
Non-financial corporations |
Households |
Total |
Gross carrying amount |
| On demand and short notice |
— |
6 |
— |
321 |
2,339 |
495 |
3,161 |
3,345 |
| Credit card debt |
— |
— |
— |
1 |
1,504 |
12,523 |
14,030 |
14,949 |
| Commercial debtors |
|
791 |
— |
476 |
18,191 |
66 |
19,524 |
19,766 |
| Finance leases |
— |
191 |
— |
14 |
7,388 |
317 |
7,911 |
8,256 |
| Reverse repurchase loans |
1,192 |
— |
2,788 |
23 |
— |
— |
4,004 |
4,013 |
| Other term loans |
4,174 |
18,440 |
4,004 |
5,413 |
110,204 |
134,505 |
276,739 |
286,127 |
| Advances that are not loans |
315 |
394 |
6,510 |
3,554 |
1,805 |
630 |
13,208 |
13,263 |
| LOANS AND ADVANCES |
5,681 |
19,822 |
13,303 |
9,804 |
141,431 |
148,536 |
338,577 |
349,719 |
| By secured loans |
|
|
|
|
|
|
|
|
| Of which: mortgage loans collateralized by immovable property |
|
324 |
— |
220 |
21,531 |
94,821 |
116,897 |
119,980 |
| Of which: other collateralized loans |
1,180 |
1,413 |
2,534 |
390 |
3,512 |
1,950 |
10,979 |
11,335 |
| By purpose of the loan |
|
|
|
|
|
|
|
|
| Of which: credit for consumption |
|
|
|
|
|
42,294 |
42,294 |
45,236 |
| Of which: lending for house purchase |
|
|
|
|
|
95,209 |
95,209 |
96,612 |
| By subordination |
|
|
|
|
|
|
|
|
| Of which: project finance loans |
|
|
|
|
8,863 |
|
8,863 |
9,423 |
7.2.3Mitigation of credit risk, collateralized credit risk and other credit enhancements
In certain cases, maximum credit risk exposure is reduced by collateral, credit enhancements and other actions which mitigate the Group’s exposure. The BBVA Group applies a credit risk hedging and mitigation policy deriving from a banking approach focused on relationship banking. The existence of guarantees could be a necessary but not sufficient instrument for accepting risks, as the assumption of risks by the Group requires prior evaluation of the debtor’s capacity for repayment, or that the debtor can generate sufficient resources to allow the amortization of the risk incurred under the agreed terms.
The policy of accepting risks is therefore organized into three different levels in the BBVA Group:
–Analysis of the financial risk of the transaction, based on the debtor’s capacity for repayment or generation of funds.
–The constitution of guarantees that are adequate, or at any rate generally accepted, for the risk assumed, in any of the generally accepted forms: monetary, secured, personal or hedge guarantees; and
–Assessment of the repayment risk (asset liquidity) of the guarantees received.
This is carried out through a prudent risk policy that consists of the analysis of the financial risk, based on the capacity for reimbursement or generation of resources of the borrower, the analysis of the guarantee, assessing, among others, the efficiency, the robustness and the risk, the adequacy of the guarantee with the operation and other aspects such as the location, currency, concentration or the existence of limitations. Additionally, the necessary tasks for the constitution of guarantees must be carried out - in any of the generally accepted forms (collaterals, personal guarantees and financial hedge instruments) - appropriate to the risk assumed.
The procedures for the management and valuation of collateral are set out in the corporate general policies (retail and wholesale), which establish the basic principles for credit risk management, including the management of collaterals assigned in transactions with customers. The criteria for the systematic, standardized and effective treatment of collateral in credit transaction procedures in BBVA Group’s wholesale and retail banking are included in the Specific Collateral Rules.
The methods used to value the collateral are in line with the best market practices and imply the use of appraisal of real-estate collateral, the market price in market securities, the trading price of shares in mutual funds, etc. All the collaterals received must be correctly assigned and entered in the corresponding register. They must also have the approval of the Group’s legal units.
The valuation of the collateral is taken into account in the calculation of the expected losses. The Group has developed internal models to estimate the realization value of the collaterals received, the time that elapses until then, the costs for their acquisition, maintenance and subsequent sale, from real observations based on its own experience. This modeling is part of the LGD estimation processes that are applied to the different segments, and is included within the annual review and validation procedures.
The following is a description of the main types of collateral for each financial instrument class:
–Debt instruments held for trading: The guarantees or credit enhancements obtained directly from the issuer or counterparty are implicit in the clauses of the instrument (mainly guarantees of the issuer).
–Derivatives and hedging derivatives: In derivatives, credit risk is minimized through contractual netting agreements, where positive- and negative-value derivatives with the same counterparty are offset for their net balance. There may likewise be other kinds of guarantees and collaterals, depending on counterparty solvency and the nature of the transaction (mainly collaterals).
The summary of the offsetting effect (via netting and collateral) for derivatives and securities operations as of December 31, 2023 is presented in Note 7.4.2.
–Other financial assets designated at fair value through profit or loss and financial assets at fair value through other comprehensive income: The guarantees or credit enhancements obtained directly from the issuer or counterparty are inherent to the structure of the instrument (mainly personal guarantees).
As of December 31, 2023, 2022 and 2021, the BBVA Group had no significant credit risk exposure of impaired financial assets at fair value through other comprehensive income (see Note 7.2.2).
–Financial assets at amortized cost:
a.Loans and advances to credit institutions: These usually have the counterparty’s personal guarantee or pledged securities in the case of repos.
b.Loans and advances to customers: Most of these loans and advances are backed by personal guarantees extended by the customer. There may also be collateral to secure loans and advances to customers (such as mortgages, cash collaterals, pledged securities and other collateral), or to obtain other credit enhancements (bonds or insurances).
c.Debt securities: The guarantees or credit enhancements obtained directly from the issuer or counterparty are inherent to the structure of the instrument.
–Financial guarantees, other contingent risks and drawable by third parties: these have the counterparty’s personal guarantee or other types of collaterals.
The disclosure of impaired loans and advances at amortized cost covered by collateral (see Note 7.2.6), shown by type of collateral, as of December 31, 2023, 2022 and 2021, is the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impaired loans and advances at amortized cost covered by collateral (Millions of Euros) |
|
Maximum exposure to credit risk |
Of which secured by collateral |
|
Residential properties |
Commercial properties |
Cash |
Others |
Financial |
| December 2023 |
14,446 |
3,167 |
771 |
5 |
91 |
1,226 |
| December 2022 |
13,493 |
2,537 |
849 |
3 |
52 |
984 |
| December 2021 |
14,657 |
2,875 |
1,068 |
5 |
33 |
886 |
The value of guarantees received as of December 31, 2023, 2022 and 2021, is the following:
|
|
|
|
|
|
|
|
|
|
|
|
| Guarantees received (Millions of Euros) |
|
|
|
|
2023 |
2022 |
2021 |
| Value of collateral |
136,141 |
125,963 |
117,362 |
| Of which: guarantees normal risks under special monitoring |
14,274 |
12,826 |
11,768 |
| Of which: guarantees non-performing risks |
4,035 |
3,440 |
3,981 |
| Value of other guarantees |
53,462 |
40,050 |
48,680 |
| Of which: guarantees normal risks under special monitoring |
4,864 |
4,963 |
7,404 |
| Of which: guarantees non-performing risks |
1,226 |
984 |
886 |
| Total value of guarantees received |
189,602 |
166,013 |
166,042 |
The maximum credit risk exposure of impaired financial guarantees and other commitments at December 31, 2023, 2022 and 2021 amounts to €1,030 million, €1,147 million and €957 million, respectively (see Note 7.2.2).
7.2.4Credit quality of financial assets that are neither past due nor impaired
The BBVA Group has tools that enable it to rank the credit quality of its transactions and customers based on an assessment and its correspondence with the probability of default (“PD”) scales. To analyze the performance of PD, the Group has a series of tracking tools and historical databases that collect the pertinent internally generated information. These tools can be grouped together into scoring and rating models.
Scoring
Scoring is a decision-making model that contributes to both the arrangement and management of retail loans: consumer loans, mortgages, credit cards for individuals, etc. Scoring is the tool used to decide to originate a loan, what amount should be originated and what strategies can help establish the price, because it is an algorithm that sorts transactions by their credit quality. This algorithm enables the BBVA Group to assign a score to each transaction requested by a customer, on the basis of a series of objective characteristics that have statistically been shown to distinguish between the quality and risk of this type of transactions. The advantage of scoring lies in its simplicity and homogeneity: all that is needed is a series of objective data for each customer, and this data is analyzed automatically using an algorithm.
There are three types of scoring, based on the information used and on its purpose:
–Reactive scoring: measures the risk of a transaction requested by an individual using variables relating to the requested transaction and to the customer’s socio-economic data available at the time of the request. The new transaction is approved or rejected depending on the score.
–Behavioral scoring: scores transactions for a given product in an outstanding risk portfolio of the entity, enabling the credit rating to be tracked and the customer’s needs to be anticipated. It uses transaction and customer variables available internally. Specifically, variables that refer to the behavior of both the product and the customer.
–Proactive scoring: gives a score at customer level using variables related to the individual’s general behavior with the entity, and to his/her payment behavior in all the contracted products. The purpose is to track the customer’s credit quality and it is used to pre-approve new transactions.
Rating
Rating tools, as opposed to scoring tools, focus on the rating of customers: companies, corporations, SMEs, general governments, etc. A rating tool is an instrument that, based on a detailed financial study, helps determine a customer’s ability to meet his/her financial obligations. The final rating is usually a combination of various factors: on one hand, quantitative factors, and on the other hand, qualitative factors. It is a middle road between an individual analysis and a statistical analysis.
The main difference between ratings and scorings is that the latter are used to assess retail products, while ratings use a wholesale banking customer approach. Moreover, scorings only include objective variables, while ratings add qualitative information. And although both are based on statistical studies, adding a business view, rating tools give more weight to the business criterion compared to scoring tools.
For portfolios where the number of defaults is low (sovereign risk, corporates, financial entities, etc.) the internal information is supplemented by “benchmarking” of the external rating agencies (Moody’s, Standard & Poor’s and Fitch). To this end, each year the PDs compiled by the rating agencies at each level of risk rating are compared, and the measurements compiled by the various agencies are mapped against those of the BBVA master rating scale.
The probability of default of transactions or customers is calibrated with a long-term view, since its purpose is to measure the risk quality beyond its time of estimation, seeking to capture information representative of the behavior of the portfolios during a complete economic cycle (a long-term average probability of default). This probability is mapped to the master scale developed by the BBVA Group in order to facilitate a homogeneous classification of its different risk portfolios.
These different levels and their probability of default were calculated by using as a reference the rating scales and default rates provided by the external agencies Standard & Poor’s and Moody’s. These calculations establish the levels of probability of default for the BBVA Group’s Master Rating Scale. Although this scale is common to the entire Group, the calibrations (mapping scores to PD sections/Master Rating Scale levels) are carried out at tool level for each country in which the Group has tools available.
The table below outlines the distribution of the gross carrying amount of loans and advances to customers, contingent risk and commitments, in percentage terms, of the BBVA Group, based on their probability of default within 12 months and internal rating used in the calculation of the expected loss under IFRS 9, and their stages, as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Probability of default (basis points) and internal rating |
|
|
2023 |
2022 |
2021 ⁽¹⁾ |
|
|
Subject to 12 month ECL (stage 1) |
Subject to lifetime ECL (stage 2) |
Subject to 12 month ECL (stage 1) |
Subject to lifetime ECL (stage 2) |
Subject to 12 month ECL (stage 1) |
Subject to lifetime ECL (stage 2) |
Internal rating |
PDs |
% |
% |
% |
% |
% |
% |
| AAA |
0 to 2 |
3.8 |
|
— |
|
5.5 |
0.1 |
5.8 |
— |
| AA+ to AA- |
2 to 5 |
10.7 |
|
0.2 |
|
19.4 |
0.3 |
15.7 |
0.1 |
| A+ to A- |
5 to 11 |
25.4 |
|
0.5 |
|
19.9 |
0.7 |
15.2 |
0.2 |
| BBB+ to BBB- |
11 to 39 |
21.7 |
|
1.3 |
|
18.7 |
0.8 |
18.7 |
0.6 |
| BB+ to BB- |
39 to 194 |
20.6 |
|
2.1 |
|
18.4 |
1.9 |
19.1 |
2.5 |
| B+ to B- |
194 to 1,061 |
8.7 |
|
2.2 |
|
9.0 |
2.5 |
12.2 |
3.8 |
| CCC+ to CCC- |
1,061 to 2,121 |
1.0 |
|
0.6 |
|
1.0 |
0.7 |
1.9 |
1.5 |
| CC+ to C |
> 2,121 |
0.5 |
|
0.8 |
|
0.5 |
0.8 |
0.8 |
1.9 |
|
Total |
92.4 |
7.6 |
92.3 |
7.7 |
89.4 |
10.6 |
(1) Data corresponding to the year 2021, does not include commitments nor contingent liabilities.
7.2.5Impaired loan risks
The breakdown of loans and advances within financial assets at amortized cost by counterparties, including their respective gross carrying amount, impaired amount and accumulated impairment as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
|
|
|
|
Gross carrying amount |
Impaired loans and advances |
Accumulated impairment |
Impaired loans and advances as a % of the total |
| Central banks |
7,176 |
— |
(25) |
— |
% |
| General governments |
23,294 |
25 |
(29) |
0.1 |
% |
| Credit institutions |
17,498 |
2 |
(21) |
— |
% |
| Other financial corporations |
13,271 |
12 |
(20) |
0.1 |
% |
| Non-financial corporations |
175,337 |
5,520 |
(4,274) |
3.2 |
% |
| Agriculture, forestry and fishing |
4,530 |
133 |
(136) |
2.9 |
% |
| Mining and quarrying |
4,924 |
27 |
(30) |
0.6 |
% |
| Manufacturing |
45,893 |
814 |
(685) |
1.8 |
% |
| Electricity, gas, steam and air conditioning supply |
15,801 |
444 |
(454) |
2.8 |
% |
| Water supply |
905 |
16 |
(11) |
1.8 |
% |
| Construction |
8,269 |
665 |
(426) |
8.1 |
% |
| Wholesale and retail trade |
32,080 |
1,241 |
(883) |
3.9 |
% |
| Transport and storage |
10,378 |
310 |
(213) |
3.0 |
% |
| Accommodation and food service activities |
7,957 |
329 |
(208) |
4.1 |
% |
| Information and communications |
7,545 |
71 |
(54) |
0.9 |
% |
| Financial and insurance activities |
7,828 |
187 |
(122) |
2.4 |
% |
| Real estate activities |
12,550 |
658 |
(508) |
5.2 |
% |
| Professional, scientific and technical activities |
4,053 |
178 |
(124) |
4.4 |
% |
| Administrative and support service activities |
4,449 |
151 |
(111) |
3.4 |
% |
| Public administration and defense; compulsory social security |
303 |
10 |
(11) |
3.2 |
% |
| Education |
586 |
30 |
(21) |
5.0 |
% |
| Human health services and social work activities |
2,171 |
129 |
(48) |
6.0 |
% |
| Arts, entertainment and recreation |
906 |
53 |
(42) |
5.9 |
% |
| Other services |
4,209 |
74 |
(186) |
1.8 |
% |
| Households |
177,009 |
8,886 |
(6,946) |
5.0 |
% |
| LOANS AND ADVANCES |
413,585 |
14,446 |
(11,316) |
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 ⁽¹⁾ (Millions of Euros) |
|
|
|
|
|
Gross carrying amount |
Impaired loans and advances |
Accumulated impairment |
Impaired loans and advances as a % of the total |
| Central banks |
4,420 |
— |
(19) |
— |
% |
| General governments |
20,922 |
38 |
(30) |
0.2 |
% |
| Credit institutions |
16,066 |
— |
(35) |
— |
% |
| Other financial corporations |
12,802 |
17 |
(37) |
0.1 |
% |
| Non-financial corporations |
170,929 |
6,340 |
(5,495) |
3.7 |
% |
| Agriculture, forestry and fishing |
4,475 |
153 |
(151) |
3.4 |
% |
| Mining and quarrying |
5,006 |
179 |
(105) |
3.6 |
% |
| Manufacturing |
44,583 |
869 |
(794) |
1.9 |
% |
| Electricity, gas, steam and air conditioning supply |
15,344 |
650 |
(534) |
4.2 |
% |
| Water supply |
875 |
21 |
(16) |
2.4 |
% |
| Construction |
8,349 |
784 |
(537) |
9.4 |
% |
| Wholesale and retail trade |
30,974 |
1,184 |
(945) |
3.8 |
% |
| Transport and storage |
11,051 |
319 |
(343) |
2.9 |
% |
| Accommodation and food service activities |
8,003 |
451 |
(329) |
5.6 |
% |
| Information and communications |
7,498 |
113 |
(47) |
1.5 |
% |
| Financial and insurance activities |
7,446 |
200 |
(188) |
2.7 |
% |
| Real estate activities |
11,349 |
718 |
(527) |
6.3 |
% |
| Professional, scientific and technical activities |
3,948 |
169 |
(151) |
4.3 |
% |
| Administrative and support service activities |
4,021 |
180 |
(124) |
4.5 |
% |
| Public administration and defense, compulsory social security |
268 |
8 |
(12) |
2.9 |
% |
| Education |
556 |
35 |
(29) |
6.4 |
% |
| Human health services and social work activities |
2,108 |
138 |
(53) |
6.6 |
% |
| Arts, entertainment and recreation |
927 |
68 |
(79) |
7.3 |
% |
| Other services |
4,147 |
101 |
(530) |
2.4 |
% |
| Households |
163,936 |
7,098 |
(5,675) |
4.3 |
% |
| LOANS AND ADVANCES |
389,073 |
13,493 |
(11,291) |
3.5 |
% |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
|
|
|
|
Gross carrying amount |
Impaired loans and advances |
Accumulated impairment |
Impaired loans and advances as a % of the total |
| Central banks |
5,687 |
— |
(6) |
— |
% |
| General governments |
19,719 |
62 |
(37) |
0.3 |
% |
| Credit institutions |
13,295 |
— |
(19) |
— |
% |
| Other financial corporations |
9,826 |
24 |
(23) |
0.2 |
% |
| Non-financial corporations |
146,797 |
7,290 |
(5,804) |
5.0 |
% |
| Agriculture, forestry and fishing |
4,077 |
125 |
(154) |
3.1 |
% |
| Mining and quarrying |
4,889 |
222 |
(130) |
4.5 |
% |
| Manufacturing |
35,058 |
1,003 |
(867) |
2.9 |
% |
| Electricity, gas, steam and air conditioning supply |
13,718 |
570 |
(489) |
4.2 |
% |
| Water supply |
782 |
22 |
(21) |
2.9 |
% |
| Construction |
8,336 |
894 |
(619) |
10.7 |
% |
| Wholesale and retail trade |
25,856 |
1,311 |
(1,104) |
5.1 |
% |
| Transport and storage |
10,310 |
879 |
(400) |
8.5 |
% |
| Accommodation and food service activities |
7,693 |
470 |
(405) |
6.1 |
% |
| Information and communications |
6,533 |
117 |
(56) |
1.8 |
% |
| Financial and insurance activities |
6,216 |
197 |
(181) |
3.2 |
% |
| Real estate activities |
9,438 |
719 |
(466) |
7.6 |
% |
| Professional, scientific and technical activities |
3,910 |
185 |
(152) |
4.7 |
% |
| Administrative and support service activities |
3,046 |
181 |
(132) |
5.9 |
% |
| Public administration and defense, compulsory social security |
203 |
9 |
(11) |
4.5 |
% |
| Education |
582 |
43 |
(34) |
7.4 |
% |
| Human health services and social work activities |
1,888 |
48 |
(41) |
2.5 |
% |
| Arts, entertainment and recreation |
1,011 |
209 |
(95) |
20.7 |
% |
| Other services |
3,250 |
84 |
(447) |
2.6 |
% |
| Households |
153,714 |
7,281 |
(5,253) |
4.7 |
% |
| LOANS AND ADVANCES |
349,037 |
14,657 |
(11,142) |
4.2 |
% |
The changes during the years 2023, 2022 and 2021 of impaired financial assets and guarantees given are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in impaired financial assets and guarantees given (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Balance at the beginning |
14,521 |
15,467 |
15,478 |
| Additions |
11,066 |
8,084 |
8,556 |
Decreases (1) |
(5,795) |
(5,742) |
(4,555) |
| Net additions |
5,272 |
2,342 |
4,001 |
| Amounts written-off |
(3,770) |
(2,771) |
(3,613) |
| Exchange differences and other |
(660) |
(517) |
(399) |
|
|
|
|
| Balance at the end |
15,362 |
14,521 |
15,467 |
(1) Reflects the total amount of impaired loans derecognized from the consolidated balance sheet throughout the period as a result of monetary recoveries as well as mortgage foreclosures and real estate assets received in lieu of payment.
The changes during the years 2023, 2022 and 2021 in financial assets derecognized from the consolidated balance sheet as their recovery is considered unlikely ("write-offs"), is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in impaired financial assets written-off from the balance sheet (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Balance at the beginning |
|
22,595 |
21,990 |
22,001 |
| Companies held for sale |
|
— |
— |
— |
| Increase |
|
3,841 |
2,871 |
3,709 |
| Decrease: |
|
(2,035) |
(2,431) |
(3,605) |
| Re-financing or restructuring |
|
(1) |
(2) |
(1) |
| Cash recovery |
47 |
(369) |
(390) |
(423) |
| Foreclosed assets |
|
(3) |
(25) |
(17) |
Sales (1) |
|
(1,201) |
(1,498) |
(2,437) |
| Debt forgiveness |
|
(410) |
(368) |
(599) |
| Time-barred debt and other causes |
|
(51) |
(147) |
(129) |
| Net exchange differences |
|
385 |
165 |
(116) |
| Balance at the end |
|
24,787 |
22,595 |
21,990 |
(1) Includes principal and interest.
As indicated in Note 2.2.1, although they have been derecognized from the consolidated balance sheet, the BBVA Group continues to seek to collect on these written-off financial assets, until the rights to receive them are fully extinguished, either because it is a time-barred financial asset, the financial asset is forgiven, or other reason.
7.2.6Loss allowances
Movements, measured over a 12-month period, in gross accounting balances and accumulated loss allowances during 2023, 2022 and 2021 are recorded on the consolidated balance sheet as of December 31, 2023, 2022 and 2021 in order to cover the estimated impairment or reversal of impairment on loans and advances at amortized cost.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in gross accounting balances of loans and advances at amortized cost. Year 2023 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
341,944 |
33,636 |
13,493 |
389,073 |
| Transfers of financial assets: |
(11,647) |
10,463 |
1,184 |
— |
| Transfers from stage 1 to stage 2 |
(18,172) |
18,172 |
— |
— |
| Transfers from stage 2 to stage 1 |
7,639 |
(7,639) |
— |
— |
| Transfers to stage 3 |
(3,203) |
(2,297) |
5,500 |
— |
| Transfers from stage 3 |
2,089 |
2,226 |
(4,316) |
— |
| Net annual origination of financial assets |
34,334 |
(5,233) |
2,663 |
31,764 |
| Becoming write-offs |
(186) |
(76) |
(2,889) |
(3,150) |
|
|
|
|
|
| Foreign exchange |
(2,833) |
(635) |
(369) |
(3,838) |
| Modifications that do not result in derecognition |
(60) |
(16) |
476 |
401 |
| Other |
(365) |
(187) |
(112) |
(665) |
| Balance at the end |
361,186 |
37,953 |
14,446 |
413,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in allowances of loans and advances at amortized cost. Year 2023 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
(2,065) |
(1,942) |
(7,284) |
(11,291) |
| Transfers of financial assets: |
73 |
(336) |
(2,527) |
(2,790) |
| Transfers from stage 1 to stage 2 |
118 |
(681) |
— |
(563) |
| Transfers from stage 2 to stage 1 |
(113) |
323 |
— |
210 |
| Transfers to stage 3 |
81 |
120 |
(2,935) |
(2,734) |
| Transfers from stage 3 |
(13) |
(97) |
408 |
297 |
| Net annual origination of allowances |
(466) |
(148) |
(232) |
(846) |
| Becoming write-offs |
147 |
71 |
2,853 |
3,071 |
|
|
|
|
|
| Foreign exchange |
(52) |
44 |
169 |
160 |
| Modifications that do not result in derecognition |
3 |
49 |
(304) |
(252) |
| Other |
229 |
235 |
167 |
631 |
|
|
|
|
|
| Balance at the end |
(2,131) |
(2,026) |
(7,158) |
(11,316) |
For the year ended December 31, 2023, the impairment charges recognized under the heading “Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification" amounted to €4,428 million (€3,379 million and €3,034 million for the years ended December 31, 2022 and 2021, respectively) (see Note 47).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in gross accounting balances of loans and advances at amortized cost. Year 2022 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
300,167 |
34,213 |
14,657 |
349,037 |
| Transfers of financial assets: |
(5,041) |
3,914 |
1,128 |
— |
| Transfers from stage 1 to stage 2 |
(12,726) |
12,726 |
— |
— |
| Transfers from stage 2 to stage 1 |
8,537 |
(8,537) |
— |
— |
| Transfers to stage 3 |
(1,941) |
(1,831) |
3,773 |
— |
| Transfers from stage 3 |
1,089 |
1,556 |
(2,645) |
— |
| Net annual origination of financial assets |
44,465 |
(4,201) |
258 |
40,522 |
| Becoming write-offs |
(63) |
(35) |
(2,432) |
(2,530) |
| Methodological changes and adoption of new standards ⁽¹⁾ |
(672) |
— |
— |
(672) |
| Foreign exchange |
2,447 |
18 |
(461) |
2,004 |
| Modifications that do not result in derecognition |
(2) |
29 |
113 |
140 |
| Other |
643 |
(301) |
231 |
573 |
| Balance at the end |
341,944 |
33,636 |
13,493 |
389,073 |
(1) The entire impact corresponds to the application of IFRS 17 (See notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in allowances of loans and advances at amortized cost. Year 2022 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
(1,990) |
(2,091) |
(7,061) |
(11,142) |
| Transfers of financial assets: |
63 |
33 |
(1,570) |
(1,473) |
| Transfers from stage 1 to stage 2 |
110 |
(397) |
— |
(287) |
| Transfers from stage 2 to stage 1 |
(91) |
374 |
— |
283 |
| Transfers to stage 3 |
51 |
204 |
(1,917) |
(1,662) |
| Transfers from stage 3 |
(7) |
(148) |
347 |
193 |
| Net annual origination of allowances |
(406) |
(273) |
(663) |
(1,342) |
| Becoming write-offs |
186 |
30 |
1,890 |
2,106 |
|
|
|
|
|
| Foreign exchange |
(87) |
248 |
— |
161 |
| Modifications that do not result in derecognition |
— |
48 |
(160) |
(112) |
| Other |
168 |
64 |
279 |
511 |
| Balance at the end |
(2,065) |
(1,942) |
(7,284) |
(11,291) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in gross accounting balances of loans and advances at amortized cost. Year 2021 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
298,793 |
30,601 |
14,678 |
344,072 |
| Transfers of financial assets: |
(10,785) |
8,640 |
2,145 |
— |
| Transfers from stage 1 to stage 2 |
(14,482) |
14,482 |
— |
— |
| Transfers from stage 2 to stage 1 |
4,905 |
(4,905) |
— |
— |
| Transfers to stage 3 |
(1,772) |
(1,945) |
3,717 |
— |
| Transfers from stage 3 |
564 |
1,009 |
(1,573) |
— |
| Net annual origination of financial assets |
17,876 |
(4,729) |
1,217 |
14,364 |
| Becoming write-offs |
(74) |
(68) |
(3,095) |
(3,237) |
|
|
|
|
|
| Foreign exchange |
(6,054) |
(1,902) |
(216) |
(8,172) |
| Modifications that do not result in derecognition |
187 |
1,642 |
189 |
2,018 |
| Other |
224 |
29 |
(261) |
(8) |
| Balance at the end |
300,167 |
34,213 |
14,657 |
349,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in allowances of loans and advances at amortized cost. Year 2021 (Millions of Euros) |
|
Stage 1 |
Stage 2 |
Stage 3 |
Total |
| Balance at the beginning |
(2,037) |
(2,289) |
(7,815) |
(12,141) |
| Transfers of financial assets: |
187 |
441 |
(2,521) |
(1,893) |
| Transfers from stage 1 to stage 2 |
139 |
(602) |
— |
(463) |
| Transfers from stage 2 to stage 1 |
(60) |
307 |
— |
247 |
| Transfers to stage 3 |
111 |
802 |
(2,775) |
(1,862) |
| Transfers from stage 3 |
(3) |
(66) |
254 |
185 |
| Net annual origination of allowances |
(563) |
(57) |
(314) |
(933) |
| Becoming write-offs |
45 |
56 |
2,694 |
2,795 |
|
|
|
|
|
| Foreign exchange |
70 |
(270) |
719 |
519 |
| Modifications that do not result in derecognition |
12 |
(79) |
(122) |
(189) |
| Other |
297 |
106 |
298 |
701 |
| Balance at the end |
(1,990) |
(2,091) |
(7,061) |
(11,142) |
The loss allowances recorded in the balance sheet to cover the impairment estimated in the debt securities amounted to €166, €214 and €126 million as of December 31, 2023, 2022 and 2021, respectively. The variation is mainly due to changes in credit risk variations, mainly in Garanti BBVA, BBVA, S.A. and BBVA Argentina.
Additionally, the loss allowances recorded in the balance sheet to cover the impairment estimated in the commitments and guarantees given amounted to €770, €770 and €691 million as of December 31, 2023, 2022 and 2021, respectively (see Note 24). The variation is mainly driven by changes due to origination and acquisition in Garanti BBVA.
7.2.7Refinancing and restructuring transactions
Group policies and principles with respect to refinancing and restructuring transactions
Refinancing and restructuring transactions (see definition in the Glossary) are carried out with customers who have requested such a transaction in order to meet their current loan payments if they are expected, or may be expected, to experience financial difficulty in making the payments in the future.
The basic aim of a refinancing and restructuring transaction is to provide the customer with a situation of financial viability over time by adapting repayment of the loan incurred with the Group to the customer’s new situation of fund generation. The use of refinancing and restructuring for other purposes, such as to delay loss recognition, is contrary to BBVA Group policies.
The BBVA Group’s refinancing and restructuring policies are based on the following general principles:
–Refinancing and restructuring is authorized according to the capacity of customers to pay the new installments. This is done by first identifying the origin of the payment difficulties and then carrying out an analysis of the customers’ viability, including an updated analysis of their economic and financial situation and capacity to pay and generate funds. If the customer is a company, the analysis also covers the situation of the industry in which it operates.
–With the aim of increasing the solvency of the transaction, new guarantees and/or guarantors of demonstrable solvency are obtained where possible. An essential part of this process is an analysis of the effectiveness of both the new and original guarantees.
–This analysis is carried out from the overall customer or group perspective.
–Refinancing and restructuring transactions do not in general increase the amount of the customer’s loan, except for the expense inherent to the transaction itself.
–The capacity to refinance and restructure a loan is not delegated to the branches, but decided on by the risk units.
–The decisions made are reviewed from time to time with the aim of evaluating full compliance with refinancing and restructuring policies.
These general principles are adapted in each case according to the conditions and circumstances of each geographical area in which the Group operates, and to the different types of customers involved.
In the case of retail customers (private individuals), the main aim of the BBVA Group’s policy on refinancing and restructuring a loan is to avoid default arising from a customer’s temporary liquidity problems by implementing structural solutions that do not increase the balance of the customer’s loan. The solution required is adapted to each case and the loan repayment is made easier, in accordance with the following principles:
–Analysis of the viability of transactions based on the customer’s willingness and ability to pay, which may be reduced, but should nevertheless be present. Therefore, in all cases the customer shall at least make interest payments, with certain limited exceptions where grace periods are afforded in respect of both principal and interest payments.
–Refinancing and restructuring of transactions is only allowed on those loans in which the BBVA Group originally entered into.
–Customers subject to refinancing and restructuring transactions are excluded from marketing campaigns of any kind.
In the case of non-retail customers (mainly companies, enterprises and corporates), refinancing/restructuring is authorized according to an economic and financial viability plan based on:
–Forecasted future income, margins and cash flows to allow entities to implement cost adjustment measures (industrial restructuring) and a business development plan that can help reduce the level of leverage to sustainable levels (capacity to access the financial markets).
–Where appropriate, the existence of a divestment plan for assets and/or operating segments that can generate cash to assist the deleveraging process.
–The capacity of shareholders to contribute capital and/or guarantees that can support the viability of the plan.
In accordance with the Group’s policy, the conclusion of a loan refinancing and restructuring transaction does not mean the loan is reclassified from "impaired" or "significant increase in credit risk" to normal risk. The reclassification to "significant increase in credit risk" or normal risk categories must be based on the analysis mentioned earlier of the viability, upon completion of the probationary periods described below.
The Group maintains the policy of including risks related to refinanced and restructured loans as either:
–"Impaired assets", as although the customer is up to date with payments, they are classified as unlikely to pay when there are significant doubts that the terms of their refinancing may not be met; or
–"Significant increase in credit risk" until the conditions established for their consideration as normal risk are met.
The assets classified as "Impaired assets" should comply with the following conditions in order to be reclassified to "Significant increase in credit risk":
–The customer has to have paid a significant part of the pending exposure.
–At least one year must have elapsed since the later of: i) the time at which the restructuring measures were extended, ii) the time when the exposure was classified as deteriorated, iii) the end of any grace period included in restructuring agreements.
–The customer does not have past due payments and objective criteria, demonstrating the borrower´s ability to pay, have been verified.
The conditions established for assets classified as “Significant increase in credit risk” to be reclassified out of this category are as follows:
–The customer must have paid past-due amounts (principal and interest) since the date of the renegotiation or restructuring of the loan or other objective criteria, demonstrating the borrower´s ability to pay, have been verified; none of its exposures is more than 30 days past-due.
–At least two years must have elapsed since completion of the renegotiation or restructuring of the loan or, if later, the date of reclassification from the deteriorated category. Regular payments must have been made during at least half of this probation period; and
–It is unlikely that the customer will have financial difficulties and, therefore, it is expected that the customer will be able to meet its loan payment obligations (principal and interest) in a timely manner.
Renewals and renegotiations are classified as normal risk, provided that there is no significant increase in risk. This classification is applicable initially, and in the event of any deterioration, the criteria established in the existing policy are followed. In this sense, the aforementioned conditions are considered, including, among others, the requirement that the facility is not more than 30 days past due and that it has not been identified as 'unlikely to pay'.
The BBVA Group’s refinancing and restructuring policy provides for the possibility of two modifications in a 24 month period for loans that are not in compliance with the payment schedule.
The internal models used to determine allowances for loan losses consider the restructuring and renegotiation of a loan, as well as re-defaults on such a loan, by assigning a lower internal rating to restructured and renegotiated loans than the average internal rating assigned to non-restructured/renegotiated loans. This downgrade results in an increase in the probability of default (PD) assigned to restructured/renegotiated loans (with the resulting PD being higher than the average PD of the non- renegotiated loans in the same portfolios).
In any case, a restructuring will be considered impaired when the reduction in the present net value of the financial obligation is greater than 1%.
For quantitative information on refinancing and restructuring transactions see Appendix VIII.
7.2.8Risk concentration
Policies for preventing excessive risk concentration
In order to prevent the build-up of excessive risk concentrations at the individual, sector, portfolio and geography levels, BBVA Group maintains updated maximum permitted risk concentration indices which are tied to the various observable variables related to concentration risk.
Together with the limits for individual concentration, the Group uses the Herfindahl index to measure the concentration of the Group's portfolio and the banking group's subsidiaries. At the BBVA Group level, the index reached implies a "very low" degree of concentration.
The limit on the Group’s exposure or financial commitment to a specific customer therefore depends on the customer’s credit rating, the nature of the risks involved, and the Group’s presence in a given market, based on the following guidelines:
–The aim is, as much as possible, to reconcile the customer's credit needs (commercial/financial, short-term/long-term, etc.) with the interests of the Group.
–Any legal limits that may exist concerning risk concentration are taken into account (relationship between risks with a customer and the capital of the shareholder´s entity that assumes them), the markets, the macroeconomic situation, etc.
–The aim is to seek inter and intra-sector diversification in coherence with the metrics defined in the RAF for the Group and for the banking group's subsidiaries.
Risk concentrations by geographical area
The breakdown of the main figures in the most significant foreign currencies in the consolidated balance sheets is set forth in Appendix IX.
Sovereign risk concentration
Sovereign risk management
The identification, measurement, control and monitoring of risk associated with sovereign risk transactions is carried out by a centralized unit within the BBVA Group's Risk Area. Its basic functions are preparing reports (called financial programs) on the countries with which it maintains cross-border risks (i.e. risks taken in a foreign currency from outside the country with borrowers in the country, whether public or private) and sovereign risks (i.e. risks with the local Sovereign of the country where the risk-taking unit is located), monitoring those risks, establishing risk limits, assigning ratings to the countries analyzed and, in general, supporting the Group in any information request regarding this type of transaction. The risk policies established in the financial programs are approved by the relevant risk committees.
The country risk unit tracks the evolution of the risks associated with the various countries to which the Group are exposed (including sovereign risk) on an ongoing basis in order to adapt its risk and mitigation policies to any macroeconomic and political changes that may occur. Moreover, it regularly updates its internal ratings and forecasts for these countries. The methodology is based on the assessment of quantitative and qualitative parameters which are in line with those used by certain multilateral organizations (the International Monetary Fund (IMF), the World Bank, etc.) rating agencies and export credit organizations.
For additional information on sovereign risk in Europe see Appendix IX.
Policies for Risk related to the developer and Real Estate sector in Spain
Policies and strategies established by the Group to deal with risks related to the developer and real-estate sector
BBVA Group has teams specializing in the management of the Real Estate Sector risk, given its economic importance and specific technical component. This specialization is not only in risk teams, but throughout the handling, commercial, problem risks and legal, etc. It also includes the research department of the BBVA Group (BBVA Research), which helps determine the medium/long-term vision needed to manage this portfolio. The policies established to address the risks related to the developer and real-estate sector, aim to accomplish, among others, the following objectives: to avoid concentration in terms of customers, products and regions; to estimate the risk profile for the portfolio; and to anticipate possible worsening of the portfolio within a sector is highly cyclical.
Specific policies for analysis and granting of new developer risk transactions
In the analysis of new transactions, the assessment of the commercial operation in terms of the economic and financial viability of the project has been one of the constant. The monitoring of the work, sales prospects and the legal situation of the project are essential aspects for the admission and follow-up of new real estate transactions. With regard the participation of the Risk Acceptance teams, they have a direct link and participate in the committees of areas such as Valuation, Legal, BBVA Research and Recoveries. This guarantees coordination and exchange of information in all the processes.
In this context, and within the current Real Estate cycle, the strategy with clients is subject to an Asset Allocation limit and to an action framework that allows defining a target portfolio, both in volume and in credit quality.
Risk monitoring policies
The base information for analyzing the real estate portfolios is updated monthly. There is a systematic monitoring of developments under close monitoring with the evolution of works and sales.
Policies applied in the management of real estate assets in Spain
The internal Rules on Real Estate Financing, which establish recommendations for financing a new housing development business, are reviewed and updated annually.
The recommendations represent guidelines about how to manage the credit admission activity of BBVA Group entities based on best practices of markets in which this activity is performed. It is expected that a high percentage of the current transactions will be in compliance with the latter.
Risk concentration related to the developer and Real Estate sector in Spain
Currently, there is no risk concentration in the developer and real estate sector, taking into account that its weight in total wholesale risks in Spain is approximately 10%, while compared with the total risks in the portfolio (wholesale and retail), the Real Estate risk assumed would be around 3%.
For quantitative information about the risk related to the developer and Real-Estate sector in Spain see Appendix IX.
7.3Structural risk
The structural risks are defined, in general terms, as the possibility of suffering losses in the banking book due to adverse movements in market risk factors.
In the Group, the following types of structural risks are defined, according to their nature: interest rate risk, credit spread risk, exchange rate risk and equity risk.
The scope of structural risks in the Group excludes market risks in the trading book that are clearly delimited and separated and are part of the Market Risks category.
The Assets and Liabilities Committee (ALCO) is the main responsible body for the management of structural risks regarding liquidity/ funding, interest rate, credit spread, currency, equity and solvency. Every month, with the participation of the CEO and representatives from the areas of Finance, Risks and Business Areas, this committee monitors the structural risks and is presented with proposals with regard to action plans related with its management for its approval. These management proposals are made by the Finance area with a forward-looking focus, maintaining the alignment with the risk appetite framework, trying to guarantee the recurrence of results and financial stability, as well as to preserve the solvency of the entity. All balance sheet management units have a local ALCO, which is permanently attended by members of the Corporate Center, and there is a corporate ALCO where management strategies are monitored and presented in the Group's subsidiaries.
The GRM area acts as an independent unit, ensuring adequate separation between the management and risk control functions, and is responsible for ensuring that the structural risks in the Group are managed according to the strategy approved by the Board of Directors.
Consequently, GRM deals with the identification, measurement, monitoring and control of those risks and their reporting to the corresponding corporate bodies. Through the GRMC, it performs the function of control and risk assessment and is responsible for developing the strategies, policies, procedures and infrastructure necessary to identify, evaluate, measure and manage the significant risks that the BBVA Group faces. To this end, GRM, through the corporate unit of Structural Risks, proposes a scheme of limits that defines the risk appetite set for each of the relevant structural risk types, both at Group level and by management units, which will be reviewed annually, reporting the situation periodically to the Group's corporate bodies as well as to the GRMC.
Additionally, both the management system and the control and measurement system for structural risks are necessarily adjusted to the Group's internal control model, complying with the evaluation and certification processes that comprise it. In this sense, the tasks and controls necessary for its scope of action have been identified and documented, supporting a regulatory framework which includes specific processes and measures for structural risks, from a broad geographical perspective.
Within the three lines of defense scheme in which BBVA's internal control model is based according to the most advanced standards in terms of internal control, the first line of defense is maintained by the Finance area, which is responsible for managing the structural risk.
As a second line of defense, GRM is in charge of identifying risks, and establishing policies and control models, periodically evaluating their effectiveness.
In the second line of defense, there are also the Internal Risk Control units, which independently review the Structural Risk control, and Internal Financial Control, which carries out a review of the design and effectiveness of the operational controls over structural risk management.
The third line of defense is represented by the Internal Audit area, an independent unit within BBVA Group, which is responsible for reviewing specific controls and processes.
7.3.1Interest rate risk and credit spread in the banking book
The structural interest-rate risk (hereinafter, "IRRBB") is related to the potential impact that variations in market interest rates may have on an entity's earnings, through the impact on net interest income and on the valuation of instruments accounted for at fair value, as well as on the equity. In order to properly measure IRRBB, BBVA Group takes into account all the main sources of this risk: repricing risk, yield curve risk, option risk and basis risk.
Furthermore, the credit spread risk in the banking book ("CSRBB") arises from the potential impact on the entity´s earnings and/or the value of equity of the banking book produced by a variation in the level of market credit spreads that are not explained by default or migration risk or by movements in market interest rates.
IRRBB and CSRBB management is carried out from a double perspective, the economic value of equity and earnings, including the management of net interest income and the monitorization of banking book instruments accounted at fair value with an impact on the income statement and/or on equity. In addition, the banking book instruments recorded based on their market value (fair value) are subject to specific monitoring, due to their impact on risk and on capital, through other comprehensive income or the income statement.
The exposure of a financial entity to adverse interest rates and credit spreads movements is a risk inherent to the development of the banking business, which is also, in turn, an opportunity to create economic value. Therefore, these risks must be effectively managed so that they are limited in accordance with the entity’s equity and in line with the expected economic result.
In BBVA, the purpose of IRRBB risk management is to maintain the recurrent generation of earnings in the event of market interest rate fluctuations, through the contribution to the net interest income and the control of the potential impacts on the mark-to-market of the fair value accounted portfolios, as well as to limit the capital consumption due to structural interest rate risk. Likewise, the spread risk management in banking book portfolios is aimed at limiting the impact on equity derived from changes in the valuation of fixed income instruments, which are used for balance sheet liquidity and interest rate risk management purposes in order to increase diversification, and maintaining the spread risk at levels aligned with the total volume of the investment portfolio and the equity of the Group, as well as limiting the impact on earnings when market credit spreads change.
These functions fall to the Global ALM (Asset & Liability Management) unit, within the Finance area, who, through ALCO, aims to guarantee the recurrence of results and preserve the solvency of the entity, always adhering to the risk profile defined by the management bodies of the BBVA Group.
IRRBB management is decentralized, and is carried out independently in each entity included in the structural balance sheet (banking book) of the BBVA Group, keeping the exposure to interest rates and credit spreads movements aligned with the strategy and the target risk profile of the Group, and in compliance with the regulatory requirements according to the EBA guidelines.
Nature of interest rate risk and credit spread risk
Repricing risk arises due to the difference between the repricing or maturity terms of the assets and liabilities, and represents the most frequent interest rate risk faced by financial entities. However, other sources of risk such as changes in the slope and shape of the yield curve, the reference to different indexes and the optionality risk embedded in certain banking transactions, are also taken into account by the risk control system.
BBVA's IRRBB and CSRBB in the banking book management and control process includes a set of metrics and tools that enable the capture of additional sources to properly monitor the risk profile of the Group, backed-up by assumptions that aim to characterize the behavior of the balance sheet items with the maximum accuracy.
The IRRBB and CSRBB measurement is carried out on a monthly basis, and includes probabilistic measures based on simulation methods of interest rate curves and credit spread shocks. The corporate methodology enables to capture additional sources of risk to the interest rate parallel shifts, such as the changes in slope shape and the basis of yield curves. Additionally, sensitivity analysis to multiple parallel shocks of different magnitude are also assessed on a regular basis. The process is run separately for each currency to which the Group is exposed, considering, at a later stage, the diversification effect among currencies and business units.
The risk measurement model is complemented by the assessment of ad-hoc scenarios, stress tests and reverse stress. Stress tests incorporate extreme scenarios both in market interest rates and in behavioral assumptions, in addition to the assessment of market scenarios by BBVA Research and the set of prescriptive scenarios defined according to EBA guidelines.
The internal measurement systems and models are subjected to a process of review and continuous improvement in order to keep them aligned with EBA guidelines.
Key assumptions of the model
In order to measure structural interest rate risk, the setting of assumptions on the evolution and behavior of certain balance sheet items is particularly relevant, especially those related to products without an explicit or contractual maturity which characteristics are not established in their contractual terms and must be therefore estimated.
The assumptions that characterize these balance sheet items must be understandable for the areas and bodies involved in risk management and control and remain duly updated, justified and documented. The modeling of these assumptions must be conceptually reasonable and consistent with the evidence based on historical experience, reviewed at least once a year and, if any, the behavior of the customers induced by the business areas. These assumptions are regularly subject to a sensitivity analysis to assess and understand the impact of the modelling on the risk metrics.
The approval and update of the IRRBB behavioral models is subject to the corporate governance under the scope of GRM analytics. Thus, all the models must be duly inventoried and catalogued and comply with the requirements for their development, updating and changes management set out in the internal procedures. They are also subject to the corresponding internal validations and follow-up requirements established based on their relevance, as well as to backtesting procedures against experience to ratify the validity of the assumptions applied.
In view of the heterogeneity of the financial markets, customers and products in the multiple jurisdictions, each one of the entities of the Group is responsible for determining the behavior assumptions to be applied to the balance sheet items, always under the guidelines and the applicability of the corporate models existing in the Group.
The balance sheet behavioral assumptions stand out those established for the treatment of items without contractual maturity, mainly for demand customer deposits, and those related to the expectations on the exercise of interest rate options, especially relating to loans and deposits subject to prepayment risk.
For the modelling of demand deposits, a segmentation of the accounts in several categories is previously carried out depending on the characteristics of the customer (retail / wholesale) and the product (type of account / transactionality / remuneration), in order to outline the specific behavior of each segment.
In order to establish the remuneration of each segment, the relationship between the evolution of market interest rates and the interest rates of managed accounts is analyzed, with the aim of determining the translation dynamic (percentages and lags) of interest rates variations to the remuneration of the accounts. In this regard, consideration is given to the potential limitations in the repricing of these accounts in scenarios of low or negative rates, with special attention to retail customers, through the establishment of floors in the remuneration.
The behavior assigned to each category of accounts is determined by an analysis of the historical evolution of the balances and the probability of cancellation of the accounts. For this, the volatile part of the balance assigned to a short-term maturity is isolated, thus avoiding fluctuations in the level of risk caused by specific variations in the balances and promoting stability in the management of the balance. Once the stable part is identified, a medium / long term maturity model is applied through a decay distribution based on the average term of the accounts and the conditional cancellation probabilities throughout the life of the product.
In addition, the behavior modeling incorporates, where appropriate, the relationship between the evolution of the balance of deposits and the levels of market interest rates, especially in low rate environments. Consequently, the effect of rate variations on the stability of the deposits as well as the potential migration between the different types of products (on demand and time deposits) in each interest rate scenario are incorporated.
Equally relevant is the treatment of early cancellation options embedded in credit loans, mortgage portfolios and customer deposits. The evolution of market interest rates may condition, along with other variables, the incentive that customers have to prepay loans or deposits, modifying the future behavior of the balance amounts with respect to the forecasted contractual maturity schedule.
The detailed analysis of the historical information related to prepayment data, both partial and total prepayment, combined with other variables such as interest rates, allows estimating future amortizations and, where appropriate, their behavior linked to the evolution of such variables through the relationship between the incentive of the customer to prepay and the early cancellation speed.
The table below shows the profile of average structural interest rate risk and credit spread risk of the fixed income portfolio in the banking book classified as Held to Collect & Sale (HtC&S) in terms of sensitivities of the main currencies for the BBVA Group in 2023:
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| Sensitivity to interest-rate and credit spread analysis. Year 2023 |
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Interest rate risk |
Credit spread |
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Impact on net interest income (1) |
Impact on economic value (2) |
Impact on economic value (2) |
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100 basis point increase |
100 basis point decrease |
100 basis point increase |
100 basis point decrease |
100 basis point increase |
| Euro |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-1.5% , -0.5%] |
| Mexican peso |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-0.5% , 0.5%] |
| U.S. dollar |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-0.5% , 0.5%] |
| Turkish lira |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
| Other |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
| BBVA Group |
[1.5% , 3.5%] |
[-3.5% , -1.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
(1) Percentage of "12 months" net interest income for the BBVA Group.
(2) Percentage of CET1 (Fully Loaded) for BBVA Group.
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| Sensitivity to interest-rate and credit spread analysis. Year 2022 |
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Interest rate risk |
Credit spread |
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Impact on net interest income (1) |
Impact on economic value (2) |
Impact on economic value (2) |
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100 basis point increase |
100 basis point decrease (3) |
100 basis point increase |
100 basis point decrease (3) |
100 basis point increase |
| Euro |
[1.5% , 3.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-1.5% , -0.5%] |
| Mexican peso |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-0.5% , 0.5%] |
| U.S. dollar |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-0.5% , 0.5%] |
| Turkish lira |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
| Other |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
[-0.5% , 0.5%] |
| BBVA Group |
[3.5% , 5.5%] |
[-5.5% , -3.5%] |
[0.5% , 1.5%] |
[-1.5% , -0.5%] |
[-3.5% , -1.5%] |
(1) Percentage of "12 months" net interest income for the BBVA Group.
(2) Percentage of CET1 (Fully Loaded) for BBVA Group.
(3) In Euro and Pound sterling (included in "Other"), negative interest rates scenarios are allowed up to plausible levels.
At an aggregate level, BBVA seeks to maintain a moderate risk profile, in accordance with the established objective, having positive sensitivity to interest rate hikes in the net interest income.
Regarding relevant events in the financial markets in 2023, the first half of the year was characterized by a persistent high level of inflation in most of the countries where the Group operates and strong growth indicators, which supported the position of the ECB and the Fed to maintain high interest rates in the medium to long term. This affected sovereign yield curves and led to a decrease in the valuation of the Group's debt portfolios. However, in the last quarter of the year, decreasing inflation data and the convergence of macroeconomic expectations towards the objectives of central banks, together with the weakening of some macroeconomic indicators, pointed to the potential end of the rate hike cycle in Europe and in the United States and resulted in the market expecting rate drops by mid-2024. This has led to a fall in sovereign bond interest rates and it has led to an increase in the valuation of most debt portfolios of the Group. Southern Europe rate curve spreads remain stable. In Mexico, the rate hike cycle is also considered to be over, while in most countries of South America, interest rate cuts have started to take place. On the contrary, the Central Bank of Turkey has continued the tightening of its monetary policy launched in June with significant interest rate hikes.
The most relevant aspects related to the main geographical areas are the following:
–Spain has a balance sheet characterized by a lending portfolio with high proportion of variable-rate loans (mortgages and corporate lending) and liabilities composed mainly by customer demand deposits. The ALCO portfolio acts as a management lever and hedge for the balance sheet, mitigating its sensitivity to interest rate fluctuations. In an environment of high rates, currently close to the market-predicted terminal rates, the interest rate risk profile of the balance sheet has been reduced during the year.
–On the other hand, the ECB left rates unchanged in the last quarter of the year, bringing the benchmark interest rate to 4.5%, the marginal deposit facility rate at 4.0% and the marginal loan facility rate at 4.75% as of December 31, 2023. The market expects there to be a first rate drop in the first half of 2024 and, in this environment, the Euribor 6 and 12 month reference rates fell in the fourth quarter of 2023, starting to reflect these expectations, while shorter term benchmark rates remained broadly stable. All in all, the customer spread benefited in 2023 from asset repricing and the containment in the cost of deposits.
–Mexico continues to show a balance between fixed and variable interest rates balances, which results in a limited sensitivity to interest rates fluctuations. In terms of assets that are most sensitive to interest rate changes, the commercial portfolio stood out, while consumer loans and mortgages are mostly at a fixed rate. With regard to customer funds, the high proportion of non-interest bearing deposits, which are insensitive to interest rate movements, should be highlighted. The ALCO portfolio is invested primarily in fixed-rate sovereign bonds with limited maturities. The monetary policy rate stood at 11.25%, 75 basis points above the end-of-year level of 2022, but has remained stable since March 2023. Regarding customer spread, there has been an improvement during 2023, favored by both the containment of the cost of deposits and the positive evolution of the loan yield.
–In Turkey, the sensitivity of deposits is offset by the ALCO portfolio and loans (fixed rate and relatively short-term). The sensitivity of the net interest income remained very limited. The CBRT has recently increased monetary policy rates, taking interest rates from 8.5% to 42.5% by the end of 2023. In terms of customer spread, it has worsened due to the evolution of the deposit costs linked to regulatory requirements, despite the high profitability of loans.
–In South America, the interest rate risk profile remains low as most countries in the area have a fixed/variable composition and maturities that are very similar for assets and liabilities, with limited net interest income sensitivity. In addition, in the balance sheets with several currencies, interest rate risk is managed for each of the currencies, showing a very low level of exposure. Regarding benchmark rates, the cut cycle has begun in the region. In Peru it stood at 6.75% as of December 2023, 75 basis points below its 2022 closing level. The customer spread in Peru had a positive performance in the year due to the positive evolution of loan performance and the containment of deposit costs. In Colombia, in December 2023 the central bank cut rates by 25 basis points, leaving the official rate at 13.00%. Thus, customer spread in Colombia continued the improvement trend initiated in the second quarter of the year. In Argentina, after the primary elections in August, a significant rate hike of 2,100 basis points was implemented reaching 118%, and kept increasing further up to 133%, but was reduced to 100% after the last central bank meeting in December 2023.
7.3.2Structural exchange-rate risk
Structural exchange rate risk, is defined as the possibility of impacts on solvency, equity value and results driven by fluctuations in the exchange rates due to exposures in foreign currencies.
Structural exchange rate risk is inherent to the business of international banking groups, such as BBVA, that develop their activities in different geographies and currencies. At a consolidated level, structural exchange-rate risk arises from the consolidation of holdings in subsidiaries with functional currencies other than the euro. Its management is centralized in order to optimize the joint management of permanent foreign currency exposures, taking diversification into account.
The purpose of structural exchange rate risk management is protecting solvency by limiting volatility of the consolidated CET1 ratio and income to consolidate denominated in a currency other the euro in the Group, as well as to limit the capital requirements under exchange rate fluctuations to which the Group is exposed due to its international diversification. The ALM Global corporate unit, through the ALCO, is responsible for the management of this risk all through an active hedging policy, deliberately taken for each objective, and fully aligned with the management strategy.
At the corporate level, the risk monitoring metrics included in the limits framework are aligned with the Risk Appetite Framework, and are targeted to control the effects on the solvency through the economic capital metric and the fluctuations in the Common Equity Tier I fully loaded (CET1 fully loaded) consolidated ratio, as well as the maximum deviation in the Group's attributable profit. The probabilistic metrics make it possible to estimate the joint impact of exposure to different currencies taking into account the different variability in exchange rates and their correlations. These metrics are supplemented with additional assessment indicators.
The suitability of these risk assessment metrics is reviewed on a regular basis through backtesting exercises. The final element of structural exchange-rate risk control is the stress and scenario analysis aimed to assess the vulnerabilities of foreign currency structural exposure not contemplated by the risk metrics and to serve as an additional tool when making management decisions. The scenarios are based both on historical situations simulated by the risk model and on the risk scenarios provided by BBVA Research.
The purpose of the exchange rate risk management of BBVA's long term investments, which arises mainly from its foreign franchises, is to preserve the capital ratios of the Group and to maintain the stability of the profits. The year 2023 was characterized by the recovery of the euro against the dollar (+3.5%), after the losses accumulated during the previous year. Among the emerging currencies, the Mexican peso appreciated strongly (11.4% against the euro) for the second year in a row, helped by the country's increasingly solid fundamentals. The lira was again penalized in 2023 (-38.9%), reflecting the imbalances in the Turkish economy. However, this year, economic policy is experiencing a gradual correction of the current macroeconomic imbalances that could have an impact in the coming years. As for the performance of South American currencies, the Colombian peso appreciated strongly against the euro (21.5%), the Peruvian sol weakened slightly (1.1%), while the Chilean peso depreciated by 6.2%. Finally, the Argentine peso experienced the largest depreciation among the area's currencies (-78.9%), affected by the measures implemented by the country's new government.
BBVA maintains management policies for the main investments in emerging countries in respect of, in average terms, between 40% and 50% of the aggregate attributable profit in non-euro currencies expected to be generated by the group in the next twelve months and around 70% of the aggregate excess capital in non-euro currencies. In relation to the CET1 capital ratio, the estimated impact at the end of 2023 of a 10% depreciation in the relevant currency was as follows: Mexican peso (-9 basis points); Turkish lira (-4 basis points) and U.S. dollar (+17 basis points).
For the years 2023, 2022 and 2021, the estimated sensitivities (in absolute terms) of the result attributable to the parent company are shown below, taking into account the coverage, against depreciations and appreciations of 1% of the average rate in the main currencies. To the extent that hedging positions are periodically modulated, the sensitivity estimate attempts to reflect an average (or effective) sensitivity in the year:
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| Sensitivity to 1% change (Millions of Euros) |
| Currency |
2023 |
2022 |
2021 |
| Mexican peso |
25.8 |
19.1 |
14.0 |
| Turkish lira |
4.4 |
3.5 |
4.7 |
| Peruvian sol |
0.9 |
0.7 |
0.3 |
| Chilean peso |
0.2 |
0.4 |
0.6 |
| Colombian peso |
1.0 |
0.9 |
1.1 |
| Argentine peso |
1.3 |
1.9 |
0.6 |
7.3.3Equity risk in the banking book
Equity risk in the banking book refers to the possibility of suffering losses in the value of positions in shares and other equity instruments held in the banking book with long or medium term investment horizons due to fluctuations in the value of equity indexes or shares.
BBVA Group's exposure to structural equity risk arises largely from minority shareholdings held on industrial and financial companies, and in new business (innovation). This exposure is modulated in some portfolios with positions held on derivative instruments on the same underlying assets, in order to adjust the portfolio sensitivity to potential changes in equity prices.
The structural equity risk management is aimed at increasing the income-generating capacity of those shares held by the Group, limiting the capital requirements for equity risk and narrowing the impact on the solvency level through a proactive management of the portfolio using hedges. The function of managing the main structural equity portfolios is a responsibility of the specialized units of the corporate areas of Global ALM, Strategy & M&A and Client Solutions (Banking for Growth Companies). Their activity is subject to the corporate structural equity risk management policy, complying with the defined management principles and Risk Appetite Framework.
The structural equity risk metrics, designed by GRM according to the corporate model, contribute to the effective monitoring of the risk by estimating the sensitivity and the capital necessary to cover the possible unexpected losses due to changes in the value of the shareholdings in the Group's investment portfolio, with a level of confidence that corresponds to the objective rating of the entity, taking into account the liquidity of the positions and the statistical behavior of the assets to be considered.
In order to analyze the risk profile in depth, stress tests and scenario analysis of sensitivity to different simulated scenarios are carried out. They are based on both past crisis situations and forecasts made by BBVA Research. These analyses are carried out regularly to assess the vulnerabilities of structural equity exposure not contemplated by the risk metrics and to serve as an additional tool when making management decisions.
Backtesting is carried out on a regular basis on the risk measurement model used.
Equity markets in Europe and the United States posted significant gains in 2023 due to higher economic growth than expected at the beginning of the year and falling inflation, which is expected to lead to a process of gradual relaxation of monetary conditions approximately towards mid-2024. In Europe, the banking sector was one of the best performers, managing to surpass pre-pandemic levels. The Spanish stock market outperformed both European stock market indices and the local indices of the main European countries. Finally, Telefónica, where the Group maintains a stake as equity in the banking book, rose slightly less than the indices but significantly more than the European telecommunications sector.
Structural equity risk, measured in terms of economic capital, has raised during the last year due to the higher exposure taken. The aggregate sensitivity of the BBVA Group’s consolidated equity to a 1% fall in the price of shares of the companies making up the equity portfolio amounted to €-24 million as of December 31, 2023, same as of December 31, 2022. This estimation takes into account the exposure in shares valued at market prices, or if not applicable, at fair value (excluding the positions in the Treasury Area portfolios) and the net delta-equivalent positions in derivatives on the same underlyings.
7.3.4 IBOR reform
The transition from IBOR to Risk Free Rate (hereinafter "RFR") was considered a complex initiative, which affected the BBVA Group in different geographical areas and business lines, as well as a multitude of products, systems and processes. The main risks to which the Group was exposed due to the transition were: (1) risk of litigation related to the products and services offered by the Group; (2) legal risks derived from changes in the documentation required for existing operations; (3) financial and accounting risks, derived from market risk models and from the valuation, hedging, cancellation and recognition of financial instruments associated with reference indices; (4) price risk, derived from how changes in the indices could impact the price determination mechanisms of certain instruments; (5) operational risks, as the reform could require changes to the Group's IT systems, business reporting infrastructure, operational processes and controls, and (6) conduct risks arising from the potential impact of customer communications during the transition period, which could lead to customer complaints, regulatory sanctions or reputational impact.
Thus, the Group established a transition project, provided with a robust governance structure, taking into account the different transition approaches and deadlines to the new RFR when evaluating the various risks associated with the transition, as well as defining the lines of action in order to mitigate them.
BBVA actively collaborated in the IBOR transition, supporting and participating in the sectorial working groups, and amending the contracts with its counterparties. In this regard, BBVA carried out a process of communication and contact with its counterparties to modify contract terms using different mechanisms: through the inclusion of addenda to the contracts, the adherence to industry standard protocols, the transition of operations by clearing house, the cancellation of contracts and subscription of new ones, and the transition through other legislative mechanisms. This process has been managed through the monitoring mechanisms and indicators that have been developed by the working groups within the Group.
In relation to the indices affected by the reform, the transition of the EONIA indices and LIBOR GBP, CHF, JPY and EUR has already been completed satisfactorily in the BBVA Group. In the case of the EURIBOR, the European authorities have promoted modifications in its methodology so that it meets the requirements of the European Regulation of Reference Indices, for which reason the cessation of this rate is not foreseen at the moment. Regarding USD LIBOR, the only rate to which BBVA had exposure as of December 31, 2023, BBVA is actively working to modify all its contracts referenced to this rate to the corresponding RFR (SOFR, Secured Overnight Financing Rate). The Financial Conduct Authority (FCA) has announced its decision to publish USD LIBOR under a "synthetic" methodology not representative for the 1, 3 and 6 months tenors until September 30, 2024.The BBVA Group's exposure to financial assets and liabilities pending transition to the new RFR is not significant.
7.4Market risk
Market risk originates from the possibility of experiencing losses in the value of positions held as a result of movements in market variables that affect the valuation of financial assets and liabilities. Market risk in the Group's trading portfolios stems mainly from the portfolios originated by Global Markets valued at fair value and held for the purpose of trading and generating short-term results. Market risk in the field of banking book is clearly and distinctly addressed and can be broken down into structural risks relating to interest rate and credit spread, exchange rate and equity (see Note 7.3).
7.4.1Market risk in trading portfolios
The main risks in the trading portfolios can be classified as follows:
–Interest-rate risk: This arises as a result of exposure to movements in the different interest-rate curves involved in trading. Although the typical products that generate sensitivity to the movements in interest rates are money-market products (deposits, interest-rate futures, call money swaps, etc.) and traditional interest-rate derivatives (swaps and interest-rate options such as caps, floors, swaptions, etc.), practically all the financial products are exposed to interest-rate movements due to the effect that such movements have on the valuation of the financial discount.
–Equity risk: This arises as a result of movements in share prices. This risk is generated in spot positions in shares or any derivative products whose underlying asset is a share or an equity index. Dividend risk is a sub-risk of equity risk, arising as an input for any equity option. Its variation may affect the valuation of positions and it is therefore a factor that generates risk on the books.
–Exchange-rate risk: This is caused by movements in the exchange rates of the different currencies in which a position is held. As in the case of equity risk, this risk is generated in spot currency positions, and in any derivative product whose underlying asset is an exchange rate. In addition, the quanto effect (operations where the underlying asset and the instrument itself are denominated in different currencies) means that in certain transactions in which the underlying asset is not a currency, an exchange-rate risk is generated that has to be measured and monitored.
–Credit-spread risk: Credit spread is an indicator of an issuer's credit quality. Spread risk occurs due to variations in the levels of spread of both corporate and government issues, and affects positions in bonds and credit derivatives.
–Volatility risk: This occurs as a result of changes in the levels of implied price volatility of the different market instruments on which derivatives are traded. This risk, unlike the others, is exclusively a component of trading in derivatives and is defined as a first-order convexity risk that is generated in all possible underlying assets in which there are products with options that require a volatility input for their valuation.
The metrics developed to assess market risk in the BBVA Group are aligned with market practices and are implemented consistently across all the local market risk units.
Measurement procedures are established in terms of the possible impact of negative market conditions on the trading portfolio of the Group's Global Markets units, both under ordinary circumstances and in situations of heightened risk factors.
The standard metric used to measure market risk is Value at Risk (hereinafter “VaR”), which indicates the maximum loss that may occur in the portfolios at a given confidence level (99%) and time horizon (one day). This statistic value is widely used in the market and has the advantage of summing up in a single metric the risks inherent to trading activity, taking into account how they are related and providing a prediction of the loss that the trading book could sustain as a result of fluctuations in equity prices, interest rates, foreign exchange rates and credit spreads. Additionally, for certain positions, other risks need to be considered, such as a credit spread, base, volatility or correlation risk.
With respect to the risk measurement models used by the BBVA Group, the Bank of Spain has authorized the use of the internal market risk model to determine bank capital requirements deriving from risk positions on the BBVA, S.A. and BBVA Mexico trading book, which jointly accounted for around 76%, 63% and 77% of the Group’s trading-book market risk as of December 31, 2023, 2022 and 2021. For the rest of the geographical areas where the Group operates (applicable mainly to the Group´s South America subsidiaries and Garanti BBVA), bank capital for the risk positions in the trading book is calculated using the Standardized Approach defined by the Basel Committee on Banking Supervision (which is referred to herein as the "standard model”).
The current management structure includes the monitoring of market-risk limits, consisting of a scheme of limits based on specific metrics according to market activities, (VaR (Value at Risk), economic capital, as well as stop-loss limits for each of the Group’s business units).
The model used estimates VaR in accordance with the historical simulation methodology, which involves estimating losses and gains that would have taken place in the current portfolio if the changes in market conditions that took place over a specific period of time in the past were repeated. Based on this information, it predicts the maximum expected loss of the current portfolio within a given confidence level. This model has the advantage of reflecting precisely the historical distribution of the market variables and not assuming any specific distribution of probability. The historical period used in this model is two years.
VaR figures are estimated with the following methodologies:
–VaR without smoothing, which awards equal weight to the daily information for the previous two years. This is currently the official methodology for measuring market risks for the purpose of monitoring compliance with risk limits.
–VaR with smoothing, which gives a greater weight to more recent market information. This metric supplements the previous one.
The use of VaR by historical simulation methodology as a risk metric has many advantages, but also certain limitations, among which it is worth highlighting:
–The estimate of the maximum daily loss of the Global Markets portfolio positions (with a confidence level of 99%) depends on the market movements of the last two years, not picking up the impact of large market events if they have not occurred within that historical window
–The use of the 99% confidence level does not consider potential losses that can occur beyond this level. To mitigate this limitation, different stress exercises are also performed, as described later.
At the same time, and following the guidelines established by the Spanish and European authorities, BBVA incorporates metrics in addition to VaR with the aim of meeting the Bank of Spain's regulatory requirements with respect to the calculation of bank capital for the trading book. Specifically, the measures incorporated in the Group since December 2011 (stipulated by Basel 2.5) are:
–VaR: In regulatory terms, the VaR charge incorporates the stressed VaR charge, and the sum of the two (VaR and stressed VaR) is calculated. This quantifies the losses associated with the movements of the risk factors inherent to market operations (including interest-rate risk, exchange-rate risk, equity risk and credit risk, among others). Both VaR and stressed VaR are rescaled by a regulatory multiplier (between three and four) and by the square root of ten to calculate the capital charge.
–Specific Risk - Incremental Risk Capital (“IRC”). Quantification of the risks of default and changes of the credit ratings of the bond and derivative positions and debt funds with daily look-through or significant benchmark (correlation > 90%) in the trading portfolio. The IRC charge is exclusively applied in entities in respect of which the internal market risk model is used (i.e. BBVA, S.A. and BBVA Mexico). The IRC charge is determined based on the associated losses (calculated at 99.9% confidence level over a one year horizon under the hypothesis of constant risk) due to a rating change and/or default of the issuer with respect to an asset. In addition, the price risk is included in sovereign positions for the specified items.
–Specific Risk: Securitization, correlation portfolios and Investment funds without look-through. Capital charges for securitizations and correlation portfolios are assessed based on the potential losses associated with the occurrence of a credit event in the underlying exposures. They are calculated by the standard model. The scope of the correlations portfolios refers to the First To Default (FTD)-type market operation and/or tranches of market CDOs and only for positions with an active market and hedging capacity. Capital charge for Funds include losses associated with volatility and credit risk of the underling positions of the fund. All charges are calculated by the standard model.
Validity tests are performed regularly on the risk measurement models used by the Group. They estimate the maximum loss that could have been incurred in the assessed positions with a certain level of probability (backtesting), as well as measurements of the impact of extreme market events on risk positions (stress testing). As an additional control measure, backtesting is conducted at a trading desk level in order to enable more specific monitoring of the validity of the measurement models.
Market risk in 2023
The Group’s market risk related to its trading portfolio remained in 2023 at low levels compared to other risks managed by BBVA, particularly credit risk. This is due to the nature of the business. In 2023, the average VaR was €31 million, above the figure of 2022, with a maximum level in the year reached on September 14, 2023 of €42 million. The evolution in the BBVA Group’s market risk during 2023, measured as VaR without smoothing (see Glossary) with a 99% confidence level and a 1-day horizon (shown in Millions of Euros) is as follows:
By type of market risk assumed by the Group's trading portfolio, the main risk factor for the Group continued to be that linked to interest rates, with a weight of 69% of the total at December 31, 2023 (this figure includes the spread risk). The relative weight of this risk has increased 24% compared with the close of 2022. Exchange-rate risk accounted for 10% of the total risk, reducing its weight -55% with respect to December 2022, while equity, volatility and correlation risk has increased, with a weight of 7% and 14% respectively, which implies a variation of -45% and 55% respectively with respect to 2022.
As of December 31, 2023, 2022 and 2021 the VaR was €36 million, €29 million and €31 million, respectively, with the following breakdown:
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| VaR by Risk Factor (Millions of Euros) ⁽¹⁾ |
|
Interest/Spread risk |
Currency risk |
Stock-market risk |
Vega/Correlation risk |
Diversification effect ⁽²⁾ |
Total |
| 2023 |
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| VaR average in the year |
36 |
8 |
2 |
7 |
(22) |
31 |
| VaR max in the year |
43 |
6 |
17 |
8 |
(33) |
42 |
| VaR min in the year |
23 |
9 |
— |
9 |
(23) |
19 |
| End of period VaR |
41 |
6 |
4 |
8 |
(23) |
36 |
| 2022 |
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| VaR average in the year |
33 |
8 |
3 |
7 |
(23) |
27 |
| VaR max in the year |
35 |
12 |
2 |
11 |
(24) |
36 |
| VaR min in the year |
25 |
10 |
2 |
11 |
(28) |
19 |
| End of period VaR |
32 |
13 |
7 |
5 |
(28) |
29 |
| 2021 |
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| VaR average in the year |
33 |
10 |
2 |
11 |
(28) |
29 |
| VaR max in the year |
32 |
13 |
4 |
1 |
(14) |
36 |
| VaR min in the year |
27 |
9 |
1 |
10 |
(25) |
22 |
| End of period VaR |
34 |
9 |
5 |
11 |
(29) |
31 |
(1) The figures that correspond to the maximum and minimum total VaR obtained in the year show the VaR figures by risk factor for the day on which said maximums and minimums occurred.
(2) The diversification effect is the difference between the sum of the average individual risk factors and the total VaR figure that includes the implied correlation between all the variables and scenarios used in the measurement.
Validation of the internal market risk model
The internal market risk model is validated on a regular basis by backtesting in both, BBVA, S.A. and Global Markets Mexico (in BBVA Mexico). The aim of backtesting is to validate the quality and precision of the internal market risk model used by BBVA Group to estimate the maximum daily loss of a portfolio, at a 99% level of confidence and a 250-day time horizon, by comparing the results of those entities and the risk measurements generated by the internal market risk model. These tests showed that the internal market risk model of both, BBVA, S.A. and Global Markets Mexico is adequate and precise.
Two types of backtesting have been carried out in 2023, 2022 and 2021:
–"Hypothetical" backtesting: the daily VaR is compared with the results obtained, not taking into account the intraday results or the changes in the portfolio positions. This validates the appropriateness of the market risk metrics for the end-of-day position.
–"Real" backtesting: the daily VaR is compared with the total results, including intraday transactions, but discounting the possible minimum charges or fees involved. This type of backtesting includes the intraday risk in portfolios.
In addition, each of these two types of backtesting was carried out at a risk factor or business type level, thus making a deeper comparison of the results with respect to risk measurements.
For the period between the year ended December 31, 2022 and the year ended December 31, 2023, the backtesting of the internal VaR calculation model was carried out, comparing the daily results obtained to the risk level estimated by the internal VaR calculation model. In that period, there was no negative exception neither in BBVA, S.A nor in BBVA Mexico as an entity.
At the end of the year the comparison showed the internal VaR calculation model was working correctly, within the "green" zone (0-4 exceptions), thus validating the internal VaR calculation model, as has been the case each year since the internal market risk model was approved for the Group.
Stress testing analysis
A number of stress tests are carried out on the BBVA Group's trading portfolios. First, global and local historical scenarios are used that replicate the behavior of an extreme past event, such as for example the collapse of Lehman Brothers or the "Tequilazo" crisis. These stress tests are complemented with simulated scenarios, where the aim is to generate scenarios that have a significant impact on the different portfolios, but without being anchored to any specific historical scenario. Finally, for some portfolios or positions, fixed stress tests are also carried out that have a significant impact on the market variables affecting these positions.
Historical scenarios
The historical benchmark stress scenario for the BBVA Group is Lehman Brothers, whose sudden collapse in September 2008 led to a significant impact on the behavior of financial markets at a global level. The following are the most relevant effects of this historical scenario:
–Credit shock: reflected mainly in the increase of credit spreads and downgrades in credit ratings.
–Increased volatility in most of the financial markets (giving rise to a great deal of variation in the prices of different assets (currency, equity, debt).
–Liquidity shock in the financial systems, reflected by a major movement in interbank curves, particularly in the shortest sections of the euro and dollar curves.
Simulated scenarios
Unlike the historical scenarios, which are fixed and therefore not suited to the composition of the risk portfolio at all times, the scenario used for the exercises of economic stress is based on resampling methodology. This methodology is based on the use of dynamic scenarios that are recalculated periodically depending on the main risks affecting the trading portfolios. On a data window wide enough to collect different periods of stress (data are taken from January 1, 2008 until the date of the assessment), a simulation is performed by resampling of historic observations, generating a distribution of losses and gains that serve to analyze the most extreme of births in the selected historical window. The advantage of this methodology is that the period of stress is not predetermined, but depends on the portfolio maintained at each time, and making a large number of simulations (10,000 simulations) allows a greater richness of information for the analysis of expected shortfall than what is available in the scenarios included in the calculation of VaR.
The main features of this approach are: a) the generated simulations respect the correlation structure of the data, b) there is flexibility in the inclusion of new risk factors and c) it allows the introduction of a lot of variability in the simulations (desirable for considering extreme events).
The impact of the stress test under multivariable simulation of the risk factors of the portfolio based on the expected shortfall (expected shortfall calculated at a 97.5% confidence level, 20 days) as of December 31, 2023 is as follows:
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| Impact of the stress test (Millions of Euros) |
| 0 |
Europe |
Mexico |
Peru |
Venezuela |
Argentina |
Colombia |
Turkey |
| Expected shortfall |
(74) |
(73) |
(29) |
— |
(10) |
(4) |
(13) |
7.4.2Financial instruments offset
Financial assets and liabilities may be netted in certain cases. In particular, they are presented for a net amount on the consolidated balance sheet only when the Group's entities satisfy the provisions of IAS 32, so they have both the legal right to net recognized amounts, and the intention of settling the net amount or of realizing the asset and simultaneously paying the liability.
In addition, the Group has presented as gross amounts assets and liabilities on the consolidated balance sheet for which there are master netting arrangements in place, but for which there is no intention of settling the net amount. The most common types of events that trigger the netting of reciprocal obligations are bankruptcy of the entity, surpassing certain level of indebtedness threshold, failure to pay, restructuring and dissolution of the entity.
In the current market context, derivatives are contracted under different framework contracts being the most widespread the ones developed by the International Swaps and Derivatives Association (“ISDA”) and, for the Spanish market, the Framework Agreement on Financial Transactions (“CMOF”). Almost all portfolio derivative transactions have been concluded under these framework contracts, including in them the netting clauses mentioned in the preceding paragraph as "Master Netting Agreement", greatly reducing the credit exposure on these instruments. Additionally, in contracts signed with counterparties, the collateral agreement annexes called Credit Support Annex (“CSA”) in ISDA and Appendix III in CMOF are included, thereby minimizing exposure to a potential default of the counterparty.
Moreover, many of the transactions involving assets purchased or sold under a repurchase agreement are transacted through clearing houses that articulate mechanisms to reduce counterparty risk, as well as through the signing of various master agreements for bilateral transactions, the most widely used being the Global Master Repurchase Agreement (GMRA), published by the International Capital Market Association (“ICMA”), to which the clauses related to the collateral exchange are usually added within the text of the master agreement itself.
A summary of the effect of offsetting (via netting and collateral) for derivatives and securities operations is presented below as of December 31, 2023, 2022 and 2021:
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| Effect of offsetting for derivatives and securities operation (Millions of Euros) |
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Gross amounts not offset in the consolidated balance sheets (D) |
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Notes |
Gross amounts recognized (A) |
Gross amounts offset in the consolidated balance sheets (B) |
Net amount presented in the consolidated balance sheets (C=A-B) |
Financial instruments |
Cash collateral received/ pledged |
Net amount (E=C-D) |
| December 2023 |
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| Trading and hedging derivatives |
10 / 15 |
44,641 |
8,866 |
35,775 |
24,948 |
9,949 |
878 |
| Reverse repurchase, securities borrowing and similar agreements |
|
80,227 |
— |
80,227 |
81,050 |
956 |
(1,779) |
| Total assets |
|
124,869 |
8,866 |
116,003 |
105,998 |
10,905 |
(900) |
| Trading and hedging derivatives |
10 / 15 |
44,536 |
8,866 |
35,670 |
27,131 |
8,755 |
(216) |
| Repurchase, securities lending and similar agreements |
|
104,920 |
— |
104,920 |
106,344 |
2,002 |
(3,426) |
| Total liabilities |
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149,456 |
8,866 |
140,590 |
133,475 |
10,757 |
(3,642) |
| December 2022 |
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| Trading and hedging derivatives |
10 / 15 |
52,354 |
10,554 |
41,800 |
29,251 |
11,461 |
1,088 |
| Reverse repurchase, securities borrowing and similar agreements |
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47,111 |
— |
47,111 |
47,217 |
970 |
(1,077) |
| Total assets |
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99,465 |
10,554 |
88,911 |
76,468 |
12,431 |
11 |
| Trading and hedging derivatives |
10 / 15 |
51,767 |
10,554 |
41,213 |
31,063 |
9,498 |
651 |
| Repurchase, securities lending and similar agreements |
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54,382 |
— |
54,382 |
53,439 |
586 |
357 |
| Total liabilities |
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106,149 |
10,554 |
95,594 |
84,502 |
10,084 |
1,008 |
| December 2021 |
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| Trading and hedging derivatives |
10 / 15 |
36,349 |
3,611 |
32,737 |
22,524 |
8,758 |
1,456 |
| Reverse repurchase, securities borrowing and similar agreements |
|
54,296 |
— |
54,296 |
55,010 |
2,213 |
(2,927) |
| Total assets |
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90,645 |
3,611 |
87,034 |
77,534 |
10,971 |
(1,471) |
| Trading and hedging derivatives |
10 / 15 |
37,916 |
3,584 |
34,331 |
22,524 |
10,119 |
1,688 |
| Repurchase, securities lending and similar agreements |
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54,159 |
— |
54,159 |
58,174 |
679 |
(4,694) |
| Total liabilities |
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92,074 |
3,584 |
88,490 |
80,698 |
10,798 |
(3,006) |
The amount of recognized financial instruments within derivatives includes the effect in case of compensation with counterparties with which the Group holds netting agreements, while, for repos, it reflects the market value of the collateral associated with the transaction.
7.5Liquidity and Funding risk
Liquidity and funding risk is defined as the incapacity of a bank in meeting its payment commitments due to lack of funds or that, to face those commitments, should have to make use of funding under burdensome terms.
7.5.1Liquidity and Funding Strategy and Planning
The BBVA Group is a multinational financial institution whose business is focused mainly on retail and commercial banking activities. In addition to the retail business model, which forms its core business, the Group engages in corporate and investment banking, through the global CIB (Corporate & Investment Banking) division.
Liquidity and Funding Risk Management aims to maintain a balance sheet structure which allows a sustainable business model. The Group’s liquidity and funding strategy is based on the following pillars:
–The principle of the funding self-sufficiency of its subsidiaries, meaning that each of the Liquidity Management Units ("LMU") must cover its funding needs independently on the markets where it operates. This avoids possible contagion due to a crisis affecting one or more of the Group’s LMU.
–Stable customer deposits as the main source of funding in all the LMU, in accordance with the Group’s business model.
–Diversification of the sources of wholesale funding, in terms of maturity, market, instruments, counterparties and currencies, with recurring access to the markets.
–Compliance with regulatory requirements, ensuring the availability of ample liquidity buffers, of high quality, as well as sufficient instruments as required by regulations with the capacity to absorb losses.
–Compliance with the internal Liquidity Risk and Funding metrics, while adhering to the Risk Appetite level established for each LMU at any time.
Liquidity and Funding Risk Management aims, in the short term, to prevent an entity from having difficulties in meeting its payment commitments in due time and form or that, to meet them, it has to resort to obtaining funds in burdensome conditions that deteriorate the image or reputation of the entity.
In the medium term, its objective is to support the suitability of the Group's financial structure and its evolution, within the framework of the economic situation, the markets and regulatory changes.
This management of structural and liquidity funding is based on the principle of financial self-sufficiency of the entities that comprise it. This approach helps prevent and limit liquidity risk by reducing the Group’s vulnerability during periods of high risk. This decentralized management prevents possible contagion from a crisis affecting only one or a few Group entities, which must act independently to meet their liquidity requirements in the markets where they operate.
Within this strategy, the BBVA Group is organized into eight LMU composed of the parent company and the bank subsidiaries in each geographical area, plus the branches that depend on them.
In addition, the policy for managing liquidity and funding risk is also based on the model’s effectiveness and on the planning and integration of risk management into the budgeting process of each LMU, according to the liquidity and funding risk appetite that it decides to assume in its business.
Liquidity and funding planning is part of the strategic processes for the Group’s budgetary and business planning. This objective is to allow a recurrent growth of the banking business with suitable maturities and costs within the established risk tolerance levels by using a wide range of instruments which allow the diversification of the funding sources and the maintenance of a high volume of available liquid assets.
7.5.2Governance, monitoring and mitigation measures
The responsibility for liquidity and funding management in the development of normal business activity lies with the Finance area as a first line of defense in managing the risks inherent to this activity, in accordance with the principles established by the EBA and in line with the most demanding standards, policies, procedures and controls in the framework established by the governing bodies. Finance, through the Balance-Sheet Management area, plans and executes the funding of the structural long-term gap of each LMU and proposes to the Assets and Liabilities Committee (ALCO) the actions to be taken on this matter, in accordance with the policies established by the Risk Committee in line with the metrics of the Risk Appetite Framework approved by the Board of Directors.
Finance is also responsible for preparing the regulatory reporting of liquidity, coordinating with the responsible areas in each LGU the necessary processes to cover the requirements at corporate and regulatory level, ensuring the integrity of the information provided.
GRM is responsible for ensuring that the liquidity and financing risk in the Group is managed in accordance with the framework established by governing bodies. It also deals with the identification, measurement, monitoring and control of such risks and their communication to the relevant corporate bodies. In order to carry out this task properly, the Risk function in the Group has been configured as a single, global function, independent of the management areas.
Additionally, the Group has, in its second line of defense, an Internal Risk Control unit, which performs an independent review of the control of Liquidity and Funding Risk, and a Financial Internal Control Unit that reviews the design and effectiveness of the controls operations on liquidity management and reporting.
As the third line of defense of the Group's internal control model, Internal Audit is in charge of reviewing specific controls and processes in accordance with a work plan that is drawn up annually.
The Group’s fundamental objectives regarding the liquidity and funding risk are determined through the Liquidity Coverage Ratio (LCR) and through the Loan-to-Stable Customer Deposits (LtSCD) ratio.
The LCR ratio is a regulatory metric that aims to guarantee the resilience of entities in a scenario of liquidity tension within a time horizon of 30 days. Within its risk appetite framework and system of limits and alerts, BBVA has established a required LCR compliance level for the entire Group and for each individual LMU. The internal levels required are aimed at efficiently meeting the regulatory requirement, at a level above 100% as a mitigation measure.
The LtSCD ratio measures the relationship between net lending and stable customer funds. The aim is to preserve a stable funding structure in the medium term for each of the LMU which make up the BBVA Group, taking into account that maintaining an adequate volume of stable customer funds is key to achieving an appropriate liquidity profile. In geographical areas with dual-currency balances, the indicator is also controlled by currency to manage the mismatches that might occur.
Stable customer funds are considered to be the financing obtained and managed from the LMU among their target customers. Those funds are characterized by their low sensitivity to market changes and by their less volatile behavior at aggregated level per operation due to the loyalty of the customer to the entity. The stable resources are calculated by applying to each identified customer segment a haircut determined by the analysis of the stability if the balances by which different aspects are evaluated (concentration, stability, level of loyalty). The main source of stable resources arises from wholesale funding and retail customer funds.
In order to establish the target (maximum) levels of LtSCD in each LMU and provide an optimal funding structure reference in terms of risk appetite, the corporate Structural Risks unit of GRM identifies and assesses the economic and financial variables that condition the funding structures in the different geographical areas.
Additionally, liquidity and funding risk management aims to achieve a proper diversification of the funding structure, avoiding excessive dependence on short-term funding by establishing a maximum level for the short-term funds raised, including both wholesale financing and the least stable proportion of customer funds In relation to long-term financing, the maturity profile does not present significant concentrations, which makes it possible to adapt the schedule of the planned issuance plan to the best financial conditions in the markets. Lastly, concentration risk is monitored at LMU level, with the aim of ensuring a correct diversification of both the counterparty and type of instrument.
One of the fundamental metrics within the general management framework of the liquidity and funding risk is the maintenance of a liquidity buffer consisting of high quality assets free of charges which can be sold or offered as collateral to obtain funding, either under normal market conditions or in stress situations.
The Finance area is responsible for the collateral management and determining the liquidity buffer within the BBVA Group. According to the principle of auto-sufficiency of the Group's subsidiaries, each LMU is responsible for maintaining a buffer of liquid assets which complies with the regulatory requirements applicable under each jurisdiction. In addition, the liquidity buffer of each LMU must be aligned with the liquidity and funding risk tolerance as well as the management limits set and approved for each case.
In this context, the short-term resistance of the liquidity risk profile is promoted, seeking to ensure that each LMU has sufficient collateral to deal with the risk of the closing of wholesale markets. Basic capacity is the internal metric for the management and control of short-term liquidity risk, which is defined as the relationship between the explicit assets available and the maturities of wholesale liabilities and volatile resources, at different time periods up to one year, with special relevance at 30 and 90 days, with the objective of preserving the survival period above 3 months with the available buffer, without considering the balance inflows.
As a fundamental element of the liquidity and financing risk monitoring scheme, stress tests are carried out. They enable to anticipate deviations from the liquidity targets and the limits set in the appetite, and to establish tolerance ranges in the different management areas. They also play a major role in the design of the Liquidity Contingency Plan and the definition of specific measures to be adopted to rectify the risk profile if necessary.
For each scenario, it is checked whether BBVA has a sufficient stock of liquid assets to meet the liquidity commitments/outflows in the different periods analyzed. The analysis considers four scenarios: one central and three crisis-related (systemic crisis; unexpected internal crisis with a considerable rating downgrade and/or affecting the ability to issue in wholesale markets and the perception of business risk by the banking intermediaries and the entity’s clients; and a mixed scenario, as a combination of the two aforementioned scenarios). Each scenario considers the following factors: existing market liquidity, customer behavior and sources of funding, the impact of rating downgrades, market values of liquid assets and collateral, and the interaction between liquidity requirements and the development of BBVA's credit quality.
The stress tests conducted on a regular basis by GRM reveal that BBVA maintains a sufficient buffer of liquid assets to deal with the estimated liquidity outflows in a scenario resulting from the combination of a systemic crisis and an unexpected internal crisis, during a period of longer than 3 months in general for the different LMU (including Turkey closing the year above 6 months), including in the scenario of a significant downgrade of the Bank’s rating by up to three notches.
Together with the results of the stress tests and the risk metrics, the early warning indicators play an important role within the corporate model and the Liquidity Contingency Plan. They are mainly indicators of the funding structure, in relation to asset encumbrance, counterparty concentration, flights of customer deposits, unexpected use of credit facilities, and of the market, which help anticipate possible risks and capture market expectations.
Finance is the area responsible for the elaboration, monitoring, execution and update of the liquidity and funding plan and of the market access strategy to assist in and improve the stability and diversification of the wholesale funding sources.
In order to implement and establish management in an anticipated manner, limits are set on an annual basis for the main management metrics that form part of the budgeting process for the liquidity and funding plan. This framework of limits contributes to the planning of the joint future performance of:
–The loan book, considering the types of assets and their degree of liquidity, as well as their validity as collateral in collateralized funding.
–Stable customer funds, based on the application of a methodology for establishing which segments and customer balances are considered to be stable or volatile funds based on the principle of sustainability and recurrence of these funds.
–Projection of the credit gap, in order to require a degree of self-funding that is defined in terms of the difference between the loan-book and stable customer funds.
–Incorporating the planning of securities portfolios into the banking book, which include both fixed-interest and equity securities, and are classified as financial assets at fair value through other comprehensive income and at amortized cost, and additionally on trading portfolios.
–The structural gap projection, as a result of assessing the funding needs generated both from the credit gap and by the securities portfolio in the banking book, together with the rest of on-balance-sheet wholesale funding needs, excluding trading portfolios. This gap therefore needs to be funded with customer funds that are not considered stable or on wholesale markets.
As a result of these funding needs, the BBVA Group plans the target wholesale funding structure according to the tolerance set in each LMU target.
Thus, once the structural gap has been identified and after resorting to wholesale markets, the amount and composition of wholesale structural funding is established in subsequent years, in order to maintain a diversified funding mix and guarantee that there is not a high reliance on short-term funding (short-term wholesale funding plus volatile customer funds).
In practice, the execution of the principles of planning and self-funding at the different LMU results in the Group’s main source of funding being customer deposits, which consist mainly of demand deposits, savings deposits and time deposits.
As sources of funding, customer deposits are complemented by access to the interbank market and the domestic and international capital markets in order to address additional liquidity requirements, implementing domestic and international programs for the issuance of commercial paper and medium and long-term debt.
The process of analysis and assessment of the liquidity and funding situation and of the inherent risks is a process carried out on an ongoing basis in the BBVA Group, with the participation of all the Group areas involved in liquidity and funding risk management. This process is carried out at both local and corporate level. It is incorporated into the decision- making process for liquidity and funding management, with integration between the risk appetite strategy and establishment and the planning process, the funding plan and the limits scheme.
7.5.3Liquidity and funding performance
The BBVA Group maintains a dynamic funding structure with a predominantly retail nature, where customer resources represent the main source of funding.
During 2023, despite the environment of lower liquidity as a result of the actions adopted by central banks, including the withdrawal of public sources of liquidity and the significant repayments of funds withdrawn under the TLTRO III program made by BBVA and the banking system, liquidity conditions remained adequate in all the countries where the BBVA Group operates.
The performance of the indicators show that the funding structure remained steady during 2023, 2022 and 2021, in the sense that all LMU held self-funding levels with stable customer resources above the requirements.
|
|
|
|
|
|
|
|
|
|
|
|
| LtSCD by LMU |
|
2023 |
2022 |
2021 |
| Group (average) |
99 % |
96 % |
95 % |
| BBVA, S.A. |
100 % |
98 % |
98 % |
| BBVA Mexico |
102 % |
98 % |
93 % |
| Garanti BBVA |
78 % |
83 % |
81 % |
| Other LMU |
104 % |
96 % |
93 % |
With respect to LCR, the Group has maintained a liquidity buffer at both a consolidated and individual level in 2023. As a result, the ratio has remained above 100%, with the consolidated ratio as of December 31, 2023 standing at 149%.
Although this requirement is only established at a Group level, for banks in the Eurozone, the minimum level required is exceeded in all subsidiaries. It should be noted that the calculation of the Consolidated LCR does not allow the transfer of liquidity between subsidiaries, so no excess liquidity may be transferred from these entities for the purpose of calculating the consolidated ratio. If the impact of these highly liquid assets was considered, the LCR would be 193%, or 44 basis points above the required level.
|
|
|
|
|
|
|
|
|
|
|
|
| LCR main LMU |
| 0 |
2023 |
2022 |
2021 |
| Group |
149 % |
159 % |
165 % |
| BBVA, S.A. |
178 % |
186 % |
190 % |
| BBVA Mexico |
192 % |
199 % |
245 % |
| Garanti BBVA |
212 % |
185 % |
211 % |
One of the key elements in BBVA's Group liquidity and funding management is the targeted maintenance of large high quality liquidity buffers in all business areas where the group operates.
Each entity maintains a liquidity buffer at the individual level for BBVA, S.A. and for each of its subsidiaries, such as BBVA Mexico, Garanti BBVA and the Latin American subsidiaries.
In this respect, the Group has maintained for the last 12 months an average volume of high quality liquid assets (HQLA) amounting to €130,770 billion, among which, 97% correspond to maximum quality assets (LCR Level 1).
The table below shows the liquidity available by instrument as of December 31, 2023, 2022 and 2021 for the most significant entities based on prudential supervisor’s information (Commission Implementing Regulations (EU) 2021/451 of December 17, 2020):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liquidity available by instrument (Millions of Euros) |
|
|
BBVA, S.A. |
|
BBVA Mexico |
|
Garanti BBVA |
|
Other |
|
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
| Cash and withdrawable central bank reserves |
43,931 |
48,271 |
35,258 |
9,712 |
12,865 |
12,146 |
9,899 |
6,731 |
8,179 |
5,921 |
5,265 |
6,469 |
| Level 1 tradable assets |
31,606 |
33,081 |
37,272 |
20,345 |
13,974 |
13,881 |
6,117 |
9,165 |
5,549 |
8,429 |
7,836 |
6,036 |
| Level 2A tradable assets |
919 |
3,450 |
5,234 |
246 |
47 |
74 |
— |
— |
— |
— |
— |
— |
| Level 2B tradable assets |
2,916 |
3,471 |
9,492 |
132 |
35 |
28 |
— |
— |
— |
— |
1 |
2 |
| Other tradable assets |
44,324 |
22,708 |
27,870 |
469 |
467 |
343 |
398 |
285 |
722 |
753 |
1,035 |
934 |
| Non tradable assets eligible for central banks |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Cumulated counterbalancing capacity |
123,696 |
110,981 |
115,127 |
30,903 |
27,388 |
26,472 |
16,414 |
16,181 |
14,449 |
15,102 |
14,136 |
13,440 |
The Net Stable Funding Ratio (NSFR), defined as the result between the amount of stable funding available and the amount of stable funding required, requiring banks to maintain a stable financing profile in relation to the composition of their assets and off-balance sheet activities. This ratio should be at least 100% at all times. The NSFR ratio of the BBVA Group, stood at 131% as of December 31, 2023.
The NSFR of BBVA Group and its main LMU at December 31, 2023, 2022 and 2021, was the following:
|
|
|
|
|
|
|
|
|
|
|
|
| NSFR main LMU |
|
2023 |
2022 |
2021 |
| Group |
131 % |
135 % |
135 % |
| BBVA, S.A. |
120 % |
125 % |
126 % |
| BBVA Mexico |
140 % |
143 % |
149 % |
| Garanti BBVA |
178 % |
166 % |
162 % |
Below is a matrix of residual maturities by contractual periods based on supervisory prudential reporting as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
10,353 |
61,678 |
— |
— |
— |
— |
— |
— |
— |
— |
72,031 |
| Deposits in credit entities |
— |
4,676 |
393 |
543 |
594 |
602 |
602 |
136 |
24 |
102 |
7,672 |
| Deposits in other financial institutions |
— |
1,288 |
1,261 |
1,049 |
385 |
649 |
2,019 |
965 |
974 |
1,291 |
9,882 |
| Reverse repo, securities borrowing and margin lending |
— |
42,407 |
21,683 |
6,890 |
3,398 |
2,596 |
3,319 |
3,817 |
2,133 |
139 |
86,382 |
| Loans and advances |
— |
28,644 |
30,850 |
28,239 |
16,434 |
19,029 |
41,267 |
32,769 |
45,116 |
104,086 |
346,433 |
| Securities' portfolio settlement |
— |
2,167 |
6,011 |
2,633 |
2,578 |
11,950 |
15,266 |
14,016 |
29,245 |
34,558 |
118,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Wholesale funding |
— |
1,187 |
3,889 |
8,518 |
4,935 |
4,225 |
10,296 |
7,990 |
11,175 |
22,424 |
74,639 |
| Deposits from financial institutions |
2,092 |
3,669 |
1,076 |
715 |
119 |
605 |
795 |
46 |
198 |
695 |
10,011 |
| Deposits from other financial institutions and international agencies |
8,507 |
5,526 |
2,806 |
1,036 |
834 |
841 |
1,033 |
618 |
695 |
638 |
22,535 |
| Customer deposits |
304,096 |
44,745 |
16,225 |
11,855 |
3,905 |
5,500 |
1,753 |
1,029 |
758 |
1,092 |
390,959 |
| Security pledge funding |
— |
86,908 |
30,028 |
6,107 |
2,274 |
1,821 |
2,630 |
1,111 |
2,060 |
677 |
133,615 |
| Derivatives, net |
— |
(21) |
(30) |
6 |
(62) |
(267) |
69 |
45 |
(135) |
(2,616) |
(3,009) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
9,227 |
66,497 |
— |
— |
— |
— |
— |
— |
— |
— |
75,724 |
| Deposits in credit entities |
— |
3,870 |
319 |
433 |
434 |
468 |
242 |
183 |
6 |
83 |
6,040 |
| Deposits in other financial institutions |
3 |
2,199 |
1,012 |
746 |
516 |
344 |
971 |
816 |
551 |
830 |
7,988 |
| Reverse repo, securities borrowing and margin lending |
— |
31,049 |
5,743 |
3,368 |
1,432 |
1,127 |
4,582 |
1,354 |
2,400 |
289 |
51,343 |
| Loans and advances |
99 |
24,622 |
32,009 |
25,622 |
14,827 |
16,766 |
41,049 |
32,510 |
43,828 |
96,201 |
327,534 |
| Securities' portfolio settlement |
1 |
4,031 |
4,107 |
8,200 |
4,305 |
4,746 |
18,417 |
8,744 |
23,307 |
31,480 |
107,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Wholesale funding |
— |
1,841 |
4,434 |
1,050 |
3,148 |
2,017 |
6,318 |
9,423 |
13,282 |
18,145 |
59,658 |
| Deposits from financial institutions |
2,176 |
7,885 |
628 |
806 |
56 |
694 |
648 |
211 |
396 |
399 |
13,899 |
| Deposits from other financial institutions and international agencies |
7,392 |
5,760 |
1,465 |
464 |
379 |
758 |
700 |
293 |
594 |
727 |
18,532 |
| Customer deposits |
302,667 |
38,951 |
18,542 |
6,776 |
2,575 |
2,870 |
1,476 |
1,276 |
798 |
273 |
376,203 |
| Security pledge funding |
— |
51,638 |
14,543 |
17,736 |
866 |
1,503 |
8,136 |
1,524 |
3,493 |
575 |
100,013 |
| Derivatives, net |
— |
(253) |
24 |
(1,010) |
(23) |
175 |
40 |
(153) |
(466) |
(3,717) |
(5,383) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
39,761 |
24,598 |
— |
— |
— |
— |
— |
— |
— |
— |
64,359 |
| Deposits in credit entities |
— |
3,781 |
400 |
790 |
373 |
299 |
211 |
166 |
8 |
26 |
6,056 |
| Deposits in other financial institutions |
2 |
901 |
801 |
584 |
727 |
432 |
694 |
470 |
261 |
469 |
5,343 |
| Reverse repo, securities borrowing and margin lending |
— |
33,856 |
11,611 |
2,945 |
1,063 |
1,692 |
2,188 |
2,239 |
1,118 |
739 |
57,451 |
| Loans and advances |
174 |
18,531 |
23,185 |
22,141 |
11,769 |
13,782 |
39,656 |
30,049 |
44,508 |
94,780 |
298,574 |
| Securities' portfolio settlement |
10 |
1,779 |
3,606 |
3,395 |
2,333 |
3,958 |
18,854 |
13,135 |
17,214 |
47,331 |
111,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021. Contractual maturities (Millions of Euros) |
|
Demand |
Up to 1 month |
1 to 3 months |
3 to 6 months |
6 to 9 months |
9 to 12 months |
1 to 2 years |
2 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Wholesale funding |
— |
3,065 |
1,077 |
3,498 |
2,914 |
1,885 |
9,477 |
4,931 |
12,332 |
19,991 |
59,169 |
| Deposits from financial institutions |
1,936 |
4,257 |
415 |
825 |
183 |
924 |
496 |
146 |
146 |
579 |
9,907 |
| Deposits from other financial institutions and international agencies |
8,894 |
2,728 |
1,700 |
382 |
289 |
227 |
578 |
231 |
337 |
722 |
16,087 |
| Customer deposits |
281,812 |
28,806 |
11,814 |
4,867 |
1,717 |
1,520 |
1,740 |
578 |
863 |
416 |
334,132 |
| Security pledge funding |
— |
52,437 |
6,858 |
2,485 |
1,513 |
8,252 |
29,954 |
5,527 |
4,755 |
1,490 |
113,269 |
| Derivatives, net |
(33) |
(395) |
(176) |
(326) |
(66) |
(641) |
100 |
(122) |
(155) |
(66) |
(1,880) |
With regard to the financing structure, the loan portfolio is mostly financed by retail deposits. The “demand” maturity bucket mainly contains the retail customer sight accounts whose behavior historically showed a high level of stability and little concentration. According to a behavior analysis which is done every year in every entity, this type of account is considered to be stable and for liquidity risk purposes receive a better treatment.
The most relevant aspects related to the main geographical areas are the following:
–In Spain, BBVA, S.A. has repaid a substantial portion of the TLTRO III program. During 2023, commercial activity has provided liquidity to the balance sheet mainly due to the increase of customer deposits in the last quarter of the year, with growth greater than that of lending activity. This performance was partially explained by the end of year seasonal component and the higher prevailing interest rates. In December 2022 BBVA, S.A. started the repayment of the TLTRO III program (see Note 22.1), maintaining at all times the regulatory liquidity metrics well above the established minimums.
–BBVA Mexico continued to present an efficient management of the cost of funds in an environment of rising interest rates. During the year, however, commercial activity has drained liquidity due to a sustained loan growth that has been bigger than the fund growth. For most of the year, deposits had an overall negative performance due to transfers from deposits to off-balance funds; however, in the last quarter of the year there was a significant increase in deposits mainly thanks to the seasonal inflows at the end of the year.
–In Turkey, during 2023, the lending gap in local currency has been reduced, due to a greater growth in deposits than in loans. The lending gap in foreign currency has increased due to higher reductions in deposits. Garanti BBVA continued to maintain a stable liquidity position. On the other hand, the Central Bank of Turkey has promoted a gradual transition from the foreign exchange protected scheme to ordinary deposits in Turkish lira, especially in the second half of the year, as an additional step on the economy de-dollarization process.
–In South America, the liquidity situation remained adequate throughout the region. In Argentina, liquidity in the system continued to increase due to a higher growth in deposits than in loans in local currency, without significant variations in the foreign currency credit gap. In BBVA Colombia, the credit gap declined due to a higher volume of deposits together with a slowdown in lending growth. BBVA Peru maintained its liquidity levels showing a reduction in the credit gap throughout the year.
The main wholesale financing transactions carried out by the BBVA Group during 2023 are listed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer |
Type of issue |
Date of issue |
Nominal (millions) |
Currency |
Coupon |
Early redemption |
Maturity date |
| BBVA, S.A. |
Senior non-preferred |
Jan-23 |
1,000 |
EUR |
4.625 % |
Jan-30 |
Jan-31 |
| Covered bonds |
Jan-23 |
1,500 |
EUR |
3.125 % |
— |
Jul-27 |
| Senior preferred |
May-23 |
1,000 |
EUR |
4.125 % |
May-25 |
May-26 |
| Tier 2 |
Jun-23 |
750 |
EUR |
5.750% |
Jun-Sep 28 |
Sep-33 |
| AT1 |
Jun-23 |
1,000 |
EUR |
8.375% |
Dec-28 |
Perpetual |
Tier 2 |
Aug-23 |
300 |
GBP |
8.250% |
Aug-Nov 28 |
Nov-33 |
AT1 |
Sep-23 |
1,000 |
USD |
9.375% |
Sep-29 |
Perpetual |
Tier 2 |
Nov-23 |
750 |
USD |
7.883% |
Nov-33 |
Nov-34 |
| BBVA Mexico |
Senior (Tranche 1) - Green bond |
Feb-23 |
8,689 |
MXN |
TIIE day 1 + 32 basis points |
— |
Feb-27 |
Senior (Tranche 2) |
Feb-23 |
6,131 |
MXN |
9.540% |
— |
Feb-30 |
Tier 2 |
Jun-23 |
1,000 |
USD |
8.450% |
Jun-33 |
Jun-38 |
Senior (Tranche 1) |
Nov-23 |
9,900 |
MXN |
TIIE day 1 + 32 basis points |
— |
Apr-27 |
Senior (Tranche 2) |
Nov-23 |
3,600 |
MXN |
10.240% |
— |
Nov-30 |
|
|
|
|
|
|
|
|
Additionally, in June 2023, BBVA, S.A. completed a securitization of a portfolio of car loans for an amount of €804 million.
In Turkey, Garanti BBVA renewed in June 2023 a syndicated loan linked to environmental, social and corporate governance (ESG) criteria, consisting of two separate tranches of USD 199 million and €218.5 million, both maturing in one year. In December 2023, Garanti BBVA announced the renovation of 100% of a syndicated loan with two tranches of USD 259.5 million and €142.5 million with a maturity of 367 days, also linked to ESG criteria. The total loan cost was SOFR + 3.50% for the tranche in USD and Euribor + 3.25% for the tranche in euros.
7.5.4Asset encumbrance
As of December 31, 2023, 2022 and 2021, the encumbered (those provided as collateral for certain liabilities) and unencumbered assets are broken down as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Encumbered and unencumbered assets (Millions of Euros) |
|
Encumbered assets |
|
Unencumbered assets |
|
Book value |
Fair value |
|
Book value |
Fair value |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
| Assets |
78,586 |
92,916 |
114,336 |
|
|
|
|
696,972 |
619,177 |
548,548 |
|
|
|
| Equity instruments |
592 |
819 |
307 |
592 |
819 |
307 |
|
13,176 |
11,293 |
22,280 |
13,176 |
11,293 |
22,280 |
| Debt securities |
51,458 |
33,533 |
31,557 |
50,818 |
32,291 |
29,527 |
|
88,976 |
92,665 |
89,307 |
88,976 |
92,665 |
89,307 |
| Loans and advances and other assets |
26,535 |
58,563 |
82,472 |
|
|
|
|
594,821 |
515,218 |
436,962 |
|
|
|
The committed value of "Loans and Advances and other assets" corresponds mainly to loans linked to the issue of covered bonds, territorial bonds or long-term securitized bonds (see Note 22.4) as well as, to a lesser extent, those used as a guarantee to access certain funding transactions with central banks. Debt securities and equity instruments correspond to underlying that are delivered in repos with different types of counterparties, mainly clearing houses or credit institutions, and to a lesser extent central banks. Collateral provided to guarantee derivative transactions is also included as committed assets.
As of December 31, 2023, 2022 and 2021, collateral pledges received mainly due to repurchase agreements and securities lending, and those which could be committed in order to obtain funding are provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Collateral received (Millions of Euros) |
|
Fair value of encumbered collateral received or own debt securities issued |
|
Fair value of collateral received or own debt securities issued available for encumbrance |
|
Fair value of collateral received or own debt securities issued not available for encumbrance |
|
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
| Collateral received |
73,836 |
40,701 |
40,905 |
|
14,825 |
9,415 |
17,029 |
|
996 |
1,279 |
1,719 |
| Equity instruments |
1,019 |
323 |
289 |
|
51 |
759 |
265 |
|
— |
— |
— |
| Debt securities |
72,817 |
40,378 |
40,616 |
|
14,774 |
8,656 |
16,764 |
|
996 |
1,279 |
1,719 |
| Loans and advances and other assets |
— |
— |
— |
|
— |
— |
— |
|
— |
— |
— |
| Own debt securities issued other than own covered bonds or ABSs |
— |
— |
— |
|
74 |
92 |
50 |
|
— |
— |
— |
The guarantees received in the form of reverse repurchase agreements or security lending transactions are committed by their use in repurchase agreements, as is the case with debt securities.
As of December 31, 2023, 2022 and 2021, financial liabilities issued related to encumbered assets in financial transactions as well as their book value were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sources of encumbrance (Millions of Euros) |
|
Matching liabilities, contingent liabilities or securities lent |
|
Assets, collateral received and own
debt securities issued other than covered bonds and ABSs encumbered |
|
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
| Book value of financial liabilities |
151,766 |
122,400 |
137,242 |
|
149,853 |
128,628 |
151,275 |
| Derivatives |
15,895 |
15,950 |
15,368 |
|
13,756 |
16,699 |
15,191 |
| Deposits |
126,777 |
95,728 |
109,311 |
|
126,543 |
99,077 |
120,957 |
| Outstanding subordinated debt |
9,094 |
10,722 |
12,563 |
|
9,554 |
12,852 |
15,127 |
| Other sources |
1,066 |
731 |
620 |
|
2,568 |
4,989 |
3,966 |
8.Fair value of financial instruments
Framework and processes control
The process for determining the fair value established in the Group seeks to ensure that financial assets and liabilities are properly recorded following the IFRS 13 principles, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or most advantageous market, at the measurement date.
BBVA has established, at a geographic level, a structure of Risk Operational Admission and Product Governance Committees responsible for validating and approving new products or types of financial assets and liabilities before being contracted. Local management responsible for valuation, which are independent from the business are members of these committees.
These areas seek to ensure, prior to the approval stage, the existence of not only technical and human resources, but also adequate informational sources to measure the fair value of these financial assets and liabilities, in accordance with the rules established by the valuation global area and using models that have been validated and approved by the responsible areas complying with the governance of BBVA Group's official models.
Fair value hierarchy
All financial instruments, both assets and liabilities are initially recognized at fair value, which at that point is equivalent to the transaction price, unless there is evidence to the contrary in the market. Subsequently, depending on the type of financial instrument, it may continue to be recognized at amortized cost or fair value through adjustments in the consolidated income statement or equity.
When possible, the fair value is determined as the market price of a financial instrument. However, for many of the financial assets and liabilities of the Group, especially in the case of derivatives, there is no market price available, so its fair value is estimated on the basis of the price established in recent transactions involving similar instruments or, in the absence thereof, by using mathematical measurement models that are sufficiently tried and trusted by the international financial community. The estimates of the fair value derived from the use of such models take into consideration the specific features of the asset or liability to be measured and, in particular, the various types of risk associated with such asset or liability. However, the limitations inherent in the measurement models and possible inaccuracies in the assumptions and parameters required by these models may mean that the estimated fair value of an asset or liability does not exactly match the price for which the asset or liability could be exchanged or settled on the date of its measurement.
Additionally, for financial assets and liabilities that show significant uncertainty in inputs or model parameters used for valuation, criteria is established to measure said uncertainty and activity limits are set based on these. Finally, these measurements are compared, as much as possible, against other sources such as the measurements obtained by the business teams and/or those obtained by other market participants.
The process for determining the fair value requires the classification of the financial assets and liabilities according to the measurement processes used as set forth below:
–Level 1: Valuation using directly the quotation of the instrument, observable and readily and regularly available from independent price sources and referenced to active markets that the entity can access at the measurement date. The instruments classified within this level are fixed-income securities, equity instruments and certain derivatives.
–Level 2: Valuation of financial instruments with commonly accepted techniques that use inputs obtained from observable data in markets.
–Level 3: Valuation of financial instruments with valuation techniques that use significant unobservable inputs in the market. As of December 31, 2023, the affected instruments at fair value accounted for approximately 0.57% of financial assets and 0.50% of the Group’s financial liabilities. Model selection and validation is undertaken by control areas outside the business areas.
8.1Fair value of financial instruments recognized at fair value, according to valuation criteria
Below are the different elements used in the valuation technique of financial instruments.
Active Market
BBVA considers an active market as a market that allows the observation of bid and offer prices representative of the levels to which the market participants are willing to negotiate an asset, with sufficient frequency and volume.
Furthermore, BBVA considers as traded in an “Organized Market” quotations for assets or liabilities from Over The Counter (OTC) markets when they are obtained from independent sources, observable on a daily basis and fulfil certain conditions.
The fair value of the Group's financial instruments recognized at fair value in the consolidated balance sheets is presented below, broken down according to the valuation method used to determine their fair value, and their respective book value as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial instruments by levels. December 2023 (Millions of Euros)
|
|
Notes |
Book value |
|
Fair value |
|
|
Level 1 |
Level 2 |
Level 3 |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets held for trading |
10 |
141,042 |
|
21,972 |
116,905 |
2,165 |
| Derivatives |
|
34,293 |
|
144 |
33,880 |
269 |
| Equity instruments |
|
4,589 |
|
4,494 |
24 |
71 |
| Debt securities |
|
28,569 |
|
17,333 |
11,081 |
155 |
| Loans and advances |
|
73,590 |
|
— |
71,921 |
1,669 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
11 |
8,737 |
|
7,028 |
493 |
1,216 |
| Equity instruments |
|
7,963 |
|
6,742 |
72 |
1,148 |
| Debt securities |
|
484 |
|
286 |
132 |
66 |
| Loans and advances to customers |
|
290 |
|
— |
288 |
2 |
| Financial assets designated at fair value through profit or loss |
12 |
955 |
|
908 |
47 |
— |
|
|
|
|
|
|
|
| Debt securities |
|
955 |
|
908 |
47 |
— |
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
13 |
62,205 |
|
52,987 |
8,335 |
883 |
| Equity instruments |
|
1,217 |
|
1,026 |
52 |
139 |
| Debt securities |
|
60,963 |
|
51,961 |
8,258 |
745 |
| Loans and advances to credit institutions |
|
26 |
|
— |
26 |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
1,482 |
|
— |
1,482 |
— |
| LIABILITIES |
|
|
|
|
|
|
| Financial liabilities held for trading |
10 |
121,715 |
|
14,133 |
106,382 |
1,201 |
| Trading derivatives |
|
33,045 |
|
191 |
32,111 |
743 |
| Short positions |
|
15,735 |
|
13,942 |
1,750 |
44 |
| Deposits |
|
72,935 |
|
— |
72,520 |
415 |
|
|
|
|
|
|
|
| Financial liabilities designated at fair value through profit or loss |
12 |
13,299 |
|
— |
11,073 |
2,227 |
| Deposits from credit institutions |
|
— |
|
— |
— |
— |
| Customer deposits |
|
717 |
|
— |
717 |
— |
| Debt certificates issued |
|
3,977 |
|
— |
1,751 |
2,227 |
| Other financial liabilities |
|
8,605 |
|
— |
8,605 |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
2,625 |
|
— |
2,586 |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial Instruments by levels. December 2022 ⁽¹⁾ (Millions of Euros)
|
|
Notes |
Book value |
|
Fair value |
|
|
Level 1 |
Level 2 |
Level 3 |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets held for trading |
10 |
110,671 |
|
22,710 |
85,636 |
2,325 |
| Derivatives |
|
39,908 |
|
795 |
38,140 |
974 |
| Equity instruments |
|
4,404 |
|
4,369 |
— |
34 |
| Debt securities |
|
24,367 |
|
16,284 |
7,934 |
148 |
| Loans and advances |
|
41,993 |
|
1,262 |
39,562 |
1,169 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
11 |
6,888 |
|
5,720 |
151 |
1,017 |
| Equity instruments |
|
6,511 |
|
5,457 |
40 |
1,014 |
| Debt securities |
|
129 |
|
19 |
111 |
— |
| Loans and advances to customers |
|
247 |
|
245 |
— |
3 |
| Financial assets designated at fair value through profit or loss |
12 |
913 |
|
913 |
— |
— |
|
|
|
|
|
|
|
| Debt securities |
|
913 |
|
913 |
— |
— |
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
13 |
65,374 |
|
53,248 |
11,537 |
589 |
| Equity instruments |
|
1,198 |
|
1,040 |
58 |
100 |
| Debt securities |
|
64,150 |
|
52,182 |
11,479 |
489 |
| Loans and advances to credit institutions |
|
26 |
|
26 |
— |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
1,891 |
|
4 |
1,887 |
— |
| LIABILITIES |
|
|
|
|
|
|
| Financial liabilities held for trading |
10 |
95,611 |
|
20,611 |
73,871 |
1,129 |
| Trading derivatives |
|
37,909 |
|
746 |
36,161 |
1,002 |
| Short positions |
|
13,487 |
|
13,354 |
133 |
— |
| Deposits |
|
44,215 |
|
6,511 |
37,577 |
127 |
|
|
|
|
|
|
|
| Financial liabilities designated at fair value through profit or loss |
12 |
10,580 |
|
— |
8,990 |
1,590 |
| Deposits from credit institutions |
|
— |
|
— |
— |
— |
| Customer deposits |
|
700 |
|
— |
700 |
— |
| Debt certificates issued |
|
3,288 |
|
— |
1,698 |
1,590 |
| Other financial liabilities |
|
6,592 |
|
— |
6,592 |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
3,303 |
|
100 |
3,179 |
25 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial Instruments by levels. December 2021 (Millions of Euros)
|
|
Notes |
Book value |
|
Fair value |
|
|
Level 1 |
Level 2 |
Level 3 |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets held for trading |
10 |
123,493 |
|
32,371 |
87,736 |
3,386 |
| Derivatives |
|
30,933 |
|
3,954 |
26,732 |
247 |
| Equity instruments |
|
15,963 |
|
15,925 |
— |
37 |
| Debt securities |
|
25,790 |
|
11,877 |
13,725 |
189 |
| Loans and advances |
|
50,807 |
|
615 |
47,279 |
2,913 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
11 |
6,086 |
|
4,378 |
522 |
1,186 |
| Equity instruments |
|
5,303 |
|
4,158 |
394 |
751 |
| Debt securities |
|
128 |
|
— |
128 |
— |
| Loans and advances to customers |
|
655 |
|
220 |
— |
435 |
| Financial assets designated at fair value through profit or loss |
12 |
1,092 |
|
916 |
176 |
— |
|
|
|
|
|
|
|
| Debt securities |
|
1,092 |
|
916 |
176 |
— |
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
13 |
60,421 |
|
52,157 |
7,545 |
719 |
| Equity instruments |
|
1,320 |
|
1,178 |
36 |
106 |
| Debt securities |
|
59,074 |
|
50,952 |
7,509 |
613 |
| Loans and advances to credit institutions |
|
27 |
|
27 |
— |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
1,805 |
|
63 |
1,733 |
9 |
| LIABILITIES |
|
|
|
|
|
|
| Financial liabilities held for trading |
10 |
91,135 |
|
26,215 |
64,305 |
615 |
| Trading derivatives |
|
31,705 |
|
4,755 |
26,560 |
389 |
| Short positions |
|
15,135 |
|
15,124 |
11 |
— |
| Deposits |
|
44,294 |
|
6,335 |
37,733 |
226 |
|
|
|
|
|
|
|
| Financial liabilities designated at fair value through profit or loss |
12 |
9,683 |
|
1 |
8,243 |
1,439 |
| Deposits from credit institutions |
|
— |
|
— |
— |
— |
| Customer deposits |
|
809 |
|
— |
809 |
— |
| Debt certificates issued |
|
3,396 |
|
1 |
1,956 |
1,439 |
| Other financial liabilities |
|
5,479 |
|
— |
5,479 |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting |
15 |
2,626 |
|
53 |
2,573 |
— |
The following table sets forth the main valuation techniques, hypothesis and inputs used in the estimation of fair value of the financial instruments recorded at fair value classified under Levels 2 and 3, based on the type of financial asset and liability and the corresponding balances as of December 31, 2023, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of Financial Instruments by levels. (Millions of Euros) |
|
|
|
|
|
|
|
|
|
|
| ASSETS |
|
|
|
Valuation techniques in Levels 2 and 3 |
Observable inputs in Levels 2 and 3 |
Unobservable inputs in Levels 2 and 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets held for trading |
|
|
|
|
|
|
|
|
|
| Equity instruments |
|
|
|
|
|
|
Comparable pricing (Observable price in a similar market)
Net asset value |
- Brokers quotes
- Market operations
- NAVs published |
- NAV provided by the administrator of the fund |
| Debt securities |
|
|
|
|
|
|
Present-value method
(Discounted future cash flows)
Observed prices in non-active markets |
- Issuer´s credit risk
- Current market interest rates
- Non active markets prices |
- Prepayment rates
- Issuer´s credit risk
- Recovery rates |
| Loans and advances |
|
|
|
|
|
|
Present-value method
(Discounted future cash flows) |
- Issuer´s credit risk
- Current market interest rates
- Funding interest rates observed in the market or in consensus services
- Exchange rates |
- Prepayment rates
- Issuer´s credit risk
- Recovery rates
- Funding interest rates not observed in the market or in consensus services |
| Derivatives |
|
|
|
|
|
|
|
|
|
| Interest rate |
|
|
|
|
|
|
Interest rate products (Interest rate Swaps, Call money Swaps and FRA): Discounted cash flows
Caps/Floors: Black 76 and SABR
Bond options: Black 76
Swaptions: Black, SABR and LGM
Other Interest rate Options: Black, SABR and Libor Market Model
Constant Maturity Swaps: SABR |
- Exchange rates
- Market quoted future prices
- Market interest rates
- Underlying assets prices: shares, funds, commodities
- Market observable volatilities
- Issuer credit spread levels
- Quoted dividends
- Market listed correlations |
- Beta
- Implicit correlations between tenors
- interest rates volatility |
| Equity |
|
|
|
|
|
|
Future and Equity Forward: Discounted future cash flows
Equity Options: Local Volatility, Momentum adjustment and Heston |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations
- Implicit dividends and long term repos |
| Foreign exchange and gold |
|
|
|
|
|
|
Future and Equity Forward: Discounted future cash flows
Foreign exchange Options: Local volatility, momentum adjustment |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations |
| Credit |
|
|
|
|
|
|
Credit Derivatives: Default model and Gaussian copula |
- Correlation default
- Credit spread
- Recovery rates
- Interest rate yield
- Default volatility |
| Commodities |
|
|
|
|
|
|
Commodities: Momentum adjustment and discounted cash flows |
|
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
| Equity instruments |
|
|
|
|
|
|
Comparable pricing (Observable price in a similar market)
Net asset value |
- Brokers quotes
- Market operations
- NAVs published |
- NAV provided by the administrator of the fund |
| Debt securities |
|
|
|
|
|
|
Present-value method
(Discounted future cash flows) |
- Issuer credit risk
- Current market interest rates |
- Prepayment rates
- Issuer credit risk
- Recovery rates
|
| Loans and advances |
|
|
|
|
|
|
Discounted future cash flows |
|
- Prepayment rates
- Interest rates |
| Financial assets designated at fair value through profit or loss |
|
|
|
|
|
|
Present-value method
(Discounted future cash flows) |
- Issuer credit risk
- Current market interest rates |
|
| Debt securities |
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
|
|
|
|
|
|
|
|
|
| Equity instruments |
|
|
|
|
|
|
Comparable pricing (Observable price in a similar market)
Net asset value |
- Brokers quotes
- Market operations
- NAVs published |
- NAV provided by the administrator of the fund |
| Debt securities |
|
|
|
|
|
|
Present-value method
(Discounted future cash flows)
Observed prices in non-active markets |
- Issuer´s credit risk
- Current market interest rates
- Non active market prices |
- Prepayment rates
- Issuer credit risk
- Recovery rates |
| Hedging derivatives |
|
|
|
|
|
|
|
|
|
| Interest rate |
|
|
|
|
|
|
Interest rate products (Interest rate Swaps, Call money Swaps and FRA): Discounted cash flows
Caps/Floors: Black 76 and SABR
Bond options: Black 76
Swaptions: Black, SABR and LGM
Other Interest rate Options: Black, SABR and Libor Market Model
Constant Maturity Swaps: SABR |
- Exchange rates
- Market quoted future prices
- Market interest rates
- Underlying assets prices: shares, funds, commodities
- Market observable volatilities
- Issuer credit spread levels
- Quoted dividends
- Market listed correlations |
- Beta
- Implicit correlations between tenors
- interest rates volatility |
| Equity |
|
|
|
|
|
|
Future and Equity Forward: Discounted future cash flows
Equity Options: Local volatility, Black 76, Momentum adjustment and Heston |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations
- Implicit dividends and long term repos |
| Foreign exchange and gold |
|
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|
|
|
|
Future and Equity Forward: Discounted future cash flows
Foreign exchange Options: Local volatility, momentum adjustment |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations |
| Credit |
|
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|
|
|
Credit Derivatives: Default model and Gaussian copula |
- Correlation default
- Credit spread
- Recovery rates
- Interest rate yield
- Default volatility |
| Commodities |
|
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|
Commodities: Momentum adjustment and Discounted cash flows |
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| Fair Value of Financial Instruments by Levels |
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| LIABILITIES |
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Valuation techniques in Levels 2 and 3 |
Observable inputs in Levels 2 and 3 |
Unobservable inputs in Levels 2 and 3 |
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| Financial liabilities held for trading |
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| Deposits |
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|
Present-value method
(Discounted future cash flows) |
- Interest rate yield
- Funding interest rates observed in the market or in consensus services
- Exchange rates |
- Funding interest rates not observed in the market or in consensus services |
| Derivatives |
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| Interest rate |
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Interest rate products (Interest rate Swaps, call money Swaps and FRA): Discounted cash flows
Caps/Floors: Black 76 and SABR
Bond options: Black 76
Swaptions: Black 76, SABR and LGM
Other Interest rate Options: Black, SABR and Libor Market Model
Constant Maturity Swaps: SABR |
- Exchange rates
- Market quoted future prices
- Market interest rates
- Underlying assets prices: shares, funds, commodities
- Market observable volatilities
- Issuer credit spread levels
- Quoted dividends
- Market listed correlations |
- Beta
- Correlation between tenors
- Interest rates volatility |
| Equity |
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|
Future and Equity forward: Discounted future cash flows
Equity Options: Local volatility, momentum adjustment and Heston |
- Volatility of volatility
- Assets correlation |
| Foreign exchange and gold |
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Future and Equity Forward: Discounted future cash flows
Foreign exchange Options: Black 76, Local volatility, momentum adjustment |
- Volatility of volatility
- Assets correlation |
| Credit |
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|
Credit Derivatives: Default model and Gaussian copula |
- Correlation default
- Credit spread
- Recovery rates
- Interest rate yield
- Default volatility |
| Commodities |
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Commodities: Momentum adjustment and discounted cash flows |
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| Short positions |
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Present-value method
(Discounted future cash flows) |
|
- Prepayment rates
- Issuer´s credit risk
- Current market interest rates |
| Financial liabilities designated at fair value through profit or loss |
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|
Present-value method
(Discounted future cash flows) |
- Prepayment rates - Issuer´s credit risk
- Current market interest rates
|
- Prepayment rates
- Issuer´s credit risk
- Current market interest rates |
| Derivatives – Hedge accounting |
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| Interest rate |
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Interest rate products (Interest rate Swaps, call money Swaps and FRA): Discounted cash flows
Caps/Floors: Black 76 and SABR
Bond options: Black 76
Swaptions: Black 76, SABR and LGM
Other Interest rate Options: Black, SABR and Libor Market Model
Constant Maturity Swaps: SABR |
- Exchange rates
- Market quoted future prices
- Market interest rates
- Underlying assets prices: shares, funds, commodities
- Market observable volatilities
- Issuer credit spread levels
- Quoted dividends
- Market listed correlations |
- Beta
- Implicit correlations between tenors
- interest rates volatility |
| Equity |
|
|
|
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|
|
Future and Equity Forward: Discounted future cash flows
Equity Options: Local volatility, momentum adjustment and Heston |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations
- Implicit dividends and long term repos |
| Foreign exchange and gold |
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Future and Equity Forward: Discounted future cash flows
Foreign exchange Options: Black 76, Local Volatility, momentum adjustment |
- Volatility of volatility
- Implicit assets correlations
- Long term implicit correlations |
| Credit |
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|
Credit Derivatives: Default model and Gaussian copula |
- Correlation default
- Credit spread
- Recovery rates
- Interest rate yield
- Default volatility |
| Commodities |
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|
Commodities: Momentum adjustment and discounted cash flows |
|
Main valuation techniques
The main techniques used for the assessment of the majority of the financial instruments classified in level 3, and its main unobservable inputs, are described below:
–The net present value (net present value method): This technique uses the future cash flows of each financial instrument, which are established in the different contracts, and discounted to their present value. This technique often includes many observable inputs, but may also include unobservable inputs, as described below:
a.Credit Spread: This input represents the difference in yield of a debt security and the reference rate, reflecting the additional return that a market participant would require to take the credit risk of that debt security. Therefore, the credit spread of the debt security is part of the discount rate used to calculate the present value of the future cash flows.
b.Recovery rate: This input represents the percentage of principal and interest recovered from a debt instrument that has defaulted.
–Comparable prices (similar asset prices): This input represents the prices of comparable financial instruments and benchmarks used to calculate a reference yield based on relative movements from the entry price or current market levels. Further adjustments to account for differences that may exist between financial instrument being valued and the comparable financial instrument may be added. It can also be assumed that the price of the financial instrument is equivalent to the comparable instrument.
–Net asset value: This technique utilizes certain assumptions to use net asset value as representative of fair value, which is equal to the total value of the assets and liabilities of a fund published by the managing entity.
–Gaussian copula: This model is used to integrate default probabilities of credit instruments referenced to more than one underlying CDS (Credit Default Swaps). The joint density function used to value the instrument is constructed by using a Gaussian copula that relates the marginal densities by a normal distribution, usually extracted from the correlation matrix of events approaching default by CDS issuers.
–Black 76: variant of Black Scholes model, whose main application is the valuation of bond options, cap floors and Swaptions where the behavior of the Forward and not the Spot itself, is directly modeled.
–Black Scholes: The Black Scholes model postulates log-normal distribution for the prices of securities, so that the expected return under the risk neutral measure is the risk free interest rate. Under this assumption, the price of vanilla options can be obtained analytically, so that inverting the Black- Scholes formula, the implied volatility for process of the price can be calculated.
–Heston: This model, typically applied to equity OTC options, assumes stochastic behavior of volatility. According to which, the volatility follows a process that reverts to a long-term level and is correlated with the underlying equity instrument. As opposed to local volatility models, in which the volatility evolves deterministically, the Heston model is more flexible, allowing it to be similar to that observed in the short term today.
–Libor market model: This model assumes that the dynamics of the interest rate curve can be modeled based on the set of forward contracts that compose the underlying interest rate. The correlation matrix is parameterized on the assumption that the correlation between any two forward contracts decreases at a constant rate, beta, to the extent of the difference in their respective due dates. The input “Credit default volatility” is a volatility input of the credit factor dynamic applied in rate/credit hybrid operative. The multifactorial frame of this model makes it ideal for the valuation of instruments sensitive to the slope or curve, including interest rate option.
–Local Volatility: In the local volatility models, the volatility, instead of being static, evolves deterministically over time according to the level of moneyness (i.e. probability that the option has a positive value on its date of expiration) of the underlying, capturing the existence of volatility smiles. The volatility smile of an option is the empirical relationship observed between its implied volatility and its strike price. These models are appropriate for options whose value depends on the historical evolution of the underlying which use Monte Carlo simulation technique for their valuation.
Unobservable inputs
Quantitative information of unobservable inputs used to calculate level 3 valuations is presented below as of December 31, 2023, 2022 and 2021.
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| Unobservable inputs. December 2023 |
| Financial instrument |
Valuation technique(s) |
Significant unobservable inputs |
Min |
Average |
Max |
Units |
| Debt Securities |
Present value method |
Credit spread |
— |
136 |
4,369 |
bp |
| Recovery rate |
0 % |
39 % |
40 % |
% |
| Comparable Pricing |
|
0 % |
99 % |
237 % |
% |
Equity/Fund instruments (1) |
Net Asset Value |
|
|
| Comparable Pricing |
|
| Loans and advances |
Present value method |
Repo funding curve |
2.26 % |
3.74 % |
5.76 % |
Abs Repo rate |
| Credit Derivatives |
Gaussian Copula |
Correlation default |
26 % |
60 % |
85 % |
% |
| Black 76 |
Price volatility |
|
|
|
Vegas |
| Equity Derivatives |
Option models on equities, baskets of equity, funds |
Dividends (2) |
|
| Correlations |
(88 %) |
52 % |
99 % |
% |
| Volatility |
8.47 |
29.41 |
70.94 |
Vegas |
| FX Derivatives |
Option models on FX underlyings |
Volatility |
4.31 |
10.24 |
18.52 |
Vegas |
| IR Derivatives |
Option models on IR underlyings |
Beta |
3.00 % |
5 % |
11 % |
% |
| Correlation rate/credit |
(100 %) |
|
100 % |
% |
| Correlation rate/inflation |
52 % |
60 % |
74 % |
% |
(1) Due to the diversity of valuation models of equity valuations, we would not include all the unobservable inputs or the quantitative ranges of them.
(2) The range of unobservable dividends is too wide range to be relevant.
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| Unobservable inputs. December 2022 |
| Financial instrument |
Valuation technique(s) |
Significant unobservable inputs |
Min |
Average |
Max |
Units |
| Debt Securities |
Present value method |
Credit spread |
— |
111 |
1,538 |
bp |
| Recovery rate |
0 % |
39 % |
40 % |
% |
| Comparable Pricing |
|
2 % |
94 % |
139 % |
% |
Equity/Fund instruments (1) |
Net Asset Value |
|
|
| Comparable Pricing |
|
| Loans and advances |
Present value method |
Repo funding curve |
0.71 % |
3.48 % |
5.52 % |
Abs Repo rate |
| Credit Derivatives |
Gaussian Copula |
Correlation default |
26 % |
44 % |
58 % |
% |
| Black 76 |
Price volatility |
— |
— |
— |
Vegas |
| Equity Derivatives |
Option models on equities, baskets of equity, funds |
Dividends (2) |
|
| Correlations |
(93 %) |
59 % |
99 % |
% |
| Volatility |
7.81 |
32.62 |
98.71 |
Vegas |
| FX Derivatives |
Option models on FX underlyings |
Volatility |
5.32 |
11.93 |
20.73 |
Vegas |
| IR Derivatives |
Option models on IR underlyings |
Beta |
0.25 % |
2 % |
18 % |
% |
| Correlation rate/credit |
(100 %) |
|
100 % |
% |
| Correlation rate/inflation |
51% |
66% |
76% |
% |
(1) Due to the diversity of valuation models of equity valuations, we would not include all the unobservable inputs or the quantitative ranges of them.
(2) The range of unobservable dividends is too wide range to be relevant.
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| Unobservable inputs. December 2021 |
| Financial instrument |
Valuation technique(s) |
Significant unobservable inputs |
Min |
Average |
Max |
Units |
| Debt securities |
Present value method |
Credit spread |
3 |
125 |
2,374 |
bp |
| Recovery rate |
0 % |
37 % |
40 % |
% |
| Comparable pricing |
|
0.1 % |
97 % |
144 % |
% |
Equity/Fund instruments (1) |
Net asset value |
|
|
|
|
|
| Comparable pricing |
|
|
|
|
|
| Loans and advances |
Present value method |
Repo funding curve |
(2.71 %) |
1.16 % |
4.99 % |
Abs Repo rate |
| Credit derivatives |
Gaussian Copula |
Correlation default |
35 % |
43 % |
53 % |
% |
| Black 76 |
Price volatility |
— |
— |
— |
Vegas |
| Equity derivatives |
Option models on equities, baskets of equity, funds |
Dividends (2) |
|
|
|
|
| Correlations |
(88 %) |
60 % |
99 % |
% |
| Volatility |
5.57 |
26.30 |
62.00 |
Vegas |
| FX derivatives |
Option models on FX underlyings |
Volatility |
3.96 |
9.71 |
16.34 |
Vegas |
| IR derivatives |
Option models on IR underlyings |
Beta |
0.25 % |
2 % |
18 % |
% |
| Correlation rate/credit |
(100 %) |
|
100 % |
% |
| Credit default volatility |
— |
— |
— |
Vegas |
(1) Due to the diversity of valuation models of equity valuations, we would not include all the unobservable inputs or the quantitative ranges of them.
(2) The range of unobservable dividends is too wide range to be relevant.
Adjustments to the valuation
Under IFRS 13, the entity must estimate the value taking into account the assumptions and conditions that market participants would have when setting the price of the asset or liability on the valuation date.
In order to comply with the fair value requirements, the entity applies adjustments to the fair valuation considering inherent and counterparties´ default criteria, funding valuation risk and valuation risks due to valuation uncertainty and related to the prudent valuation criteria. The above is aligned with the regulatory requirements (EBA CRR 105.10) and considers the model risk, liquidity risk (Bid / Offer) and price uncertainty risk.
Adjustments to the valuation for risk of default
The fair value of liabilities should reflect the entity's default risk, which includes, among other components, its own credit risk. Taking this into account, the Group makes valuation adjustments for credit risk in the estimates of the fair value of its assets and liabilities.
These adjustments are calculated by estimating Exposure At Default, Probability of Default and Loss Given Default, which are based on the recovery levels for all derivative products on any instrument, deposits and repos at the legal entity level (all counterparties under a same master agreement), in which BBVA has exposure.
Credit Valuation Adjustment (hereinafter “CVA”) and Debit Valuation Adjustments (hereinafter “DVA”) are included in the valuation of derivatives, both assets and liabilities, to reflect the impact on the fair value of the counterparty credit risk and its own, respectively. The Group incorporates in its valuation, for all exposures classified in any of the categories valued at fair value, both the counterparty credit risk and its own. In the trading portfolio, and in the specific case of derivatives, credit risk is recognized through such adjustments.
As a general rule, the calculation of CVA is the sum of the expected positive exposure in time t, the probability of default between t-1 and t, and the Loss Given Default of the counterparty. Consequently, the DVA is calculated as the sum of the expected negative exposure in time t, the probability of default of BBVA between t-1 and t, and the Loss Given Default of BBVA. Both calculations are performed throughout the entire period of potential exposure.
The calculation of the expected positive and negative exposure is done through a Montecarlo simulation of the market variables involved in all trades’ valuation under the same legal netting set.
The information needed to calculate the probability of default and the loss given default of a counterparty comes from the credit markets. The counterparty’s Credit Default Swaps are used if liquid quotes are available. If a market price is not available, BBVA has implemented a mapping process based on the sector, rating and geography of the counterparty to assign probabilities of default and loss given default calibrated directly to market.
An additional adjustment for Own Credit Adjustment (OCA) is applied to the instruments accounted for by applying the Fair Value Option permitted by IFRS 9. The related amounts recognized in the consolidated balance sheet as of December 31, 2023 and 2022, related to OCA were €406 million and €333 million, respectively.
The amounts recognized in the consolidated balance sheets as of December 31, 2023, 2022 and 2021 related to the valuation adjustments incorporated to the credit assessment derivative assets amounted to €-133 million €-158 million and €-121 million, respectively as Credit Valuation Adjustments (CVA), and amounted to €91 million, €135 million and €104 million, respectively as Debit Valuation Adjustment (DVA). The impact recorded under “Gains (losses) on financial assets and liabilities held for trading, net” in the consolidated income statement was €26 million for the year ended December 31, 2023 and €0 million in 2022 and 2021.
Valuation adjustments for financing risk
The fair value of the positions recorded at fair value must reflect the entity's financing risk. Taking into account the above, the Group makes adjustments for financing risk valuation (Funding Valuation Adjustment FVA) in the estimates of the fair value of its assets and liabilities.
The adjustment to the valuation for financing risk incorporates the cost of financing implicit in the valuation of positions at fair value. This adjustment reflects the cost of funding for non-collateralized or partially collateralized operations.
Additionally, as of December 31, 2023, 2022 and 2021, €-16 million, €-16 million and €-11 million related to the FVA were recognized in the consolidated balance sheet, being the impact on results nil, €-7 million and €-1 million, respectively.
Valuation adjustments for valuation uncertainty
The fair value of the positions recorded at fair value must reflect the valuation risk derived from the uncertainty in the valuation for concepts of pure uncertainty of prices, liquidity risk and model risks. This adjustment is aligned with the regulatory requirements for prudent valuation via valuation adjustments with an impact on CET1, and meets the requirements of EBA CRR 105.10 for this purpose.
The adjustment to the valuation for liquidity incorporates an adjustment for Bid / Offer spreads in the valuation of positions that do not meet the necessary conditions to be considered a Market Maker operation.
The adjustment to the valuation for model risk captures the uncertainty in the price associated with the products valued with the use of a valuation model ("Mark to Model") given the existence of more than one possible model applicable to the valuation of the product or the calibration of its parameters from the observations of inputs in the market.
The adjustment to the valuation for price uncertainty includes the uncertainty associated with the dispersion in the values observed in the market for the prices taken in the valuation of assets or as inputs in the valuation models.
The impact recorded under “Gains (losses) on financial assets and liabilities held for trading, net” in the consolidated income statement for the year ended December 31, 2023 corresponding to the mentioned adjustments was a net impact of €-54 million. An adjustment was also made as of December 31, 2023 on financial assets at fair value through other comprehensive income for a total of €-15 million (€-11 million in 2022).
Financial assets and liabilities classified as level 3
The changes in the balance of Level 3 financial assets and liabilities included in the consolidated balance sheets are as follows:
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| Financial assets level 3: Changes in the year (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
|
Assets |
Liabilities |
Assets |
Liabilities |
Assets |
Liabilities |
| Balance at the beginning |
3,931 |
2,743 |
5,301 |
2,054 |
2,984 |
1,902 |
Changes in fair value recognized in profit and loss (2) |
(7) |
113 |
289 |
(131) |
338 |
143 |
| Changes in fair value not recognized in profit and loss |
21 |
(1) |
(62) |
14 |
(47) |
(10) |
Acquisitions, disposals and liquidations (3) |
27 |
374 |
(783) |
782 |
2,531 |
156 |
| Net transfers to level 3 |
289 |
204 |
(750) |
74 |
(436) |
(80) |
| Exchange differences and others |
3 |
34 |
(64) |
(50) |
(69) |
(56) |
| Balance at the end |
4,264 |
3,467 |
3,931 |
2,743 |
5,301 |
2,054 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Profit or loss that is attributable to gains or losses relating to those financial assets and liabilities held as of December 31, 2023, 2022 and 2021. Valuation adjustments are recorded under the heading “Gains (losses) on financial assets and liabilities (net)”.
(3) Of which, in 2021, the assets roll forward is comprised of €2,742 million of acquisitions and €211 million of disposals. The liabilities roll forward is comprised of €213 million of acquisitions and €57 million of sales.
In 2023, as a result of the implementation of the multifactor criteria in the classification, which considers all the risk factors of the exposures, their observability and uncertainty, there is a reduction in exposure to derivatives in Level 3, offset by an increase in exposure classified at level 3 in repurchases agreements positions due to unobservability in the inputs applied in their valuation. Therefore, the increase in Level 3 exposure would be focused on cash positions of variable income and fixed income due to unobservability in their prices.
In 2022, the net volume of exposures classified as level 3 has been reduced. This reduction was mainly concentrated in repurchase agreements positions, derived from the rotation of the portfolio towards positions with better observability in the equity market of the inputs applied at their fair value. Additionally, the reduction in the volume of level 3 exposures of repurchase agreement positions was mitigated by the increase in the volume of level 3 exposures in derivatives, for which there was worse observability in the market of the inputs applied in their fair value.
In 2021 there was an increase in the trading portfolio mainly due to the evolution of loans and advances and their corresponding funding with deposits. In line with this increase in the activity, and despite the improvement in the inputs used to value these assets in the market, there was an increase in the volume of exposures classified as level 3 which mainly corresponded to the temporary acquisitions of assets.
For the years ended December 31, 2023, 2022 and 2021, the profit/loss on sales of financial instruments classified as level 3 recognized in the consolidated income statement was not material.
Transfers among levels
The Global Valuation Area, in collaboration with the Group, has established the rules for an appropriate financial instruments held for trading classification according to the fair value hierarchy defined by IFRS.
On a monthly basis, derivative positions, deposits, loans and advances from the portfolio are classified, according to this criterion, by the subsidiaries. Then, there is a quarterly review of the portfolio in order to analyze the need for a change in classification of any of these assets.
On a quarterly basis, the positions of equity instruments and debt securities are classified, following these criteria, by the local areas in coordination with Global Markets Valuation.
The financial instruments transferred among the different levels of measurement for the years ended December 31, 2023, 2022 and 2021 are at the following amounts in the consolidated balance sheets as of December 31, 2023, 2022 and 2021:
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|
| Transfers among levels. December 2023 (Millions of Euros) |
|
From: |
Level 1 |
Level 2 |
Level 3 |
|
To: |
Level 2 |
Level 3 |
Level 1 |
Level 3 |
Level 1 |
Level 2 |
| ASSETS |
|
|
|
|
|
|
|
| Financial assets held for trading |
|
887 |
34 |
89 |
666 |
— |
497 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
1 |
135 |
— |
70 |
— |
— |
| Financial assets designated at fair value through profit or loss |
|
— |
— |
— |
— |
— |
— |
| Financial assets at fair value through other comprehensive income |
|
1,191 |
21 |
1,296 |
205 |
103 |
243 |
| Derivatives – Hedge accounting |
|
— |
— |
— |
— |
— |
— |
| Total |
|
2,079 |
190 |
1,385 |
941 |
103 |
740 |
| LIABILITIES |
|
|
|
|
|
|
|
| Financial liabilities held for trading |
|
596 |
3 |
36 |
177 |
1 |
372 |
| Financial liabilities designated at fair value through profit or loss |
|
— |
— |
— |
660 |
— |
262 |
| Derivatives – Hedge accounting |
|
— |
— |
— |
— |
— |
— |
| Total |
|
596 |
3 |
36 |
837 |
1 |
635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transfer among levels (Millions of Euros) |
|
|
2022 |
2021 |
|
From: |
Level 1 |
Level 2 |
Level 3 |
Level 1 |
Level 2 |
Level 3 |
|
To: |
Level 2 |
Level 3 |
Level 1 |
Level 3 |
Level 1 |
Level 2 |
Level 2 |
Level 3 |
Level 1 |
Level 3 |
Level 1 |
Level 2 |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets held for trading |
|
683 |
1 |
1,909 |
340 |
24 |
911 |
924 |
2 |
35 |
184 |
10 |
637 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
|
— |
— |
243 |
— |
53 |
2 |
8 |
— |
— |
— |
14 |
23 |
| Financial assets designated at fair value through profit or loss |
|
— |
— |
123 |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Financial assets at fair value through other comprehensive income |
|
1,723 |
— |
715 |
— |
18 |
83 |
596 |
17 |
506 |
50 |
— |
6 |
| Derivatives – Hedge accounting |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Total |
|
2,407 |
1 |
2,990 |
340 |
95 |
996 |
1,528 |
19 |
542 |
234 |
24 |
665 |
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities held for trading |
|
524 |
— |
239 |
141 |
— |
258 |
562 |
— |
24 |
57 |
15 |
95 |
| Financial liabilities designated at fair value through profit or loss |
|
— |
— |
— |
221 |
— |
55 |
— |
— |
— |
38 |
— |
65 |
| Derivatives – Hedge accounting |
|
— |
— |
— |
25 |
— |
— |
— |
— |
— |
— |
— |
— |
| Total |
|
524 |
— |
239 |
387 |
— |
313 |
562 |
— |
24 |
95 |
15 |
160 |
The amount of the financial instruments at fair value portfolio that were transferred among the different valuation levels during 2023 correspond mainly, with respect to Level 1 to Level 2, to the review of the classification among levels due to the implementation of the short term maturities model valuation of the listed options for those positions for which it is guaranteed that the inputs applied from real OTC market transactions are complied with the corroboration criteria. Additionally, there is a transfer of exposure Level 1 to Level 2 in cash positions in debt securities and equities, partially netted by a transfer of exposure Level 2 to Level 1, all directly related to the observability of the inputs. The volume of positions transferred from Level 2 to Level 3 is partly offset by the transfer of certain positions from Level 3 to Level 2, mainly in cash positions in debt securities, equities and loans and advances.
The amount of financial instruments that were transferred among levels of valuation during the year ended December 31, 2022 corresponds to the above changes in the classification among levels since such financial instruments modified some of their features. Specifically, transfers among Levels 1 and 2 occurred mainly in derivatives and debt securities. Transfers from Level 2 to Level 3 were mainly related to derivatives and deposits at fair value through profit or loss, and in relation to transfers from Level 3 to Level 2, this generally affected derivatives and loans and advances held for trading.
Sensitivity analysis
Sensitivity analysis is performed on financial instruments with significant unobservable inputs (financial instruments included in level 3), in order to obtain a reasonable range of possible alternative valuations. This analysis is carried out based on the criteria defined by the Global Valuation area in line with the official regulatory requirements for Prudent Valuation metrics, taking into account the nature of the methods used for the assessment and the reliability and availability of inputs and proxies used. In order to establish, with a sufficient degree of certainty, the valuation risk that is incurred in such assets without applying diversification criteria between them.
As of December 31, 2023, the effect on profit for the year and total equity of changing the main unobservable inputs used for the measurement of level 3 financial instruments for other reasonably possible unobservable inputs, taking the highest (most favorable input) or lowest (least favorable input) value of the range deemed probable, would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial instruments level 3: sensitivity analysis (Millions of Euros) |
|
Potential impact on consolidated
income statement |
Potential impact on
other comprehensive income |
|
Most favorable hypothesis |
Least favorable hypothesis |
Most favorable hypothesis |
Least favorable hypothesis |
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
| ASSETS |
|
|
|
|
|
|
|
|
| Financial assets held for trading |
21 |
33 |
(117) |
(33) |
— |
— |
— |
— |
| Loans and advances |
2 |
1 |
(2) |
(1) |
— |
— |
— |
— |
| Debt securities |
9 |
— |
(22) |
— |
— |
— |
— |
— |
| Equity instruments |
— |
25 |
(83) |
(25) |
— |
— |
— |
— |
| Derivatives |
9 |
6 |
(9) |
(6) |
— |
— |
— |
— |
| Non-trading financial assets mandatorily at fair value through profit or loss |
5 |
135 |
(114) |
(136) |
— |
— |
— |
— |
| Loans and advances |
— |
— |
— |
— |
— |
— |
— |
— |
| Debt securities |
3 |
17 |
(21) |
(19) |
— |
— |
— |
— |
| Equity instruments |
2 |
118 |
(92) |
(118) |
— |
— |
— |
— |
| Financial assets designated at fair value through profit or loss |
— |
— |
— |
— |
— |
— |
— |
— |
| Financial assets at fair value through other comprehensive income |
— |
— |
— |
— |
34 |
25 |
(89) |
(25) |
| Total |
26 |
168 |
(230) |
(169) |
34 |
25 |
(89) |
(25) |
| LIABILITIES |
|
|
|
|
|
|
|
|
| Financial liabilities held for trading |
13 |
7 |
(18) |
(7) |
— |
— |
— |
— |
| Total |
13 |
7 |
(18) |
(7) |
— |
— |
— |
— |
8.2Fair value of financial instruments recognized at amortized cost according to valuation method
The valuation technique used to calculate the fair value of financial assets and liabilities carried at cost are presented below:
Financial assets
–Cash, balances at central banks and other demand deposits / loans to central banks / short-term loans to credit institutions/ repurchase agreements: in general, their fair value approximates to their book value, due to the nature of the counterparty and because they are mainly short-term balances in which the book value is the most reasonable estimation of the value of the asset.
–Loans to credit institutions which are not short-term and loans to customers: In general, the fair value of these financial assets is determined by the discount of expected future cash flows, using market interest rates at the time of valuation adjusted by the credit spread and taking all kind of behavioral hypothesis if it is considered to be relevant (prepayment fees, optionality, etc.). Therefore, their valuations will be impacted by the interest rates and spreads of the portfolios and their durations.
–Debt securities: Fair value estimated based on the available market price or by using internal valuation methodologies.
Financial liabilities
–Deposits from central banks: for recurrent liquidity auctions and other monetary policy instruments of central banks / short-term deposits, from credit institutions / repurchase agreements / short term customer deposits: their book value is considered to be the best estimation of their fair value.
–Deposits of credit institutions which are not short-term and term customer deposits: these deposits are valued by discounting future cash flows using the interest rate curve in effect at the time of the adjustment adjusted by the credit spread and incorporating any behavioral assumptions if this proves relevant (early repayments, optionalities, etc.).
–Debt certificate (Issuances): The fair value estimation of these liabilities depends on the availability of market prices or by using the present value method: discount of future cash flows, using market interest rates at valuation time and taking into account the credit spread.
The table below shows the fair value of the Group's financial instruments recognized at amortized cost in the consolidated balance sheets, broken down according to the valuation method used to determine their fair value, and their respective book value, as well as the main valuation techniques and inputs used for financial instruments classified in level 2 and level 3 as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial instruments recognized at amortized cost by levels. December 2023 (Millions of Euros)
|
|
Notes |
Book value |
Fair value |
|
Total |
Level 1 |
Level 2 |
Level 3 |
Valuation techniques in Levels 2 and 3 |
Main inputs used in Levels 2 and 3 |
| ASSETS |
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
9 |
75,416 |
75,416 |
75,114 |
— |
303 |
|
|
| Financial assets at amortized cost |
14 |
451,732 |
446,371 |
47,515 |
14,216 |
384,640 |
Present-value method
(Discounted future cash flows) |
|
| Debt securities |
|
49,462 |
48,952 |
41,950 |
6,244 |
759 |
- Credit spread
- Prepayment rates
- Interest rate yield |
| Loans and advances to central banks |
|
7,151 |
7,152 |
5,534 |
1,347 |
272 |
| Loans and advances to credit institutions |
|
17,477 |
17,500 |
32 |
5,662 |
11,805 |
| Loans and advances to customers |
|
377,643 |
372,767 |
— |
963 |
371,804 |
- Credit spread
- Interest rate yield |
| LIABILITIES |
|
|
|
|
|
|
|
|
| Financial liabilities at amortized cost |
22 |
557,589 |
555,913 |
56,831 |
300,531 |
198,550 |
Present-value method
(Discounted future cash flows) |
- Issuer´s credit risk
- Prepayment rates
- Interest rate yield |
| Deposits from central banks |
|
20,309 |
20,179 |
13,911 |
6,003 |
265 |
| Deposits from credit institutions |
|
40,039 |
40,009 |
— |
33,793 |
6,216 |
| Customer deposits |
|
413,487 |
411,342 |
1,448 |
228,726 |
181,168 |
| Debt certificates issued |
|
68,707 |
69,339 |
41,472 |
24,341 |
3,526 |
| Other financial liabilities |
|
15,046 |
15,043 |
— |
7,668 |
7,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial instruments recognized at amortized cost by levels. December 2022 ⁽¹⁾ (Millions of Euros)
|
|
Notes |
Book value |
Fair value |
|
Total |
Level 1 |
Level 2 |
Level 3 |
Valuation techniques in Levels 2 and 3 |
Main inputs used in Levels 2 and 3 |
| ASSETS |
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
9 |
79,756 |
79,756 |
79,463 |
— |
293 |
|
|
| Financial assets at amortized cost |
14 |
414,421 |
412,965 |
30,587 |
12,173 |
370,206 |
Present-value method
(Discounted future cash flows) |
|
| Debt securities |
|
36,639 |
36,311 |
26,239 |
9,313 |
759 |
- Credit spread
- Prepayment rates
- Interest rate yield |
| Loans and advances to central banks |
|
4,401 |
4,401 |
4,259 |
— |
142 |
| Loans and advances to credit institutions |
|
16,031 |
16,089 |
89 |
1,289 |
14,711 |
| Loans and advances to customers |
|
357,351 |
356,164 |
— |
1,571 |
354,594 |
- Credit spread
- Interest rate yield |
| LIABILITIES |
|
|
|
|
|
|
|
|
| Financial liabilities at amortized cost |
22 |
529,172 |
525,595 |
77,112 |
266,194 |
182,289 |
Present-value method
(Discounted future cash flows) |
- Issuer´s credit risk
- Prepayment rates
- Interest rate yield |
| Deposits from central banks |
|
38,323 |
38,312 |
38,012 |
— |
300 |
| Deposits from credit institutions |
|
26,935 |
26,777 |
— |
20,546 |
6,231 |
| Customer deposits |
|
394,404 |
392,805 |
1,158 |
230,821 |
160,826 |
| Debt certificates issued |
|
55,429 |
53,550 |
37,942 |
7,240 |
8,368 |
| Other financial liabilities |
|
14,081 |
14,151 |
— |
7,587 |
6,564 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value of financial instruments recognized at amortized cost by levels. December 2021 (Millions of Euros)
|
|
Notes |
Book value |
Fair value |
|
|
|
Total |
Level 1 |
Level 2 |
Level 3 |
Valuation techniques in Levels 2 and 3 |
Main inputs used in Levels 2 and 3 |
| ASSETS |
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
9 |
67,799 |
67,799 |
67,581 |
— |
218 |
|
|
| Financial assets at amortized cost |
14 |
372,676 |
377,451 |
33,213 |
13,033 |
331,205 |
Present-value method
(Discounted future cash flows) |
|
| Debt securities |
|
34,781 |
36,448 |
26,876 |
8,755 |
817 |
- Credit spread
- Prepayment rates
- Interest rate yield |
| Loans and advances to central banks |
|
5,681 |
5,682 |
5,682 |
— |
— |
| Loans and advances to credit institutions |
|
13,276 |
13,264 |
72 |
863 |
12,329 |
| Loans and advances to customers |
|
318,939 |
322,058 |
583 |
3,416 |
318,059 |
- Credit spread
- Interest rate yield |
| LIABILITIES |
|
|
|
|
|
|
|
|
| Financial liabilities at amortized cost |
22 |
487,893 |
488,733 |
91,870 |
243,847 |
153,016 |
Present-value method
(Discounted future cash flows) |
- Issuer´s credit risk
- Prepayment rates
- Interest rate yield |
| Deposits from central banks |
|
47,351 |
47,352 |
47,052 |
— |
300 |
| Deposits from credit institutions |
|
19,834 |
19,769 |
— |
14,853 |
4,916 |
| Customer deposits |
|
349,761 |
349,277 |
2,129 |
209,345 |
137,803 |
| Debt certificates issued |
|
55,763 |
57,094 |
42,689 |
10,014 |
4,391 |
| Other financial liabilities |
|
15,183 |
15,242 |
— |
9,636 |
5,606 |
9.Cash, cash balances at central banks and other demand deposits
The breakdown of the balance under the heading “Cash, cash balances at central banks and other demand deposits” in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Cash on hand |
|
7,751 |
6,533 |
6,877 |
Cash balances at central banks |
|
60,750 |
67,314 |
55,004 |
| Other demand deposits |
|
6,916 |
5,909 |
5,918 |
| Total |
8.2 |
75,416 |
79,756 |
67,799 |
10.Financial assets and liabilities held for trading
10.1Breakdown of the balance
The breakdown of the balance under these headings in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets and liabilities held for trading (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| ASSETS |
|
|
|
|
Derivatives |
|
34,293 |
39,908 |
30,933 |
Equity instruments |
7.2.2 |
4,589 |
4,404 |
15,963 |
| Credit institutions |
|
277 |
317 |
816 |
| Other sectors |
|
4,312 |
4,086 |
15,147 |
| Debt securities |
7.2.2 |
28,569 |
24,367 |
25,790 |
| Issued by central banks |
|
740 |
821 |
936 |
| Issued by public administrations |
|
24,766 |
20,703 |
21,946 |
| Issued by financial institutions |
|
1,824 |
1,365 |
1,130 |
| Other debt securities |
|
1,239 |
1,477 |
1,778 |
| Loans and advances |
7.2.2 |
73,590 |
41,993 |
50,807 |
| Loans and advances to central banks |
|
2,809 |
1,632 |
3,467 |
| Reverse repurchase agreement |
|
2,809 |
1,632 |
3,467 |
| Loans and advances to credit institutions |
|
56,599 |
25,231 |
31,916 |
Reverse repurchase agreement (1) |
|
56,569 |
25,201 |
31,901 |
| Loans and advances to customers |
|
14,182 |
15,130 |
15,424 |
| Reverse repurchase agreement |
|
13,615 |
14,832 |
14,916 |
| Total assets |
8.1 |
141,042 |
110,671 |
123,493 |
| LIABILITIES |
|
|
|
|
Derivatives |
|
33,045 |
37,909 |
31,705 |
| Short positions |
|
15,735 |
13,487 |
15,135 |
| Deposits |
|
72,935 |
44,215 |
44,294 |
| Deposits from central banks |
|
6,397 |
3,950 |
11,248 |
| Repurchase agreement |
|
6,397 |
3,950 |
11,248 |
| Deposits from credit institutions |
|
43,337 |
28,924 |
16,176 |
Repurchase agreement (1) |
|
42,676 |
28,573 |
15,632 |
| Customer deposits |
|
23,201 |
11,341 |
16,870 |
| Repurchase agreement |
|
23,157 |
11,302 |
16,824 |
| Total liabilities |
8.1 |
121,715 |
95,611 |
91,135 |
(1) The variation is mainly due to the evolution of "Reverse repurchase agreement" of BBVA, S.A. partially compensated with the evolution of "Repurchase agreement" of BBVA, S.A.
As of December 31, 2023, 2022 and 2021 “Short positions” include €14,914 million, €12,544 million and €14,298 million, respectively, held with general governments.
10.2Derivatives
The derivatives portfolio arises from the Group’s need to manage the risks it is exposed to in the normal course of business and also to market products amongst the Group’s customers. As of December 31, 2023, 2022 and 2021, trading derivatives were mainly contracted in over-the-counter (OTC) markets, with counterparties, consisting primarily of credit institutions and other financial corporations, and are related to foreign-exchange, interest-rate and equity risk.
Below is a breakdown by type of risk and market, of the fair value and notional amounts of derivatives recognized in the consolidated balance sheets, divided into organized and OTC markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives by type of risk and by product or by type of market (Millions of Euros) |
|
2023 |
2022 |
2021 |
|
Assets |
Liabilities |
Notional amount - Total |
Assets |
Liabilities |
Notional amount - Total |
Assets |
Liabilities |
Notional amount - Total |
| Interest rate |
15,251 |
13,171 |
4,741,629 |
19,563 |
18,220 |
4,286,531 |
15,782 |
15,615 |
3,902,760 |
| OTC |
15,248 |
13,167 |
4,722,314 |
19,558 |
18,215 |
4,278,249 |
15,774 |
15,610 |
3,884,561 |
| Organized market |
3 |
4 |
19,315 |
5 |
5 |
8,282 |
8 |
5 |
18,199 |
| Equity instruments |
2,587 |
3,723 |
70,804 |
3,067 |
3,770 |
76,749 |
2,802 |
4,123 |
72,656 |
| OTC |
1,212 |
2,551 |
49,038 |
1,810 |
2,127 |
52,739 |
775 |
1,930 |
48,695 |
| Organized market |
1,375 |
1,172 |
21,767 |
1,257 |
1,643 |
24,010 |
2,028 |
2,192 |
23,962 |
| Foreign exchange and gold |
15,911 |
15,608 |
632,780 |
16,971 |
15,528 |
589,705 |
12,104 |
11,471 |
533,395 |
| OTC |
15,889 |
15,590 |
623,203 |
16,954 |
15,505 |
580,850 |
12,090 |
11,445 |
526,590 |
| Organized market |
22 |
18 |
9,577 |
17 |
23 |
8,855 |
14 |
26 |
6,805 |
| Credit |
543 |
542 |
31,478 |
299 |
383 |
43,450 |
236 |
490 |
19,937 |
| Credit default swap |
540 |
528 |
29,844 |
293 |
282 |
41,760 |
236 |
254 |
18,121 |
| Credit spread option |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Total return swap |
3 |
14 |
1,475 |
7 |
101 |
1,665 |
— |
236 |
1,815 |
| Other |
— |
— |
159 |
— |
— |
25 |
— |
— |
— |
| Commodities |
1 |
1 |
169 |
9 |
8 |
60 |
8 |
7 |
149 |
| DERIVATIVES |
34,293 |
33,045 |
5,476,860 |
39,908 |
37,909 |
4,996,495 |
30,933 |
31,705 |
4,528,897 |
| Of which: OTC - credit institutions |
23,998 |
23,977 |
1,463,433 |
28,385 |
26,454 |
1,205,895 |
21,069 |
22,488 |
1,073,921 |
| Of which: OTC - other financial corporations |
5,042 |
4,412 |
3,815,162 |
5,745 |
4,493 |
3,587,546 |
3,300 |
3,075 |
3,257,382 |
| Of which: OTC - other |
3,854 |
3,461 |
147,310 |
4,501 |
5,290 |
161,882 |
4,514 |
3,919 |
148,629 |
11.Non-trading financial assets mandatorily at fair value through profit or loss
The breakdown of the balance under this heading in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-trading financial assets mandatorily at fair value through profit or loss (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
Equity instruments (1) |
7.2.2 |
7,963 |
6,511 |
5,303 |
| Debt securities |
7.2.2 |
484 |
129 |
128 |
| Loans and advances to customers |
7.2.2 |
290 |
247 |
655 |
| Total |
8.1 |
8,737 |
6,888 |
6,086 |
(1) As of December 31, 2023, BBVA maintains a direct stake in Neon Payments Limited of 22.6% of its capital stock (see Note 3).
12.Financial assets and liabilities designated at fair value through profit or loss
The breakdown of the balance under these headings in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets and liabilities designated at fair value through profit or loss (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| ASSETS |
|
|
|
|
| Debt securities |
7.2.2 / 8.1 |
955 |
913 |
1,092 |
|
|
|
|
|
| LIABILITIES |
|
|
|
|
| Customer deposits |
|
717 |
700 |
809 |
| Debt certificates issued |
|
3,977 |
3,288 |
3,396 |
| Other financial liabilities: Unit-linked products |
|
8,605 |
6,592 |
5,479 |
|
|
|
|
|
Total liabilities |
8.1 |
13,299 |
10,580 |
9,683 |
Within “Financial liabilities designated at fair value through profit or loss”, liabilities linked to insurance products where the policyholder bears the risk (unit-link) are recorded. Since the liabilities linked to insurance products in which the policyholder assumes the risk are valued the same way as the assets associated to these insurance products, there is no credit risk component borne by the Group in relation to these liabilities.
In addition, the assets and liabilities are included in these headings to reduce inconsistencies (asymmetries) in the valuation of those operations and those used to manage their risk.
13.Financial assets at fair value through other comprehensive income
13.1Breakdown of the balance
The breakdown of the balance by the main financial instruments in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Equity instruments |
7.2.2 |
1,217 |
1,198 |
1,320 |
Debt securities (1) |
|
60,963 |
64,150 |
59,074 |
| Loans and advances to credit institutions |
7.2.2 |
26 |
26 |
27 |
| Total |
8.1 |
62,205 |
65,374 |
60,421 |
| Of which: loss allowances of debt securities |
|
(84) |
(123) |
(74) |
(1) This includes redesignations from the heading "Financial assets at amortized cost" due to the application of IFRS 17 (see Notes 1.3 and 2.3 and Appendix X). During financial years 2023, 2022 and 2021, there have been no other significant reclassifications from the heading “Financial assets at fair value through other comprehensive income” to other headings or from other headings to “Financial assets at fair value through other comprehensive income”.
13.2Equity instruments
The breakdown of the balance under the heading "Equity instruments" of the consolidated financial statements as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income. Equity instruments (Millions of Euros) |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Listed equity instruments |
|
|
|
|
|
|
|
|
|
|
|
|
| Spanish companies shares |
|
|
|
987 |
|
|
|
960 |
|
|
|
1,088 |
| Foreign companies shares |
|
|
|
111 |
|
|
|
138 |
|
|
|
125 |
| Mexico |
|
|
|
33 |
|
|
|
31 |
|
|
|
29 |
| The United States |
|
|
|
52 |
|
|
|
44 |
|
|
|
29 |
| Turkey |
|
|
|
6 |
|
|
|
7 |
|
|
|
5 |
| Other countries |
|
|
|
20 |
|
|
|
56 |
|
|
|
63 |
| Subtotal listed equity instruments |
|
|
|
1,098 |
|
|
|
1,098 |
|
|
|
1,214 |
| Unlisted equity instruments |
|
|
|
|
|
|
|
|
|
|
|
|
| Spanish companies shares |
|
|
|
12 |
|
|
|
12 |
|
|
|
11 |
| Foreign companies shares |
|
|
|
106 |
|
|
|
87 |
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal unlisted equity instruments |
|
|
|
119 |
|
|
|
100 |
|
|
|
107 |
| Total |
|
|
|
1,217 |
|
|
|
1,198 |
|
|
|
1,320 |
13.3Debt securities
The breakdown of the balance under the heading “Debt securities” of the consolidated financial statements as of December 31, 2023, 2022 and 2021, broken down by issuers, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income. Debt securities (Millions of Euros) |
|
|
|
|
2023 |
|
|
|
2022 ⁽¹⁾ |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Domestic debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
| Government and other government agency |
|
|
|
13,757 |
|
|
|
17,429 |
|
|
|
16,544 |
| Central banks |
|
|
|
— |
|
|
|
— |
|
|
|
— |
| Credit institutions |
|
|
|
901 |
|
|
|
854 |
|
|
|
1,176 |
| Other issuers |
|
|
|
454 |
|
|
|
495 |
|
|
|
635 |
| Subtotal |
|
|
|
15,111 |
|
|
|
18,779 |
|
|
|
18,355 |
| Foreign debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
| Mexico |
|
|
|
21,714 |
|
|
|
16,819 |
|
|
|
10,769 |
| Government and other government agency |
|
|
|
20,364 |
|
|
|
15,452 |
|
|
|
10,141 |
| Central banks |
|
|
|
— |
|
|
|
— |
|
|
|
— |
| Credit institutions |
|
|
|
886 |
|
|
|
777 |
|
|
|
118 |
| Other issuers |
|
|
|
464 |
|
|
|
590 |
|
|
|
510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The United States |
|
|
|
6,344 |
|
|
|
5,202 |
|
|
|
3,926 |
| Government and other government agency |
|
|
|
3,174 |
|
|
|
2,716 |
|
|
|
1,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Central banks |
|
|
|
— |
|
|
|
— |
|
|
|
— |
| Credit institutions |
|
|
|
88 |
|
|
|
93 |
|
|
|
116 |
| Other issuers |
|
|
|
3,082 |
|
|
|
2,393 |
|
|
|
2,065 |
| Turkey |
|
|
|
2,459 |
|
|
|
3,858 |
|
|
|
2,920 |
| Government and other government agency |
|
|
|
2,445 |
|
|
|
3,858 |
|
|
|
2,920 |
| Central banks |
|
|
|
— |
|
|
|
— |
|
|
|
— |
| Credit institutions |
|
|
|
— |
|
|
|
— |
|
|
|
— |
| Other issuers |
|
|
|
14 |
|
|
|
— |
|
|
|
— |
| Other countries |
|
|
|
15,336 |
|
|
|
19,493 |
|
|
|
23,105 |
| Other foreign governments and government agency |
|
|
|
8,961 |
|
|
|
10,340 |
|
|
|
14,960 |
| Central banks |
|
|
|
508 |
|
|
|
3,094 |
|
|
|
1,696 |
| Credit institutions |
|
|
|
1,895 |
|
|
|
2,167 |
|
|
|
2,448 |
| Other issuers |
|
|
|
3,971 |
|
|
|
3,892 |
|
|
|
4,001 |
| Subtotal |
|
|
|
45,852 |
|
|
|
45,372 |
|
|
|
40,719 |
| Total |
|
|
|
60,963 |
|
|
|
64,150 |
|
|
|
59,074 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The credit ratings of the issuers of debt securities as of December 31, 2023, 2022 and 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities by rating |
|
2023 |
2022 ⁽¹⁾ |
2021 |
|
Fair value (Millions of Euros)
|
% |
Fair value (Millions of Euros)
|
% |
Fair value (Millions of euros)
|
% |
| AAA |
1,000 |
1.6 |
% |
3,339 |
5.2 |
% |
2,413 |
4.1 |
% |
| AA+ |
3,685 |
6.0 |
% |
490 |
0.8 |
% |
586 |
1.0 |
% |
| AA |
384 |
0.6 |
% |
420 |
0.7 |
% |
646 |
1.1 |
% |
| AA- |
642 |
1.1 |
% |
501 |
0.8 |
% |
327 |
0.6 |
% |
| A+ |
1,798 |
3.0 |
% |
3,866 |
6.0 |
% |
6,179 |
10.5 |
% |
| A |
1,747 |
2.9 |
% |
1,725 |
2.7 |
% |
1,676 |
2.8 |
% |
| A- |
16,009 |
26.3 |
% |
20,350 |
31.7 |
% |
18,760 |
31.8 |
% |
| BBB+ |
22,854 |
37.5 |
% |
17,252 |
26.9 |
% |
11,465 |
19.4 |
% |
| BBB |
8,327 |
13.7 |
% |
7,470 |
11.6 |
% |
10,961 |
18.6 |
% |
| BBB- |
858 |
1.4 |
% |
1,111 |
1.7 |
% |
1,310 |
2.2 |
% |
| BB+ or below |
3,480 |
5.7 |
% |
7,366 |
11.5 |
% |
4,379 |
7.4 |
% |
| Unclassified |
178 |
0.3 |
% |
258 |
0.4 |
% |
372 |
0.6 |
% |
| Total |
60,963 |
100.0 |
% |
64,150 |
100.0 |
% |
59,074 |
100.0 |
% |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
13.4Gains/losses
The changes in the gains/losses (net of taxes) in 2023, 2022 and 2021 of debt securities recognized under the equity heading “Accumulated other comprehensive income (loss) – Items that may be reclassified to profit or loss – Fair value changes of debt instruments measured at fair value through other comprehensive income” and equity instruments recognized under the equity heading “Accumulated other comprehensive income (loss) – Items that will not be reclassified to profit or loss –Fair value changes of equity instruments measured at fair value through other comprehensive income” in the consolidated balance sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income - Changes in gains (losses) (Millions of Euros) |
|
|
Debt securities |
Equity instruments |
|
Notes |
2023 |
2022 ⁽¹⁾ |
2021 |
2023 |
2022 ⁽¹⁾ |
2021 |
| Balance at the beginning |
|
(809) |
1,274 |
2,069 |
(1,194) |
(1,079) |
(1,256) |
| Valuation gains and losses |
|
659 |
(3,049) |
(1,058) |
80 |
(112) |
183 |
| Amounts transferred to income |
|
5 |
20 |
(63) |
|
|
|
| Amounts transferred to Reserves |
|
|
|
|
2 |
(2) |
— |
| Income tax and other |
|
(211) |
946 |
325 |
(1) |
(1) |
(7) |
| Balance at the end |
30 |
(357) |
(809) |
1,274 |
(1,112) |
(1,194) |
(1,079) |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
In 2023, 2022 and 2021, equity instruments presented an increase of €80 million, a decrease of €112 million and an increase of €183 million, respectively, in the heading “Gains and losses from valuation - Accumulated other comprehensive income - Items that will not be reclassified to profit and loss - Fair value changes of equity instruments measured at fair value through other comprehensive income”, mainly due to changes in Telefonica’s share price. Likewise, the valuations of debt securities have been affected by the evolution of interest rates.
14.Financial assets at amortized cost
14.1Breakdown of the balance
The breakdown of the balance under this heading in the consolidated balance sheets, according to the nature of the financial instrument, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at amortized cost (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Debt securities ⁽¹⁾ |
|
49,462 |
36,639 |
34,781 |
| Central banks |
|
22 |
21 |
15 |
| Government |
|
45,124 |
34,648 |
32,130 |
| Credit institutions |
|
2,366 |
400 |
817 |
| Other financial corporations |
|
923 |
602 |
525 |
| Non-financial corporations |
|
1,027 |
967 |
1,295 |
| Loans and advances to central banks |
|
7,151 |
4,401 |
5,681 |
| Loans and advances to credit institutions |
|
17,477 |
16,031 |
13,276 |
| Reverse repurchase agreement |
|
5,786 |
5,251 |
2,788 |
| Other loans and advances |
|
11,690 |
10,780 |
10,488 |
| Loans and advances to customers |
7.2.2 |
377,643 |
357,351 |
318,939 |
| Government |
|
23,265 |
20,892 |
19,682 |
| Other financial corporations |
|
13,251 |
12,765 |
9,804 |
| Non-financial corporations |
|
171,063 |
165,433 |
140,993 |
| Other |
|
170,063 |
158,261 |
148,461 |
| Total |
8.1 |
451,732 |
414,421 |
372,676 |
| Of which: impaired assets of loans and advances to customers |
7.2.2 |
14,444 |
13,493 |
14,657 |
| Of which: loss allowances of loans and advances |
7.2.5 |
(11,316) |
(11,291) |
(11,142) |
| Of which: loss allowances of debt securities |
|
(82) |
(91) |
(52) |
(1) This includes redesignations to the heading "Financial assets at fair value through other comprehensive income" due to the application of IFRS 17 (see Notes 1.3, 2.3 and Appendix X). During 2023, 2022 and 2021, there have been no other significant reclassifications from the heading “Financial assets at amortized cost” to other headings or from other headings to “Financial assets at amortized cost”.
14.2Debt securities
The breakdown of the balance under the heading “Debt securities” in the consolidated balance sheets, according to the issuer of the debt securities, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets at amortized cost. Debt securities. (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Domestic debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
| Government and other government agencies |
25,857 |
|
|
|
18,397 |
|
|
|
17,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit institutions |
1,028 |
|
|
|
— |
|
|
|
— |
|
|
|
| Other issuers |
230 |
|
|
|
144 |
|
|
|
337 |
|
|
|
| Subtotal |
27,114 |
|
|
|
18,541 |
|
|
|
18,031 |
|
|
|
| Foreign debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
| Mexico |
6,277 |
|
|
|
4,222 |
|
|
|
8,464 |
|
|
|
| Government and other government agencies |
6,205 |
|
|
|
4,198 |
|
|
|
7,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit institutions |
72 |
|
|
|
24 |
|
|
|
614 |
|
|
|
| Other issuers |
— |
|
|
|
|
|
|
|
181 |
|
|
|
| The United States |
2,229 |
|
|
|
2,215 |
|
|
|
93 |
|
|
|
| Government and other government agencies |
2,188 |
|
|
|
2,159 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit institutions |
19 |
|
|
|
25 |
|
|
|
26 |
|
|
|
| Other issuers |
21 |
|
|
|
31 |
|
|
|
57 |
|
|
|
| Turkey |
6,284 |
|
|
|
5,332 |
|
|
|
2,634 |
|
|
|
| Government and other government agencies |
6,167 |
|
|
|
5,325 |
|
|
|
2,628 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit institutions |
8 |
|
|
|
6 |
|
|
|
5 |
|
|
|
| Other issuers |
109 |
|
|
|
— |
|
|
|
— |
|
|
|
| Other countries |
7,558 |
|
|
|
6,328 |
|
|
|
5,559 |
|
|
|
| Other foreign governments and other government agency |
4,707 |
|
|
|
4,568 |
|
|
|
4,144 |
|
|
|
| Central banks |
22 |
|
|
|
21 |
|
|
|
— |
|
|
|
| Credit institutions |
1,239 |
|
|
|
345 |
|
|
|
171 |
|
|
|
| Other issuers |
1,591 |
|
|
|
1,394 |
|
|
|
1,243 |
|
|
|
| Subtotal |
22,348 |
|
|
|
18,097 |
|
|
|
16,750 |
|
|
|
| Total |
49,462 |
|
|
|
36,639 |
|
|
|
34,781 |
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
As of December 31, 2023, 2022 and 2021, the distribution according to the credit quality (ratings) of the issuers of debt securities classified as financial assets at amortized cost, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt securities by rating |
|
2023 |
2022 ⁽¹⁾ |
2021 |
|
Carrying amount (Millions of Euros)
|
% |
Carrying amount (Millions of Euros)
|
% |
Carrying amount (Millions of Euros)
|
% |
| AAA |
1,829 |
3.7 |
% |
3,068 |
8.4 |
% |
143 |
0.4 |
% |
| AA+ |
3,096 |
6.3 |
% |
217 |
0.6 |
% |
77 |
0.2 |
% |
| AA |
142 |
0.3 |
% |
82 |
0.2 |
% |
76 |
0.2 |
% |
| AA- |
60 |
0.1 |
% |
76 |
0.2 |
% |
69 |
0.2 |
% |
| A+ |
25 |
0.1 |
% |
13 |
— |
% |
62 |
0.2 |
% |
| A |
444 |
0.9 |
% |
524 |
1.4 |
% |
619 |
1.8 |
% |
| A- |
24,739 |
50.0 |
% |
17,050 |
46.5 |
% |
16,312 |
46.9 |
% |
| BBB+ |
6,615 |
13.4 |
% |
4,710 |
12.9 |
% |
9,336 |
26.8 |
% |
| BBB |
4,551 |
9.2 |
% |
4,091 |
11.2 |
% |
3,853 |
11.1 |
% |
| BBB- |
548 |
1.1 |
% |
351 |
1.0 |
% |
527 |
1.5 |
% |
| BB+ or below |
6,642 |
13.4 |
% |
5,789 |
15.8 |
% |
3,120 |
9.0 |
% |
| Unclassified |
772 |
1.6 |
% |
667 |
1.8 |
% |
587 |
1.7 |
% |
| Total |
49,462 |
100.0 |
% |
36,639 |
100.0 |
% |
34,781 |
100.0 |
% |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
14.3Loans and advances to customers
The breakdown of the balance under this heading in the consolidated balance sheets, according to their nature, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances to customers (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| On demand and short notice |
3,040 |
4,101 |
3,161 |
| Credit card debt |
22,889 |
18,898 |
14,030 |
| Trade receivables |
25,096 |
25,987 |
19,524 |
| Finance leases |
9,463 |
8,571 |
7,911 |
| Reverse repurchase agreement |
92 |
102 |
23 |
| Other term loans |
312,186 |
294,059 |
268,047 |
| Advances that are not loans |
4,877 |
5,633 |
6,243 |
| Total |
377,643 |
357,351 |
318,939 |
|
|
|
|
|
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The following table sets forth a breakdown of the gross carrying amount "Loans and advances to customers" with maturity greater than one year by fixed and variable rate as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans and advances maturing in more than one year by fixed and variable rate (Millions of Euros) |
|
2023 |
2022 |
2021 |
|
Domestic |
Foreign |
Total |
Domestic |
Foreign |
Total |
Domestic |
Foreign |
Total |
| Fixed rate |
63,060 |
77,381 |
140,441 |
59,394 |
67,874 |
127,269 |
56,756 |
62,228 |
118,984 |
| Variable rate |
66,188 |
61,723 |
127,911 |
69,647 |
53,440 |
123,087 |
75,544 |
44,237 |
119,781 |
| Total |
129,248 |
139,104 |
268,352 |
129,042 |
121,314 |
250,356 |
132,300 |
106,465 |
238,765 |
As of December 31, 2023, 2022 and 2021, 52%, 51% and 50%, respectively, of "Loans and advances to customers" with maturity greater than one year have fixed-interest rates and 48%, 49% and 50%, respectively, have variable interest rates.
This heading also includes some loans that have been securitized. The balances recognized in the consolidated balance sheets corresponding to these securitized loans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Securitized loans (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Securitized mortgage assets |
20,406 |
23,290 |
23,695 |
| Other securitized assets |
8,493 |
5,495 |
6,547 |
| Total |
28,899 |
28,784 |
30,242 |
Furthermore, this heading includes a deposit with the Bank of France associated with the contribution by the BBVA Group to the Single Resolution Fund for the years 2018, 2017 and 2016, which was made in the form of an irrevocable payment commitment and which amount is considered to be recoverable as of December 31, 2023. The resolution of the appeal filed by a financial institution outside the Group against the decision of the Court of Justice of the European Union rejecting the return of amounts deposited is expected throughout 2024, which could lead to a claim by the Single Resolution Board. In any case, the BBVA Group balance of this deposit as of December 31, 2023 was not significant.
15.Hedging derivatives and fair value changes of the hedged items in portfolio hedges of interest rate risk
The balance of these headings in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives – Hedge accounting and fair value changes of the hedged items in portfolio hedge of interest rate risk (Millions of Euros) |
|
2023 |
2022 |
2021 |
| ASSETS |
|
|
|
| Derivatives - Hedge accounting |
1,482 |
1,891 |
1,805 |
| Fair value changes of the hedged items in portfolio hedges of interest rate risk |
(97) |
(148) |
5 |
| LIABILITIES |
|
|
|
| Derivatives - Hedge accounting |
2,625 |
3,303 |
2,626 |
| Fair value changes of the hedged items in portfolio hedges of interest rate risk |
— |
— |
— |
As of December 31, 2023, 2022 and 2021, the main positions hedged by the Group and the derivatives designated to hedge those positions were:
–Fair value hedging:
a.Fixed-interest debt securities at fair value through other comprehensive income and at amortized cost: The interest rate risk of these securities is hedged using interest rate derivatives (fixed-variable swaps) and forward sales.
b.Long-term fixed-interest debt securities issued by the Bank: the interest rate risk of these securities is hedged using interest rate derivatives (fixed-variable swaps).
c.Fixed-interest loans: The equity price risk of these instruments is hedged using interest rate derivatives (fixed-variable swaps).
d.Fixed-interest and/or embedded derivative deposit portfolio hedges: it covers the interest rate risk through fixed-variable swaps. The valuation of the borrowed deposits corresponding to the interest rate risk is in the heading "Fair value changes of the hedged items in portfolio hedges of interest rate risk”.
–Cash-flow hedges: Most of the hedged items are floating interest-rate loans and asset hedges linked to the inflation of the amortized cost portfolio and the financial assets at fair value through other comprehensive income portfolio. This risk is hedged using foreign-exchange, interest-rate swaps, inflation and FRA (Forward Rate Agreement).
–Net foreign-currency investment hedges: These hedged risks are foreign-currency investments in the Group’s foreign subsidiaries. This risk is hedged mainly with foreign-exchange options and forward currency sales and purchases (see Note 30).
Note 7 analyzes the Group’s main risks that are hedged using these financial instruments.
The details of the net positions by hedged risk of the fair value of the hedging derivatives recognized in the consolidated balance sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives - Hedge accounting. Breakdown by type of risk and type of hedge (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
|
|
Assets |
Liabilities |
Assets |
Liabilities |
Assets |
Liabilities |
| Interest rate |
|
422 |
364 |
656 |
376 |
697 |
322 |
| OTC |
|
422 |
364 |
656 |
376 |
697 |
322 |
| Organized market |
|
— |
— |
— |
— |
— |
— |
| Equity |
|
— |
— |
— |
— |
— |
— |
| OTC |
|
— |
— |
— |
— |
— |
— |
| Organized market |
|
— |
— |
— |
— |
— |
— |
| Foreign exchange and gold |
|
221 |
31 |
259 |
83 |
463 |
135 |
| OTC |
|
221 |
31 |
259 |
83 |
463 |
135 |
| Organized market |
|
— |
— |
— |
— |
— |
— |
| Credit |
|
— |
— |
— |
— |
— |
— |
| Commodities |
|
— |
— |
— |
— |
— |
— |
| Other |
|
— |
— |
|
|
— |
— |
| FAIR VALUE HEDGES |
|
644 |
395 |
915 |
459 |
1,160 |
457 |
| Interest rate |
|
490 |
2,048 |
470 |
2,763 |
228 |
1,786 |
| OTC |
|
483 |
2,048 |
454 |
2,763 |
226 |
1,786 |
| Organized market |
|
7 |
— |
16 |
|
2 |
— |
| Equity |
|
— |
— |
— |
— |
— |
— |
| Foreign exchange and gold |
|
291 |
41 |
239 |
46 |
180 |
79 |
| OTC |
|
291 |
41 |
239 |
45 |
180 |
79 |
| Organized market |
|
— |
1 |
— |
1 |
— |
— |
| Credit |
|
— |
— |
— |
— |
— |
— |
| Commodities |
|
— |
— |
— |
— |
— |
— |
| Other |
|
— |
— |
— |
— |
— |
— |
| CASH FLOW HEDGES |
|
781 |
2,089 |
708 |
2,809 |
408 |
1,865 |
| HEDGE OF NET INVESTMENTS IN A FOREIGN OPERATION |
|
27 |
136 |
213 |
26 |
198 |
196 |
| PORTFOLIO FAIR VALUE HEDGES OF INTEREST RATE RISK |
|
3 |
5 |
7 |
8 |
18 |
95 |
| PORTFOLIO CASH FLOW HEDGES OF INTEREST RATE RISK |
|
27 |
— |
48 |
1 |
21 |
13 |
| DERIVATIVES-HEDGE ACCOUNTING |
8.1 |
1,482 |
2,625 |
1,891 |
3,303 |
1,805 |
2,626 |
of which:
OTC - credit institutions |
|
1,237 |
2,404 |
1,577 |
2,911 |
1,454 |
2,248 |
of which:
OTC - other financial corporations |
|
237 |
221 |
297 |
391 |
349 |
378 |
|
|
|
|
|
|
|
|
Below there is a breakdown of the items covered by fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hedged items in fair value hedges (Millions of Euros) |
|
Carrying amount |
Hedge adjustments included in the carrying amount of assets/liabilities ⁽¹⁾ |
Remaining adjustments for discontinued micro hedges including hedges of net positions ⁽¹⁾ |
Hedged items in portfolio hedge of interest rate risk |
Recognized ineffectiveness in profit or loss |
|
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
2023 |
2022 |
| ASSETS |
|
|
|
|
|
|
|
|
|
|
| Financial assets measured at fair value through other comprehensive income |
11,308 |
13,667 |
(652) |
(1,024) |
172 |
2 |
— |
— |
(5) |
(45) |
| Debt securities |
11,308 |
13,667 |
(652) |
(1,024) |
172 |
2 |
— |
— |
|
|
| Interest rate |
11,308 |
13,601 |
(652) |
(1,024) |
172 |
2 |
— |
— |
|
|
| Foreign exchange and gold |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Other |
— |
66 |
— |
— |
— |
— |
— |
— |
|
|
| Loans and advances |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Interest rate |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Foreign exchange and gold |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Other |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Financial assets measured at amortized cost |
3,248 |
4,838 |
(114) |
(485) |
685 |
13 |
936 |
1,179 |
14 |
— |
| Debt securities |
2,304 |
4,164 |
(119) |
(397) |
685 |
13 |
— |
— |
|
|
| Interest rate |
2,304 |
4,164 |
(119) |
(397) |
685 |
13 |
— |
— |
|
|
| Foreign exchange and gold |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
| Loans and advances |
944 |
675 |
5 |
(88) |
— |
— |
936 |
1,179 |
|
|
| Interest rate |
944 |
672 |
5 |
(88) |
— |
— |
936 |
1,179 |
|
|
| Foreign exchange and gold |
— |
3 |
— |
— |
— |
— |
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
| Financial liabilities measured at amortized costs |
47,180 |
34,898 |
509 |
1,299 |
— |
— |
— |
— |
(20) |
(5) |
| Debt securities issued |
37,916 |
33,447 |
600 |
1,372 |
— |
— |
— |
— |
|
|
| Interest rate |
37,915 |
33,447 |
600 |
1,372 |
— |
— |
— |
— |
|
|
| Foreign exchange and gold |
1 |
— |
— |
— |
— |
— |
— |
— |
|
|
| Deposits |
9,263 |
1,451 |
(91) |
(73) |
— |
— |
— |
— |
|
|
| Interest rate |
9,258 |
1,446 |
(91) |
(73) |
— |
— |
— |
— |
|
|
| Foreign exchange and gold |
5 |
5 |
— |
— |
— |
— |
— |
— |
|
|
(1) The balance of discontinued hedges is not significant.
The following is the breakdown, by their notional maturities, of the hedging instruments as of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Calendar of the notional maturities of the hedging instruments (Millions of Euros) |
|
Up to 3 months |
From 3 months to 1 year |
From 1 to 5 years |
More than 5 years |
Total |
| FAIR VALUE HEDGES |
6,235 |
15,249 |
28,110 |
13,953 |
63,547 |
| Of which: Interest rate |
5,627 |
15,230 |
27,360 |
13,091 |
61,308 |
| CASH FLOW HEDGES |
7,819 |
9,691 |
14,635 |
4,963 |
37,107 |
| Of which: Interest rate |
7,819 |
9,683 |
13,232 |
2,843 |
33,577 |
| HEDGE OF NET INVESTMENTS IN A FOREIGN OPERATION |
11,391 |
1,343 |
— |
— |
12,735 |
| PORTFOLIO FAIR VALUE HEDGES OF INTEREST RATE RISK |
250 |
597 |
1,828 |
747 |
3,423 |
| PORTFOLIO CASH FLOW HEDGES OF INTEREST RATE RISK |
— |
— |
311 |
46 |
358 |
| DERIVATIVES-HEDGE ACCOUNTING |
25,695 |
26,881 |
44,884 |
19,709 |
117,169 |
In 2023, 2022 and 2021, there was no reclassification in the consolidated income statements of any amount corresponding to cash flow hedges that was previously recognized in equity (see Note 41).
The amount for derivatives designated as accounting hedges that did not pass the effectiveness test in the years ended December 31, 2023, 2022 and 2021 were not material.
16.Investments in joint ventures and associates
16.1Joint ventures and associates
The breakdown of the balance of “Investments in joint ventures and associates” in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Joint ventures and associates. Breakdown by entities (Millions of Euros) |
|
|
|
|
|
| Joint ventures |
2023 |
2022 |
2021 |
| Altura Markets, S.V., S.A. |
31 |
42 |
76 |
| RCI Colombia |
40 |
36 |
40 |
| Desarrollos Metropolitanos del Sur, S.L. |
— |
— |
18 |
| Other |
22 |
22 |
18 |
| Subtotal |
93 |
100 |
152 |
| Associates |
|
|
|
| Metrovacesa, S.A. |
259 |
259 |
259 |
| BBVA Allianz Seguros y Reaseguros, S.A. |
251 |
248 |
254 |
| Atom Holdco Ltd |
211 |
132 |
77 |
| Solaris SE |
34 |
66 |
61 |
| Cofides |
35 |
31 |
28 |
| Redsys servicios de procesamiento, S.L. |
22 |
20 |
19 |
| Servicios Electrónicos Globales S.A. de CV |
36 |
23 |
15 |
| Other |
37 |
37 |
35 |
| Subtotal |
883 |
816 |
749 |
| Total |
976 |
916 |
900 |
Details of the joint ventures and associates as of December 31, 2023 are shown in Appendix II.
The following is a summary of the changes in the years ended December 31, 2023, 2022 and 2021 under this heading in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Joint ventures and associates. Changes in the year (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Balance at the beginning |
|
916 |
900 |
1,437 |
| Acquisitions and capital increases |
|
95 |
87 |
22 |
| Disposals and capital reductions |
|
(42) |
(88) |
(1) |
| Transfers and changes of consolidation method |
|
4 |
— |
(559) |
| Share of profit and loss |
39 |
26 |
20 |
1 |
| Exchange differences |
|
16 |
(1) |
9 |
Impairment / reversal of impairment ⁽¹⁾ |
|
(9) |
42 |
— |
| Dividends, valuation adjustments and other |
|
(30) |
(44) |
(9) |
| Balance at the end |
|
976 |
916 |
900 |
(1) See Note 16.3.
During the years 2023 and 2022, the most significant changes under the heading "Investment in joint ventures and associates" correspond to capital increases in Atom Holdco Limited. During the year 2022 Atom Holdco Limited, the owner of 100% of the shares of Atom Bank PLC, was created. BBVA became a shareholder of Atom Holdco Limited under the same terms and conditions as those previously applicable under the agreement with Atom Bank PLC.
During the year 2021, the most significant changes in the heading “Investment in joint ventures and associates” correspond to the reclassification of the 20% stake in Divarian Property, S.A.U. under the heading "Non-current assets and disposal groups classified as held for sale" in July 2021 and their subsequent sale in October 2021.
Appendix III provides notifications on acquisitions and disposals of holdings in subsidiaries, joint ventures and associates, in compliance with article 155 of the Corporations Act and article 125 of the Securities Market Act 4/2015.
16.2Other information about associates and joint ventures
If these entities had been consolidated rather than accounted for using the equity method, the change in each of the lines of balance sheet and the consolidated income statement would not be significant.
As of December 31, 2023, 2022 and 2021 there was no financial support agreement or other contractual commitment to associates and joint ventures entities from the holding or the subsidiaries that are not recognized in the financial statements (see Note 53.2).
As of December 31, 2023, 2022 and 2021 there was no contingent liability in connection with the investments in joint ventures and associates (see Note 53.2).
16.3Impairment
As required by IAS 36, the book value of the associates and joint venture entities has been compared with their recoverable amount, with the latter being calculated as the higher between the value in use and the fair value minus the cost of sale. For the year ended December 31, 2023, an impairment was recorded for €9 million; for the year ended December 31, 2022, a reversal of impairment was recorded for €42 million; while for the year ended December 31, 2021, there was no impairment recorded in the Group's consolidated income statement (see Note 48).
17.Tangible assets
The breakdown and movement of the balance and changes of this heading in the consolidated balance sheets, according to the nature of the related items, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tangible assets. Breakdown by type of assets and changes in the year 2023 (Millions of Euros) |
|
|
Land and buildings |
Work in progress |
Furniture, fixtures and vehicles |
Right to use asset |
Investment Properties |
Assets leased out under an operating lease |
Total |
|
Notes |
Own use |
Investment Properties |
|
| Cost |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
6,255 |
93 |
5,833 |
1,871 |
214 |
242 |
582 |
15,089 |
| Additions |
|
270 |
190 |
549 |
499 |
10 |
39 |
238 |
1,795 |
| Retirements |
|
(19) |
(4) |
(117) |
(195) |
— |
(10) |
(4) |
(349) |
Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
12 |
(72) |
41 |
(18) |
15 |
— |
— |
(22) |
Exchange difference and other |
|
(113) |
(8) |
118 |
55 |
— |
(115) |
(16) |
(79) |
| Balance at the end |
|
6,405 |
199 |
6,424 |
2,212 |
238 |
156 |
800 |
16,432 |
|
|
|
|
|
|
|
|
|
|
| Accrued depreciation |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
1,064 |
— |
4,204 |
653 |
70 |
23 |
52 |
6,066 |
| Additions |
45 |
121 |
— |
426 |
296 |
21 |
3 |
— |
867 |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements |
|
(9) |
— |
(73) |
(26) |
— |
(1) |
(1) |
(111) |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(2) |
— |
(7) |
(5) |
3 |
1 |
— |
(11) |
| Exchange difference and other |
|
52 |
— |
57 |
(12) |
— |
(9) |
(3) |
85 |
| Balance at the end |
|
1,226 |
— |
4,606 |
906 |
93 |
17 |
49 |
6,896 |
|
|
— |
— |
— |
— |
— |
— |
|
|
| Impairment |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
154 |
— |
— |
65 |
50 |
17 |
— |
286 |
| Additions |
49 |
15 |
— |
1 |
(14) |
12 |
2 |
— |
16 |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Exchange difference and other |
|
(3) |
— |
(1) |
(11) |
— |
(3) |
— |
(18) |
| Balance at the end |
|
166 |
— |
— |
40 |
61 |
15 |
— |
283 |
| Net tangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
5,036 |
93 |
1,629 |
1,153 |
94 |
201 |
530 |
8,737 |
| Balance at the end |
|
5,013 |
199 |
1,817 |
1,266 |
84 |
124 |
751 |
9,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tangible assets. Breakdown by type of assets and changes in the year 2022 (Millions of Euros) |
|
|
|
|
|
Right to use asset |
Investment properties |
Assets leased out under an operating lease |
Total |
|
Notes |
Land and buildings |
Work in progress |
Furniture, fixtures and vehicles |
Own use |
Investment properties |
| Cost |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
4,350 |
67 |
5,388 |
3,154 |
162 |
147 |
267 |
13,535 |
| Additions |
|
366 |
71 |
475 |
578 |
19 |
95 |
122 |
1,726 |
| Retirements |
|
(4) |
— |
(140) |
(1,620) |
(1) |
(19) |
— |
(1,784) |
| Acquisition of subsidiaries in the year ⁽¹⁾ |
|
1,392 |
— |
— |
— |
— |
— |
— |
1,392 |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(21) |
(54) |
(40) |
(274) |
33 |
(4) |
— |
(360) |
| Exchange difference and other ⁽²⁾ |
|
171 |
9 |
150 |
32 |
— |
23 |
193 |
580 |
| Balance at the end |
|
6,255 |
93 |
5,833 |
1,871 |
214 |
242 |
582 |
15,089 |
|
|
|
|
|
|
|
|
|
|
| Accrued depreciation |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
900 |
— |
3,833 |
811 |
47 |
17 |
33 |
5,641 |
| Additions |
45 |
108 |
— |
393 |
295 |
18 |
5 |
— |
818 |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements |
|
(2) |
— |
(132) |
(244) |
— |
(13) |
— |
(392) |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
11 |
— |
52 |
(220) |
6 |
13 |
— |
(139) |
| Exchange difference and other |
|
47 |
— |
59 |
11 |
— |
2 |
19 |
138 |
| Balance at the end |
|
1,064 |
— |
4,204 |
653 |
70 |
23 |
52 |
6,066 |
|
|
|
|
|
|
|
|
|
|
| Impairment |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
114 |
— |
— |
427 |
34 |
21 |
— |
596 |
| Additions |
49 |
(29) |
— |
4 |
(45) |
16 |
2 |
— |
(53) |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Disposal of entities in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(1) |
— |
— |
(7) |
— |
21 |
— |
13 |
| Exchange difference and other |
|
70 |
— |
(4) |
(309) |
— |
(26) |
— |
(270) |
| Balance at the end |
|
154 |
— |
— |
65 |
50 |
17 |
— |
286 |
| Net tangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
3,336 |
67 |
1,555 |
1,916 |
81 |
109 |
234 |
7,298 |
| Balance at the end |
|
5,036 |
93 |
1,629 |
1,153 |
94 |
201 |
530 |
8,737 |
(1) The variation in 2022 corresponds mainly to the closing of the transaction with Merlin Properties in which 100% of the shares of Tree Inversiones Inmobiliarias, SOCIMI, S.A. were acquired by BBVA Group.
(2) The variation in 2022 corresponds mainly to the effect of the IAS 29 "Financial Reporting in Hyperinflationary Economies" implementation in Turkey (see Note 2.2.18).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tangible assets. Breakdown by type of assets and changes in the year 2021 (Millions of euros) |
|
|
|
|
|
Right to use asset |
|
|
Total |
|
Notes |
Land and buildings |
Work in progress |
Furniture, fixtures and vehicles |
Own use |
Investment properties |
Investment properties |
Assets leased out under an operating lease |
|
| Cost |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
4,380 |
52 |
5,515 |
3,061 |
123 |
201 |
345 |
13,677 |
| Additions |
|
58 |
31 |
262 |
230 |
4 |
— |
— |
585 |
| Retirements |
|
(5) |
(1) |
(281) |
(59) |
— |
(1) |
— |
(347) |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
Companies held for sale |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(112) |
(8) |
(29) |
(34) |
35 |
1 |
— |
(147) |
| Exchange difference and other |
|
29 |
(7) |
(79) |
(44) |
— |
(54) |
(78) |
(233) |
| Balance at the end |
|
4,350 |
67 |
5,388 |
3,154 |
162 |
147 |
267 |
13,535 |
|
|
|
|
|
|
|
|
|
|
| Accrued depreciation |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
833 |
— |
3,859 |
582 |
27 |
16 |
54 |
5,371 |
| Additions |
45 |
79 |
— |
358 |
284 |
15 |
4 |
— |
740 |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements |
|
(19) |
— |
(259) |
(16) |
— |
(4) |
— |
(298) |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
Companies held for sale |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(23) |
— |
(17) |
(5) |
5 |
1 |
— |
(39) |
| Exchange difference and other |
|
30 |
— |
(108) |
(34) |
— |
— |
(21) |
(134) |
| Balance at the end |
|
900 |
— |
3,833 |
811 |
47 |
17 |
33 |
5,641 |
|
|
|
|
|
|
|
|
|
|
| Impairment |
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
149 |
— |
— |
274 |
26 |
34 |
— |
483 |
| Additions ⁽¹⁾ |
49 |
— |
— |
1 |
151 |
8 |
1 |
— |
161 |
| Retirements |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Acquisition of subsidiaries in the year |
|
— |
— |
— |
— |
— |
— |
— |
— |
Companies held for sale |
|
— |
— |
— |
— |
— |
— |
— |
— |
| Transfers |
|
(24) |
— |
17 |
— |
— |
2 |
— |
(5) |
| Exchange difference and other |
|
(11) |
— |
(18) |
2 |
— |
(16) |
— |
(43) |
| Balance at the end |
|
114 |
— |
— |
427 |
34 |
21 |
— |
596 |
| Net tangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
3,398 |
52 |
1,656 |
2,205 |
70 |
151 |
291 |
7,823 |
| Balance at the end |
|
3,336 |
67 |
1,555 |
1,916 |
81 |
109 |
234 |
7,298 |
(1) In 2021, it includes allowances on right of use of the rented offices after the agreement with union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain (see Notes 24 and 49).
The right to use asset consists mainly of the rental of commercial real estate premises for central services and the network branches located in the countries where the Group operates whose average term is between 5 and 20 years. The clauses included in rental contracts correspond to a large extent to rental contracts under normal market conditions in the country where the property is rented.
As of December 31, 2023, 2022 and 2021, the cost of fully amortized tangible assets that remained in use were €2,796, €2,443 and €2,318 million respectively while its recoverable residual value was not significant.
The following table shows the detail of the net carrying amount of the tangible assets corresponding to Spanish and foreign subsidiaries as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
| Tangible assets by Spanish and foreign subsidiaries. Net assets values (Millions of euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| BBVA and Spanish subsidiaries |
4,183 |
4,285 |
3,873 |
| Foreign subsidiaries |
5,071 |
4,452 |
3,425 |
| Total |
9,253 |
8,737 |
7,298 |
(1) The variation in 2022 corresponds mainly to the closing of the transaction with Merlin Properties in which 100% of the shares of Tree Inversiones Inmobiliarias, SOCIMI, S.A. were acquired by BBVA Group.
Purchase of Tree Inversiones Inmobiliarias SOCIMI, S.A. (Tree) from Merlin Properties SOCIMI, S.A.
On June 15, 2022, BBVA acquired from Merlin Properties SOCIMI, S.A. the shares representing the entire share capital of Tree Inversiones Inmobiliarias SOCIMI, S.A. (hereinafter “Tree”) for an amount of €1,988 million. This company has 662 properties leased to BBVA that were part of the set of properties that BBVA sold between 2009 and 2010 under a sale and leaseback agreement. Prior to that date, these properties were registered as "Rights of use" in the consolidated balance sheet of the BBVA Group under the headings "Tangible assets - Property, plant and equipment" and "Tangible assets - Investment property", while the payment obligation was reflected under the heading "Financial liabilities at amortized cost – Other financial liabilities", in accordance with IFRS 16 Leases.
The Tree purchase transaction has been considered an asset purchase given that the Group has determined that it is not acquiring a set of activities that present elements that could constitute a business. After the closing of this transaction, the BBVA Group has once again become owner of the properties and recorded them at their acquisition price in the Group's consolidated financial statements as of June 30, 2022. The assets acquired that are not used for the Bank's activity are recorded under the heading "Non-current assets and disposal groups classified as held for sale and liabilities included in disposal groups classified as held for sale" (see Note 21).
The impact of the transaction amounted to €-201 million (losses net of taxes) which was registered under the headings "Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations” for an amount of €-134 million and “Tax expense or income related to profit or loss from continuing operations” for an amount of €-67 million in the consolidated income statement of the BBVA Group.
18.Intangible assets
18.1Goodwill
The breakdown of the balance under this heading in the consolidated balance sheets, according to the CGU to which goodwill has been allocated, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Goodwill. Breakdown by CGU and changes of the year (Millions of Euros) |
|
Mexico |
Turkey (1) |
Colombia |
Chile |
Other |
Total |
|
|
|
|
|
|
|
| Balance as of December 31, 2020 |
478 |
254 |
143 |
27 |
8 |
910 |
| Additions |
— |
— |
— |
— |
— |
— |
| Exchange difference |
26 |
(102) |
(9) |
(3) |
— |
(88) |
| Impairment |
— |
— |
— |
— |
(4) |
(4) |
| Companies held for sale |
— |
— |
— |
— |
— |
— |
| Balance as of December 31, 2021 |
504 |
152 |
134 |
24 |
4 |
818 |
| Additions |
— |
— |
— |
— |
— |
— |
| Exchange difference |
55 |
— |
(16) |
1 |
1 |
41 |
| Impairment |
— |
— |
— |
— |
— |
— |
| Companies held for sale |
— |
— |
— |
— |
— |
— |
| Other |
— |
(152) |
— |
— |
— |
(152) |
| Balance as of December 31, 2022 |
559 |
— |
118 |
25 |
5 |
707 |
| Additions |
— |
— |
— |
— |
— |
— |
| Exchange difference |
64 |
— |
25 |
(1) |
— |
88 |
| Impairment |
— |
— |
— |
— |
— |
— |
| Companies held for sale |
— |
— |
— |
— |
— |
— |
| Balance as of December 31, 2023 |
623 |
— |
143 |
24 |
5 |
795 |
(1) As a result of the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" as indicated in Note 2.2.18, the book value of the Turkish CGU exceeded the existing recoverable value as of December 31, 2021, and as a consequence the goodwill as well as other intangible assets (see Note 18.2) assigned to the Turkish CGU were derecognized.
Goodwill in business combinations
There were no significant business combinations during 2023, 2022 and 2021.
Impairment Test
As mentioned in Note 2.2.7, the CGU to which goodwill has been allocated, are periodically tested for impairment by including the allocated goodwill in their carrying amount. This analysis is performed at least annually and whenever there is any indication of impairment. Furthermore, it is analyzed whether certain changes in the valuation assumptions used could give rise to differences in the result of the impairment test.
The BBVA Group performs estimations on the recoverable amount of certain CGU by calculating the value in use through the discounted value of future cash flows method.
The main hypotheses used for the value in use calculation are the following:
–The forecast cash flows, including net interest margin and cost of risk, estimated by the Group's management, and based on the latest available budgets for the next 4 to 5 years, considering the macroeconomic variables of each CGU, regarding the existing balance structure as well as macroeconomic variables such as the evolution of interest rates and the CPI of the geography where the CGU is located, among others.
–The constant growth rate for extrapolating cash flows, starting in the fourth or fifth year, beyond the period covered by the budgets or forecasts.
–The discount rate on future cash flows, which coincides with the cost of capital assigned to each CGU, and which consists of a risk-free rate plus a premium that reflects the inherent risk of each of the businesses evaluated.
The focus used by the Group's management to determine the values of the assumptions is based both on its projections and past experience. These values are verified and use external sources of information, wherever possible.
Goodwill - Mexico CGU
The Group’s most significant goodwill corresponds to the CGU in Mexico, the main significant assumptions used in the impairment test of this CGU as of December 31, 2023, 2022 and 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment test assumptions CGU goodwill in Mexico |
|
2023 |
2022 |
2021 |
Discount rate (1) |
12.4 |
% |
12.7 |
% |
14.5 |
% |
| Growth rate |
5.6 |
% |
6.3 |
% |
5.7 |
% |
(1) After tax discount rates.
In accordance with paragraph 33.c of IAS 36, as of December 31, 2023, the Group used a growth rate of 5.6% based on the real GDP growth rate of Mexico, the expected inflation rate and the potential growth of the banking sector in Mexico.
The assumptions with a greater relative weight and whose volatility could have a greater impact in determining the present value of the cash flows starting on the fourth year are the discount rate and the growth rate. The table below shows, in a simplified way, the relative variation by which the CGU recoverable amount would increase (or decrease) as a result of a reasonable variation (in basis points) of each of the key assumptions, considered in isolation as of December 31, 2023, where, in each case, their value in use would continue to exceed their book value:
|
|
|
|
|
|
|
|
|
| Sensitivity analysis for main assumptions - Mexico |
|
Increase of 50 basis points (1) |
Decrease of 50 basis points (1) |
| Discount rate |
(6 |
%) |
7 |
% |
| Growth rate |
5 |
% |
(4 |
%) |
(1) The use of very different discount or growth rates would be inconsistent with the macroeconomic assumptions under which the Unit builds its business plan, such as inflation assumptions or interest rate curves used to determine cash flows.
Goodwill - Turkey CGU
As a result of the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" in 2022, as indicated in Note 2.2.18, the book value of the Turkish CGU exceeded the existing recoverable value as of December 31, 2021 and as a consequence the goodwill as well as other intangible assets (see Note 18.2) assigned to the Turkish CGU were derecognized in their entirety.
Goodwill - Other CGUs
The impairment tests carried out on the rest of the CGUs have not detected significant impairment. Likewise, the sensitivity analysis on the main assumptions carried out for the rest of the CGU of the Group indicate that their value in use would continue to exceed their book value.
18.2Other intangible assets
The breakdown of the balance and changes of this heading in the consolidated balance sheets, according to the nature of the related items, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Other intangible assets (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Computer software acquisition expense |
1,535 |
1,393 |
1,239 |
| Other intangible assets with an infinite useful life |
8 |
13 |
12 |
| Other intangible assets with a definite useful life |
25 |
43 |
128 |
| Total |
1,568 |
1,449 |
1,379 |
The changes of this heading during the years ended December 31, 2023, 2022 and 2021, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other intangible assets (Millions of Euros) |
|
Notes |
Computer software |
|
Other intangible assets
|
|
Total of intangible assets |
|
|
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
|
2023 |
2022 |
2021 |
| Balance at the beginning |
|
1,396 |
1,239 |
1,202 |
|
56 |
140 |
233 |
|
1,453 |
1,379 |
1,435 |
| Additions |
|
688 |
592 |
470 |
|
1 |
— |
— |
|
689 |
592 |
470 |
| Amortization in the year |
45 |
(518) |
(490) |
(446) |
|
(19) |
(20) |
(48) |
|
(536) |
(510) |
(494) |
Amortization transfer to discontinued operations |
|
— |
— |
— |
|
— |
— |
— |
|
— |
— |
— |
| Exchange differences and other |
|
(6) |
80 |
29 |
|
(5) |
(63) |
(45) |
|
(11) |
17 |
(16) |
| Impairment |
|
(26) |
(25) |
(15) |
|
— |
— |
— |
|
(26) |
(25) |
(15) |
| Balance at the end |
|
1,535 |
1,396 |
1,239 |
|
33 |
56 |
140 |
|
1,568 |
1,453 |
1,379 |
As of December 31, 2023, 2022 and 2021, the cost of fully amortized intangible assets that remained in use were €4,214 million, €3,490 million and €2,992 million respectively, while their recoverable value was not significant.
19.Tax assets and liabilities
19.1Consolidated tax group
Pursuant to current legislation, BBVA consolidated tax group in Spain includes the Bank (as the parent company) and its Spanish subsidiaries that meet the requirements provided for under Spanish legislation regulating the taxation regime for the consolidated profit of corporate groups.
The Group’s non-Spanish banks and subsidiaries file tax returns in accordance with the tax legislation in force in each country.
19.2Years open for review by the tax authorities
As of December 31, 2023, the BBVA consolidated tax group in Spain was undergoing inspection in connection with the years 2018 to 2020, with respect to the main taxes applicable to it.
The remainder of the Spanish consolidated entities in general have the last four years open for inspection by the tax authorities for the main taxes applicable, except for those in which there has been an interruption of the limitation period due to the start of an inspection.
In Mexico, during the year 2023, the inspection procedure corresponding to the year 2017 in BBVA Mexico, S.A. has been completed. The settlement issued by the Tax Administration Service (SAT) as a result of said inspection procedure has been appealed by BBVA Mexico in administrative proceedings, which have not been resolved at the date of preparation of these Consolidated Financial Statements. However, the Group and its tax advisors believe that, in the event that any such liability were to materialize, the resulting tax liability would not materially affect the Group's consolidated financial statements.
In addition, BBVA México, S.A. is currently under inspection for income tax and value added tax for the year 2018.
In view of the varying interpretations that can be made of some applicable tax legislation, the outcome of the tax inspections of the open years that may be conducted by the tax authorities in the future may give rise to contingent tax liabilities which cannot be reasonably estimated at the present time. However, the Group considers that the possibility of these contingent liabilities becoming actual liabilities is remote and, in any case, the tax charge which might arise therefore would not materially affect the Group’s consolidated financial statements.
19.3Reconciliation
The reconciliation of the Group’s corporate income tax expense resulting from the application of the Spanish corporation income tax rate and the income tax expense recognized in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of taxation at the Spanish corporation tax rate to the tax expense recorded for the year (Millions of Euros) |
|
|
2023 |
|
2022 ⁽¹⁾ |
|
2021 |
|
Amount |
Effective tax % |
Amount |
Effective tax % |
Amount |
Effective tax % |
| Profit or (-) loss before tax |
12,419 |
|
10,268 |
|
8,399 |
|
| From continuing operations |
12,419 |
|
10,268 |
|
7,247 |
|
| From discontinued operations |
— |
|
— |
|
1,152 |
|
| Taxation at Spanish corporation tax rate 30% |
3,726 |
|
3,080 |
|
2,519 |
|
Lower/higher effective tax rate from foreign entities ⁽²⁾ |
2 |
|
317 |
|
(332) |
|
| Mexico |
(194) |
27 |
% |
(203) |
26 |
% |
(109) |
27 |
% |
| Chile |
(4) |
11 |
% |
(8) |
13 |
% |
(5) |
22 |
% |
| Colombia |
(25) |
14 |
% |
24 |
37 |
% |
— |
30 |
% |
| Peru |
(55) |
20 |
% |
(16) |
27 |
% |
5 |
31 |
% |
| Turkey |
314 |
57 |
% |
621 |
70 |
% |
(125) |
23 |
% |
| USA |
5 |
33 |
% |
17 |
17 |
% |
(62) |
19 |
% |
| Others |
(39) |
|
(118) |
|
(36) |
|
| Revenues with lower tax rate (dividends/capital gains) |
(26) |
|
(25) |
|
(30) |
|
| Equity accounted earnings |
(8) |
|
(6) |
|
— |
|
| USA Sale effect |
— |
|
— |
|
544 |
|
| Other effects |
309 |
|
139 |
|
80 |
|
| Income tax |
4,003 |
|
3,505 |
|
2,781 |
|
| Of which: Continuing operations |
4,003 |
|
3,505 |
|
1,909 |
|
| Of which: Discontinued operations |
|
|
— |
|
872 |
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Calculated by applying the difference between the tax rate in force in Spain and the one applied to the Group’s earnings in each jurisdiction.
The effective income tax rate for the Group in the years ended December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Effective tax rate (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Income from: |
|
|
|
| Consolidated tax group in Spain |
2,601 |
2,206 |
655 |
| Other Spanish entities |
6 |
(462) |
5 |
| Foreign entities |
9,812 |
8,524 |
6,587 |
| Gains (losses) before taxes from continuing operations |
12,419 |
10,268 |
7,247 |
| Tax expense or income related to profit or loss from continuing operations |
4,003 |
3,505 |
1,909 |
| Effective tax rate |
32.2 |
% |
34.1 |
% |
26.3 |
% |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
In 2023, in general terms, there have been no changes in the nominal corporate income tax rate in the main countries in which the Group is present compared to those existing in the previous period, except in the case of Turkey, where the applicable tax rate has increased from 25% to 30%, and Colombia, where the tax rate has increased from 38% to 40%. In the year 2022, out of the main countries in which the Group is present, there were changes in the nominal corporate income tax rate (compared to those existing in the previous year) in Colombia (from 34% to 38%).
19.4Income tax recognized in equity
In addition to the income tax expense recognized in the consolidated income statements, the Group has recognized the following income tax charges for these items in the consolidated total equity:
|
|
|
|
|
|
|
|
|
|
|
|
| Tax recognized in total equity (Millions of Euros) |
|
|
|
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Charges/credits to total equity |
|
|
|
| Debt securities and others |
217 |
801 |
(174) |
| Equity instruments |
68 |
(56) |
(33) |
| Total |
285 |
745 |
(207) |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
19.5Current and deferred taxes
The balance under the heading "Tax assets" in the consolidated balance sheets includes the balances receivable from the tax authorities relating to current and deferred tax assets. The balance under the “Tax liabilities” heading includes the balances payable in respect of the Group’s various current and deferred tax liabilities. The details of the mentioned tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Tax assets and liabilities (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Tax assets |
|
|
|
Current tax assets (2) |
2,860 |
1,978 |
932 |
| Deferred tax assets |
14,641 |
14,747 |
14,917 |
| Pensions |
445 |
422 |
416 |
| Financial Instruments |
1,069 |
1,478 |
1,408 |
| Loss allowances |
2,127 |
1,834 |
1,676 |
| Other |
1,467 |
1,261 |
1,101 |
| Secured tax assets |
8,534 |
8,689 |
9,304 |
| Tax losses |
999 |
1,063 |
1,012 |
| Total |
17,501 |
16,725 |
15,850 |
| Tax liabilities |
|
|
|
Current tax liabilities (2) |
878 |
1,415 |
644 |
Deferred tax liabilities |
1,677 |
1,520 |
1,769 |
| Financial Instruments |
761 |
557 |
1,124 |
| Other |
916 |
963 |
645 |
| Total |
2,554 |
2,935 |
2,413 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) The increase in current tax assets relates mainly to a higher tax receivable by the tax group in Spain for the refund of year 2023 corporate income tax as a result of the instalment payments made in the year. On the other hand, the decrease in current tax liabilities mainly corresponds to a lower tax payable in Mexico in relation to the estimated corporate income tax for the year 2023, due to the increase in its installment payments for the year.
The most significant variations of the deferred tax assets and liabilities in the years 2023, 2022 and 2021 were derived from the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred tax assets and liabilities. Annual variations (Millions of Euros) |
|
|
2023 |
|
2022 ⁽¹⁾ |
|
2021 |
|
Deferred assets |
Deferred liabilities |
Deferred assets |
Deferred liabilities |
Deferred assets |
Deferred liabilities |
| Balance at the beginning |
14,747 |
1,520 |
14,917 |
1,769 |
15,327 |
1,809 |
| Pensions |
23 |
— |
6 |
— |
(23) |
— |
| Financials instruments |
(409) |
204 |
70 |
(567) |
116 |
216 |
| Loss allowances |
293 |
— |
158 |
— |
(7) |
— |
| Others |
206 |
(47) |
160 |
318 |
32 |
(256) |
| Secured tax assets |
(155) |
— |
(615) |
— |
(57) |
— |
| Tax losses |
(64) |
— |
51 |
— |
(471) |
— |
| Balance at the end |
14,641 |
1,677 |
14,747 |
1,520 |
14,917 |
1,769 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
With respect to the changes in deferred tax assets and liabilities in 2023 contained in the above table, the following should be pointed out:
–Secured tax assets decreased as a result of the offsetting of these assets provided for in the estimate of the Spanish tax group's income tax for 2023.
–There was a decrease in tax assets due to tax losses because, in 2023, the tax Group in Spain generated positive taxable income that allowed the offsetting of tax losses and deductions.
–The level of deferred tax assets (other than those guaranteed and those linked to tax losses) net of deferred tax liabilities, remains at very similar levels, although with a certain net reduction, since the increase experienced by Mexico (mainly due to the exchange rate effect) and Turkey (among others, due to the tax revaluation of its assets associated with inflation) is neutralized, especially, by the net decrease in Spain, among others, due to the effects associated with the valuations of financial instruments. The very functioning of corporate income tax, due to the differences between accounting and taxation, produces constant movements in deferred taxes.
Of the deferred tax assets and liabilities contained in the table above, those included in Note 19.4 above have been recognized against the entity's equity, and the rest against earnings for the year or reserves.
As of December 31, 2023, 2022 and 2021, the estimated amount of temporary differences associated with investments in subsidiaries, joint ventures and associates, which were not recognized as deferred tax liabilities in the consolidated balance sheets, amounted to €96, €88 and €93 million, respectively.
Of the deferred tax assets contained in the above table, the detail of the items and amounts guaranteed by the Spanish government, broken down by the items that originated those assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Secured tax assets (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Pensions |
1,622 |
1,622 |
1,759 |
| Loss allowances |
6,912 |
7,067 |
7,545 |
| Total |
8,534 |
8,689 |
9,304 |
As of December 31, 2023, non-guaranteed net deferred tax assets of the above table amounted to €4,430 million (€4,537 and €3,844 million as of December 31, 2022 and 2021, respectively), which broken down by major geographies is as follows:
–Spain: Net deferred tax assets recognized in Spain totaled €1,805 million as of December 31, 2023 (€2,424 and €2,342 million as of December 31, 2022 and 2021, respectively). €883 million of the figure recorded in the year ended December 31, 2023 for net deferred tax assets related to tax credits and tax loss carry forwards and €922 million relate to temporary differences.
–Mexico: Net deferred tax assets recognized in Mexico amounted to €1,899 million as of December 31, 2023 (€1,640 and €1,121 million as of December 31, 2022 and 2021, respectively). Practically all of deferred tax assets as of December 31, 2023 relate to temporary differences.
–South America: Net deferred tax assets recognized in South America amounted to €213 million as of December 31, 2023 (€227 and €65 million as of December 31, 2022 and 2021, respectively). Of the figure recorded at year-end 2023 for net deferred tax assets, €86 million relate to tax credits for tax loss carryforwards and €127 million have arisen as temporary differences.
–Turkey: Net deferred tax assets recognized in Turkey amounted to €499 million as of December 31, 2023 (€228 and €302 million as of December 31, 2022 and 2021, respectively). Practically, all of the deferred tax assets have arisen as temporary differences.
With regard to Turkey, it should be noted that both its tax rate and its net deferred assets have been affected by the changes in the country's tax regulations during 2023, which has entailed, on the one hand, (i) the revaluation, from a tax point of view, of certain non-monetary assets based on inflation, highlighting in this respect the positive impact generated in the first quarter of the year consisting of an initial credit to the corporate income tax expense in the consolidated financial statements of the BBVA Group, amounting to approximately €260 million, and on the other hand, (ii) the modification of the general corporate income tax rate, which increases from 20% to 25% (30% for banks and financial institutions) and which is applicable to profits generated in tax periods beginning on or after January 1, 2023. It has not had a material impact on the consolidated financial statements of the BBVA Group.
Based on the information available as of December 31, 2023, including historical levels of benefits and projected results available to the Group for the coming 15 years, the Group has carried out an analysis of its recovery of deferred tax assets and liabilities and it is considered that there is sufficient positive evidence, in excess of the negative evidence, that sufficient positive taxable income will be generated for the recovery of the aforementioned unsecured deferred tax assets when they become deductible in accordance with tax legislation.
On the other hand, the Group has not recognized for accounting purposes (or, as the case may be, has been subject to a valuation adjustment) certain deferred tax assets (tax loss carryforwards, deductions and temporary differences) for which, in general, there is no legal period for offsetting, amounting to approximately €2,398 million (in terms of quota), which mainly arise from the integration of Catalunya Banc in the case of Spain, in accordance with the following breakdown by each of the jurisdictions in which the Group is located and carries on its business activities: (i) Spain: €2,352,434 thousand; (ii) United States: €27,268 thousand; (iii) Portugal: €12,179 thousand; (iv) Japan: €2,897 thousand; (v) Peru: €2,549 thousand; (vi) Netherlands: €683 thousand; and (vii) China: €96 thousand.
In connection with the above, it should be noted that within the framework of the ongoing process of rationalization of the Group's corporate structure which, among other things, may provide for the future dissolution and liquidation of companies, the materialization of the aforementioned deferred tax assets not recognized for accounting purposes may take place in the Group company that is a shareholder of the entity being dissolved and liquidated, as a result of the disclosure of tax losses pending deduction associated with the shareholding of the company which, as the case may be, is dissolved and liquidated.
19.6Other Contributions
Temporary tax on credit institutions in Spain
On December 28, 2022, the Law for the establishment of the temporary tax on credit institutions and financial credit establishments was published in the Official State Gazette.
This law establishes an obligation to pay a non-taxable equity benefit of public nature during the years 2023 and 2024 on those credit institutions that operate in Spain whose aggregate interest income and fee and commission income in 2019 was €800 million or more.
The amount of the non-taxable equity benefit to be paid is the result of applying the percentage of 4.8% to the sum of the net interest income and fee and commission income and expense derived from the activity carried out in Spain, as shown in the income statement of the tax consolidation group to which the credit institutions belongs, corresponding to the calendar year prior to the year in which the obligation to make such a payment arose. The payment obligation arises on the first day of the calendar year of fiscal years 2023 and 2024.
The impact of the payment required to be made by BBVA on account of this benefit in 2023 amounted to €215 million and was recorded under "Other operating expense" in the consolidated income statement (see Note 42). The estimated impact corresponding to the year 2024 is €285 million and will be recorded on the first quarter of 2024 in such caption of the consolidated income statement.
20.Other assets and liabilities
The composition of the balance of these captions of the consolidated balance sheets is:
|
|
|
|
|
|
|
|
|
|
|
|
| Other assets and liabilities (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| ASSETS |
|
|
|
| Inventories |
276 |
325 |
424 |
| Transactions in progress |
41 |
93 |
131 |
| Accruals |
1,368 |
1,461 |
730 |
| Other items |
1,174 |
706 |
649 |
| Total |
2,859 |
2,586 |
1,934 |
| LIABILITIES |
|
|
|
| Transactions in progress |
133 |
44 |
48 |
| Accruals |
2,878 |
2,595 |
2,137 |
Other items |
2,466 |
2,269 |
1,436 |
| Total |
5,477 |
4,909 |
3,621 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
21.Non-current assets and disposal groups classified as held for sale and liabilities included in disposal groups classified as held for sale
The composition of the balances under the headings “Non-current assets and disposal groups classified as held for sale” and “liabilities included in disposal groups classified as held for sale” in the consolidated balance sheets, broken down by the origin of the assets, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current assets and disposal groups classified as held for sale and liabilities included in disposal groups classified as held for sale. Breakdown by items (Millions of Euros) |
|
2023 |
2022 |
2021 |
| ASSETS |
|
|
|
| Foreclosures and recoveries |
943 |
1,070 |
1,218 |
Other assets from tangible assets (1) |
1,026 |
1,063 |
563 |
| Companies held for sale |
43 |
40 |
41 |
Accrued amortization (2) |
(84) |
(93) |
(112) |
Impairment losses (1) |
(1,005) |
(1,057) |
(650) |
| Total |
923 |
1,022 |
1,061 |
| LIABILITIES |
|
|
|
Companies held for sale |
— |
— |
— |
| Total |
— |
— |
— |
(1) The variation in 2022 corresponds mainly to the reclassification of offices previously in own use and now closed after the closing of the transaction with Merlin Properties (see Note 17). In 2021, it includes the reclassification of owned offices and facilities from "tangible assets" to "non-current assets and disposal groups classified as held for sale" and the adjustments due to the closing of the owned offices and the decommissioning of facilities after the agreement with the union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain (see Notes 24 and 50).
(2) Corresponds to the accumulated depreciation of assets before their classification as "Non-current assets and disposal groups classified as held for sale".
Non-current assets and disposal groups classified as held for sale
The changes in the balances of “Non-current assets and disposal groups classified as held for sale” in 2023, 2022 and 2021, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current assets and disposal groups classified as held for sale (Millions of Euros) |
|
Notes |
|
Foreclosed assets |
|
Property, Plant and Equipment (1) |
|
Companies held for sale |
|
Total |
|
| Cost (a) |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
| Balance at the beginning |
|
1,070 |
1,218 |
1,398 |
970 |
452 |
391 |
39 |
41 |
84,792 |
2,078 |
1,711 |
86,581 |
| Additions |
|
190 |
211 |
245 |
2 |
1 |
— |
|
2 |
522 |
192 |
214 |
768 |
| Contributions from merger transactions |
|
— |
— |
— |
— |
592 |
— |
— |
— |
— |
— |
592 |
— |
| Retirements (sales and other decreases) |
|
(323) |
(353) |
(298) |
(34) |
(110) |
(39) |
— |
(2) |
(83,172) |
(357) |
(465) |
(83,509) |
Transfers, other movements and exchange differences |
|
6 |
(6) |
(127) |
5 |
35 |
100 |
4 |
(2) |
(2,100) |
15 |
27 |
(2,128) |
| Disposals by companies held for sale |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Balance at the end |
|
943 |
1,070 |
1,218 |
943 |
970 |
452 |
43 |
39 |
41 |
1,928 |
2,078 |
1,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at the beginning |
|
356 |
381 |
386 |
701 |
269 |
208 |
— |
— |
— |
1,057 |
650 |
594 |
| Additions |
50 |
16 |
64 |
36 |
27 |
158 |
62 |
— |
— |
— |
42 |
221 |
97 |
| Additions transfer to discontinued operations |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Contributions from merger transactions |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Retirements (sales and other decreases) |
|
(89) |
(102) |
(65) |
(22) |
(46) |
(13) |
— |
— |
— |
(111) |
(148) |
(78) |
| Other movements and exchange differences |
|
16 |
13 |
24 |
1 |
320 |
12 |
— |
— |
— |
17 |
333 |
36 |
| Disposals by companies held for sale |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Balance at the end |
|
299 |
356 |
381 |
706 |
701 |
269 |
— |
— |
— |
1,005 |
1,057 |
650 |
| Balance at the end of net carrying value (a)-(b) |
|
644 |
714 |
837 |
236 |
269 |
183 |
43 |
39 |
41 |
923 |
1,022 |
1,061 |
(1) Net of accumulated amortization until assets were reclassified as “Non-current assets and disposal groups classified as held for sale”.
As indicated in Note 2.2.6, “Non-current assets and disposal groups held for sale” and “Liabilities included in disposal groups classified as held for sale” are valued at the lower amount between its fair value less costs to sell and its carrying amount. As of December 31, 2023, 2022 and 2021 practically all of the carrying amount of the assets recorded at fair value on a non-recurring basis equals their fair value.
Assets from foreclosures or recoveries
As of December 31, 2023, 2022 and 2021, assets from foreclosures and recoveries, net of impairment losses, by nature of the asset, amounted to €460 million, €478 million and €608 million in assets for residential use; €154 million, €199 million and €202 million in assets for tertiary use (industrial, commercial or office) and €26 million, €34 million and €19 million in assets for agricultural use, respectively.
As of December 31, 2023, 2022 and 2021, the average sale time of assets from foreclosures or recoveries was between 2 and 3 years.
During the years 2023, 2022 and 2021, some of the sale transactions for these assets were financed by Group companies. The amount of loans granted to the buyers of these assets in those years amounted to €22 million, €43 million and €62 million, respectively; with an average financing of 61% of the sales price during 2023.
As of December 31, 2023, 2022 and 2021, the amount of the profits arising from the sale of assets financed by Group companies that are not recognized in the consolidated income statement is not significant.
22.Financial liabilities at amortized cost
22.1Breakdown of the balance
The breakdown of the balance under these headings in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities measured at amortized cost (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Deposits |
473,835 |
459,662 |
416,947 |
| Deposits from central banks |
20,309 |
38,323 |
47,351 |
| Demand deposits |
159 |
205 |
8 |
| Time deposits and other |
12,203 |
33,534 |
41,790 |
| Repurchase agreement |
7,947 |
4,584 |
5,553 |
| Deposits from credit institutions |
40,039 |
26,935 |
19,834 |
| Demand deposits |
6,629 |
11,434 |
7,601 |
| Time deposits and other |
12,871 |
11,787 |
8,599 |
| Repurchase agreement |
20,539 |
3,714 |
3,634 |
| Customer deposits |
413,487 |
394,404 |
349,761 |
| Demand deposits |
317,543 |
316,082 |
293,015 |
| Time deposits and other |
91,740 |
76,063 |
55,479 |
| Repurchase agreement |
4,204 |
2,259 |
1,267 |
| Debt certificates issued |
68,707 |
55,429 |
55,763 |
| Other financial liabilities |
15,046 |
14,081 |
15,183 |
| Total |
557,589 |
529,172 |
487,893 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The amount recorded in "Deposits from central banks - Time deposits" includes the drawdowns of the TLTRO III facilities of the ECB, mainly by BBVA S.A., amounting to €3,660 million as of December 31, 2023 and €26,711 million as of December 31, 2022, having started the partial repayment of the TLTRO III program in December 2022 for an approximate amount of €35,000 million. As of December 31, 2021 it amounted to €38,692 million (see Note 7.5).
The positive income generated by the drawdowns of the TLTRO III facilities has been recorded under the heading of "Interest and other income – Other income" in the consolidated income statements (see Note 37.1), while the negative remuneration generated by the drawdowns of the TLTRO III facilities has been recorded under "Interest expense" in the consolidated income statements.
22.2Deposits from credit institutions
The breakdown by geographical area and the nature of the related instruments of this heading in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits from credit institutions (Millions of Euros) |
|
Demand deposits |
Time deposits
and other (1)
|
Repurchase agreements |
Total |
| December 2023 |
|
|
|
|
| Spain |
1,252 |
2,434 |
899 |
4,585 |
| Mexico |
789 |
642 |
— |
1,431 |
| Turkey |
16 |
535 |
37 |
587 |
| South America |
416 |
2,242 |
— |
2,659 |
| Rest of Europe |
3,011 |
2,742 |
19,344 |
25,097 |
| Rest of the world |
1,145 |
4,277 |
259 |
5,681 |
| Total |
6,629 |
12,871 |
20,539 |
40,039 |
| December 2022 |
|
|
|
|
| Spain |
1,215 |
1,429 |
67 |
2,709 |
| Mexico |
855 |
732 |
— |
1,587 |
| Turkey |
10 |
633 |
29 |
672 |
| South America |
844 |
2,251 |
— |
3,095 |
| Rest of Europe |
3,613 |
2,944 |
1,669 |
8,226 |
| Rest of the world |
4,897 |
3,797 |
1,949 |
10,645 |
| Total |
11,434 |
11,787 |
3,714 |
26,935 |
| December 2021 |
|
|
|
|
| Spain |
1,671 |
375 |
— |
2,047 |
| Mexico |
444 |
558 |
— |
1,002 |
| Turkey |
83 |
672 |
37 |
792 |
| South America |
532 |
1,225 |
— |
1,757 |
| Rest of Europe |
1,841 |
3,110 |
2,549 |
7,500 |
| Rest of the world |
3,030 |
2,657 |
1,048 |
6,736 |
| Total |
7,601 |
8,599 |
3,634 |
19,834 |
(1) Subordinated deposits are included amounting to €35, €24 and €14 million as of December 31, 2023, 2022 and 2021, respectively.
22.3Customer deposits
The breakdown by geographical area of this heading in the consolidated balance sheets, by type of instrument is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Customer deposits (Millions of Euros) |
|
Demand deposits |
Time deposits and other |
Repurchase agreements |
Total |
| December 2023 |
|
|
|
|
| Spain |
179,825 |
17,952 |
4 |
197,780 |
| Mexico |
76,122 |
15,067 |
1,638 |
92,828 |
| Turkey |
20,423 |
21,485 |
1,331 |
43,239 |
| South America |
26,888 |
17,349 |
— |
44,237 |
| Rest of Europe |
12,863 |
16,257 |
1,231 |
30,350 |
| Rest of the world |
1,422 |
3,630 |
— |
5,052 |
| Total |
317,543 |
91,740 |
4,204 |
413,487 |
| December 2022 ⁽¹⁾ |
|
|
|
|
| Spain |
188,803 |
13,937 |
2 |
202,742 |
| Mexico |
64,671 |
12,916 |
630 |
78,217 |
| Turkey |
22,117 |
17,254 |
747 |
40,118 |
| South America |
27,083 |
14,505 |
— |
41,587 |
| Rest of Europe |
11,670 |
14,224 |
880 |
26,774 |
| Rest of the world |
1,737 |
3,228 |
— |
4,965 |
| Total |
316,082 |
76,063 |
2,259 |
394,404 |
| December 2021 |
|
|
|
|
| Spain |
181,565 |
10,407 |
2 |
191,974 |
| Mexico |
53,359 |
10,383 |
505 |
64,247 |
| Turkey |
19,725 |
13,644 |
6 |
33,376 |
| South America |
28,039 |
9,822 |
— |
37,861 |
| Rest of Europe |
8,933 |
9,546 |
754 |
19,234 |
| Rest of the world |
1,393 |
1,677 |
— |
3,070 |
| Total |
293,015 |
55,479 |
1,267 |
349,761 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
22.4Debt certificates
The breakdown of the balance under this heading, by type of financial instrument and by currency, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Debt certificates issued (Millions of Euros) |
|
|
2023 |
2022 |
2021 |
| In Euros |
44,622 |
35,611 |
36,289 |
| Promissory bills and notes |
5,416 |
1,079 |
319 |
| Non-convertible bonds and debentures |
16,256 |
16,979 |
15,712 |
Covered bonds |
6,734 |
7,665 |
9,930 |
Hybrid financial instruments (1) |
800 |
959 |
366 |
| Securitization bonds |
2,168 |
2,501 |
2,302 |
| Wholesale funding |
6,182 |
139 |
438 |
| Subordinated liabilities |
7,066 |
6,289 |
7,221 |
| Convertible perpetual certificates |
3,000 |
3,000 |
3,500 |
|
|
|
|
| Other non-convertible subordinated liabilities |
4,066 |
3,289 |
3,721 |
| In foreign currencies |
24,086 |
19,819 |
19,475 |
| Promissory bills and notes |
336 |
351 |
579 |
| Non-convertible bonds and debentures |
8,684 |
9,323 |
7,885 |
Covered bonds |
99 |
114 |
178 |
Hybrid financial instruments (1) |
4,722 |
3,724 |
2,843 |
| Securitization bonds |
— |
— |
4 |
| Wholesale funding |
1,479 |
111 |
412 |
| Subordinated liabilities |
8,766 |
6,196 |
7,574 |
| Convertible perpetual certificates |
2,715 |
1,876 |
1,771 |
|
|
|
|
| Other non-convertible subordinated liabilities |
6,051 |
4,320 |
5,803 |
| Total |
68,707 |
55,429 |
55,763 |
(1) Corresponds to structured note issuances with embedded derivatives that have been segregated according to IFRS 9.
22.4.1Subordinated liabilities
The breakdown of this heading in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Memorandum item: Subordinated liabilities at amortized cost (Millions of Euros) |
|
|
2023 |
2022 |
2021 |
| Subordinated deposits |
|
35 |
24 |
14 |
| Subordinated certificates |
|
15,832 |
12,485 |
14,794 |
| Compound convertible financial instruments |
|
5,715 |
4,876 |
5,271 |
| Other non-convertible subordinated liabilities |
|
10,117 |
7,609 |
9,523 |
| Total |
|
15,867 |
12,509 |
14,808 |
The balance variances are mainly due to the following transactions:
Perpetual Contingent Convertible Securities
The Annual General Shareholders' Meeting of BBVA held on April 20, 2021, resolved, under agenda item five, to authorize the Board of Directors of BBVA, with sub-delegation powers, to issue convertible securities, whose conversion is contingent and which are intended to meet regulatory requirements for their eligibility as capital instruments (CoCos), in accordance with the solvency regulations applicable from time to time, subject to the legal and statutory provisions that may be applicable at any time. The Board of Directors may make issues on one or several times within the maximum term of five years from the date on which this resolution was adopted, up to the maximum overall amount of €8 billion or its equivalent in any other currency. The Board of Directors may also resolve to exclude, either fully or partially, the pre-emptive subscription rights of shareholders within the framework of a concrete issuance, complying in all cases with the legal requirements and limitations established for this purpose at any given time.
Under that delegation, BBVA has made the following contingently convertible issuances that qualify as additional tier 1 capital of the Bank and the Group in accordance with Regulation (EU) 575/2013:
–On June 21, 2023, BBVA carried out an issuance of perpetual contingent convertible securities with exclusion of shareholders' pre-emptive subscription rights, for a total nominal amount of €1 billion. This issuance is listed in the Global Exchange Market of Euronext Dublin and was targeted only at qualified investors, not being offered or sold to any retail clients.
–On September 19, 2023, BBVA carried out an issuance of perpetual contingent convertible securities with exclusion of shareholders' pre-emptive subscription rights, for a total nominal amount of USD 1 billion. This issuance is listed on the New York Stock Exchange and was targeted only at qualified investors, not being offered or sold to any retail clients.
These perpetual securities issued, where appropriate, must be converted into newly issued ordinary shares of BBVA if the CET 1 ratio of the Bank or the Group is less than 5.125%, in accordance with their respective terms and conditions.
These type of issuances made by the Bank may be fully redeemed at BBVA's option only in the cases contemplated in their respective terms and conditions and, in any case, in accordance with the provisions of the applicable legislation. In particular, throughout the financial years 2021, 2022 and 2023:
–On April 14, 2021, the Bank early redeemed the issuance of contingently convertible preferred securities (which qualified as additional tier 1 instruments) carried out by the Bank on April 14, 2016, for an amount of €1 billion on the First Reset Date of the issuance and once the prior consent from the Regulator was obtained.
–On May 24, 2022, the Bank early redeemed the contingently convertible preferred securities (which qualified as additional tier 1 instruments) issued by the Bank on May 24, 2017, for an amount of €500 million on the First Reset Date and once the prior consent from the Regulator was obtained.
–On September 24, 2023, the Bank early redeemed the issuance of contingently convertible preferred securities (which qualified as additional tier 1 instruments) carried out by the Bank on September 24, 2018, for an amount of €1 billion on the First Reset Date and once the prior consent from the Regulator was obtained.
Convertible Securities
The Annual General Shareholders' Meeting of BBVA held on March 18, 2022, resolved, under agenda item five, to confer authority on the Board of Directors of BBVA, with sub-delegation powers, to issue securities convertible into new BBVA shares (other than contingently convertible securities, envisaged to meet regulatory requirements for their eligibility as capital instruments (CoCos) referred to in the resolutions adopted by BBVA's Annual General Shareholders' Meeting held on April 20, 2021, under agenda item five), subject to provisions in the law and in BBVA's bylaws that may be applicable at any time, on one or several occasions within the maximum term of five years to be counted as from the date on which the resolution was adopted, up to a maximum total amount of €6 billion, or the equivalent in any other currency. The Board of Directors may also resolve to exclude, either fully or partially, the pre-emptive subscription rights of shareholders within the framework of a specific issuance, subject to the following limitation: the aggregate nominal amount of any capital increases with exclusion of pre-emptive subscription rights that may be carried out to satisfy the conversion of securities by virtue of this authorization (without prejudice to any applicable anti-dilution adjustments) and any capital increases with exclusion of pre-emptive subscription rights that may be agreed or executed pursuant to the power set forth under item 4 on the Agenda of the same General Meeting, described in Note 26, may not exceed 10% of BBVA's share capital at the time the resolution was adopted.
As of the date hereof the Bank has not made use of the authority granted by the BBVA Annual General Shareholders' Meeting held on March 18, 2022.
22.5Other financial liabilities
The breakdown of the balance under this heading in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Other financial liabilities (Millions of Euros) |
|
|
|
2023 |
2022 ⁽¹⁾ |
2021 |
Lease liabilities (2) |
1,507 |
1,398 |
2,560 |
| Creditors for other financial liabilities |
3,439 |
3,584 |
2,657 |
| Collection accounts |
3,642 |
3,426 |
3,839 |
Creditors for other payment obligations |
6,458 |
5,673 |
6,127 |
| Total |
15,046 |
14,081 |
15,183 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) The variation in 2022 corresponds mainly to the closing of the transaction with Merlin Properties for which 100% of the shares of Tree Inversiones Inmobiliarias, SOCIMI, S.A. were acquired by BBVA Group (see Note 17).
A breakdown of the maturity of the lease liabilities, due after December 31, 2023 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maturity of future payment obligations (Millions of Euros) |
|
Up to 1 year |
1 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| Leases |
236 |
264 |
182 |
824 |
1,507 |
23.Assets and liabilities under insurance and reinsurance contracts
The Group has insurance subsidiaries mainly in Spain, Latin America (mostly in Mexico) and Turkey. Specifically, the insurance entities located in Spain and Mexico together accounted for approximately 95% in terms of total liabilities under insurance and reinsurance contracts as of December 31, 2023.
The main product offered by the insurance subsidiaries is life insurance to cover the risk of death (risk insurance) and life-savings insurance. Within life and accident insurance, a distinction is made between freely sold products and those offered to customers who have taken mortgage or consumer loans, which cover the principal of those loans in the event of the customer’s death.
There are two types of savings products: individual insurance, which seeks to provide the customer with savings for retirement or other events, and group insurance, which is taken out by employers to cover their commitments to their employees.
The insurance business is affected by different risks, including those that are related to the BBVA Group such as credit risk, market risk, liquidity risk and operational risk and the methodology for risk measurement, control and follow-up applied in the insurance activity is similar (see Note 7), although it has a differentiated management due to the particular characteristics of the insurance business, such as the coverage of contracted obligations and the long term of the commitments.
Additionally, the insurance business generates certain specific risks, of a probabilistic nature:
–Technical risk: arises from deviations in the estimation of the casualty rate of insurances, either in terms of numbers, the amount of such claims and the timing of its occurrence.
–Longevity risk: is the risk of incurring higher benefit payments than expected due to an increase in the life expectancy of the insured persons.
The insurance activity is fully integrated into the BBVA Group's risk management framework. From the definition of the risk appetite to the management limits, the governance model, the admission process, the organizational scheme and the development of computer systems/models, everything is designed with a global approach and under consistent and homogeneous criteria, aligned with other financial business of the BBVA Group. This also means that control activities and information flow are fully integrated into internal processes, from local reporting to the corporate bodies of the BBVA Group.
The insurance industry is highly regulated in each geographical area. In this regard, it should be noted that the insurance industry is undergoing a gradual regulatory transformation through new accounting and risk-based capital regulations, which have already been published in several countries.
The amounts that the consolidated insurance entities are entitled to receive from reinsurance contracts they maintain with third parties are recognized under the heading “Assets under reinsurance and insurance contracts” in the consolidated balance sheets. As of December 31, 2023 and 2022, the balance under this heading amounted to €211 million and €183 million, respectively.
The heading “Liabilities under insurance and reinsurance contracts” in the consolidated balance sheets includes the liabilities recorded under insurance contracts of the consolidated insurance entities in accordance with IFRS 17 (see Note 2.2.8). The breakdown of the balance of this heading as of December 31, 2023 and 2022 is as follows:
|
|
|
|
|
|
|
|
|
| Liabilities under insurance and reinsurance contracts (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
| Insurances |
12,110 |
10,131 |
| Liabilities for remaining coverage |
10,900 |
9,157 |
| Estimates of the present value of cash flows |
9,361 |
7,745 |
| Risk adjustment |
171 |
155 |
| Cost service margin |
1,213 |
1,097 |
| Loss component |
1 |
1 |
| Premium reserve - Simplified Model |
154 |
159 |
| Liabilities for incurred claims |
1,210 |
974 |
| Estimates of the present value of cash flows |
1,191 |
959 |
| Risk adjustment |
19 |
15 |
| Reinsurances |
— |
— |
|
|
|
|
|
|
| Total |
12,110 |
10,131 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
In addition, the breakdown of “Liabilities under insurance and reinsurance contracts” in the consolidated balance sheets by type of product as of December 31, 2023 and 2022 is shown in the table below:
|
|
|
|
|
|
|
|
|
| Liabilities under insurance and reinsurance contracts by type of product (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
| Liabilities for remaining coverage |
10,900 |
9,157 |
Life insurance |
10,657 |
8,962 |
| Individuals life insurance ⁽²⁾ |
8,900 |
7,592 |
|
|
|
|
|
|
| Group insurance ⁽³⁾ |
1,757 |
1,370 |
|
|
|
|
|
|
| Non-life insurance |
243 |
195 |
|
|
|
|
|
|
| Liabilities for incurred claims |
1,210 |
974 |
| Total |
12,110 |
10,131 |
|
|
|
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Provides coverage in the event of death, disability and serious illness.
(3) The insurance policies purchased by employers (other than BBVA Group) on behalf of their employees.
The variation in liabilities under insurance and reinsurance contracts analyzed by liability for the remaining coverage and liability for incurred claims for the years 2023 and 2022 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variation in liabilities under insurance and reinsurance contracts analyzed by liabilities for the remaining coverage and the liabilities for incurred claims. December 2023 (Millions of Euros) |
|
Liability for remaining coverage |
Liability for incurred claims |
Total |
|
Excluding loss component |
Loss component |
| Initial balance |
7,871 |
1,286 |
974 |
10,131 |
| Result from insurance service |
(2,817) |
(5) |
1,532 |
(1,289) |
| Insurance revenue |
(2,887) |
(10) |
— |
(2,897) |
| Amounts related to changes in liability for remaining coverage |
(995) |
(10) |
— |
(1,005) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Recovery of insurance acquisition cash flows |
(23) |
— |
— |
(23) |
| Other |
(1,869) |
— |
— |
(1,869) |
| Insurance expense |
70 |
5 |
1,532 |
1,607 |
| Incurred claims and other expenses |
— |
— |
1,509 |
1,509 |
| Amortization of insurance acquisition cash flows |
70 |
— |
— |
70 |
| Changes to liability for incurred claims |
— |
— |
23 |
23 |
| Impairment (reversal) from loss component |
— |
5 |
— |
5 |
Financial income/ expenses from insurance contracts |
495 |
68 |
1 |
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exchange differences |
795 |
212 |
59 |
1,067 |
| Cash flows |
2,692 |
302 |
(1,357) |
1,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Final balance |
9,036 |
1,864 |
1,210 |
12,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variation in liabilities under insurance and reinsurance contracts analyzed by liabilities for the remaining coverage and the liabilities for incurred claims. December 2022 (Millions of Euros) |
|
Liability for remaining coverage |
Liability for incurred claims |
Total |
|
Excluding loss component |
Loss component |
| Initial balance |
7,657 |
1,218 |
1,097 |
9,972 |
| Result from insurance service |
(2,201) |
(244) |
1,260 |
(1,186) |
| Insurance revenue |
(2,329) |
(246) |
— |
(2,575) |
| Amounts related to changes in liability for remaining coverage |
(828) |
(246) |
— |
(1,074) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Recovery of insurance acquisition cash flows |
(4) |
— |
— |
(4) |
| Other |
(1,497) |
— |
— |
(1,497) |
| Insurance expense |
128 |
2 |
1,260 |
1,390 |
| Incurred claims and other expenses |
— |
— |
1,112 |
1,112 |
| Amortization of insurance acquisition cash flows |
116 |
— |
— |
116 |
| Changes to liability for incurred claims |
— |
— |
148 |
148 |
| Impairment (reversal) from loss component |
12 |
2 |
— |
13 |
Financial income/ expenses from insurance contracts |
(749) |
55 |
2 |
(692) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exchange differences |
820 |
228 |
51 |
1,099 |
| Cash flows |
2,345 |
30 |
(1,437) |
938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Final balance |
7,871 |
1,286 |
974 |
10,131 |
|
|
|
|
|
|
|
|
|
|
Likewise, the variation of liabilities under insurance and reinsurance contracts, distinguishing between their different valuation components for the years 2023 and 2022 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variation in liabilities under insurance and reinsurance contracts analyzed by valuation component. December 2023 (Millions of Euros) |
|
Estimated present value of future cash flows |
Risk adjustment |
Contractual service margin ⁽¹⁾ |
Total |
| Initial balance |
8,056 |
150 |
1,097 |
9,303 |
| Insurance service result |
(384) |
— |
(23) |
(406) |
| Changes that relate to current services |
(749) |
(26) |
(185) |
(960) |
| Contractual service margin release |
— |
— |
(185) |
(185) |
Risk adjustment release |
— |
(26) |
— |
(26) |
| Experience adjustments |
(749) |
— |
— |
(749) |
| Changes that relate to future services |
(189) |
26 |
163 |
— |
Changes in estimates that adjust the contractual service margin |
35 |
(6) |
(36) |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in estimates that result in losses (reversals) on onerous contracts |
(6) |
— |
4 |
(2) |
Contracts initially recognized in the year |
(218) |
32 |
194 |
8 |
| Changes that relate to past services |
554 |
— |
— |
554 |
Adjustments to liability for incurred claims |
554 |
— |
— |
554 |
Financial income/ expenses from insurance contracts |
508 |
11 |
45 |
564 |
|
|
|
|
|
|
|
|
|
|
Exchange rate differences |
935 |
6 |
94 |
1,035 |
| Cash flows |
623 |
— |
— |
623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contracts transferred to / from a third party |
— |
— |
— |
— |
| Final balance |
9,738 |
167 |
1,213 |
11,118 |
|
|
|
|
|
|
|
|
|
|
(1) In general the transitional approach for calculating the contractual service margin has been the fair value approach for long-term contracts and the full retrospective approach for short-term contracts (see Note 2.3).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variation in liabilities under insurance and reinsurance contracts analyzed by valuation component. December 2022 (Millions of Euros) |
|
Estimated present value of future cash flows |
Risk adjustment |
Contractual service margin ⁽¹⁾ |
Total |
| Initial balance |
7,945 |
112 |
948 |
9,006 |
| Insurance service result |
(606) |
46 |
49 |
(511) |
| Changes that relate to current services |
(750) |
(14) |
(144) |
(908) |
| Contractual service margin release |
— |
— |
(144) |
(144) |
Risk adjustment release |
— |
(14) |
— |
(14) |
| Experience adjustments |
(750) |
— |
— |
(750) |
| Changes that relate to future services |
(270) |
60 |
193 |
(17) |
Changes in estimates that adjust the contractual service margin |
(50) |
45 |
3 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in estimates that result in losses (reversals) on onerous contracts |
(15) |
— |
(3) |
(19) |
Contracts initially recognized in the year |
(204) |
15 |
194 |
5 |
| Changes that relate to past services |
413 |
— |
— |
413 |
Adjustments to liability for incurred claims |
413 |
— |
— |
413 |
Financial income/ expenses from insurance contracts |
(704) |
(20) |
29 |
(694) |
|
|
|
|
|
|
|
|
|
|
| Exchange rate differences |
1,009 |
11 |
72 |
1,093 |
| Cash flows |
412 |
— |
— |
412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Contracts transferred to / from a third party |
— |
— |
— |
— |
| Final balance |
8,056 |
150 |
1,097 |
9,303 |
|
|
|
|
|
|
|
|
|
|
(1) In general the transitional approach for calculating the contractual service margin has been the fair value approach for long-term contracts and the full retrospective approach for short-term contracts (see Note 2.3).
The maturity of those “Liabilities under insurance and reinsurance contracts” are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maturity of the liabilities under insurance and reinsurance contracts (Millions of Euros) |
|
Up to 1 year |
1 to 3 years |
3 to 5 years |
Over 5 years |
Total |
| 2023 |
1,356 |
962 |
2,425 |
7,367 |
12,110 |
| 2022 ⁽¹⁾ |
1,754 |
663 |
1,664 |
6,050 |
10,131 |
|
|
|
|
|
|
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The classification and valuation models used to calculate the liabilities under insurance and reinsurance contracts are detailed in Note 2.2.8 of these consolidated Financial Statements.
In general, in estimating compliance flows valued under the General Model, the Group has used tables based on the companies' own experience to estimate discounted future cash flows for all units of account, except for those cases in which the entity has not had sufficient historical data for the construction of the assumptions, so in such cases, regulatory tables have been used.
In relation to the assets and liabilities under insurance and reinsurance contracts falling under IFRS 4, which was applicable to 2021, the consolidated balance sheets for that year presented mathematical reserves of €9,495 million (of which €7,265 million related to individual life insurance and €2,230 million to group insurance), provisions for unpaid claims amounted to €706 million and provisions for unexpired risks and other provisions amounted to €664 million.
The cash flows of the “Liabilities under insurance and reinsurance contracts” under IFRS 4 as of December 31, 2021 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Maturity (Millions of Euros). Liabilities under insurance and reinsurance contracts |
|
Up to 1 year |
1 to 3 years |
3 to 5 years |
Over 5 years |
Total |
|
|
|
|
|
|
| 2021 |
1,808 |
290 |
1,664 |
7,103 |
10,865 |
|
|
|
|
|
|
The table below shows the key assumptions under IFRS 4 as of December 31, 2021 used in the calculation of the mathematical reserves for insurance products in Spain and Mexico, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mathematical reserves |
|
|
2021 |
|
|
|
|
Mortality table |
Average technical interest rate |
|
|
|
|
|
|
|
Spain |
Mexico |
Spain |
Mexico |
|
|
|
|
Individual life insurance (1) |
|
|
|
|
GRMF 80-2,
GKM 80 / GKMF 95, PASEM,
GKMF 80/95,
PERFM 2000 |
Tables of the Comisión Nacional de Seguros y Fianzas 2000-individual |
0.24%- 2.85% |
3.60% |
|
|
|
|
Group insurance (2) |
|
|
|
|
PERFM 2000 |
Tables of the Comisión Nacional de Seguros y Fianzas 2000-grupo |
Depending on the related portfolio |
5.50 % |
|
|
|
|
(1) Provides coverage in the case of one or more of the following events: death, disability and / or serious illness.
(2) Insurance policies purchased by companies (other than BBVA Group entities) on behalf of their employees.
24.Provisions
The breakdown of the balance under this heading in the consolidated balance sheets, based on type of provisions, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions. Breakdown by concepts (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
Provisions for pensions and similar obligations |
25 |
2,571 |
2,632 |
3,576 |
Other long term employee benefits (1) |
25 |
435 |
466 |
632 |
| Provisions for taxes and other legal contingencies |
7.1 |
696 |
685 |
623 |
| Provisions for contingent risks and commitments |
|
770 |
770 |
691 |
Other provisions (2) |
|
452 |
380 |
366 |
|
|
|
|
|
|
|
|
|
|
| Total |
|
4,924 |
4,933 |
5,889 |
(1) In 2021 it included the collective layoff procedure that was carried out at Banco Bilbao Vizcaya Argentaria, S.A.
(2) Individually non-significant provisions, for various concepts and corresponding to different geographical areas.
The change in provisions for pensions and similar obligations for the years ended December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions for pensions, other post-employment obligations for defined benefit plans, and other long term employee benefits. Changes over the year (Millions of Euros) |
|
Notes |
2023 |
2022 ⁽¹⁾ |
2021 |
| Balance at the beginning |
|
2,632 |
3,576 |
4,272 |
|
|
|
|
|
| Charges to income for the year |
|
211 |
25 |
141 |
| Interest expense and similar charges |
|
133 |
75 |
37 |
| Personnel expense |
44.1 |
49 |
42 |
49 |
| Provision expense |
|
29 |
(92) |
56 |
Charges (credits) to equity (2) |
25 |
314 |
(433) |
(206) |
| Transfers and other changes |
|
(57) |
24 |
(21) |
|
|
|
|
|
| Benefit payments |
25 |
(424) |
(492) |
(608) |
| Employer contributions |
25 |
(106) |
(67) |
(4) |
| Balance at the end |
|
2,571 |
2,632 |
3,576 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Correspond to actuarial losses (gains) arising from certain post-employment defined-benefit commitments for pensions recognized in “Equity” (see Note 2.2.13).
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions for taxes, legal contingencies and other provisions. Changes over the year (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Balance at beginning |
1,065 |
990 |
1,091 |
Additions (1) |
651 |
417 |
1,175 |
| Acquisition of subsidiaries |
— |
— |
— |
| Unused amounts reversed during the year |
(385) |
(130) |
(227) |
Amount used and other variations (1) |
(183) |
(211) |
(1,050) |
| Balance at the end |
1,148 |
1,065 |
990 |
(1) In 2021, it includes the initial recognition of the estimated cost of the collective layoff procedure that was carried out at Banco Bilbao Vizcaya Argentaria, S.A., and the subsequent reclassification from "Other provisions" to "Other long term employee benefits" for the remaining amount at the time of the reclassification.
Collective layoff procedure
On June 8, 2021, BBVA reached an agreement with the union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain on April 13, 2021, which would affect a maximum of 2,935 employees. The agreement also included the closing of 480 offices. The cost of the process amounted to €994 million before taxes, of which €754 million corresponded to the collective layoff and €240 million to the closing of offices (see Notes 17, 21, 46, 49 and 50). By the time the procedure was over, 2,899 employees had accepted the agreement and effectively departed BBVA.
Ongoing legal proceedings and litigation
The financial sector faces an environment of increased regulatory pressure and litigation. In this environment, the various Group entities are often subject to lawsuits and involved in individual or collective legal proceedings and litigation arising from their activity and operations, including proceedings arising from their lending activity, from their labor relations and from other commercial, regulatory or tax issues, as well as in arbitration.
On the basis of the information available, the Group considers that, as of December 31, 2023, the provisions made in relation to judicial proceedings and arbitrations, where so required, are adequate and reasonably cover the liabilities that might arise, if any, from such proceedings and arbitrations. Furthermore, on the basis of the information available and with the exceptions indicated in Note 7.1 "Risk factors", BBVA considers that the liabilities that may arise from such proceedings will not have, individually, a significant adverse effect on the Group's business, financial situation or results of operations.
25.Post-employment and other employee benefit commitments
As stated in Note 2.2.13, the Group has assumed commitments with employees including short-term employee benefits (see Note 44.1), defined contribution and defined benefit plans (see Glossary), healthcare and other long-term employee benefits.
The Group sponsors defined-contribution plans for the majority of its active employees with the plans in Spain and Mexico being the most significant. Most defined benefit plans are closed to new employees with liabilities relating largely to retired employees, the most significant being those in Spain, Mexico and Turkey. In Mexico, the Group provides medical benefits to a closed group of employees and their family members, both in active service and retirement.
The breakdown of the net defined benefit liability recorded on the balance sheet as of December 31, 2023, 2022 and 2021 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net defined benefit liability (asset) on the consolidated balance sheet (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Pension commitments |
|
3,849 |
3,661 |
4,218 |
| Early retirement commitments |
|
412 |
606 |
952 |
| Medical benefits commitments |
|
1,728 |
1,448 |
1,377 |
| Other long term employee benefits |
|
435 |
466 |
632 |
| Total commitments |
|
6,424 |
6,181 |
7,180 |
| Pension plan assets |
|
1,675 |
1,608 |
1,494 |
| Medical benefit plan assets |
|
1,744 |
1,476 |
1,494 |
Total plan assets ⁽¹⁾ |
|
3,419 |
3,084 |
2,988 |
|
|
|
|
|
| Total net liability / asset |
|
3,006 |
3,097 |
4,193 |
Of which: Net asset on the consolidated balance sheet (2) |
|
— |
(1) |
(15) |
Of which: Net liability on the consolidated balance sheet for provisions for pensions and similar obligations (3) |
24 |
2,571 |
2,632 |
3,576 |
Of which: Net liability on the consolidated balance sheet for other long term employee benefits |
24 |
435 |
466 |
632 |
(1) In Turkey, the foundation responsible for managing the benefit commitments holds an additional asset of €153 million as of December 31, 2023 which, in accordance with IFRS regarding the asset ceiling, has not been recognized in the Consolidated Financial Statements, because although it could be used to reduce future pension contributions it could not be immediately refunded to the employer.
(2) Recorded under the heading “Other Assets - Other” of the consolidated balance sheet (see Note 20).
(3) Recorded under the heading “Provisions - Provisions for pensions and similar obligations” of the consolidated balance sheet.
The impact relating to benefit commitments charged to consolidated income statement for the years 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consolidated income statement impact (Millions of Euros) |
|
Notes |
2023 |
2022 ⁽¹⁾ |
2021 |
| Interest and other expense |
|
133 |
75 |
37 |
| Interest expense |
|
444 |
342 |
257 |
| Interest income |
|
(311) |
(267) |
(220) |
| Personnel expense |
|
188 |
130 |
120 |
| Defined contribution plan expense |
44.1 |
139 |
87 |
71 |
| Defined benefit plan expense |
44.1 |
49 |
42 |
49 |
| Provisions or (reversal) of provisions |
46 |
31 |
(89) |
61 |
| Early retirement expense |
|
— |
— |
100 |
| Past service cost expense |
|
36 |
34 |
(28) |
Remeasurements ⁽²⁾ |
|
(7) |
(126) |
(16) |
| Other provision expense |
|
2 |
3 |
6 |
| Total impact on consolidated income statement: expense (income) |
352 |
116 |
218 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Actuarial losses (gains) on remeasurement of the net defined benefit liability relating to early retirements in Spain and other long-term employee benefits that are charged to the income statements (see Note 2.2.12).
The amounts relating to post-employment benefits charged to the consolidated balance sheet correspond to the actuarial gains (losses) on remeasurement of the net defined benefit liability relating to pension and medical commitments before income taxes as of December 31, 2023, 2022 and 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Equity impact (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Defined benefit plans |
302 |
(363) |
52 |
| Post-employment medical benefits |
12 |
(71) |
(257) |
| Total impact on equity: debit (credit) |
314 |
(433) |
(206) |
In 2023, the aggregate impact of this heading amounted to a debit of €314 million driven by the variation in financial assumptions, losses of €71 million from commitments in Spain, and losses of €170 million for commitments in Mexico. These amounts are offset by other minor effects of actuarial experience in these geographical areas and financial, demographic and experience effects in other geographical areas.
In 2022, the aggregate impact of this heading amounted to a credit of €433 million driven by the variation in financial assumptions, gains of €558 million from commitments in Spain, and losses of €72 million for commitments in Mexico. These amounts are offset by other minor effects of actuarial experience in these geographical areas and financial, demographic and experience effects in other geographical areas.
In 2021, the aggregate impact of this heading amounted to a credit of €206 million driven by the variation in financial assumptions, gains of €171 million for the commitments in Mexico, and gains of €55 million for the commitments in Spain. These amounts are offset by other geographies and demographic and experience effects.
25.1Defined benefit plans
Defined benefit commitments relate mainly to employees who have already retired or taken early retirement, certain closed groups of active employees still accruing defined benefit pensions, and in-service death and disability benefits provided to most active employees. For the latter, the Group pays the required premiums to fully insure the related liability. The change in these pension commitments during the years ended December 31, 2023, 2022 and 2021 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Defined benefits (Millions of Euros) |
|
2023 |
2022 |
2021 |
|
Defined benefit obligation |
Plan assets |
Net liability (asset) |
Defined benefit obligation |
Plan assets |
Net liability (asset) |
Defined benefit obligation |
Plan assets |
Net liability (asset) |
| Balance at the beginning |
5,715 |
3,084 |
2,631 |
6,547 |
2,988 |
3,560 |
7,348 |
3,092 |
4,256 |
| Current service cost |
52 |
— |
52 |
45 |
— |
45 |
53 |
— |
53 |
| Interest income/expense |
425 |
311 |
114 |
333 |
267 |
65 |
253 |
220 |
33 |
| Contributions by plan participants |
10 |
10 |
— |
10 |
10 |
— |
5 |
5 |
— |
| Employer contributions |
— |
106 |
(106) |
— |
67 |
(67) |
— |
4 |
(4) |
Past service costs (1) |
36 |
— |
36 |
34 |
— |
34 |
75 |
— |
75 |
| Remeasurements: |
375 |
68 |
307 |
(741) |
(240) |
(501) |
(406) |
(184) |
(223) |
Return on plan assets (2) |
— |
68 |
(68) |
— |
(240) |
240 |
— |
(184) |
184 |
| From changes in demographic assumptions |
(86) |
— |
(86) |
(29) |
— |
(29) |
(121) |
— |
(121) |
| From changes in financial assumptions |
248 |
— |
248 |
(812) |
— |
(812) |
(259) |
— |
(259) |
| Other actuarial gains and losses |
212 |
— |
212 |
100 |
— |
100 |
(27) |
— |
(27) |
| Benefit payments |
(655) |
(232) |
(424) |
(676) |
(184) |
(492) |
(765) |
(158) |
(608) |
| Settlement payments |
(76) |
(75) |
(1) |
(4) |
(4) |
— |
(1) |
(1) |
— |
| Business combinations and disposals |
(1) |
— |
(1) |
— |
— |
— |
(2) |
1 |
(3) |
| Effect on changes in foreign exchange rates |
124 |
153 |
(29) |
161 |
180 |
(20) |
(24) |
8 |
(32) |
| Conversions to defined contributions |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Other effects |
(15) |
(7) |
(8) |
7 |
— |
7 |
13 |
— |
13 |
| Balance at the end |
5,989 |
3,419 |
2,571 |
5,715 |
3,084 |
2,631 |
6,547 |
2,988 |
3,560 |
| Of which: Spain |
2,310 |
129 |
2,181 |
2,546 |
147 |
2,399 |
3,670 |
206 |
3,464 |
| Of which: Mexico |
2,988 |
2,702 |
286 |
2,426 |
2,329 |
97 |
2,150 |
2,149 |
1 |
| Of which: The United States |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Of which: Turkey |
435 |
363 |
72 |
418 |
315 |
103 |
272 |
209 |
63 |
(1) Including gains and losses arising from settlements.
(2) Excluding interest, which is recorded under "Interest income or expense".
The balance under the heading “Provisions - Pensions and other post-employment defined benefit obligations” of the consolidated balance sheet as of December 31, 2023 includes €210 million relating to post-employment benefit commitments to former members of the Board of Directors and the Bank’s Management (see Note 54).
The most significant commitments are those in Spain and Mexico and, to a lesser extent, in Turkey. The remaining commitments are located mostly in Portugal and South America. Unless otherwise required by local regulation, all defined benefit plans have been closed to new entrants, who instead are able to participate in the Group´s defined contribution plans.
Both the costs and the present value of the commitments are determined by independent qualified actuaries using the “projected unit credit” method. In order to enable the good governance of these plans, the Group has established specific benefits committees. These benefit committees include members from the different areas of the business so that all decisions are made taking into consideration all of the associated impacts.
The following table sets out the key actuarial assumptions used in the valuation of these commitments as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Actuarial assumptions (%) |
|
2023 |
2022 |
2021 |
|
Spain |
Mexico |
Turkey |
Spain |
Mexico |
Turkey |
Spain |
Mexico |
Turkey |
| Discount rate |
3.43 |
% |
10.44 |
% |
25.60 |
% |
3.91 |
% |
10.68 |
% |
17.79 |
% |
0.74 |
% |
9.68 |
% |
19.10 |
% |
| Rate of salary increase |
— |
|
4.50 |
% |
23.44 |
% |
— |
|
4.50 |
% |
15.86 |
% |
— |
|
4.00 |
% |
16.60 |
% |
| Rate of pension increase |
— |
|
4.14 |
% |
21.94 |
% |
— |
|
4.41 |
% |
14.36 |
% |
— |
|
2.95 |
% |
15.10 |
% |
| Medical cost trend rate |
— |
|
8.04 |
% |
26.14 |
% |
— |
|
8.04 |
% |
18.56 |
% |
— |
|
7.00 |
% |
19.30 |
% |
| Mortality tables |
PER 2020 |
EMSSA09 |
TUIK 2019 |
PER 2020 |
EMSSA09 |
TUIK 2019 |
PER 2020 |
EMSSA09 |
CSO2001 |
In Spain, the discount rate shown as of December 31, 2023, corresponds to the weighted average rate, the actual discount rates used are 3.25% and 3.5% depending on the type of commitment.
Discount rates used to value future benefit cash flows have been determined by reference to high quality corporate bonds (Note 2.2.12) denominated in Euro in the case of Spain and Mexican peso for Mexico, and government bonds denominated in Turkish Lira for Turkey.
The expected return on plan assets has been set in line with the adopted discount rate.
Assumed retirement ages have been set by reference to the earliest age at which employees are entitled to retire, the contractually agreed age in the case of early retirements in Spain or by using retirement rates.
Changes in the main actuarial assumptions may affect the valuation of the commitments. The table below shows the sensitivity of the benefit obligations to changes in the key assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sensitivity analysis (Millions of Euros) |
|
Basis points change |
2023 |
2022 |
2021 |
|
Increase |
Decrease |
Increase |
Decrease |
Increase |
Decrease |
| Discount rate |
50 |
(265) |
291 |
(321) |
350 |
(282) |
307 |
| Rate of salary increase |
50 |
4 |
(4) |
1 |
(1) |
2 |
(2) |
| Rate of pension increase |
50 |
34 |
(32) |
32 |
(39) |
28 |
(26) |
| Medical cost trend rate |
50 |
141 |
(126) |
119 |
(106) |
109 |
(98) |
| Change in obligation from each additional year of longevity |
|
134 |
— |
113 |
— |
170 |
— |
The sensitivities provided above have been determined at the date of these consolidated financial statements, and reflect solely the impact of changing one individual assumption at a time, keeping the rest of the assumptions unchanged, thereby excluding the effects which may result from combined assumption changes.
In addition to the commitments to employees shown above, the Group has other less material long-term employee benefits. These include leaves and long-service awards, which consist of either an established monetary award or some vacation days granted to certain groups of employees when they complete a given number of years of service. Additionally, this heading included a fund related to the collective layoff procedure that was carried out in Banco Bilbao Vizcaya Argentaria, S.A. in 2021. As of December 31, 2023, 2022 and 2021, the actuarial liabilities for the outstanding awards amounted to €435 million, €466 million and €632 million, respectively. These commitments are recorded under the heading "Provisions - Other long-term employee benefits" of the consolidated balance sheet (see Note 24).
25.1.1Post-employment commitments and similar obligations
These commitments relate mostly to pension payments, and which have been determined based on salary and years of service. For most plans, pension payments are due on retirement, death and long term disability.
Additionally, there are commitments with early retired personnel from Spanish companies of the Group. These commitments include the compensation and indemnities due as well as the contributions payable to external pension funds during the early retirement period. As of December 31, 2023, 2022 and 2021, the value of these commitments amounted to €412 million, €606 million and €952 million, respectively.
The change in the benefit plan obligations and plan assets during the year ended December 31, 2023 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Post-employment commitments 2023 (Millions of Euros) |
|
Spain |
Mexico |
Turkey |
Rest of the world |
| Defined benefit obligation |
|
|
|
|
| Balance at the beginning |
2,546 |
985 |
418 |
318 |
| Current service cost |
3 |
9 |
17 |
3 |
| Interest income or expense |
90 |
108 |
50 |
11 |
| Contributions by plan participants |
— |
— |
9 |
2 |
| Employer contributions |
— |
— |
— |
— |
Past service costs (1) |
— |
— |
33 |
3 |
| Remeasurements: |
67 |
156 |
161 |
(4) |
Return on plan assets (2) |
— |
— |
— |
— |
| From changes in demographic assumptions |
— |
— |
(14) |
(2) |
| From changes in financial assumptions |
78 |
114 |
10 |
(10) |
| Other actuarial gains and losses |
(11) |
42 |
165 |
8 |
| Benefit payments |
(402) |
(102) |
(68) |
(14) |
| Settlement payments |
— |
(1) |
— |
(75) |
| Business combinations and disposals |
— |
— |
— |
(1) |
| Effect on changes in foreign exchange rates |
— |
114 |
(162) |
4 |
| Conversions to defined contributions |
— |
— |
— |
— |
| Other effects |
6 |
— |
(21) |
— |
| Balance at the end |
2,310 |
1,269 |
435 |
247 |
| Of which: Vested benefit obligation relating to current employees |
64 |
|
|
|
| Of which: Vested benefit obligation relating to retired employees |
2,246 |
|
|
|
|
|
|
|
|
| Plan Assets |
|
|
|
|
| Balance at the beginning |
147 |
853 |
315 |
293 |
| Current service cost |
— |
— |
— |
— |
| Interest income or expense |
5 |
91 |
41 |
9 |
| Contributions by plan participants |
— |
— |
9 |
2 |
| Employer contributions |
— |
37 |
23 |
29 |
Past service costs (1) |
— |
— |
— |
— |
| Remeasurements: |
— |
(19) |
129 |
(25) |
Return on plan assets (2) |
— |
(19) |
129 |
(25) |
| From changes in demographic assumptions |
— |
— |
— |
— |
| From changes in financial assumptions |
— |
— |
— |
— |
| Other actuarial gains and losses |
— |
— |
— |
— |
| Benefit payments |
(23) |
(102) |
(25) |
(12) |
| Settlement payments |
— |
(1) |
— |
(74) |
| Business combinations and disposals |
— |
— |
— |
— |
| Effect on changes in foreign exchange rates |
— |
99 |
(122) |
3 |
| Conversions to defined contributions |
— |
— |
— |
— |
| Other effects |
— |
— |
(7) |
— |
| Balance at the end |
129 |
958 |
363 |
224 |
|
|
|
|
|
| Net liability (asset) |
|
|
|
|
| Balance at the beginning |
2,399 |
132 |
103 |
25 |
| Current service cost |
3 |
9 |
17 |
3 |
| Interest income or expense |
85 |
17 |
8 |
2 |
| Contributions by plan participants |
— |
— |
— |
— |
| Employer contributions |
— |
(37) |
(23) |
(29) |
Past service costs (1) |
— |
— |
33 |
3 |
| Remeasurements: |
67 |
175 |
32 |
21 |
Return on plan assets (2) |
— |
19 |
(129) |
25 |
| From changes in demographic assumptions |
— |
— |
(14) |
(2) |
| From changes in financial assumptions |
78 |
114 |
10 |
(10) |
| Other actuarial gains and losses |
(11) |
42 |
165 |
8 |
| Benefit payments |
(379) |
— |
(43) |
(1) |
| Settlement payments |
— |
— |
— |
(1) |
| Business combinations and disposals |
— |
— |
— |
(1) |
| Effect on changes in foreign exchange rates |
— |
15 |
(40) |
1 |
| Conversions to defined contributions |
— |
— |
— |
— |
| Other effects |
6 |
— |
(14) |
— |
| Balance at the end |
2,181 |
311 |
72 |
23 |
(1) Including gains and losses arising from settlements.
(2) Excluding interest, which is recorded under "Interest income or expense".
The change in net liabilities (assets) during the years ended December 31, 2022 and 2021 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Post-employment commitments (Millions of Euros) |
|
2022: Net liability (assets) |
2021: Net liability (assets) |
|
Spain |
Mexico |
Turkey |
Rest of the world |
Spain |
Mexico |
Turkey |
Rest of the world |
| Balance at the beginning |
3,464 |
124 |
63 |
24 |
4,039 |
28 |
85 |
27 |
| Current service cost |
4 |
7 |
13 |
3 |
5 |
5 |
16 |
3 |
| Interest income or expense |
51 |
14 |
10 |
4 |
20 |
1 |
9 |
1 |
| Contributions by plan participants |
— |
— |
— |
— |
— |
— |
— |
— |
| Employer contributions |
— |
(41) |
(22) |
(3) |
11 |
(2) |
(11) |
(1) |
Past service costs (1) |
— |
1 |
2 |
3 |
75 |
— |
2 |
2 |
| Remeasurements: |
(643) |
152 |
62 |
(1) |
(98) |
128 |
10 |
(5) |
Return on plan assets (2) |
34 |
45 |
(104) |
121 |
8 |
49 |
(11) |
19 |
| From changes in demographic assumptions |
— |
— |
(37) |
8 |
— |
(4) |
— |
(2) |
| From changes in financial assumptions |
(643) |
73 |
82 |
(132) |
(61) |
84 |
(18) |
(7) |
| Other actuarial gains and losses |
(34) |
34 |
122 |
2 |
(45) |
(2) |
39 |
(15) |
| Benefit payments |
(484) |
— |
(6) |
(1) |
(599) |
(1) |
(6) |
(1) |
| Settlement payments |
— |
— |
— |
— |
— |
— |
— |
— |
| Business combinations and disposals |
— |
(139) |
— |
— |
— |
(40) |
— |
(2) |
| Effect on changes in foreign exchange rates |
— |
13 |
(18) |
(3) |
— |
5 |
(43) |
1 |
| Conversions to defined contributions |
— |
— |
— |
— |
— |
— |
— |
— |
| Other effects |
7 |
— |
— |
— |
12 |
— |
— |
— |
| Balance at the end |
2,399 |
132 |
103 |
25 |
3,464 |
124 |
63 |
24 |
(1) Includes gains and losses from settlements.
(2) Excludes interest which is reflected in the line item “Interest income and expense”.
In Spain, local regulation requires that pension and death benefit commitments must be funded, either through a qualified pension plan or an insurance contract.
In the Spanish entities these commitments are covered by insurance contracts which meet the requirements of the accounting standard regarding the non-recoverability of contributions. However, a significant number of the insurance contracts are with BBVA Seguros, S.A. – a consolidated subsidiary and related party – and consequently these policies cannot be considered plan assets under IAS 19. For this reason, the liabilities insured under these policies are fully recognized under the heading "Provisions – Pensions and other post-employment defined benefit obligations" of the consolidated balance sheet (see Note 24), while the related assets held by the insurance company are included within the Group´s consolidated assets (recorded according to the classification of the corresponding financial instruments). As of December 31, 2023 the value of these separate assets was €1,631 million, (€1,656 and €2,326 million as of December 31, 2022 and 2021, respectively) representing direct rights of the insured employees held in the consolidated balance sheet, hence these benefits are effectively fully funded.
On the other hand, some pension commitments have been funded through insurance contracts with insurance companies not related to the Group. In this case the consolidated balance sheet reflects the value of the obligations net of the fair value of the qualifying insurance policies. As of December 31, 2023, 2022 and 2021, the value of the aforementioned insurance policies (€130, €147 and €206 million, respectively) exactly match the value of the corresponding obligations and therefore no amount for this item has been recorded in the consolidated balance sheet.
Pension benefits are paid by the insurance companies with whom BBVA has insurance contracts and to whom all insurance premiums have been paid. The premiums are determined by the insurance companies using cash flow matching techniques to ensure that benefits can be met when due, guaranteeing both the actuarial and interest rate risk.
In Mexico, there is a defined benefit plan for employees hired prior to 2001. Other employees participate in a defined contribution plan. External funds/trusts have been constituted locally to meet benefit payments as required by local regulation.
In 2008, the Turkish government passed a law to unify the different existing pension systems under a single umbrella Social Security system. Such system provides for the transfer of the various previously established funds. The financial sector is in this stage at present, maintaining these pension commitments managed by external pension funds (foundations) established for that purpose.
The foundation that maintains the assets and liabilities relating to employees of Garanti BBVA in Turkey, as per the local regulatory requirements, has registered an obligation amounting to €193 million as of December 31, 2023 pending future transfer to the Social Security system. Furthermore, Garanti BBVA has set up a defined benefit pension plan for employees, additional to the social security benefits, reflected in the consolidated balance sheet.
25.1.2Medical benefit commitments
The change in defined benefit obligations and plan assets during the years 2023, 2022 and 2021 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Medical benefits commitments (Millions of Euros) |
|
2023 |
2022 |
2021 |
|
Defined benefit obligation |
Plan assets |
Net liability (asset) |
Defined benefit obligation |
Plan assets |
Net liability (asset) |
Defined benefit obligation |
Plan assets |
Net liability (asset) |
| Balance at the beginning |
1,448 |
1,476 |
(28) |
1,377 |
1,494 |
(116) |
1,562 |
1,484 |
77 |
| Current service cost |
20 |
— |
20 |
19 |
— |
19 |
24 |
— |
24 |
| Interest income or expense |
167 |
165 |
2 |
144 |
157 |
(14) |
131 |
129 |
2 |
| Contributions by plan participants |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Employer contributions |
— |
17 |
(17) |
— |
— |
— |
— |
1 |
(1) |
Past service costs (1) |
— |
— |
— |
28 |
— |
28 |
(5) |
— |
(5) |
| Remeasurements: |
(5) |
(17) |
12 |
(215) |
(144) |
(71) |
(377) |
(119) |
(257) |
Return on plan assets (2) |
— |
(17) |
17 |
— |
(144) |
144 |
— |
(119) |
119 |
| From changes in demographic assumptions |
(70) |
— |
(70) |
— |
— |
— |
(115) |
— |
(115) |
| From changes in financial assumptions |
56 |
— |
56 |
(191) |
— |
(191) |
(257) |
— |
(257) |
| Other actuarial gain and losses |
8 |
— |
8 |
(23) |
— |
(23) |
(4) |
— |
(4) |
| Benefit payments |
(70) |
(70) |
— |
(60) |
(60) |
— |
(49) |
(48) |
— |
| Settlement payments |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Business combinations and disposals |
— |
— |
— |
— |
(139) |
139 |
— |
(39) |
39 |
| Effect on changes in foreign exchange rates |
168 |
173 |
(5) |
155 |
167 |
(11) |
90 |
86 |
4 |
| Other effects |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Balance at the end |
1,728 |
1,744 |
(16) |
1,448 |
1,476 |
(28) |
1,377 |
1,494 |
(116) |
(1) Including gains and losses arising from settlements.
(2) Excluding interest, which is recorded under "Interest income or expense".
In Mexico, there is a medical benefit plan for employees hired prior to 2007. New employees from 2007 are covered by a medical insurance policy. An external trust has been constituted locally to fund the plan, in accordance with local legislation and Group policy.
In Turkey, employees are currently provided with medical benefits through a foundation in collaboration with the Social Security system, although local legislation prescribes the future unification of this and similar systems into the general Social Security system itself.
The valuation of these benefits and their accounting treatment follow the same methodology as that employed in the valuation of pension commitments.
25.1.3Estimated benefit payments
As of December 31, 2023, the estimated benefit payments over the next ten years for all the entities in Spain, Mexico and Turkey are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Estimated benefit payments (Millions of Euros) |
|
2024 |
2025 |
2026 |
2027 |
2028 |
2029 - 2033 |
| Commitments in Spain |
477 |
325 |
279 |
242 |
210 |
697 |
| Commitments in Mexico |
206 |
216 |
226 |
236 |
246 |
1,409 |
| Commitments in Turkey |
17 |
16 |
19 |
22 |
27 |
272 |
| Total |
699 |
557 |
524 |
500 |
484 |
2,378 |
25.1.4Plan assets
The majority of the Group´s defined benefit plans are funded by plan assets held in external funds/trusts legally separate from the Group sponsoring entity. However, in accordance with local regulation, some commitments are not externally funded and covered through internally held provisions, principally those relating to early retirements.
Plan assets are those assets which will be used to directly settle the assumed commitments and which meet the following conditions: they are not part of the Group sponsoring entities assets, they are available only to pay post-employment benefits and they cannot be returned to the Group sponsoring entity.
To manage the assets associated with defined benefit plans, BBVA Group has established investment policies designed according to criteria of prudence and minimizing the financial risks associated with plan assets.
The investment policy consists of investing in a low risk and diversified portfolio of assets with maturities consistent with the term of the benefit obligation and which, together with contributions made to the plan, will be sufficient to meet benefit payments when due, thus mitigating the plans‘ risks.
In those countries where plan assets are held in pension funds or trusts, the investment policy is developed consistently with local regulation. When selecting specific assets, current market conditions, the risk profile of the assets and their future market outlook are all taken into consideration. In all the cases, the selection of assets takes into consideration the term of the benefit obligations as well as short-term liquidity requirements.
The risks associated with these commitments are those which give rise to a deficit in the plan assets. A deficit could arise from factors such as a fall in the market value of plan assets, an increase in long-term interest rates leading to a decrease in the fair value of fixed income securities, or a deterioration of the economy resulting in more write-downs and credit rating downgrades.
The table below shows the allocation of plan assets of the main companies of the BBVA Group as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
| Plan assets breakdown (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Cash and cash equivalents |
86 |
169 |
24 |
| Debt securities (government bonds) |
2,818 |
2,270 |
2,394 |
| Mutual funds |
— |
— |
1 |
| Asset-backed securities |
— |
— |
— |
| Structured debt |
— |
— |
— |
| Insurance contracts |
21 |
183 |
148 |
| Total |
2,924 |
2,622 |
2,566 |
| Of which: Bank account in BBVA |
23 |
7 |
3 |
| Of which: Debt securities issued by BBVA |
— |
— |
— |
| Of which: Property occupied by BBVA |
— |
— |
— |
In addition to the above there are plan assets relating to the previously mentioned insurance contracts in Spain and the foundation in Turkey.
The following table provides details of investments in listed securities (Level 1) as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
| Investments in listed markets (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Cash and cash equivalents |
86 |
169 |
24 |
| Debt securities (Government bonds) |
2,818 |
2,270 |
2,394 |
| Mutual funds |
— |
— |
1 |
| Total |
2,904 |
2,439 |
2,418 |
| Of which: Bank account in BBVA |
23 |
7 |
3 |
| Of which: Debt securities issued by BBVA |
— |
— |
— |
| Of which: Property occupied by BBVA |
— |
— |
— |
The remainder of the assets are mainly invested in Level 2 assets in in accordance with the classification established under IFRS 13 (mainly insurance contracts). As of December 31, 2023, almost all of the assets related to employee commitments corresponded to fixed income securities.
25.2Defined contribution plans
Certain Group entities sponsor defined contribution plans. Some of these plans allow employees to make contributions which are then matched by the employer.
Contributions are recognized as and when they are accrued, with a charge to the consolidated income statement in the corresponding year. No liability is therefore recognized in the consolidated balance sheet (see Note 44.1).
26.Capital
As of December 31, 2023 and 2022 BBVA’s share capital amounted to €2,860,590,786.20 and €2,954,757,116.36 divided into 5,837,940,380 and 6,030,116,564 shares, respectively; while as of December 31, 2021 BBVA’s share capital amounted to €3,267,264,424.20 divided into 6,667,886,580 shares. These decreases have been the result of the partial executions of the share capital reduction resolution adopted by the Ordinary Annual General Shareholders' Meeting of BBVA held on March 17, 2023, under item 3 of the agenda notified on June 2, 2023 and on December 19, 2023; and by the Annual General Shareholders' Meeting of BBVA held on March 18, 2022, under item seven of its agenda, which were notified by means of Other Relevant Information on June 15, 2022 and on September 30, 2022 (see Note 4).
As of December 31, 2023, 2022 and 2021, the shares were fully subscribed and paid-up, of the same class and series, of €0.49 par value each, and represented through book-entry accounts. All of the Bank´s shares carry the same voting and dividend rights, and no single stockholder enjoys special voting rights. Each and every share is part of the Bank’s capital.
The Bank’s shares are traded on the stock markets of Madrid, Barcelona, Bilbao and Valencia through the Sistema de Interconexión Bursátil Español (Mercado Continuo), as well as on the London and Mexico stock markets. BBVA American Depositary Shares (ADSs) traded on the New York Stock Exchange under the ticker “BBVA”.
Additionally, as of December 31, 2023, the shares of Banco BBVA Peru, S.A., BBVA Banco Provincial, S.A., Banco BBVA Colombia, S.A., Banco BBVA Argentina, S.A., and Garanti BBVA A.S., were listed on their respective local stock markets. Banco BBVA Argentina, S.A. was also quoted in the Latin American market (Latibex) of the Madrid Stock Exchange and the New York Stock Exchange. Also, the Depositary Receipts (“DR”) of Garanti BBVA, A.S. are listed in the London Stock Exchange. BBVA is also currently included, amongst other indexes, in the IBEX 35® Index, which is made up by the 35 most liquid securities traded on the Spanish Market and, technically, it is a price index that is weighted by capitalization and adjusted according to the free float of each company comprised in the index.
As of December 31, 2023, State Street Bank and Trust Co., The Bank of New York Mellon SA NV and Chase Nominees Ltd in their capacity as international custodian/depositary banks, held 15.73%, 1.81%, and 9.20% of BBVA common stock, respectively. Of said positions held by the custodian banks, BBVA is not aware of any individual shareholders with direct or indirect holdings greater than or equal to 3% of BBVA common stock outstanding.
On February 5, 2024, BlackRock, Inc. reported to the SEC that it beneficially owned 7.2% of BBVA’s common stock.
On November 8, 2023, Capital Research and Management Company reported to the Spanish Securities and Exchange Commission (CNMV) that, it had an indirect holding of BBVA common stock totaling 3.010 %, of which 3.007% correspond to voting rights attributed to shares and 0.003% correspond to voting rights held through financial instruments.
BBVA is not aware of any direct or indirect interests through which control of the Bank may be exercised. Furthermore, BBVA has not received any information on stockholder agreements including the regulation of the exercise of voting rights at its Annual General Shareholders' Meetings or restricting or placing conditions on the free transferability of BBVA shares. No agreement is known to BBVA that could give rise to changes in the control of the Bank.
BBVA banking subsidiaries, associates and joint ventures worldwide, are subject to supervision and regulation from a variety of regulatory bodies in relation to, among other aspects, the satisfaction of minimum capital requirements. The obligation to satisfy such capital requirements may affect the ability of such entities to transfer funds in the form of cash dividends, loans or advances. In addition, under the laws of the various jurisdictions where such entities are incorporated, dividends may only be paid out through funds legally available for such purpose. Even when the minimum capital requirements are met and funds are legally available, the relevant regulators or other public administrations could discourage or delay the transfer of funds to the Group in the form of cash, dividends, loans or advances for prudential reasons.
Resolutions adopted by the Annual General Shareholders' Meeting
Capital increase
BBVA's Annual General Shareholders' Meeting held on March 18, 2022 resolved, under agenda item four, to confer authority on the Board of Directors of BBVA to increase BBVA's share capital, on one or several occasions, within the legal term of five years to be counted as from the date on which this resolution was adopted, up to the maximum amount corresponding to 50% of BBVA's share capital at the time of this authorization. Likewise, the Annual General Shareholders' Meeting resolved to confer on the Board of Directors authority to totally or partially exclude shareholders' pre-emptive subscription rights within the framework of a specific issue of shares that may be made thereunder.
However, the power to exclude pre-emptive subscription rights was limited, such that the nominal amount of any share capital increases resolved or effectively carried out with the exclusion of pre-emptive subscription rights and those that may be resolved or carried out to cover the conversion of convertible issuances that may equally be made with the exclusion of pre-emptive subscription rights in use of the authority delegated to issue convertible securities (other than contingently convertible securities, envisaged to meet regulatory requirements for their eligibility as capital instruments (CoCos)) as resolved by BBVA's Annual General Shareholders' Meeting held on March 18, 2022 under agenda item five and which is described in Note 22.4.1 (without prejudice to anti-dilution adjustments), may not exceed the nominal maximum overall amount of 10% of BBVA's share capital at the time of this authorization. This authority repealed the authority conferred by the Annual General Shareholders' Meeting held on March 17, 2017 under its agenda item four, which BBVA did not use.
As of the date of this document, the Bank has not exercised the authority conferred by the General Shareholders' Meeting.
Capital Decrease
BBVA's Annual General Shareholders' Meeting held on March 18, 2022 resolved, under agenda item seven, to approve the share capital reduction of BBVA by up to a maximum amount of 10% of the share capital on the date of this resolution, through the redemption of own shares acquired derivatively by BBVA, both those acquired by virtue of the authorization granted by the BBVA Annual General Shareholders' Meeting held on March 16, 2018 under item three of the agenda, and those that were acquired by virtue of the authorization granted by the General Shareholders' Meeting held on March 18, 2022 under item six of the agenda, from that date, through any mechanism whose objective or purpose is redemption. The implementation period of this resolution was until the date of the following Annual General Shareholders' Meeting, being rendered null and void from that date in respect of the amount not executed. The Annual General Shareholders' Meeting conferred authority on the Board of Directors of BBVA, with sub-delegation powers, to totally or partially execute the aforementioned share capital reduction, on one or more occasions, repealing the resolution adopted by the Annual General Shareholders' Meeting held on April 20, 2021 under agenda item six, which BBVA did not use.
In the execution of said resolution, (see Note 4), BBVA has executed the following share capital reductions:
–On June 15, 2022, BBVA notified the partial execution of the resolution through the reduction of BBVA’s share capital in a nominal amount of €137,797,167.90 and the consequent redemption, charged to unrestricted reserves, of 281,218,710 own shares of €0.49 par value each acquired derivatively by the Bank in execution of the First Tranche of the Program Scheme and which were held as treasury shares.
–On September 30, 2022, BBVA notified the second partial execution of the resolution through the reduction of BBVA’s share capital in a nominal amount of €174,710,139.94 and the consequent redemption, charged to unrestricted reserves, of 356,551,306 own shares of €0.49 par value each acquired derivatively by the Bank in execution of the Second Tranche of the Program Scheme and which were held as treasury shares.
BBVA's Annual General Shareholders' Meeting held on March 17, 2023 resolved, under agenda item three, to approve the share capital reduction of BBVA by up to a maximum amount of 10% of the share capital on the date of this resolution, through the redemption of own shares acquired derivatively by BBVA by virtue of the authorization granted by the General Shareholders' Meeting held on March 18, 2022 under item six of the agenda, through any mechanism whose objective or purpose is redemption, The implementation period of this resolution was until the date of the following Annual General Shareholders' Meeting, being rendered null and void from that date in respect of the amount not executed. The Annual General Shareholders' Meeting conferred authority on the Board of Directors of BBVA, with sub-delegation powers, to totally or partially execute the aforementioned share capital reduction, on one or more occasions, repealing the resolution adopted by the Annual General Shareholders' Meeting held on March 18, 2022, under agenda item seven, whose executions are described above.
In the execution of said resolution, (see Note 4), BBVA has executed the following share capital reductions:
–On June 2, 2023, BBVA notified the partial execution of the resolution through the reduction of BBVA’s share capital in a nominal amount of €31,675,343.91 and the consequent redemption, charged to unrestricted reserves, of 64,643,559 own shares of €0.49 par value each acquired derivatively by the Bank in execution of a share buyback program and which were held as treasury shares.
–On December 19, 2023, BBVA notified the second partial execution of the resolution through the reduction of BBVA’s share capital in a nominal amount of €62,490,986.25 and the consequent redemption, charged to unrestricted reserves, of 127,532,625 own shares of €0.49 par value each acquired derivatively by the Bank in execution of a share buyback program and which were held as treasury shares.
Convertible and/or exchangeable securities:
Note 22.4 introduces the details of the convertible and/or exchangeable securities.
27.Share premium
As of December 31, 2023, the balance under this heading in the consolidated balance sheets was €19,769 million. As of December 31, 2022 and 2021, the balance under this heading was €20,856 and €23,599 million, respectively (see Note 4).
The amended Spanish Corporation Act expressly permits the use of the share premium balance to increase capital and establishes no specific restrictions as to its use (see Note 26).
28.Retained earnings and other reserves
28.1Breakdown of the balance
The breakdown of the balance under this heading in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Retained earnings and other reserves. Breakdown by concepts (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Legal reserve |
572 |
591 |
653 |
| Restricted reserve |
561 |
482 |
761 |
|
|
|
|
Voluntary reserves |
5,478 |
3,906 |
3,994 |
| Total reserves holding company |
6,612 |
4,979 |
5,409 |
| Consolidation reserves attributed to the Bank and subsidiary consolidated companies |
31,639 |
30,077 |
24,575 |
| Total |
38,251 |
35,056 |
29,984 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
28.2Legal reserve
Under the amended Spanish Corporations Act, 10% of any profit made each year must be transferred to the legal reserve. The transfer must be made until the legal reserve reaches 20% of the common stock.
The legal reserve can be used to increase the common stock provided that the remaining reserve balance does not fall below 10% of the increased capital. While it does not exceed 20% of the common stock, it can only be allocated to offset losses exclusively in the case that there are not sufficient reserves available.
28.3Restricted reserves
As of December 31, 2023, 2022 and 2021, the Bank’s restricted reserves are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted reserves. Breakdown by concepts (Millions of Euros) |
|
|
|
2023 |
2022 |
2021 |
Restricted reserve for retired capital |
495 |
400 |
88 |
Restricted reserve for Parent Company shares and loans for those shares |
65 |
80 |
672 |
| Restricted reserve for redenomination of capital in euros |
2 |
2 |
2 |
| Total |
561 |
482 |
761 |
Until 2021, the restricted reserve for retired capital resulted from the reduction of the nominal par value of the BBVA shares made in April 2000. In 2023 and 2022 the amount includes the partial executions of the capital reduction resolution adopted by BBVA's General Shareholders' Meeting held on March 17, 2023 and March 18, 2022, respectively (see Note 26).
The second heading corresponds to restricted reserves related to the amount of shares issued by the Bank in its possession at each date, as well as the amount of customer loans outstanding at those dates that were granted for the purchase of, or are secured by, the parent company shares. The balance of 2021 is mainly due to the share buyback program (see Note 4).
Finally, pursuant to Law 46/1998 on the Introduction of the Euro, a restricted reserve is recognized as a result of the rounding effect of the redenomination of the parent company common stock in euros.
28.4Retained earnings and other reserves by entity
The breakdown, by company or corporate group, under the headings “Retained earnings” and “other reserves” in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Retained earnings and other reserves. Breakdown by company or corporate group (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Retained earnings (losses), revaluation reserves and other reserves |
|
|
|
| Holding Company |
15,672 |
14,003 |
12,467 |
| BBVA Mexico Group |
15,705 |
14,042 |
13,894 |
| Garanti BBVA Group |
5,857 |
5,703 |
3,043 |
| BBVA Provincial Group |
1,758 |
1,720 |
1,721 |
BBVA Argentina Group |
1,474 |
1,456 |
1,423 |
| BBVA Colombia Group |
1,573 |
1,489 |
1,393 |
| BBVA Perú Group |
1,158 |
1,065 |
1,031 |
| Forum Chile Group |
652 |
632 |
604 |
| BBVA Uruguay Group |
139 |
118 |
106 |
| BV America, S.L. |
374 |
299 |
270 |
| Corporación General Financiera, S.A. |
368 |
338 |
322 |
| BBVA Seguros, S.A. |
306 |
284 |
239 |
| Bilbao Vizcaya Holding, S.A. |
198 |
144 |
68 |
| BBVA Axial Tech S.A. de C.V. |
87 |
85 |
78 |
| Pecri Inversión, S.L. |
(17) |
119 |
118 |
| Anida Operaciones Singulares, S.A. |
(5,497) |
(5,529) |
(5,512) |
Other Real State Spanish Companies (2) |
(1,164) |
(909) |
(934) |
Other |
(155) |
217 |
(101) |
Subtotal (3) |
38,488 |
35,277 |
30,231 |
| Other reserves or accumulated losses of investments in joint ventures and associates |
|
|
|
| ATOM Bank PLC |
(181) |
(169) |
(158) |
| Metrovacesa, S.A. |
(84) |
(84) |
(84) |
| Other |
28 |
32 |
(5) |
| Subtotal |
(237) |
(221) |
(247) |
| Total |
38,251 |
35,057 |
29,984 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Includes balances corresponding to Sociedades inmobiliarias CX, Anida Grupo Inmobiliario and Sociedades inmobiliarias Unnim.
(3) In 2021 includes the accounting for shares pending from buyback program (see Note 4) and the reclassification of items not subject to reclassification to income statement to by results for "Actuarial gains (losses) in defined benefit pension plans".
For the purpose of allocating the reserves and accumulated losses to the consolidated entities and to the parent company, the transfers of reserves arising from the dividends paid and transactions between these entities are taken into account in the period in which they took place.
29.Treasury shares
In the years ended December 31, 2023, 2022 and 2021 the Group entities performed the following transactions with shares issued by the Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury shares (Millions of Euros) |
|
|
2023 |
|
2022 |
|
2021 |
|
Number of Shares |
Millions of Euros |
Number of Shares |
Millions of Euros |
Number of Shares |
Millions of Euros |
| Balance at beginning |
5,485,414 |
29 |
127,633,399 |
647 |
14,352,832 |
46 |
| + Purchases |
301,882,728 |
2,166 |
598,457,024 |
2,966 |
203,530,570 |
1,022 |
| - Sales and other changes |
(302,981,517) |
(2,161) |
(720,605,009) |
(3,583) |
(90,250,003) |
(417) |
| +/- Derivatives on BBVA shares |
— |
— |
— |
— |
— |
(4) |
| +/- Other changes |
— |
— |
— |
— |
— |
— |
| Balance at the end |
4,386,625 |
34 |
5,485,414 |
29 |
127,633,399 |
647 |
| Of which: |
|
|
|
|
|
|
| Held by BBVA, S.A. |
— |
3 |
— |
3 |
112,733,730 |
574 |
| Held by Corporación General Financiera, S.A. |
4,354,004 |
31 |
5,454,516 |
26 |
14,899,669 |
72 |
| Held by other subsidiaries |
32,621 |
— |
30,898 |
— |
— |
— |
| Average purchase price in Euros |
7.18 |
— |
4.96 |
— |
5.02 |
— |
| Average selling price in Euros (including other changes) |
7.14 |
— |
4.99 |
— |
4.89 |
— |
Net gains or losses on transactions
(Shareholders' funds-Reserves) |
|
1 |
|
9 |
|
17 |
In 2023, 2022 and 2021 there were transactions included in the share buyback program (see Note 4).
The percentages of treasury shares held by the Group in the years ended December 31, 2023, 2022 and 2021 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury Share |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
Min |
Max |
Closing |
Min |
Max |
Closing |
Min |
Max |
Closing |
| % treasury share |
0.038 |
% |
2.214 |
% |
0.075 |
% |
0.078 |
% |
7.492 |
% |
0.094 |
% |
0.108 |
% |
1.922 |
% |
1.914 |
% |
The number of BBVA shares accepted by the Group in pledge of loans as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Shares of BBVA accepted in pledge |
|
2023 |
2022 |
2021 |
| Number of shares in pledge |
17,492,194 |
23,437,363 |
29,372,853 |
| Nominal value (in Euros) |
0.49 |
0.49 |
0.49 |
| % of share capital |
0.29 |
% |
0.39 |
% |
0.44 |
% |
The number of BBVA shares owned by third parties but under management of a company within the Group as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Shares of BBVA owned by third parties but managed by the Group |
|
2023 |
2022 |
2021 |
| Number of shares owned by third parties |
13,258,994 |
18,686,027 |
17,645,506 |
| Nominal value (in Euros) |
0.49 |
0.49 |
0.49 |
| % of share capital |
0.23 |
% |
0.31 |
% |
0.26 |
% |
30.Accumulated other comprehensive income (loss)
The breakdown of the balance under this heading in the consolidated balance sheets is as follows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated other comprehensive income (loss). Breakdown by concepts (Millions of Euros) |
|
Notes |
2023 |
2022 ⁽¹⁾ |
2021 |
| Items that will not be reclassified to profit or loss |
|
(2,105) |
(1,881) |
(2,075) |
| Actuarial gains (losses) on defined benefit pension plans |
|
(1,049) |
(760) |
(998) |
|
|
|
|
|
| Fair value changes of equity instruments measured at fair value through other comprehensive income |
13.4 |
(1,112) |
(1,194) |
(1,079) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value changes of financial liabilities at fair value through profit or loss attributable to changes in their credit risk |
|
55 |
72 |
2 |
| Items that may be reclassified to profit or loss |
|
(14,148) |
(15,760) |
(14,401) |
| Hedge of net investments in foreign operations (effective portion) |
|
(2,498) |
(1,408) |
(146) |
|
|
|
|
|
| Mexican peso |
|
(3,147) |
(1,751) |
(681) |
| Turkish lira |
|
670 |
358 |
555 |
| Other exchanges |
|
(21) |
(15) |
(19) |
| Foreign currency translation |
|
(11,419) |
(13,078) |
(14,988) |
|
|
|
|
|
| Mexican peso |
|
(640) |
(2,791) |
(4,503) |
| Turkish lira |
|
(6,908) |
(6,599) |
(6,607) |
| Argentine peso |
|
(1,296) |
(868) |
(1,024) |
| Venezuela Bolívar |
|
(1,865) |
(1,850) |
(1,858) |
| Other exchanges |
|
(711) |
(969) |
(995) |
| Hedging derivatives. Cash flow hedges (effective portion) |
|
133 |
(447) |
(533) |
| Fair value changes of debt instruments measured at fair value through other comprehensive income |
13.4 |
(357) |
(809) |
1,274 |
| Share of other recognized income and expense of investments in joint ventures and associates |
|
(8) |
(18) |
(9) |
| Total |
|
(16,254) |
(17,642) |
(16,476) |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The balances recognized under these headings are presented net of tax.
The main changes in 2023 are explained by the appreciation against the euro of some of the currencies of the main geographies where the Group operates against the euro such as the Mexican peso (11.4%) and Colombian peso (21.4%), the depreciation of the Argentine peso (78.9%), the Turkish lira (38.9%) and the application of IAS 29 "Financial Reporting in Hyperinflationary Economies" in Turkey and Argentina (see Note 2.2.18).
31.Minority interests (non-controlling interests)
The breakdown by groups of consolidated entities under the heading “Minority interests (non-controlling interests)” of total equity in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Minority interests (non-controlling interests). Breakdown by subgroups (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
Garanti BBVA (2) |
1,129 |
1,179 |
2,851 |
| BBVA Peru |
1,586 |
1,469 |
1,212 |
| BBVA Argentina |
544 |
687 |
557 |
| BBVA Colombia |
82 |
73 |
76 |
| BBVA Venezuela |
108 |
95 |
70 |
| Other entities |
115 |
119 |
87 |
| Total |
3,564 |
3,623 |
4,853 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) The change corresponds mainly to the voluntary takeover bid for the entire share capital of Garanti BBVA completed on May 18, 2022 (see Note 3).
These amounts are broken down by groups of consolidated entities under the heading “Attributable to minority interests (non-controlling interests)” in the consolidated income statements:
|
|
|
|
|
|
|
|
|
|
|
|
| Profit attributable to minority interests (non-controlling interests). Breakdown by subgroups (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
Garanti BBVA ⁽²⁾ |
95 |
28 |
758 |
| BBVA Peru |
236 |
236 |
143 |
| BBVA Argentina |
59 |
83 |
26 |
| BBVA Colombia |
(16) |
5 |
9 |
| BBVA Venezuela |
24 |
22 |
3 |
| Other entities |
(1) |
32 |
25 |
| Total |
397 |
405 |
965 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) The change corresponds mainly to the IAS 29 "Financial Reporting in Hyperinflationary Economies" implementation and the voluntary takeover bid for the entire share capital of Garanti BBVA completed on May 18, 2022 (see Notes 2.2.18 and 3).
Dividends distributed to minority interests of the Group during the year 2023 related to: BBVA Banco Continental Group €126 million, BBVA Argentina Group €67 million, BBVA Garanti Group €62 million and other Group entities €78 million.
32.Capital base and capital management
32.1Capital base
As of December 31, 2023, 2022 and 2021, own funds are calculated in accordance to the applicable regulation of each year on minimum capital requirements for Spanish credit institutions –both as individual entities and as consolidated group– that establish how to calculate them, as well as the various internal capital adequacy assessment processes they should have in place and the information they should disclose to the market.
After the latest SREP (Supervisory Review and Evaluation Process) decision, applicable as from January 1, 2024, the ECB has informed the Group that it must maintain a total capital ratio of 13.26% and a CET1 capital ratio of 9.10% at a consolidated level5, which include the consolidated Pillar 2 requirement of 1.68% (at least 1.02% must be CET1), of which 0.18% is determined on the basis of the ECB's prudential provisioning expectation which, shall be satisfied with CET1.
The prior Pillar 2 requirement (applicable since January 1, 2023) was 1.71% (of which at least 0.96% had to be CET1). BBVA had to maintain a CET1 capital ratio of 8.75% and a total capital ratio of 13.00% at a consolidated level6, which once updated taking into account the countercyclical buffer as of December 31, 2023, were 8.79% and 13.04%, respectively.
The BBVA Group has set the objective of maintaining a CET1 ratio at a consolidated level between 11.5% and 12.0%. At closing of the financial year 2023, CET1 ratio was above this target range.
5 Includes the update of the countercyclical capital buffer calculated on the basis of exposure as of December 31, 2023.
6 Includes the update of the countercyclical capital buffer calculated on the basis of exposure as of December 31, 2022.
A reconciliation of the main figures between the accounting and regulatory own funds as of December 31, 2023, 2022 and 2021 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Eligible capital resources (Millions of Euros) |
|
Notes |
2023 |
|
2022 ⁽1⁾ |
2021 |
| Capital |
26 |
2,861 |
|
2,955 |
3,267 |
| Share premium |
27 |
19,769 |
|
20,856 |
23,599 |
| Retained earnings, revaluation reserves and other reserves |
28 |
38,251 |
|
35,056 |
29,984 |
| Other equity instruments, net |
|
40 |
|
63 |
60 |
| Treasury shares |
29 |
(34) |
|
(29) |
(647) |
| Profit (loss) attributable to the parent company |
5 |
8,019 |
|
6,358 |
4,653 |
| Interim dividend |
|
(951) |
|
(722) |
(532) |
| Total equity |
|
67,955 |
|
64,535 |
60,384 |
| Accumulated other comprehensive income (loss) |
30 |
(16,254) |
|
(17,642) |
(16,476) |
| Minority interests |
31 |
3,564 |
|
3,623 |
4,853 |
| Shareholders' equity |
|
55,265 |
|
50,517 |
48,760 |
| Goodwill and other intangible assets |
|
(1,421) |
|
(1,395) |
(1,484) |
| Differences from solvency and accounting perimeter |
|
(137) |
|
(123) |
(130) |
| Equity not eligible at solvency level |
|
(137) |
|
(123) |
(130) |
Other adjustments and deductions (2) |
|
(7,591) |
|
(6,262) |
(7,197) |
| Common Equity Tier 1 (CET 1) |
|
46,116 |
|
42,738 |
39,949 |
| Additional Tier 1 before Regulatory Adjustments |
|
6,033 |
|
5,193 |
5,737 |
| Total Regulatory Adjustments to Additional Tier 1 |
|
— |
|
— |
— |
| Tier 1 |
|
52,150 |
|
47,931 |
45,686 |
| Tier 2 |
|
8,182 |
|
5,930 |
7,383 |
|
|
|
|
|
|
| Total Capital (Total Capital=Tier 1 + Tier 2) |
|
60,332 |
|
53,861 |
53,069 |
Total Minimum capital required |
|
47,455 |
|
43,111 |
39,275 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Other adjustments and deductions includes, among others, the adjustment of non-eligible minority interests, the amount of repurchase of own shares up to the maximum limit authorized by the ECB for the BBVA Group in 2021 (see Note 4) and the amount of shareholders remuneration pending to be distributed.
The Group’s eligible own funds and risk-weighted assets (RWAs) in accordance with the aforementioned applicable regulation as of December 31, 2023, 2022 and 2021 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amount of capital CC1 (Millions of Euros) |
|
2023 |
|
2022 ⁽1⁾ |
2021 ⁽1⁾ |
| Capital and share premium |
22,629 |
|
23,810 |
26,866 |
| Retained earnings and equity instruments |
34,889 |
|
31,436 |
30,745 |
| Other accumulated income and other reserves |
(12,872) |
|
(13,952) |
(17,200) |
| Minority interests |
1,864 |
|
1,853 |
2,800 |
Net attributable profit (2) |
4,759 |
|
3,814 |
2,573 |
| Common Equity Tier I (CET1) before other regulatory adjustments |
51,269 |
|
46,962 |
45,784 |
| Goodwill and intangible assets |
(1,421) |
|
(1,395) |
(1,484) |
Direct, indirect and synthetic holdings in own Common Equity Tier I instruments (3) |
(331) |
|
(356) |
(2,800) |
| Deferred tax assets |
(988) |
|
(1,057) |
(1,009) |
Other deductions and filters (4) |
(2,412) |
|
(1,416) |
(542) |
| Total common equity Tier 1 regulatory adjustments |
(5,153) |
|
(4,223) |
(5,835) |
| Common equity TIER 1 (CET1) |
46,116 |
|
42,738 |
39,949 |
| Capital instruments and share premium accounts classified as liabilities and qualifying as Additional Tier I |
5,715 |
|
4,875 |
5,265 |
| Qualifying Tier 1 capital included in consolidated AT1 capital issued by subsidiaries and held by third parties |
319 |
|
318 |
472 |
| Additional Tier 1 (CET 1) before regulatory adjustments |
6,033 |
|
5,193 |
5,737 |
| Transitional CET 1 adjustments |
— |
|
— |
— |
| Total regulatory adjustments to additional Tier 1 |
— |
|
— |
— |
| Additional Tier 1 (AT1) |
6,033 |
|
5,193 |
5,737 |
| Tier 1 (Common equity TIER 1+ additional TIER 1) |
52,150 |
|
47,931 |
45,686 |
| Capital instruments and share premium accounted as Tier 2 |
5,214 |
|
3,510 |
4,324 |
| Qualifying Tier 2 capital included in consolidated T2 capital issued by subsidiaries and held by third parties |
2,890 |
|
2,310 |
2,516 |
| Credit risk adjustments |
88 |
|
213 |
722 |
| Tier 2 before regulatory adjustments |
8,192 |
|
6,033 |
7,562 |
| Tier 2 regulatory adjustments |
(10) |
|
(103) |
(179) |
| Tier 2 |
8,182 |
|
5,930 |
7,383 |
| Total capital (Total capital=Tier 1 + Tier 2) |
60,332 |
|
53,861 |
53,069 |
| Total RWA |
363,915 |
|
337,066 |
307,795 |
| CET 1 (phased-in) |
12.67 |
% |
|
12.68 |
% |
12.98 |
% |
| Tier 1 (phased-in) |
14.33 |
% |
|
14.22 |
% |
14.84 |
% |
| Total capital (phased-in) |
16.58 |
% |
|
15.98 |
% |
17.24 |
% |
(1) In 2022 and 2021, the difference between the phased-in and fully-loaded ratios arises from the temporary treatment of certain capital items, mainly as a result of the impact of IFRS 9, to which the BBVA Group adhered voluntarily (in accordance with article 473bis of the CRR and the subsequent amendments introduced by the Regulation (EU) 2020/873). In 2023, there are no differences between phased-in and fully-loaded ratios due to the aforementioned temporary treatment.
(2) The shareholder remuneration for each year corresponding to the cash dividend already paid is deducted. Likewise, for fiscal year 2023, the cash dividend pending distribution in accordance with the entity's dividend policy is deducted. Such dividend is subject to its approval at the 2024 General Shareholders' Meeting.
(3) With respect to 2021, it includes mainly the amount of shares pending to be acquired under the share buyback program based on the maximum limit authorized by the ECB for the BBVA Group as of December 31, 2021 (see Note 4).
(4) Includes the value amounts in euros of the share repurchase programs carried out. Likewise, for the 2023 financial year, the maximum amount foreseen corresponding to the share buyback program announced in 2024 is included subject to its approval at the General Shareholders' Meeting.
BBVA Group's earnings have contributed to achieving a consolidated CET1 ratio of 12.67% as of December 31, 2023, which allowed it to maintain a management buffer over the Group's CET1 requirement as of that date (8.79%), which is also above the Group's target management range of 11.5-12.0% CET1.
The CET1 ratio increased by 6 basis points, mainly explained by the generation of earnings in the year (+233 basis points) which, net of shareholder remuneration and payment of convertible contingent instrument coupons (CoCos), generated a positive contribution of +106 basis points.
The growth of risk-weighted assets (RWAs), derived from the organic growth of activity (mainly as a result of the increase in the loan portfolio), at constant exchange rates, resulted in a -132 basis points decrease in the CET1 ratio.
Further, share buyback programs implemented in 2023 led to a -32 basis points decrease in the CET1 ratio. Other elements that affected the CET1 ratio (mainly, the positive reversal of the ECB’s prudential provisioning expectations, changes in exchange rates, market volatility, minority interests, regulatory impacts and the positive impact in "Other Comprehensive Income" equivalent to the net monetary position value loss in hyperinflationary economies recognized in results) led to a +64 basis points increase in the CET1 ratio.
Consolidated Additional Tier 1 (AT1) capital stood at 1.66% as of December 31, 2023, 12 basis points higher than in 2022, mainly due to the issuance in June 2023 of €1.0 billion Contingent Convertible instruments by BBVA S.A. In addition, BBVA S.A. issued in September 2023 an AT1 instrument of $1.0 billion. Also in September 2023, a contingent convertible issuance of €1.0 billion in nominal value was redeemed and cancelled.
The Tier 2 ratio stood at 2.25% which represents an increase of 46 basis points compared to December 31, 2022, mainly explained by the Tier 2 issuances by BBVA S.A, of €750 million in June 2023, GBP 300 million in August 2023 and $750 million in November 2023. In addition, BBVA Mexico issued $ 1.0 billion in June 2023.
As a result of the above, the total capital ratio stood at 16.58% as of December 31, 2023.
With regard to MREL (Minimum Requirement for own funds and Eligible Liabilities) requirements, on March, 8, 2022 BBVA disclosed the reception of a communication from the Bank of Spain regarding its minimum requirement for own funds and eligible liabilities, established by the Single Resolution Board (hereinafter "SRB"), which was calculated taking into account the financial and supervisory information as of June 30, 2021.
In accordance with this communication, BBVA had to maintain, as from January 1, 2022, an amount of own funds and eligible liabilities equal to 21.46% of the total RWA of its resolution group, on a sub-consolidated level (hereinafter, the "MREL in RWA"), within this MREL in RWA, an amount equal to 13.50% of the RWA had to be met with subordinated instruments (the "subordination requirement in RWA").The MREL in RWA and the subordination requirement in RWA did not include the combined capital buffer requirement which, according to applicable regulations and supervisory criteria, was 3.36% as of December 31, 2023, considering the exposures subject to the calculation of the countercyclical buffer as of December 31, 2023.
In addition, BBVA had to reach, since January 1, 2022, an amount of own funds and eligible liabilities in terms of the total exposure considered for calculating the leverage ratio equal to 7.27% (the “MREL in LR”) of which 5.61% in terms of the total exposure considered for calculating the leverage ratio had to be satisfied with subordinated instruments (the "subordination requirement in LR").
Given the own funds and eligible liabilities structure of the resolution group, as of December 31, 2023, the MREL in RWA ratio stood at 26.36%, complying with the aforementioned requirement. The MREL in LR was 10.94% and the subordination ratios in terms of RWA and in terms of LR were 21.84% and 9.06%, respectively.
On June 14, 2023 the Group disclosed the reception of a new communication from the Bank of Spain regarding its MREL requirement, established by the SRB, calculated taking into account the financial and supervisory information as of December 31, 2021. In accordance with this new communication, BBVA has to reach, starting January 1, 2024 a MREL in RWA equal to 22.11% and a subordination requirement in RWA equal to 13.50%. The MREL in RWA and the subordination requirement in RWA do not include the applicable combined capital buffer requirement which, according to applicable regulations and supervisory criteria, is 3.36%, considering the exposures subject to the calculation of the countercyclical buffer as of December 31, 2023. Given the own funds and eligible liabilities structure of the resolution group, as of December 31, 2023 the MREL in RWA requirement was met.
32.2Leverage ratio
The leverage ratio (LR) is a regulatory measure complementing capital designed to promote the financial strength of institutions in terms of indebtedness. This measurement can be used to estimate the percentage of the assets and off-balance sheet arrangements financed with Tier 1 capital, being the carrying amount of the assets used in this ratio adjusted to reflect the Group’s current or potential leverage of a given balance-sheet position (Leverage ratio exposure).
Breakdown of leverage ratio as of December 31, 2023, 2022 and 2021, calculated according to CCR, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Leverage ratio |
|
2023 |
|
2022 |
2021 |
| Tier 1 (millions of Euros) (a) |
52,150 |
|
47,931 |
45,686 |
| Exposure to leverage ratio (millions of Euros) (b) |
797,888 |
|
737,990 |
671,789 |
| Leverage ratio (a)/(b) (percentage) |
6.54 |
% |
|
6.49 |
% |
6.80 |
% |
Finally, as of December 31, 2023, the leverage ratio stood at 6.54%. Since March 2022, certain exposures to central banks are no longer excluded from the leverage ratio exposure in accordance with Regulation (EU) 2019/876 ("CRR-Quick fix").
32.3Capital management
The aim of capital management within BBVA and the Group is for both BBVA and the Group to have the necessary capital at any given time to develop the corporate strategy reflected in the Strategic Plan, in line with the risk profile set out in the Group Risk Appetite Framework.
In this regard, BBVA's capital management is also part of the most relevant forward-looking strategic decisions in the Group's management and monitoring, which include the Annual Budget and the Liquidity and Funding Plan, with which it is coordinated — all with the aim of achieving the Group's overall strategy.
Capital must be allocated optimally in order to meet the need to preserve the solvency of BBVA and the Group at all times. Together with the Group's solvency risk profile included in the Risk Appetite Framework (RAF), this optimal allocation serves as a guide for the Group's capital management and seeks a capital position that makes it possible to:
–Anticipate ordinary and extraordinary consumption that may occur, even under stress;
–Promote the development of the Group's business and align it with capital and profitability objectives by allocating resources appropriately and efficiently;
–Cover all risks—including potential risks—to which it is exposed;
–Comply with regulatory and internal management requirements at all times; and
–Remunerate BBVA shareholders in accordance with the Shareholder Remuneration Policy in force at any given time.
The areas involved in capital management in the Group shall follow and respect the following principles in their respective areas of responsibility:
–Ensuring that capital management is integrated and consistent with the Group's Strategic Plan, RAF, Annual Budget and other strategic-prospective processes, to help achieve the Group's long-term sustainability.
–Taking into account both the applicable regulatory and supervisory requirements and the risks to which the Group is—or may be—exposed when conducting its business (economic vision), when establishing a target capital level, all while adopting a forward-looking vision that takes adverse scenarios into consideration.
–Carrying out efficient capital allocation that promotes good business development, ensuring that expectations for the evolution of activity meet the strategic objectives of the Group and anticipating the ordinary and extraordinary consumption that may occur.
–Ensuring compliance with the solvency levels, including the minimum requirement for own funds and eligible liabilities (MREL), required at any given time.
–Compensating BBVA shareholders in an adequate and sustainable manner.
–Optimizing the cost of all instruments used for the purpose of meeting the target capital level at any given time
To achieve the aforementioned principles, capital management will be based on the following essential elements:
–An adequate governance and management scheme, both at the corporate body level and at the executive level.
–Planning, managing and monitoring capital properly, using the measurement systems, tools, structures, resources and quality data necessary to do so.
–A set of metrics, which is duly updated, to facilitate the tracking of the capital situation and to identify any relevant deviations from the target capital level.
–A transparent, correct, consistent and timely communication and dissemination of capital information outside the Group.
–An internal regulatory body, which is duly updated, including with respect to the regulations and procedures that support adequate capital management.
33.Commitments and guarantees given
The breakdown of the balance under these headings in the consolidated balance sheets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments and guarantees given (Millions of Euros) |
|
|
|
|
|
Notes |
2023 |
2022 |
2021 |
| Loan commitments given |
7.2.2 |
152,868 |
136,920 |
119,618 |
| Of which: impaired |
|
165 |
177 |
171 |
| Central banks |
|
— |
|
— |
|
— |
|
| General governments |
|
3,115 |
3,031 |
3,483 |
| Credit institutions |
|
15,595 |
15,407 |
16,085 |
| Other financial corporations |
|
7,063 |
5,895 |
4,583 |
| Non-financial corporations |
|
71,303 |
68,120 |
59,475 |
| Households |
|
55,791 |
44,467 |
35,991 |
| Financial guarantees given |
7.2.2 |
18,839 |
16,511 |
11,720 |
Of which: impaired (1) |
|
229 |
281 |
245 |
| Central banks |
|
— |
|
— |
|
— |
|
| General governments |
|
74 |
96 |
162 |
| Credit institutions |
|
978 |
475 |
312 |
| Other financial corporations |
|
2,177 |
1,263 |
1,026 |
| Non-financial corporations |
|
15,460 |
14,541 |
10,039 |
| Households |
|
150 |
135 |
181 |
| Other commitments given |
7.2.2 |
42,577 |
39,137 |
34,604 |
Of which: impaired (1) |
|
636 |
689 |
541 |
| Central banks |
|
— |
|
— |
2 |
| General governments |
|
327 |
215 |
212 |
| Credit institutions |
|
3,607 |
4,134 |
4,266 |
| Other financial corporations |
|
1,837 |
1,758 |
1,753 |
| Non-financial corporations |
|
36,681 |
32,858 |
28,224 |
| Households |
|
125 |
171 |
147 |
| Total |
7.2.2 |
214,283 |
192,568 |
165,941 |
(1) Non-performing financial guarantees given amounted to €865, €970, and €786 million, respectively, as of December 31, 2023, 2022 and 2021.
As of December 31, 2023 and 2022, the provisions for loan commitments, financial guarantees and other commitments given, recorded in the consolidated balance sheet amounted to €277, €190 and €303; and €243 million, €175 million and €353 million, respectively (see Note 24).
Since a significant portion of the amounts above will expire without any payment being made by the consolidated entities, the aggregate balance of these commitments cannot be considered to be the actual future requirement for financing or liquidity to be provided by the BBVA Group to third parties.
In the years 2023, 2022 and 2021, no issuance of debt securities carried out by associates of the BBVA Group, joint venture entities or non-Group entities have been guaranteed,
34.Other contingent assets and liabilities
As of December 31, 2023, 2022 and 2021 there were no material contingent assets or liabilities other than those disclosed in the Notes to the consolidated financial statements.
35.Purchase and sale commitments and future payment obligations
The purchase and sale commitments of the BBVA Group are disclosed in Notes 10, 14 and 22.
Future payment obligations mainly correspond to leases payable derived from operating lease contracts, as detailed in Note 22.5, and estimated employee benefit payments, as detailed in Note 25.1.3.
36.Transactions on behalf of third parties
The details of the relevant transactions on behalf of third parties are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Transactions on behalf of third parties. Breakdown by concepts (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Financial instruments entrusted to BBVA by third parties |
430,377 |
352,139 |
356,985 |
| Conditional bills and other securities received for collection |
12,125 |
11,738 |
10,795 |
| Securities lending |
6,397 |
3,223 |
2,605 |
| Total |
448,899 |
367,100 |
370,385 |
37.Net interest income
37.1Interest and other income
The breakdown of the interest and other income recognized in the consolidated income statement is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other income. Breakdown by origin (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Financial assets held for trading |
4,984 |
2,079 |
1,084 |
|
|
|
|
|
|
|
|
| Financial assets at fair value through other comprehensive income |
3,098 |
3,110 |
1,880 |
| Financial assets at amortized cost |
38,328 |
25,258 |
18,364 |
| Insurance activity |
1,052 |
1,309 |
1,084 |
| Adjustments of income as a result of hedging transactions |
91 |
(825) |
(84) |
Other income (1) |
297 |
501 |
686 |
| Total |
47,850 |
31,432 |
23,015 |
(1) Includes, among others, the net interest income accrued from funds obtained through TLTRO III operations, which amounted to €177 million and €384 million for the years ended December 31, 2022 and 2021, respectively (see Note 22.1).
The amounts recognized in consolidated equity in connection with hedging derivatives for the years ended December 31, 2023, 2022 and 2021 and the amounts derecognized from the consolidated equity and taken to the consolidated income statements during those years are included in the “Consolidated statements of recognized income and expense”.
37.2Interest expense
The breakdown of the balance under this heading in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense. Breakdown by origin (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Financial liabilities held for trading |
3,834 |
1,140 |
1,339 |
| Financial liabilities designated at fair value through profit or loss |
130 |
58 |
52 |
| Financial liabilities at amortized cost |
19,164 |
9,985 |
6,130 |
| Adjustments of expense as a result of hedging transactions |
809 |
(232) |
(360) |
| Insurance activity ⁽²⁾ |
633 |
948 |
773 |
| Cost attributable to pension funds |
110 |
76 |
52 |
| Other expense |
80 |
333 |
342 |
| Total |
24,761 |
12,309 |
8,329 |
(1) Amounts corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) 2021 presented in accordance with IFRS 4.
38.Dividend income
The balances for this heading in the consolidated income statements correspond to dividends on shares and equity instruments other than those from shares in entities accounted for using the equity method (see Note 39), as can be seen in the breakdown below:
|
|
|
|
|
|
|
|
|
|
|
|
| Dividend income (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
11 |
15 |
64 |
| Financial assets at fair value through other comprehensive income ⁽¹⁾ |
107 |
108 |
112 |
| Total |
118 |
123 |
176 |
(1) This dividend income corresponds mainly to investments held at the end of the year.
39.Share of profit or loss of entities accounted for using the equity method
Results from “Share of profit or loss of entities accounted for using the equity method” resulted in a positive impact of €26 million for the year ended December 31, 2023, compared with the positive impact of €21 million and the positive impact of €1 million recorded for the years ended December 31, 2022 and 2021, respectively.
40.Fee and commission income and expense
The breakdown of the balance under these headings in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Fee and commission income. Breakdown by origin (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Bills receivables |
24 |
26 |
23 |
| Demand accounts |
300 |
424 |
425 |
| Credit and debit cards and POS |
4,665 |
3,499 |
2,628 |
| Checks |
175 |
162 |
136 |
| Transfers and other payment orders |
862 |
812 |
664 |
| Insurance product commissions |
384 |
261 |
215 |
| Loan commitments given |
307 |
259 |
234 |
| Other commitments and financial guarantees given |
471 |
420 |
364 |
| Asset management |
1,407 |
1,228 |
1,250 |
| Securities fees |
345 |
266 |
267 |
| Custody securities |
207 |
193 |
169 |
| Other fees and commissions |
751 |
711 |
622 |
| Total |
9,899 |
8,260 |
6,997 |
(1) Amounts corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The breakdown of fee and commission expense under these heading in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Fee and commission expense. Breakdown by origin (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Demand accounts |
6 |
5 |
5 |
| Credit and debit cards |
2,337 |
1,884 |
1,427 |
| Transfers and other payment orders |
156 |
132 |
120 |
| Commissions for selling insurance |
40 |
54 |
51 |
| Custody securities |
111 |
92 |
55 |
| Other fees and commissions |
961 |
721 |
574 |
| Total |
3,611 |
2,888 |
2,232 |
(1) Amounts corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
41.Gains (losses) on financial assets and liabilities, hedge accounting and exchange differences, net
The breakdown of the balance under this heading, by source of the related items, in the consolidated income statement is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Gains (losses) on financial assets and liabilities, hedge accounting and exchange differences, net (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Gains (losses) on derecognition of financial assets and liabilities not measured at fair value through profit or loss, net |
76 |
64 |
134 |
| Financial assets at amortized cost |
41 |
8 |
27 |
| Other financial assets and liabilities |
35 |
56 |
106 |
| Gains (losses) on financial assets and liabilities held for trading, net |
1,352 |
562 |
341 |
| Reclassification of financial assets from fair value through other comprehensive income |
— |
— |
— |
| Reclassification of financial assets from amortized cost |
— |
— |
— |
| Other gains (losses) |
1,352 |
562 |
341 |
| Gains (losses) on non-trading financial assets mandatorily at fair value through profit or loss, net |
337 |
(67) |
432 |
| Reclassification of financial assets from fair value through other comprehensive income |
— |
— |
— |
| Reclassification of financial assets from amortized cost |
— |
— |
— |
| Other gains (losses) |
337 |
(67) |
432 |
| Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net |
96 |
150 |
335 |
| Gains (losses) from hedge accounting, net |
(17) |
(45) |
(214) |
| Subtotal gains (losses) on financial assets and liabilities and hedge accounting |
1,844 |
663 |
1,027 |
| Exchange differences, net |
339 |
1,275 |
883 |
| Total |
2,183 |
1,938 |
1,910 |
The breakdown of the balance (excluding exchange rate differences) under this heading in the income statements by the nature of the financial instrument is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Gains (losses) on financial assets and liabilities and hedge accounting. Breakdown by nature of the financial instrument (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Debt instruments |
799 |
(2,266) |
158 |
| Equity instruments |
669 |
(1,099) |
2,059 |
| Trading derivatives and hedge accounting |
(812) |
1,361 |
(1,866) |
| Loans and advances to customers |
165 |
(241) |
100 |
| Customer deposits |
(95) |
274 |
55 |
| Other |
1,118 |
2,635 |
522 |
| Total |
1,844 |
663 |
1,027 |
The breakdown of the balance of the impact of the derivatives (trading and hedging) under this heading in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives - Hedge accounting (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Derivatives |
|
|
|
| Interest rate agreements |
427 |
522 |
73 |
| Securities agreements |
(402) |
1,653 |
(1,500) |
| Credit derivative agreements |
(56) |
16 |
(255) |
| Foreign-exchange agreements |
(431) |
(658) |
40 |
| Commodity and other agreements |
(332) |
(127) |
(9) |
| Subtotal |
(795) |
1,406 |
(1,651) |
| Hedging derivatives ineffectiveness |
|
— |
|
| Fair value hedges |
(10) |
(51) |
(235) |
| Hedging derivative |
(114) |
(229) |
90 |
| Hedged item |
103 |
178 |
(325) |
| Cash flow hedges |
(7) |
6 |
21 |
| Subtotal |
(17) |
(45) |
(214) |
| Total |
(812) |
1,361 |
(1,866) |
42.Other operating income and expense
The breakdown of the balance under the heading “Other operating income” in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income (Millions of Euros) |
|
|
2023 |
2022 |
2021 |
| Gains from sales of non-financial services |
347 |
284 |
301 |
| Other operating income |
272 |
244 |
360 |
|
|
|
|
| Total |
619 |
528 |
661 |
The breakdown of the balance under the heading “Other operating expense” in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating expense (Millions of Euros) |
|
|
2023 |
2022 |
2021 |
| Change in inventories |
151 |
134 |
151 |
| Contributions to guaranteed banks deposits funds |
1,017 |
997 |
829 |
Hyperinflation adjustment (1) |
2,007 |
1,687 |
585 |
| Other operating expense ⁽²⁾ |
867 |
620 |
475 |
| Total |
4,042 |
3,438 |
2,041 |
(1) For the year ended December 31, 2023 it includes €916 million related to Turkey and €1,062 million related to Argentina. For the year ended December 31, 2022, it includes €832 million related to Turkey and €822 million related to Argentina (see Note 2.2.18).
(2) For the year ended December 2023, it includes €215 million corresponding to the total annual amount disbursed under the temporary tax on credit institutions and financial credit establishments, according to Law 38/2022 of December 27, 2022 (see Note 19.6).
43.Income and expense from insurance and reinsurance contracts
The balances of the headings “Income and expense from insurance and reinsurance contracts” in the consolidated income statements stem from the insurance activity and includes the following:
|
|
|
|
|
|
|
|
|
|
|
|
| Income and expense from insurance and reinsurance contracts (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 ⁽²⁾ |
| Income from insurance and reinsurance contracts ⁽³⁾ |
3,081 |
2,622 |
2,593 |
| Expense from insurance and reinsurance contracts |
(1,821) |
(1,547) |
(1,685) |
| Total |
1,261 |
1,075 |
908 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) 2021 presented in accordance with IFRS 4.
(3) In general the transitional approach for calculating the contractual service margin has been the fair value approach for long-term contracts and the full retrospective approach for short-term contracts (see Note 2.3).
The table below shows the contribution of each insurance product to the Group´s income for the years ended December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
| Net income by type of product (Millions of Euros) |
|
|
|
|
2023 |
2022 ⁽¹⁾ |
2021 ⁽²⁾ |
| Life insurance |
617 |
649 |
622 |
| Individual |
590 |
573 |
583 |
|
|
|
|
|
|
|
|
| Group insurance |
27 |
76 |
39 |
|
|
|
|
|
|
|
|
| Non-Life insurance |
643 |
426 |
286 |
| Home insurance |
— |
— |
— |
| Other non-life insurance products |
643 |
426 |
286 |
| Total |
1,261 |
1,075 |
908 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) 2021 presented in accordance with IFRS 4.
44.Administration costs
44.1Personnel expense
The breakdown of the balance under this heading in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Personnel expense (Millions of Euros) |
|
Notes |
2023 |
2022 ⁽¹⁾ |
2021 |
| Wages and salaries |
|
5,068 |
4,310 |
3,933 |
|
|
|
|
|
|
|
|
|
|
| Social security costs |
|
834 |
708 |
668 |
| Defined contribution plan expense |
25 |
139 |
87 |
71 |
| Defined benefit plan expense |
25 |
49 |
42 |
49 |
| Other personnel expense |
|
440 |
454 |
325 |
| Total |
|
6,530 |
5,601 |
5,046 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
44.1.1 Share-based employee remuneration
The amounts recognized under the heading “Administration costs - Personnel expense - Other personnel expense” in the consolidated income statements for the year ended December 31, 2023, 2022 and 2021, corresponding to the remuneration plans based on equity instruments in each year, amounted to €24 million, €32 million and €33 million, respectively. These amounts have been recognized with a corresponding entry under the heading “Shareholders’ funds - Other equity” in the consolidated balance sheets, net of tax effect.
The characteristics of the Group's remuneration plans based on equity instruments are described below.
Variable remuneration in shares
BBVA has a specific remuneration scheme applicable to those employees whose professional activities have a material impact on the risk profile of BBVA and/or its Group (hereinafter “Identified Staff”) involving the delivery of BBVA shares or instruments linked to BBVA shares, designed within the framework of applicable regulations to credit institutions and considering best practices and recommendations at the local and international levels in this matter.
Thus, according to the applicable remuneration policies, the variable remuneration for the Identified Staff members is subject, principally, to the following rules:
–The Annual Variable Remuneration for Identified Staff members for each financial year will not accrue or will be reduced upon accrual, if certain profit and capital ratio levels are not achieved.
–A maximum of 40% of the Annual Variable Remuneration for those members of the Identified Staff who receive particularly high amounts of variable remuneration and members of BBVA’s Senior Management and 60% for the rest of the Identified Staff (the “Upfront Portion” of the Annual Variable Remuneration) shall vest and be paid, provided the relevant conditions for payment are met, as a general rule, in the first quarter of the following financial year to which the Annual Variable Remuneration corresponds.
–The remaining amount, and at least 60% of the Annual Variable Remuneration for those members of the Identified Staff who receive particularly high amounts of variable remuneration and members of BBVA’s Senior Management, and 40% for the rest of the Identified Staff, will be deferred over a period of 4 years (the “Deferred Portion” of the Annual Variable Remuneration). However, for members of BBVA’s Senior Management the deferral period shall be 5 years. In both cases, the Deferred Portion will be paid, provided the relevant conditions are met, once each of the years of deferral has elapsed. In no event will this Deferred Portion be paid faster than in a proportionate way.
–Both the Upfront Portion and the Deferred Portion of the Annual Variable Remuneration of each member of the Identified Staff will be paid 50% in cash and 50% in BBVA shares or in instruments linked to BBVA shares. For members of BBVA’s Senior Management, the Deferred Portion will be paid 40% in cash and 60% in BBVA shares and/or in instruments linked to BBVA shares.
–Shares or instruments received as Annual Variable Remuneration shall be withheld for one year running from the date of delivery. The foregoing shall not apply to those shares that are sold, where appropriate, in order to meet the payment of tax obligations accruing on the delivery of the shares and/or instruments.
–The Deferred Portion of the Annual Variable Remuneration may undergo certain ex post risk adjustments, meaning that it will not vest, or may be reduced, if certain capital and liquidity thresholds are not met.
–Up to 100% of the Annual Variable Remuneration of each member of the Identified Staff corresponding to each financial year, both in cash and in shares or instruments, will be subject to arrangements for the reduction of variable remuneration (malus) and arrangements for the recovery of variable remuneration already paid (clawback), which will remain in effect during the applicable deferral and retention period, and will be applicable in the event of the occurrence of any of the circumstances expressly named in the remuneration policies.
–The cash amounts of the Deferred Portion of the Annual Variable Remuneration that ultimately vest will be updated by applying the consumer price index (CPI) measured as the year-on-year change in prices, or any other criteria established for that purpose by the Board of Directors.
–Identified Staff members may not use personal hedging strategies or insurance in connection with the Annual Variable Remuneration and the responsibility that may undermine the effects of alignment with prudent risk management.
–If the members of the Identified Staff are entitled to receive any variable remuneration other than the Annual Variable Remuneration but which qualifies as variable remuneration, such variable remuneration shall be subject to the rules regarding accrual, award, vesting and payment in accordance with the type and nature of the remuneration component itself
–The variable remuneration of the Identified Staff for a financial year (understood as the sum of all variable remuneration) shall be limited to a maximum amount of 100% of the fixed component (understood as the sum of all fixed remuneration) of the total remuneration, unless the BBVA General Shareholders’ Meeting resolves to increase this percentage up to a maximum of 200%,
In this regard, the General Shareholders’ Meeting of BBVA held on March 17, 2023 resolved to increase this limit to a maximum level of 200% of the fixed component of the total remuneration for a given number of the Identified Staff members, in the terms indicated in the report issued for this purpose by the Board of Directors dated February 9, 2023.
In 2023, this remuneration scheme is reflected in the following remuneration policies:
–BBVA Group General Remuneration Policy, approved by the Board of Directors on March 29, 2023, that applies to employees and BBVA Senior Management (excluding BBVA executive directors) and at Group companies with respect to which BBVA exercises control over management. This policy includes the specific rules applicable to the members of the Identified Staff, including BBVA Senior Management.
–BBVA Directors’ Remuneration Policy, approved by the General Shareholders’ Meeting of BBVA held on March 17, 2023, that is applicable to the members of the Board of Directors of BBVA. The remuneration system for executive directors corresponds, generally, with the applicable system to the Identified Staff, incorporating some particularities of their own, derived from their condition of directors.
The delivery of shares in 2023 to the members of the Identified Staff is derived from the settlement of the Annual Variable Remuneration for 2022 and deferred variable remuneration from previous years, which are subject to the vesting and payment rules established in the remuneration policies applicable in the year to which they correspond.
According to the remuneration policy applicable in 2022, during 2023 a total amount of 3,305,980 BBVA shares or instruments linked to BBVA shares, corresponding, mostly, to the Upfront Portion of 2022 Annual Variable Remuneration and other variable components of remuneration, were delivered.
In addition, according to the remuneration policy applicable in 2017, during 2023 a total amount of 106,072 BBVA shares, corresponding to the third and last payment of the Deferred Portion of 2017 Annual Variable Remuneration of the Chair and other members of BBVA's Senior Management, were delivered.
Additionally, according to the remuneration policy applicable in 2018, during 2023 a total amount of 147,871 BBVA shares, corresponding to the second payment of the Deferred Portion of 2018 Annual Variable Remuneration of the Chair and other members of BBVA's Senior Management, were delivered.
Likewise, according to the remuneration policy applicable in 2019, during 2023 a total amount of 4,348,742 BBVA shares were delivered, corresponding, mainly, to the first payment of the Deferred Portion of 2019 Annual Variable Remuneration of the executive directors and the rest of the members of BBVA's Senior Management and to the entire of the Deferred Portion of 2019 Annual Variable Remuneration of the rest of the Identified Staff, as well as to other variable components of remuneration.
Lastly, according to the remuneration policy applicable in 2021, during 2023 a total amount of 740,382 BBVA shares were delivered, corresponding, mainly, to the first payment of the Deferred Portion of 2021 Annual Variable Remuneration of the Identified Staff, among which executive directors and the rest of the members of BBVA's Senior Management are included, as well as to other variable components of remuneration.
Detailed information on the delivery of shares to executive directors and the rest of the members of BBVA's Senior Management who held this position as of December 31, 2023, is included in Note 54.
Lastly, in line with specific regulation applicable in Portugal and Brazil, BBVA IFIC and BBVA Brazil Banco de Investimento have identified (on an individual basis, respectively) the staff in these countries whose annual variable remuneration should be subject to a specific settlement and payment scheme established in their corresponding remuneration policies, more specifically:
–A percentage of the annual variable remuneration is subject to a three-year deferral that shall be paid yearly over the mentioned period.
–50% of the annual variable remuneration, both the upfront portion and deferred portion, shall be established in BBVA shares.
–In BBVA IFIC the deferred portion of the annual variable remuneration may be reduced, but never increased, depending on the result of multi-year performance indicators. The cash amounts of the deferred portion that are finally paid will be subject to updating by applying the consumer price index (CPI) measured as a year-on-year change in prices.
–In BBVA Brazil Banco de Investimento, both the cash amounts and share amounts of the deferred portion may be subject to update adjustments which are payable in cash.
According to this remuneration scheme, during financial year 2023 a total of 8,243 BBVA shares corresponding to the upfront portion of 2022 annual variable remuneration were delivered to the staff of BBVA Brasil Banco de Investimento.
With respect to the staff of BBVA IFIC, it should be noted that the exception provided for in the remuneration policy for said year corresponding to payment in shares has been applied to the annual variable remuneration for fiscal year 2022 in line with the provisions of the regulations in force. For this reason, during 2023, no BBVA shares corresponding to 2022 annual variable remuneration have been delivered to the staff of BBVA IFIC.
Additionally, during 2023 a total of 4,842 BBVA shares corresponding to the first third of the deferred portion of 2021 annual variable remuneration were delivered to the staff of BBVA IFIC and BBVA Brasil Banco de Investimento as well as a total of 795 euros as adjustments for updates (for shares delivered in Brazil), and a total of 3,517 BBVA shares corresponding to the second third of the deferred portion of 2020 annual variable remuneration and 889 euros as adjustments for updates (for shares delivered in Brazil), and a total of 4,422 BBVA shares corresponding to the last third of the deferred portion of 2019 annual variable remuneration and 1,347 euros as adjustments for updates (for shares delivered in Brazil).
44.2Other administrative expense
The breakdown of the balance under this heading in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Other administrative expense. Breakdown by main concepts (Millions of Euros) |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Technology and systems |
1,512 |
1,391 |
1,176 |
| Communications |
219 |
195 |
175 |
| Advertising |
349 |
266 |
207 |
| Property, fixtures and materials |
520 |
440 |
380 |
| Taxes other than income tax |
451 |
370 |
347 |
| Surveillance and cash courier services |
234 |
214 |
179 |
| Other expense |
1,090 |
897 |
786 |
| Total |
4,375 |
3,773 |
3,249 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
45.Depreciation and amortization
The breakdown of the balance under this heading in the consolidated income statements for the years ended December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Tangible assets |
17 |
867 |
818 |
740 |
| For own use |
|
547 |
501 |
437 |
| Right-of-use assets |
|
317 |
312 |
299 |
| Investment properties and other |
|
3 |
5 |
3 |
| Intangible assets |
18.2 |
536 |
510 |
494 |
| Total |
|
1,403 |
1,328 |
1,234 |
46.Provisions or reversal of provisions
For the years ended December 31, 2023, 2022 and 2021, the net provisions recognized in this income statement line item were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Provisions or reversal of provisions (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Pensions and other post-employment defined benefit obligations |
25 |
31 |
(89) |
61 |
| Commitments and guarantees given |
|
76 |
87 |
8 |
| Pending legal issues and tax litigation |
|
171 |
210 |
135 |
Other provisions (1) |
|
95 |
84 |
814 |
| Total |
|
373 |
291 |
1,018 |
(1) In 2021, it includes a provision for the agreement with the union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain (see Note 24).
47.Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification
The breakdown of impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification by the nature of those assets in the consolidated income statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Financial assets at fair value through other comprehensive income - Debt securities |
|
42 |
76 |
17 |
Financial assets at amortized cost |
|
4,386 |
3,303 |
3,017 |
| Of which: recovery of written-off assets by cash collection |
7.2.5 |
(369) |
(390) |
(423) |
| Total |
|
4,428 |
3,379 |
3,034 |
48.Impairment or reversal of impairment of investments in joint ventures and associates
The heading “Impairment or reversal of the impairment of investments in joint ventures or associates" included an impairment of €9 million in the year ended 2023. This heading included a reversal of impairment of €42 million for the year ended December 31, 2022, and it did not include any impairment or reversal of impairment for the year ended December 31, 2021 (see Note 16.3).
49.Impairment or reversal of impairment on non-financial assets
The impairment losses on non-financial assets broken down by the nature of those assets in the consolidated income statements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Impairment or reversal of impairment on non-financial assets (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
Tangible assets (1) |
17 |
16 |
(53) |
161 |
| Intangible assets |
|
26 |
25 |
19 |
| Others |
|
12 |
55 |
41 |
| Total |
|
54 |
27 |
221 |
(1) In 2021, it includes the impairment due to the closing of rented offices after the agreement with the union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain (see Notes 17 and 24).
50.Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations
The main items included in the balance under this heading in the consolidated income statements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations (Millions of Euros) |
|
Notes |
2023 |
2022 |
2021 |
| Gains on sale of real estate |
|
64 |
102 |
39 |
Impairment of non-current assets held for sale (1) |
21 |
(42) |
(221) |
(97) |
Gains (losses) on sale of investments classified as non-current assets held for sale |
|
— |
11 |
10 |
| Gains on sale of equity instruments classified as non-current assets held for sale |
|
— |
— |
8 |
| Total |
|
22 |
(108) |
(40) |
(1) In 2022 it includes the closing of the transaction with Merlin Properties in which 100% of the shares of Tree Inversiones Inmobiliarias, SOCIMI, S.A. were acquired by the BBVA Group (see Note 17). In 2021, it included the impairment due to the closure of owned offices and the decommissioning of facilities after the agreement with the union representatives on the collective layoff procedure proposed for Banco Bilbao Vizcaya Argentaria, S.A. in Spain (see Notes 21 and 24).
51.Consolidated statements of cash flows
The variation between 2023, 2022 and 2021 of the financial liabilities from financing activities is the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities from financing activities (Millions of Euros) |
|
Liabilities at amortized cost: Debt certificates |
Of which: Issuances of subordinated liabilities (1) |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
|
| Balance at the beginning |
55,429 |
55,763 |
61,780 |
12,485 |
14,794 |
17,248 |
| Cash flows |
13,283 |
(678) |
(5,728) |
3,388 |
(1,945) |
(1,941) |
| Non-cash changes |
(5) |
344 |
(289) |
(40) |
(364) |
(513) |
| Acquisition |
— |
— |
— |
— |
— |
— |
| Disposal |
— |
— |
— |
— |
— |
(772) |
Disposals by companies held for sale |
— |
— |
— |
— |
— |
— |
| Foreign exchange movement |
(5) |
344 |
(289) |
(40) |
(364) |
259 |
| Fair value changes |
— |
— |
— |
— |
— |
— |
| Balance at the end |
68,707 |
55,429 |
55,763 |
15,832 |
12,485 |
14,794 |
(1) There were €35, €24 and €14 million of subordinated deposits as of December 31, 2023, 2022 and 2021, respectively (see Note 22.4). In addition, there were coupon payments on subordinated liabilities for €345, €313 and €359 million in 2023, 2022 and 2021, respectively. Appendix VI details the outstanding subordinated debt issued by their nominal value.
52.Accountant fees and services
The details of the fees for the services contracted by entities of the BBVA Group for the year ended December 31, 2023, with their respective auditors and other audit entities are as follows:
|
|
|
|
|
|
|
|
|
Fees for Audits conducted and other related services (1) (Millions of Euros) |
|
|
2023 |
2022 |
Audits of the companies audited by firms belonging to the EY worldwide organization and other reports related with the audit (2) |
28.5 |
24.8 |
| Other reports required pursuant to applicable legislation and tax regulations issued by the national supervisory bodies of the countries in which the Group operates, reviewed by firms belonging to the EY worldwide organization |
1.4 |
1.0 |
| Fees for audits conducted by other firms |
0.1 |
0.1 |
(1) Regardless of the billed year.
(2) Including fees pertaining to annual legal audits (€23.3 million as of December 31, 2023).
In the year ended December 31, 2023, certain entities in the BBVA Group contracted other services (other than audits) as follows:
|
|
|
|
|
|
|
|
|
| Other Services rendered (Millions of Euros) |
|
|
|
2023 |
2022 |
| Firms belonging to the EY worldwide organization |
0.2 |
0.1 |
This total of contracted services includes the detail of the services provided by Ernst & Young, S.L. to BBVA, S.A. or its controlled companies at the date of preparation of these consolidated financial statements as follows:
|
|
|
|
|
|
|
|
|
Fees for audits conducted (1) (Millions of Euros) |
|
|
2023 |
2022 |
| Legal audit of BBVA,S.A. or its companies under control |
7.9 |
7.6 |
| Other audit services of BBVA, S.A. or its companies under control |
5.4 |
5.2 |
| Limited Review of BBVA, S.A. or its companies under control |
1.9 |
1.4 |
| Reports related to issuances |
1.0 |
0.4 |
| Assurance services and other required by the regulator |
0.8 |
0.8 |
(1) Services provided by Ernst & Young, S.L. to companies located in Spain, to the branch of BBVA in New York and to the branch of BBVA in London.
Audit fees disclosed in this Note are presented under local purposes and do not correspond to SEC definitions. The services provided by the auditors meet the independence requirements of the external auditor established under Audit of Accounts Law (Law 22/2015) and under the Sarbanes-Oxley Act of 2002 adopted by the SEC.
53.Related-party transactions
As financial institutions, BBVA and other entities in the Group engage in transactions with related parties in the normal course of their business. These transactions are not significant and are carried out under normal market conditions. As of December 31, 2023, 2022 and 2021, the following are the transactions with related parties:
53.1Transactions with significant shareholders
As of December 31, 2023, 2022 and 2021, there were no shareholders considered significant (see Note 26).
53.2Transactions with BBVA Group entities
The balances of the main captions in the consolidated balance sheets arising from the transactions carried out by the BBVA Group with associates and joint venture entities accounted for using the equity method are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Balances arising from transactions with entities of the Group (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Assets |
|
|
|
| Loans and advances to credit institutions |
5 |
9 |
9 |
| Loans and advances to customers |
791 |
1,842 |
2,031 |
| Debt securities |
4 |
7 |
7 |
| Liabilities |
|
|
|
| Deposits from credit institutions |
— |
1 |
1 |
| Customer deposits |
134 |
204 |
296 |
|
|
|
|
| Memorandum accounts |
|
|
|
| Financial guarantees given |
177 |
136 |
154 |
| Other commitments given |
595 |
751 |
1,056 |
| Loan commitments given |
119 |
10 |
11 |
The balances of the main captions in the consolidated income statements resulting from transactions with associates and joint venture entities that are accounted for under the equity method are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| Balances of consolidated income statement arising from transactions with entities of the Group (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Income statement |
|
|
|
| Interest and other income |
44 |
20 |
16 |
| Interest expense |
4 |
2 |
— |
| Fee and commission income |
4 |
5 |
8 |
| Fee and commission expense |
49 |
40 |
31 |
There were no other material effects in the consolidated financial statements arising from dealings with these entities, other than the effects from using the equity method (see Note 2.1) and from the insurance policies to cover pension or similar commitments (see Note 25) and the derivatives transactions arranged by BBVA Group with these entities, associates and joint ventures.
In addition, as part of its normal activity, the BBVA Group has entered into agreements and commitments of various types with shareholders of subsidiaries and associates, which have no material effects on the consolidated financial statements.
53.3Transactions with members of the Board of Directors and Senior Management
The transactions entered into between BBVA or its Group companies with members of the Board of Directors and Senior Management of the Bank or their related parties were within the scope of the ordinary course of business of the Bank and were immaterial, defined as transactions the disclosure of which is not necessary to present a true and fair view of the Bank's equity, financial position and results, and were concluded on normal markets terms or on terms applicable to the rest of employees.
The amount and nature of the main transactions carried out with members of the Board of Directors and Senior Management of the Bank, or their respective related parties, are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31st December of each year (thousands of Euros) |
|
2023 |
|
2022 |
|
2021 |
|
Directors |
Related parties of Directors |
Senior Management (1) |
Related parties of Senior Management |
|
Directors |
Related parties of Directors |
Senior Management (1) |
Related parties of Senior Management |
|
Directors |
Related parties of Directors |
Senior Management (1) |
Related parties of Senior Management |
| Loans and credits |
531 |
243 |
5,553 |
727 |
|
668 |
1,880 |
6,321 |
764 |
|
765 |
207 |
5,419 |
573 |
| Bank guarantees |
— |
— |
10 |
— |
|
— |
— |
10 |
— |
|
— |
— |
10 |
— |
| Business credit |
— |
— |
— |
— |
|
— |
— |
— |
— |
|
— |
— |
— |
— |
|
|
|
|
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|
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|
|
(1) Excluding executive directors
Information on remuneration paid and other benefits granted to members of the Board of Directors and Senior Management of BBVA is provided in Note 54.
54.Remuneration and other benefits for the Board of Directors and members of the Bank's Senior Management
Remuneration of non-executive directors
The remuneration of the non-executive directors corresponding to the financial years 2023 and 2022 is as follows, individually and by remuneration item:
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Remuneration of non-executive directors (thousands of Euros) (1) |
|
|
Board of Directors |
Executive Committee |
Audit Committee |
Risk and Compliance Committee |
Remuneration Committee |
Appointments and Corporate Governance Committee |
Technology and Cybersecurity Committee |
Other positions (2) |
Total |
| 2023 |
2022 |
| José Miguel Andrés Torrecillas |
129 |
167 |
132 |
– |
– |
115 |
– |
50 |
593 |
527 |
| Jaime Caruana Lacorte |
129 |
167 |
99 |
107 |
– |
– |
– |
– |
502 |
567 |
Sonia Dulá (3) |
107 |
– |
44 |
71 |
– |
– |
– |
– |
223 |
– |
| Raúl Galamba de Oliveira |
129 |
– |
– |
178 |
– |
31 |
43 |
80 |
461 |
332 |
| Belén Garijo López |
129 |
111 |
22 |
– |
107 |
46 |
– |
– |
416 |
349 |
Connie Hedegaard Koksbang |
129 |
– |
44 |
– |
– |
– |
– |
– |
173 |
107 |
| Lourdes Máiz Carro |
129 |
– |
66 |
– |
43 |
– |
– |
– |
238 |
238 |
| José Maldonado Ramos |
129 |
167 |
– |
– |
– |
46 |
– |
– |
342 |
342 |
| Ana Peralta Moreno |
129 |
– |
66 |
– |
43 |
– |
– |
– |
238 |
238 |
| Juan Pi Llorens |
129 |
– |
– |
143 |
– |
46 |
43 |
– |
361 |
458 |
| Ana Revenga Shanklin |
129 |
– |
– |
107 |
29 |
– |
43 |
– |
307 |
264 |
Susana Rodríguez Vidarte (4) |
32 |
42 |
– |
27 |
– |
12 |
– |
– |
112 |
449 |
Carlos Salazar Lomelín (5) |
129 |
– |
– |
– |
43 |
– |
– |
– |
172 |
172 |
| Jan Verplancke |
129 |
– |
– |
– |
43 |
– |
43 |
– |
214 |
214 |
Total |
1,684 |
653 |
475 |
633 |
307 |
297 |
171 |
130 |
4,350 |
4,257 |
(1) Includes amounts corresponding to positions on the Board and its various Committees, the composition of which was modified on April 26, 2023, with effect from May 1, 2023.
(2) Amounts corresponding to the positions of Deputy Chair of the Board of Directors and Lead Director.
(3) Director appointed by the Annual General Shareholders’ Meeting held on March 17, 2023. Remuneration in 2023 corresponding to the term of office in such financial year.
(4) Director who left office on March 17, 2023. Remuneration in 2023 corresponding to the term of office in such financial year.
(5) In addition, in financial years 2023 and 2022, the director Carlos Salazar Lomelín received €67 thousand and €90 thousand, respectively, as per diems for his membership in the management body of BBVA México, S.A. de C.V. and Grupo Financiero BBVA México, S.A. de C.V. and the BBVA México, S.A. de C.V. strategy forum.
Likewise, during financial years 2023 and 2022, €123 thousand and €110 thousand were paid out, respectively, in healthcare and casualty insurance premiums for non-executive directors.
Remuneration system with deferred delivery of shares for non-executive directors
BBVA has a fixed remuneration system with deferred delivery of shares for its non-executive directors, which was approved by the Annual General Shareholders' Meeting held on March 18, 2006 and extended by resolutions of the Annual General Shareholders' Meetings held on March 11, 2011 and March 11, 2016 for a further five-year period in each case, by the Annual General Shareholders' Meeting held on April 20, 2021 for a further three-year period and by the Annual General Shareholders' Meeting held on March 17, 2023 for a further four-year period.
This system consists of the annual allocation to non-executive directors of a number of theoretical shares of BBVA equivalent to 20% of the total annual fixed allowance in cash received by each director in the previous financial year, calculated according to the average closing price of the BBVA share during the 60 trading sessions prior to the dates of the Annual General Shareholders' Meetings approving the corresponding financial statements for each financial year.
The BBVA shares, in a number equivalent to the theoretical shares accumulated by each non-executive director, will be delivered to each beneficiary, where applicable, after they leave their positions as directors for any reason other than serious dereliction of their duties.
During the financial years 2023 and 2022, the following theoretical shares derived from the remuneration system with deferred delivery of shares have been allocated to the non-executive directors, in an amount equivalent to 20% of the total annual fixed allowance in cash received by each of them in the financial years 2022 and 2021, respectively:
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
Theoretical shares allocated (1) |
Theoretical shares accumulated as of December 31 |
|
Theoretical shares allocated (1) |
Theoretical shares accumulated as of December 31 |
| José Miguel Andrés Torrecillas |
16,023 |
134,048 |
|
19,253 |
118,025 |
| Jaime Caruana Lacorte |
17,255 |
94,960 |
|
20,733 |
77,705 |
Sonia Dulá (2) |
0 |
0 |
|
0 |
0 |
| Raúl Galamba de Oliveira |
10,091 |
29,768 |
|
10,177 |
19,677 |
| Belén Garijo López |
10,603 |
101,192 |
|
12,741 |
90,589 |
Connie Hedegaard Koksbang (3) |
3,263 |
3,263 |
|
0 |
0 |
| Lourdes Máiz Carro |
7,237 |
71,593 |
|
8,696 |
64,356 |
| José Maldonado Ramos |
10,397 |
146,874 |
|
12,493 |
136,477 |
| Ana Peralta Moreno |
7,237 |
42,329 |
|
8,696 |
35,092 |
| Juan Pi Llorens |
13,943 |
148,542 |
|
18,703 |
134,599 |
| Ana Revenga Shanklin |
8,035 |
24,214 |
|
8,611 |
16,179 |
Susana Rodríguez Vidarte (4) |
13,648 |
0 |
|
16,400 |
177,775 |
| Carlos Salazar Lomelín |
5,218 |
17,130 |
|
6,270 |
11,912 |
| Jan Verplancke |
6,521 |
35,772 |
|
7,835 |
29,251 |
Total |
129,471 |
849,685 |
|
150,608 |
911,637 |
(1) The number of theoretical shares was calculated according to the average closing price of the BBVA share during the 60 trading sessions prior to the dates of the Annual General Shareholders’ Meetings of March 17, 2023 and March 18, 2022, which were €6.58 and €5.47 per share, respectively.
(2) Director appointed by the Annual General Shareholders'’ Meeting held on March 17, 2023, therefore the allocation of theoretical shares is not due until 2024.
(3) Director appointed by the Annual General Shareholders’ Meeting held on March 18, 2022, therefore the first allocation of theoretical shares was made in 2023.
(4) Director who left office on March 17, 2023. In application of the system, she received a total of 191,423 BBVA shares after leaving office, which is equivalent to the total of theoretical shares accumulated up to that date.
Remuneration of executive directors
The remuneration of the executive directors corresponding to financial years 2023 and 2022 is the result of the application of the remuneration policies approved by the Annual General Shareholders' Meeting on March 17, 2023 and April 20, 2021, respectively.
In accordance with said policies, the remuneration of executive directors corresponding to financial years 2023 and 2022 is indicated below, individually and by remuneration item.
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|
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|
|
|
|
|
|
| Annual Fixed Remuneration (thousands of Euros) |
|
|
2023 |
2022 |
| Chair |
2,924 |
2,924 |
| Chief Executive Officer |
2,179 |
2,179 |
| Total |
5,103 |
5,103 |
In addition, in accordance with the conditions established contractually and in the BBVA Directors' Remuneration Policy, during the 2023 and 2022 financial years, the Chief Executive Officer received €654 thousand each year as "cash in lieu of pension" (equivalent to 30% of his annual fixed remuneration) as he does not have a retirement pension (see the "Pension commitments with executive directors" section of this Note), and €600 thousand as mobility allowance.
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|
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|
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| Remuneration in kind (thousands of Euros) |
|
|
Likewise, during the financial years 2023 and 2022, executive directors received remuneration in kind, which includes insurance premiums and others, for an amount of €213 thousand and €283 thousand in the case of the Chair and €131 thousand and €155 thousand in the case of the Chief Executive Officer, respectively.
With regard to variable remuneration, the main change introduced by the new Directors’ Remuneration Policy approved by the Annual General Shareholders' Meeting in 2023 is that it establishes a new model pursuant to which the annual variable remuneration ("AVR") of the executive directors for financial year 2023 now consists of two components: a short-term incentive (“STI”) and a long-term incentive (“LTI”). The award of both incentives is contingent upon the achievement of the minimum profit and capital ratio thresholds approved by the Board of Directors for this purpose. The sum of the STI and the LTI constitutes the AVR of each executive director for 2023.
The STI will be awarded once the annual measurement period of the annual indicators ends, and its amount will be determined based on its result, taking into account the targets, scales of achievement and weightings established for each of them by the Board of Directors, and may range between 0% and 150% of the “Target STI” (which represents the amount of the STI if 100% of the pre-established targets for these indicators are met).
Meanwhile, once the aforementioned minimum profit and capital ratio thresholds are reached, the right to the LTI will arise. However, its final amount, which may range between 0% and 150% of the “Target LTI” (which represents the amount of the LTI if 100% of the pre-established targets for the long-term indicators approved for its calculation are met), will be determined once the last financial year of the measurement period of the long-term indicators has ended, on the basis of its results, taking into account the targets, scales of achievement and weightings established for each of them.
A percentage not exceeding 40% of the AVR initially awarded will be vested and paid, provided that the required conditions are met, as a general rule, in the first quarter of the year following the one to which it corresponds (the "Upfront Portion"), in equal parts in cash and BBVA shares. The remaining amount, and at least 60% of the AVR initially awarded, will be deferred over a period of 5 years and paid, if the required conditions are met, once each of the 5 years of deferral has elapsed, 40% in cash and 60% in BBVA shares and/or instruments linked to BBVA shares (the "Deferred Portion" or the "Deferred AVR").
Within said deferral period, payment of the LTI will only begin after the expiration of the measurement period of the targets set for the long term indicators, to the result of which its final amount is subject. Therefore, the LTI is part of the Deferred Portion of the AVR of the executive directors.
In accordance with the above, in financial year 2023 the executive directors accrued an STI in the amount of €2,871 thousand in the case of Chair and €2,147 thousand in the case of Chief Executive Officer.
Likewise, the executive directors have generated the right to an LTI for a maximum theoretical amount of €1,929 thousand in the case of Chair and €1,443 thousand in the case of Chief Executive Officer, which is equivalent, in both cases, to 150% of their “Target LTI”. Upon expiration of the measurement period of the long-term indicators established for their calculation (once 2026 has ended), its final amount will be determined, which could range between 0% and 150% of the “Target LTI”. If 100% of the pre-established objectives are achieved, the LTI will amount to €1,286 thousand in the case of Chair and €962 thousand in the case of Chief Executive Officer.
The Upfront Portion of the AVR for the financial year 2023 of the executive directors, calculated taking into account the above, and the Upfront Portion of the AVR for financial year 2022 of the executive directors, due for payment, respectively, once each of said years has ended, in equal parts in cash and BBVA shares, is indicated below.
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|
|
|
|
|
|
|
|
|
| Annual Variable Remuneration (AVR) |
|
|
|
|
|
2023 (1) |
|
2022 (2) |
|
In cash
(thousands of Euros) |
In shares |
|
In cash
(thousands of Euros) |
In shares |
| Chair |
897 |
107,835 |
|
926 |
158,169 |
| Chief Executive Officer |
671 |
80,650 |
|
712 |
121,646 |
| Total |
1,568 |
188,485 |
|
1,639 |
279,815 |
(1) The Initial Portion of the AVR, which represents the first payment of the STI for financial year 2023 and will be paid during the first quarter of financial year 2024, in equal parts in cash and BBVA shares. The remaining amount of the AVR for financial year 2023 (which includes the LTI for financial year 2023) will be deferred (40% in cash and 60% in shares and/or share-linked instruments) over a five-year period.
The amount of the Deferred Portion will depend on the result of the long-term indicators that will be used to calculate the LTI for financial year 2023. Likewise, and as an ex-post risk adjustment mechanism, the Deferred Portion may be reduced if certain capital and liquidity thresholds are not reached, in order to ensure that payment only occurs if it is sustainable, taking into account the Bank's payment capacity.
In addition, the remaining rules applicable to the AVR of the executive directors established in the BBVA Directors’ Remuneration Policy approved by the Annual General Shareholders' Meeting on March 17, 2023 will apply to the AVR for financial year 2023, which include: (i) a withholding period of one year after delivery of the BBVA shares or instruments linked to BBVA shares received; (ii) the prohibition of hedging strategies or insurance that may undermine the effects of alignment with prudent risk management; (iii) update of the Deferred Portion in cash that finally vests in accordance with the CPI; (iv) malus and clawback arrangements during the whole periods of deferral and withholding of shares or instruments ; and (v) the limitation of variable remuneration up to a maximum amount of 200% of the fixed component of the total remuneration, as resolved by the Annual General Shareholders' Meeting held in 2023.
(2) 40% of the AVR for financial year 2022 that was paid in 2023. AVR for financial year 2022 is subject to the rules on deferral, vesting and payment and to the remaining conditions established in the BBVA Directors' Remuneration Policy approved by the Annual General Shareholders' Meeting of April 20, 2021.
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|
| Deferred Annual Variable Remuneration from previous financial years |
|
|
|
2023 (1) |
|
2022 (2) |
|
Deferred AVR
|
|
In cash (thousands of Euros)
|
In shares |
|
In cash (thousands of Euros)
|
In shares |
| Chair |
2022 |
|
229 |
56,941 |
|
— |
— |
| 2021 |
|
222 |
57,325 |
|
215 |
57,325 |
| 2020 |
|
0 |
0 |
|
— |
— |
| 2019 |
|
176 |
45,529 |
|
513 |
136,587 |
| 2018 |
|
132 |
35,795 |
|
128 |
35,795 |
| 2017 |
|
— |
— |
|
154 |
27,898 |
| Subtotal |
|
760 |
195,590 |
|
1,011 |
257,605 |
|
|
|
|
|
|
|
|
| Chief Executive Officer |
2022 |
|
176 |
43,793 |
|
— |
— |
| 2021 |
|
169 |
43,552 |
|
164 |
43,552 |
| 2020 |
|
0 |
0 |
|
— |
— |
| 2019 |
|
158 |
40,858 |
|
460 |
122,572 |
| 2018 |
|
— |
— |
|
— |
— |
| 2017 |
|
— |
— |
|
— |
— |
| Subtotal |
|
503 |
128,203 |
|
624 |
166,124 |
| Total |
|
1,263 |
323,793 |
|
1,635 |
423,729 |
(1) Deferred remuneration to be paid after 2023 year-end. Payment thereof to the Chair and/or the Chief Executive Officer will be made in 2024 in accordance with the vesting and payment rules established in the remuneration policies applicable in each financial year:
•2022 Deferred AVR: first payment (20% of the Deferred Portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 80% of the 2022 Deferred AVR will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025, 2026, 2027 and 2028.
•2021 Deferred AVR: second payment (20% of the Deferred Portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 60% of the 2021 Deferred AVR will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025, 2026, and 2027.
•2020 Deferred AVR: given the exceptional circumstances arising from the COVID-19 crisis, executive directors voluntarily waived the accrual of the whole of their AVR for 2020 financial year.
•2019 Deferred AVR: second payment (20% of the Deferred Portion) becomes payable to executive directors, including the update of its cash portion. Thereafter, 20% of the 2019 Deferred AVR will be deferred for both executive directors, which, if the conditions are met, will be paid in 2025.
•2018 Deferred AVR: third and final payment (20% of the Deferred Portion) becomes payable to the Chair, including the update of its cash portion. With such payment, the payment to the Chair of the 2018 Deferred AVR will be completed. This remuneration is associated with his former position as Chief Executive Officer.
(2) Deferred remuneration to be paid after 2022 year-end. Payment thereof to the Chair and Chief Executive Officer was made in 2023 in accordance with the vesting and payment rules established in the remuneration policies applicable in each financial year:
•2021 Deferred AVR: in 2023, the first payment (20% of the Deferred Portion) to the executive directors was made, including the update of its cash portion.
•2019 Deferred AVR: in 2023, the first payment (60% of the Deferred Portion) to the executive directors was made, including the update of its cash portion.
•2018 Deferred AVR: in 2023, the second payment (20% of the Deferred Portion) to the Chair was made, including the update of its cash portion. This remuneration is associated with his former position as Chief Executive Officer.
•2017 Deferred AVR: in 2023, the third and final payment (20% of the Deferred Portion) to the Chair was made, including the update of its cash portion. After this, the payment to the Chair of the 2017 Deferred AVR was completed. This remuneration was associated with his former position as Chief Executive Officer.
Pension commitments with executive directors
The Bank has not assumed any pension commitments with non-executive directors.
With regard to the executive directors, the BBVA Directors' Remuneration Policy establishes a pension framework whereby, in the case of the Chair, he is entitled to receive a retirement pension, paid in either income or capital, when he reaches the legally established retirement age, provided that he does not leave his position as a result of serious dereliction of his duties. The amount of this pension will be determined by the annual contributions made by the Bank, together with their corresponding accumulated yields at that date.
The agreed annual contribution to cover the retirement contingency under the defined contribution system established for the Chair in the BBVA Directors' Remuneration Policy is €439 thousand. The Board of Directors may update this amount during the term of the Policy, in the same manner as it may update the Annual Fixed Remuneration, pursuant to the terms established therein.
15% of this annual contribution will be based on variable components and considered “discretionary pension benefits” and will, therefore, be subject to the conditions regarding delivery in shares, withholding and clawback established in the applicable regulations, as well as any other conditions concerning variable remuneration that may be applicable in accordance with the BBVA Directors' Remuneration Policy.
In the event that the Chair's contractual relationship is terminated before he reaches retirement age for reasons other than serious dereliction of duties, the retirement pension payable to the Chair upon him reaching the legally established retirement age will be calculated based on the funds accumulated through the contributions made by the Bank up to that date, as per the terms set out, plus the corresponding accumulated yield, with no additional contributions to be made by the Bank as of the time of termination.
With respect to the commitments assumed with the Chair to cover the death and disability contingencies, the Bank shall pay the corresponding annual insurance premiums, in order to top up the coverages for these contingencies.
In accordance with the foregoing, in the financial year 2023, an amount of €458 thousand was registered, comprising the annual contribution to cover the retirement contingency, which is €439 thousand, and an amount of €19 thousand corresponding to the upward adjustment of the "discretionary pension benefits" for the financial year 2022, which were declared once that year had ended and which had to be contributed to the accumulated fund in 2023. Likewise, an amount of €322 thousand has been paid in insurance premiums for the death and disability contingencies.
As of December 31, 2023, the total accumulated fund to meet the retirement commitments with the Chair amounted to €24,759 thousand.
15% of the annual contribution for the retirement contingency corresponding to the 2023 financial year (€66 thousand) was registered in said financial year as “discretionary pension benefits”. Following the end of the financial year, this amount was adjusted by applying the same criteria used to determine the STI that is part of the Chair's AVR for the 2023 financial year and was determined to amount to €83 thousand, which represents an upward adjustment of €17 thousand. These “discretionary pension benefits” will be contributed to the accumulated fund in the 2024 financial year and will be subject to the conditions established for them in the BBVA Directors' Remuneration Policy.
Regarding the Chief Executive Officer, in accordance with the provisions of the BBVA Directors' Remuneration Policy and those in his contract, the Bank has not undertaken any retirement commitments, although he is entitled to an annual cash sum instead of a retirement pension (cash in lieu of pension) equal to 30% of his Annual Fixed Remuneration. In accordance with the above, in the 2023 financial year, the Bank paid the Chief Executive Officer the amount of fixed remuneration relating to "cash in lieu of pension", as described in the "Remuneration of executive directors" section of this Note.
However, the Bank has undertaken commitments to cover the death and disability contingencies in respect of the Chief Executive Officer, for which the corresponding annual insurance premiums are paid. To this end, in 2023, €230 thousand have been recognized for this concept.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension systems (thousands of Euros) |
|
Contributions (1) |
|
Funds accumulated |
|
Retirement |
|
Death and disability |
|
|
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
| Chair |
458 |
451 |
|
322 |
473 |
|
24,759 |
22,771 |
| Chief Executive Officer |
— |
— |
|
230 |
285 |
|
— |
— |
| Total |
458 |
451 |
|
552 |
758 |
|
24,759 |
22,771 |
(1) Contributions recognized to meet pension commitments to executive directors in financial years 2023 and 2022. In the case of the Chair, these correspond to the sum of the annual retirement pension contribution and the adjustment made to the "discretionary pension benefits" for the financial years 2022 and 2021, the contribution to which was to be made in the financial years 2023 and 2022, respectively, and with the death and disability premiums. In the case of the Chief Executive Officer, the contributions recognized correspond exclusively to the insurance premiums paid by the Bank in 2023 and 2022 to cover the contingencies of death and disability, given that, in his case, the Bank has not undertaken any commitments to cover the retirement contingency.
Payments for the termination of the contractual relationship
In accordance with the BBVA Directors' Remuneration Policy, the Bank has no commitments to pay severance indemnity to executive directors.
Remuneration of Senior Management
The remuneration of all Senior Management, excluding executive directors, for the financial years 2023 and 2022 (15 and 16 members with such status at December 31, of each financial year, respectively, excluding executive directors), are the result of the application of the remuneration policies approved by the Board of Directors (on June 30, 2021 and March 29, 2023, respectively).
In accordance with the provisions established in said policies, the remuneration of the entire Senior Management corresponding to financial years 2023 and 2022 is indicated below, by remuneration item.
|
|
|
|
|
|
|
|
|
Fixed remuneration (thousands of Euros) |
|
|
2023 |
2022 |
Senior Management Total (1) |
18,187 |
18,149 |
(1) 15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
|
|
|
|
|
|
|
|
|
| Remuneration in kind (thousands of Euros) |
|
|
During 2023 and 2022 financial years, all members of Senior Management (15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases) have received remuneration in kind, which includes insurance premiums and others, for an aggregate amount of €904 thousand and €1,093 thousand, respectively.
Regarding variable remuneration, the main change of the new BBVA Group General Remuneration Policy approved by the Board of Directors in 2023, in line with the changes of the Directors’ Remuneration Policy approved by the Annual General Shareholders' Meeting on March 17, 2023, is that it establishes a new model pursuant to which the AVR of Senior Management members for financial year 2023, as that of executive directors, now consists of two components: an STI and an LTI. The award of both incentives is contingent upon the achievement of the minimum profit and capital ratio thresholds approved by the Board of Directors for this purpose. The sum of the STI and the LTI constitutes the AVR of each member of the Senior Management for 2023.
Pursuant to this model, and on the same terms applicable to executive directors set out above, in financial year 2023 members of the Senior Management, excluding executive directors, have accrued an STI for a combined total of €7,122 thousand.
Likewise, members of the Senior Management, excluding the executive directors, have generated the right to an LTI for an aggregate maximum theoretical amount of €4,711 thousand, which is equivalent to the sum of 150% of each beneficiary's “Target LTI”. Upon expiration of the measurement period of the long-term indicators established for their calculation (once 2026 has ended), the final amount of each beneficiary's LTI will be determined which could range between 0% and 150% of the “Target LTI”. If 100% of the pre-established targets are met, the LTI will amount to an aggregate amount of €3,141 thousand.
The total sum of the Upfront Portion of the AVR for the financial year 2023 of the members of Senior Management, excluding the executive directors, calculated taking into account the above, and the total sum of the Upfront Portion of the AVR for the financial year 2022 of the members of Senior Management, excluding executive directors, due for payment, respectively, once each of said financial years has ended, in equal parts in cash and BBVA shares, is indicated below.
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|
|
| Annual Variable Remuneration (AVR) |
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|
|
|
|
2023 (1) |
|
2022 (2) |
|
In cash
(thousands of Euros) |
In shares |
|
In cash
(thousands of Euros) |
In shares |
Senior Management Total (3) |
2,226 |
267,550 |
|
2,158 |
365,746 |
(1) Initial Portion of the AVR, which represents the first payment of the STI for financial year 2023 and will be paid during the first quarter of financial year 2024, in equal parts in cash and BBVA shares. The remaining amount of the AVR for financial year 2023 (which includes the LTI for financial year 2023) will be deferred (40% in cash and 60% in shares or share-linked instruments) over a five-year period (the Deferred Portion).
The amount of the Deferred Portion will depend on the result of the long-term indicators that will be used to calculate the LTI for financial year 2023. Likewise, and as an ex-post risk adjustment mechanism, the Deferred Portion may be reduced if certain capital and liquidity thresholds are not reached, in order to ensure that payment only occurs if it is sustainable, taking into account the Bank's payment capacity.
In addition, the remaining rules applicable to the AVR of the members of the Senior Management established in the BBVA Group General Remuneration Policy approved by the Board of Directors on March 29, 2023 will apply to the AVR for financial year 2023, which include: (i) a withholding period of one year after delivery of the BBVA shares or instruments linked to BBVA shares received; (ii) the prohibition of hedging strategies or insurance that may undermine the effects of alignment with prudent risk management; (iii) update of the Deferred Portion in cash that finally vests in accordance with the CPI; (iv) malus and clawback arrangements during the whole periods of deferral and withholding of shares or instruments; and (v) the limitation of variable remuneration up to a maximum amount of 200% of the fixed component of the total remuneration, as resolved by the Annual General Shareholders’ Meeting held in 2023.
(2) 40% of the AVR for financial year 2022 that was paid in 2023. AVR for financial year 2022 is subject to the rules on deferral, vesting and payment and to the remaining conditions established in the BBVA Group General Remuneration Policy approved by the Board of Directors of June 30, 2021.
(3) 15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
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|
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| Deferred Annual Variable Remuneration from previous financial years |
|
|
|
2023 (1) |
|
2022 (2) |
|
Deferred AVR |
|
In cash (thousands of Euros)
|
In shares |
|
In cash (thousands of Euros)
|
In shares |
Senior Management Total (3) |
2022 |
|
493 |
122,566 |
|
— |
— |
| 2021 |
|
456 |
116,528 |
|
477 |
124,602 |
| 2020 |
|
1,484 |
289,020 |
|
— |
— |
| 2019 |
|
302 |
77,447 |
|
1,364 |
320,172 |
| 2018 |
|
138 |
36,454 |
|
155 |
41,442 |
|
2017 |
|
— |
— |
|
171 |
29,267 |
| Total |
|
2,873 |
642,015 |
|
2,167 |
515,483 |
(1) Deferred remuneration to be paid after 2023 year-end. Payment thereof to the members of the Senior Management who are beneficiaries will take place in 2024 in accordance with the vesting and payment rules established in the remuneration policies applicable in each financial year:
•2022 Deferred AVR: first payment (20% of the Deferred Portion), including the update of its cash portion, becomes payable. Thereafter, 80% of the 2022 Deferred AVR will be deferred, and if the conditions are met, it will be paid in 2025, 2026, 2027 and 2028.
•2021 Deferred AVR: second payment (20% of the Deferred Portion), including the update of its cash portion, becomes payable. Thereafter, 60% of the 2021 Deferred AVR will be deferred, and if the conditions are met, it will be paid in 2025, 2026 and 2027.
•2020 Deferred AVR: given the exceptional circumstances arising from the COVID-19 crisis, all members of Senior Management voluntarily waived the accrual of the whole of their AVR for 2020 financial year. Without prejudice to the above, two members of the Senior Management, executives of BBVA USA at that moment, are entitled to the payment of the Deferred Portion of a Success Bonus on the sale of BBVA USA. Of this Deferred Portion, the whole of it is payable with respect to one person and 60% of it with respect to the other, in accordance with the vesting and payment schedule applicable in each case pursuant to the remuneration policy applicable in that financial year.
•2019 Deferred AVR: second payment (20% of the Deferred Portion) to the members of Senior Management that are beneficiaries, including the update of its cash portion, becomes payable. Thereafter, 20% of the 2019 Deferred AVR will be deferred, which, if the conditions are met, will be paid in 2025. In addition, it includes the second payment (20%) of the Deferred Portion of a retention plan to be made to a member of Senior Management.
•2018 Deferred AVR: third and final payment (20% of the Deferred Portion) to the members of Senior Management that are beneficiaries, including the update of its cash portion, becomes payable. With such payment, the payment of the 2018 Deferred AVR to its beneficiaries will be completed.
(2) Deferred remuneration to be paid after 2022 year-end. Payment thereof to the members of Senior Management who were beneficiaries was made in 2023 in accordance with the vesting and payment rules established in the remuneration policies in force in each financial year:
•2021 Deferred AVR: in 2023, the first payment (20% of the Deferred Portion) was made to the members of the Senior Management, including the update of its cash portion.
•2019 Deferred AVR: in 2023, the members of Senior Management who were beneficiaries were paid the amounts that corresponded in each case (either 60% of the Deferred Portion or the whole of it) in accordance with the payment schedule established in the remuneration policies applicable in 2019, including the update of its cash portion. In addition, two members of the Senior Management were paid the Deferred Portion of a retention plan pursuant to the vesting and payment rules established in the remuneration policy applicable to that financial year.
•2018 Deferred AVR: in 2023, the second payment (20% of the Deferred Portion) was made to the members of the Senior Management who were beneficiaries, including the update of its cash portion.
•2017 Deferred AVR: in 2023, the third and final payment (20% of the Deferred Portion) was paid to the members of the Senior Management who were beneficiaries, including the update of its cash portion. Thereafter, the payment of the 2017 Deferred AVR to its beneficiaries was completed.
(3) 15 members as of December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
Pension commitments with members of Senior Management
In the 2023 financial year, an aggregate amount of €3,829 thousand was registered to cover pension commitments with members of Senior Management (15 members with such status at December 31, 2023, excluding executive directors), which corresponds to the annual contribution agreed to cover the retirement contingency, increased by an amount of €144 thousand corresponding to the upward adjustment of the "discretionary pension benefits" for the financial year 2022, which were declared once that year had ended and which had to be contributed to the accumulated fund in 2023. Likewise, an aggregate amount of €1,102 thousand has been paid in insurance premiums for death and disability contingencies.
As of December 31, 2023, the total accumulated fund to meet the retirement commitments with members of Senior Management amounted to €34,069 thousand.
As in the case of executive directors, 15% of the agreed annual contributions to cover the contingency of retirement for members of Senior Management, will be based on variable components and considered "discretionary pension benefits", and will, therefore, be subject to the conditions regarding delivery in shares, withholding and clawback established in the applicable regulations, as well as to any other conditions concerning variable remuneration as may be applicable to them in accordance with the remuneration policy applicable to members of Senior Management.
For these purposes, of the annual contribution for the retirement contingency corresponding to the 2023 financial year, a total combined amount of €551 thousand was registered in said financial year as "discretionary pension benefits". Following the end of the financial year, as in the case of the Chair, this amount was adjusted by applying the same criteria used to determine the STI that is part of the AVR of the members of Senior Management for the 2023 financial year. As a result, the "discretionary pension benefits" for the year, corresponding to all members of Senior Management, have been determined at a total combined amount of €701 thousand, which represents an upward adjustment of €150 thousand. These “discretionary pension benefits” will be contributed to the accumulated fund in the 2024 financial year and will be subject to the conditions established for them in the remuneration policy applicable to members of Senior Management, in accordance with the regulations applicable to the Bank on this matter.
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|
Pension systems (thousands of Euros) |
|
Contributions (1) |
|
Funds accumulated |
|
Retirement |
|
Death and disability |
|
|
2023 |
2022 |
|
2023 |
2022 |
|
2023 |
2022 |
Senior Management Total (2) |
3,829 |
3,694 |
|
1,102 |
1,465 |
|
34,069 |
29,435 |
(1) Contributions recognized to meet pension commitments with all Senior Management in 2023 and 2022, which correspond to the sum of the annual retirement pension contributions and the adjustments made to the "discretionary pension benefits" for 2022 and 2021 whose contribution was to be made in 2023 and 2022, respectively, and to the insurance premiums paid by the Bank for death and disability contingencies.
(2) 15 members at December 31, 2023 and 16 members at December 31, 2022, excluding executive directors in both cases.
Payments for the termination of the contractual relationship
Regarding Senior Management, excluding the executive directors, the Bank paid during the 2023 financial year a total of €2,802 thousand derived from the termination of the contractual relationship of a member of the Senior Management which corresponds to the legal severance payment and notice payment in accordance with the provisions of this Senior Manager's contract. In this sense, the Senior Management contracts include the right to receive the corresponding legal severance payment, provided that removal is not pursuant to a willful decision, retirement, disability or serious dereliction of duties, the amount of which will be calculated in accordance with the provisions in the applicable labor regulations, as well as a clause of notice. Likewise, the contract establishes a post-contractual non-compete agreement for a one-year term from removal for any reason other than retirement, disability or serious dereliction of duties. In compensation for this non-compete agreement, the aforementioned member of Senior Management received an amount of €110 thousand during 2023.
These payments comply with the conditions set out in the regulations applicable to the group of employees with a material impact on the risk profile of BBVA and its Group, to which members of BBVA's Senior Management belong.
55.Other information
55.1Environmental impact
The Group has no environmental liabilities, expenses, assets, provisions or contingencies that could have a significant effect on its consolidated equity, financial situation and profits. Consequently, as of December 31, 2023, there is no item included in the Consolidated Financial Statements that requires disclosure in an environmental information report pursuant to Ministry JUS/616/2022, of June 30, by which the new model for the presentation of consolidated annual accounts in the Commercial Register is approved.
56.Subsequent events
On January 18, 2024, a press release from the Constitutional Court of Spain was published announcing the unanimous decision of the Plenary Session of this jurisdictional body declaring unconstitutional certain measures related to Corporate Income Tax introduced by the Royal Decree-Law 3/2016. On January 29, 2024, this ruling was published on the website of the Constitutional Court, and on February 20, 2024, in the Official State Gazette (BOE).
The effects of this ruling will depend on the resolution of each of the claims filed in relation to the affected financial years, so the calculation of its impact, both with regard to the quantification of the amounts affected, as well as regarding their timing, will depend on said execution process. It is expected that the impacts of the different execution processes could have a positive aggregate impact on the Group's total equity, allowing an acceleration in the use of tax credits and a possible recovery of cash from taxes paid in previous years, all subject to the decisions that, with respect to each financial year and as part of the execution process, the Group may adopt in this regard and without, in any case, said impact expected to exceed approximately 0.4% of the Group's total equity in the aggregate.
On January 30, 2024, it was announced that a cash distribution in the amount of €0.39 gross per share to be paid in April as a final dividend for the year 2023 and the execution of a share buyback program of BBVA for an amount of €781 million were planned to be proposed to the corresponding corporate bodies for consideration as ordinary remuneration to shareholders for 2023, subject to obtaining the corresponding regulatory authorizations and the communication of the specific terms and conditions of the program before its execution. On March 1, 2024, after receiving the required authorization from the ECB, BBVA announced through an Inside Information notice the execution of such buyback program for the repurchase of own shares in accordance with the Regulations, aimed at reducing BBVA’s share capital by a maximum monetary amount of €781 million. The program will be executed externally through Citigroup Global Markets Europe AG, starting on March 4, 2024. (See Note 4).
From January 1, 2024 to the date of preparation of these Consolidated Financial Statements, no other subsequent events not mentioned above in these financial statements have taken place that could significantly affect the Group’s earnings or its equity position.
Appendices
APPENDIX I. Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023
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% share of participation (1) |
Millions of Euros (2) |
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|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss) 31.12.2023
|
Profit (loss) 31.12.2023
|
| ACTIVOS MACORP SL |
SPAIN |
REAL ESTATE |
50.64 |
49.36 |
100.00 |
3 |
3 |
— |
| ADQUIRA MEXICO SA DE CV |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
11 |
8 |
3 |
| ALCALA 120 PROMOC. Y GEST.IMMOB. S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
19 |
18 |
1 |
| ANIDA GRUPO INMOBILIARIO SL |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
1,188 |
1,198 |
— |
| ANIDA INMOBILIARIA, S.A. DE C.V. |
MEXICO |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
23 |
23 |
— |
| ANIDA OPERACIONES SINGULARES, S.A. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
1,136 |
1,142 |
(6) |
| ANIDA PROYECTOS INMOBILIARIOS, S.A. DE C.V. |
MEXICO |
REAL ESTATE |
— |
100.00 |
100.00 |
21 |
21 |
— |
| ANIDAPORT INVESTIMENTOS IMOBILIARIOS, UNIPESSOAL, LTDA |
PORTUGAL |
REAL ESTATE |
— |
100.00 |
100.00 |
24 |
15 |
(2) |
| ANTHEMIS BBVA VENTURE PARTNERSHIP LLP |
UNITED KINGDOM |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
11 |
16 |
(3) |
| APLICA NEXTGEN OPERADORA S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| APLICA NEXTGEN SERVICIOS S.A. DE C.V |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
1 |
1 |
— |
| ARRAHONA IMMO, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
53 |
114 |
(2) |
| ARRAHONA NEXUS, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
56 |
62 |
— |
| ARRELS CT FINSOL, S.A. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
59 |
75 |
— |
| ARRELS CT PATRIMONI I PROJECTES, S.A. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
22 |
22 |
— |
| ARRELS CT PROMOU SA |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
17 |
24 |
— |
| BANCO BBVA ARGENTINA S.A. |
ARGENTINA |
BANKING |
39.97 |
26.59 |
66.56 |
158 |
494 |
820 |
| BANCO BBVA PERÚ SA ⁽³⁾ |
PERU |
BANKING |
— |
46.12 |
46.12 |
1,390 |
2,551 |
463 |
| BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY SA |
URUGUAY |
BANKING |
100.00 |
— |
100.00 |
110 |
242 |
76 |
| BANCO OCCIDENTAL SA |
SPAIN |
BANKING |
49.43 |
50.57 |
100.00 |
17 |
18 |
1 |
| BANCO PROVINCIAL OVERSEAS NV |
CURAÇAO |
BANKING |
— |
100.00 |
100.00 |
51 |
45 |
6 |
| BANCO PROVINCIAL SA - BANCO UNIVERSAL |
VENEZUELA |
BANKING |
1.46 |
53.75 |
55.21 |
48 |
175 |
45 |
| BBV AMERICA SL |
SPAIN |
INVESTMENT COMPANY |
99.80 |
0.20 |
100.00 |
— |
609 |
56 |
| BBVA (SUIZA) SA |
SWITZERLAND |
BANKING |
100.00 |
— |
100.00 |
118 |
152 |
7 |
| BBVA AGENCIA DE SEGUROS COLOMBIA LTDA |
COLOMBIA |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| BBVA AI FACTORY SL |
SPAIN |
SERVICES |
— |
100.00 |
100.00 |
5 |
5 |
— |
| BBVA ASSET MANAGEMENT ARGENTINA SAU SOCIEDAD GERENTE DE FONDOS COMUNES DE INVERSIÓN |
ARGENTINA |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
13 |
— |
13 |
| BBVA ASSET MANAGEMENT MEXICO SA DE CV , SOC.OPERADORA DE FONDOS DE INVERSION, GRUPO FRO. BBVA MEXICO |
MEXICO |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
48 |
25 |
22 |
| BBVA ASSET MANAGEMENT SA SAF |
PERU |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
7 |
6 |
1 |
| BBVA ASSET MANAGEMENT SA SGIIC |
SPAIN |
INVESTMENT FUND MANAGEMENT |
100.00 |
— |
100.00 |
36 |
(73) |
136 |
| BBVA ASSET MANAGEMENT SA SOCIEDAD FIDUCIARIA (BBVA FIDUCIARIA) |
COLOMBIA |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
28 |
20 |
8 |
| BBVA AXIAL TECH SA DE CV |
MEXICO |
SERVICES |
100.00 |
— |
100.00 |
231 |
281 |
3 |
| BBVA BOLSA SOCIEDAD AGENTE DE BOLSA S.A. |
PERU |
SECURITIES DEALER |
— |
100.00 |
100.00 |
3 |
3 |
— |
| BBVA BRASIL BANCO DE INVESTIMENTO SA |
BRAZIL |
BANKING |
100.00 |
— |
100.00 |
16 |
21 |
1 |
| BBVA BROKER ARGENTINA SA |
ARGENTINA |
INSURANCES SERVICES |
— |
99.96 |
99.96 |
— |
2 |
10 |
| BBVA BROKER CORREDURIA DE SEGUROS Y REASEGUROS SA |
SPAIN |
FINANCIAL SERVICES |
99.94 |
0.06 |
100.00 |
— |
3 |
6 |
| BBVA COLOMBIA SA |
COLOMBIA |
BANKING |
77.41 |
18.06 |
95.47 |
521 |
1,463 |
89 |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
(3) Full consolidation method is used according to accounting rules (see Glossary).
Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023 (continued)
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% share of participation (1) |
Millions of Euros (2) |
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|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss) 31.12.2023
|
Profit (loss) 31.12.2023
|
| BBVA CONSUMER FINANCE ENTIDAD DE DESARROLLO A LA PEQUEÑA Y MICRO EMPRESA EDPYME SA (BBVA CONSUMER FINANCE - EDPYME) |
PERU |
IN LIQUIDATION |
— |
100.00 |
100.00 |
4 |
4 |
— |
| BBVA DISTRIBUIDORA DE SEGUROS S.R.L. |
URUGUAY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
7 |
3 |
4 |
| BBVA FUNDOS S.GESTORA FUNDOS PENSOES SA |
PORTUGAL |
PENSION FUND MANAGEMENT |
100.00 |
— |
100.00 |
9 |
8 |
1 |
| BBVA GLOBAL FINANCE LTD |
CAYMAN ISLANDS |
OTHER ISSUANCE COMPANIES |
100.00 |
— |
100.00 |
— |
5 |
— |
| BBVA GLOBAL MARKETS BV |
NETHERLANDS |
OTHER ISSUANCE COMPANIES |
100.00 |
— |
100.00 |
— |
— |
— |
| BBVA GLOBAL SECURITIES, B.V. |
NETHERLANDS |
OTHER ISSUANCE COMPANIES |
100.00 |
— |
100.00 |
— |
— |
— |
| BBVA GLOBAL WEALTH ADVISORS INC |
UNITED STATES |
FINANCIAL SERVICES |
100.00 |
— |
100.00 |
6 |
7 |
(1) |
| BBVA HOLDING CHILE SA |
CHILE |
INVESTMENT COMPANY |
61.22 |
38.78 |
100.00 |
158 |
291 |
19 |
| BBVA INSTITUIÇAO FINANCEIRA DE CREDITO SA |
PORTUGAL |
FINANCIAL SERVICES |
49.90 |
50.10 |
100.00 |
39 |
62 |
1 |
| BBVA LEASING MEXICO SA DE CV |
MEXICO |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
51 |
258 |
40 |
| BBVA MEDIACION OPERADOR DE BANCA-SEGUROS VINCULADO, S.A. |
SPAIN |
FINANCIAL SERVICES |
99.99 |
0.01 |
100.00 |
11 |
(14) |
28 |
| BBVA MEXICO SA INSTITUCION DE BANCA MULTIPLE GRUPO FINANCIERO BBVA MEXICO |
MEXICO |
BANKING |
— |
100.00 |
100.00 |
17,545 |
12,979 |
4,566 |
| BBVA NEXT TECHNOLOGIES OPERADORA, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| BBVA NEXT TECHNOLOGIES SLU |
SPAIN |
SERVICES |
100.00 |
— |
100.00 |
44 |
40 |
6 |
| BBVA NEXT TECHNOLOGIES, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
1 |
1 |
— |
| BBVA OP3N S.L. |
SPAIN |
SERVICES |
— |
100.00 |
100.00 |
2 |
2 |
— |
| BBVA OPERADORA MEXICO SA DE CV |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
79 |
73 |
6 |
| BBVA PENSIONES MEXICO, S.A. DE C.V., GRUPO FINANCIERO BBVA MEXICO |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
397 |
318 |
79 |
| BBVA PENSIONES SA ENTIDAD GESTORA DE FONDOS DE PENSIONES |
SPAIN |
PENSION FUND MANAGEMENT |
100.00 |
— |
100.00 |
13 |
16 |
10 |
| BBVA PERU HOLDING SAC |
PERU |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
112 |
1,184 |
214 |
| BBVA PREVISION AFP SA ADM.DE FONDOS DE PENSIONES |
BOLIVIA |
PENSION FUND MANAGEMENT |
75.00 |
5.00 |
80.00 |
2 |
5 |
— |
| BBVA PROCESSING SERVICES INC. |
UNITED STATES |
FINANCIAL SERVICES |
100.00 |
— |
100.00 |
1 |
1 |
— |
| BBVA RE INHOUSE COMPAÑIA DE REASEGUROS, S.E. |
SPAIN |
INSURANCES SERVICES |
100.00 |
— |
100.00 |
63 |
61 |
(1) |
| BBVA SECURITIES INC |
UNITED STATES |
FINANCIAL SERVICES |
100.00 |
— |
100.00 |
233 |
244 |
(16) |
| BBVA SEGUROS ARGENTINA SA |
ARGENTINA |
INSURANCES SERVICES |
87.78 |
12.22 |
100.00 |
10 |
11 |
32 |
| BBVA SEGUROS COLOMBIA SA |
COLOMBIA |
INSURANCES SERVICES |
94.00 |
6.00 |
100.00 |
10 |
31 |
11 |
| BBVA SEGUROS DE VIDA COLOMBIA SA |
COLOMBIA |
INSURANCES SERVICES |
94.00 |
6.00 |
100.00 |
14 |
123 |
52 |
| BBVA SEGUROS MÉXICO SA DE CV GRUPO FINANCIERO BBVA MEXICO |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
687 |
185 |
502 |
| BBVA SEGUROS SA DE SEGUROS Y REASEGUROS |
SPAIN |
INSURANCES SERVICES |
99.96 |
— |
99.96 |
713 |
704 |
224 |
| BBVA SEGUROS SALUD MEXICO SA DE CV GRUPO FRO. BBVA MEXICO. |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
26 |
14 |
11 |
| BBVA SERVICIOS ADMINISTRATIVOS MEXICO, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
8 |
6 |
2 |
| BBVA SERVICIOS CORPORATIVOS MEXICO, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
5 |
5 |
1 |
| BBVA SERVICIOS, S.A. |
SPAIN |
COMMERCIAL |
— |
100.00 |
100.00 |
— |
— |
— |
| BBVA SOCIEDAD TITULIZADORA S.A. |
PERU |
OTHER ISSUANCE COMPANIES |
— |
100.00 |
100.00 |
1 |
1 |
— |
| BBVA TRADE, S.A. |
SPAIN |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
9 |
9 |
— |
| BBVA VALORES COLOMBIA SA COMISIONISTA DE BOLSA |
COLOMBIA |
SECURITIES DEALER |
— |
100.00 |
100.00 |
13 |
11 |
2 |
| BILBAO VIZCAYA HOLDING SAU |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
265 |
387 |
(61) |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% share of participation (1) |
Millions of Euros (2) |
|
|
|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss)
31.12.2023 |
Profit (loss)
31.12.2023 |
| CAIXA MANRESA IMMOBILIARIA ON CASA SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
2 |
2 |
— |
| CARTERA E INVERSIONES SA |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
92 |
136 |
1 |
| CASA DE BOLSA BBVA MEXICO SA DE CV |
MEXICO |
SECURITIES DEALER |
— |
100.00 |
100.00 |
89 |
52 |
37 |
| CATALONIA PROMODIS 4, S.A. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
1 |
1 |
— |
| CATALUNYACAIXA IMMOBILIARIA SA |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
186 |
185 |
1 |
| CATALUNYACAIXA SERVEIS SA |
SPAIN |
SERVICES |
100.00 |
— |
100.00 |
2 |
2 |
— |
| CIDESSA DOS, S.L. |
SPAIN |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
17 |
17 |
— |
| CIERVANA SL |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
53 |
54 |
29 |
| COMERCIALIZADORA CORPORATIVA SAC |
PERU |
FINANCIAL SERVICES |
— |
50.00 |
50.00 |
— |
— |
— |
| COMERCIALIZADORA DE SERVICIOS FINANCIEROS, S.A. |
COLOMBIA |
SERVICES |
— |
100.00 |
100.00 |
5 |
5 |
— |
| COMPAÑIA CHILENA DE INVERSIONES SL |
SPAIN |
INVESTMENT COMPANY |
99.97 |
0.03 |
100.00 |
221 |
282 |
(14) |
| CONSOLIDAR A.F.J.P SA |
ARGENTINA |
IN LIQUIDATION |
46.11 |
53.89 |
100.00 |
1 |
— |
— |
| CONTENTS AREA, S.L. |
SPAIN |
SERVICES |
— |
100.00 |
100.00 |
5 |
5 |
— |
| CONTINENTAL DPR FINANCE COMPANY BV |
NETHERLANDS |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| CONTRATACION DE PERSONAL, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
2 |
1 |
— |
| CORPORACION GENERAL FINANCIERA SA |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
510 |
904 |
35 |
| CREA MADRID NUEVO NORTE SA |
SPAIN |
REAL ESTATE |
— |
75.54 |
75.54 |
143 |
193 |
(4) |
| DATA ARCHITECTURE AND TECHNOLOGY MEXICO SA DE CV |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
2 |
(1) |
| DATA ARQUITECTURE AND TECHNOLOGY OPERADORA SA DE CV |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1859 |
MEXICO |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| DEUTSCHE BANK MEXICO SA FIDEICOMISO F/1860 |
MEXICO |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| ECASA, S.A. |
CHILE |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
37 |
32 |
4 |
| EMPRENDIMIENTOS DE VALOR S.A. |
URUGUAY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
3 |
5 |
(2) |
| EUROPEA DE TITULIZACION SA SGFT . |
SPAIN |
FINANCIAL SERVICES |
88.24 |
— |
88.24 |
2 |
19 |
2 |
| F/11395 FIDEICOMISO IRREVOCABLE DE ADMINISTRACION CON DERECHO DE REVERSION ⁽³⁾ |
MEXICO |
REAL ESTATE |
— |
42.40 |
42.40 |
— |
1 |
— |
| F/253863 EL DESEO RESIDENCIAL |
MEXICO |
REAL ESTATE |
— |
65.00 |
65.00 |
— |
1 |
— |
| FIDEICOMISO 28991-8 TRADING EN LOS MCADOS FINANCIEROS |
MEXICO |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
5 |
3 |
— |
| FIDEICOMISO F/29764-8 SOCIO LIQUIDADOR DE OPERACIONES FINANCIERAS DERIVADAS |
MEXICO |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
57 |
46 |
11 |
| FIDEICOMISO F/403112-6 DE ADMINISTRACION DOS LAGOS |
MEXICO |
REAL ESTATE |
— |
100.00 |
100.00 |
— |
— |
— |
| FIDEICOMISO HARES BBVA BANCOMER F/ 47997-2 |
MEXICO |
REAL ESTATE |
— |
100.00 |
100.00 |
3 |
2 |
1 |
| FIDEICOMISO INMUEBLES CONJUNTO RESIDENCIAL HORIZONTES DE VILLA CAMPESTRE |
COLOMBIA |
REAL ESTATE |
— |
100.00 |
100.00 |
— |
1 |
— |
| FIDEICOMISO LOTE 6.1 ZARAGOZA |
COLOMBIA |
REAL ESTATE |
— |
59.99 |
59.99 |
— |
2 |
— |
| FIDEICOMISO SCOTIABANK INVERLAT S A F100322908 |
MEXICO |
REAL ESTATE |
— |
100.00 |
100.00 |
5 |
2 |
2 |
| FINANCIERA AYUDAMOS S.A. DE C.V., SOFOMER |
MEXICO |
IN LIQUIDATION |
— |
100.00 |
100.00 |
7 |
6 |
— |
| FOMENTO Y DESARROLLO DE CONJUNTOS RESIDENCIALES S.L. EN LIQUIDACION |
SPAIN |
IN LIQUIDATION |
— |
60.00 |
60.00 |
— |
— |
— |
| FORUM COMERCIALIZADORA DEL PERU SA |
PERU |
SERVICES |
— |
100.00 |
100.00 |
1 |
1 |
— |
| FORUM DISTRIBUIDORA DEL PERU SA |
PERU |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
8 |
7 |
1 |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
(3) Full consolidation method is used according to accounting rules (see Glossary).
Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% share of participation (1) |
Millions of Euros (2) |
|
|
|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss)
31.12.2023 |
Profit (loss)
31.12.2023 |
| FORUM DISTRIBUIDORA, S.A. |
CHILE |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
51 |
39 |
10 |
| FORUM SERVICIOS FINANCIEROS, S.A. |
CHILE |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
234 |
215 |
10 |
| G NETHERLANDS BV |
NETHERLANDS |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
393 |
323 |
— |
| GARANTI BANK SA |
ROMANIA |
BANKING |
— |
100.00 |
100.00 |
252 |
363 |
33 |
| GARANTI BBVA AS |
TURKEY |
BANKING |
85.97 |
— |
85.97 |
5,038 |
5,090 |
2,671 |
| GARANTI BBVA DIJITAL VARLIKLAR ANONIM SIRKETI |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
14 |
14 |
(3) |
| GARANTI BBVA EMEKLILIK AS |
TURKEY |
INSURANCES SERVICES |
— |
84.91 |
84.91 |
93 |
46 |
65 |
| GARANTI BBVA FACTORING AS |
TURKEY |
FINANCIAL SERVICES |
— |
81.84 |
81.84 |
43 |
21 |
32 |
| GARANTI BBVA FILO AS |
TURKEY |
SERVICES |
— |
100.00 |
100.00 |
169 |
66 |
102 |
| GARANTI BBVA FINANSAL TEKNOLOJI ANONIM SIRKETI |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
11 |
14 |
— |
| GARANTI BBVA LEASING AS |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
253 |
121 |
132 |
| GARANTI BBVA PORTFOY YONETIMI AS |
TURKEY |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
22 |
10 |
13 |
| GARANTI BBVA YATIRIM AS |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
167 |
68 |
99 |
| GARANTI DIVERSIFIED PAYMENT RIGHTS FINANCE COMPANY |
CAYMAN ISLANDS |
OTHER ISSUANCE COMPANIES |
— |
100.00 |
100.00 |
— |
(3) |
(8) |
| GARANTI FILO SIGORTA ARACILIK HIZMETLERI A.S. |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
— |
— |
1 |
| GARANTI HOLDING BV |
NETHERLANDS |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
615 |
393 |
— |
| GARANTI KONUT FINANSMANI DANISMANLIK HIZMETLERI AS (GARANTI MORTGAGE) |
TURKEY |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| GARANTI KULTUR AS |
TURKEY |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| GARANTI ODEME SISTEMLERI AS (GOSAS) |
TURKEY |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
10 |
6 |
5 |
| GARANTI ODEME VE ELEKTRONIK PARA HIZMETLERI ANONIM SIRKETI |
TURKEY |
PAYMENT ENTITIES |
— |
100.00 |
100.00 |
7 |
8 |
(1) |
| GARANTI YATIRIM ORTAKLIGI AS ⁽³⁾ ⁽⁴⁾ |
TURKEY |
INVESTMENT COMPANY |
— |
3.61 |
3.61 |
— |
2 |
1 |
| GARANTIBANK BBVA INTERNATIONAL N.V. |
NETHERLANDS |
BANKING |
— |
100.00 |
100.00 |
833 |
647 |
101 |
| GESCAT GESTIO DE SOL SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
8 |
8 |
— |
| GESCAT LLEVANT, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
1 |
1 |
— |
| GESCAT LLOGUERS SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
3 |
3 |
— |
| GESCAT VIVENDES EN COMERCIALITZACIO SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
34 |
35 |
(2) |
| GESTION DE PREVISION Y PENSIONES SA |
SPAIN |
PENSION FUND MANAGEMENT |
60.00 |
— |
60.00 |
9 |
17 |
5 |
| GESTION Y ADMINISTRACION DE RECIBOS, S.A. - GARSA |
SPAIN |
SERVICES |
— |
100.00 |
100.00 |
1 |
2 |
— |
| GRAN JORGE JUAN SA |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
424 |
446 |
15 |
| GRUPO FINANCIERO BBVA MEXICO SA DE CV |
MEXICO |
FINANCIAL SERVICES |
99.98 |
— |
99.98 |
9,826 |
15,950 |
5,225 |
| INMUEBLES Y RECUPERACIONES BBVA SA |
PERU |
REAL ESTATE |
— |
100.00 |
100.00 |
37 |
36 |
1 |
| INVERAHORRO SL |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
130 |
134 |
(3) |
| INVERSIONES ALDAMA, C.A. |
VENEZUELA |
IN LIQUIDATION |
— |
100.00 |
100.00 |
— |
— |
— |
| INVERSIONES BANPRO INTERNATIONAL INC NV ⁽³⁾ |
CURAÇAO |
INVESTMENT COMPANY |
48.00 |
— |
48.00 |
16 |
47 |
6 |
| INVERSIONES BAPROBA CA |
VENEZUELA |
FINANCIAL SERVICES |
100.00 |
— |
100.00 |
— |
— |
— |
| INVERSIONES P.H.R.4, C.A. |
VENEZUELA |
INACTIVE |
— |
60.46 |
60.46 |
— |
— |
— |
| MADIVA SOLUCIONES, S.L. |
SPAIN |
SERVICES |
— |
100.00 |
100.00 |
4 |
3 |
1 |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
(3) Full consolidation method is used according to accounting rules (see Glossary).
(4) The percentage of voting rights owned by the Group entities in this company is 99.97%.
Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% share of participation (1) |
Millions of Euros (2) |
|
|
|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss)
31.12.2023 |
Profit (loss)
31.12.2023 |
| MISAPRE, S.A. DE C.V. |
MEXICO |
IN LIQUIDATION |
— |
100.00 |
100.00 |
— |
— |
— |
| MOMENTUM SOCIAL INVESTMENT HOLDING, S.L. |
SPAIN |
INVESTMENT COMPANY |
— |
100.00 |
100.00 |
7 |
8 |
— |
| MOTORACTIVE IFN SA |
ROMANIA |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
34 |
35 |
4 |
| MOTORACTIVE MULTISERVICES SRL |
ROMANIA |
SERVICES |
— |
100.00 |
100.00 |
— |
4 |
1 |
| MOVISTAR CONSUMER FINANCE COLOMBIA SAS |
COLOMBIA |
IN LIQUIDATION |
— |
50.00 |
50.00 |
— |
42 |
(26) |
| MULTIASISTENCIA OPERADORA S.A. DE C.V. |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| MULTIASISTENCIA SERVICIOS S.A. DE C.V. |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| MULTIASISTENCIA, S.A. DE C.V. |
MEXICO |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
101 |
76 |
25 |
| OPCION VOLCAN, S.A. |
MEXICO |
REAL ESTATE |
— |
100.00 |
100.00 |
3 |
3 |
— |
| OPENPAY ARGENTINA SA |
ARGENTINA |
PAYMENT ENTITIES |
— |
100.00 |
100.00 |
6 |
2 |
1 |
| OPENPAY COLOMBIA SAS |
COLOMBIA |
PAYMENT ENTITIES |
— |
100.00 |
100.00 |
7 |
3 |
(2) |
| OPENPAY PERÚ SA |
PERU |
PAYMENT ENTITIES |
— |
100.00 |
100.00 |
13 |
6 |
(5) |
| OPENPAY SA DE CV |
MEXICO |
PAYMENT ENTITIES |
— |
100.00 |
100.00 |
44 |
23 |
(10) |
| OPENPAY SERVICIOS S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| OPERADORA DOS LAGOS S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
— |
— |
— |
| OPPLUS OPERACIONES Y SERVICIOS SA |
SPAIN |
SERVICES |
100.00 |
— |
100.00 |
1 |
33 |
9 |
| PECRI INVERSION SL |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
119 |
111 |
7 |
| PORTICO PROCAM, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
26 |
26 |
— |
| PROMOTORA DEL VALLES, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
15 |
20 |
— |
| PROMOU CT OPENSEGRE, S.L. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
5 |
5 |
— |
| PRONORTE UNO PROCAM, S.A. |
SPAIN |
REAL ESTATE |
— |
100.00 |
100.00 |
1 |
1 |
— |
| PROPEL EXPLORER FUND I LP |
UNITED STATES |
INVESTMENT COMPANY |
— |
99.50 |
99.50 |
31 |
28 |
2 |
| PROPEL EXPLORER FUND II LP |
UNITED STATES |
INVESTMENT COMPANY |
— |
99.50 |
99.50 |
— |
— |
— |
| PROPEL VENTURE PARTNERS BRAZIL US LP |
UNITED STATES |
INVESTMENT COMPANY |
— |
99.80 |
99.80 |
12 |
21 |
— |
| PROPEL VENTURE PARTNERS GLOBAL US, LP |
UNITED STATES |
INVESTMENT COMPANY |
— |
99.50 |
99.50 |
114 |
171 |
41 |
| PROPEL VENTURE PARTNERS US FUND I, L.P. |
UNITED STATES |
VENTURE CAPITAL |
99.50 |
— |
99.50 |
163 |
249 |
(31) |
| PROPEL XYZ I LP |
UNITED STATES |
INVESTMENT COMPANY |
— |
99.40 |
99.40 |
11 |
13 |
(2) |
| PRO-SALUD, C.A. |
VENEZUELA |
INACTIVE |
— |
58.86 |
58.86 |
— |
— |
— |
| PROVINCIAL DE VALORES CASA DE BOLSA CA |
VENEZUELA |
SECURITIES DEALER |
— |
90.00 |
90.00 |
1 |
1 |
— |
| PROVINCIAL SDAD.ADMIN.DE ENTIDADES DE INV.COLECTIVA CA |
VENEZUELA |
INVESTMENT FUND MANAGEMENT |
— |
100.00 |
100.00 |
1 |
1 |
— |
| PROVIVIENDA ENTIDAD RECAUDADORA Y ADMIN.DE APORTES, S.A. |
BOLIVIA |
PENSION FUND MANAGEMENT |
— |
100.00 |
100.00 |
2 |
2 |
— |
| PSA FINANCE ARGENTINA COMPAÑIA FINANCIERA SA |
ARGENTINA |
BANKING |
— |
50.00 |
50.00 |
7 |
6 |
8 |
| RALFI IFN SA |
ROMANIA |
FINANCIAL SERVICES |
— |
100.00 |
100.00 |
36 |
17 |
(7) |
| RPV COMPANY |
CAYMAN ISLANDS |
OTHER ISSUANCE COMPANIES |
— |
100.00 |
100.00 |
— |
— |
— |
| SATICEM GESTIO SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
2 |
2 |
— |
| SATICEM HOLDING SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
5 |
5 |
— |
| SATICEM IMMOBLES EN ARRENDAMENT SL |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
2 |
2 |
— |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
Additional information on subsidiaries and structured entities composing the BBVA Group as of December 31, 2023 (continued)
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% share of participation (1) |
Millions of Euros (2) |
|
|
|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Net carrying amount |
Equity excluding profit (loss)
31.12.2023 |
Profit (loss)
31.12.2023 |
| SEGUROS PROVINCIAL CA |
VENEZUELA |
INSURANCES SERVICES |
— |
100.00 |
100.00 |
10 |
9 |
1 |
| SERVICIOS CORPORATIVOS DE SEGUROS, S.A. DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
1 |
1 |
— |
| SERVICIOS EXTERNOS DE APOYO EMPRESARIAL, S.A DE C.V. |
MEXICO |
SERVICES |
— |
100.00 |
100.00 |
8 |
8 |
(1) |
| SOCIEDAD DE ESTUDIOS Y ANALISIS FINANCIERO SA |
SPAIN |
SERVICES |
100.00 |
— |
100.00 |
64 |
66 |
(2) |
| SOCIEDAD PERUANA DE FINANCIAMIENTO SAC |
PERU |
FINANCIAL SERVICES |
— |
50.00 |
50.00 |
2 |
3 |
(1) |
| SPORT CLUB 18 SA |
SPAIN |
INVESTMENT COMPANY |
100.00 |
— |
100.00 |
11 |
11 |
— |
| TREE INVERSIONES INMOBILIARIAS SA |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
1,488 |
277 |
59 |
| TRIFOI REAL ESTATE SRL |
ROMANIA |
REAL ESTATE |
— |
100.00 |
100.00 |
1 |
1 |
— |
| UNNIM SOCIEDAD PARA LA GESTION DE ACTIVOS INMOBILIARIOS SA |
SPAIN |
REAL ESTATE |
100.00 |
— |
100.00 |
529 |
437 |
— |
| URBANIZADORA SANT LLORENC SA |
SPAIN |
INACTIVE |
60.60 |
— |
60.60 |
— |
— |
— |
| VOLKSWAGEN FINANCIAL SERVICES COMPAÑIA FINANCIERA SA |
ARGENTINA |
BANKING |
— |
51.00 |
51.00 |
13 |
8 |
17 |
(1) In accordance with Article 3 of Royal Decree 1159/2010, of September 17, in order to determine the state, the voting power relating to subsidiaries was added to the voting power directly held by the parent. Therefore, the number of votes corresponding to the parent company (including indirect control subsidiaries), corresponds to each subsidiary holding a direct ownership interest.
(2) Amount without considering the interim dividends of the year, according to the provisional financial statements of each company, generally as of December 31, 2023. In the carrying amount (net of provision and hedge in foreign operations), the Group´s ownership percentage has been applied, without considering the impairment of goodwill. Information on individual companies and foreign companies at exchange rate as of December 31, 2023. The data of the companies in Turkey and Argentina are prior to the application of hyperinflation accounting.
This Appendix is part of Note 3 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX II. Additional information on investments joint ventures and associates in the BBVA Group as of December 31, 2023
Most significant companies are included, which together represent 99.5% of the total investment in this group.
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% Legal share of participation |
Millions of Euros (1) |
|
|
|
Affiliate entity data |
| Company |
Location |
Activity |
Direct |
Indirect |
Total |
Consolidated Net carrying amount |
Assets 31.12.2023 |
Liabilities 31.12.2023 |
Equity excluding profit (loss) 31.12.2023 |
Profit (loss) 31.12.2023 |
| ASSOCIATES |
|
|
|
|
|
|
|
|
|
|
| ADQUIRA ESPAÑA, S.A. |
SPAIN |
SERVICES |
— |
44.44 |
44.44 |
4 |
23 |
13 |
9 |
1 |
| ATOM HOLDCO LIMITED |
UNITED KINGDOM |
INVESTMENT COMPANY |
49.51 |
— |
49.51 |
211 |
9,222 |
8,756 |
444 |
22 |
| AUREA, S.A. (CUBA) |
CUBA |
REAL ESTATE |
— |
49.00 |
49.00 |
5 |
11 |
1 |
9 |
1 |
| BBVA ALLIANZ SEGUROS Y REASEGUROS, S.A. |
SPAIN |
INSURANCES SERVICES |
— |
50.00 |
50.00 |
251 |
917 |
377 |
530 |
10 |
| COMPAÑIA ESPAÑOLA DE FINANCIACION DEL DESARROLLO SA |
SPAIN |
PUBLIC COMPANIES AND INSTITUTIONS |
16.67 |
— |
16.67 |
35 |
218 |
10 |
187 |
22 |
| FIDEICOMISO F/00185 FIMPE - FIDEICOMISO F/00185 PARA EXTENDER A LA SOCIEDAD LOS BENEFICIOS DEL ACCESO A LA INFRAESTRUCTURA DE LOS MEDIOS DE PAGO ELECTRONICOS |
PERU |
ELECTRONIC MONEY ENTITIES |
— |
28.50 |
28.50 |
1 |
4 |
— |
3 |
1 |
| FRAUDFENSE SL |
SPAIN |
REAL ESTATE |
— |
33.33 |
33.33 |
2 |
6 |
1 |
7 |
(2) |
| METROVACESA SA |
ARGENTINA |
PAYMENT ENTITIES |
9.44 |
11.41 |
20.85 |
259 |
2,482 |
801 |
1,706 |
(24) |
| REDSYS SERVICIOS DE PROCESAMIENTO SL |
SPAIN |
FINANCIAL SERVICES |
24.90 |
— |
24.90 |
22 |
134 |
48 |
80 |
7 |
| ROMBO COMPAÑIA FINANCIERA SA |
ARGENTINA |
BANKING |
— |
40.00 |
40.00 |
3 |
39 |
30 |
2 |
7 |
| SBD CREIXENT, S.A. |
SPAIN |
REAL ESTATE |
— |
23.05 |
23.05 |
1 |
6 |
1 |
5 |
— |
| SEGURIDAD Y PROTECCION BANCARIAS SA DE CV |
MEXICO |
SERVICES |
— |
26.14 |
26.14 |
1 |
5 |
— |
4 |
1 |
| SERVICIOS ELECTRONICOS GLOBALES SA DE CV |
MEXICO |
SERVICES |
— |
46.14 |
46.14 |
36 |
77 |
— |
58 |
19 |
| SERVIRED SOCIEDAD ESPAÑOLA DE MEDIOS DE PAGO SA |
SPAIN |
FINANCIAL SERVICES |
28.72 |
— |
28.72 |
8 |
56 |
29 |
27 |
— |
| SISTEMAS DE TARJETAS Y MEDIOS DE PAGO SA |
SPAIN |
PAYMENT ENTITIES |
20.61 |
— |
20.61 |
2 |
487 |
478 |
5 |
4 |
SOLARIS SE ⁽²⁾ |
GERMANY |
BANKING |
— |
15.53 |
15.53 |
34 |
2,013 |
1,795 |
240 |
(21) |
TELEFONICA FACTORING ESPAÑA SA ⁽³⁾ |
SPAIN |
FINANCIAL SERVICES |
30.00 |
— |
30.00 |
5 |
120 |
103 |
7 |
10 |
| TF PERU SAC |
PERU |
FINANCIAL SERVICES |
— |
24.30 |
24.30 |
1 |
6 |
1 |
4 |
2 |
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|
|
| VERIDAS DIGITAL AUTHENTICATION SOLUTIONS S.L. |
SPAIN |
SERVICES |
— |
32.05 |
32.05 |
1 |
17 |
13 |
14 |
(10) |
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|
|
| JOINT VENTURES |
|
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|
|
| ALTURA MARKETS SOCIEDAD DE VALORES SA |
SPAIN |
SECURITIES DEALER |
50.00 |
— |
50.00 |
31 |
1,808 |
1,745 |
48 |
14 |
| COMPAÑIA MEXICANA DE PROCESAMIENTO SA DE CV |
MEXICO |
SERVICES |
— |
50.00 |
50.00 |
7 |
15 |
— |
23 |
(8) |
CORPORACION IBV PARTICIPACIONES EMPRESARIALES, S.A. ⁽⁴⁾ |
SPAIN |
INVESTMENT COMPANY |
— |
50.00 |
50.00 |
29 |
62 |
4 |
58 |
— |
| F/ 5356 FIDEICOMISO IRREVOCABLE DE ADM. INMOBILIARIA CON DERECHO DE REVERSIÓN- FIDEICOMISO SELVA |
MEXICO |
REAL ESTATE |
— |
42.40 |
42.40 |
8 |
19 |
— |
19 |
— |
FIDEICOMISO 1729 INVEX ENAJENACION DE CARTERA ⁽⁴⁾ |
MEXICO |
REAL ESTATE |
— |
44.09 |
44.09 |
12 |
206 |
— |
206 |
— |
| INVERSIONES PLATCO CA |
VENEZUELA |
FINANCIAL SERVICES |
— |
50.00 |
50.00 |
5 |
11 |
1 |
12 |
(1) |
| PROMOCIONS TERRES CAVADES, S.A. |
SPAIN |
REAL ESTATE |
— |
39.11 |
39.11 |
1 |
3 |
— |
3 |
— |
| RCI COLOMBIA SA COMPAÑIA DE FINANCIAMIENTO |
COLOMBIA |
FINANCIAL SERVICES |
— |
49.00 |
49.00 |
40 |
1,000 |
919 |
80 |
1 |
|
|
|
|
|
|
|
|
|
|
|
(1) In foreign companies the exchange rate of December 31, 2023 is applied.
(2) The percentage of voting rights owned by the Group entities in this company is 22.22%.
(3) Financial Statements as of December 31, 2022.
(4) Classified as Non-current asset held for sale.
This Appendix is part of Notes 3 and 16.1 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX III. Changes and notifications of participations in the BBVA Group in 2023
Acquisitions or increases of interest ownership in consolidated subsidiaries
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|
|
Company (1) |
Type of transaction |
Total voting rights controlled after the
disposal
|
Effective date for the last transaction (or notification Date) |
| BBVA GLOBAL WEALTH ADVISORS INC |
FOUNDING |
100.00 |
01-Jun-23 |
| GARANTI BBVA DIJITAL VARLIKLAR ANONIM SIRKETI |
FOUNDING |
100.00 |
05-May-23 |
| GARANTI BBVA FINANSAL TEKNOLOJI ANONIM SIRKETI |
FOUNDING |
100.00 |
30-Apr-23 |
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|
|
(1) Variations of less than 0.1% have not been considered due to immateriality.
Disposals or reduction of interest ownership in consolidated subsidiaries
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|
|
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|
|
|
|
|
|
Company (1) |
Type of transaction |
Total voting rights controlled after the
disposal
|
Effective date for the last transaction (or notification Date) |
| BAHIA SUR RESORT S.C. |
LIQUIDATION |
— |
16-May-23 |
| BBVA DISCOVERY INC |
LIQUIDATION |
— |
01-Nov-23 |
| BBVA INFORMATION TECHNOLOGY ESPAÑA SLU |
MERGER |
— |
01-Dec-23 |
| CDD GESTIONI S.R.L. IN LIQUIDAZIONE |
LIQUIDATION |
— |
12-Jan-23 |
| DATA ARCHITECTURE AND TECHNOLOGY S.L. |
MERGER |
— |
01-Dec-23 |
| FUTURO FAMILIAR, S.A. DE C.V. |
LIQUIDATION |
— |
01-Nov-23 |
| VERIDAS DIGITAL AUTHENTICATION SOLUTIONS MEXICO SACV |
DILUTION PARTIC. |
— |
06-Jun-23 |
| VERIDAS DIGITAL AUTHENTICATION SOLUTIONS USA LLC |
DILUTION PARTIC. |
— |
06-Jun-23 |
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(1) Variations of less than 0.1% have not been considered due to immateriality.
Changes and notifications of participations in the BBVA Group in 2023 (continued)
Business combinations and other acquisitions or increases of interest ownership in associates and joint-ventures accounted for under the equity method
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|
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|
|
|
Company (1) |
Type of transaction |
Total voting rights controlled after the
disposal
|
Effective date for the last transaction (or notification Date) |
| F/ 5356 FIDEICOMISO IRREVOCABLE DE ADM. INMOBILIARIA CON DERECHO DE REVERSIÓN- FIDEICOMISO SELVA |
FOUNDING |
42.40 |
01-Oct-23 |
| NUEVO MARKETPLACE, S.L. ( EN LIQUIDACIÓN) |
CAPITAL INCREASE |
30.23 |
22-Nov-23 |
| PLAY DIGITAL SA |
CAPITAL INCREASE |
11.06 |
31-Mar-23 |
| FRAUDFENSE SL |
FOUNDING |
33.33 |
27-Jul-23 |
| ATOM HOLDCO LIMITED |
CAPITAL INCREASE |
49.51 |
10-Nov-23 |
(1) Variations of less than 0.1% have not been considered due to immateriality.
Disposal or reduction of interest ownership in associates and joint-ventures companies accounted for under the equity method
|
|
|
|
|
|
|
|
|
|
|
|
Company (1) |
Type of transaction |
Total voting rights controlled after the
disposal
|
Effective date for the last transaction (or notification Date) |
| CABAL URUGUAY, S.A. |
DISPOSAL |
— |
03-Jan-23 |
| VERIDAS DIGITAL AUTHENTICATION SOLUTIONS S.L. |
DILUTION PARTIC. |
32.05 |
06-Jun-23 |
| COMPAÑIA PERUANA DE MEDIOS DE PAGO SAC (VISANET PERU) |
DISPOSAL |
20.20 |
01-Oct-23 |
|
|
|
|
(1) Variations of less than 0.1% have not been considered due to immateriality.
This Appendix is part of Notes 3 and 16.1 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX IV. Fully consolidated subsidiaries with more than 10% owned by non-Group shareholders as of December 31, 2023
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|
|
|
% of voting rights controlled by the Bank |
| Company |
Activity |
Direct |
Indirect |
Total |
| BANCO BBVA PERÚ SA |
BANKING |
— |
46.12 |
46.12 |
| BANCO PROVINCIAL SA - BANCO UNIVERSAL |
BANKING |
1.46 |
53.75 |
55.21 |
| INVERSIONES BANPRO INTERNATIONAL INC NV |
INVESTMENT COMPANY |
48.00 |
— |
48.00 |
| PRO-SALUD, C.A. |
NO ACTIVITY |
— |
58.86 |
58.86 |
| INVERSIONES P.H.R.4, C.A. |
NO ACTIVITY |
— |
60.46 |
60.46 |
| BBVA PREVISION AFP SA ADM.DE FONDOS DE PENSIONES |
PENSION FUND MANAGEMENT |
75.00 |
5.00 |
80.00 |
| COMERCIALIZADORA CORPORATIVA SAC |
FINANCIAL SERVICES |
— |
50.00 |
50.00 |
| CREA MADRID NUEVO NORTE SA |
REAL ESTATE |
— |
75.54 |
75.54 |
| GESTION DE PREVISION Y PENSIONES SA |
PENSION FUND MANAGEMENT |
60.00 |
— |
60.00 |
| SOCIEDAD PERUANA DE FINANCIAMIENTO SAC |
FINANCIAL SERVICES |
— |
50.00 |
50.00 |
| F/253863 EL DESEO RESIDENCIAL |
REAL ESTATE |
— |
65.00 |
65.00 |
| VOLKSWAGEN FINANCIAL SERVICES COMPAÑIA FINANCIERA SA |
BANKING |
— |
51.00 |
51.00 |
| FIDEICOMISO LOTE 6.1 ZARAGOZA |
REAL ESTATE |
— |
59.99 |
59.99 |
| F/11395 FIDEICOMISO IRREVOCABLE DE ADMINISTRACION CON DERECHO DE REVERSION |
REAL ESTATE |
— |
42.40 |
42.40 |
| MOVISTAR CONSUMER FINANCE COLOMBIA SAS |
IN LIQUIDATION |
— |
50.00 |
50.00 |
| GARANTI BBVA EMEKLILIK AS |
INSURANCES |
— |
84.91 |
84.91 |
| FOMENTO Y DESARROLLO DE CONJUNTOS RESIDENCIALES S.L. EN LIQUIDACION |
IN LIQUIDATION |
— |
60.00 |
60.00 |
| PSA FINANCE ARGENTINA COMPAÑIA FINANCIERA SA |
BANKING |
— |
50.00 |
50.00 |
This Appendix is part of Note 3 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX V. BBVA Group’s securitization funds. Structured entities in 2023.
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|
|
|
|
|
|
Millions of Euros |
| Securitization fund (consolidated) |
Company |
Origination date
|
Total securitized exposures at the
origination date
|
Total securitized exposures as of December 31, 2023
|
| TDA 19 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
27-Feb-04 |
600 |
29 |
| TDA 22 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
09-Dec-04 |
592 |
37 |
| Hipocat 9 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
25-Nov-05 |
1,016 |
94 |
| Hipocat 10 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
05-Jul-06 |
1,526 |
140 |
| AYT HIP MIXTO V |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
21-Jul-06 |
120 |
74 |
| TDA 27 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
22-Dec-06 |
275 |
122 |
| TDA 28 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
23-Jul-07 |
250 |
87 |
| BBVA RMBS 1 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
19-Feb-07 |
2,500 |
523 |
| Hipocat 11 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
09-Mar-07 |
1,628 |
157 |
| BBVA RMBS 2 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
26-Mar-07 |
5,000 |
982 |
| BBVA Leasing 1 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
24-Jun-07 |
2,500 |
87 |
| BBVA RMBS 3 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
22-Jul-07 |
3,000 |
921 |
| TDA Tarragona 1 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
30-Nov-07 |
397 |
50 |
| BBVA RMBS 5 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
24-May-08 |
5,000 |
1,526 |
| GAT ICO-FTVPO1 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
25-Jun-09 |
780 |
15 |
| BBVA RMBS 9 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
18-Apr-10 |
1,295 |
537 |
| BBVA RMBS 14 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
24-Nov-14 |
700 |
278 |
| BBVA RMBS 17 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
21-Nov-16 |
1,800 |
868 |
| BBVA Consumer Auto 2020-1 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
15-Jun-20 |
1,100 |
521 |
| BBVA Consumo 11 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
12-Mar-21 |
2,500 |
845 |
| BBVA RMBS 20 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
14-Jun-21 |
2,500 |
1,929 |
| BBVA RMBS 21 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
17-Mar-22 |
12,400 |
9,975 |
| BBVA Consumer Auto 2022-1 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
13-Jun-22 |
1,200 |
765 |
| BBVA RMBS 22 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
28-Nov-22 |
1,400 |
1,281 |
| BBVA Consumo 12 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
13-Mar-23 |
3,000 |
2,357 |
| BBVA Consumer Auto 2023-1 |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
08-Jun-23 |
804 |
718 |
| BBVA Leasing 3 FT |
BANCO BILBAO VIZCAYA ARGENTARIA SA |
27-Nov-23 |
2,400 |
2,313 |
APPENDIX VI. Details of the outstanding subordinated debt and preferred securities issued by the Bank or entities in the Group consolidated as of December 31, 2023, 2022 and 2021
Outstanding as of December 31, 2023, 2022 and 2021 of subordinated issues
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal value. Millions of Euros |
|
|
| Issuer entity and issued date |
Currency |
December 2023 |
December 2022 |
December 2021 |
Prevailing Interest Rate as of December 31, 2023
|
Maturity Date
|
| Issues in Euros |
|
|
|
|
|
|
| BANCO BILBAO VIZCAYA ARGENTARIA S.A. |
|
|
|
|
|
|
| March-08 |
EUR |
125 |
125 |
125 |
6.03 |
% |
March-33 |
| July-08 |
EUR |
— |
100 |
100 |
6.20 |
% |
July-23 |
| March-19 |
EUR |
1,000 |
1,000 |
1,000 |
6.00 |
% |
Perpetual |
| July-20 |
EUR |
1,000 |
1,000 |
1,000 |
6.00 |
% |
Perpetual |
| February-17 |
EUR |
1,000 |
1,000 |
1,000 |
3.50 |
% |
February-27 |
| February-17 |
EUR |
99 |
99 |
99 |
4.00 |
% |
February-32 |
| March-17 |
EUR |
65 |
65 |
65 |
4.00 |
% |
February-32 |
| May-17 |
EUR |
— |
— |
500 |
— |
% |
Perpetual |
| May-17 |
EUR |
150 |
150 |
150 |
2.54 |
% |
May-27 |
| September-18 |
EUR |
— |
1,000 |
1,000 |
5.88 |
% |
Perpetual |
| February-19 |
EUR |
750 |
750 |
750 |
2.58 |
% |
February-29 |
| January-20 |
EUR |
994 |
994 |
994 |
1.00 |
% |
January-30 |
| June-23 |
EUR |
741 |
— |
— |
5.75 |
% |
May-33 |
| June-23 |
EUR |
1,000 |
— |
— |
8.38 |
% |
Perpetual |
| Different issued |
EUR |
127 |
177 |
245 |
— |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total issued in Euros |
EUR |
7,050 |
6,460 |
7,027 |
|
|
Outstanding as of December 31, 2023, 2022 and 2021 of subordinated issues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal value. Millions of Euros |
|
|
| Issuer entity and issued date |
Currency |
December 2023 |
December 2022 |
December 2021 |
Prevailing Interest Rate as of December 31, 2023
|
Maturity Date
|
| Issues in foreign currency |
|
|
|
|
|
|
| BANCO BILBAO VIZCAYA ARGENTARIA S.A. |
|
|
|
|
|
|
| March-17 |
USD |
109 |
113 |
106 |
5.70 |
% |
March-32 |
| November-17 |
USD |
905 |
938 |
883 |
6.13 |
% |
Perpetual |
| May-18 |
USD |
269 |
279 |
263 |
5.25 |
% |
May-33 |
| September-19 |
USD |
905 |
938 |
883 |
6.50 |
% |
Perpetual |
| September-23 |
USD |
905 |
— |
— |
9.38 |
% |
Perpetual |
| November-23 |
USD |
679 |
— |
— |
7.88 |
% |
November-34 |
| Subtotal |
USD |
3,772 |
2,267 |
2,135 |
|
|
| May-17 |
CHF |
22 |
20 |
19 |
1.60 |
% |
May-27 |
| Subtotal |
CHF |
22 |
20 |
19 |
|
|
| July-20 |
GBP |
345 |
338 |
357 |
3.10 |
% |
July-31 |
| August-23 |
GBP |
345 |
— |
— |
8.25 |
% |
November-33 |
| Subtotal |
GBP |
690 |
338 |
357 |
|
|
BBVA GLOBAL FINANCE LTD (1) |
|
|
|
|
|
|
| December-95 |
USD |
179 |
187 |
176 |
7.00 |
% |
December-25 |
| Subtotal |
USD |
179 |
187 |
176 |
|
|
| BBVA BANCOMER S.A. INSTITUCION DE BANCA MULTIPLE GRUPO FINANCIERO BBVA BANCOMER |
|
|
|
|
|
|
| July-12 |
USD |
— |
— |
1,329 |
6.75 |
% |
September-22 |
| November-14 |
USD |
178 |
187 |
177 |
5.35 |
% |
November-29 |
| January-18 |
USD |
903 |
935 |
886 |
5.13 |
% |
January-33 |
| September-19 |
USD |
676 |
702 |
665 |
5.88 |
% |
September-34 |
| June-23 |
USD |
906 |
— |
— |
8.45 |
% |
June-38 |
| Subtotal |
USD |
2,663 |
1,824 |
3,057 |
|
|
| BANCO BILBAO VIZCAYA ARGENTARIA URUGUAY S.A. |
|
|
|
|
|
|
| November-17 |
USD |
— |
1 |
— |
9.54 |
% |
February-64 |
| Subtotal |
USD |
— |
1 |
— |
|
|
(1) The issuances of BBVA Global Finance, Ltd, are guaranteed (secondary liability) by the Bank.
Outstanding as of December 31, 2023, 2022 and 2021 of subordinated issues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominal value. Millions of Euros |
|
|
| Issuer entity and issued date |
Currency |
December
2023 |
December
2022 |
December
2021 |
Prevailing Interest Rate as of December 31, 2022
|
Maturity Date
|
| BBVA COLOMBIA S.A. |
|
|
|
|
|
|
| September-11 |
COP |
37 |
30 |
35 |
14.42 |
% |
September-26 |
| February-13 |
COP |
— |
39 |
44 |
16.58 |
% |
February-23 |
| February-13 |
COP |
39 |
32 |
37 |
13.01 |
% |
February-28 |
| November-14 |
COP |
21 |
18 |
20 |
13.55 |
% |
November-29 |
| November-14 |
COP |
27 |
20 |
32 |
13.68 |
% |
November-34 |
| Subtotal |
COP |
124 |
139 |
168 |
|
|
| April-15 |
USD |
362 |
375 |
349 |
4.88 |
% |
April-25 |
|
|
|
|
|
|
|
| Subtotal |
USD |
362 |
375 |
349 |
|
|
| BBVA BANCO CONTINENTAL S.A. |
|
|
|
|
|
|
| June-07 |
PEN |
24 |
23 |
19 |
3.47 |
% |
June-32 |
| November-07 |
PEN |
21 |
21 |
17 |
3.56 |
% |
November-32 |
| July-08 |
PEN |
— |
18 |
15 |
3.06 |
% |
July-23 |
| September-08 |
PEN |
— |
20 |
16 |
3.09 |
% |
September-23 |
| December-08 |
PEN |
12 |
12 |
10 |
4.19 |
% |
December-33 |
| Subtotal |
PEN |
57 |
93 |
77 |
|
|
| May-07 |
USD |
— |
— |
18 |
6.00 |
% |
May-27 |
| February-08 |
USD |
18 |
19 |
18 |
6.47 |
% |
February-28 |
| October-13 |
USD |
— |
43 |
40 |
6.53 |
% |
October-28 |
| September-14 |
USD |
267 |
270 |
272 |
5.25 |
% |
September-29 |
| Subtotal |
USD |
285 |
332 |
349 |
|
|
| GARANTI BBVA AS |
|
|
|
|
|
|
| May-17 |
USD |
667 |
698 |
645 |
7.30 |
% |
May-27 |
| Subtotal |
USD |
667 |
698 |
645 |
|
|
| October-19 |
TRY |
8 |
13 |
17 |
46.02 |
% |
October-29 |
| February-20 |
TRY |
23 |
38 |
49 |
51.55 |
% |
February-30 |
| Subtotal |
TRY |
31 |
50 |
66 |
|
|
| Total Issues in other currencies |
|
8,851 |
6,326 |
7,398 |
|
|
APPENDIX VII Consolidated balance sheets held in foreign currency as of December 31, 2023, 2022 and 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar |
Mexican pesos
|
Turkish lira
|
Other foreign currencies
|
Total foreign currencies
|
| December 2023 |
|
|
|
|
|
| Assets |
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
13,372 |
7,581 |
3,764 |
4,089 |
28,807 |
| Financial assets held for trading |
21,147 |
28,570 |
282 |
5,806 |
55,806 |
| Non- trading financial assets mandatorily at fair value through profit or loss |
1,292 |
6,596 |
5 |
186 |
8,079 |
| Financial assets at fair value through comprehensive income |
9,384 |
20,767 |
1,785 |
4,484 |
36,421 |
| Financial assets at amortized cost |
58,732 |
81,907 |
31,298 |
46,122 |
218,059 |
| Joint-ventures and associates |
5 |
19 |
— |
590 |
614 |
| Tangible assets |
105 |
2,609 |
1,446 |
995 |
5,155 |
| Other assets |
(1,049) |
6,872 |
1,761 |
2,346 |
9,930 |
| Total |
102,988 |
154,922 |
40,341 |
64,619 |
362,870 |
| Liabilities |
|
|
|
|
|
| Financial liabilities held for trading |
21,204 |
17,829 |
207 |
2,705 |
41,946 |
| Financial liabilities at amortized cost |
78,365 |
95,685 |
30,127 |
50,900 |
255,076 |
| Other liabilities |
3,223 |
20,186 |
1,048 |
2,801 |
27,258 |
| Total |
102,792 |
133,700 |
31,382 |
56,406 |
324,280 |
| December 2022 ⁽¹⁾ |
|
|
|
|
|
| Assets |
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
19,888 |
4,831 |
476 |
3,469 |
28,665 |
| Financial assets held for trading |
10,780 |
22,407 |
431 |
3,930 |
37,549 |
| Non- trading financial assets mandatorily at fair value through profit or loss |
987 |
5,205 |
5 |
82 |
6,280 |
| Financial assets at fair value through comprehensive income |
8,300 |
16,028 |
3,188 |
8,841 |
36,358 |
| Financial assets at amortized cost |
52,248 |
70,744 |
29,938 |
42,173 |
195,103 |
| Joint-ventures and associates |
5 |
17 |
— |
333 |
354 |
| Tangible assets |
14 |
2,143 |
1,166 |
1,137 |
4,459 |
| Other assets |
(365) |
4,609 |
1,789 |
3,070 |
9,103 |
| Total |
91,858 |
125,984 |
36,994 |
63,036 |
317,872 |
| Liabilities |
|
|
|
|
|
| Financial liabilities held for trading |
9,722 |
18,110 |
234 |
1,499 |
29,564 |
| Financial liabilities at amortized cost |
77,697 |
75,029 |
24,567 |
48,984 |
226,277 |
| Other liabilities |
2,748 |
16,397 |
1,216 |
2,067 |
22,428 |
| Total |
90,167 |
109,535 |
26,016 |
52,549 |
278,268 |
| December 2021 |
|
|
|
|
|
| Assets |
|
|
|
|
|
| Cash, cash balances at central banks and other demand deposits |
19,164 |
5,816 |
893 |
4,245 |
30,118 |
| Financial assets held for trading |
10,699 |
18,973 |
1,104 |
8,840 |
39,615 |
| Non- trading financial assets mandatorily at fair value through profit or loss |
1,039 |
4,114 |
2 |
83 |
5,239 |
| Financial assets at fair value through comprehensive income |
6,455 |
9,323 |
2,325 |
8,697 |
26,800 |
| Financial assets at amortized cost |
46,223 |
57,580 |
21,655 |
38,657 |
164,115 |
| Joint-ventures and associates |
5 |
15 |
— |
263 |
283 |
| Tangible assets |
12 |
1,902 |
558 |
935 |
3,408 |
| Other assets |
(204) |
3,607 |
1,046 |
1,248 |
5,697 |
| Total |
83,393 |
101,331 |
27,583 |
62,969 |
275,276 |
| Liabilities |
|
|
|
|
|
| Financial liabilities held for trading |
10,448 |
13,784 |
450 |
1,312 |
25,994 |
| Financial liabilities at amortized cost |
67,306 |
60,570 |
14,946 |
43,859 |
186,681 |
| Other liabilities |
3,261 |
13,234 |
779 |
2,029 |
19,302 |
| Total |
81,015 |
87,588 |
16,175 |
47,200 |
231,977 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
This Appendix is part of Notes 2.2.17 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX VIII. Quantitative information on refinancing and restructuring operations and other requirement under Bank of Spain Circular 6/2012
a.Quantitative information on refinancing and restructuring operations
The breakdown of refinancing and restructuring operations as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2023 BALANCE OF FORBEARANCE (Millions of Euros) |
|
TOTAL |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
— |
— |
— |
— |
— |
— |
| General Governments |
50 |
31 |
24 |
7 |
5 |
— |
(6) |
| Other financial corporations and individual entrepreneurs (financial business) |
292 |
17 |
24 |
11 |
5 |
3 |
(6) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
79,943 |
3,870 |
10,602 |
2,395 |
1,053 |
264 |
(2,422) |
| Of which: financing the construction and property (including land) |
703 |
420 |
717 |
269 |
125 |
10 |
(428) |
Other households (1) |
242,532 |
1,390 |
63,320 |
4,642 |
3,380 |
20 |
(1,677) |
| Total |
322,817 |
5,308 |
73,970 |
7,055 |
4,443 |
287 |
(4,111) |
|
Of which: IMPAIRED |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
— |
— |
— |
— |
— |
— |
| General Governments |
25 |
14 |
4 |
2 |
1 |
— |
(4) |
| Other financial corporations and individual entrepreneurs (financial business) |
206 |
5 |
17 |
4 |
1 |
2 |
(4) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
59,133 |
2,409 |
6,483 |
1,323 |
473 |
56 |
(2,070) |
| Of which: financing the construction and property (including land) |
491 |
417 |
540 |
196 |
66 |
8 |
(417) |
Other households (1) |
158,595 |
900 |
36,108 |
3,001 |
1,957 |
4 |
(1,519) |
| Total |
217,959 |
3,329 |
42,612 |
4,330 |
2,432 |
62 |
(3,597) |
(1) Number of operations does not include Garanti BBVA. Includes mortgage-backed real estate operations with loan to value ratio of greater than 1, and secured operations, other than transactions secured by real estate mortgage regardless of their loan to value ratio.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2022 BALANCE OF FORBEARANCE (Millions of Euros) |
|
TOTAL |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
— |
— |
— |
— |
— |
— |
| General Governments |
57 |
38 |
24 |
9 |
6 |
— |
(9) |
| Other financial corporations and individual entrepreneurs (financial business) |
303 |
10 |
22 |
6 |
1 |
3 |
(7) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
75,713 |
5,882 |
8,687 |
2,792 |
1,238 |
223 |
(3,303) |
| Of which: financing the construction and property (including land) |
460 |
479 |
819 |
383 |
164 |
33 |
(497) |
Other households (1) |
231,910 |
1,412 |
79,666 |
4,969 |
3,702 |
20 |
(1,601) |
| Total |
307,983 |
7,343 |
88,399 |
7,778 |
4,946 |
246 |
(4,920) |
|
Of which: IMPAIRED |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
— |
— |
— |
— |
— |
— |
| General Governments |
26 |
20 |
23 |
9 |
5 |
— |
(8) |
| Other financial corporations and individual entrepreneurs (financial business) |
232 |
9 |
17 |
4 |
— |
1 |
(7) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
59,944 |
3,104 |
6,005 |
1,604 |
500 |
66 |
(2,815) |
| Of which: financing the construction and property (including land) |
414 |
475 |
620 |
269 |
82 |
22 |
(480) |
Other households (1) |
124,228 |
871 |
37,043 |
2,514 |
1,607 |
4 |
(1,412) |
| Total |
184,430 |
4,004 |
43,088 |
4,130 |
2,113 |
70 |
(4,242) |
(1) Number of operations does not include Garanti BBVA. Includes mortgage-backed real estate operations with loan to value ratio of greater than 1, and secured operations, other than transactions secured by real estate mortgage regardless of their loan to value ratio.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 2021 BALANCE OF FORBEARANCE (Millions of Euros) |
|
TOTAL |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| General Governments |
59 |
|
63 |
|
32 |
|
22 |
|
15 |
|
— |
|
(11) |
| Other financial corporations and individual entrepreneurs (financial business) |
377 |
|
30 |
|
25 |
|
2 |
|
2 |
|
— |
|
(6) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
99,852 |
|
6,590 |
|
11,417 |
|
3,552 |
|
2,108 |
|
45 |
|
(3,196) |
| Of which: financing the construction and property (including land) |
739 |
155 |
1,785 |
486 |
322 |
— |
(513) |
Other households (1) |
275,927 |
|
1,813 |
|
96,312 |
|
5,877 |
|
4,473 |
|
25 |
|
(1,622) |
| Total |
376,215 |
|
8,496 |
|
107,786 |
|
9,453 |
|
6,599 |
|
70 |
|
(4,834) |
|
|
|
|
|
|
|
|
|
Of which: IMPAIRED |
|
Unsecured loans |
Secured loans |
Accumulated impairment or accumulated losses in fair value due to credit risk |
|
|
|
|
|
Maximum amount of secured loans that can be considered |
|
Number of operations |
Gross carrying amount |
Number of operations |
Gross carrying amount |
Real estate mortgage secured |
Rest of secured loans |
| Credit institutions |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| General Governments |
29 |
|
29 |
|
23 |
|
10 |
|
6 |
|
— |
|
(10) |
| Other financial corporations and individual entrepreneurs (financial business) |
255 |
|
11 |
|
17 |
|
1 |
|
1 |
|
— |
|
(5) |
| Non-financial corporations and individual entrepreneurs (corporate non-financial activities) |
74,054 |
|
3,701 |
|
7,423 |
|
1,799 |
|
855 |
|
10 |
|
(2,639) |
| Of which: financing the construction and property (including land) |
592 |
148 |
1,229 |
320 |
179 |
— |
(464) |
Other households (1) |
143,791 |
|
948 |
|
39,962 |
|
2,701 |
|
1,799 |
|
3 |
|
(1,377) |
| Total |
218,129 |
|
4,689 |
|
47,425 |
|
4,512 |
|
2,661 |
|
13 |
|
(4,031) |
(1) Number of operations does not include Garanti BBVA. Includes mortgage-backed real estate operations with loan to value ratio of greater than 1, and secured operations, other than transactions secured by real estate mortgage regardless of their loan to value ratio.
In addition to the restructuring and refinancing transactions mentioned in this section, loans that were not considered impaired or renegotiated have been modified based on the criteria set out in the accounting regulation that applies. These loans have not been classified as renegotiated or impaired, since they were modified for commercial or competitive reasons (for instance, to improve relationships with clients) rather than for economic or legal reasons relating to the borrower's financial situation.
The table below provides a breakdown by segments of the forbearance operations (net of provisions) as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
| Forbearance operations. Breakdown by segments (Millions of Euros) |
|
2023 |
2022 |
2021 |
| Credit institutions |
— |
— |
— |
| Central governments |
32 |
39 |
74 |
| Other financial corporations and individual entrepreneurs (financial activity) |
22 |
9 |
26 |
| Non-financial corporations and individual entrepreneurs (non-financial activity) |
3,843 |
5,371 |
6,946 |
| Of which: Financing the construction and property development (including land) |
261 |
365 |
128 |
| Households |
4,354 |
4,780 |
6,068 |
| Total carrying amount |
8,251 |
10,200 |
13,114 |
| Financing classified as non-current assets and disposal groups held for sale |
— |
— |
— |
NPL ratio by type of renegotiated loan
The non-performing ratio of the renegotiated portfolio is defined as the impaired balance of renegotiated loans that shows signs of difficulties as of the closing of the reporting period, divided by the total payment outstanding in that portfolio
As of December 31, 2023 and December 31, 2022, the non-performing ratio for each of the portfolios of renegotiated loans is as follows:
|
|
|
|
|
|
|
|
|
| NPL ratio by type of renegotiated loan |
|
Ratio of impaired loans - past due
|
|
2023 |
2022 |
| General governments |
42 |
% |
61 |
% |
| Commercial |
60 |
% |
54 |
% |
| Of which: Construction and developer |
89 |
% |
86 |
% |
| Other consumer |
65 |
% |
53 |
% |
b.Qualitative information on the concentration of risk by activity and guarantees
Loans and advances to customers by activity (carrying amount)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
23,025 |
271 |
7,104 |
1,137 |
2,911 |
429 |
2,369 |
527 |
| Other financial institutions and individual entrepreneurs |
23,086 |
525 |
13,315 |
182 |
378 |
68 |
9,304 |
3,909 |
| Non-financial institutions and individual entrepreneurs |
183,279 |
24,472 |
10,791 |
11,930 |
7,260 |
4,556 |
4,230 |
7,287 |
| Construction and property development |
5,788 |
4,064 |
248 |
1,662 |
1,192 |
768 |
239 |
451 |
| Construction of civil works |
5,173 |
554 |
382 |
231 |
191 |
87 |
37 |
390 |
| Other purposes |
172,318 |
19,854 |
10,160 |
10,037 |
5,877 |
3,701 |
3,954 |
6,446 |
| Large companies |
111,122 |
7,360 |
5,744 |
4,092 |
2,071 |
1,479 |
1,882 |
3,579 |
SMEs (2) and individual entrepreneurs |
61,196 |
12,494 |
4,416 |
5,944 |
3,806 |
2,222 |
2,072 |
2,867 |
Rest of households and NPISHs (3) |
157,847 |
95,040 |
2,166 |
21,700 |
25,396 |
31,265 |
13,960 |
4,886 |
| Housing |
97,395 |
93,813 |
118 |
21,155 |
24,954 |
31,014 |
12,435 |
4,374 |
| Consumption |
56,520 |
475 |
1,879 |
230 |
291 |
137 |
1,423 |
273 |
| Other purposes |
3,933 |
753 |
169 |
315 |
152 |
114 |
102 |
239 |
| TOTAL |
387,238 |
120,308 |
33,376 |
34,949 |
35,944 |
36,319 |
29,864 |
16,609 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
8,251 |
4,894 |
240 |
1,050 |
1,072 |
1,001 |
953 |
1,058 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 (Millions of Euros) |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
20,661 |
297 |
5,382 |
1,121 |
1,555 |
338 |
1,919 |
746 |
| Other financial institutions and individual entrepreneurs |
23,484 |
336 |
15,430 |
296 |
128 |
139 |
3,644 |
11,560 |
| Non-financial institutions and individual entrepreneurs |
172,854 |
25,454 |
6,829 |
9,902 |
6,972 |
4,495 |
2,958 |
7,956 |
| Construction and property development |
5,166 |
3,701 |
201 |
1,468 |
1,083 |
660 |
247 |
445 |
| Construction of civil works |
5,582 |
610 |
317 |
276 |
185 |
104 |
45 |
318 |
| Other purposes |
162,106 |
21,143 |
6,311 |
8,159 |
5,704 |
3,732 |
2,666 |
7,194 |
| Large companies |
105,852 |
7,509 |
3,771 |
3,308 |
1,839 |
1,218 |
1,358 |
3,557 |
SMEs (2) and individual entrepreneurs |
56,254 |
13,634 |
2,540 |
4,851 |
3,866 |
2,514 |
1,307 |
3,637 |
Rest of households and NPISHs (3) |
150,095 |
93,556 |
1,990 |
21,473 |
25,693 |
29,940 |
13,114 |
5,327 |
| Housing |
95,237 |
92,264 |
123 |
20,886 |
25,325 |
29,696 |
11,564 |
4,915 |
| Consumption |
50,295 |
461 |
1,660 |
266 |
166 |
111 |
1,403 |
176 |
| Other purposes |
4,564 |
831 |
208 |
321 |
202 |
133 |
147 |
235 |
| TOTAL |
367,095 |
119,644 |
29,632 |
32,792 |
34,348 |
34,911 |
21,636 |
25,589 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
10,200 |
5,685 |
174 |
1,351 |
1,130 |
1,167 |
884 |
1,327 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
19,928 |
324 |
1,907 |
472 |
834 |
129 |
783 |
14 |
| Other financial institutions and individual entrepreneurs |
20,711 |
219 |
14,495 |
153 |
575 |
2,933 |
10,151 |
901 |
| Non-financial institutions and individual entrepreneurs |
146,988 |
22,945 |
3,842 |
8,074 |
6,361 |
4,679 |
2,407 |
5,266 |
| Construction and property development |
5,091 |
3,594 |
79 |
1,203 |
1,055 |
675 |
278 |
462 |
| Construction of civil works |
6,614 |
625 |
259 |
252 |
194 |
96 |
51 |
291 |
| Other purposes |
135,284 |
18,726 |
3,504 |
6,620 |
5,112 |
3,908 |
2,077 |
4,513 |
| Large companies |
84,147 |
6,208 |
2,197 |
2,327 |
1,420 |
1,680 |
632 |
2,346 |
SMEs (2) and individual entrepreneurs |
51,137 |
12,518 |
1,307 |
4,292 |
3,692 |
2,228 |
1,445 |
2,167 |
Rest of households and NPISHs (3) |
141,007 |
93,384 |
1,757 |
19,716 |
23,528 |
29,555 |
15,339 |
7,003 |
| Housing |
95,199 |
92,030 |
132 |
19,120 |
23,175 |
29,258 |
13,982 |
6,628 |
| Consumption |
41,798 |
416 |
1,421 |
245 |
172 |
119 |
1,176 |
126 |
| Other purposes |
4,010 |
938 |
203 |
352 |
181 |
178 |
181 |
250 |
| TOTAL |
328,635 |
116,872 |
22,001 |
28,415 |
31,298 |
37,295 |
28,679 |
13,185 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
13,114 |
7,513 |
98 |
1,611 |
1,460 |
1,600 |
1,176 |
1,765 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
The information on the main geographic area is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) BBVA, S.A. |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
13,304 |
240 |
172 |
129 |
86 |
21 |
173 |
2 |
| Other financial institutions and individual entrepreneurs |
18,078 |
487 |
13,038 |
123 |
351 |
48 |
9,216 |
3,786 |
| Non-financial institutions and individual entrepreneurs |
98,285 |
9,620 |
2,030 |
4,674 |
3,304 |
1,743 |
833 |
1,098 |
| Construction and property development |
1,759 |
1,598 |
6 |
917 |
480 |
125 |
25 |
57 |
| Construction of civil works |
4,667 |
482 |
218 |
217 |
185 |
75 |
22 |
200 |
| Other purposes |
91,859 |
7,541 |
1,806 |
3,540 |
2,639 |
1,543 |
785 |
840 |
| Large companies |
67,290 |
2,828 |
1,256 |
1,445 |
814 |
724 |
594 |
507 |
SMEs (2) and individual entrepreneurs |
24,569 |
4,713 |
550 |
2,096 |
1,825 |
819 |
191 |
333 |
Rest of households and NPISHs (3) |
89,545 |
70,141 |
257 |
18,175 |
20,905 |
22,902 |
5,555 |
2,861 |
| Housing |
71,184 |
69,325 |
88 |
17,898 |
20,701 |
22,767 |
5,442 |
2,605 |
| Consumption |
15,174 |
78 |
104 |
54 |
57 |
26 |
16 |
29 |
| Other purposes |
3,187 |
739 |
66 |
224 |
147 |
109 |
97 |
228 |
| TOTAL |
219,212 |
80,488 |
15,497 |
23,101 |
24,645 |
24,715 |
15,776 |
7,747 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
5,958 |
3,970 |
64 |
872 |
887 |
792 |
608 |
875 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) BBVA Mexico |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
7,709 |
30 |
6,933 |
1,008 |
2,825 |
408 |
2,197 |
525 |
| Other financial institutions and individual entrepreneurs |
2,534 |
25 |
101 |
25 |
21 |
18 |
52 |
10 |
| Non-financial institutions and individual entrepreneurs |
37,740 |
8,801 |
3,744 |
5,308 |
2,776 |
1,680 |
1,476 |
1,304 |
| Construction and property development |
1,611 |
1,446 |
16 |
155 |
518 |
533 |
117 |
138 |
| Construction of civil works |
210 |
18 |
143 |
8 |
4 |
8 |
3 |
138 |
| Other purposes |
35,918 |
7,337 |
3,585 |
5,145 |
2,254 |
1,139 |
1,356 |
1,028 |
| Large companies |
21,391 |
2,754 |
1,813 |
2,175 |
819 |
510 |
662 |
402 |
SMEs (2) and individual entrepreneurs |
14,527 |
4,583 |
1,772 |
2,970 |
1,435 |
630 |
694 |
626 |
Rest of households and NPISHs (3) |
39,797 |
17,766 |
138 |
1,913 |
3,972 |
7,736 |
4,003 |
280 |
| Housing |
17,766 |
17,766 |
— |
1,891 |
3,943 |
7,706 |
3,990 |
235 |
| Consumption |
22,024 |
— |
138 |
22 |
29 |
30 |
13 |
45 |
| Other purposes |
7 |
— |
— |
— |
— |
— |
— |
— |
| TOTAL |
87,779 |
26,622 |
10,916 |
8,254 |
9,594 |
9,842 |
7,729 |
2,119 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
628 |
426 |
60 |
67 |
116 |
142 |
102 |
58 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) Garanti BBVA |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
200 |
— |
— |
— |
— |
— |
— |
— |
| Other financial institutions and individual entrepreneurs |
547 |
1 |
1 |
1 |
— |
1 |
— |
— |
| Non-financial institutions and individual entrepreneurs |
21,609 |
782 |
2,553 |
898 |
652 |
605 |
418 |
763 |
| Construction and property development |
1,302 |
75 |
217 |
153 |
63 |
44 |
15 |
18 |
| Construction of civil works |
2 |
— |
— |
— |
— |
— |
— |
— |
| Other purposes |
20,305 |
707 |
2,336 |
745 |
589 |
561 |
403 |
745 |
| Large companies |
8,116 |
110 |
440 |
87 |
272 |
87 |
105 |
— |
SMEs (2) and individual entrepreneurs |
12,190 |
597 |
1,896 |
658 |
317 |
474 |
298 |
745 |
Rest of households and NPISHs (3) |
8,245 |
798 |
8 |
756 |
18 |
17 |
6 |
9 |
| Housing |
922 |
780 |
— |
754 |
12 |
10 |
4 |
— |
| Consumption |
7,241 |
6 |
8 |
2 |
1 |
1 |
1 |
9 |
| Other purposes |
81 |
12 |
— |
— |
5 |
5 |
2 |
1 |
| TOTAL |
30,601 |
1,581 |
2,562 |
1,655 |
669 |
622 |
424 |
773 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
702 |
25 |
88 |
26 |
9 |
21 |
14 |
41 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) Other Entities |
|
|
|
|
Loans to customers. Loan to value |
|
Total (1) |
Mortgage loans |
Secured loans |
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
| General governments |
1,812 |
1 |
— |
— |
— |
— |
— |
1 |
| Other financial institutions and individual entrepreneurs |
1,928 |
13 |
175 |
32 |
6 |
2 |
36 |
112 |
| Non-financial institutions and individual entrepreneurs |
25,645 |
5,268 |
2,464 |
1,051 |
529 |
528 |
1,503 |
4,122 |
| Construction and property development |
1,116 |
946 |
9 |
438 |
131 |
67 |
81 |
237 |
| Construction of civil works |
293 |
54 |
21 |
6 |
2 |
4 |
12 |
51 |
| Other purposes |
24,236 |
4,269 |
2,433 |
607 |
395 |
458 |
1,410 |
3,833 |
| Large companies |
14,325 |
1,668 |
2,235 |
386 |
167 |
159 |
521 |
2,670 |
SMEs (2) and individual entrepreneurs |
9,911 |
2,601 |
199 |
221 |
229 |
299 |
888 |
1,163 |
Rest of households and NPISHs (3) |
20,261 |
6,335 |
1,763 |
855 |
502 |
610 |
4,396 |
1,735 |
| Housing |
7,523 |
5,942 |
30 |
612 |
297 |
530 |
2,999 |
1,534 |
| Consumption |
12,081 |
391 |
1,630 |
152 |
205 |
80 |
1,394 |
191 |
| Other purposes |
658 |
1 |
103 |
92 |
— |
— |
3 |
10 |
| TOTAL |
49,646 |
11,617 |
4,402 |
1,939 |
1,036 |
1,140 |
5,934 |
5,970 |
| MEMORANDUM ITEM: |
|
|
|
|
|
|
|
|
Forbearance operations (4) |
963 |
474 |
28 |
85 |
59 |
46 |
229 |
84 |
(1) The amounts included in this table are net of loss allowances.
(2) Small and medium enterprises.
(3) Non-profit institutions serving households.
(4) Net of provisions.
c.Information on the concentration of risk by activity and geographical areas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2023 (Millions of Euros) |
|
TOTAL (1) |
Spain |
Rest of European
Union
|
America |
Other |
| Credit institutions |
192,222 |
54,246 |
61,342 |
42,084 |
34,550 |
| General governments |
144,082 |
59,385 |
12,198 |
61,473 |
11,025 |
| Central Administration |
121,149 |
45,259 |
11,767 |
53,640 |
10,482 |
| Other |
22,933 |
14,125 |
431 |
7,833 |
543 |
| Other financial institutions and individual entrepreneurs |
54,064 |
9,564 |
18,279 |
18,097 |
8,124 |
| Non-financial institutions and individual entrepreneurs |
246,103 |
80,219 |
23,614 |
90,342 |
51,928 |
| Construction and property development |
9,256 |
2,888 |
640 |
2,573 |
3,156 |
| Construction of civil works |
9,524 |
5,988 |
885 |
1,558 |
1,093 |
| Other purposes |
227,323 |
71,344 |
22,089 |
86,211 |
47,679 |
| Large companies |
159,906 |
45,738 |
21,086 |
61,867 |
31,214 |
| SMEs and individual entrepreneurs |
67,417 |
25,606 |
1,003 |
24,344 |
16,464 |
| Other households and NPISHs |
158,344 |
88,561 |
2,477 |
58,686 |
8,620 |
| Housing |
97,395 |
70,073 |
1,302 |
24,899 |
1,120 |
| Consumer |
56,521 |
15,111 |
956 |
33,207 |
7,246 |
| Other purposes |
4,428 |
3,377 |
218 |
579 |
254 |
| TOTAL |
794,814 |
291,975 |
117,910 |
270,682 |
114,247 |
(1) The definition of risk for the purpose of this statement includes the following items on the public balance sheet: “Loans and advances to credit institutions”, “Loans and advances”, “Debt securities”, “Equity instruments”, “Other equity securities”, “Derivatives and hedging derivatives”, “Investments in subsidiaries, joint ventures and associates” and “Guarantees given”. The amounts included in this table are net of loss allowances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2022 ⁽¹⁾ (Millions of Euros) |
|
TOTAL (2) |
Spain |
Rest of European
Union
|
America |
Other |
| Credit institutions |
166,533 |
58,290 |
36,043 |
42,872 |
29,328 |
| General governments |
127,562 |
52,873 |
13,677 |
47,261 |
13,752 |
| Central Administration |
106,827 |
39,349 |
13,153 |
41,201 |
13,124 |
| Other |
20,736 |
13,524 |
524 |
6,060 |
628 |
| Other financial institutions |
49,608 |
9,884 |
16,254 |
15,090 |
8,380 |
| Non-financial institutions and individual entrepreneurs |
235,280 |
81,464 |
25,039 |
80,016 |
48,761 |
| Construction and property development |
8,590 |
2,636 |
659 |
2,149 |
3,146 |
| Construction of civil works |
9,361 |
5,942 |
1,078 |
1,037 |
1,304 |
| Other purposes |
217,329 |
72,886 |
23,302 |
76,830 |
44,311 |
| Large companies |
154,798 |
45,864 |
22,686 |
54,975 |
31,274 |
| SMEs and individual entrepreneurs |
62,531 |
27,023 |
616 |
21,855 |
13,038 |
| Other households and NPISHs |
150,496 |
88,548 |
2,591 |
48,756 |
10,602 |
| Housing |
95,238 |
70,901 |
1,483 |
21,455 |
1,398 |
| Consumer |
50,296 |
14,595 |
236 |
26,697 |
8,768 |
| Other purposes |
4,962 |
3,052 |
871 |
604 |
436 |
| TOTAL |
729,480 |
291,059 |
93,603 |
233,994 |
110,823 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) The definition of risk for the purpose of this statement includes the following items on the public balance sheet: “Loans and advances to credit institutions”, “Loans and advances”, “Debt securities”, “Equity instruments”, “Other equity securities”, “Derivatives and hedging derivatives”, “Investments in subsidiaries, joint ventures and associates” and “Guarantees given”. The amounts included in this table are net of loss allowances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| December 2021 (Millions of Euros) |
|
TOTAL (1) |
Spain |
Rest of European
Union
|
America |
Other |
| Credit institutions |
153,178 |
46,282 |
35,157 |
37,840 |
33,898 |
| General governments |
122,518 |
53,621 |
15,822 |
41,510 |
11,564 |
| Central Administration |
101,719 |
38,601 |
15,451 |
36,397 |
11,269 |
| Other |
20,799 |
15,020 |
371 |
5,113 |
295 |
| Other financial institutions |
44,470 |
9,988 |
16,039 |
11,474 |
6,969 |
| Non-financial institutions and individual entrepreneurs |
211,437 |
77,227 |
25,485 |
64,123 |
44,602 |
| Construction and property development |
8,594 |
3,029 |
662 |
2,050 |
2,853 |
| Construction of civil works |
10,345 |
5,641 |
1,210 |
1,030 |
2,465 |
| Other purposes |
192,498 |
68,557 |
23,614 |
61,044 |
39,284 |
| Large companies |
136,229 |
42,462 |
23,133 |
40,931 |
29,703 |
| SMEs and individual entrepreneurs |
56,269 |
26,095 |
481 |
20,113 |
9,581 |
| Other households and NPISHs |
141,747 |
89,769 |
2,715 |
40,819 |
8,444 |
| Housing |
95,200 |
73,145 |
1,645 |
18,455 |
1,955 |
| Consumer |
41,799 |
13,431 |
745 |
21,399 |
6,224 |
| Other purposes |
4,749 |
3,193 |
325 |
966 |
265 |
| TOTAL |
673,350 |
276,887 |
95,218 |
195,768 |
105,477 |
(1) The definition of risk for the purpose of this statement includes the following items on the public balance sheet: “Loans and advances to credit institutions”, “Loans and advances”, “Debt securities”, “Equity instruments”, “Other equity securities”, “Derivatives and hedging derivatives”, “Investments in subsidiaries, joint ventures and associates” and “Guarantees given”. The amounts included in this table are net of loss allowances.
This Appendix is part of Note 7.2.7 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX IX. Additional information on risk concentration
a.Sovereign risk exposure
The table below provides a breakdown of exposure to financial assets (excluding derivatives and equity instruments), as of December 31, 2023, 2022 and 2021: by type of counterparty and the country of residence of such counterparty. The below figures do not take into account accumulated other comprehensive income, loss allowances or loan-loss provisions:
|
|
|
|
|
|
|
|
|
|
|
|
| Risk exposure by countries (Millions of Euros) |
|
Sovereign risk |
|
2023 |
2022 ⁽¹⁾ |
2021 |
| Spain |
59,704 |
53,437 |
52,927 |
| Italy |
10,744 |
12,287 |
13,720 |
| Turkey |
9,284 |
9,934 |
5,868 |
| Portugal |
424 |
670 |
697 |
| Germany |
142 |
254 |
212 |
| France |
182 |
148 |
124 |
| Netherlands |
14 |
14 |
3 |
| Romania |
587 |
539 |
461 |
| Rest of Europe |
1,187 |
1,188 |
522 |
| Subtotal Europe |
82,268 |
78,470 |
74,534 |
| Mexico |
48,929 |
36,840 |
34,872 |
| The United States |
5,591 |
4,989 |
1,841 |
| Colombia |
3,540 |
2,657 |
2,676 |
| Peru |
1,526 |
1,108 |
805 |
| Argentina |
1,308 |
1,246 |
850 |
| Venezuela |
— |
— |
— |
| Rest of countries |
1,782 |
3,726 |
5,871 |
| Subtotal rest of countries |
62,676 |
50,566 |
46,915 |
| Total exposure to financial instruments |
144,945 |
129,036 |
121,449 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
The exposure to sovereign risk set out in the above table includes positions held in government debt securities in countries where the Group operates. They are used for ALCO’s management of the interest-rate risk on the balance sheets of the Group’s entities in these countries, as well as for hedging of pension and insurance commitments by insurance entities within the BBVA Group.
The table below provides a breakdown of the exposure of the Group’s credit institutions to sovereign risk as of December 31, 2023 by type of financial instrument and the country of residence of the counterparty, under EBA requirements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sovereign Risk by European Union Countries. December 2023 (Millions of Euros) |
|
Debt securities |
Loans and advances |
Derivatives |
Total |
% |
|
Direct exposure |
Indirect exposure |
|
Notional value |
Fair value + |
Fair value - |
Notional value |
Fair value + |
Fair value - |
| Spain |
33,631 |
12,394 |
213 |
57 |
(14) |
402 |
1,612 |
(1,316) |
46,978 |
40 |
% |
| Italy |
7,513 |
— |
— |
— |
— |
(256) |
1,269 |
(1,014) |
7,512 |
6 |
% |
| Portugal |
(296) |
36 |
792 |
16 |
— |
— |
— |
— |
548 |
— |
% |
| Germany |
(1,045) |
— |
— |
— |
— |
29 |
7 |
(1) |
(1,010) |
(1) |
% |
| France |
(1,317) |
24 |
16 |
— |
(1) |
240 |
239 |
(17) |
(816) |
(1) |
% |
| Netherlands |
10 |
— |
— |
— |
— |
— |
— |
— |
10 |
— |
% |
| Romania |
587 |
— |
— |
— |
— |
— |
— |
— |
587 |
1 |
% |
| Rest of European Union |
361 |
86 |
— |
7 |
(5) |
272 |
263 |
— |
984 |
1 |
% |
| Total Exposure to Sovereign Counterparties (European Union) |
39,444 |
12,539 |
1,021 |
80 |
(20) |
688 |
3,390 |
(2,350) |
54,793 |
47 |
% |
| Mexico |
28,990 |
7,856 |
1,785 |
9 |
(57) |
— |
20 |
(20) |
38,583 |
33 |
% |
| The United States |
5,404 |
— |
13 |
16 |
(4) |
— |
— |
— |
5,430 |
5 |
% |
| Turkey |
8,702 |
496 |
— |
— |
— |
— |
10 |
(10) |
9,197 |
8 |
% |
| Rest of other countries |
5,248 |
2,575 |
— |
— |
— |
335 |
52 |
(54) |
8,156 |
7 |
% |
| Total other countries |
48,344 |
10,927 |
1,797 |
25 |
(61) |
335 |
81 |
(83) |
61,366 |
53 |
% |
| Total |
87,788 |
23,466 |
2,819 |
106 |
(81) |
1,023 |
3,472 |
(2,433) |
116,159 |
100 |
% |
This table shows sovereign risk balances with EBA criteria. Therefore, sovereign risk of European Union countries of the Group’s insurance companies (€9,696 million as of December 31, 2023) is not included. Includes credit derivatives CDS (Credit Default Swaps) shown at fair value.
This Appendix forms part of Note 7.2.8 of the Consolidated Financial Statements for the year 2023.
b.Concentration of risk on activities in the real-estate market in Spain
Quantitative information on activities in the real-estate market in Spain
Lending for real estate development of the loans as of December 31, 2023, 2022 and 2021 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing Allocated by credit institutions to Construction and Real Estate Development and lending for house purchase (Millions of Euros) |
|
Gross amount |
Drawn over the guarantee value |
Accumulated impairment |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
| Financing to construction and real estate development (including land) (Business in Spain) |
2,105 |
1,861 |
2,123 |
482 |
350 |
455 |
(115) |
(157) |
(197) |
| Of which: Impaired assets |
183 |
239 |
336 |
53 |
82 |
132 |
(98) |
(122) |
(142) |
| Memorandum item: |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Write-offs |
2,097 |
2,086 |
2,155 |
|
|
|
|
|
|
| Memorandum item: |
— |
— |
— |
— |
— |
— |
— |
— |
— |
| Total loans and advances to customers, excluding the General Governments (Business in Spain) (book Value) |
168,660 |
172,880 |
168,734 |
|
|
|
|
|
|
| Total consolidated assets (total business) (book value) |
775,558 |
712,092 |
662,885 |
|
|
|
|
|
|
| Impairment and provisions for normal exposures |
(4,752) |
(4,622) |
(4,610) |
|
|
|
|
|
|
The following is a description of the real estate credit risk based on the types of associated guarantees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing allocated by credit institutions to construction and real estate development and lending for house purchase (Millions of Euros) |
|
|
|
|
|
|
|
2023 |
2022 |
2021 |
|
|
|
|
|
| Without secured loan |
|
359 |
232 |
248 |
|
|
|
|
|
| With secured loan |
|
1,746 |
1,629 |
1,875 |
|
|
|
|
|
| Terminated buildings |
|
857 |
898 |
1,172 |
|
|
|
|
|
| Homes |
|
685 |
710 |
936 |
|
|
|
|
|
| Other |
|
172 |
188 |
235 |
|
|
|
|
|
| Buildings under construction |
|
749 |
556 |
517 |
|
|
|
|
|
| Homes |
|
731 |
536 |
509 |
|
|
|
|
|
| Other |
|
18 |
21 |
8 |
|
|
|
|
|
| Land |
|
139 |
175 |
186 |
|
|
|
|
|
| Urbanized land |
|
92 |
119 |
124 |
|
|
|
|
|
| Rest of land |
|
47 |
56 |
62 |
|
|
|
|
|
| Total |
|
2,105 |
1,861 |
2,123 |
|
|
|
|
|
As of December 31, 2023, 2022 and 2021, 40.7%, 48.3% and 55.2%, of loans to developers were guaranteed with buildings (79.9%, 79.1% and 79.9% are homes), and only 6.6%, 9.4%, and 8.8% by land, of which 66.2%, 68.0%, and 66.6% are in urban locations, respectively.
The table below provides the breakdown of the financial guarantees given as of December 31, 2023, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial guarantees given (Millions of Euros) |
|
|
|
2023 |
2022 |
2021 |
|
|
| Houses purchase loans |
|
|
36 |
54 |
56 |
|
|
| Without mortgage |
|
|
3 |
3 |
3 |
|
|
The information on the retail mortgage portfolio risk (housing mortgage) as of December 31, 2023, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing allocated by credit institutions to construction and Real Estate development and lending for house purchase. (Millions of Euros) |
|
Gross amount |
|
Of which: impaired loans |
|
2023 |
|
2022 |
2021 |
|
2023 |
|
2022 |
2021 |
| Houses purchase loans |
71,144 |
|
71,799 |
74,094 |
|
3,267 |
|
2,486 |
2,748 |
| Without mortgage |
1,415 |
|
1,539 |
1,631 |
|
10 |
|
8 |
13 |
| With mortgage |
69,729 |
|
70,260 |
72,463 |
|
3,257 |
|
2,477 |
2,735 |
The loan to value (LTV) ratio of the above portfolio is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LTV breakdown of mortgage to households for the purchase of a home (business in Spain) (Millions of Euros) |
|
Total risk over the amount of the last valuation available (Loan to value-LTV) |
|
Less than or equal to 40% |
Over 40% but less than or equal to 60% |
Over 60% but less than or equal to 80% |
Over 80% but less than or equal to 100% |
Over 100% |
Total |
| Gross amount December 31, 2023 |
17,201 |
20,302 |
22,850 |
5,856 |
3,519 |
69,729 |
| Of which: Impaired loans |
307 |
464 |
642 |
617 |
1,227 |
3,257 |
| Gross amount December 31, 2022 |
16,981 |
20,060 |
22,255 |
6,794 |
4,171 |
70,260 |
| Of which: Impaired loans |
248 |
341 |
438 |
450 |
999 |
2,477 |
| Gross amount December 31, 2021 |
15,189 |
18,107 |
22,782 |
9,935 |
6,449 |
72,463 |
| Of which: Impaired loans |
216 |
327 |
462 |
483 |
1,246 |
2,735 |
Outstanding home mortgage loans as of December 31, 2023, 2022 and 2021 had an average LTV of 42%, 43% and 46% respectively.
The breakdown of foreclosed, acquired, purchased or exchanged assets from debt from loans relating to business in Spain, as well as the holdings and financing to non-consolidated entities holding such assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Information about Assets Received in Payment of Debts (Business in Spain) (Millions of euros) |
|
Gross Value ⁽¹⁾ ⁽²⁾ |
Provisions |
Of which: Valuation adjustments on impaired assets, from the time of foreclosure |
Carrying amount |
|
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
2023 |
2022 |
2021 |
| Real estate assets from loans to the construction and real estate development sectors in Spain |
398 |
539 |
654 |
(307) |
(389) |
(407) |
(183) |
(229) |
(214) |
92 |
150 |
247 |
| Terminated buildings |
72 |
125 |
196 |
(44) |
(72) |
(94) |
(24) |
(38) |
(44) |
28 |
54 |
102 |
| Homes |
31 |
49 |
87 |
(16) |
(25) |
(39) |
(7) |
(11) |
(17) |
15 |
24 |
48 |
| Other |
41 |
76 |
109 |
(28) |
(47) |
(55) |
(17) |
(27) |
(27) |
13 |
30 |
54 |
| Buildings under construction |
8 |
21 |
23 |
(7) |
(16) |
(17) |
(2) |
(8) |
(6) |
1 |
5 |
6 |
| Homes |
7 |
20 |
22 |
(6) |
(15) |
(16) |
(2) |
(7) |
(6) |
1 |
5 |
6 |
| Other |
1 |
1 |
1 |
(1) |
(1) |
(1) |
(1) |
— |
— |
— |
— |
— |
| Land |
318 |
393 |
435 |
(256) |
(302) |
(296) |
(156) |
(183) |
(164) |
62 |
91 |
139 |
| Urbanized land |
299 |
366 |
406 |
(242) |
(285) |
(281) |
(145) |
(170) |
(153) |
57 |
81 |
125 |
| Rest of land |
19 |
27 |
29 |
(14) |
(17) |
(15) |
(11) |
(12) |
(11) |
5 |
10 |
14 |
| Real estate assets from mortgage financing for households for the purchase of a home |
544 |
736 |
970 |
(299) |
(410) |
(520) |
(99) |
(134) |
(154) |
245 |
327 |
450 |
| Rest of foreclosed real estate assets |
364 |
449 |
494 |
(231) |
(270) |
(264) |
(76) |
(80) |
(62) |
133 |
179 |
230 |
| Equity instruments, investments and financing to non-consolidated companies holding said assets ⁽³⁾ |
— |
656 |
708 |
— |
(397) |
(449) |
— |
(358) |
(410) |
— |
259 |
259 |
| Total |
1,306 |
2,381 |
2,826 |
(837) |
(1,466) |
(1,640) |
(358) |
(801) |
(840) |
469 |
915 |
1,186 |
(1) Represents original loan value at the time of foreclosure.
(2) The value of real estate assets foreclosed or received in payment of debts should be initially recognized at the lower of the carrying amount of the financial assets and the fair
value at the time of foreclosure less estimated sales costs. The gross value of the assets acquired in payment of debts is € 827 million and € 1,716 million as of December 31, 2023 and December 31, 2022, respectively.
(3) In 2023 stake in Metrovacesa, S.A. is excluded. Given its corporate purpose and the transformation and turnover of its assets, the assets of Metrovacesa, S.A. are not considered to come from foreclosures.
As of December 31, 2023, 2022 and 2021, the gross book value of the Group’s real-estate assets from corporate financing of real-estate construction and development was €398, €539 and €654 million, respectively, with an average coverage ratio of 77.0%, 72.2% and 62.2%, respectively.
The gross book value of real-estate assets from mortgage lending to households for home purchase as of December 31, 2023, 2022 and 2021, amounted to €544, €736 and €970 million, respectively, with an average coverage ratio of 55.0%, 55.6% and 53.6%.
As of December 31, 2023, 2022 and 2021, the gross book value of the BBVA Group’s total real-estate assets (business in Spain), including other real-estate assets received as debt payment, was €1,306, €1,725 and €2,118 million, respectively. The coverage ratio was 64.1%, 62.0% and 56.2%, respectively.
This Appendix is part of Note 7 of the consolidated financial statements for the year ended December 31, 2023.
c.Concentration of risk by geographical areas
Below is a breakdown of the balances of financial instruments registered in the consolidated balance sheets by their concentration in geographical areas and according to the residence of the customer or counterparty. As of December 31, 2023, 2022 and 2021 it does not take into account loss allowances or loan-loss provisions:
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risks by geographical areas. December 2023 (Millions of Euros) |
|
|
Spain |
Rest of Europe |
Mexico |
The United States |
Turkey |
South America |
Rest of business |
Total |
| Derivatives |
3,688 |
17,106 |
2,017 |
7,487 |
51 |
2,956 |
987 |
34,293 |
Equity instruments (1) |
1,424 |
2,999 |
6,418 |
2,399 |
76 |
206 |
246 |
13,768 |
| Debt securities ⁽²⁾ |
49,620 |
19,547 |
43,825 |
9,103 |
8,932 |
7,071 |
2,502 |
140,600 |
| Central banks |
— |
15 |
— |
— |
— |
1,179 |
80 |
1,274 |
| General governments |
46,667 |
12,359 |
40,982 |
5,584 |
8,789 |
4,647 |
967 |
119,995 |
| Credit institutions |
2,154 |
3,017 |
1,914 |
123 |
16 |
323 |
459 |
8,005 |
| Other financial corporations |
442 |
2,065 |
334 |
1,223 |
2 |
680 |
222 |
4,967 |
| Non-financial corporations |
357 |
2,091 |
596 |
2,173 |
125 |
242 |
773 |
6,357 |
| Loans and advances |
176,482 |
92,253 |
98,561 |
12,957 |
41,619 |
52,131 |
13,488 |
487,491 |
| Central banks |
201 |
2,199 |
— |
— |
5,316 |
1,590 |
680 |
9,985 |
| General governments |
12,394 |
145 |
7,856 |
— |
496 |
2,082 |
492 |
23,466 |
| Credit institutions |
7,141 |
53,077 |
5,759 |
636 |
1,428 |
2,391 |
3,691 |
74,122 |
| Other financial corporations |
2,961 |
15,190 |
2,529 |
1,690 |
1,264 |
1,891 |
724 |
26,250 |
| Non-financial corporations |
59,083 |
18,905 |
38,001 |
10,604 |
19,591 |
22,542 |
7,820 |
176,546 |
| Households |
94,703 |
2,737 |
44,415 |
27 |
13,525 |
21,634 |
81 |
177,121 |
| Total risk in financial assets |
231,214 |
131,905 |
150,821 |
31,948 |
50,678 |
62,364 |
17,223 |
676,153 |
| Loan commitments given |
34,931 |
42,914 |
24,811 |
17,773 |
20,883 |
9,600 |
1,956 |
152,868 |
| Financial guarantees given |
2,694 |
5,542 |
69 |
2,338 |
6,587 |
991 |
618 |
18,839 |
| Other commitments given |
17,187 |
8,191 |
2,812 |
3,135 |
5,057 |
2,991 |
3,205 |
42,577 |
| Off-balance sheet exposures |
54,812 |
56,646 |
27,691 |
23,245 |
32,527 |
13,581 |
5,780 |
214,283 |
| Total risks in financial instruments |
286,026 |
188,551 |
178,512 |
55,193 |
83,205 |
75,946 |
23,002 |
890,436 |
(1) Equity instruments are shown net of valuation adjustment.
(2) The debt securities of the "Financial assets at fair value through other comprehensive income" portfolio do not include gains/losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risks by geographical areas. December 2022 ⁽¹⁾ (Millions of Euros) |
|
|
|
|
Spain |
Rest of Europe |
Mexico |
The United States |
Turkey |
South America |
Rest of business |
Total |
| Derivatives |
5,222 |
20,494 |
1,824 |
7,679 |
128 |
3,493 |
1,068 |
39,908 |
Equity instruments (2) |
1,342 |
3,068 |
5,012 |
2,026 |
145 |
225 |
294 |
12,113 |
| Debt securities ⁽³⁾ |
43,274 |
20,373 |
34,083 |
8,102 |
8,722 |
8,395 |
4,802 |
127,750 |
| Central banks |
— |
16 |
— |
— |
— |
3,843 |
89 |
3,948 |
| General governments |
41,324 |
13,869 |
31,713 |
5,229 |
8,700 |
3,460 |
3,041 |
107,336 |
| Credit institutions |
1,162 |
2,470 |
1,351 |
117 |
14 |
268 |
443 |
5,824 |
| Other financial corporations |
434 |
1,712 |
304 |
1,032 |
3 |
567 |
215 |
4,266 |
| Non-financial corporations |
354 |
2,306 |
715 |
1,724 |
5 |
257 |
1,015 |
6,375 |
| Loans and advances |
176,153 |
65,763 |
77,317 |
12,508 |
42,080 |
46,362 |
11,157 |
431,340 |
| Central banks |
713 |
1,060 |
— |
— |
3,898 |
370 |
10 |
6,051 |
| General governments |
11,500 |
269 |
6,301 |
— |
585 |
1,771 |
495 |
20,922 |
| Credit institutions |
5,184 |
27,591 |
2,546 |
336 |
2,457 |
1,974 |
1,235 |
41,323 |
| Other financial corporations |
3,688 |
16,662 |
1,315 |
1,814 |
1,206 |
1,415 |
1,307 |
27,407 |
| Non-financial corporations |
60,459 |
17,290 |
32,294 |
10,325 |
21,678 |
21,559 |
8,008 |
171,613 |
| Households |
94,609 |
2,890 |
34,861 |
34 |
12,255 |
19,273 |
101 |
164,023 |
| Total risk in financial assets |
225,990 |
109,698 |
118,236 |
30,316 |
51,074 |
58,475 |
17,322 |
611,111 |
| Loan commitments given |
35,649 |
42,532 |
20,479 |
14,849 |
10,628 |
10,996 |
1,788 |
136,920 |
| Financial guarantees given |
3,020 |
4,372 |
7 |
1,397 |
6,169 |
1,011 |
536 |
16,511 |
| Other commitments given |
15,626 |
8,008 |
2,723 |
2,536 |
4,278 |
3,207 |
2,758 |
39,137 |
| Off-balance sheet exposures |
54,294 |
54,912 |
23,209 |
18,783 |
21,074 |
15,213 |
5,082 |
192,568 |
| Total risks in financial instruments |
280,285 |
164,610 |
141,445 |
49,098 |
72,149 |
73,689 |
22,403 |
803,678 |
(1) Balances corresponding to 2022 have been restated according to IFRS 17 (see Notes 1.3 and 2.3).
(2) Equity instruments are shown net of valuation adjustment.
(3) The debt securities of the "Financial assets at fair value through other comprehensive income" portfolio do not include gains/losses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Risks by geographical areas. December 2021 (Millions of Euros) |
|
|
|
|
Spain |
Rest of Europe |
Mexico |
The United States |
Turkey |
South America |
Rest of business |
Total |
| Derivatives |
4,145 |
15,783 |
1,511 |
4,706 |
945 |
3,248 |
594 |
30,933 |
Equity instruments (1) |
3,682 |
12,510 |
3,885 |
1,273 |
80 |
206 |
951 |
22,587 |
| Debt securities |
43,336 |
22,288 |
32,042 |
4,418 |
5,677 |
6,237 |
6,993 |
120,990 |
| Central banks |
— |
15 |
— |
— |
— |
2,527 |
106 |
2,648 |
| General governments |
40,653 |
15,608 |
29,771 |
1,839 |
5,669 |
2,813 |
5,156 |
101,508 |
| Credit institutions |
1,401 |
2,341 |
1,213 |
142 |
8 |
275 |
480 |
5,860 |
| Other financial corporations |
619 |
1,878 |
270 |
903 |
1 |
402 |
132 |
4,203 |
| Non-financial corporations |
662 |
2,447 |
788 |
1,535 |
— |
220 |
1,118 |
6,770 |
| Loans and advances |
177,851 |
64,238 |
60,208 |
9,319 |
36,743 |
42,182 |
9,984 |
400,525 |
| Central banks |
865 |
2,832 |
— |
— |
3,991 |
1,442 |
24 |
9,154 |
| General governments |
12,542 |
256 |
5,102 |
— |
236 |
1,733 |
490 |
20,359 |
| Credit institutions |
7,360 |
29,901 |
1,452 |
361 |
2,695 |
1,221 |
2,247 |
45,238 |
| Other financial corporations |
4,583 |
14,183 |
985 |
1,521 |
954 |
1,165 |
851 |
24,242 |
| Non-financial corporations |
56,643 |
13,993 |
24,930 |
7,403 |
19,500 |
19,024 |
6,250 |
147,743 |
| Households |
95,857 |
3,072 |
27,740 |
35 |
9,368 |
17,596 |
122 |
153,789 |
| Total risk in financial assets |
229,013 |
114,819 |
97,647 |
19,718 |
43,445 |
51,873 |
18,521 |
575,035 |
| Loan commitments given |
35,604 |
37,313 |
17,662 |
13,239 |
6,359 |
7,926 |
1,516 |
119,618 |
| Financial guarantees given |
2,426 |
3,363 |
16 |
451 |
4,163 |
993 |
308 |
11,720 |
| Other commitments given |
14,516 |
6,995 |
2,127 |
2,070 |
3,529 |
2,402 |
2,965 |
34,604 |
| Off-balance sheet exposures |
52,546 |
47,671 |
19,805 |
15,760 |
14,050 |
11,321 |
4,789 |
165,941 |
| Total risks in financial instruments |
281,559 |
162,489 |
117,451 |
35,477 |
57,496 |
63,194 |
23,309 |
740,976 |
(1) Equity instruments are shown net of valuation adjustment.
The breakdown of the main figures in the most significant foreign currencies in the consolidated balance sheets is set forth in Appendix VII.
The breakdown of loans and advances in the heading of “Loans and advances”, impaired by geographical area as December 31, 2023, 2022 and 2021.
|
|
|
|
|
|
|
|
|
|
|
|
| Impaired financial assets by geographical areas (Millions of Euros) |
|
|
|
|
2023 |
2022 |
2021 |
| Spain |
8,068 |
7,468 |
8,143 |
| Rest of Europe |
99 |
93 |
104 |
| Mexico |
2,472 |
1,939 |
1,921 |
| South America |
2,176 |
1,721 |
1,744 |
| Turkey |
1,631 |
2,272 |
2,746 |
| Rest of business |
— |
— |
— |
| IMPAIRED RISKS |
14,446 |
13,493 |
14,657 |
This Appendix is part of Note 7.2.8 of the consolidated financial statements for the year ended December 31, 2023.
APPENDIX X. Condensed consolidated balance sheets at the IFRS 17 transition date and effective date and condensed consolidated income statement for the year ended December 31, 2022
Condensed consolidated balance sheet at the IFRS 17 transition date
|
|
|
|
|
|
|
|
|
|
|
|
| ASSETS (Millions of Euros) |
|
|
|
|
December 31, 2021 disclosed |
IFRS 17 Impact |
Opening balance as of January 1, 2022 |
| Cash, cash balances at central banks and other demand deposits |
67,799 |
— |
67,799 |
| Financial assets held for trading |
123,493 |
— |
123,493 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
6,086 |
— |
6,086 |
| Financial assets designated at fair value through profit or loss |
1,092 |
— |
1,092 |
| Financial assets at fair value through other comprehensive income |
60,421 |
5,812 |
66,233 |
| Financial assets at amortized cost |
372,676 |
(6,054) |
366,622 |
| Derivatives - hedge accounting |
1,805 |
— |
1,805 |
| Fair value changes of the hedged items in portfolio hedges of interest rate risk |
5 |
— |
5 |
| Joint ventures and associates |
900 |
— |
900 |
| Insurance and reinsurance assets |
269 |
(45) |
224 |
| Tangible assets |
7,298 |
— |
7,298 |
| Intangible assets |
2,197 |
— |
2,197 |
| Tax assets |
15,850 |
251 |
16,101 |
| Other assets |
1,934 |
(24) |
1,910 |
| Non-current assets and disposal groups classified as held for sale |
1,061 |
— |
1,061 |
| TOTAL ASSETS |
662,885 |
(60) |
662,825 |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY (Millions of Euros) |
|
|
|
|
December 31, 2021 disclosed |
IFRS 17 Impact |
Opening balance as of January 1, 2022 |
| Financial liabilities held for trading |
91,135 |
— |
91,135 |
| Financial liabilities designated at fair value through profit or loss |
9,683 |
— |
9,683 |
| Financial liabilities at amortized cost |
487,893 |
592 |
488,485 |
| Derivatives - hedge accounting |
2,626 |
— |
2,626 |
| Liabilities under insurance and reinsurance contracts |
10,865 |
(893) |
9,972 |
| Provisions |
5,889 |
— |
5,889 |
| Tax liabilities |
2,413 |
228 |
2,641 |
| Other liabilities |
3,621 |
25 |
3,646 |
| Liabilities included in disposal groups classified as held for sale |
— |
— |
— |
| TOTAL LIABILITIES |
614,125 |
(48) |
614,077 |
|
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ FUNDS |
60,383 |
178 |
60,562 |
| Capital |
3,267 |
— |
3,267 |
| Share premium |
23,599 |
— |
23,599 |
| Other equity |
60 |
— |
60 |
| Retained earnings |
31,841 |
178 |
32,019 |
| Other reserves |
(1,857) |
— |
(1,857) |
| Less: Treasury shares |
(647) |
— |
(647) |
| Profit or loss attributable to owners of the parent |
4,653 |
— |
4,653 |
| Less: Interim dividends |
(532) |
— |
(532) |
| ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
(16,476) |
(186) |
(16,662) |
| MINORITY INTERESTS (NON-CONTROLLING INTERESTS) |
4,853 |
(5) |
4,848 |
| TOTAL EQUITY |
48,760 |
(12) |
48,748 |
| TOTAL EQUITY AND TOTAL LIABILITIES |
662,885 |
(60) |
662,825 |
Condensed consolidated income statements for the year ended December 31, 2022
|
|
|
|
|
|
|
|
|
|
|
|
| INCOME STATEMENTS (Millions of Euros) |
|
December 31, 2022 disclosed |
IFRS 17 Impact |
December 31,
2022 restated
|
|
|
|
|
|
|
|
|
| NET INTEREST INCOME |
19,153 |
(30) |
19,124 |
| Dividend income |
123 |
— |
123 |
| Share of profit or loss of entities accounted for using the equity method |
21 |
— |
21 |
| Fee and commission income |
8,261 |
— |
8,260 |
| Fee and commission expense |
(2,907) |
19 |
(2,888) |
| Net trading income and exchange difference, net |
1,938 |
— |
1,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income and expense |
(2,910) |
— |
(2,910) |
|
|
|
|
|
|
|
|
| Income from insurance and reinsurance contracts |
3,103 |
(481) |
2,622 |
| Expense from insurance and reinsurance contracts |
(1,892) |
345 |
(1,547) |
| GROSS INCOME |
24,890 |
(147) |
24,743 |
| Administration costs |
(9,432) |
59 |
(9,373) |
| Depreciation and amortization |
(1,328) |
— |
(1,328) |
| Provisions or reversal of provisions |
(291) |
— |
(291) |
| Impairment or reversal of impairment on financial assets not measured at fair value through profit or loss or net gains by modification |
(3,379) |
— |
(3,379) |
| NET OPERATING INCOME |
10,460 |
(88) |
10,372 |
| Impairment or reversal of impairment of investments in joint ventures and associates |
42 |
— |
42 |
| Impairment or reversal of impairment on non-financial assets |
(27) |
— |
(27) |
| Gains (losses) on derecognition of non-financial assets and subsidiaries, net |
(11) |
— |
(11) |
| Gains (losses) from non-current assets and disposal groups classified as held for sale not qualifying as discontinued operations |
(108) |
— |
(108) |
| PROFIT (LOSS) BEFORE TAX FROM CONTINUING OPERATIONS |
10,356 |
(88) |
10,268 |
| Tax expense or income related to profit or loss from continuing operations |
(3,529) |
24 |
(3,505) |
| PROFIT (LOSS) AFTER TAX FROM CONTINUING OPERATIONS |
6,827 |
(64) |
6,763 |
| Profit (loss) after tax from discontinued operations |
— |
— |
— |
| PROFIT (LOSS) |
6,827 |
(64) |
6,763 |
| ATTRIBUTABLE TO MINORITY INTERESTS (NON-CONTROLLING INTERESTS) |
407 |
(2) |
405 |
| ATTRIBUTABLE TO OWNERS OF THE PARENT |
6,420 |
(62) |
6,358 |
Condensed consolidated balance sheet at the IFRS 17 effective date
|
|
|
|
|
|
|
|
|
|
|
|
| ASSETS (Millions of Euros) |
|
|
|
|
December 31, 2022 disclosed |
IFRS 17 Impact |
December 31, 2022 restated |
| Cash, cash balances at central banks and other demand deposits |
79,756 |
— |
79,756 |
| Financial assets held for trading |
110,671 |
— |
110,671 |
| Non-trading financial assets mandatorily at fair value through profit or loss |
6,888 |
— |
6,888 |
| Financial assets designated at fair value through profit or loss |
913 |
— |
913 |
| Financial assets at fair value through other comprehensive income |
58,980 |
6,395 |
65,374 |
| Financial assets at amortized cost |
422,061 |
(7,639) |
414,421 |
| Derivatives - hedge accounting |
1,891 |
— |
1,891 |
| Fair value changes of the hedged items in portfolio hedges of interest rate risk |
(148) |
— |
(148) |
| Joint ventures and associates |
916 |
— |
916 |
| Insurance and reinsurance assets |
210 |
(27) |
183 |
| Tangible assets |
8,737 |
— |
8,737 |
| Intangible assets |
2,156 |
— |
2,156 |
| Tax assets |
16,472 |
253 |
16,725 |
| Other assets |
2,614 |
(29) |
2,586 |
| Non-current assets and disposal groups classified as held for sale |
1,022 |
— |
1,022 |
| TOTAL ASSETS |
713,140 |
(1,048) |
712,092 |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY (Millions of Euros) |
|
|
|
|
December 31, 2022 disclosed |
IFRS 17 Impact |
December 31, 2022 restated |
| Financial liabilities held for trading |
95,611 |
— |
95,611 |
| Financial liabilities designated at fair value through profit or loss |
10,580 |
— |
10,580 |
| Financial liabilities at amortized cost |
528,629 |
543 |
529,172 |
| Derivatives - hedge accounting |
3,303 |
— |
3,303 |
| Liabilities under insurance and reinsurance contracts |
11,848 |
(1,717) |
10,131 |
| Provisions |
4,933 |
— |
4,933 |
| Tax liabilities |
2,742 |
194 |
2,935 |
| Other liabilities |
4,880 |
29 |
4,909 |
| Liabilities included in disposal groups classified as held for sale |
— |
— |
— |
| TOTAL LIABILITIES |
662,526 |
(950) |
661,575 |
|
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ FUNDS |
64,422 |
113 |
64,535 |
| Capital |
2,955 |
— |
2,955 |
| Share premium |
20,856 |
— |
20,856 |
| Other equity |
63 |
— |
63 |
| Retained earnings |
32,536 |
175 |
32,711 |
| Other reserves |
2,345 |
— |
2,345 |
| Less: Treasury shares |
(29) |
— |
(29) |
| Profit or loss attributable to owners of the parent |
6,420 |
(62) |
6,358 |
| Less: Interim dividends |
(722) |
— |
(722) |
| ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
(17,432) |
(210) |
(17,642) |
| MINORITY INTERESTS (NON-CONTROLLING INTERESTS) |
3,624 |
(1) |
3,623 |
| TOTAL EQUITY |
50,615 |
(98) |
50,517 |
| TOTAL EQUITY AND TOTAL LIABILITIES |
713,140 |
(1,048) |
712,092 |
Effect on redesignations of assets as of January 1, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect on redesignations of assets (Millions of Euros) |
|
December 31, 2021 |
Of which portfolio redesignations |
Of which gains / losses |
Opening balance as of January 1, 2022 |
| Financial assets at amortized cost |
372,676 |
(5,549) |
— |
366,622 |
| Of which debt securities |
34,781 |
(5,549) |
— |
29,231 |
| Financial assets at fair value through other comprehensive income |
60,421 |
5,549 |
152 |
66,233 |
| Of which debt securities |
59,074 |
5,549 |
152 |
64,774 |
| Deferred tax assets/liabilities |
|
|
(46) |
|
| Accumulated other comprehensive income (loss) |
|
|
106 |
|
Glossary
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| Additional Tier 1 Capital |
Includes: Preferred stock and convertible perpetual securities and deductions. |
| Amortized cost |
The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus, the cumulative amortization using the effective interest rate method of any difference between the initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance. |
| Associates |
Companies in which the Group has a significant influence, without having control. Significant influence is deemed to exist when the Group owns 20% or more of the voting rights of an investee directly or indirectly. |
| Baseline macroeconomic scenarios |
IFRS 9 requires that an entity must evaluate a range of possible outcomes when estimating provisions and measuring expected credit losses, through macroeconomic scenarios. The baseline macroeconomic scenario presents the situation of the particular economic cycle. |
| Basic earnings per share |
Calculated by dividing “Profit attributable to Parent Company” corresponding to ordinary shareholders of the entity by the weighted average number of shares outstanding throughout the year (i.e., excluding the average number of treasury shares held over the year). |
| Basis risk |
Risk arising from hedging exposure to one interest rate with exposure to a rate that reprices under slightly different conditions. |
| Building Block Approach (BBA) |
This is one of the three measurement models for the valuation of insurance and reinsurance contracts. This model is used by default and it applies to contracts with coverage periods of more than one year and not classified as contracts with direct participation, being mandatory except when the conditions to apply the other two methods are met: Variable Fee Approach or Premium Allocation Approach. |
| Business combination |
A business combination is a transaction, or any other event, through which a single entity obtains the control of one or more businesses. |
| Business Model |
The assessment as to how an asset shall be classified is made on the basis of both the business model for managing the financial asset and the contractual cash flow characteristic of the financial asset (SPPI Criterion). Financial assets are classified on the basis of its business model for managing the financial assets. The Group’s business models shall be determined at a level that reflects how groups of financial assets are managed together to achieve a particular business objective and generate cash flows. |
| Cash flow hedges |
Those that hedge the exposure to variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and could affect profit or loss. |
| Commissions |
Income and expenses relating to commissions and similar fees are recognized in the income statement using criteria that vary according to their nature. The most significant income and expense items in this connection are:
· Fees and commissions relating linked to financial assets and liabilities measured at fair value through profit or loss, which are recognized when collected.
· Fees and commissions arising from transactions or services that are provided over a period of time, which are recognized over the life of these transactions or services.
· Fees and commissions generated by a single act are accrued upon execution of that act. |
| Consolidation method |
Method used for the consolidation of the accounts of the Group’s subsidiaries. The assets and liabilities of the Group entities are incorporated line-by-line on the consolidate balance sheets, after conciliation and the elimination in full of intragroup balances, including amounts payable and receivable. Group entity income statement income and expense headings are similarly combined line by line into the consolidated income statement, having made the following consolidation eliminations: a) income and expenses in respect of intragroup transactions are eliminated in full. b) profits and losses resulting from intragroup transactions are similarly eliminated. The carrying amount of the parent's investment and the parent's share of equity in each subsidiary are eliminated. |
| Contingencies |
Current obligations of the entity arising as a result of past events whose existence depends on the occurrence or non-occurrence of one or more future events independent of the will of the entity. |
Contingent
commitments |
Possible obligations of the entity that arise from past events and whose existence depends on the occurrence or non-occurrence of one or more future events independent of the entity’s will and that could lead to the recognition of financial assets. |
| Control |
An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. An investor controls an investee if and only if the investor has all the following:
a.Power; An investor has power over an investee when the investor has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the investee’s returns.
b.Returns; An investor is exposed, or has rights, to variable returns from its involvement with the investee when the investor’s returns from its involvement have the potential to vary as a result of the investee’s performance. The investor’s returns can be only positive, only negative or both positive and negative.
c. Link between power and returns; An investor controls an investee if the investor not only has power over the investee and exposure or rights to variable returns from its involvement with the investee, but also has the ability to use its power to affect the investor’s returns from its involvement with the investee.
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| Correlation risk |
Correlation risk is related to derivatives whose final value depends on the performance of more than one underlying asset (primarily, stock baskets) and indicates the existing variability in the correlations between each pair of assets. |
| Credit Valuation Adjustment (CVA) |
An adjustment to the valuation of OTC derivative contracts to reflect the creditworthiness of OTC derivative counterparties. |
| Current service cost |
Current service cost is the increase in the present value of a defined benefit obligation resulting from employee service in the current period. |
| Current tax assets |
Taxes recoverable over the next twelve months. |
| Current tax liabilities |
Corporate income tax payable on taxable profit for the year and other taxes payable in the next twelve months. |
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| Debit Valuation Adjustment (DVA) |
An adjustment made by an entity to the valuation of OTC derivative liabilities to reflect within fair value the entity’s own credit risk. |
| Debt certificates |
Obligations and other interest-bearing securities that create or evidence a debt on the part of their issuer, including debt securities issued for trading among an open group of investors, that accrue interest, implied or explicit, whose rate, fixed or benchmarked to other rates, is established contractually, and take the form of securities or book-entries, irrespective of the issuer. |
| Default |
An asset will be considered as defaulted whenever it is more than 90 days past due. |
| Deferred tax assets |
Taxes recoverable in future years, including loss carry forwards or tax credits for deductions and tax rebates pending application. |
| Deferred tax liabilities |
Income taxes payable in subsequent years. |
| Defined benefit plans |
Post-employment obligation under which the entity, directly or indirectly via the plan, retains the contractual or implicit obligation to pay remuneration directly to employees when required or to pay additional amounts if the insurer, or other entity required to pay, does not cover all the benefits relating to the services rendered by the employees when insurance policies do not cover all of the corresponding post-employees benefits. |
| Defined contribution plans |
Defined contribution plans are retirement benefit plans under which amounts to be paid as retirement benefits are determined by contributions to a fund together with investment earnings thereon. The employer's obligations in respect of its employees current and prior years' employment service are discharged by contributions to the fund. |
| Deposits from central banks |
Deposits of all classes, including loans and money market operations, received from the Bank of Spain and other central banks. |
| Deposits from credit institutions |
Deposits of all classes, including loans and money market operations received, from credit entities. |
| Deposits from customers |
Redeemable cash balances received by the entity, with the exception of debt certificates, money market operations through counterparties and subordinated liabilities, which are not received from either central banks or credit entities. This category also includes cash deposits and consignments received that can be readily withdrawn. |
| Derivatives |
The fair value in favor (assets) or again (liabilities) of the entity of derivatives not designated as accounting hedges. |
| Derivatives - Hedging derivatives |
Derivatives designated as hedging instruments in an accounting hedge. The fair value or future cash flows of those derivatives is expected to offset the differences in the fair value or cash flows of the items hedged. |
| Diluted earnings per share |
Calculated by using a method similar to that used to calculate basic earnings per share; the weighted average number of shares outstanding, and the profit attributable to the parent company corresponding to ordinary shareholders of the entity, if appropriate, is adjusted to take into account the potential dilutive effect of certain financial instruments that could generate the issue of new Bank shares (share option commitments with employees, warrants on parent company shares, convertible debt instruments, etc.). |
| Dividends and retributions |
Dividend income collected announced during the year, corresponding to profits generated by investees after the acquisition of the stake. |
| Domestic activity |
Domestic balances are those of BBVA´s Group entities domiciled in Spain, which reflect BBVA´s domestic activities, being the allocation of assets and liabilities based on the domicile of the Group entity at which the relevant asset or liability is accounted for. |
| Early retirements |
Employees that no longer render their services to the entity but which, without being legally retired, remain entitled to make economic claims on the entity until they formally retire. |
| Economic capital |
Methods or practices that allow banks to consistently assess risk and attribute capital to cover the economic effects of risk-taking activities. |
| Effective interest rate (EIR) |
Discount rate that exactly equals the value of a financial instrument with the cash flows estimated over the expected life of the instrument based on its contractual period as well as its anticipated amortization, but without taking the future losses of credit risk into consideration. |
| Employee expenses |
All compensation accrued during the year in respect of personnel on the payroll, under permanent or temporary contracts, irrespective of their jobs or functions, irrespective of the concept, including the current costs of servicing pension plans, own share based compensation schemes and capitalized personnel expenses. Amounts reimbursed by the state Social Security or other welfare entities in respect of employee illness are deducted from personnel expenses. |
| Equity |
The residual interest in an entity's assets after deducting its liabilities. It includes owner or venturer contributions to the entity, at incorporation and subsequently, unless they meet the definition of liabilities, and accumulated net profits or losses, fair value adjustments affecting equity and, if warranted, non-controlling interests. |
| Equity instruments |
An equity instrument that evidences a residual interest in the assets of an entity, that is after deducting all of its liabilities. |
| Equity instruments issued other than capital |
Includes equity instruments that are financial instruments other than “Capital” and “Equity component of compound financial instruments”. |
| Equity Method |
Is a method of accounting whereby the investment is initially recognized at cost and adjusted thereafter for the post-acquisition change in the investor’s share of the investee’s net assets. The investor’s profit or loss includes its share of the investee’s profit or loss and the investor’s other comprehensive income includes its share of the investee’s other comprehensive income. |
| Exchange/translation differences |
Exchange differences: Includes the earnings obtained in currency trading and the differences arising on translating monetary items denominated in foreign currency to the functional currency. Exchange differences (valuation adjustments): those recorded due to the translation of the financial statements in foreign currency to the functional currency of the Group and others recorded against equity. |
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| Expected Credit Loss (ECL) |
Expected credit losses are a probability-weighted estimate of credit losses over the expected life of the financial instrument. Hence, credit losses are the present value of expected cash shortfalls. The measurement and estimate of these expected credit losses should reflect:
1. An unbiased and probability-weighted amount.
2. The time value of money by discounting this amount to the reporting date using a rate that approximates the EIR of the asset, and
3. Reasonable and supportable information that is available without undue cost or effort.
The expected credit losses must be measured as the difference between the asset’s gross carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate or an approximation thereof (forward looking).
|
| Exposure at default |
EAD is the amount of risk exposure at the date of default by the counterparty. |
| Fair value |
The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. |
| Fair value hedges |
Derivatives that hedge the exposure to changes in the fair value of assets and liabilities or firm commitments that have not be recognized, or of an identified portion of said assets, liabilities or firm commitments, attributable to a specific risk, provided it could affect the income statement. |
| Financial Assets at Amortized Cost |
Financial assets that do not meet the definition of financial assets designated at fair value through profit or loss and arise from the financial entities' ordinary activities to capture funds, regardless of their instrumentation or maturity. |
| Financial Assets at fair value through other comprehensive income |
Financial instruments with determined or determinable cash flows and in which the entire payment made by the entity will be recovered, except for reasons attributable to the solvency of the debtor. This category includes both the investments from the typical lending activity as well as debts contracted by the purchasers of goods, or users of services, that form part of the entity’s business. It also includes all finance lease arrangements in which the subsidiaries act as lessors. |
| Financial guarantees |
Contracts that require the issuer to make specified payments to reimburse the holder for a loss it incurs when a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument, irrespective of its instrumentation. These guarantees may take the form of deposits, technical or financial guarantees, insurance contracts or credit derivatives. |
| Financial guarantees given |
Transactions through which the entity guarantees commitments assumed by third parties in respect of financial guarantees granted or other types of contracts. |
| Financial instrument |
A financial instrument is any contract that gives rise to a financial asset of one entity and to a financial liability or equity instrument of another entity. |
| Financial liabilities at amortized cost |
Financial liabilities that do not meet the definition of financial liabilities designated at fair value through profit or loss and arise from the financial entities' ordinary activities to capture funds, regardless of their instrumentation or maturity. |
| Foreign activity |
International balances are those of BBVA´s Group entities domiciled outside of Spain, which reflect our foreign activities, being the allocation of assets and liabilities based on the domicile of the Group entity at which the relevant asset or liability is accounted for. |
| Goodwill |
Goodwill acquired in a business combination represents a payment made by the acquirer in anticipation of future economic benefits from assets that are not able to be individually identified and separately recognized. |
| Hedges of net investments in foreign operations |
Foreign currency hedge of a net investment in a foreign operation. |
| Held for trading (assets and liabilities) |
Financial assets and liabilities acquired or incurred primarily for the purpose of profiting from variations in their prices in the short term.
This category also includes financial derivatives not qualifying for hedge accounting, and in the case of borrowed securities, financial liabilities originated by the firm sale of financial assets acquired under repurchase agreements or received on loan (“short positions”). |
IFRS (International Financial Reporting Standards) |
For the purposes of these Financial Statements, "International Financial Reporting Standards" include International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related interpretations (SIC interpretations/IFRIC interpretations), as may be developed or adopted by the International Accounting Standards Board (IASB, International Accounting Standard Board). |
| Immunized portfolios |
This is considered to be the portfolios on which "cash flow matching" is carried out, that is, balance sheet management with the aim of trying to mitigate the risk derived from the different maturities and interest rates between assets and liabilities. |
| Impaired financial assets |
An asset is credit-impaired according to IFRS 9 if one or more events have occurred and they have a detrimental impact on the estimated future cash flows of the asset. Evidence that a financial asset is credit-impaired includes observable data about the following events:
a.a significant financial difficulty of the issuer or the borrower,
b.a breach of contract (e.g. a default or past due event),
c.a lender having granted a concession to the borrower – for economic or contractual reasons relating to the borrower’s financial difficulty – that the lender would not otherwise consider,
d.it becoming probable that the borrower will enter bankruptcy or other financial reorganization,
e.the disappearance of an active market for that financial asset because of financial difficulties, or
f.the purchase or origination of a financial asset at a deep discount that reflects the incurred credit losses.
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| Income from equity instruments |
Dividends and income on equity instruments collected or announced during the year corresponding to profits generated by investees after the ownership interest is acquired. Income is recognized gross, i.e., without deducting any withholdings made, if any. |
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| Inside Information |
Type of filing with the CNMV communicating information which by its nature may affect the price of one or more securities, or the market as a whole, and which has not yet been the subject of publicity or dissemination. |
| Insurance contracts linked to pensions |
The fair value of insurance contracts written to cover pension commitments. |
| Inventories |
Assets, other than financial instruments, under production, construction or development, held for sale during the normal course of business, or to be consumed in the production process or during the rendering of services. Inventories include land and other properties held for sale at the real estate development business. |
| Investment properties |
Investment property is property (land or a building—or part of a building—or both) held (by the owner or by the lessee under a finance lease) to earn rentals or for capital appreciation or both, rather than for own use or sale in the ordinary course of business. |
| Joint arrangement |
An arrangement of which two or more parties have joint control. |
| Joint control |
The contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. |
| Joint operation |
A joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets of the arrangement and obligations for the liabilities. A joint venturer shall recognize the following for its participation in a joint operation:
a.its assets, including any share of the assets of joint ownership;
b.its liabilities, including any share of the liabilities incurred jointly;
c.income from the sale of its share of production from the joint venture;
d.its share of the proceeds from the sale of production from the joint venturer; and
e.its expenses, including any share of the joint expenses. A joint venturer shall account for the assets, liabilities, income and expenses related to its participation in a joint operation in accordance with IFRS applicable to the assets, liabilities, income and expenses specific question.
|
| Joint venture |
A joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venturer shall recognize its interest in a joint venture as an investment and shall account for that investment using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. |
| Leases |
A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments the right to use an asset for an agreed period of time, a stream of cash flows that is essentially equivalent to the combination of principal and interest payments under a loan agreement. a) A lease is classified as a finance lease when it substantially transfers all the risks and rewards incidental to ownership of the asset forming the subject-matter of the contract. b) A lease will be classified as operating lease when it is not a financial lease. |
| Lease liability |
Lease that represents the lessee’s obligation to make lease payments during the lease term. |
| Liabilities included in disposal groups classified as held for sale |
The balance of liabilities directly associated with assets classified as non-current assets held for sale, including those recognized under liabilities in the entity's balance sheet at the balance sheet date corresponding to discontinued operations. |
| Liabilities under insurance contracts |
The technical reserves of direct insurance and inward reinsurance recorded by the entities to cover claims arising from insurance contracts in force at period-end. |
| Loans and advances to customers |
Loans and receivables, irrespective of their type, granted to third parties that are not credit entities. |
| Loss given default (LGD) |
It is the estimate of the loss arising in the event of default. It depends mainly on the characteristics of the counterparty, and the valuation of the guarantees or collateral associated with the asset. |
| Mortgage-covered bonds |
Financial asset or security created from mortgage loans and backed by the guarantee of the mortgage loan portfolio of the entity. |
| Non Performing Loans (NPL) |
The balance of non performing risks, whether for reasons of default by customers or for other reasons, for exposures on balance loans to customers. This figure is shown gross: in other words, it is not adjusted for value corrections (loan loss reserves) made. |
| Non-controlling interests |
The net amount of the profit or loss and net assets of a subsidiary attributable to associates outside the group (that is, the amount that is not owned, directly or indirectly, by the parent), including that amount in the corresponding part of the earnings for the period. |
| Non-current assets and disposal groups held for sale |
A non-current asset or disposal group, whose carrying amount is expected to be realized through a sale transaction, rather than through continuing use, and which meets the following requirements:
a.it is immediately available for sale in its present condition at the balance sheet date, i.e. only normal procedures are required for the sale of the asset.
b.the sale is considered highly probable.
|
| Non-monetary assets |
Assets and liabilities that do not provide any right to receive or deliver a determined or determinable amount of monetary units, such as tangible and intangible assets, goodwill and ordinary shares subordinate to all other classes of capital instruments. |
Non-trading financial assets mandatorily at fair value through
Profit or loss |
The financial assets registered under this heading are assigned to a business model whose objective is achieved by obtaining contractual cash flows and / or selling financial assets but which the contractual cash flows have not complied with the SPPI test conditions. |
| Option risk |
Risks arising from options, including embedded options. |
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| Other financial assets/liabilities at fair value through profit or loss |
Instruments designated by the entity from the inception at fair value with changes in profit or loss. An entity may only designate a financial instrument at fair value through profit or loss, if doing so more relevant information is obtained, because:
a.It eliminates or significantly reduces a measurement or recognition inconsistency (sometimes called "accounting mismatch") that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. It might be acceptable to designate only some of a number of similar financial assets or financial liabilities if doing so a significant reduction (and possibly a greater reduction than other allowable designations) in the inconsistency is achieved.
b.The performance of a group of financial assets or financial liabilities is managed and evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the entity´s key management personnel. These are financial assets managed jointly with “Liabilities under insurance and reinsurance contracts” measured at fair value, in combination with derivatives written with a view to significantly mitigating exposure to changes in these contracts' fair value, or in combination with financial liabilities and derivatives designed to significantly reduce global exposure to interest rate risk. These headings include customer loans and deposits effected via so-called unit-linked life insurance contracts, in which the policyholder assumes the investment risk.
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| Other Relevant Information |
Type of filing with the CNMV communicating an event, news item or piece of information that may influence investors' decisions on a given security, with a consequent impact on the share price. |
| Other Reserves |
This heading is broken down as follows:
i) Reserves or accumulated losses of investments in subsidiaries, joint ventures and associates: include the accumulated amount of income and expenses generated by the aforementioned investments through profit or loss in past years.
ii) Other: includes reserves different from those separately disclosed in other items and may include legal reserve and statutory reserve. |
| Other retributions to employees long term |
Includes the amount of compensation plans to employees long term. |
| Own/treasury shares |
The amount of own equity instruments held by the entity. |
| Past service cost |
It is the change in the present value of the defined benefit obligation for employee service in prior periods, resulting in the current period from the introduction of, or changes to, post-employment benefits or other long-term employee benefits. |
| Post-employment benefits |
Retirement benefit plans are arrangements whereby an enterprise provides benefits for its employees on or after termination of service. |
| Premium Allocation Approach (PAA) |
This is one of the three measurement models for the valuation of insurance and reinsurance contracts. This is a simplification of the general method (BBA) in the valuation of the provision for the remaining coverage, which can be adopted if the coverage period of the group of contracts is less than or equal to one year, according to the limits of the contract, or if the liability for the remaining coverage obtained does not differ materially from that produced under the general method. |
| Probability of default (PD) |
It is the probability of the counterparty failing to meet its principal and/or interest payment obligations. The PD is associated with the rating/scoring of each counterparty/transaction. |
| Property, plant and equipment/tangible assets |
Buildings, land, fixtures, vehicles, computer equipment and other facilities owned by the entity or acquired under finance leases. |
| Provisions |
Provisions include amounts recognized to cover the Group’s current obligations arising as a result of past events, certain in terms of nature but uncertain in terms of amount and/or cancellation date. |
| Provisions for contingent liabilities and commitments |
Provisions recorded to cover exposures arising as a result of transactions through which the entity guarantees commitments assumed by third parties in respect of financial guarantees granted or other types of contracts, and provisions for contingent commitments, i.e., irrevocable commitments which may arise upon recognition of financial assets. |
| Provisions for pensions and similar obligation |
Constitutes all provisions recognized to cover retirement benefits, including commitments assumed vis-à-vis beneficiaries of early retirement and analogous schemes. |
| Provisions or (-) reversal of provisions |
Provisions recognized during the year, net of recoveries on amounts provisioned in prior years, with the exception of provisions for pensions and contributions to pension funds which constitute current or interest expense. |
| Refinanced Operation |
An operation which is totally or partially brought up to date with its payments as a result of a refinancing operation made by the entity itself or by another company in its group. |
| Refinancing Operation |
An operation which, irrespective of the holder or guarantees involved, is granted or used for financial or legal reasons related to current or foreseeable financial difficulties that the holder(s) may have in settling one or more operations granted by the entity itself or by other companies in its group to the holder(s) or to another company or companies of its group, or through which such operations are totally or partially brought up to date with their payments, in order to enable the holders of the settled or refinanced operations to pay off their loans (principal and interest) because they are unable, or are expected to be unable, to meet the conditions in a timely and appropriate manner. |
| Repricing risk |
Risks related to the timing mismatch in the maturity and repricing of assets and liabilities and off-balance sheet short and long-term positions. |
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| Restructured Operation |
An operation whose financial conditions are modified for economic or legal reasons related to the holder's (or holders') current or foreseeable financial difficulties, in order to enable payment of the loan (principal and interest), because the holder is unable, or is expected to be unable, to meet those conditions in a timely and appropriate manner, even if such modification is provided for in the contract. In any event, the following are considered restructured operations: operations in which a haircut is made or assets are received in order to reduce the loan, or in which their conditions are modified in order to extend their maturity, change the amortization table in order to reduce the amount of the installments in the short term or reduce their frequency, or to establish or extend the grace period for the principal, the interest or both; except when it can be proved that the conditions are modified for reasons other than the financial difficulties of the holders and, are similar to those applied on the market on the modification date for operations granted to customers with a similar risk profile. |
| Retained earnings |
Accumulated net profits or losses recognized in the income statement in prior years and retained in equity upon distribution. |
| Right of use asset |
Asset that represents the lessee’s right to use an underlying asset during the lease term. |
| Securitization fund |
A fund that is configured as a separate equity and administered by a management company. An entity that would like funding sells certain assets to the securitization fund, which, in turn, issues securities backed by said assets. |
| Share premium |
The amount paid in by owners for issued equity at a premium to the shares' nominal value. |
| Shareholders' funds |
Contributions by stockholders, accumulated earnings recognized in the income statement and the equity components of compound financial instruments. |
| Short positions |
Financial liabilities arising as a result of the final sale of financial assets acquired under repurchase agreements or received on loan. |
| Significant increase in credit risk |
In order to determine whether there has been a significant increase in credit risk for lifetime expected losses recognition, the Group has developed a two-prong approach:
–Quantitative criterion: based on comparing the current expected probability of default over the life of the transaction with the original adjusted expected probability of default. The thresholds used for considering a significant increase in risk take into account special cases according to geographic areas and portfolios.
–Qualitative criterion: most indicators for detecting significant risk increase are included in the Group's systems through rating/scoring systems or macroeconomic scenarios, so quantitative analysis covers the majority of circumstances. The Group will use additional qualitative criteria when it considers it necessary to include circumstances that are not reflected in the rating/score systems or macroeconomic scenarios used.
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| Significant influence |
Is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies. If an entity holds, directly or indirectly (i.e. through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (i.e. through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated. A substantial or majority ownership by another investor does not necessarily preclude an entity from having significant influence.
The existence of significant influence by an entity is usually evidenced in one or more of the following ways:
a.representation on the board of directors or equivalent governing body of the investee; b) participation in policy-making processes, including participation in decisions about dividends or other distributions;
b.material transactions between the entity and its investee;
c.interchange of managerial personnel; or
d.provision of essential technical information.
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| Solely Payments of Principle and Interest (SPPI) |
The assessment as to how an asset shall be classified is made on the basis of both the business model for managing the financial asset and the contractual cash flow characteristic of the financial asset (SPPI Criterion). To determine whether a financial asset shall be classified as measured at amortized cost or FVOCI, a
Group assesses (apart from the business model) whether the cash flows from the financial asset represent, on specified dates, solely payments of principal and interest on the principal amount outstanding (SPPI). |
| Stages |
IFRS 9 classifies financial instruments into three categories, which depend on the evolution of their credit risk from the moment of initial recognition. The first category includes the transactions when they are initially recognized - without significant increase in credit risk (stage 1); the second comprises the operations for which a significant increase in credit risk has been identified since its initial recognition - significant increase in credit risk (stage 2) and the third one, the impaired operations Impaired (stage 3).
The transfer logic is defined in a symmetrical way, whenever the condition that
triggered a transfer to stage 2 is no longer met, the exposure will be transferred to
stage 1. In the case of forbearances transferred to stage 2, as long as the loan is flagged as forbearance it will keep its status as stage 2. However, when the loan is not flagged as forbearance it will be transferred back to stage 1.
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| Statements of cash flows |
The indirect method has been used for the preparation of the statement of cash flows. This method starts from the entity’s profit and adjusts its amount for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with cash flows classified as investment or finance. As well as cash, short-term, highly liquid investments subject to a low risk of changes in value, such as cash and deposits in central banks, are classified as cash and cash equivalents. When preparing these financial statements the following definitions have been used:
· Cash flows: Inflows and outflows of cash and cash equivalents.
· Operating activities: The typical activities of credit institutions and other activities that cannot be classified as investment or financing activities.
· Investing activities: The acquisition, sale or other disposal of long-term assets and other investments not included in cash and cash equivalents or in operating activities.
· Financing activities: Activities that result in changes in the size and composition of the Group’s equity and of liabilities that do not form part of operating activities. |
| Statements of changes in equity |
The statements of changes in equity reflect all the movements generated in each year in each of the headings of the equity, including those from transactions undertaken with shareholders when they act as such, and those due to changes in accounting criteria or corrections of errors, if any.
The applicable regulations establish that certain categories of assets and liabilities are recognized at their fair value with a charge to equity. These charges, known as “Valuation adjustments” (see Note 31), are included in the Group’s total equity net of tax effect, which has been recognized as deferred tax assets or liabilities, as appropriate. |
| Statements of recognized income and expense |
The statement of recognized income and expenses reflect the income and expenses generated in each fiscal year, distinguishing between those recognized in the profit and loss accounts and the “Other recognized income and expenses”; which are recorded directly in the equity.
The “Other recognized income and expenses” includes the variations that have occurred in the period in “accumulated other comprehensive income”, detailed by concepts.
The sum of the variations recorded in the “accumulated other comprehensive income” caption of the equity and the profit for the year represents the “Total income and expenses”. |
| Structured credit products |
Special financial instrument backed by other instruments building a subordination structure. |
| Structured Entities |
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements. A structured entity often has some or all of the following features or attributes:
a.restricted activities.
b.a narrow and well-defined objective, such as to effect a tax-efficient lease, carry out research and development activities, provide a source of capital or funding to an entity or provide investment opportunities for investors and passing on risks and rewards associated with the assets of the structured entity to investors.
c.insufficient equity to permit the structured entity to finance its activities without subordinated financial support.
d.financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches).
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| Subordinated liabilities |
Financing received, regardless of its instrumentation, which ranks after the common creditors in the event of a liquidation. |
| Subsidiaries |
Companies over which the Group exercises control. An entity is presumed to have control over another when it possesses the right to oversee its financial and operational policies, through a legal, statutory or contractual procedure, in order to obtain benefits from its economic activities. Control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than one half of an entity's voting power, unless, exceptionally, it can be clearly demonstrated that ownership of more than one half of an entity's voting rights does not constitute control of it. Control also exists when the parent owns half or less of the voting power of an entity when there is:
a.an agreement that gives the parent the right to control the votes of other shareholders;
b.power to govern the financial and operating policies of the entity under a statute or an agreement; power to appoint or remove the majority of the members of the board of directors or equivalent governing body and control of the entity is by that board or body;
c.power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity is by that board or body.
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| Tangible book value |
Tangible Book Value represents the tangible equity's value for the shareholders as it does not include the intangible assets and the minority interests (non-controlling interests). It is calculated by discounting intangible assets, that is, goodwill and the rest of consolidated intangibles recorded under the public balance sheet (goodwill and intangible assets of companies accounted for by the equity method or companies classified as non-current assets for sale are not subtracted). It is also shown as ex-dividends. |
| Tax liabilities |
All tax related liabilities except for provisions for taxes. |
| Territorial bonds |
Financial assets or fixed asset security issued with the guarantee of portfolio loans of the public sector of the issuing entity. |
| Tier 1 Capital |
Mainly includes: Common stock, parent company reserves, reserves in companies, non-controlling interests, deductions and others and attributed net income. |
| Tier 2 Capital |
Mainly includes: Subordinated, preferred shares and non- controlling interests. |
| Unit-link |
This is life insurance in which the policyholder assumes the risk. In these policies, the funds for the technical insurance provisions are invested in the name of and on behalf of the policyholder in shares of Collective Investment Institutions and other financial assets chosen by the policyholder, who bears the investment risk. |
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| Value at Risk (VaR) |
Value at Risk (VaR) is the basic variable for measuring and controlling the Group’s market risk. This risk metric estimates the maximum loss that may occur in a portfolio’s market positions for a particular time horizon and given confidence level VaR figures are estimated following two methodologies:
a.VaR without smoothing, which awards equal weight to the daily information for the immediately preceding last two years. This is currently the official methodology for measuring market risks vis-à-vis limits compliance of the risk.
b.VaR with smoothing, which weighs more recent market information more heavily. This is a metric which supplements the previous one.
c.VaR with smoothing adapts itself more swiftly to the changes in financial market conditions, whereas VaR without smoothing is, in general, a more stable metric that will tend to exceed VaR with smoothing when the markets show less volatile trends, while it will tend to be lower when they present upturns in uncertainty.
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| Variable Fee Approach (VFA) |
This is one of the three measurement models for the valuation of insurance and reinsurance contracts. Applies to those insurance contracts in which the requirements established by IFRS 17 par.B101 are met: fully identified underlying assets, significant participation of the policyholder in the profitability of the underlying assets and that the payment of future benefits is significantly related to the value of the underlying assets. |
| Watch List (WL) |
Watch List is defined as such risk that, derived from an individualized credit assessment, involves a significant increase in credit risk from the moment of origination, due to economic or financial difficulties or because it has suffered, or is estimated to suffer, adverse situations in its environment, without meeting the criteria for its classification as non performing. |
| Write- off |
When the recovery of any recognized amount is considered to be remote, this amount is removed from the balance sheet, without prejudice to any actions taken by the entities in order to collect the amount until their rights extinguish in full through expiry, forgiveness or for other reasons. |
| Yield curve risk |
Risks arising from changes in the slope and the shape of the yield curve. |
EX-1.1
2
exhibit11.htm
EX-1.1
Document
BYLAWS
OF
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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TITLE I
GENERAL CHARACTERISTICS
Name, registered office, corporate purpose and duration of the company
Article 1. Name
The Company is called Banco Bilbao Vizcaya Argentaria, S.A. (hereinafter the Bank or the Company) and will be governed by the law, these Bylaws and other provisions applicable to it at any time.
Article 2. Registered office
The Bank has its registered office in the city of Bilbao (Bizkaia), 4, Plaza de San Nicolás, and may establish branches, agencies, delegations and representative offices anywhere in Spain or abroad, in accordance with the legal provisions in force.
The registered office may be changed within the same municipal district by resolution of the Board of Directors.
Article 3. Corporate purpose
The Bank's purpose is to carry out all kinds of activities, operations, acts, contracts and services within the banking business or directly or indirectly related to it, which are permitted or not prohibited by the provisions in force and supplementary activities.
Its corporate purpose also includes the acquisition, possession, use and disposal of securities, public offering of acquisition and sale of securities, as well as all types of holdings in any entity or company.
Article 4. Duration and commencement of operations
The duration of the Company is indefinite, and it may commence operations on the date on which the public deed of constitution is formalised.
TITLE II
SHARE CAPITAL. SHARES. SHAREHOLDERS
Chapter One.
Share Capital
Article 5. Share capital
The Bank's share capital is TWO BILLION, EIGHT HUNDRED SIXTY MILLION, FIVE HUNDRED NINETY THOUSAND, SEVEN HUNDRED EIGHTY-SIX EUROS AND TWENTY EURO CENTS (EUR 2,860,590,786.20), represented by FIVE BILLION, EIGHT HUNDRED THIRTY-SEVEN MILLION, NINE HUNDRED FORTY THOUSAND, THREE HUNDRED EIGHTY (5,837,940,380) shares, each with a nominal value of FORTY-NINE EURO CENTS (EUR 0.49), all of the same class and series, fully subscribed and paid up.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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Article 6. Capital increase or reduction
The Bank's share capital may be increased or reduced by resolution of the General Shareholders' Meeting, without prejudice to the provisions of article 30, paragraphs c) and d) of these Bylaws.
The share capital may be increased by issuing new shares or by increasing the nominal value of existing shares. In both cases, the capital increase may be charged to new monetary or non-monetary contributions to corporate equity, including the provision of credits against the Company, or to profits or reserves already included in the most recent approved balance sheet.
In the case of share capital increases through the issuance of new shares, whether ordinary or preference, charged to monetary contributions, shareholders will be entitled to subscribe a number of shares proportional to the nominal value of the shares they hold, within the period granted to this effect by the directors of the Company, which will be no less than fifteen days from the publication of the announcement of the offer of subscription to the new shares in the Official Gazette of the Commercial Registry.
The pre-emptive subscription right will be transferable under the same conditions as the shares from which it derives. In the case of share capital increases charged to reserves, the same rule will apply to the rights of free allocation of the new shares.
The pre-emptive subscription right will not apply when the capital increase is due to the absorption of another company or of all or part of the split-off assets of another company or the conversion of bonds into shares.
In cases where the interest of the Company so requires, the General Shareholders' Meeting, when deciding on the capital increase, may agree upon, in line with the legally established requirements, the total or partial elimination of the pre-emptive subscription right.
Chapter Two.
Shares
Article 7. Representation of shares
The shares will be represented by book entries, subject to the provisions of the Securities Exchange Act and other applicable provisions.
Article 8. Registration of shares
The shares, as well as their transfer and the constitution of rights in rem or any other kind of encumbrances thereon, will be recorded in the corresponding Accounting Register, in accordance with the Securities Exchange Act and concordant provisions.
Nevertheless, based on the principle of registered form that governs the Bank's shares, the company will maintain its own register of shareholders for the purposes and with the effectiveness attributed to it in each case by current regulations. To this end, should the formal status of a shareholder correspond to persons or entities that, in accordance with their own legislation, hold said status by means of a fiduciary relationship, trust or any other equivalent title, the Company may require the aforementioned persons or entities to communicate to it the beneficial owners of said shares and any acts of transfer or encumbrance thereof.
Article 9. Outstanding disbursements
Where any shares are not paid up in full, the shareholder must proceed to pay the outstanding portion when determined by the Board of Directors, within a maximum period of five years from the date of the resolution of the share capital increase. The payment method and other relevant circumstances will be subject to the provisions of the resolution of the share capital increase.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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Those concerned will be notified of the requirement for payment of outstanding disbursements, or it will be announced in the Official Gazette of the Commercial Registry. There must be a minimum of one month between the date of sending the communication or the announcement and the payment date.
The shareholder in default of the payment of outstanding disbursements shall not exercise their voting right. The amount of their shares will be deducted from the share capital for the calculation of the quorum. The shareholder in default will not be entitled to receive dividends, nor pre-emptive subscription to new shares, nor convertible bonds.
Should the period established for payment elapse without the payment being made, the Bank may, depending on the case and in light of the nature of the disbursement not made, either demand compliance with the payment obligation, including payment of legal interest and the loss and damage caused by the delay, or dispose of the shares in default on the account and risk of the defaulting shareholder. In this case, the disposal of the shares will be verified by a member of the official secondary market on which they were admitted to trade, or alternatively by the certifying officer, and will entail, if appropriate, the replacement of the original share certificate by a duplicate.
The proceeds of the sale, as may be the case, after deducting expenses, will enter the Bank's possession and they will be allocated to cover the overdraft of the cancelled shares. Should there be any surplus, it will be delivered to the holder.
If the sale cannot take place, the share will be redeemed, with the consequent share capital reduction, leaving the amounts already paid as profits for the Company.
Should the partially paid shares be transferred, the acquiring shareholder will be jointly liable for the payment of the outstanding amount, together with all the preceding transferors, at the choice of the Board of Directors. The transferors will be liable for a term of three years from the date of the respective transfer.
The provisions of this article will not prevent the Bank from using any of the means provided for in the applicable legislation against defaulting shareholders.
Article 10. Multiple ownership
All shares are indivisible. Where, as a result of inheritance, legacy or any other title, the ownership of a share is vested in two or more persons, said persons, without prejudice to the provisions of article 24 of these Bylaws, must appoint one person to exercise the shareholder rights and will be jointly liable to the Company with respect to all obligations arising from their status as shareholders. If they do reach an agreement for this appointment or do not give notice thereof to the Company, the right of representation will be deemed to be attributed to the person with the largest portion. Should all portions be equal, the appointment will be made by the Bank by the means of drawing lots.
The same rule will apply to other cases of joint ownership of rights on the shares.
Article 11. Transfer of shares
The transfer of shares in the Company, which will be free, will be performed by book transfer. The recording of the transfer in the accounting register in favour of the acquirer will have the same effects as the transfer of securities.
The legitimisation for the transfer and exercise of the rights arising from the shares may be evidenced by showing the corresponding certificate issued by the entity or agency responsible for the accounting register in which the shares are registered.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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Article 12. Theft, misappropriation, misplacement or destruction of certificates issued by the accounting register
In the event of theft, misappropriation, misplacement or destruction of the certificates evidencing the status of shareholder, for the issuance of new certificates to replace the original copies, the legislation applicable to the system of representation of securities by book entries will apply.
Article 13. Non-voting shares
The Company may issue shares with no voting rights within the legally established limits. Their holders will be entitled to receive a minimum annual dividend, fixed or variable, as resolved by the General Meeting and/or the Board of Directors at the time of deciding to issue the shares. Once the minimum dividend has been agreed, holders of non-voting shares will be entitled to the same dividend as corresponds to ordinary shares. Where there are distributable profits, the Company is required to agree the distribution of the aforementioned minimum dividend. If there are no distributable profits or insufficient amounts thereof, the unpaid part of the minimum dividend will or will not be accumulated in the terms agreed upon by the General Meeting at the time of deciding to issue the shares.
Holders of non-voting shares may exercise the pre-emptive subscription right in the event that this be resolved by the General Shareholders' Meeting and/or the Board of Directors at the time of issuing shares or convertible bonds. Recovery of voting rights must be resolved at the same time.
Article 13 bis. Redeemable shares
The Company may issue shares that are redeemable at the request of the issuing company, the holders of said shares or both, for a nominal amount not exceeding one quarter of the share capital. The resolution of the issue will set the conditions for the exercise of the right of redemption. If the aforementioned right is attributed exclusively to the issuing company, it may not be exercised within three years of the issuance.
Redeemable shares must be fully paid up at the time of subscription.
Redemption of redeemable shares must be charged to profits or free reserves or with the proceeds of a new share issue resolved by the General Meeting or, where appropriate, the Board of Directors, for the purpose of financing the redemption transaction. If the redemption of these shares is charged to profits or free reserves, the Company must constitute a reserve for the amount of the nominal value of the redeemed shares. If the redemption is not charged to profits or free reserves or with the issue of new shares, it may only be carried out under the requirements established for the reduction of the share capital by the refund of contributions.
Article 13 ter. Privileged shares
The Company may issue shares that confer some privilege over ordinary shares under the legally established terms and conditions, complying with the formalities prescribed for amending the Bylaws.
Chapter Three.
Shareholders
Article 14. General principles
Shareholders' rights and obligations, their content and scope, limits and conditions, will be governed by the provisions of these Bylaws and, where applicable, by current regulations.
The ownership of one or more shares will imply that the shareholder accepts these Bylaws and the resolutions of the General Shareholders' Meeting and of the Board of Directors, without prejudice to the legally established right to challenge.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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Shareholders, and the Company, waiving their own jurisdiction, are expressly subject to the court jurisdiction pertaining to the Company's registered office for any matters that arise between them.
Article 15. Shareholders' rights
The following are rights of the Bank's shareholders, which may be exercised within the terms and conditions and with the limitations set out in these Bylaws:
a.The right to participate in the distribution of corporate earnings and any net assets resulting from liquidation, proportionally to the paid-up capital.
b.The right of pre-emptive subscription in the issuance of new shares or convertible bonds.
c.The right to attend General Meetings, in accordance with article 23 of these Bylaws, and to vote at them, except for holders of non-voting shares, and also to challenge corporate resolutions.
d.The right to call for annual or extraordinary General Meetings, in the terms established by law and these Bylaws.
e.The right to examine the annual financial statements, the management report, the proposed allocation of results and the auditor's report, as well as, where appropriate, the consolidated management report and financial statements, in the format and within the time limit provided for in article 29 of these Bylaws.
f.The right to information, pursuant to applicable legislation and these Bylaws.
g.The right for shareholders or shareholder proxies who have attended the General Shareholders' Meeting, to obtain certification of the resolutions and minutes of General Meetings at any time.
h.And in general, any rights that are recognised by legal provision or by the Bylaws.
Article 16. Obligations of shareholders
The obligations of the shareholders are:
a.To submit to the Bylaws and to the resolutions of General Meetings, of the Board of Directors and other governing or administrative bodies.
b.To contribute the portion of capital pending disbursement, when so required.
c.To accept the Bank's registered office as determining jurisdiction for the resolution of any differences between the shareholder and the Company, waiving the shareholder’s own jurisdiction for these purposes.
d.Other obligations laid down by legal provision or by these Bylaws.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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TITLE III
CORPORATE BODIES
Article 17. Number
The supreme bodies responsible for decision-making, representation, administration, supervision and management of the Company are the General Shareholders' Meeting and the Board of Directors, and within the Board's scope of powers, the Executive Committee and other Board Committees.
Chapter One.
The General Shareholders' Meeting
Article 18. The General Meeting as sovereign body
The General Shareholders' Meeting, legally constituted, is the Company's sovereign body. Its resolutions, when validly adopted, are binding on all shareholders, including shareholders not attending the General Meeting and those shareholders who voted against resolutions, did not have a vote or abstained from voting.
Article 19. Categories of General Meetings
General Shareholders' Meetings may be annual or extraordinary. The Annual General Meeting, called as such, will necessarily meet within the first six months of each financial year to approve, where necessary, the corporate management and the financial statements for the previous financial year and resolve on the allocation of results. It will also be able to resolve on any other matters on the agenda or allowed by law, within the scope of its powers, provided that the General Shareholders' Meeting is constituted with the number of shareholders and the percentage of capital required by law or the Bylaws in each case.
Any General Meeting other than the one provided for in the previous paragraph will be considered an extraordinary General Meeting.
Article 20. Calling of Meetings
General Shareholders' Meetings will be called at the initiative of the Company's Board of Directors whenever it deems it necessary or advisable for the corporate interest, and in any case on the dates or within the periods determined by law and these Bylaws.
The Board of Directors must also call a General Meeting if requested by one or more shareholders representing at least three percent of the share capital, expressly stating the matters to be covered. In this event, the General Meeting must be called so that it is held within the legally established period from the date on which the Board of Directors is served duly attested notice to call it. The agenda must include the matters to which the request referred.
Likewise, in the period and form established by law, shareholders representing at least three percent of the share capital may request the publication of a supplement to the calling of an Annual General Shareholders' Meeting, including one or more items on the agenda in the call, provided that the new items are accompanied by substantiation or, as appropriate, a substantiated proposed resolution, and submit substantiated proposals for resolutions on matters already included or that should be included in the agenda of a General Shareholders' Meeting already called.
Article 21. Notice of the calling and format of the Meeting
Annual and extraordinary General Meetings must be called, within the notice period required by law, by means of a notice published in the Official Gazette of the Companies Registry (BORME) or one of the highest-readership daily newspapers in Spain, and be published on the National Securities Market
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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| Banco Bilbao Vizcaya Argentaria, S.A. Company Bylaws |
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Commission (Comisión Nacional del Mercado de Valores) website and the Company website, except when legal provisions establish other media for disseminating the notice.
The notice will indicate the date, time and place of the General Meeting at first calling and its agenda, which will contain all the matters that the meeting will cover, and any other references that may be required by law. The date on which the General Meeting will be held at second calling may also be stated in the notice.
At least twenty-four hours must elapse between the Meetings’ first and second calling.
The Board of Directors may consider the technical means and legal basis that enable and guarantee remote attendance at the General Meeting, and assess, when calling each General Meeting, the possibility of organising attendance at the meeting by remote means.
Additionally, where permitted by law and where extraordinary circumstances so advise, the Board of Directors may resolve to call virtual-only General Meetings, without in-person attendance of shareholders or their proxies, indicating, when calling the meeting, the means and conditions for remote attendance, as envisaged, where applicable, in the law and the General Meeting Regulations.
Article 22. Place of the Meeting
Notwithstanding legal provisions relating to universal General Meetings, General Meetings will be held in the municipal district where the Company has its registered office, on the day indicated in the calling, and their sessions may be extended for one or more consecutive days at the proposal of the Board of Directors or at the request of a number of shareholders representing at least one quarter of the capital present at the General Meeting. General Meetings may also be transferred to a place other than that indicated in the calling, within the same municipal district, with the knowledge of those present, in the event of force majeure.
Article 23. Right of attendance
Holders of 500 or more shares whose ownership is registered in the respective accounting register at least five days before the day on which the General Meeting is scheduled, pursuant to the Securities Exchange Act and other applicable provisions, and who conserve at least that number of shares until the Meeting is held, may attend both annual and extraordinary General Meetings.
Holders of fewer shares may group together to make up at least that number, appointing a representative.
Each shareholder entitled to attend who so requests will be given a personalised attendance card, indicating how many shares they hold.
Executives, managers and staff of the Company and its investee companies may attend. Where deemed appropriate, the Chair of the General Meeting may authorise any other person to attend, though the General Meeting reserves the right to revoke said authorisation.
Article 24. Proxies for the General Meeting
Any shareholder entitled to attend may be represented at the General Meeting by another person, who need not necessarily be a shareholder.
Proxy must be conferred specifically for each General Meeting, using the proxy form established by the Company, which will be recorded on the attendance card. A single shareholder may not be represented at the Meeting by more than one proxy, except under the circumstances provided in law for intermediary entities.
Likewise, the proxy may be conferred by means of remote communication that comply with the requirements laid down by law.
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This English version is a translation of the original in Spanish for information purposes only.
In the event of discrepancy, the Spanish original will prevail.
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Proxies conferred by a fiduciary or apparent shareholder will be rejected.
Article 25. Quorum
General Meetings, both annual and extraordinary, will be validly constituted by the minimum quorum of shareholders required by the prevailing legislation in force at any given time for the various matters or business included on the agenda.
The above paragraph notwithstanding, in order to adopt resolutions regarding any change to the corporate purpose, transformation, total spin-off or dissolution of the Company and amendment of the second paragraph of this article, two thirds of the subscribed voting capital must attend the General Meeting on first calling, or 60% of said capital on second calling.
Article 26. Chair and Secretary of the General Meeting
The Chair of the Board of Directors will act as Chair of the General Shareholders' Meeting. Should this not be possible, the responsibility will fall upon the Deputy Chair. Should there be several Deputy Chairs, the order established by the Board of Directors at the time of their appointment will be followed. Otherwise, age seniority will prevail. Should none of the above be possible, the Board of Directors will appoint a director to chair the Meeting. The Secretary of the Board of Directors will act as Secretary of the General Meeting. Should this not be possible, the responsibility will fall upon the Deputy Secretary. Should both be absent, the Board of Directors will appoint another Secretary.
Article 27. List of attendees
Once the Panel (Mesa), which will comprise the Chair and the Secretary of the Meeting, is constituted, the list of attendees will be drawn up. This will report the number of shareholders in attendance with voting rights, the number attending personally or by proxy, and the percentage of share capital that they all represent. For this task, the Panel may use two scrutineers appointed by the Board of Directors prior to the General Meeting from amongst the shareholders. The list of attendees will be included at the beginning of the Minutes or attached thereto by means of an appendix signed by the Secretary and approved by the Chair. It may also be included in the form of a computer file or other digital medium, in which case the appropriate identification certificate signed by the Secretary and approved by the Chair will be affixed to the sealed cover.
The Chair of the Meeting will adjudge whether or not the requirements have been met for the Meeting to be duly constituted, will resolve any doubts, clarifications or complaints relating to the list of attendees, proxies or representatives: examining, accepting or rejecting new proposals on the agenda items, pursuant to prevailing legal provisions; guiding discussions, organising, ordering, limiting and cutting short the contributions. The Chair is generally empowered to take any measures necessary to best organise and run the Meeting.
Article 28. Content of Meetings
Only matters that are specifically indicated in the calling of the Meeting may be dealt with at annual and extraordinary General Shareholders' Meetings, except as provided for by law.
Article 29. Shareholders' right to information
Until the fifth day prior to the Meeting, shareholders may request from the Board of Directors, regarding matters on the agenda, the information or clarification they deem necessary, or submit written questions they deem to be pertinent. Shareholders may also request written clarification on the publicly accessible information that the Company has filed with the National Securities Market Commission since the last General Meeting and concerning the auditor's report.
The directors are obliged to provide the information requested pursuant to the above paragraph, in writing, up until the day on which the General Meeting is held.
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On the day on which the General Meeting is to be held, shareholders may verbally request any information or clarification they deem appropriate regarding the matters on the agenda, as well as any clarification they deem necessary regarding the publicly accessible information submitted by the Company to the National Securities Market Commission since the last General Meeting and concerning the auditor's report. Should it not be possible to satisfy the shareholder's right to information at that time, the directors will be obliged to provide the requested information, in writing and within seven days following the termination of the Meeting.
Directors will be obliged to provide the information requested under the provisions of this article, unless the information is unnecessary for upholding of the rights of the shareholder, or there are objective reasons to consider that it could be used for non-company purposes or if its release would harm the Company or its associated companies.
No information will be withheld when the request is backed by shareholders representing, at least, one quarter of the share capital.
Article 30. Powers of the General Meeting
The General Shareholders' Meeting is vested with the following powers:
a.To amend the Bylaws, as well as confirm or rectify the Board of Directors' interpretation thereof.
b.To determine the number of seats on the Board of Directors, appoint, re-elect and remove its members, as well as ratify or revoke appointments by co-option thereof made by the Board of Directors.
c.To increase or reduce the share capital, conferring authority on the Board of Directors, where appropriate, to specify, within a maximum time frame, in accordance with the law, the date or dates of its implementation. The Board of Directors may make full or partial use of said authority or even refrain therefrom in view of market conditions, circumstances of the Company itself, or a fact or event of social or economic importance that makes the decision advisable, informing of this at the next General Shareholders' Meeting held after the time frame established for its execution has elapsed.
d.To confer authority on the Board of Directors to increase the share capital in accordance with legal provisions. When the General Meeting confers such authority, it may also grant the power to exclude pre-emptive subscription rights relating to issuances of shares that are subject to such authority, pursuant to the terms and the requirements laid down by law.
e.To confer authority on the Board of Directors to amend the nominal value of shares representing the share capital, redrafting article 5 of the Bylaws.
f.To issue bonds or other securities that recognise or create debt and are convertible into shares, being also able to confer authority on the Board of Directors to make such issuances as well as exclude or limit pre-emptive subscription rights, all in the terms and under the requirements laid down by law.
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g.To examine and approve the annual financial statements, the proposed allocation of results and the corporate management corresponding to each financial year, as well as, where applicable, the consolidated financial statements.
h.To appoint, re-elect and dismiss auditors.
i.To approve the acquisition, disposal or allocation of essential assets to another company. An asset is presumed essential whenever the amount of the transaction exceeds 25% of the value of the assets that appear in the last approved balance sheet.
j.To approve transformation, merger, spin-off, global assignment of assets and liabilities, dissolution and transfer of registered offices abroad.
k.To approve the transfer to subsidiaries of essential activities carried out until that time by the Company itself, even where the Company retains full control over said subsidiaries. Activities will be presumed essential whenever the volume of the transaction exceeds 25% of the total assets on the balance sheet.
l.To approve transactions that are equivalent to the Company's liquidation.
m.To approve the final liquidation balance sheet.
n.To approve the directors' remuneration policy in the terms established by law.
o.To rule on any other matter reserved for the General Meeting by legal provision or the Bylaws.
p.To approve its Regulations and subsequent amendments, in accordance with proposals put forward by the Board of Directors.
Article 31. Adoption of resolutions
At annual and extraordinary General Meetings, resolutions will be adopted with the majorities required by law and these Bylaws.
Each voting share, present or represented at the General Meeting and whether or not paid up, will confer the right to one vote.
Shareholders who are not up to date in the payment of outstanding disbursements will not be entitled to vote, but only in respect of shares for which the outstanding disbursements have not been paid. Nor will holders of non-voting shares be entitled to vote.
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Shareholders may vote by proxy, by post, electronically or by any other means of remote communication, provided that the voter's identity is duly guaranteed, in accordance with the General Meeting Regulations.
The Board of Directors may draw up the appropriate rules, means and procedures to implement voting and the granting of proxy by means of remote communication, complying with the requirements established by law.
Article 32. Minutes of General Meetings
The Secretary of the General Meeting will take the minutes of the meeting, which will be recorded in the minutes book, and may be approved by the General Meeting at the end of the meeting or otherwise within fifteen days by the Chair of the General Meeting and two comptrollers from among the shareholders, one representing the majority and one representing the minority.
Corporate resolutions may be implemented from the date of approval of the minutes in which they are recorded.
The minutes of the meeting will be signed by the Secretary and approved by the Chair.
Certified copies of said minutes, once approved, will be signed by the Secretary and, failing this, by the Deputy Secretary of the Board of Directors, and approved by the Chair or, where applicable, the Deputy Chair of the Board of Directors.
The Board of Directors may require the presence of a notary public to take the minutes of the meeting.
Chapter Two.
The Board of Directors
Article 33. Nature
The Board of Directors is the natural body for the representation, administration, management and oversight of the Company.
Article 33 bis. Remuneration
Directors will be remunerated.
Remuneration of directors in such capacity will comprise a fixed annual allocation, which will be distributed by the Board of Directors in the way it so determines, taking into account the conditions applicable to each director and the roles and responsibilities assigned thereto by the Board and their membership of the various Committees, which may result in different remuneration amounts for each director. The Board is also responsible for determining the frequency and method of payment of this allocation, which may include insurance and pension systems established at any given time.
The amount of the annual allocation to the Board of Directors will be the amount determined by the General Meeting, which will remain in force until the General Meeting resolves to amend it, although the Board of Directors may reduce this amount in those financial years in which it deems it appropriate.
In addition to this allocation, director remuneration may also comprise the delivery of shares or stock options in relation thereto, or amounts indexed to the value of the shares. The application of this form of remuneration will require the approval of the General Meeting, specifying, where appropriate, the number of shares to be delivered, the strike price of the stock options, the value of the shares indexed and the duration of the remuneration system in question.
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Directors who perform executive duties in the Company will be excluded from the remuneration system set out in the preceding paragraphs, and their remuneration is governed by the provisions of article 50 bis of these Bylaws, with the amount and conditions determined by the Board of Directors.
Article 34. Number and election
The Board of Directors will consist of at least five members and a maximum of fifteen members, elected by the General Shareholders' Meeting, except as provided for in article 37 of these Bylaws.
The General Shareholders' Meeting will determine the specific number of directors, within the limits indicated.
Article 35. Requirements to hold director status
Membership of the Board of Directors requires directors not to be subject to any of the situations of prohibition or incompatibility laid down by law.
Article 36. Term of office and renewal
The term of office for members of the Board of Directors will be three-year, and directors may be re-elected one or more times for periods of the same maximum duration.
Article 37. Vacancies
If vacancies arise during the term for which the directors were appointed, the Board of Directors may nominate the persons to fill them, submitting their appointment to the first General Meeting after their nomination.
Article 38. Chair and Secretary of the Board
The Board of Directors will appoint a Chair from among its members to be Chair of the Board of Directors, as well as one or more Deputy Chairs. It will also appoint, from among its members, the Chair and Deputy Chair of the Committees referred to in chapter four below.
In the event that the Chair is absent or otherwise unable to perform their duties, these duties will be performed by the Deputy Chair. If there are several Deputy Chairs, the order established by the Board of Directors at the time of their appointment will be followed. Otherwise, age seniority will prevail.
If there is no Deputy Chair, the corporate body will be chaired by the director that the Board of Directors appoints or has appointed for this purpose.
The Board of Directors will appoint a Secretary from among its members, unless it resolves to allocate these duties to a non-board member. It may also appoint a Deputy Secretary, who will replace the Secretary in the event that they are absent or otherwise unable to perform their duties. In the absence of any of the above, the Board of Directors will determine the substitute in each case.
Article 39. Powers of the Chair
The Chair will, in any event, be the Company's highest-ranking representative. In the performance of said role, the Chair will have the following powers, in addition to those attributed by law or by these Bylaws:
a.To call General Shareholders' Meetings, following a resolution of the Board of Directors, and to chair said meetings.
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b.To direct the discussions and deliberations of the General Meeting, arranging the order of shareholders' contributions, and establishing the duration of each, in order to facilitate and expedite their contributions.
c.To call and chair meetings of the Board of Directors, the Executive Committee and other Board Committees of which the Chair is a member.
d.To draft the agendas for meetings of the Board of Directors, the Executive Committee and Board Committees, and draw up proposed resolutions to be submitted thereto.
e.To direct the discussions and deliberations of meetings of the Board of Directors, the Executive Committee and other Committees.
f.To implement the resolutions of the Board of Directors, the Executive Committee and other Committees. For this purpose, the Chair will have the broadest representative powers, without prejudice to any authority conferred on other directors by the corresponding corporate body to such effect.
Article 39 bis. Lead Director
If the Chair of the Board of Directors is an executive director, the Board of Directors, with the abstention of the executive directors, must appoint a Lead Director from among the independent directors, who will have the powers conferred thereon by law, these Bylaws and the Regulations of the Board of Directors.
Article 40. Board meetings and calling
The Board of Directors will meet whenever the Chair or the Executive Committee deems it appropriate, or at the request of the Lead Director or of at least one quarter of the directors.
Meetings of the Board of Directors will be called by the Chair or, when this is not possible, the Deputy Chair. If the aforementioned individuals are absent or otherwise unable to perform these duties, the Board of Directors will be called by the oldest director.
In addition, directors constituting at least one third of the Board members may call a meeting, specifying the agenda thereof, to be held in the municipal district where the registered offices are located if, within one month of being so requested, the Chair has failed to call a meeting without due cause.
Article 41. Quorum and adoption of resolutions
The Board of Directors will be validly constituted when the majority of its members are present or represented at the meeting.
Resolutions will be adopted by an absolute majority of votes, present or represented, except as provided for in articles 45 and 49 of these Bylaws.
Article 42. Proxy to attend Board meetings
A director not attending a meeting may grant proxy to another director. However, non-executive directors may only grant proxy to other non-executive directors.
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Article 43. Powers of the Board
The Board of Directors will have the broadest powers of representation, administration, management and oversight, as well as to execute all manner of acts and enter into contracts relating to ownership and administration. In particular, its powers will include but are not limited to:
1st.To carry out all operations that, in accordance with article 3 of these Bylaws, constitute the corporate purpose or help to achieve said purpose.
2nd.To resolve to call the General Shareholders' Meeting, without prejudice to the provisions of articles 20 and 39 a) of these Bylaws.
3rd.To draft and propose the following for approval by the General Meeting: the annual financial statements, the management report and the proposed allocation of results, as well as, where appropriate, the consolidated financial statements and management report for each financial year.
4th.To implement the resolutions of the General Meeting and designate, where appropriate and in accordance with legal requirements, the persons who are to formalise the corresponding public or private documents.
5th.To interpret the Bylaws and rectify any omissions, in particular with regard to the article concerning corporate purpose, and notify the General Meeting of any resolutions adopted, where applicable.
6th.To resolve on the creation, cancellation, relocation, transfer and other acts and operations relating to the Company's offices, branches and representative offices, both in Spain and abroad.
7th.To approve the Company's internal regulations, with the power to amend them.
8th.To establish administrative expenses and establish or agree on the ancillary services that it deems necessary or advisable.
9th.To resolve on the distribution of interim dividends to shareholders, before the respective financial year has ended or before the annual financial statements have been approved, in accordance with the prevailing legislation.
10th.To appoint and dismiss Bank employees, establishing their salaries and bonuses.
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11th.To determine the general conditions for discounts, loans and escrow deposits; approve any risk operations it deems appropriate; and resolve any issues arising from the Bank's activities.
12th.To represent the Bank before state, regional, provincial, municipal authorities and bodies, public-sector entities, trade unions, public-law corporations, companies and individuals, and before ordinary and special courts and tribunals. It may file and defend suits, enforce rights, lodge claims and appeals of any kind to which the Bank is entitled, and abandon them when it deems fit.
13th.To acquire, possess, dispose of, mortgage and encumber any type of real estate, rights in rem of any kind and, in relation to said property and rights, to perform any civil, commercial and administrative acts and contracts, without exception, including the constitution, modification and cancellation of mortgages and other rights in rem, as well as the assignment, purchase and transfer of assets and/or liabilities of the Company.
14th.To acquire, divest, swap, transfer, encumber, subscribe, offer any categories of moveable goods, securities, shares, bonds, make public bids to sell or acquire securities, and holdings in all kinds of companies and enterprises.
15th.To establish companies, associations, foundations, subscribing shares and/or holdings, providing all categories of goods, and entering into contracts for mergers and cooperation of enterprises and/or businesses.
16th.To give and receive loans and/or credit. These may be senior or secured with any kind of collateral, including mortgage.
17th.To guarantee and/or secure Company or third-party obligations of all kinds.
18th.To reach a settlement regarding all kinds of goods and rights.
19th.To delegate all or any powers that are delegable pursuant to prevailing legislation, and to grant and revoke all kinds of general and special powers of attorney, with or without powers of substitution.
Article 44. Minutes of Board meetings
Once the minutes of the Board meetings are approved, they will be signed by the Secretary and approved by whomsoever chaired the meeting.
Certified copies of said minutes, once approved, will be signed by the Secretary and, failing this, by the Deputy Secretary of the Board of Directors, and approved by the Chair or, where applicable, the Deputy Chair.
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Chapter Three.
The Executive Committee
Article 45. Creation and composition
The Board of Directors may appoint an Executive Committee with the favourable vote of two thirds of its members and the corresponding registration in the Commercial Registry. The Executive Committee will be composed of directors nominated by the Board, whose positions will be renewed according to the timescale, manner and number decided by the Board of Directors.
The Executive Committee will be chaired by the Chair, who will be an ex-officio member thereof. In the Chair's absence, it will be chaired by the Deputy Chair or Deputy Chairs of the Board of Directors who sit on the Committee, following the order established under article 38 of these Bylaws, and otherwise by the Executive Committee member decided by the Committee. The Board of Directors will appoint a Secretary, who may be a non-board member. In the Secretary's absence, they will be replaced by the person appointed by those attending the respective meeting.
Article 46. Meeting and powers
The Executive Committee will meet as often as its Chair or acting chair deems appropriate, or at the request of the majority of its members, to consider those matters entrusted thereto by the Board of Directors, in accordance with the prevailing legislation and these Bylaws.
Article 47. Quorum and adoption of resolutions
The rules of article 41 of these Bylaws concerning the constitution of the Board of Directors and the adoption of its resolutions will be applicable to the Executive Committee.
Minutes and certified copies of the resolutions adopted will be subject to article 44 of these Bylaws.
Chapter Four.
Board Committees
Article 48. Board Committees
In order to better perform its functions, the Board of Directors may create any committees it deems necessary to assist it in matters corresponding to areas of its responsibility, determining their composition, appointing their members and establishing their functions.
The above notwithstanding, the Board of Directors must always have at least one permanent Audit Committee, Appointments Committee, Remunerations Committee and Risk Committee, with the composition and functions established by law, by the Regulations of the Board of Directors and, where applicable, by their own regulations.
The Committees will be governed by the provisions of the law, by the Regulations of the Board of Directors and, where applicable, by their specific regulations, which must be approved by the Board of Directors and, supplementary thereto, in as far as they are not incompatible with their nature, by the provisions relating to the operation of the Board of Directors.
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Chapter Five.
The Chief Executive Officer and the General Management
Article 49. The Chief Executive Officer
The Board of Directors may, with the favourable vote of two thirds of its members, appoint from among its members one or more Chief Executive Officers, with the powers that it deems appropriate and delegable, in accordance with the legal provisions and these Bylaws.
Article 50. General Management
The Board of Directors may set up one or more general management departments and nominate General Managers to operate them with the powers and duties determined by the Board of Directors.
Article 50 bis.
Directors who have been assigned executive duties in the Company, whatever the nature of their legal relationship with the Company, will be entitled to receive remuneration for providing these services. This will consist of: a fixed amount, in line with the services and responsibilities undertaken, and a variable supplement and any reward schemes established in general for the Bank's Senior Management. These may comprise delivery of shares or stock options in relation thereto, or amounts indexed to the value of the shares, subject to any requirements established by prevailing legislation. The remuneration also includes a welfare portion, which will include suitable pension and insurance systems and social security. In the event that a director leaves their role and this is not due dereliction of duties, they will be entitled to compensation.
TITLE IV
FINANCIAL YEAR AND ALLOCATION OF RESULTS
Article 51. Duration of the financial year
Financial years will be annual and will coincide with the calendar year, closing on 31 December of each year.
Article 52. Annual financial statements
The annual financial statements and other accounting documents to be submitted for approval by the Annual General Shareholders' Meeting will be prepared in accordance with the scheme laid down by the provisions in force applicable to banking institutions.
The annual financial statements, the management report, the result allocation proposal and the auditor's report, as well as, where applicable, the consolidated financial statements and management report, will be published in the way determined by the provisions in force and by these Bylaws.
Article 53. Allocation of results
The General Meeting will resolve on the allocation of results from the financial year in question, in accordance with the approved balance sheet.
Once the reserves stipulated by law or by these Bylaws have been covered, dividends may be distributed to shareholders, charged to the profit for the financial year or to the freely available reserves, in proportion to the paid up capital, provided that the value of the net equity is not, or would not be as a result of the distribution, less than the share capital.
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Article 53 bis.
The General Meeting may resolve to distribute dividends (either charged to the profit for the financial year or to the freely available reserves) or the share premium, in kind, provided that the goods or securities subject to distribution are homogeneous and sufficiently liquid or liable to be liquidated. This condition will be presumed to have been met when securities are listed or are going to be listed for trading on a regulated market.
The regulation contained in the preceding paragraph will also apply to the return of contributions in the event of a share capital reduction.
TITLE V
DISSOLUTION AND LIQUIDATION OF THE COMPANY
Article 54. Grounds for dissolution
The Company will be dissolved under the circumstances laid down by prevailing legislation.
Article 55. Appointment of liquidators
Once a resolution has been adopted to dissolve the Company, the General Meeting will appoint the liquidators. In addition to the powers expressly vested in them by prevailing law, they will have any other powers the General Meeting resolves to confer upon them. The General Meeting will determine the rules the liquidators must follow in apportioning the Company's assets and in approving the financial statements of the liquidation until final settlement is reached.
Article 56. Liquidation phase
Once a resolution has been adopted to dissolve the Company, the liquidation period will commence. Although the Company will retain its legal status, the directors and other representatives will cease to have powers to enter into new contracts and contract new obligations, and the liquidators will take over the duties attributed to them by law.
Liquidation of the Company will be carried out in compliance with prevailing legal provisions.
Article 57. Distribution of corporate assets
Until all the obligations are discharged, corporate assets may not be delivered to shareholders unless a sum equivalent to the amount of the outstanding obligations has been reserved and placed in escrow for the creditors.
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EX-2.1
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exhibit21.htm
EX-2.1
Document
Exhibit 2.1
DESCRIPTION OF REGISTERED SECURITIES OF BBVA
This exhibit describes each class of securities of BBVA that was registered under Section 12 of the Exchange Act as of December 31, 2023. For purposes of this exhibit, except as otherwise expressly provided or unless the context requires otherwise, all terms used but not defined in this exhibit which are defined in BBVA’s annual report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), shall have the meanings assigned to them in the Annual Report.
DESCRIPTION OF BBVA ORDINARY SHARES
The following summary describes the material considerations concerning the capital stock of BBVA and briefly describes the material provisions of BBVA’s bylaws (estatutos) and relevant Spanish law. This summary does not include all the provisions of such bylaws and is qualified in its entirety by reference to the detailed provisions thereof. A copy of BBVA’s bylaws is incorporated as Exhibit 1.1 to the Annual Report.
General
All rights and obligations of BBVA’s shareholders are contained in BBVA’s bylaws and in Spanish law. In addition, pursuant to Royal Decree 84/2015 of February 13, implementing Law 10/2014, amendments of the bylaws of a bank are subject to notice or prior authorization of the Bank of Spain. Other requirements to amend our bylaws are discussed under “—Attendance and Voting at Shareholders’ Meeting”.
As of December 31, 2023, BBVA’s paid in share capital was €2,860,590,786.20, represented by a single class of 5,837,940,380 ordinary shares, each with par value of €0.49 per share and all having the same rights.
Our shareholders have delegated to the Board of Directors the authority to issue up to 3,333,943,290 new ordinary shares (equal to half of BBVA’s share capital on March 18, 2022, the date of the authorization). The Board of Directors is authorized to exclude preemptive rights, in whole or in part, pursuant to the applicable provisions of the Spanish Companies Act. The power to exclude preemptive rights is limited, such that the nominal amount of any share capital increases resolved or effectively carried out with the exclusion of preemptive subscription rights in use of this authority and those that may be resolved or carried out to cover the conversion of convertible issuances that may equally be made with the exclusion of preemptive subscription rights in use of the authority described below may not exceed the nominal maximum overall amount of 10% of the Bank’s share capital at the date of the authorization (equal to 666,788,658 new ordinary shares). The Board’s authorization to issue new ordinary shares expires on March 18, 2027.
In addition, our shareholders have delegated to the Board of Directors, for a period of five years, the authority to issue securities convertible into newly issued ordinary shares other than contingent convertible securities (“CoCos”) up to the maximum overall amount of six billion euros (€6,000,000,000) or its equivalent in any other currency, delegating in turn the power to exclude preemptive subscription rights. However, this power is limited, such that the nominal amount of any share capital increases resolved or effectively carried out to cover the conversion of convertible issuances that may equally be made with the exclusion of preemptive subscription rights in use of this authority and those capital increases that may be resolved or carried out with the exclusion of preemptive subscription rights in use of the authority described above may not exceed the nominal maximum overall amount of 10% of the Bank’s share capital. The Board’s authorization to issue securities convertible into newly issued ordinary shares other than CoCos expires on March 18, 2027.
Finally, our shareholders have delegated to the Board of Directors, for a period of five years, the authority to issue securities convertible into newly issued ordinary shares whose conversion is contingent and which is intended to meet regulatory requirements for their eligibility as capital instruments, in accordance with the solvency regulations applicable from time to time (CoCos), up to the maximum overall amount of eight billion euros (€8,000,000,000) or its equivalent in any other currency. The Board of Directors is authorized to exclude preemptive rights, in whole or in part, pursuant to the applicable provisions of the Spanish Companies Act. The Board of Directors’ authorization to issue securities convertible into newly issued ordinary shares expires on April 20, 2026.
At the annual general shareholders’ meeting of BBVA, to be held on March 15, 2024, BBVA shareholders will vote on a proposal to approve a reduction of BBVA’s share capital by up to 10% of BBVA’s share capital as of the date of such resolution, corresponding to 583,794,038 ordinary shares, with a nominal value of €0.49 each, subject to obtaining, where appropriate, the corresponding regulatory authorizations.
Non-residents of Spain may hold and vote ordinary shares subject to the general restrictions set forth below. See “—Exchange Controls and Restrictions on Foreign Investments” and “—Restrictions on Acquisitions of Ordinary Shares”.
Registry and Company’s Objects and Purpose
BBVA is registered with the Commercial Registry of Bizkaia (Spain). Its registration number at the Commercial Registry of Bizkaia is volume 2,083, Company section folio 1, sheet BI-17-A, 1st entry. Its corporate purpose is to carry out all kinds of activities, operations, acts, contracts and services within the banking business or directly or indirectly related to it, which are permitted or not prohibited by the provisions in force and supplementary activities. Its corporate purpose also includes the acquisition, possession, use and disposal of securities, public offering of acquisition and sale of securities, as well as all types of holdings in any entity or company. BBVA’s corporate purpose is contained in Article 3 of BBVA’s Bylaws.
Attendance and Voting at Shareholders’ Meetings
Each ordinary share entitles the shareholder to one vote. Ordinary shares that are not paid up in full are not entitled to vote, or to receive distributions of dividends or preemptive subscription rights. As of the date of this Annual Report, all ordinary shares were fully paid up.
Any ordinary share may be voted by proxy. Any shareholder who is entitled to attend a general shareholders’ meeting may be represented at such general shareholders’ meeting by another person, who need not necessarily be a shareholder. Proxies are valid for ordinary (also referred to as “annual”) general shareholders’ meetings and extraordinary general shareholders’ meetings and, except with respect to general powers of attorney, must be granted specifically with respect to each general shareholders’ meeting. A single shareholder may not be represented at a general shareholders’ meeting by more than one proxy, except under the circumstances provided in the law for intermediary entities. Our bylaws do not contain provisions related to cumulative voting.
Shareholders’ Meetings
Pursuant to BBVA’s bylaws and to the Spanish Companies Act, general meetings of shareholders of BBVA may be ordinary or extraordinary.
Pursuant to the Spanish Companies Act, ordinary general shareholders’ meetings shall necessarily be held within the first six months of each fiscal year, at which shareholders are requested to approve the annual accounts of the previous fiscal year, the corporate management for the previous fiscal year and the application of BBVA’s net income or loss. Other matters may also be voted on by shareholders during the ordinary general shareholders’ meetings if such items are included on the agenda or are allowed by law. Any other meetings of shareholders are considered to be extraordinary general shareholders’ meetings. Extraordinary general shareholders’ meetings may be called from time to time by the BBVA Board of Directors at its discretion. The BBVA Board of Directors will call extraordinary general shareholders’ meetings when (i) it believes such meetings to be necessary or advisable for BBVA’s interests, (ii) required by law or BBVA’s bylaws, or (iii) requested by shareholders representing at least 3% of BBVA’s share capital.
Shareholders representing at least 3% of the share capital of BBVA have the right to request the publication of a supplemental notice including one or more additional agenda items to the ordinary general shareholders’ meeting and to add new resolution proposals to the agenda of any general shareholders’ meeting, within the first five days following the publication of the agenda.
A universal shareholders’ meeting, at which 100% of the share capital is present or duly represented, is considered valid even if no notice of such meeting was given, and, with unanimous agreement, shareholders may consider any matter at such a meeting.
Convening Notice
According to BBVA’s bylaws and the Spanish Companies Act, notices of all BBVA general shareholders’ meetings must be published (i) in the Official Gazette of the Commercial Registry (Boletín Oficial del Registro Mercantil) or in a widely circulated newspaper in Spain, (ii) on BBVA’s webpage and (iii) on the webpage of the CNMV, at least one month prior to the date of the meeting or with the minimum prior notice period required by the Spanish Companies Act from time to time. The notice must indicate the date, time and place of the meeting on the first convening and all the matters to be considered at the meeting, along with other information required by the Spanish Companies Act. The notice may also include the date on which the meeting should be held on the second convening. At least twenty-four hours must elapse between the meeting on the first convening and the meeting on the second convening.
Place of Meeting
Notwithstanding legal provisions relating to universal General Meetings and in accordance with BBVA´s bylaws, general shareholders’ meetings must be held in Bilbao, Spain, where BBVA has its registered office, on the date indicated in the convening notice. A universal shareholders’ meeting, at which 100% of the share capital is present or duly represented, may take place anywhere in the world.
Right of Attendance
The owners of 500 or more ordinary shares which are duly registered in the book-entry record for ordinary shares at least five days prior to the date of the general shareholders’ meeting and who continue to hold such shares until the date of the meeting are entitled to attend. The holders of fewer than 500 ordinary shares may aggregate their shares by proxy to represent at least 500 ordinary shares and appoint a representative for the meeting.
Quorums
Under BBVA’s bylaws and the Spanish Companies Act, except as set forth below, general shareholders’ meetings will be duly constituted on the first convening if BBVA shareholders holding at least 25% of the voting share capital are present or represented by proxy. On the second convening of a general shareholders’ meeting, there is no quorum requirement.
Notwithstanding the above, according to the Spanish Companies Act certain special events require a quorum of shareholders, present or represented by proxy, holding at least 50% of the voting share capital on first convening of the general shareholders’ meeting and no less than 25% of the voting share capital on the second convening of the general shareholders’ meeting. Those special events include the adoption of resolutions concerning the following: (i) increases or decreases in capital; (ii) in general, any modification of the bylaws; (iii) issuances of bonds (not applicable to BBVA except with respect to convertible bonds); (iv) limitation or suppression of the preemptive rights to subscribe for new shares; (v) transformations, mergers, spin-offs and assignments of assets and liabilities; and (vi) the transfer of the registered office abroad.
Additionally, BBVA’s bylaws also require the presence, in person or represented by proxy, of two-thirds of the voting share capital on first convening or 60% of the voting share capital on the second convening, at general shareholders’ meetings in order to adopt resolutions that concern: (i) the change of the corporate purpose; (ii) the transformation of BBVA’s legal status; (iii) a full spin-off; (iv) the dissolution of BBVA; or (v) the amendment of the second paragraph of Article 25 of BBVA’s bylaws, which establishes this stricter quorum requirement.
Under Spanish law, the rights of shareholders may only be changed by an amendment to the bylaws that complies with the requirements described herein and under “—Attendance and Voting at Shareholders’ Meetings”.
Adoption of Resolutions and Majorities
Subject to the higher vote requirements described in the following paragraphs, the adoption of resolutions requires a simple majority vote at the general shareholders’ meeting, meaning that a resolution is adopted when the favorable votes exceed the votes against the adoption of the resolution.
The adoption of resolutions concerning the following: (i) increases or decreases in capital; (ii) in general, any modification of the bylaws; (iii) issuances of bonds (not applicable to BBVA except with respect to convertible bonds); (iv) limitation or supression of the preemptive rights to subscribe for new shares; (v) transformations, mergers, spin-offs and assignments of assets and liabilities; and (vi) the transfer of the registered office abroad, shall require the favorable vote of (a) a majority of the share capital present or represented at the meeting if such share capital present or represented exceeds 50% of the total share capital, or (b) if the share capital present or represented by proxy on the second convening constitutes less than 50% but more than 25% of the total share capital, the approval of two-thirds of the share capital present or represented by proxy at such meeting. In addition, the adoption of resolutions that require special quorums according to our bylaws require a favorable vote of a majority of the share capital present or represented.
Validly adopted resolutions are binding on all the shareholders, including those who were absent, dissented or abstained from voting.
Any resolution adopted at the general shareholders’ meeting that is contrary to Spanish law, to the bylaws or to the general shareholders’ meeting regulations, or that are deemed detrimental to BBVA’s interests to the benefit of one or more shareholders or third parties can be contested. Any director, any third party who proves a legitimate interest, and any shareholder who acquired such status before the resolution was adopted, as long as they represent at least 0.1% of the share capital of BBVA, may contest corporate resolutions. If the resolution is contrary to public order, it can be contested by any director, third party or any shareholder, even if he or she acquired such status after the resolution was adopted.
Appointment of Directors
Pursuant to our bylaws, our board of directors includes a minimum of 5 and a maximum of 15 directors who are elected by the general shareholders’ meeting (other than as described in the following paragraph regarding co-opted directors). Directors are appointed for a term of three years, and may be re-elected one or more times for successive terms not exceeding three years.
Under the Spanish Companies Act, in the event of a vacancy on the BBVA Board of Directors, a shareholder or group of shareholders that owns an aggregate number of ordinary shares equal to or greater than the result of dividing the total capital stock by the number of directors on the BBVA Board of Directors, has the right to appoint a corresponding proportion of the directors (rounded down to the nearest whole number) to the Board of Directors. Shareholders who exercise the right to appoint directors in accordance with the above may not vote on the appointment of other directors to the BBVA Board of Directors. Under the Spanish Companies Act, the BBVA Board of Directors may also designate directors by interim appointment to fill vacancies (co-option). If a director has been co-opted, such director will have a term of office ending on the first general shareholders’ meeting held following such co-option. The general shareholders’ meeting may then ratify such director’s appointment for the term of office remaining of the director whose vacancy has been covered through co-option, or appoint such director for the term of office established under our bylaws (currently, three years).
Under Spanish law, any new directors shall comply with the suitability criteria set forth in, among other applicable legislation, Law 10/2014, Royal Decree 84/2015, of February 13 and Bank of Spain Circular 2/2016, of February 2.
Preemptive Rights
Pursuant to the Spanish Companies Act, shareholders have preemptive rights to subscribe for (i) new ordinary shares issued in the context of a capital increase involving cash contributions (except where the capital increase is due to the conversion of convertible securities into BBVA ordinary shares, the absorption of another company, or the absorption of all or part of the assets of another company by means of a spin-off of such company) and (ii) securities which are convertible into BBVA ordinary shares. These preemptive rights may be completely or partially excluded in certain circumstances in accordance with the Spanish Companies Act, following a resolution passed at the general shareholders’ meeting (which may, for example, authorize the Board of Directors to exclude preemptive rights). BBVA reserves the right to propose to the general shareholders’ meeting that such preemptive rights be completely or partially excluded in any future issuance of new ordinary shares or securities which are convertible into BBVA ordinary shares.
Dividends and Distributions
Shareholders have the right to participate in the distribution of corporate earnings. Pursuant to our bylaws, dividends may be paid in cash or in kind.
Once the requirements under Spanish law and our bylaws are satisfied, dividends may be distributed and charged to the year’s profit or unrestricted reserves, provided that the value of BBVA’s total net assets is not, or as a result of such dividend would not be, less than BBVA’s share capital. In addition, BBVA must take into account any applicable capital adequacy requirements and any recommendations on payment of dividends, and any other required authorization or restriction that may be applicable. Capital adequacy requirements are applied on both a consolidated and individual basis. See “Item 4. Information on the Company— Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” and “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital” of our Annual Report.
On November 18, 2021, BBVA communicated that its Board of Directors agreed to establish a dividend policy consisting of an annual distribution of between 40% and 50% of the consolidated ordinary profit of each year, compared to the previous policy of distributing between 35% and 40%. This policy will be implemented through the distribution of an interim dividend for the year and a final dividend, with the possibility of combining cash distributions with share buybacks, all subject to the relevant authorizations and approvals applicable at any given time. For additional information, 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” of our Annual Report.
“Final” dividends for a year are proposed by the Board of Directors to be approved by the annual general shareholders’ meeting following the end of the year to which they relate. Additionally, the Board of Directors may approve the payment of “interim” dividends on account of the year’s end profits following the fulfillment of certain requirements under Spanish law, which payment is endorsed by the annual general shareholders’ meeting. Interim and final dividends are payable to shareholders of record on the record date for the dividend payment. Any unclaimed cash dividends revert to BBVA five years after declaration.
In addition, upon a liquidation, shareholders have the right to participate in the distribution of any net assets.
Form and Transfer
Ordinary shares are registered in book-entry form and are indivisible. Joint holders must nominate one person to exercise their rights as shareholders, though joint holders are jointly and severally (solidariamente) liable for all obligations arising from their status as shareholders.
Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (“Iberclear”), which manages the clearance and settlement system of the Spanish Stock Exchanges, maintains the central registry of ordinary shares which reflects (i) one or several proprietary accounts which show the balances of the participating entities’ (entidades participantes) proprietary accounts; (ii) one or several general third-party accounts that show the overall balances that the participating entities hold for third parties; (iii) individual accounts opened in the name of the owner, either an individual or legal person; and (iv) individual special accounts of financial intermediaries which use the optional procedure of settlement of orders. Each participating entity, in turn, maintains the detail records of the owners of the shares held in their general third-party accounts.
Transfers of ordinary shares quoted on the Spanish Stock Exchanges must be made by book-entry registry or delivery of evidence of title to the buyer, through or with the participation of a member of the Spanish Stock Exchanges that is an authorized broker or dealer. Transfers of ordinary shares may also be subject to certain fees and expenses.
Reporting Requirements
As our ordinary shares are listed on the Spanish Stock Exchanges, the acquisition or disposition of ordinary shares by shareholders must be reported within four business days of the acquisition or disposition to BBVA and the CNMV where:
•in the case of an acquisition, the acquisition results in that person or group holding 3% (or 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 60%, 70%, 75%, 80% or 90%) of BBVA’s total voting rights; or
•in the case of a disposal, the disposition reduces shares held by a person or group below a threshold of 3% (or 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 60%, 70%, 75%, 80% or 90%) of BBVA’s total voting rights.
The reporting requirements apply not only to the purchase or transfer of shares, but also to those transactions in which, without a purchase or transfer, the proportion of voting rights of an individual or legal entity reaches, exceeds or falls below the threshold that triggers the obligation to report as a consequence of a change in the total number of voting rights of BBVA on the basis of the information reported to the CNMV and disclosed by it.
Regardless of the actual ownership of the shares, any individual or legal entity with a right to acquire, transfer or exercise voting rights granted by the shares, and any individual or legal entity who owns, acquires or transfers, whether directly or indirectly, other securities or financial instruments which grant a right to acquire shares with voting rights, will also have an obligation to notify the company and the CNMV of the holding of a significant stake in accordance with applicable Spanish regulations. In addition, cash settled instruments creating long positions on underlying listed shares (such as BBVA’s) shall be disclosed if the specified shareholding thresholds are reached or exceeded. Cash holdings and holdings derived from financial instruments shall be aggregated for disclosure purposes. A disclosure exemption for shareholding positions held by financial entities in their trading books as a result of the securities administration and custody services rendered by such financial entities is available pursuant to Article 33.2 of the Spanish Royal Decree 1362/2007. In the event that the individual or legal entity entering into the relevant transaction is a non-Spanish resident, notice must also be given to the Spanish Registry of Foreign Investments (Registro de Inversiones Exteriores) of the Ministry of Industry, Trade and Tourism (Ministerio de Industria, Comercio y Turismo). See “—Exchange Controls and Restrictions on Foreign Investment” for additional information, including on certain temporary measures which have been adopted in connection with foreign direct investments.
In the case of individuals or legal entities resident in jurisdictions designated as tax havens or in countries or territories levying no taxes or with which Spain has no effective exchange of tax information, the threshold that triggers the obligation to disclose the acquisition or disposition of shares is reduced to 1% (and successive multiples of 1%).
Additionally, since BBVA is a credit entity, any person who intends to acquire a significant participation in BBVA’s share capital must comply with certain obligations imposed by the Bank of Spain. See “—Restrictions on Acquisitions of Ordinary Shares”.
Requirements Applicable to Purchases by BBVA and its Directors and Senior Managers
Acquisition of Own Shares
Article 77.1 of CRR establishes that a credit institution (such as BBVA) shall obtain the prior permission from its competent authority (the ECB in the case of BBVA) in order to repurchase its own shares.
Additionally, BBVA is required to report to the CNMV any acquisition by BBVA or any of its affiliates, of BBVA’s own shares which, together with all other acquisitions since the last notification, reaches or exceeds 1% of BBVA’s share capital (irrespective of whether any own shares have been sold in the same period). In such circumstances, the notification must be made within four stock exchange business days and include the number of shares acquired since the last notification (detailed by transaction), the number of shares sold (detailed by transaction) and the resulting net holding of treasury shares.
On January 30, 2024, and in relation with the shareholders ordinary distribution for 2023, BBVA announced its intention to execute a 781 million euro share buy-back program, subject to obtaining the corresponding regulatory authorizations and to the communication of the specific terms and conditions of the share buy-back program before its execution.
Acquisition of Shares by BBVA Directors and Senior Managers
Each member of the BBVA Board of Directors, as well as persons closely associated to them, shall notify BBVA and the CNMV of every transaction conducted on their own account relating to BBVA shares or debt instruments issued by BBVA or to derivatives or other financial instruments linked thereto, according to Article 19 of Regulation (EU) n.º 596/2014, of the European Parliament and of the Council, of April 16, 2014, on market abuse, within three business days after the date of the transaction.
Senior managers of BBVA, as well as persons closely associated to them, are also subject to the abovementioned reporting rules.
Net Short Positions
In accordance with Regulation (EU) No. 236/2012 of the European Parliament and of the Council of March 14, 2012 on short selling and certain aspects of credit default swaps (as further supplemented by several delegated regulations regulating technical aspects necessary for its effective enforceability and to ensure compliance with its provisions), net short positions on shares listed on the Spanish Stock Exchanges (including BBVA shares) equal to, or in excess of, 0.2% of the relevant entity’s share capital and any increases or reductions thereof by 0.1% are required to be disclosed to the CNMV. If the net short position reaches 0.5%, and also at every 0.1% above that, the CNMV will disclose the net short position to the public.
In response to COVID-19, on March 16, 2020, the European Securities and Markets Authority (“ESMA”) lowered the aforementioned threshold from 0.2% to 0.1%, requiring net short position holders to report positions of 0.1% and above. This measure was renewed on September 18, 2020 and on December 17, 2020 until March 19, 2021. The European Commission adopted the decision to permanently lower the threshold from 0.2% to 0.1% on September 27, 2021, which decision was published in the Official Journal on January 11, 2022. Additionally, in line with other European supervisors, on March 16, 2020, the CNMV banned net short positions in shares admitted to trading to Spanish trading venues for which the CNMV is the competent authority as well as to all related instruments relevant for the calculation of the net short position. The CNMV ban became ineffective on May 18, 2020.
The notification or disclosure mentioned above shall be made not later than at 15:30 (CET) on the trading day following the day when the relevant threshold was reached, exceeded or fallen below.
Notification is mandatory even if the same position has already been notified to the CNMV in compliance with transparency obligations previously in force.
The information to be disclosed is set out in Table 1 of Annex I of Delegated Regulation 826/2012, according to the format approved as Annex II of such Regulation. The information will be published, where appropriate, on a web page operated or supervised by the CNMV.
Moreover, pursuant to Regulation 236/2012, where the CNMV considers that (i) there are adverse events or developments that constitute a serious threat to financial stability or to market confidence (for example, serious financial, monetary or budgetary problems, which may lead to financial instability or unusual volatility causing significant downward spirals in any financial instrument); and (ii) the measure is necessary and will not be disproportionately detrimental to the efficiency of financial markets in view of the advantages sought, it may, following consultation with the ESMA, take any one or more of the following measures:
•impose additional notification obligations by either (a) reducing the thresholds for the notification of net short positions in relation to one or several specific financial instruments; and/or (b) requesting the parties involved in the lending of a specific financial instrument to notify any change in the fees requested for such lending; and
•restrict short selling activity by either prohibiting or imposing conditions on short selling.
In addition, according to Regulation 236/2012, where the price of a financial instrument has fallen significantly during a single day in relation to the closing price on the previous trading day (10.0% or more in the case of a liquid share such as a BBVA share), the CNMV may prohibit or restrict short selling of financial instruments for a period not exceeding the end of the trading day following the trading day on which the fall in price occurs.
Finally, Regulation 236/2012 also vests powers to ESMA in order to take measures similar to the ones described above in exceptional circumstances, when the purpose of these measures is to deal with a threat affecting several European Union member states and the competent authorities of these member states have not taken adequate measures to address it.
Change of Control Provisions and Tender Offers
Certain antitrust regulations may delay, defer or prevent a change of control of BBVA in the event of a merger, acquisition or corporate restructuring. In Spain, the application of both Spanish and European antitrust regulations requires that prior notice of domestic or cross-border merger transactions be given in order to obtain a “non-opposition” ruling from antitrust authorities.
Spanish regulation of takeover bids may also delay, defer or prevent a change of control of BBVA or any of its subsidiaries in the event of a merger, acquisition or corporate restructuring. Act 6/2023, of 17 March, on the Securities Markets and Investment Services and Royal Decree 1066/2007 set forth the Spanish rules governing takeover bids. In particular:
•a bidder must make a tender offer in respect of 100% of the issued share capital of a target company if:
◦it acquires an interest in shares which (taken together with shares in which persons acting in concert with it are interested) carry 30% or more of the voting rights of the target company
if this threshold is reached by an acquiring shareholder due to a variation of the total number of voting rights of a target company which has issued loyalty shares in the terms described in article 527 ter et seq. of the Spanish Companies Act, the acquiring shareholder is entitled not to make such tender offer in case it sells the shares necessary to fall below such 30% threshold in the subsequent three months, such acquiring shareholder waives its loyalty voting rights exceeding such 30% threshold or obtains a waiver issued by the CNMV;
◦it acquires an interest in shares which (taken together with shares in which persons acting in concert with it are interested) carry less than 30% of the voting rights but enable the bidder to appoint a majority of the members of the target company’s board of directors; or
◦it held 30% or more but less than 50% of the voting rights of the target company on the date the law came into force, and subsequently:
▪acquires, within 12 months, an additional interest in shares which carries 5% or more of such voting rights;
▪acquires an additional interest in shares so that the bidder’s aggregate interest carries 50% or more of such voting rights; or
▪acquires an additional interest in shares which enables the bidder to appoint a majority of the members of the target company’s board of directors;
•if a bidder’s actions do not fall into the categories described above, such acquisition may qualify as an “a priori” or partial tender offer (i.e., in respect of less than 100% of the issued share capital of a target company), in which case such bidder would not be required to make a tender offer in respect of 100% of the issued share capital of a target company;
•the board of directors of a target company is exempt from the rule prohibiting certain board interference with a tender offer (the “passivity rule”), provided that (i) it has been authorized by the general shareholders’ meeting to take action or enter into a transaction which could disrupt the offer, or (ii) it has been released from the passivity rule by the general shareholders’ meeting vis-à-vis bidders that are not domiciled in Spain and whose boards of directors are not subject to an equivalent passivity rule;
•defensive measures included in a listed company’s bylaws and transfer and voting restrictions included in agreements among a listed company’s shareholders will remain in place whenever the company is the target of a tender offer unless the general shareholders’ meeting resolves otherwise (in which case any shareholders whose rights are diluted or otherwise adversely affected may be entitled to compensation); and
•if, as a result of a tender offer in respect of 100% of the issued share capital of a target company, the bidder acquires an interest in shares representing at least 90% of the voting rights of the target company and the offer has been accepted by investors representing at least 90% of the voting rights of the target company (provided such voting rights are distinct from those already held by the bidder), the bidder may force the holders of the remaining share capital of the company to sell their shares. The minority holders shall also have the right to force the bidder to acquire their shares under these same circumstances.
As further described below in “—Restrictions on Acquisitions of Ordinary Shares”, since BBVA is a bank, it is necessary to obtain approval from the Bank of Spain in order to acquire a number of shares considered to be a significant participation under Law 10/2014. Also, any agreement that contemplates BBVA’s merger with another credit entity requires the authorization of the Ministry of Economic Affairs and Digital Transformation (Ministerio de Asuntos Económicos y Transformación Digital). This could delay, defer or prevent a change of control of BBVA or any of its subsidiaries that are credit entities in the event of a merger.
Exchange Controls and Restrictions on Foreign Investments
Exchange Controls
In 1991, Spain adopted the EU Standards for free movement of capital and services. As a result, foreign investors may transfer invested capital, capital gains and dividends out of Spain without limitation as to amount, subject to applicable taxes. See “Item 10. Additional Information—Taxation” of the Annual Report.
Pursuant to Royal Decree 664/1999, of April 23 (repealed by RD 571/2023), on the Applicable rules to Foreign Investments, foreign investors may freely invest in shares of Spanish companies except in the case they fall within the scope of article 7 bis of Law 19/2003, enacted in March 2020, Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17 (as amended by article 62 of Royal Decree-Law 20/2022, of December 27), or—only with respect to investments in the defense sector—article 11 of Royal Decree 664/1999, of April 23. For information on certain additional regulation applicable to foreign direct investments, see “—Restrictions on Foreign Investments” below. Likewise, Royal Decree 664/1999, of April 23, and Law 19/2003, on exchange controls and foreign transactions, required notification of all foreign investments in Spain and liquidations of such investments upon completion of such investments to the Investments Registry of the Ministry of Economy Affairs and Digital Transformation for administrative statistical and economical purposes. Shares in listed Spanish companies acquired or held by foreign investors needed to be reported to the Spanish Registry of Foreign Investments by the depositary bank or relevant Iberclear member. When a foreign investor acquires shares that are subject to the reporting requirements of the CNMV regarding significant stakes, notice must be given directly by the foreign investor to the relevant authorities.
The Spanish Government approved Royal Decree 571/2023, of July 4, on foreign investments (the “New Spanish FDI Regulations”), which repeals Royal Decree 664/1999 and develops Law 19/2003. The New Spanish FDI Regulations came into force on September 1, 2023, and their provisions apply to FDI (as defined below) filings submitted from that date onwards (ongoing FDI filings as of such date are governed by the former regulations). Royal Decree 571/2023 was further developed by Order ECM 57/2024, of January 29, setting forth the templates for the declarations in foreign investments.
These new Spanish FDI Regulations set out: (i) post-closing notification obligations for foreign investments in Spain for statistical purposes; (ii) post-closing notification obligations for Spanish investments in foreign countries for statistical purposes; and (iii) most significantly, amended and developed rules for Spanish FDIs screening mechanisms (“Screening Mechanisms”), under which the closing of specific FDIs requires prior authorization through both EU-law based general FDI screening, regulated in article 7 bis of Law 19/2003 (“General FDI Screening Mechanism”), and sector-specific screening (which applies to activities directly related to Spanish National Defense, the acquisition of real estate for diplomatic purposes by non-EU Member States and investments in activities directly related to weapons, cartridges, pyrotechnic items and civil use explosives or other material to be used by the State Security Forces and Bodies), which is a new mechanism.
These Screening Mechanisms do not prohibit foreign investments in Spain; rather, they are mandatory authorization procedures to be carried out prior to closing specific transactions. In particular, the General FDI Screening Mechanism brings the Spanish screening framework in line with that set out in the European Union laws, in particular, Regulation (EU) 2019/452, which allows Member States to adopt mechanisms to screen FDIs in the European Union. The banking activity itself is not expressly mentioned in the FDI sectors subject to the General FDI Screening Mechanism, which are the following: Critical infrastructure, Critical and dual-use technologies, Key technologies for industrial leadership and training, technologies developed pursuant to projects or programs of particular interest to Spain, Supply of critical inputs, sectors with access to or control to sensitive information and Media.
Moreover, investments by foreigners domiciled in enumerated tax haven jurisdictions, under Royal Decree 1080/1991, are subject to special reporting requirements.
Restrictions on Foreign Investments
Exchange controls and foreign investments are regulated under Law 19/2003, of July 4 (“Law 19/2003”), as amended pursuant to Royal Decree-Law 8/2020, of March 17, Royal Decree-Law 11/2020, of March 31 and Royal Decree-Law 34/2020, of November 17. Foreign investments are generally liberalized unless they fall within the scope of article 7 bis of Law 19/2003, enacted in March 2020, Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17, or—only with respect to investments in the defense sector—article 11 of Royal Decree 664/1999 (repealed by RD 571/2023), of April 23.
Article 7 bis of Law 19/2003 establishes a screening mechanism for certain investments made by non-EU and non-EFTA residents (“foreign investors”), based on public order, public health and public security reasons (the “Screening Mechanism”). The Screening Mechanism aligns part of the Spanish foreign investment legal framework with Regulation (EU) 2019/452 of March 19, 2019 establishing a framework for the screening of foreign direct investments into the European Union. Certain provisions of Regulation (EU) 2019/452—such as the list of sectors affecting public order and public security or the definition of state-owned enterprises and other similar investors—are mirrored in the regulations establishing the Screening Mechanism.
In addition, and according to Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17 (as amended first by article 4 of Royal Decree-Law 27/2021, of November 23, and ultimately by article 62 of Royal Decree-Law 20/2022, of December 27), effective November 19, 2020 and until December 31, 2024, the following persons will also be deemed to be foreign investors, provided they invest in listed companies or the investment value exceeds 500 million euros—for investments in private – non listed – companies:
•EU and EFTA residents in countries other than Spain, and
•Spanish residents beneficially owned by EU or EFTA residents in countries other than Spain, that is, those in which a EU or EFTA resident other than in Spain ultimately owns or controls more than 25% of the share capital or voting rights of, or otherwise exercises control over, the Spanish resident.
Foreign direct investments ("FDI") are:
•investments that result in a foreign investor reaching a stake of at least 10% of the share capital of a Spanish company; and
•any corporate transaction, business action or legal transaction which enables effective participation in the management or control of a Spanish company.
Not all foreign direct investments are subject to the Screening Mechanism. Investors are subject to the Screening Mechanism only if they qualify as FDI and the investment is made in one of the critical sectors mentioned in article 7 bis of Law 19/2003, is made pursuant to what is foreseen in Sole Transitional Provision of Royal Decree-Law 34/2020, of November 17, or—only where the investor is a Non-UE or non-EFTA investor—by investors that meet certain subjective criteria regardless of the business of the target.
Foreign direct investments by the following “foreign investors” are also subject to the Screening Mechanism, regardless of the business of the target:
•Investors directly or indirectly controlled by the government, including state bodies or armed forces, of a non EU/EFTA country.
•Investors that have already made an investment affecting national security, public order or public health in another EU Member State, including an investment in any of the above-mentioned sectors.
•Investors subject to ongoing judicial or administrative proceedings for engaging in illegal or criminal activities.
Foreign direct investments by the following non-EU and non-EFTA investors are also subject to the Screening Mechanism, regardless of the business of the target:
•Investors directly or indirectly controlled by a non-EU and non-EFTA government, including state bodies, armed forces or sovereign wealth funds; the possibility of exercising decisive influence as a result of an agreement or through the ownership of shares or interests in another person (directly or indirectly) is deemed to constitute “control” for these purposes.
•Investors that have already made an investment affecting national security, public order or public health in another EU Member State, including an investment in any of the above-mentioned sectors.
•If there is a serious risk that the investor engages in illegal or criminal activities affecting national security, public order or public health in Spain.
Foreign direct investments described above shall be subject to prior administrative authorization granted by the relevant Spanish Authority, in accordance with the administrative conditions established.
In addition to the above, pursuant to Council Regulation (EU) 2022/318 of February 25, 2022, it shall be prohibited to sell euro denominated transferable securities issued after April 12, 2022 or units in collective investment undertakings providing exposure to such securities, to any Russian national or natural person residing in Russia or any legal person, entity or body established in Russia. This restriction shall not apply to nationals of a Member State or natural persons having a temporary or permanent residence permit in a Member State.
See also “—Restrictions on Acquisitions of Ordinary Shares” below.
Restrictions on Acquisitions of Ordinary Shares
BBVA’s bylaws do not provide any restrictions on the ownership of ordinary shares. Because BBVA is a Spanish bank, however, the acquisition or disposition of a significant participation of BBVA shares is subject to certain restrictions. Such restrictions may impede a potential acquirer’s ability to acquire BBVA shares and gain control of BBVA. See also “—Exchange Controls and Restrictions on Foreign Investments”.
Pursuant to Law 10/2014, any individual or corporation, acting alone or in concert with others, intending to directly or indirectly acquire a significant holding in a Spanish financial institution (as defined in Article 16 of Law 10/2014) or to directly or indirectly increase its holding in such way that either the percentage of voting rights or of capital owned were equal to or more than any of the thresholds of 20%, 30% or 50%, or by virtue of the acquisition, might take control over the financial institution, must first notify the Bank of Spain. For the purpose of Law 10/2014, a significant participation is considered to be 10% of the outstanding share capital or voting rights of a financial institution or a lower percentage if such holding allows for the exercise of a significant influence. Secondary legislation will specify when “significant influence” exists; in any case, according to Royal Decree 84/2015, of February 13, the capacity to appoint or dismiss a Board member will be considered “significant influence”.
The Bank of Spain will be responsible for evaluating the proposed transaction, in accordance with the terms established by Law 10/2014 (as stated in Article 18.1 of Law 10/2014) with a view to guaranteeing the sound and prudent operation of the target financial institution. The Bank of Spain will then submit a proposal to the European Central Bank, which will be in charge of deciding upon the proposed transaction in the term of 60 business days after the date on which the notification was received.
Any acquisition made without such prior notification, or conducted before 60 business days have elapsed since the date of such notification, or made in circumstances where the European Central Bank has objected, will produce the following results:
•the acquired shares will have no voting rights;
•if considered appropriate, the target bank may be taken over by the relevant regulator or its directors replaced in accordance with Title III of Law 10/2014; and
•a sanction may be imposed under Title IV of Law 10/2014.
Any individual or institution that intends to sell its significant participation in a bank or reduce its participation below the above-mentioned percentages, or which, because of such sale, will lose control of the entity, must give prior notice to the Bank of Spain, indicating the amount it intends to sell and the period in which the transaction is to be executed. Non-compliance with this requirement may result in sanctions.
Furthermore, pursuant to Law 10/2014, any natural or legal person, or such persons acting in concert, who has acquired, directly or indirectly, a holding in a Spanish bank so that the proportion of the voting rights or of the capital held reaches or exceeds 5%, must immediately notify in writing the Bank of Spain and the relevant Spanish bank, indicating the size of the acquired holding.
Lastly, Law 19/2003, of July 4, on the legal regime of capital circulation and overseas economic transactions (Ley 19/2003, de 4 de julio, sobre régimen jurídico de los movimientos de capitales y de las transacciones económicas con el exterior), as amended, among others, pursuant to Royal Decree-law 8/2020, of March 17, Royal Decree-law 11/2020, of March 31, Royal Decree-law 34/2020, of November 17 and Royal Decree-law 20/2022 of December 27, stipulates the suspension of the liberalization regime of foreign direct investment in Spain for investments made by non-residents in the EU or in the European Free Trade Association in Spanish entities of certain sectors, where the resulting stake of the relevant investor is at least 10% of the share capital of the corresponding Spanish entity, or whereby as a consequence of the relevant transaction the investor effectively participates in the management or control of the relevant Spanish entity. This suspension applies to investments made in certain sectors (the banking and finance sector not being specifically included), to investments whereby the foreign investor is directly or indirectly controlled by a third-country government or public body, as well as if the Spanish government considers that the relevant investment may affect public safety, public order or public health, and is subject to certain limitations and simplifications. This suspension implies that none of the aforementioned investments may be made without Spanish governmental authorization, and will apply until the Spanish Council of Ministers lifts such suspension. Moreover, Royal Decree-law 20/2022, of December 27, has extended the regime of suspension of liberalization of certain foreign direct investments in Spain regulated in paragraphs 2 and 5 of Article 7 bis of Law 19/2003, of July 4, 2003, until December 31, 2024, to foreign direct investments in companies listed in Spain, or in unlisted companies if the value of the investment in Spain exceeds €500 million, made by residents of other countries of the European Union and the European Free Trade Association (EFTA).
Shareholders’ Agreements
Act 6/2023, of 17 March, on the Securities Markets and Investment Services, as amended (the “Spanish Securities Market Act”) and the Spanish Companies Act require parties to disclose certain types of shareholders’ agreements that affect the exercise of voting rights at a general shareholders’ meeting or contain restrictions or conditions on the transferability of shares or bonds that are convertible or exchangeable into shares. If any shareholders enter into such agreements with respect to BBVA’s shares, they must disclose the execution, amendment or extension of such agreements to BBVA and the CNMV and file such agreements with the appropriate Commercial Registry. Failure to comply with these disclosure obligations renders any such shareholders’ agreement unenforceable and constitutes a material infringement of the Spanish Securities Market Act. In particular, a shareholders’ agreement will have no effect with respect to the regulation of the right to vote in general shareholders’ meetings and restrictions or conditions on the free transferability of shares and bonds convertible into shares until such time as the aforementioned disclosure and filing are made.
Upon request by the interested parties, the CNMV may waive the requirement to disclose and file a shareholder’s agreement when making the shareholders’ agreement public could cause harm to the affected company.
Payment of Taxes
Holders of ordinary shares are responsible for any taxes or other governmental charges payable on their ordinary shares, including any taxes payable on transfer. The paying agent or the transfer agent, as the case may be, may, and upon instruction from BBVA, will:
•refuse to effect any registration of transfer of such ordinary shares or any split-up or combination thereof until such payment is made; or
•withhold or deduct from any distributions on such ordinary shares or sell for the account of the holder thereof any part or all of such ordinary shares (after attempting by reasonable means to notify such holder prior to such sale), and apply, after deduction for its reasonable expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the holder of such ordinary shares remaining liable for any deficiency.
Exercise of Spanish Bail-in Power and Other Resolution Tools
Our ordinary shares (including those represented by ADSs) may be subject to the exercise of the Spanish Bail-in Power by the Spanish Resolution Authority, which may include and result in any of the following, or some combination thereof, among others: (i) the cancellation of such securities; (ii) the transfer of such securities to creditors of BBVA; (iii) the conversion of other securities or obligations of BBVA into ordinary shares of BBVA thereby diluting the shareholding of the holders of ordinary shares; and (iv) the variation of the terms of such securities or the rights of the holders thereunder, including to give effect to the exercise of the Spanish Bail-in Power by the Spanish Resolution Authority. See “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks—The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation— Capital Requirements, MREL and Resolution” in our Annual Report.
Non-Voting, Redeemable and Privileged Shares
Our bylaws authorize us to issue ordinary, non-voting, redeemable and privileged shares. As of the date of the filing of the Annual Report, we have no non-voting, redeemable or privileged shares outstanding. The provisions of our bylaws relating to such shares are described below.
Privileged Shares
BBVA may issue shares that confer some privilege over ordinary shares under legally established terms and conditions, complying with the formalities prescribed for amending our bylaws.
Redeemable Shares
BBVA may issue shares that are redeemable at our or the holders’ request, or both, for a nominal amount no greater than one quarter of our share capital. Redemption of any such shares may only occur according to the terms set forth when they are issued. If the redemption right was attributed exclusively to us, we may not enforce it until three years have elapsed since the issue. Redeemable shares must be fully paid up at the time of their subscription.
The redemption of redeemable shares must be charged to earnings or to free reserves or be made with the proceeds of a new share issuance made under a resolution from the general shareholders’ meeting or, as the case may be, from the Board of Directors, for the purpose of financing the redemption transaction. If the redemption of these shares is charged to earnings or to free reserves, the Company must set up a reserve for the amount of the nominal value of the shares redeemed. If the redemption is not charged to earnings or free reserves or made with the proceeds of the issuance of new shares, it may only be carried out under the requirements established for the reduction of share capital by refunding contributions.
Non-Voting Shares
BBVA may issue shares with no voting rights within legally established limits. Holders of such shares are entitled to receive a minimum fixed or variable annual dividend, as resolved by the general shareholders’ meeting and/or the Board of Directors at the time of deciding to issue the shares. In addition, the right of non-voting shares to accumulate unpaid dividends whenever funds to pay dividends are not available, any preemptive subscription rights associated with non-voting shares, and the ability of holders of non-voting shares to recover voting rights must be established at the time of deciding to issue the shares. Once the minimum dividend has been agreed upon, holders of non-voting shares will be entitled to the same dividend as holders of ordinary shares.
Certain Other Provisions Regarding Shareholders’ Rights
Our bylaws do not contain any provisions relating to sinking funds or potential liability of shareholders to further capital calls by us.
Certain Powers of the Board of Directors
Provisions regarding directors are generally contained in our bylaws. In addition, our board regulations govern the internal procedures and operation of the Board of Directors and its committees and directors’ rights and duties as described in their respective charters.
The board regulations prohibit a director from deliberating or voting on resolutions or decisions in which they or a related party may have a direct or indirect conflict of interest (unless such decisions are related to the appointment or removal of positions on the management body). The board regulations require that directors resign from their position upon reaching 75 years of age, and must submit their resignation at the first meeting of the Board of Directors to be held after the general shareholders’ meeting approving the accounts for the financial year in which they reach said age. Directors are not required to hold shares of BBVA in order to be appointed as such.
Information about directors’ compensation, including remuneration in shares, is included under “Item 6. Directors, Senior Management and Employees—Compensation” in our Annual Report.
DESCRIPTION OF BBVA AMERICAN DEPOSITARY SHARES
The depositary, The Bank of New York Mellon (the “Depositary”), registers and delivers BBVA ADSs. Each BBVA ADS represents an ownership interest in one ordinary share. The ordinary shares will be deposited with BBVA, The Bank of New York Mellon’s custodian in Spain. Each BBVA ADS will also represent securities, cash or other property deposited with The Bank of New York Mellon but not distributed to BBVA ADS holders. The Bank of New York Mellon’s corporate trust office is located at 240 Greenwich Street, New York, NY 10286.
BBVA ADSs may be held either (A) directly (i) by having an American Depositary Receipt, also referred to as a BBVA ADR, which is a certificate evidencing a specific number of BBVA ADSs, registered in the holder’s name, or (ii) by having BBVA ADSs registered in the holder’s name in the Direct Registration System (“DRS”), or (B) indirectly by holding a security entitlement in BBVA ADSs through a broker or other financial institution. If a person holds BBVA ADSs directly, such person is an ADS registered holder. The information provided in this section “Description of BBVA American Depositary Shares” describes the rights and procedures for ADS registered holders. Persons who hold BBVA ADSs indirectly must rely on the procedures of their broker or other financial institution to assert the rights of BBVA ADS registered holders described herein.
The DRS is a system administered by The Depository Trust Company (“DTC”) pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs.
BBVA ADS holders are not BBVA shareholders and do not have shareholder rights. Because The Bank of New York Mellon will actually hold the underlying ordinary shares, holders must rely on The Bank of New York Mellon to exercise the rights of a shareholder. The obligations of The Bank of New York Mellon are set out in the Deposit Agreement. The Deposit Agreement and the BBVA ADSs are governed by New York law.
The following is a summary of certain material terms of the Deposit Agreement. The Deposit Agreement is included as Exhibit 1 to BBVA’s Registration Statement on Form F-6 filed with the SEC on November 5, 2007.
Deposit and Withdrawal of Deposited Securities
The Depositary has agreed that upon the execution in favor of the Depositary or its nominee and delivery to the custodian or Depositary (if to the Depositary, then at the expense and risk of the depositor) of either (i) a certificate of title which has been executed by a Spanish stockbroker and, if required, certificates representing such shares to the custodian together with any documents and payments required under the Deposit Agreement or (ii) any other evidence of ownership of shares as recognized under the laws of Spain from time to time, and acceptable to the custodian, the Depositary will have for delivery at the Depositary’s corporate trust office to or upon the order of the person specified by the depositor at the address set forth above, upon payment of the fees, charges and taxes provided in the Deposit Agreement, registered in the name of such person or persons as specified by the depositor, the number of BBVA ADSs issuable in respect of such deposit.
Upon surrender of BBVA ADSs at the Depositary’s corporate trust office, together with written instructions from the person or persons in whose name the BBVA ADSs are registered, and upon payment of such charges as are provided in the Deposit Agreement and subject to its terms, the Depositary will request the execution of evidence of ownership in favor of such persons designated in the written instrument and the delivery of such evidence of ownership (by book-entry transfer or physical delivery) of the deposited shares represented by the surrendered BBVA ADSs and any other property that the surrendered BBVA ADSs represent the right to receive. Such delivery is to take place at the office of the custodian or at the Depositary’s office as the person designated in the written instructions may request.
If a person presents for deposit shares with different distribution rights than other deposited shares, the Depositary must identify them separately until such time as the distribution rights are the same.
Dividends, Other Distributions and Rights
The Depositary has agreed to pay to holders of BBVA ADSs the cash dividends or other distributions it or the custodian receives on shares or other deposited securities after deducting its fees and expenses and according to applicable law. Holders of BBVA ADSs will receive these distributions in proportion to the number of shares their BBVA ADSs represent.
Cash
The Bank of New York Mellon will convert all cash dividends and other cash distributions in a foreign currency that it receives in respect of the deposited securities into U.S. dollars if in its judgment it can do so on a reasonable basis and can transfer the U.S. dollars to the United States.
Before making a distribution, any withholding taxes that must be paid will be deducted. The Bank of New York Mellon will distribute only whole U.S. dollars and cents. If the exchange rates fluctuate during a time when The Bank of New York Mellon cannot convert euros into U.S. dollars, holders of BBVA ADSs may lose some or all of the value of the distribution.
Ordinary Shares
If a distribution by BBVA consists of a dividend in, or free distribution of, ordinary shares, The Bank of New York Mellon may, or if BBVA requests, will, subject to the Deposit Agreement, distribute to the holders of outstanding BBVA ADSs, in proportion to their holdings, additional BBVA ADSs representing the number of ordinary shares received as such dividend or free distribution if BBVA furnishes it with evidence that it is legal to do so. The Bank of New York Mellon will only distribute whole BBVA ADSs. It will sell ordinary shares which would require it to deliver fractional BBVA ADSs and distribute the net proceeds thereof in the same way as it does with cash. If the additional BBVA ADSs are not so distributed, each BBVA ADS will represent the additional ordinary shares distributed in respect of the ordinary shares represented by such BBVA ADS prior to such dividend or free distribution.
Rights. If BBVA offers or causes to be offered to the holders of shares any rights to subscribe for additional shares or any rights of any other nature, The Bank of New York Mellon will either:
•make such rights available to holders of BBVA ADSs by means of warrants or otherwise, if The Bank of New York Mellon determines that it is lawful and feasible to do so; or
•if making such rights available is determined by The Bank of New York Mellon not to be lawful and feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments:
◦on a stock exchange on which such rights are listed;
◦on an over-the-counter market on which such rights are traded; or
◦with the written approval of BBVA, at a private sale,
at such place or places and upon such terms as The Bank of New York Mellon may deem proper, and allocate the proceeds of such sales for the account of the holders of the BBVA ADSs entitled to those proceeds, upon an averaged or other practicable basis without regard to any distinctions among such holders of BBVA ADSs due to exchange restrictions, or the date of delivery of any ADSs or otherwise.
The net proceeds allocated to the holders of BBVA ADSs so entitled will be distributed to the extent practicable in the case of a distribution in cash. The Bank of New York Mellon will not offer such rights to holders of BBVA ADSs having an address in the United States unless BBVA furnishes to The Bank of New York Mellon (i) evidence that a registration statement under the Securities Act is in effect or (ii) an opinion from U.S. counsel for BBVA, in a form satisfactory to The Bank of New York Mellon, to the effect that such distribution does not require registration under the provisions of the Securities Act.
Ordinary shares issuable upon exercise of preemptive rights must be registered under the Securities Act in order to be offered to holders of BBVA ADSs. If BBVA decided not to register those ordinary shares, the preemptive rights would not be distributed to holders of BBVA ADSs. Pursuant to the Deposit Agreement under which the BBVA ADSs are issued, however, the Depositary will use its best efforts to sell such rights that it receives and will distribute the proceeds of the sale to holders of BBVA ADSs.
Other Distributions
The Bank of New York Mellon will remit to holders of BBVA ADSs any other item of value BBVA distributes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, The Bank of New York Mellon may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution. The Bank of New York Mellon may sell, publicly or privately, what BBVA distributed and distribute the net proceeds in the same way as it does with cash.
The Bank of New York Mellon is not responsible if it decides that it is unlawful or impractical to make a distribution available to any BBVA ADS holders. BBVA has no obligations to register BBVA ADSs, ordinary shares, rights or other securities under the Securities Act. BBVA also has no obligation to take any other action to permit the distribution of BBVA ADSs, ordinary shares, rights or anything else to BBVA ADS holders. This means that holders of BBVA ADSs may not receive the distributions BBVA makes on its shares or any value for them if it is illegal or impractical for BBVA or The Bank of New York Mellon to make such distributions available to them.
Payment of Taxes
Holders of BBVA ADSs will be responsible for any taxes or other governmental charges payable on their BBVA ADSs or on the deposited securities underlying their BBVA ADSs, including any taxes payable on transfer. The Bank of New York Mellon may, and upon instruction from BBVA, will:
•refuse to effect any registration of transfer of such receipt or any split-up or combination thereof or any withdrawal of such deposited securities until such payment is made; or
•withhold or deduct from any distributions on such deposited securities or sell for the account of the holder thereof any part or all of such deposited securities (after attempting by reasonable means to notify such holder prior to such sale), and apply, after deduction for its expenses incurred in connection therewith, the net proceeds of any such sale in payment of such tax or other governmental charge, the holder of such receipt remaining liable for any deficiency.
Record Dates
The Bank of New York Mellon will fix a record date to establish which holders of BBVA ADSs are entitled to:
•receive a dividend, distributions or rights;
•receive the net proceeds of any sale;
•give instructions for the exercise of voting rights at any such meeting; and
•receive notice or solicitation to act in respect of any matter.
Voting of the Underlying Deposited Securities
BBVA has agreed in the Deposit Agreement that (i) the Depositary or its nominee, whichever is the registered holder of the ordinary shares represented by the BBVA ADSs, will have the same rights as any other registered holder of ordinary shares and (ii) consistent with BBVA’s bylaws, BBVA will observe the right of the Depositary, its nominee or registered holder of the ordinary shares to attend any ordinary or extraordinary general shareholders’ meeting and to vote or cause to be voted by proxy the ordinary shares with respect to the BBVA ADSs and that BBVA will not exercise any right it may have under its bylaws to reject or in any way impair such rights.
Once The Bank of New York Mellon receives notice in English of any matter affecting holders of ordinary shares, it will mail, as soon as practicable, such notice to the holders of BBVA ADSs. The notice will (i) contain the information in the notice of meeting, (ii) explain how holders as of a certain date may instruct The Bank of New York Mellon to vote the shares underlying their BBVA ADSs and (iii) contain a statement as to the manner in which instructions may be given.
The record holders of BBVA ADSs can instruct The Bank of New York Mellon to vote the shares underlying their BBVA ADSs. The Bank of New York Mellon will try, insofar as practicable, to cause the ordinary shares so represented to be voted in accordance with any nondiscretionary written instructions of BBVA ADS record holders received.
In the event the BBVA ADS record holders do not provide written instructions by a specified date, The Bank of New York Mellon will deem the BBVA ADR holder to have instructed it to give discretionary proxy to a person designated by the BBVA Board of Directors. However, this proxy must not be given to such a person if the Board of Directors informs The Bank of New York Mellon, in writing, that the Board of Directors either does not wish the proxy to be given, that substantial opposition exists or that the matter at hand materially affects the rights of BBVA shareholders.
Facilities and Register
The Bank of New York Mellon will maintain at its transfer office:
•facilities for the delivery and surrender of ordinary shares;
•facilities for the withdrawal of ordinary shares;
•facilities for the execution and delivery, registration, registration of transfer, combination and split-up of BBVA ADSs and the withdrawal of deposited securities; and
•a register for the registration and transfer of BBVA ADSs which, at all reasonable times, shall be open for inspection by holders of BBVA ADSs.
Reports and Notices
The Bank of New York Mellon will, at BBVA’s expense:
•arrange for the custodian to provide The Bank of New York Mellon copies in English of any reports and other communications that are generally made available by BBVA to holders of ordinary shares; and
•arrange for the mailing of such copies to all holders of BBVA ADSs.
BBVA has delivered to The Bank of New York Mellon and the custodian a copy of the provisions of or governing ordinary shares. Promptly after any amendment, BBVA will deliver to The Bank of New York Mellon and the custodian a copy in English of such amended provisions. The Bank of New York Mellon may rely upon such copy for all the purposes of the Deposit Agreement.
The Bank of New York Mellon will, at BBVA’s expense, make available for inspection by BBVA ADS holders at the corporate trust office, the office of the custodian and at any other designated transfer office any reports and communications received from BBVA that are made generally available to holders of ordinary shares.
Amendment and Termination of the Deposit Agreement
The BBVA ADSs and the Deposit Agreement may at any time be amended by agreement between BBVA and The Bank of New York Mellon.
Any amendment that would impose or increase any charges (other than transmission and delivery charges incurred at the request of depositors of ordinary shares or holders of BBVA ADSs, transfer, brokerage, registration fees and charges in connection with conversion of currencies, and taxes and other governmental charges) or that will otherwise prejudice any substantial existing right of BBVA ADS holders will not become effective as to outstanding BBVA ADRs until three months have expired after notice of such amendment has been given to the holders of the BBVA ADRs.
In no event will any amendment impair the right of any BBVA ADS holder to surrender such BBVA ADSs and receive in return the ordinary shares and other property which those surrendered BBVA ADSs represent, except in order to comply with mandatory provisions of applicable law.
At BBVA’s direction, The Bank of New York Mellon will terminate the Deposit Agreement by giving notice of such termination to the record holders of BBVA ADSs at least 30 days prior to the date fixed in that notice for the termination. The Bank of New York Mellon may terminate the Deposit Agreement at any time commencing 90 days after delivery of a written resignation, provided that no successor Depositary has been appointed and no successor Depositary has accepted its appointment before the end of those 90 days.
After the date that has been fixed for termination, The Bank of New York Mellon and its agents will perform no further acts under the Deposit Agreement, other than:
•advise record holders of BBVA ADSs of such termination;
•receive and hold distributions on ordinary shares; and
•deliver ordinary shares and distributions in exchange for BBVA ADSs surrendered to The Bank of New York Mellon.
As soon as practicable after the expiration of six months from the date that has been fixed for termination, The Bank of New York Mellon will sell ordinary shares and other deposited securities and may hold the net proceeds of any such sale together with any other cash then held by it under the provisions of the Deposit Agreement, without liability for interest, for the pro rata benefit of the holders of BBVA ADRs that have not yet surrendered their BBVA ADRs.
Fees and Expenses
The fees payable under the Deposit Agreement, either directly or indirectly, by a holder of ADSs are set forth under “Item 12. Description of Securities Other than Equity Securities—American Depositary Shares” in our Annual Report.
The Depositary collects its fees for delivery and surrender of BBVA ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the Depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the BBVA ADS program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Limitations on Obligations and Liability to BBVA ADS Holders
The Deposit Agreement expressly limits BBVA’s obligations and the obligations of The Bank of New York Mellon, and it limits BBVA’s liability and the liability of The Bank of New York Mellon. BBVA and The Bank of New York Mellon:
•are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;
•are not liable for any action or inaction if either relies upon the advice of, or information from, legal counsel, accountants, any person presenting shares for deposit, any holder, or any other person believed to be competent to give such advice or information;
•are not liable if either is prevented or delayed by law or circumstances beyond their control from performing their obligations under the Deposit Agreement;
•are not liable if either exercises discretion permitted under the Deposit Agreement;
•have no obligation to become involved in a lawsuit or other proceeding related to the BBVA ADSs or the Deposit Agreement on behalf of holders of BBVA ADSs or on behalf of any other party; and
•may rely upon any documents they believe to be genuine and to have been signed or presented by the proper party.
The Bank of New York Mellon will not be liable for its failure to carry out any instructions to vote BBVA’s securities or for the effects of any such vote.
Other General Limitations on Liability to BBVA ADS Holders
Neither The Bank of New York Mellon, its agents, nor BBVA will incur any liability if prevented or delayed in performing its obligations under the Deposit Agreement by reason of:
•any present or future law;
•any act of God;
•a war;
•the threat of any civil or criminal penalty; or
•any other circumstances beyond their respective control.
The obligations and liabilities of BBVA and its agents and The Bank of New York Mellon and its agents under the Deposit Agreement are expressly limited to performing their respective obligations specifically set forth and undertaken by them to perform in the Deposit Agreement without negligence or bad faith.
In the Deposit Agreement, BBVA and The Bank of New York Mellon agree to indemnify each other under certain circumstances.
General
The Bank of New York Mellon will act as registrar of the BBVA ADSs or, upon BBVA’s request or approval, appoint a registrar or one or more co-registrars for registration of the BBVA ADRs evidencing the BBVA ADSs in accordance with the requirements of NYSE or of any other stock exchange on which the BBVA ADSs may be listed. Such registrars or co-registrars may be removed and a substitute or substitutes appointed by The Bank of New York Mellon upon BBVA’s request or with BBVA’s approval.
Any transfer of the BBVA ADSs is registrable on the books of The Bank of New York Mellon. However, The Bank of New York Mellon may close the transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties or at BBVA’s request.
As a condition precedent to the execution and delivery, registration of transfer, split-up or combination of any BBVA ADS or the delivery of any distribution or the withdrawal of any ordinary shares or any property represented by the BBVA ADS, The Bank of New York Mellon or the custodian may, and upon BBVA’s instructions will, require from the BBVA ADR holder or the presenter of the BBVA ADS or the depositor of the ordinary shares:
•payment of a sum sufficient to pay or reimburse the custodian, The Bank of New York Mellon or BBVA for any tax or other governmental charge and any stock transfer or brokerage fee or any charges of the Depositary upon delivery of the BBVA ADS or upon surrender of the BBVA ADS, as set out in the Deposit Agreement;
•the production of proof satisfactory to The Bank of New York Mellon or custodian of:
◦identity or genuineness of any signature; and
◦citizenship, residence, exchange control approval, and legal or beneficial ownership;
•compliance with all applicable laws and regulations including the delivery of any forms required by Spanish law or custom in connection with the execution or delivery of evidence of ownership, with all applicable provisions of or governing the shares or any other deposited securities and with the terms of the Deposit Agreement; or
•other information deemed necessary or proper.
The delivery, registration of transfer, split-up or combination of BBVA ADSs, or the deposit or withdrawal of shares or other property represented by BBVA ADSs, in any particular instance or generally, may be suspended during any period when the BBVA ADSs register is closed, or when such action is deemed necessary or advisable by The Bank of New York Mellon or BBVA at any time or from time to time.
Holders have the right to cancel their BBVA ADSs and withdraw the underlying shares at any time except:
•when temporary delays arise because The Bank of New York Mellon or BBVA has closed its transfer books or the deposit of shares in connection with voting at a shareholders’ meeting or the payment of dividends;
•when BBVA ADS holders owe money to pay fees, taxes and similar charges; or
•when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to BBVA ADSs or to the withdrawal of shares or other deposited securities.
This right of withdrawal may not be limited by any other provision of the Deposit Agreement.
The Bank of New York Mellon, upon BBVA’s request or with BBVA’s approval, may appoint one or more co-transfer agents for the purpose of effecting registrations of transfers, combinations and split-ups of BBVA ADSs at designated transfer offices on behalf of The Bank of New York Mellon. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders of BBVA ADSs and will be entitled to protection and indemnity to the same extent as The Bank of New York Mellon.
Direct Registration System
In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System (“Profile”) will apply to uncertificated BBVA ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS registered holder to register that transfer.
In connection with the arrangements and procedures relating to DRS and Profile, the parties to the Deposit Agreement understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant that is claiming to be acting on behalf of a BBVA ADS registered holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS registered holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through DRS and Profile and in accordance with the Deposit Agreement, will not constitute negligence or bad faith on the part of the Depositary.
Exercise of Spanish Bail-in Power and Other Resolution Tools
The ordinary shares of BBVA underlying the ADSs may be subject to the exercise of the Spanish Bail-in Power by the Spanish Resolution Authority. See “—Description of BBVA Ordinary Shares— Exercise of Spanish Bail-in Power and Other Resolution Tools.”
DESCRIPTION OF
$800,000,000 1.125% FIXED RATE SENIOR PREFERRED NOTES DUE 2025
Defined terms provided in this section are provided for purposes of this section only and accordingly shall not modify or replace similar defined terms provided elsewhere in this exhibit.
BBVA’s $800,000,000 fixed rate senior preferred notes due 2025 (the “Notes”) were issued under the indenture (the “Base Indenture”) dated July 28, 2016 among BBVA, as issuer, and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented, with respect to the Notes, by the second supplemental indenture, dated September 18, 2020, among BBVA, The Bank of New York Mellon, London Branch, as Trustee, paying agent (the “Paying Agent”) and transfer agent, and The Bank of New York Mellon, as security registrar (the Base Indenture, as so amended and supplemented with respect to the Notes, the “Indenture”). The Notes were issued pursuant to the resolution of the board of directors of BBVA adopted on June 25, 2019. The second supplemental indenture amended and supplemented the Base Indenture in certain material respects. The Base Indenture is included as Exhibit 4.2 to BBVA’s Registration Statement on Form F-3 filed with the SEC on June 25, 2019, and the second supplemental indenture is included as Exhibit 4.11 to BBVA’s report on Form 6-K furnished to the SEC on September 18, 2020 and incorporated by reference into such Registration Statement. Holders of the Notes may also obtain a copy of the Indenture from the Trustee.
The following summary of certain provisions of the Notes and the Indenture does not purport to be complete and is subject, and is qualified in its entirety by reference, to all of the provisions of the Notes and the Indenture, including the definitions of the terms provided therein. Whenever this section refers to specific provisions of or terms defined in the Indenture we incorporate by reference into this section such specific provisions of or terms defined in the Indenture.
BBVA may issue future notes under other indentures or documentation which contain provisions different from those included in the Indenture, including future notes under the Base Indenture (as it may be amended and supplemented by the relevant supplemental indenture). BBVA is not prohibited under the Notes or the Indenture from paying any amounts due under any of its obligations at a time when they are in default or have failed to pay any amounts due under the Notes or the Indenture.
General
The Notes were issued in $800,000,000 aggregate principal amount and will mature at 100% of their principal amount on September 18, 2025 (the “Stated Maturity Date”). The Notes were issued only in registered form in denominations of $200,000 with increments of $200,000 thereafter.
The Notes were issued in the form of one or more global certificates representing the Notes. DTC is the securities depositary for the Notes. Therefore, the Notes are issued only as registered securities registered in the name of Cede & Co. (DTC’s nominee), and BBVA has deposited with DTC one or more registered global certificates representing in aggregate the total number of the Notes. As long as DTC or its nominee is the registered holder of such global certificates representing the Notes, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by such global certificates for all purposes under the Indenture and the Notes. Except as described below, owners of beneficial interests in a Note represented by a global certificate are not entitled to have the Notes represented by such global certificates registered in their names, may not receive or be entitled to receive physical delivery of certificated Notes and are not considered the holders of such Notes under the Indenture. Accordingly, each person owning a beneficial interest in a Note represented by a global certificate must rely on the procedures of DTC and, if that person is not a participant in DTC, on the procedures of the participant in DTC through which the person owns its interest, to exercise any rights of a beneficial owner under the Indenture. Beneficial interests in the Notes represented by such global certificates will be exchangeable for Notes represented by individual security certificates, or certificated Notes, and registered in the name or names of owners of such beneficial interests as specified in instructions provided by DTC to the Trustee only if: (i) DTC notifies BBVA in writing that it is unwilling, unable or ineligible to continue to act as depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by BBVA within 60 days after the date of such notice from DTC, (ii) BBVA notifies the Trustee in writing that it has reasonably elected to cause the issuance of definitive registered Notes or (iii) there shall have occurred and be continuing an Event of Default (as defined in the Indenture) with respect to the Notes.
No Notes are entitled to the benefit of any sinking fund or similar custodial arrangement. All payments under the Notes are in U.S. dollars.
The Indenture provides that, in addition to the Notes, notes, bonds and other evidences of indebtedness of other series may in the future be issued thereunder without limitation as to the maximum aggregate principal amount. BBVA may from time to time, without the consent of the holders of the Notes, create and issue further securities having the same terms and conditions as the previously issued Notes in all respects (or in all respects except for the issue date, the original interest accrual date and/or the issue price), so that such further issue may be consolidated and form a single series with the outstanding Notes; provided, however, that any such further issuance will only be made if either such additional securities are issued with no more than de minimis original issue discount for U.S. federal income tax purposes or any such further issuance is a “qualified reopening” as such term is defined under U.S. Treasury Regulations Section 1.1275-2(k)(3) promulgated under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
Payment of Interest
The Notes bear interest from and including September 18, 2020 at an annual rate of 1.125%. BBVA must pay interest in arrears on the Notes semi-annually on September 18 and March 18 of each year (each, an “Interest Payment Date”), commencing on March 18, 2021 up to, and including, the Notes Stated Maturity Date or any date of earlier redemption.
Interest on the Notes is computed on the basis of a 360-day year of twelve 30-day months. Except as described below for the first Interest Payment Date for the Notes, on each Interest Payment Date for Notes, BBVA must pay interest on the Notes for the period commencing on and including the immediately preceding Interest Payment Date and ending on and including the day immediately preceding that Interest Payment Date. On the first Interest Payment Date, BBVA must pay interest for the period beginning on and including September 18, 2020 to but excluding March 18, 2021.
If any Interest Payment Date falls on a day that is not a Business Day (as defined in the Indenture), the related interest payment shall be postponed to the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date. If the Stated Maturity Date or date of earlier redemption falls on a day that is not a Business Day, payment of principal and interest on the Notes will be made on the next succeeding day that is a Business Day, and no interest on the Notes will accrue for the period from and after the Stated Maturity Date or date of earlier redemption.
Interest on each Note will be paid only to the person in whose name such Note was registered at the close of business on the 15th calendar day before the applicable Interest Payment Date (each such date, a “Regular Record Date”).
Payments of Additional Amounts
Any amounts to be paid by BBVA with respect to the Notes must be paid without withholding or deduction for or on account of any and all present or future taxes or duties of whatever nature (“Taxes”) unless such withholding or deduction is required by law. In the event any such withholding or deduction is imposed or levied in respect of payment of interest (but not principal or premium) by or on behalf of Spain or any political subdivision or authority thereof or therein having the power to tax, BBVA has agreed to pay to the holder of Notes such additional amounts (“Additional Amounts”) as may be necessary in order that the net amount received by such holder of Notes under the Indenture, after such withholding or deduction, shall equal the amount of interest, if any, which would have been receivable by such holder of Notes in the absence of such withholding or deduction. Notwithstanding the foregoing, the Indenture specifies certain situations for which no such Additional Amounts are payable with respect to any Note.
Any reference to payment of interest shall be deemed to include the payment of Additional Amounts to the extent payable in respect thereof.
Redemption
General
In the event of a redemption with respect to the Notes, the redemption price of such Notes will be 100% of their principal amount together with any accrued but unpaid payments of interest to, but excluding, the date of redemption (the “Redemption Price”).
If BBVA has elected to redeem Notes but prior to the payment of the Redemption Price to holders of Notes the Relevant Spanish Resolution Authority exercises its Spanish Bail-in Power with respect to such Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any accrued interest and Additional Amounts payable thereon) will be due and payable.
Any redemption shall be in compliance with the Applicable Banking Regulations (as defined in the Indenture) and, if required, BBVA shall have obtained the prior consent of the Regulator (as defined in the Indenture).
Any notice of redemption shall be given not less than 30 nor more than 90 days prior to the redemption date.
If BBVA elects to redeem Notes, they will cease to accrue interest from the redemption date, unless BBVA fails to pay the Redemption Price on the payment date.
Early Redemption for Taxation or Listing Reasons
BBVA may redeem all or part of the Notes at the Redemption Price if, as a result of any change in or any amendment to the laws or regulations of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after September 18, 2020 (the “Issue Date” of such Notes), (i) BBVA would become obligated to pay Additional Amounts in making any payments under such Notes, as described in the section entitled “—Payments of Additional Amounts” above, as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of Spain or any political subdivision or authority thereof or therein having the power to tax, (ii) BBVA would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next Interest Payment Date on such Notes or the value of such deduction to BBVA would be reduced or (iii) the applicable tax treatment of such Notes would be materially affected; provided that, in the case of (i) above, no such notice to the Trustee of the redemption shall be given earlier than 90 days prior to the earliest date on which BBVA would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the Notes then due.
In addition, if the Notes had not been listed on an organized market in an OECD country by the date that is 45 days prior to the first Interest Payment Date, BBVA would have had the option to redeem all (but not less than all) of the Notes at the Redemption Price. The Notes were listed on the New York Stock Exchange as of such date.
Early Redemption for Eligible Liabilities Event
BBVA may, at its option, redeem all (but not less than all) the Notes at the Redemption Price if an Eligible Liabilities Event (as defined in the Indenture) occurs with respect to such Notes on or after the Issue Date of such Notes.
Ranking
The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of BBVA and, upon the insolvency (concurso de acreedores) of BBVA, in accordance with and to the extent permitted by the Insolvency Law (as defined in the Indenture) and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.2 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), the payment obligations of BBVA under the Notes with respect to claims for principal (which claims will constitute ordinary claims) will rank: (i) junior to any (a) privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015), and (b) claims against the insolvency estate (créditos contra la masa); (ii) pari passu without any preference or priority among themselves and with all other Senior Preferred Obligations; and (iii) senior to (a) any Senior Non-Preferred Obligations, and (b) all subordinated obligations of, or claims against, BBVA (créditos subordinados), present and future, such that any claim for principal in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided above.
“ordinary claims” means the class of claims with respect to unsecured, non-privileged and unsubordinated obligations (créditos ordinarios) of BBVA which, upon the insolvency (concurso de acreedores) of BBVA and pursuant to the Insolvency Law and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain, rank (i) junior to privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015 and any secured claims), and claims against the insolvency estate (créditos contra la masa) and (ii) senior to subordinated claims (créditos subordinados).
“Senior Non-Preferred Obligations” (créditos ordinarios no preferentes) means the obligations of BBVA with respect to any ordinary claims, present and future, which, upon the insolvency (concurso de acreedores) of BBVA are expressed to rank within the ordinary claims but junior to Senior Preferred Obligations.
“Senior Preferred Obligations” means the obligations of BBVA with respect to (i) the payment of principal under the Notes, and (ii) all other ordinary claims, present and future, other than Senior Non-Preferred Obligations.
Upon the insolvency (concurso de acreedores) of BBVA, in accordance with and to the extent permitted by the Insolvency Law and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), the payment obligations of BBVA under the Notes with respect to claims for accrued but unpaid interest on the Notes and any Additional Amounts in respect thereof shall constitute subordinated claims (créditos subordinados) against BBVA ranking in accordance with the provisions of the Insolvency Law. No further interest on the Notes shall accrue from the date of declaration of the insolvency of BBVA. Each holder and beneficial owner of Notes by his or her acceptance thereof, to the extent permitted by Spanish law, authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the ranking of the Notes as provided in the Indenture and as summarized herein and appoints the Trustee his or her attorney-in-fact for any and all such purposes, including, if required, to grant any private or public documents on such holder’s or beneficial owner’s behalf.
Prior to any voluntary or necessary declaration of insolvency of BBVA under the Insolvency Law or any voluntary or mandatory liquidation of BBVA or similar procedure, BBVA may be subject to an Early Intervention or Resolution, or to any other exercise of the Spanish Bail-in Power, and the Notes may be subject to the exercise of the Spanish Bail-in Power, in which case no holder or beneficial owner of any such Note shall have any claim against BBVA in connection with or arising out of any such exercise of the Spanish Bail-in Power.
Events of Default
“Event of Default”, wherever used with respect to the Notes, means (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) that, except as set forth in the immediately succeeding paragraph, an order shall have been made by any competent court commencing insolvency proceedings (procedimiento concursal) against BBVA or an order of any competent court or administrative agency shall have been made or a resolution shall have been passed by BBVA for the dissolution or winding up of BBVA (except (i) in the case of a reconstruction, consolidation, amalgamation or merger carried out in compliance with the requirements set forth in “—Consolidation, Merger and Conveyance of Assets; Assumption” (in this case, even without being approved by an Act (as defined below) of the holders of the Notes) or (ii) in any such case for the purpose of a reconstruction or a consolidation or an amalgamation or a merger which has been approved by an Act of the holders of the Notes). There are no other Events of Default under the Notes.
Notwithstanding any other provision in the Notes or the Indenture, any Resolution or Early Intervention with respect to BBVA will not, in and of itself and without regard to any other fact or circumstance, constitute a default or an Event of Default under the immediately preceding paragraph or under any other of the terms of the Notes or the Indenture. In addition, neither (i) a reduction or cancellation, in part or in full, of the Amounts Due on the Notes or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor (ii) the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to such Notes, will constitute an Event of Default or default under the Indenture or such Notes or otherwise constitute non-performance of a contractual obligation, or entitle the holders of such Notes to any remedies, which are expressly waived. See “—Agreement with Respect to the Exercise of the Spanish Bail-in Power”. In addition, no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing, then the principal of such outstanding Notes will be deemed to have been declared, and will become, immediately and automatically, due and payable. For the avoidance of doubt, only an Event of Default (rather than any breach or default under the Indenture or the Notes, such as the failure to pay interest or principal on the Notes) may give rise to such a declaration of acceleration.
At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the holders of not less than a majority in principal amount of the outstanding Notes may by Act, rescind and annul such declaration and its consequences if:
1. BBVA has paid or deposited with the Trustee a sum of money sufficient to pay:
(A) all overdue installments of any interest on and Additional Amounts with respect to all Notes;
(C) to the extent that payment of such interest or Additional Amounts is lawful, interest upon overdue installments of any interest and Additional Amounts at the rate or rates borne by or provided for in such Notes; and
(D) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under the Indenture; and
2. the Event of Default with respect to the Notes shall have been cured or waived as provided in the Indenture.
No such rescission shall affect any subsequent default or impair any right consequent thereon.
(B) the principal of and any premium on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Notes; Subject to the payment of certain amounts due to the Trustee (as set forth in prong 1.(D) in the second immediately preceding paragraph), the holders of not less than a majority in principal amount of the outstanding Notes on behalf of the holders of all the Notes may, by Act, waive any past default under the Indenture (with respect to such Notes) and such Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note.
No holder of any Note has the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes; (ii) the holders of not less than 25% in principal amount of the outstanding Notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture with respect to such Notes and such holder or holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (iv) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.
Except as set forth in the immediately following paragraph, notwithstanding any other provision in the Indenture and the Notes, each holder of a Note will have the right, which is absolute and unconditional, to receive payment of the principal of, any premium and, subject to certain provisions in the Indenture with respect to payment of defaulted interest, interest on, and any Additional Amounts with respect to, such Note on or after the respective due dates therefor specified in such Note (or, in the case of redemption, on or after the redemption date) and to institute suit for the enforcement of any such payment, and such right cannot be impaired or affected without the consent of such holder, except that holders of not less than 75% in principal amount of the outstanding Notes may consent by Act, on behalf of the holders of all outstanding Notes, to the postponement of the due date of any installment of interest for a period not exceeding three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment).
The Notes may be subject to the exercise of the Spanish Bail-in Power, and no holder of any Note shall have any claim against BBVA in connection with or arising out of any such exercise. No repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
Within 90 days after the occurrence of any default under the Indenture known to the Trustee with respect to the Notes, the Trustee shall transmit by mail to all holders of Notes entitled to receive reports, notice of such default, unless such default shall have been cured or waived; provided, however, that the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the Notes. For the purpose of this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Notes.
“Act” means any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to the Indenture to be given or taken by holders of the Notes and the written instrument or instruments in which such action is embodied and by which such action is evidenced.
Substitution and Modification
Notwithstanding any other provision of the Notes or the Indenture, if an Eligible Liabilities Event occurs and is continuing with respect to the Notes, BBVA may substitute all (but not less than all) of the Notes or modify the terms of all (but not less than all) of the Notes, without the consent or approval of the holders or beneficial owners of the Notes, so that the Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities, subject to: (i) having given not less than 30 nor more than 90 days’ notice to the holders of such Notes in accordance with the Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification); (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations; and (iii) any variation in the terms of such Notes resulting from such modification or, if such Notes are substituted, any difference between the terms of the Notes and those of the Qualifying Securities by which such Notes are substituted, not being materially prejudicial to the interests of the holders of such Notes and BBVA having delivered an officer’s certificate to the Trustee to that effect not less than five Business Days prior to (a) in the case of a substitution of the Notes, the Issue Date of the relevant Qualifying Securities by which the Notes are substituted or (b) in the case of a modification of the terms and conditions of the Notes, the date such modification becomes effective.
In the case of a modification of the terms and conditions of the Notes, any variation in the ranking of such Notes resulting from any such modification or, in the case of a substitution of the Notes, any difference between the ranking of the Notes and that of the Qualifying Securities by which the Notes are substituted, shall be deemed not to be prejudicial to the interests of the holders of such Notes where the ranking of the Notes or, if the Notes are substituted, of the Qualifying Securities by which the Notes are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to the Notes on their Issue Date.
If the Notes are substituted in accordance with the paragraphs set forth above, the Notes will cease to bear interest from (and including) the date of such substitution.
By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of Notes, (i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to BBVA and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or BBVA for, agrees not to initiate a suit against the Trustee and/or BBVA in respect of, and agrees that neither the Trustee nor BBVA shall be liable for, any action that the Trustee or BBVA takes, or abstains from taking, in either case in connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event.
Outstanding Notes
Among other provisions, in determining whether the holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Notes or the Indenture, any Note owned by BBVA or any other obligor upon such Notes or any affiliate of BBVA or such other obligor (if any such Notes are so owned), will be deemed not to be outstanding. In addition, the portion of the principal amount of an original issue discount Note (if any) that will be deemed outstanding will be the amount that would be declared due and payable as of the date of determination.
Modifications and Waivers
Modification of the Indenture with Consent of Holders
With the consent, as evidenced in an Act or Acts, as the case may be, of the holders of not less than a majority in principal amount of the Notes outstanding immediately prior thereto affected thereby, voting as a class, BBVA and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the holders of the Notes under the Indenture and of waiving future compliance with respect to the Indenture and the Notes; provided, however, that no such supplemental indenture, without the consent of the holder of each Note outstanding immediately prior thereto affected thereby, shall:
•change the stated maturity of the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any such Note, or reduce the principal amount thereof or the rate of interest thereon (except that holders of not less than 75% in principal amount of the outstanding Notes may consent by Act, on behalf of the holders of all of the outstanding Notes, to the postponement of the due date of any installment of interest for a period not exceeding three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment)) or any Additional Amounts with respect thereto;
•change any premium payable upon the redemption of such Notes or otherwise;
•change the obligation of BBVA to pay Additional Amounts;
•reduce the amount of the principal of an original issue discount Note (if any) that would be due and payable upon a declaration of acceleration of the maturity of the Note (following an Event of Default) or the amount thereof provable in bankruptcy;
•change the redemption provisions;
•change the place of payment or currency in which the payment of principal, any premium, interest or any Additional Amounts is payable;
•impair the right to take legal action to enforce the payment when due of principal, any premium, interest or any Additional Amounts with respect to the Notes;
•reduce the percentage in principal amount of outstanding Notes the consent of whose holders is required for any supplemental indenture or to waive compliance with, or defaults under, the Indenture or reduce the requirement for a quorum or voting;
•modify the provisions of the Indenture that govern modification thereof with the consent of holders or give waivers of past defaults, and the consequences of such defaults, except to increase the percentage of outstanding Notes the consent of whose holders is required to modify and amend such Indenture or to give any such waiver and except to provide that additional provisions of the Indenture cannot be modified or waived without the consent of each holder of Notes affected thereby; or
•change in any manner adverse to the interests of the holders of outstanding Notes the terms and conditions of the obligations of BBVA in respect of the due and punctual payment of principal, premium or interest (including Additional Amounts), if any, thereon;
except in each case with respect to any modification or amendment of the Indenture or the Notes which is entered into pursuant to, and in accordance with, the provisions described below under “—Modification of the Indenture without Consent of Holders” (in which each such case neither the consent nor the affirmative vote of any holder of any Note affected will be required).
Subject to the payment of certain amounts due to the Trustee, the holders of not less than a majority in principal amount of the outstanding Notes on behalf of the holders of all the Notes may, by Act, waive any past default under the Indenture (with respect to such Notes) and such Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note.
Modification of the Indenture without Consent of Holders
BBVA and the Trustee may modify and amend the Indenture without the consent of the holders of the Notes to:
•evidence the succession of another person to BBVA, and the assumption by any such successor of the covenants of BBVA in such Indenture and in any Notes;
•add to the covenants of BBVA for the benefit of the holders of Notes of all or any series or to surrender any right or power conferred upon BBVA under the Indenture, provided that such Notes do not cease to be fully eligible for inclusion in the Eligible Liabilities Amount as a result thereof and subject further to compliance with the Applicable Banking Regulations;
•establish the form or terms of the securities of any new series;
•evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes of one or more series and to add to or change any of the provisions of the Indenture as is necessary to provide for or facilitate the administration of the trusts by more than one trustee under the Indenture;
•cure any ambiguity or correct or supplement any defect or inconsistency in such Indenture, or make any other provisions with respect to matters or questions arising under the Indenture which do not adversely affect the interests of the holders of the Notes in any material respect;
•add to, delete from or revise the conditions, limitations and restrictions on the terms or purposes of issue, authentication and delivery of Notes;
•supplement any of the provisions of the Indenture to such extent as shall be necessary to permit the discharge of Notes, provided such action does not adversely affect the interests of any holders of Notes in any material respect;
•add any additional events of default for the benefit of the holders of Notes;
•secure any Notes, provided that no such Note ceases to be fully eligible for inclusion in the Eligible Liabilities Amount as a result thereof and subject further to compliance with the Applicable Banking Regulations;
•delete, amend or supplement any provision of the Indenture provided such actions do not materially adversely affect the interests of the holders of Notes outstanding immediately prior thereto;
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent necessary to effect, the substitution or modification of any Notes for the purposes of becoming again or remaining Qualifying Securities; or
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent required by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Satisfaction and Discharge
Subject to compliance with the Applicable Banking Regulations and, if required, the prior consent of the Regulator, BBVA may discharge certain obligations to holders of Notes that have not already been delivered to the Trustee for cancellation and that have become due and payable by depositing or causing to be deposited with the Trustee, in trust, funds in an amount sufficient to pay and discharge the entire indebtedness on such Notes, including principal, interest, premium and any Additional Amounts to the date of such deposit. In addition, upon the exercise of the Spanish Bail-in Power with respect to the Notes which results in the redemption, cancellation, or the conversion into other securities, of all the Amounts Due on the Notes or such Notes otherwise ceasing to be outstanding, the Indenture shall be deemed satisfied and discharged as to such Notes and such Notes shall thereafter be deemed to be not outstanding.
The Notes will not be subject to legal defeasance or covenant defeasance, as each are described in the Indenture.
Consolidation, Merger and Conveyance of Assets; Assumption
Nothing contained in the Indenture or in any of the Notes shall prevent any reconstruction, consolidation, amalgamation or merger of BBVA with or into any other person or persons (whether or not affiliated with BBVA), or successive reconstructions, consolidations, amalgamations or mergers in which BBVA or the successor or successors of BBVA shall be a party or parties, or shall prevent any sale, transfer, conveyance or lease of the property of BBVA as an entirety or substantially as an entirety, to any other person (whether or not affiliated with BBVA); provided that any person formed by any reconstruction, consolidation, amalgamation or merger, or any transferee or lessee of BBVA’s assets shall expressly (except where such assumption is automatic by operation of law) assume the due and punctual payment of the principal of (and premium, if any), interest and Additional Amounts, if any, on the Notes in accordance with the provisions thereof and the Indenture, and the performance of every covenant of the Indenture on the part of BBVA to be performed or observed.
In addition, any holding company or wholly-owned subsidiary of BBVA may assume BBVA’s obligations under the Notes without the consent of any holder of Notes, provided that certain conditions are satisfied, including that, immediately prior to such assumption, the successor person has ratings for long-term senior debt assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors) which are the same as, or higher than, the credit rating for long-term senior debt of BBVA (or, if applicable, the previous successor person) assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors).
In the event of any reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance or lease, or any assumption of obligations under the Notes permitted by the Indenture, the acquiring, resulting or successor person, as the case may be, shall succeed to, and substitute, and may exercise every right and power of, BBVA under the Indenture with respect to any such Notes with the same effect as if such person had been named as BBVA in the Indenture, and BBVA or any legal and valid successor person which shall theretofore have become such in the manner prescribed in the Indenture, shall be released from all liability as obligor and any other obligations and covenants under the Indenture and under any such Notes, as the case may be.
In the event the acquiring, resulting or successor person is not incorporated or tax resident in Spain, Additional Amounts under the Notes will thereafter be payable in respect of taxes imposed by the acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the obligation to pay Additional Amounts for taxes imposed by the laws of Spain) rather than taxes imposed by Spain. In addition, such acquiring, resulting or successor person not incorporated or tax resident in Spain will be entitled to redeem the Notes in the circumstances described in the first paragraph of “—Redemption—Early Redemption for Taxation or Listing Reasons” upon any change in or any amendment to the laws or regulations of such acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (including any treaty to which it is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, provided that the relevant change, amendment, application or interpretation has become effective subsequent to the date of the reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance, lease or assumption, as the case may be.
The Trustee
The Bank of New York Mellon, the Trustee currently appointed pursuant to the Indenture, has its principal corporate trust office located at 240 Greenwich Street, New York, NY 10286 and the Indenture is administered by The Bank of New York Mellon acting (except with respect to its role as security registrar) through its London Branch at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom or such other location as notified by the Trustee to BBVA from time to time. The Trustee and any trustee appointed pursuant to the Indenture shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act.
BBVA’s obligation to indemnify the Trustee in accordance with the Indenture shall survive the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes. Additionally, by its acquisition of any Notes, each holder thereof acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, (i) the Trustee shall not be required to take any further directions from holders with respect to any portion of the Notes that is written down, converted to equity and/or cancelled under the provision of the Indenture which authorizes holders of a majority in aggregate outstanding principal amount of the Notes to direct certain actions relating to the Notes; and (ii) the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to such Notes.
Notwithstanding the foregoing, if, following the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes, any Notes remain outstanding (for example, if such exercise results in only a partial write-down of the principal amount of the Notes), then there shall at all times be a trustee for the Notes in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed between BBVA and the Trustee following the completion of the exercise of the Spanish Bail-in Power.
Subject to the provisions of the Trust Indenture Act, the Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request of any holder of Notes, unless such holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.
BBVA and some of its subsidiaries maintain deposits with and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of business.
Successor Trustees
The Trustee may resign or be removed by holders of a majority in principal amount of Notes at any time, effective upon the acceptance by a successor Trustee of the respective appointment. The Indenture provides that any successor Trustee will have a combined capital and surplus of not less than $50,000,000 and shall be a corporation, association, company or business trust organized and doing business under the laws of the United States or any of its states or territories or the District of Columbia and in good standing. No person shall accept its appointment as a successor Trustee with respect to the Notes unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the Indenture.
Repayment of Funds
All monies paid by BBVA to the Trustee or the Paying Agent for payment of principal, premium or interest and any Additional Amounts on any Notes which remain unclaimed at the end of two years after that payment has become due and payable will be paid to BBVA, on BBVA’s request, and all liability of the Trustee or the Paying Agent related to it will cease, and, if permitted by law, the holder of the applicable Note will look only to BBVA for any payment which such holder may be entitled to collect.
Prescription
All claims against BBVA for payment of principal, premium, interest or Additional Amounts on or in respect of any Notes will become void unless made within the earlier of (i) six years or (ii) any applicable shorter period provided for under New York law, starting from the later of the date on which that payment first became due and the date on which the full amount was received by the Trustee or the Paying Agent.
Governing Law
The Notes and the Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by BBVA of the Indenture and the authorization, issuance and execution of the Notes by BBVA shall be governed by and construed in accordance with the common laws of Spain. In addition, certain provisions of the Notes and the Indenture related to the status and ranking of the Notes, the waiver of the right of set-off and the agreement by holders of Notes with respect to the exercise and effects of the Spanish Bail-in Power shall be governed by and construed in accordance with the common laws of Spain.
Submission to Jurisdiction
Except as provided in the paragraph immediately below, BBVA irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, in any suit or proceeding arising out of or relating to the Indenture or the Notes and irrevocably waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Notwithstanding any other provision of the Notes or the Indenture, the Spanish courts shall have exclusive jurisdiction in respect of any Bail-in Dispute and accordingly each of BBVA, the Trustee, each holder and beneficial owner of any Note and each paying agent, transfer agent, authenticating agent and security registrar submits, to the extent it may effectively do so, to the exclusive jurisdiction of the Spanish courts in relation to any Bail-in Dispute. Each of BBVA, the Trustee, each holder and beneficial owner of any Notes and each paying agent, transfer agent, authenticating agent and security registrar further irrevocably waives, to the extent it may effectively do so, any objection to the Spanish courts on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.
Agreement with Respect to the Exercise of the Spanish Bail-in Power
Notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements, or understandings between BBVA and any holder of the Notes, by its acquisition of any Notes, each holder (including each holder of a beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Notes, and may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the Amounts Due on such Notes; (b) the conversion of all, or a portion, of the Amounts Due on such Notes into shares, other securities or other obligations of BBVA or another person (and the issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of such Notes; (c) the cancellation of such Notes; (d) the amendment or alteration of the maturity of such Notes or amendment of the amount of interest payable on such Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) the variation of the terms of the Notes, or the rights of the holders thereunder or under the Indenture, as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
“Amounts Due”, with respect to the Notes, means the principal amount of or outstanding amount (if applicable), together with any accrued but unpaid interest, Additional Amounts and premium (if any) due on the Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority. References to such amounts will also include amounts held in trust by BBVA, any paying agent or the Trustee pursuant to the Indenture.
By its acquisition of any Notes, each holder thereof acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the Amounts Due on the Notes, or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, shall: (i) give rise to a default or event of default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or (ii) be a default or an Event of Default with respect to the Notes or under the Indenture. By its acquisition of any Notes, each holder of Notes further acknowledges and agrees that no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes. Additionally, by its acquisition of any Notes, each holder of Notes acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes: (i) the Trustee will not be required to take any further directions from the holders of Notes with respect to any portion of the Notes that is written down, converted to equity and/or cancelled under the Indenture; and (ii) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, so long as any Notes remain outstanding, there will at all times be a trustee for the Notes in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes remain outstanding following the completion of the exercise of the Spanish Bail-in Power.
By its acquisition of any Notes, each holder of Notes further agrees to be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary actions, if required, to implement the exercise of the Spanish Bail-in Power with respect to such Notes as it may be imposed, without any further action or direction on the part of such holder of Notes.
Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, BBVA or the Relevant Spanish Resolution Authority (as the case may be) will provide a written notice to DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power for purposes of notifying the holders of the Notes. BBVA will also deliver a copy of such notice to the Trustee for information purposes.
See “Item 3. Key Information—Risk Factors— Regulatory, Tax, Compliance and Reporting Risks—The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation— Capital Requirements, MREL and Resolution” in our Annual Report.
Subsequent Holders’ Agreement
Holders of any Notes that acquire such Notes in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same extent as the holders that acquire such Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to the exercise and effects of the Spanish Bail-in Power set forth under “—Agreement with Respect to the Exercise of the Spanish Bail-in Power”.
Purchases of the Notes
BBVA or any of its subsidiaries may at any time purchase the Notes at any price in the open market or otherwise (subject to such purchase being in compliance with Applicable Banking Regulations then in force, and subject to the prior consent of the Regulator if required pursuant to such regulations). Purchased Notes may be held, resold or, at the option of BBVA, surrendered to the Trustee for cancellation (subject to such holding, resale or cancellation being in compliance with Applicable Banking Regulations).
Maintenance of Tax Procedures
The Indenture provides for the timely provision by the Paying Agent of a duly executed and completed Payment Statement in connection with each payment of income (as defined below) under the Notes, and sets forth certain procedures agreed by BBVA and the Paying Agent which aim to facilitate such process, along with a form of the Payment Statement to be used by the Paying Agent. For these purposes, “income” means interest paid on an Interest Payment Date or the amount of the difference, if any, between the aggregate Redemption Price paid upon the redemption of the Notes (or a portion thereof) and the aggregate principal amount of such Notes, as applicable. In addition, BBVA has agreed to, so long as any principal amount of such Notes remains outstanding and insofar as it is practicable, maintain, implement or arrange for the implementation of procedures to facilitate the timely provision of a duly executed and completed Payment Statement in connection with each payment of income under such Notes or the collection of any other documentation concerning such Notes or the beneficial owners thereof that may be required under Spanish law for payments on such Notes not to be subject to Spanish withholding tax.
If the Paying Agent fails to deliver a duly executed and completed Payment Statement on a timely basis, in respect of an Interest Payment Date or in connection with a redemption of the Notes (other than in the event of a Redemption for Failure to List), then the related payment will be subject to Spanish withholding tax,. If this were to occur, BBVA would not pay Additional Amounts.
Notices
All notices to holders of Notes shall be validly given if in writing and mailed first-class postage prepaid to them at their respective addresses in the register maintained by the security registrar. While the Notes are in global form, any notice given to the holder of a Note shall be sufficiently given if such notice is given to such holder through DTC, in accordance with DTC’s applicable procedures from time to time.
DESCRIPTION OF
$1,000,000,000 5.862% SENIOR NON-PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2026
$750,000,000 6.138% SENIOR NON-PREFERRED FIXED-TO-FIXED RATE NOTES DUE 2028
Defined terms provided in this section are provided for purposes of this section only and accordingly shall not modify or replace similar defined terms provided elsewhere in this exhibit.
BBVA’s $1,000,000,000 5.862% senior non-preferred fixed-to-fixed rate notes due 2026 (the “2026 Notes”) and $750,000,000 6.138% senior non-preferred fixed-to-fixed rate notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”) were issued under the indenture (the “Base Indenture”) dated June 25, 2019 among BBVA, as issuer, The Bank of New York Mellon, acting through its London Branch, as trustee (the “Trustee”), transfer agent and paying agent (the “Paying Agent”) and The Bank of New York Mellon, as security registrar, as amended and supplemented, with respect to the 2026 Notes, by the first supplemental indenture and, with respect to the 2028 Notes, by the second supplemental indenture, each dated September 14, 2022, among BBVA, as issuer, The Bank of New York Mellon, London Branch, as Trustee, Paying Agent, calculation agent (the “Calculation Agent”) and transfer agent, and The Bank of New York Mellon, as security registrar (the Base Indenture, as so amended and supplemented with respect to each series of Notes, the “Indenture”).
Each series of Notes was issued pursuant to the resolution of the board of directors of BBVA adopted on June 25, 2019.
The first supplemental indenture and the second supplemental indenture amended and supplemented the Base Indenture in certain material respects. The Base Indenture is included as Exhibit 4.7 to BBVA’s Registration Statement on Form F-3 filed with the SEC on July 29, 2022 and the first supplemental indenture and the second supplemental indenture are included as Exhibits 4.8 and 4.9, respectively, to BBVA’s report on Form 6-K furnished to the SEC on September 14, 2022 and incorporated by reference into such Registration Statement. Holders of the Notes may also obtain a copy of the Indenture from the Trustee.
The following summary of certain provisions of the Notes and the Indenture does not purport to be complete and is subject, and is qualified in its entirety by reference, to all of the provisions of the Notes of the relevant series and the Indenture, including the definitions of the terms provided therein. Whenever this section refers to specific provisions of or terms defined in the Indenture, we incorporate by reference into this section such specific provisions of or terms defined in the Indenture.
BBVA may issue future notes under other indentures or documentation which contain provisions different from those included in the Indenture, including future notes under the Base Indenture (as it may be amended and supplemented by any relevant supplemental indenture). BBVA is not prohibited under the Notes or the Indenture from paying any amounts due under any of its obligations at a time when they are in default or have failed to pay any amounts due under such Notes or the Indenture.
General
The 2026 Notes were issued in $1,000,000,000 aggregate principal amount and, unless earlier redeemed by BBVA, will mature at 100% of their principal amount on September 14, 2026 (the “2026 Notes Stated Maturity Date”). The 2028 Notes were issued in $750,000,000 aggregate principal amount and, unless earlier redeemed by BBVA, will mature at 100% of their principal amount on September 14, 2028 (the “2028 Notes Stated Maturity Date”, and each of the 2026 Notes Stated Maturity Date and the 2028 Notes Stated Maturity Date, a “Stated Maturity Date”). Each series of Notes was issued only in registered form in denominations of $200,000 with increments of $200,000 thereafter.
The 2026 Notes and the 2028 Notes constitute separate series of securities under the Base Indenture.
No series of Notes is entitled to the benefit of any sinking fund or similar custodial arrangement. All payments on or in respect of the Notes of any series are made in U.S. dollars.
The Notes of each series were issued in the form of one or more global certificates representing the Notes of the relevant series. DTC is the securities depositary for the Notes of each series. Therefore, the Notes of each series are issued only as registered securities registered in the name of Cede & Co. (DTC’s nominee), and BBVA has deposited with DTC one or more registered global certificates representing in aggregate the total number of the Notes of each series. As long as DTC or its nominee is the registered holder of such global certificates representing the Notes of a series, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the Notes of such series represented by such global certificates for all purposes under the Indenture and the Notes of such series. Except as described below, owners of beneficial interests in a Note of a series represented by a global certificate are not entitled to have the Notes represented by such global certificates registered in their names, may not receive or be entitled to receive physical delivery of certificated Notes and are not considered the holders of such Notes under the Indenture. Accordingly, each person owning a beneficial interest in a Note represented by a global certificate must rely on the procedures of DTC and, if that person is not a participant in DTC, on the procedures of the participant in DTC through which the person owns its interest, to exercise any rights of a beneficial owner under the Indenture. Beneficial interests in the Notes represented by such global certificates will be exchangeable for Notes represented by individual security certificates, or certificated Notes, and registered in the name or names of owners of such beneficial interests as specified in instructions provided by DTC to the Trustee only if: (i) DTC notifies BBVA in writing that it is unwilling, unable or ineligible to continue to act as depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by BBVA within 60 days after the date of such notice from DTC, (ii) BBVA notifies the Trustee in writing that it has reasonably elected to cause the issuance of definitive registered Notes or (iii) there shall have occurred and be continuing an Event of Default (as defined in the Indenture) with respect to the Notes.
The Indenture provides that, in addition to the Notes, notes, bonds and other evidences of indebtedness of other series may in the future be issued thereunder without limitation as to the maximum aggregate principal amount. BBVA may from time to time, without the consent of the holders of the Notes of any series, create and issue further securities having the same terms and conditions as the previously issued Notes in all respects (or in all respects except for the issue date, the original interest accrual date and/or the issue price), so that such further issue may be consolidated and form a single series with the outstanding Notes of the relevant series; provided, however, that any such further issuance will only be made if either such additional securities are issued with no more than de minimis original issue discount for U.S. federal income tax purposes or any such further issuance is a “qualified reopening” as such term is defined under U.S. Treasury Regulations Section 1.1275-2(k)(3) promulgated under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
Payment of Interest
The 2026 Notes bear interest (i) from (and including) the Issue Date (as defined below) to (but excluding) the 2026 Notes Reset Date (September 14, 2025) or any date of earlier redemption at a fixed rate of 5.862% per annum and (ii) thereafter, from (and including) the 2026 Notes Reset Date to (but excluding) the 2026 Notes Stated Maturity Date or any date of earlier redemption at a fixed rate per annum equal to the 1-year UST (as defined below), as determined by the Calculation Agent, plus 230 basis points, such sum being converted to a semi-annual rate in accordance with market convention (rounded to the fifth decimal place, with 0.000005 being rounded upwards). BBVA must pay interest in arrears on the 2026 Notes semi-annually on March 14 and September 14 of each year, commencing on March 14, 2023 up to (and including) the 2026 Notes Stated Maturity Date or any date of earlier redemption (each a “2026 Notes Interest Payment Date”).
The 2028 Notes bear interest (i) from (and including) the Issue Date to (but excluding) the 2028 Notes Reset Date (September 14, 2027) or any date of earlier redemption at a fixed rate of 6.138% per annum and (ii) thereafter, from (and including) the 2028 Notes Reset Date to (but excluding) the 2028 Notes Stated Maturity Date or any date of earlier redemption at a fixed rate per annum equal to the 1-year UST, as determined by the Calculation Agent, plus 270 basis points, such sum being converted to a semi-annual rate in accordance with market convention (rounded to the fifth decimal place, with 0.000005 being rounded upwards). BBVA must pay interest in arrears on the 2028 Notes semi-annually on March 14 and September 14 of each year, commencing on March 14, 2023 up to (and including) the 2028 Notes Stated Maturity Date or any date of earlier redemption (each a “2028 Notes Interest Payment Date”, and each 2026 Notes Interest Payment Date and 2028 Notes Interest Payment Date an “Interest Payment Date”).
For these purposes:
“1-year UST” means an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of one year, as published in the most recent H.15.
“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by BBVA and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of one year, published closest in time (but prior to) the relevant Reset Determination Date.
“2026 Notes Reset Date” means September 14, 2025.
“2028 Notes Reset Date” means September 14, 2027.
“Reset Date” means, with respect to the 2026 Notes, the 2026 Notes Reset Date and, with respect to the 2028 Notes, the 2028 Notes Reset Date.
“Reset Determination Date” means the second Business Day (as defined below) immediately preceding the relevant Reset Date.
Interest on the Notes is computed on the basis of a 360-day year of twelve 30-day months. Except as described below for the first Interest Payment Date, on each Interest Payment Date, BBVA must pay interest on the Notes for the period commencing on (and including) the immediately preceding Interest Payment Date and ending on (and including) the day immediately preceding that Interest Payment Date. On the first Interest Payment Date, BBVA must pay interest for the period beginning on (and including) the Issue Date to (but excluding) the first Interest Payment Date.
If any Interest Payment Date falls on a day that is not a Business Day (as defined in the Indenture), the related interest payment shall be postponed to the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date. If the Stated Maturity Date or date of earlier redemption for either series of Notes falls on a day that is not a Business Day, payment of principal and interest on such Notes will be made on the next succeeding day that is a Business Day, and no interest will accrue for the period from and after such Stated Maturity Date or date of earlier redemption.
Interest on each Note will be paid only to the person in whose name such Note was registered at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each such date a “Regular Record Date”).
Payments of Additional Amounts
Any amounts to be paid by BBVA with respect to the Notes must be paid without withholding or deduction for or on account of any and all present or future taxes or duties of whatever nature (“Taxes”) unless such withholding or deduction is required by law. In the event any such withholding or deduction is imposed or levied in respect of payment of interest (but not principal or premium) by or on behalf of Spain or any political subdivision or authority thereof or therein having the power to tax, BBVA has agreed to pay to the holder of Notes such additional amounts (“Additional Amounts”) as may be necessary in order that the net amount received by such holder of Notes under the Indenture, after such withholding or deduction, shall equal the amount of interest, if any, which would have been receivable by such holder of Notes in the absence of such withholding or deduction. Notwithstanding the foregoing, the Indenture specifies certain situations for which no such Additional Amounts are payable with respect to any Note.
Any reference to the payment of interest shall be deemed to include the payment of Additional Amounts to the extent payable in respect thereof.
Redemption
General
In the event of a redemption with respect to a series of Notes, the redemption price of such Notes will be 100% of their principal amount together with any accrued but unpaid interest, if any, thereon to, but excluding, the date of redemption (the “Redemption Price”).
If BBVA has elected to redeem Notes of a series but prior to the payment of the Redemption Price to holders of Notes the Relevant Spanish Resolution Authority (as defined in the Indenture) exercises its Spanish Bail-in Power (as defined in the Indenture) with respect to such Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any accrued interest and Additional Amounts payable thereon) will be due and payable.
Any redemption shall be in compliance with the Applicable Banking Regulations (as defined in the Indenture) and, if required, BBVA shall have obtained the prior consent of the Regulator (as defined in the Indenture).
Any notice of redemption shall be given not less than 30 nor more than 90 days prior to the redemption date.
If BBVA elects to redeem Notes of a series, they will cease to accrue interest from the redemption date, unless BBVA fails to pay the Redemption Price on the payment date.
Early Redemption for Taxation Reasons
BBVA may redeem all or part of a series of Notes at the Redemption Price if, as a result of any change in or any amendment to the laws or regulations of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after September 14, 2022 (the “Issue Date” of such Notes), (i) BBVA would become obligated to pay Additional Amounts in making any payments under such Notes, as described in the section entitled “—Payments of Additional Amounts” above, as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of Spain or any political subdivision or authority thereof or therein having the power to tax, (ii) BBVA would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next Interest Payment Date on such Notes or the value of such deduction to BBVA would be reduced or (iii) the applicable tax treatment of such Notes would be materially affected; provided that, in the case of (i) above, no such notice to the Trustee of the redemption shall be given earlier than 90 days prior to the earliest date on which BBVA would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the Notes then due.
Early Redemption for Eligible Liabilities Event
BBVA may, at its option, redeem all (but not less than all) of the Notes of a series at the Redemption Price if an Eligible Liabilities Event (as defined in the Indenture) occurs with respect to such Notes on or after the Issue Date of such Notes.
Optional Early Redemption (Issuer Call)
BBVA may, at its option, redeem all or part only of the Notes of a series at the Redemption Price on the relevant Reset Date for such series of Notes.
Status and Ranking of the Notes
The payment obligations of BBVA under the Notes of each series on account of principal constitute direct, unconditional, unsubordinated and unsecured obligations (créditos ordinarios) of BBVA, and upon the insolvency (concurso de acreedores) of BBVA, in accordance with and to the extent permitted by the Insolvency Law (as defined in the Indenture) and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.2 of Law 11/2015 (as defined in the Indenture)), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), such payment obligations will rank: (i) junior to any (a) privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015), (b) claims against the insolvency estate (créditos contra la masa), and (c) Senior Preferred Obligations; (ii) pari passu without any preference or priority among themselves and with all other Senior Non-Preferred Obligations; and (iii) senior to all subordinated obligations of, or claims against, BBVA (créditos subordinados), present and future, such that any relevant claim on account of principal in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.
“ordinary claims” means the class of claims with respect to unsecured, non-privileged and unsubordinated obligations (créditos ordinarios) of BBVA which, upon the insolvency (concurso de acreedores) of BBVA and pursuant to the Insolvency Law and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain, rank (i) junior to privileged claims (créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision 14.1 of Law 11/2015 and any secured claims), and claims against the insolvency estate (créditos contra la masa) and (ii) senior to subordinated claims (créditos subordinados).
“Senior Non-Preferred Obligations” (créditos ordinarios no preferentes) means the obligations of BBVA with respect to (i) the payment of principal under the Notes and (ii) all other ordinary claims, present and future, which, upon the insolvency (concurso de acreedores) of BBVA are expressed to rank within the ordinary claims but junior to Senior Preferred Obligations.
“Senior Preferred Obligations” means the obligations of BBVA with respect to all ordinary claims, present and future, other than Senior Non-Preferred Obligations.
Claims of holders in respect of interest on the Notes accrued but unpaid as of the commencement of any insolvency proceeding in respect of BBVA shall constitute subordinated claims (créditos subordinados) against BBVA ranking in accordance with the provisions of the Insolvency Law. No further interest on the Notes shall accrue from the date of declaration of the insolvency of BBVA. Claims in respect of Additional Amounts shall also constitute subordinated claims (créditos subordinados) against BBVA.
Each holder of Notes by his or her acceptance thereof, to the extent permitted by Spanish law, authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the ranking of the Notes of the relevant series as provided in the Indenture and as summarized herein and appoints the Trustee his or her attorney-in-fact for any and all such purposes, including, if required, to grant any private or public documents on such holder’s or beneficial owner’s behalf.
Prior to any voluntary or necessary declaration of insolvency of BBVA under the Insolvency Law or any voluntary or mandatory liquidation of BBVA or similar procedure, BBVA may be subject to an Early Intervention or Resolution, or to any other exercise of the Spanish Bail-in Power, and the Notes of any series may be subject to the exercise of the Spanish Bail-in Power, in which case no holder or beneficial owner of any such Note shall have any claim against BBVA in connection with or arising out of any such exercise of the Spanish Bail-in Power.
Events of Default
“Event of Default”, wherever used with respect to the Notes of a series, means (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) that, except as set forth in the immediately succeeding paragraph, an order shall have been made by any competent court commencing insolvency proceedings (procedimiento concursal) against BBVA or an order of any competent court or administrative agency shall have been made or a resolution shall have been passed by BBVA for the dissolution or winding up of BBVA (except (i) in the case of a reconstruction, consolidation, amalgamation or merger carried out in compliance with the requirements set forth in “—Consolidation, Merger and Conveyance of Assets; Assumption” (in this case, even without being approved by an Act (as defined below) of the holders of the Notes) or (ii) in any such case for the purpose of a reconstruction or a consolidation or an amalgamation or a merger which has been approved by an Act of the holders of the Notes).
Notwithstanding anything to the contrary in the Notes or the Indenture, any Resolution or Early Intervention with respect to BBVA will not, in and of itself and without regard to any other fact or circumstance, constitute a default or an Event of Default under the immediately preceding paragraph or any other of the terms of the Notes or the Indenture with respect to the Notes of any series. In addition, neither (i) a reduction or cancellation, in part or in full, of the Amounts Due on the Notes of a series or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor (ii) the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to such Notes, will constitute an Event of Default or default under the Indenture or such Notes or otherwise constitute non-performance of a contractual obligation, or entitle the holders of such Notes to any remedies, which are expressly waived. See “—Agreement with Respect to the Exercise of the Spanish Bail-in Power”. In addition, no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
If an Event of Default with respect to the Notes of a series at the time outstanding occurs and is continuing, then the principal of such outstanding Notes will be deemed to have been declared, and will become, immediately and automatically, due and payable, to the extent permitted by the Insolvency Law. For the avoidance of doubt, only an Event of Default (rather than any breach or default under the Indenture or the Notes) may give rise to such a declaration of acceleration.
At any time after such a declaration of acceleration with respect to the Notes of a series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the holders of not less than a majority in principal amount of the outstanding Notes of such series may by Act, rescind and annul such declaration and its consequences if:
1. BBVA has paid or deposited with the Trustee a sum of money sufficient to pay:
(A) all overdue installments of any interest on and Additional Amounts with respect to all Notes of such series;
(B) the principal of and any premium on any Notes of such series which have become due otherwise than by such declaration of acceleration and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Notes;
(C) to the extent that payment of such interest or Additional Amounts is lawful, interest upon overdue installments of any interest and Additional Amounts at the rate or rates borne by or provided for in such Notes; and
(D) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under the Indenture; and
2. the Event of Default with respect to the Notes of such series shall have been cured or waived as provided in the Indenture.
No such rescission shall affect any subsequent default or impair any right consequent thereon.
Subject to the payment of certain amounts due to the Trustee (as set forth in prong 1.(D) in the second immediately preceding paragraph), the holders of not less than a majority in principal amount of the outstanding Notes of a series on behalf of the holders of all the Notes of such series may, by Act, waive any past default under the Indenture (with respect to such Notes) and such Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note of such series or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note of such series.
No holder of any Note of any series has the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes of such series; (ii) the holders of not less than 25% in principal amount of the outstanding Notes of such series have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture with respect to such Notes and such holder or holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (iv) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes of such series.
Except as set forth in the immediately following paragraph, notwithstanding anything to the contrary in the Indenture and the Notes of the relevant series, each holder of a Note will have the right, which is absolute and unconditional, to receive payment of the principal of, any premium and, subject to certain provisions in the Indenture with respect to payment of defaulted interest, interest on, and any Additional Amounts with respect to, such Note on or after the respective due dates therefor specified in such Note (or, in the case of redemption, on or after the redemption date) and to institute suit for the enforcement of any such payment, and such right cannot be impaired or affected without the consent of such holder, except that holders of not less than 75% in principal amount of the outstanding Notes of such series may consent by Act, on behalf of the holders of all outstanding Notes of such series, to the postponement of the due date of any installment of interest for a period not exceeding three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment).
The Notes of any series may be subject to the exercise of the Spanish Bail-in Power, and no holder of any Note shall have any claim against BBVA in connection with or arising out of any such exercise. No repayment or payment of Amounts Due on the Notes of any series will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
Within 90 days after the occurrence of any default under the Indenture known to the Trustee with respect to the Notes of a series, the Trustee shall transmit by mail to all holders of Notes of such series entitled to receive reports, notice of such default, unless such default shall have been cured or waived; provided, however, that the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the Notes of such series. For the purpose of this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes of such series.
“Act” means any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to the Indenture to be given or taken by holders of the Notes of a series and the written instrument or instruments in which such action is embodied and by which such action is evidenced.
Substitution and Modification
Notwithstanding anything to the contrary in the Notes or the Indenture, if an Eligible Liabilities Event occurs and is continuing with respect to any series of Notes, including as a result of any change in law or regulation or the application or official interpretation thereof, BBVA may substitute all (but not less than all) of the Notes of such series or modify the terms of all (but not less than all) of the Notes of such series, without the consent or approval of the holders or beneficial owners of the Notes, so that the Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities (as defined in the Indenture), subject to: (i) having given not less than 30 nor more than 90 days’ notice to the holders of such Notes in accordance with the Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification); (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations; and (iii) any variation in the terms of such Notes resulting from such modification or, if such Notes are substituted, any difference between the terms of the Notes and those of the Qualifying Securities by which such Notes are substituted, not being materially prejudicial to the interests of the holders of such Notes and BBVA having delivered an officer’s certificate to the Trustee to that effect not less than five Business Days prior to (a) in the case of a substitution of the Notes, the Issue Date of the relevant Qualifying Securities by which the Notes are substituted or (b) in the case of a modification of the terms and conditions of the Notes, the date such modification becomes effective.
In the case of a modification of the terms and conditions of the Notes of a series, any variation in the ranking of such Notes resulting from any such modification or, in the case of a substitution of the Notes, any difference between the ranking of the Notes and that of the Qualifying Securities by which the Notes are substituted, shall be deemed not to be prejudicial to the interests of the holders of such Notes where the ranking of the Notes or, if the Notes are substituted, of the Qualifying Securities by which the Notes are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to the Notes of such series on their Issue Date.
If the Notes of a series are substituted in accordance with the paragraphs set forth above, the Notes of such series will cease to bear interest from (and including) the date of such substitution.
By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of such Note, (i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to BBVA and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or BBVA for, agrees not to initiate a suit against the Trustee and/or BBVA in respect of, and agrees that neither the Trustee nor BBVA shall be liable for, any action that the Trustee or BBVA takes, or abstains from taking, in either case in connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event.
Outstanding Notes
Among other provisions, in determining whether the holders of the requisite principal amount of outstanding Notes of a series have given any request, demand, authorization, direction, notice, consent or waiver under the Notes of such series or the Indenture, any Note of such series owned by BBVA or any other obligor upon such Notes or any affiliate of BBVA or such other obligor (if any such Notes are so owned), will be deemed not to be outstanding. In addition, the portion of the principal amount of an original issue discount Note (if any) of such series that will be deemed outstanding will be the amount that would be declared due and payable as of the date of determination.
Modifications and Waivers
Modification of the Indenture with Consent of Holders
With the consent, as evidenced in an Act or Acts, as the case may be, of the holders of not less than a majority in principal amount of the Notes of each relevant series outstanding immediately prior thereto affected thereby, voting as a class, BBVA and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes of such series or of modifying in any manner the rights of the holders of the Notes of such series under the Indenture and of waiving future compliance with respect to the Indenture and the Notes of such series; provided, however, that no such supplemental indenture, without the consent of the holder of each Note outstanding immediately prior thereto affected thereby, shall:
•change the stated maturity of the principal of, or any premium or installment of interest on, or any Additional Amounts with respect to, any such Note, or reduce the principal amount thereof or the rate of interest thereon (except that holders of not less than 75% in principal amount of the outstanding Notes of a series may consent by Act, on behalf of the holders of all of the outstanding Notes of such series, to the postponement of the due date of any installment of interest for a period not exceeding three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment)) or any Additional Amounts with respect thereto;
•change any premium payable upon the redemption of such Notes or otherwise;
•change the obligation of BBVA to pay Additional Amounts;
•reduce the amount of the principal of an original issue discount Note (if any) that would be due and payable upon a declaration of acceleration of the maturity of the Note (following an Event of Default) or the amount thereof provable in bankruptcy;
•change the redemption provisions;
•change the place of payment or currency in which the payment of principal, any premium, interest or any Additional Amounts is payable;
•impair the right to take legal action to enforce the payment when due of principal, any premium, interest or any Additional Amounts with respect to the Notes;
•reduce the percentage in principal amount of outstanding Notes of a series the consent of whose holders is required for any supplemental indenture or to waive compliance with, or defaults under, the Indenture or reduce the requirement for a quorum or voting;
•modify the provisions of the Indenture that govern modification thereof with the consent of holders or give waivers of past defaults, and the consequences of such defaults, except to increase the percentage of outstanding Notes the consent of whose holders is required to modify and amend the Indenture or to give any such waiver and except to provide that additional provisions of the Indenture cannot be modified or waived without the consent of each holder of Notes affected thereby; or
•change in any manner adverse to the interests of the holders of outstanding Notes the terms and conditions of the obligations of BBVA in respect of the due and punctual payment of principal, premium or interest (including Additional Amounts), if any, thereon;
except in each case with respect to any modification or amendment of the Indenture or the Notes which is entered into pursuant to, and in accordance with, the provisions described below under “—Modification of the Indenture without Consent of Holders” (in which each such case neither the consent nor the affirmative vote of any holder of any Note affected will be required).
Subject to the payment of certain amounts due to the Trustee, the holders of not less than a majority in principal amount of the outstanding Notes of a series on behalf of the holders of all the Notes of such series may, by Act, waive any past default under the Indenture (with respect to such Notes) and such Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note of such series or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note of such series.
Modification of the Indenture without Consent of Holders
BBVA and the Trustee may modify and amend the Indenture without the consent of the holders of the Notes of a series to:
•evidence the succession of another person to BBVA, and the assumption by any such successor of the covenants of BBVA in the Indenture and in any Notes of such series;
•add to the covenants of BBVA for the benefit of the holders of Notes of all or any series or to surrender any right or power conferred upon BBVA under the Indenture; provided that such Notes do not cease to be fully eligible for inclusion in the Eligible Liabilities Amount (as defined in the Indenture) as a result thereof and subject further to compliance with the Applicable Banking Regulations;
•establish the form or terms of the securities of any new series;
•evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes of one or more series and to add to or change any of the provisions of the Indenture as is necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee under the Indenture;
•cure any ambiguity or correct or supplement any defect or inconsistency in the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture which do not adversely affect the interests of the holders of the Notes of any series in any material respect;
•add to, delete from or revise the conditions, limitations and restrictions on the terms or purposes of issue, authentication and delivery of Notes;
•supplement any of the provisions of the Indenture to such extent as shall be necessary to permit the discharge of any series of Notes, provided such action does not adversely affect the interests of any holders of Notes of any series in any material respect;
•add any additional events of default for the benefit of the holders of Notes of any series; provided that such Notes do not cease to be fully eligible for inclusion in the Eligible Liabilities Amount as a result thereof and subject further to compliance with the Applicable Banking Regulations;
•secure any Notes; provided that such Notes do not cease to be fully eligible for inclusion in the Eligible Liabilities Amount as a result thereof and subject further to compliance with the Applicable Banking Regulations;
•delete, amend or supplement any provision of the Indenture provided such actions do not materially adversely affect the interests of the holders of Notes outstanding immediately prior thereto;
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent necessary to effect, the substitution or modification of any Notes for the purposes of becoming again or remaining Qualifying Securities; or
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent required by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Satisfaction and Discharge
Subject to compliance with the Applicable Banking Regulations and, if required, the prior consent of the Regulator, BBVA may discharge certain obligations to holders of Notes of any series that have not already been delivered to the Trustee for cancellation and that have become due and payable by depositing or causing to be deposited with the Trustee, in trust, funds in an amount sufficient to pay and discharge the entire indebtedness on such Notes, including principal, premium, interest and any Additional Amounts to the date of such deposit. In addition, upon the exercise of the Spanish Bail-in Power with respect to a series of Notes which results in the redemption, cancellation, or the conversion into other securities, of all the Amounts Due on the Notes of such series or such Notes otherwise ceasing to be outstanding, the Indenture shall be deemed satisfied and discharged as to such series of Notes and such Notes shall thereafter be deemed to be not outstanding.
The Notes will not be subject to legal defeasance or covenant defeasance, as each are described in the Indenture.
Consolidation, Merger and Conveyance of Assets; Assumption
Nothing contained in the Indenture or in any of the Notes shall prevent any reconstruction, consolidation, amalgamation or merger of BBVA with or into any other person or persons (whether or not affiliated with BBVA), or successive reconstructions, consolidations, amalgamations or mergers in which BBVA or the successor or successors of BBVA shall be a party or parties, or shall prevent any sale, transfer, conveyance or lease of the property of BBVA as an entirety or substantially as an entirety, to any other person (whether or not affiliated with BBVA); provided that any person formed by any reconstruction, consolidation, amalgamation or merger, or any transferee or lessee of BBVA’s assets shall expressly (except where such assumption is automatic by operation of law) assume the due and punctual payment of the principal of (and premium, if any), interest and Additional Amounts, if any, on the Notes in accordance with the provisions thereof and the Indenture, and the performance of every covenant of the Indenture on the part of BBVA to be performed or observed.
In addition, any holding company or wholly-owned subsidiary of BBVA may assume BBVA’s obligations under the Notes of any series without the consent of any holder of Notes; provided that certain conditions are satisfied, including that, immediately after such assumption, the successor person has ratings for long-term senior debt assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors) which are the same as, or higher than, the credit rating for long-term senior debt of BBVA (or, if applicable, the previous successor person) assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors).
In the event of any reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance or lease, or any assumption of obligations under the Notes of a series permitted by the Indenture, the acquiring, resulting or successor person, as the case may be, shall succeed to, and substitute, and may exercise every right and power of, BBVA under the Indenture with respect to any such Notes with the same effect as if such person had been named as BBVA in the Indenture, and BBVA or any legal and valid successor person which shall theretofore have become such in the manner prescribed in the Indenture, shall be released from all liability as obligor and any other obligations and covenants under the Indenture and under any such Notes, as the case may be.
In the event the acquiring, resulting or successor person is not incorporated or tax resident in Spain, Additional Amounts under the Notes will thereafter be payable in respect of taxes imposed by the acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the obligation to pay Additional Amounts for taxes imposed by the laws of Spain) rather than taxes imposed by Spain. In addition, such acquiring, resulting or successor person not incorporated or tax resident in Spain will be entitled to redeem the Notes in the circumstances described in the first paragraph of “—Redemption—Early Redemption for Taxation Reasons” upon any change in or any amendment to the laws or regulations of such acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (including any treaty to which such jurisdiction is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations; provided that the relevant change, amendment, application or interpretation has become effective subsequent to the date of the reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance, lease or assumption, as the case may be.
The Trustee
The Bank of New York Mellon, the Trustee currently appointed pursuant to the Indenture, has its principal corporate trust office located at 240 Greenwich Street, New York, NY 10286, and the Indenture is administered by The Bank of New York Mellon acting (except with respect to its role as security registrar) through its London Branch at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom or such other location as notified by the Trustee to BBVA from time to time. The Trustee and any trustee appointed pursuant to the Indenture shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act.
BBVA’s obligation to indemnify the Trustee in accordance with the Indenture shall survive the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes. Additionally, by its acquisition of any Notes, each holder thereof acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of any series, (i) the Trustee shall not be required to take any further directions from holders with respect to any portion of the Notes of such series that is written down, converted to equity and/or cancelled under the provision of the Indenture which authorizes holders of a majority in aggregate outstanding principal amount of the Notes to direct certain actions relating to the Notes; and (ii) the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to such Notes.
Notwithstanding the foregoing, if, following the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any series of Notes, any Notes of such series remain outstanding (for example, if such exercise results in only a partial write-down of the principal amount of the Notes of such series), then there shall at all times be a trustee for the Notes of such series in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed between BBVA and the Trustee following the completion of the exercise of the Spanish Bail-in Power.
Subject to the provisions of the Trust Indenture Act, the Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request of any holder of Notes, unless such holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.
BBVA and some of its subsidiaries maintain deposits with and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of business.
Successor Trustees and Other Successor Agents
The Trustee may resign or be removed by holders of a majority in principal amount of Notes at any time, effective upon the acceptance by a successor Trustee of the respective appointment. The Indenture provides that any successor Trustee will have a combined capital and surplus of not less than $50,000,000 and shall be a corporation, association, company or business trust organized and doing business under the laws of the United States or any of its states or territories or the District of Columbia and in good standing. No person shall accept its appointment as a successor Trustee with respect to the Notes unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the Indenture.
Additionally, each of the Paying Agent and the Calculation Agent may resign or be removed by BBVA, subject to certain notice requirements and the appointment of a successor Paying Agent or Calculation Agent, as the case may be, as provided in the Indenture.
Repayment of Funds
All monies paid by BBVA to the Trustee or the Paying Agent for payment of principal, premium or interest and any Additional Amounts on any Notes which remain unclaimed at the end of two years after that payment has become due and payable will be paid to BBVA, on BBVA’s request, and all liability of the Trustee or the Paying Agent related to it will cease, and, if permitted by law, the holder of the applicable Note will look only to BBVA for any payment which such holder may be entitled to collect.
Prescription
In accordance with applicable law, all claims against BBVA for payment of principal, premium, interest or Additional Amounts on or in respect of any Notes will become void unless made within the earlier of (i) six years or (ii) any applicable shorter period provided for under New York law, starting from the later of the date on which that payment first became due and the date on which the full amount was received by the Trustee or the Paying Agent.
Governing Law
The Notes and the Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by BBVA of the Indenture and the authorization, issuance and execution by BBVA of the Notes of each series shall be governed by and construed in accordance with the common laws of Spain. In addition, certain provisions of the Notes of each series and the Indenture related to the status and ranking of the Notes, the waiver of the right of set-off and the agreement by holders of Notes with respect to the exercise and effects of the Spanish Bail-in Power shall be governed by and construed in accordance with the common laws of Spain.
Submission to Jurisdiction
Except as provided in the paragraph immediately below, BBVA irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, in any suit or proceeding arising out of or relating to the Indenture or the Notes and irrevocably waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Notwithstanding anything to the contrary in the Notes or the Indenture, the Spanish courts shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Indenture or the Notes arising out of, relating to or in connection with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority (a “Bail-in Dispute”) and accordingly each of BBVA, the Trustee, each holder and beneficial owner of any Note and each paying agent, transfer agent, authenticating agent and security registrar submits, to the extent it may effectively do so, to the exclusive jurisdiction of the Spanish courts in relation to any Bail-in Dispute. Each of BBVA, the Trustee, each holder and beneficial owner of any Notes and each paying agent, transfer agent, authenticating agent and security registrar further irrevocably waives, to the extent it may effectively do so, any objection to the Spanish courts on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.
Agreement with Respect to the Exercise of the Spanish Bail-in Power
Notwithstanding anything to the contrary in the Notes, the Indenture or any other agreements, arrangements, or understandings between BBVA and any holder of the Notes, by its acquisition of any Notes, each holder (including each holder of a beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Notes of any series, and may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the Amounts Due on such Notes; (b) the conversion of all, or a portion, of the Amounts Due on such Notes into shares, other securities or other obligations of BBVA or another person (and the issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of such Notes; (c) the cancellation of such Notes; (d) the amendment or alteration of the maturity of such Notes or amendment of the amount of interest payable on such Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) the variation of the terms of the Notes of any series, or the rights of the holders thereunder or under the Indenture, as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
“Amounts Due”, with respect to the Notes of a series, means the principal amount of or outstanding amount (if applicable), together with any accrued but unpaid interest, Additional Amounts and premium (if any) due on the Notes of such series. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority. References to such amounts will also include amounts held in trust by BBVA, any paying agent or the Trustee pursuant to the Indenture.
By its acquisition of any Notes, each holder thereof acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the Amounts Due on the Notes of any series, or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of any series, shall: (i) give rise to a default or event of default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or (ii) be a default or an Event of Default with respect to the Notes of any series or under the Indenture. By its acquisition of any Notes, each holder of Notes further acknowledges and agrees that no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of any series. Additionally, by its acquisition of any Notes, each holder of Notes acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of any series: (i) the Trustee will not be required to take any further directions from the holders of Notes with respect to any portion of the Notes that is written down, converted to equity and/or cancelled under the Indenture; and (ii) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of any a series, so long as any Notes of such series remain outstanding, there will at all times be a trustee for the Notes of such series in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes of such series remain outstanding following the completion of the exercise of the Spanish Bail-in Power.
By its acquisition of any Notes, each holder of Notes further agrees to be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary actions, if required, to implement the exercise of the Spanish Bail-in Power with respect to such Notes as it may be imposed, without any further action or direction on the part of such holder of Notes.
Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes of a series, BBVA or the Relevant Spanish Resolution Authority (as the case may be) will provide a written notice to DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power for purposes of notifying the holders of the Notes of such series. BBVA will also deliver a copy of such notice to the Trustee for information purposes.
See “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks— The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” in our Annual Report.
Subsequent Holders’ Agreement
Holders of any Notes that acquire such Notes in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same extent as the holders that acquire such Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the Notes related to the exercise and effects of the Spanish Bail-in Power set forth under “—Agreement with Respect to the Exercise of the Spanish Bail-in Power”.
Purchases of the Notes
BBVA or any of its subsidiaries may at any time purchase the Notes at any price in the open market or otherwise (subject to such purchase being in compliance with Applicable Banking Regulations then in force, and subject to the prior consent of the Regulator if required pursuant to such regulations). Purchased Notes may be held, resold or, at the option of BBVA, surrendered to the Trustee for cancellation (subject to such holding, resale or cancellation being in compliance with Applicable Banking Regulations).
Maintenance of Tax Procedures
The Indenture provides for the timely provision by the Paying Agent of a duly executed and completed Payment Statement in connection with each payment of income (as defined below) under the Notes, and sets forth certain procedures agreed by BBVA and the Paying Agent which aim to facilitate such process, along with a form of the Payment Statement to be used by the Paying Agent. For these purposes, “income” means interest paid on an Interest Payment Date or the amount of the difference, if any, between the aggregate Redemption Price paid upon the redemption of the Notes (or a portion thereof) and the aggregate principal amount of such Notes, as applicable. In addition, BBVA has agreed to, so long as any principal amount of such Notes remains outstanding and insofar as it is practicable, maintain, implement or arrange for the implementation of procedures to facilitate the timely provision of a duly executed and completed Payment Statement in connection with each payment of income under such Notes or the collection of any other documentation concerning such Notes or the beneficial owners thereof that may be required under Spanish law for payments on such Notes not to be subject to Spanish withholding tax.
If the Paying Agent fails to deliver a duly executed and completed Payment Statement on a timely basis, in respect of an Interest Payment Date or in connection with a redemption of the Notes of a series, then the related payment will be subject to Spanish withholding tax. If this were to occur, BBVA would not pay Additional Amounts.
Notices
All notices to holders of Notes shall be validly given if in writing and mailed first-class postage prepaid to them at their respective addresses in the register maintained by the security registrar. While the Notes are in global form, any notice given to the holder of a Note shall be sufficiently given if such notice is given to such holder through DTC, in accordance with DTC’s applicable procedures from time to time.
DESCRIPTION OF
$750,000,000 TIER 2 SUBORDINATED CALLABLE FIXED-TO-FIXED RATE NOTES DUE 2034
Defined terms provided in this section are provided for purposes of this section only and accordingly shall not modify or replace similar defined terms provided elsewhere in this exhibit.
BBVA’s $750,000,000 Tier 2 subordinated callable fixed-to-fixed rate notes due 2034 (the “Notes”) were issued under the indenture with respect to subordinated debt securities (the “Base Indenture”) dated as of July 28, 2016 between BBVA, as issuer, and The Bank of New York Mellon, acting (except with respect to its role as security registrar) through its London Branch, as trustee (the “Trustee”), security registrar, transfer agent and paying agent (the “Paying Agent”), as amended and supplemented, with respect to the Notes, by the first supplemental indenture dated as of November 15, 2023 between BBVA, as issuer, and The Bank of New York Mellon, acting (except with respect to its role as security registrar) through its London Branch, as Trustee, Paying Agent, transfer agent, calculation agent (the “Calculation Agent”) and security registrar (the Base Indenture, as so amended and supplemented with respect to the Notes, the “Indenture”).
The Notes were issued pursuant to resolutions of the board of directors of BBVA adopted on June 25, 2019 and July 28, 2022.
The first supplemental indenture amended and supplemented the Base Indenture in certain material respects. The Base Indenture is included as Exhibit 4.4 to BBVA’s Registration Statement on Form F-3 filed with the SEC on July 29, 2022 and the first supplemental indenture is included as Exhibit 4.13 to BBVA’s report on Form 6-K furnished to the SEC on November 15, 2023 and incorporated by reference into such Registration Statement. Holders of the Notes may also obtain a copy of the Indenture from the Trustee.
The following summary of certain provisions of the Notes and the Indenture does not purport to be complete and is subject, and is qualified in its entirety by reference, to all of the provisions of the Notes and the Indenture, including the definitions of the terms provided therein. Whenever this section refers to specific provisions of or terms defined in the Indenture, we incorporate by reference into this section such specific provisions of or terms defined in the Indenture.
BBVA may issue future notes (including subordinated notes) under other indentures or documentation that contains provisions different from those included in the Indenture, including future subordinated notes under the Base Indenture (as it may be amended and supplemented by any relevant supplemental indenture). BBVA is not prohibited under the Notes or the Indenture from paying any amounts due under any of its obligations at a time when they are in default or have failed to pay any amounts due under the Notes or the Indenture.
General
The Notes were issued in $750,000,000 aggregate principal amount and, unless earlier redeemed by BBVA, will mature at 100% of their principal amount on November 15, 2034 (the “Stated Maturity Date”). The Notes were issued only in registered form in denominations of $200,000 with increments of $200,000 thereafter.
No Notes are entitled to the benefit of any sinking fund or similar custodial arrangement. All payments on or in respect of the Notes are made in U.S. dollars. Therefore, the Notes are issued only as registered securities registered in the name of Cede & Co. (DTC’s nominee), and BBVA has deposited with DTC one or more registered global certificates representing in aggregate the total number of the Notes. As long as DTC or its nominee is the registered holder of such global certificates representing the Notes, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by such global certificates for all purposes under the Indenture and the Notes. Except as described below, owners of beneficial interests in a Note represented by a global certificate are not entitled to have the Notes represented by such global certificates registered in their names, may not receive or be entitled to receive physical delivery of certificated Notes and are not considered the holders of such Notes under the Indenture. Accordingly, each person owning a beneficial interest in a Note represented by a global certificate must rely on the procedures of DTC and, if that person is not a participant in DTC, on the procedures of the participant in DTC through which the person owns its interest, to exercise any rights of a beneficial owner under the Indenture. Beneficial interests in the Notes represented by such global certificates will be exchangeable for Notes represented by individual security certificates, or certificated Notes, and registered in the name or names of owners of such beneficial interests as specified in instructions provided by DTC to the Trustee only if: (i) DTC notifies BBVA in writing that it is unwilling, unable or ineligible to continue to act as depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by BBVA within 60 days after the date of such notice from DTC, (ii) BBVA notifies the Trustee in writing that it has reasonably elected to cause the issuance of definitive registered Notes or (iii) there shall have occurred and be continuing an Event of Default (as defined in the Indenture) with respect to the Notes.
The Indenture provides that, in addition to the Notes, notes, bonds and other evidences of indebtedness of other series may in the future be issued thereunder without limitation as to the maximum aggregate principal amount. BBVA may from time to time, without the consent of the holders of the Notes, create and issue further securities having the same terms and conditions as the previously issued Notes in all respects (or in all respects except for the issue date, the original interest accrual date and/or the issue price), so that such further issue may be consolidated and form a single series with the outstanding Notes; provided, however, that any such further issuance will only be made if either such additional securities are issued with no more than de minimis original issue discount for U.S. federal income tax purposes or any such further issuance is a “qualified reopening” as such term is defined under U.S. Treasury Regulations Section 1.1275-2(k)(3) promulgated under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
Payment of Interest
The Notes bear interest (i) from (and including) November 15, 2023 (the "Issue Date") to (but excluding) the Reset Date (as defined below) or any date of earlier redemption at a fixed rate of 7.883% per annum and (ii) thereafter, from (and including) the Reset Date to (but excluding) the Stated Maturity Date or any date of earlier redemption, at a fixed rate per annum equal to the 1-year UST (as defined below), as determined by the Calculation Agent, plus 330 basis points, such sum being converted to a semi-annual rate in accordance with market convention (rounded to the fifth decimal place, with 0.000005 being rounded upwards). BBVA must pay interest in arrears on the Notes semi-annually on May 15 and November 15 of each year, commencing on May 15, 2024 up to (and including) the Stated Maturity Date or any date of earlier redemption (each an “Interest Payment Date”).
For these purposes, “1-year UST” means an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of one year, as published in the most recent H.15.
“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by BBVA and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time (but prior to) the Reset Determination Date.
“Reset Date” means November 15, 2033.
“Reset Determination Date” means the second Business Day (as defined below) immediately preceding the Reset Date.
Interest on the Notes is computed on the basis of a 360-day year of twelve 30-day months. Except as described below for the first Interest Payment Date, on each Interest Payment Date, BBVA must pay interest on the Notes for the period commencing on (and including) the immediately preceding Interest Payment Date and ending on (and including) the day immediately preceding that Interest Payment Date. On the first Interest Payment Date, BBVA must pay interest for the period beginning on (and including) the Issue Date to (but excluding) the first Interest Payment Date.
If any Interest Payment Date falls on a day that is not a Business Day (as defined in the Indenture), the related interest payment shall be postponed to the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after such Interest Payment Date. If the Stated Maturity Date or date of earlier redemption for the Notes falls on a day that is not a Business Day, payment of principal and interest on the Notes will be made on the next succeeding day that is a Business Day, and no interest will accrue for the period from and after such Stated Maturity Date or date of earlier redemption.
Interest on each Note will be paid only to the person in whose name such Note was registered at the close of business on the 15th calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each such date a “Regular Record Date”).
Payments of Additional Amounts
Any amounts to be paid by BBVA with respect to the Notes must be paid without withholding or deduction for or on account of any and all present or future taxes or duties of whatever nature (“Taxes”) unless such withholding or deduction is required by law. In the event any such withholding or deduction is imposed or levied in respect of payment of interest (but not principal or premium (if any)) by or on behalf of Spain or any political subdivision or authority thereof or therein having the power to tax, BBVA has agreed to pay to the holder of Notes such additional amounts (“Additional Amounts”) as may be necessary in order that the net amount received by such holder of Notes under the Indenture, after such withholding or deduction, shall equal the amount of interest, if any, which would have been receivable by such holder of Notes in the absence of such withholding or deduction. Notwithstanding the foregoing, the Indenture specifies certain situations for which no such Additional Amounts are payable with respect to any Note.
Any reference to the payment of interest shall be deemed to include the payment of Additional Amounts to the extent payable in respect thereof.
Redemption
General
In the event of a redemption with respect to the Notes, the redemption price of the Notes to be redeemed will be 100% of their principal amount together with any accrued but unpaid interest, if any, thereon to, but excluding, the date of redemption (the “Redemption Price”).
If BBVA has elected to redeem Notes but prior to the payment of the Redemption Price to holders of Notes the Relevant Spanish Resolution Authority (as defined in the Indenture) exercises its Spanish Bail-in Power (as defined in the Indenture) with respect to such Notes, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any accrued interest and Additional Amounts payable thereon) will be due and payable.
Any redemption shall be subject to the prior consent of the Regulator (as defined in the Indenture), if required pursuant to Applicable Banking Regulations (as defined in the Indenture), and otherwise in accordance with Articles 77 and 78 of CRR (as defined in the Indenture) and/or any other Applicable Banking Regulations then in force.
Any notice of redemption shall be given not less than five nor more than 30 days prior to the redemption date.
If BBVA elects to redeem Notes, they will cease to accrue interest from the redemption date, unless BBVA fails to pay the Redemption Price on the payment date.
Early Redemption for Taxation Reasons
BBVA may redeem all or part only of the Notes at the Redemption Price if, as a result of any change in or any amendment to the laws or regulations of Spain (including any treaty to which Spain is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change, amendment, application or interpretation becomes effective on or after the Issue Date of the Notes, (i) BBVA would become obligated to pay Additional Amounts in making any payments under the Notes, as described in the section entitled “—Payments of Additional Amounts” above, as a result of any taxes, levies, imposts or other governmental charges imposed (whether by way of withholding or deduction or otherwise) by or for the account of Spain or any political subdivision or authority thereof or therein having the power to tax, (ii) BBVA would not be entitled to claim a deduction in computing tax liabilities in Spain or any political subdivision thereof or therein having the power to tax in respect of any interest to be paid on the next Interest Payment Date on the Notes or the value of such deduction to BBVA would be reduced or (iii) the applicable tax treatment of the Notes would be materially affected and such change was not reasonably foreseeable on the Issue Date; provided that, in the case of (i) above, no such notice to the Trustee of the redemption shall be given earlier than 90 days prior to the earliest date on which BBVA would be obligated to deduct or withhold tax or pay such Additional Amounts were a payment in respect of the Notes then due.
Early Redemption upon a Capital Event
So long as the Notes are included in, or count towards, the Group’s or BBVA’s Tier 2 Capital, BBVA may, at its option, redeem all (but not less than all) the Notes at the Redemption Price if a Capital Event (as defined in the Indenture) occurs with respect to the Notes on or after the Issue Date of the Notes.
Early Redemption upon an Eligible Liabilities Event
To the extent the Notes cease to be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital, BBVA may, at its option, redeem all (but not less than all) the Notes at the Redemption Price if an Eligible Liabilities Event occurs with respect to the Notes on or after the Issue Date of the Notes.
Optional Early Redemption (Issuer Call)
BBVA may, at its option, redeem all or part only of the Notes at the Redemption Price on the Reset Date.
Clean-up Call
If, on or after the Issue Date, Notes representing, in the aggregate, 75% or more of the aggregate principal amount of the Notes (including any Notes issued after the Issue Date and any Notes which have been cancelled by the Trustee in accordance with the Indenture) have been purchased by or on behalf of BBVA or any member of the Group, the Notes may be redeemed, in whole but not in part, at the option of BBVA at any time at the Redemption Price.
Purchases of the Notes
BBVA or any member of the Group or any other legal entity acting on behalf of BBVA may purchase or otherwise acquire any of the outstanding Notes at any price in the open market or otherwise, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations in force at the relevant time. Upon their acquisition, such Notes may be held, resold or, at the option of BBVA, surrendered to the Trustee for cancellation (subject to such holding, resale or cancellation being in compliance with Applicable Banking Regulations). Any such purchased Notes will cease to be deemed “outstanding” under the Indenture (i) for so long as such purchased Notes are held by BBVA or any member of the Group or any other legal entity acting on behalf of BBVA or (ii) if such purchased Notes have been surrendered to the Trustee for cancellation.
Status and Ranking of the Notes
The payment obligations of BBVA under the Notes constitute direct, unconditional, unsecured and subordinated obligations (créditos subordinados) of BBVA, and upon the insolvency (concurso de acreedores) of BBVA, in accordance with and to the extent permitted by the Insolvency Law (as defined in the Indenture) and other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.3 of Law 11/2015 (as defined in the Indenture)) , but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), such payment obligations, for so long as the Notes constitute Tier 2 Instruments of BBVA, will rank: (i) junior to any (a) claim in respect of any unsubordinated obligations of BBVA (including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1 of the Insolvency Law), (b) claim in respect of Senior Subordinated Debt and (c) other subordinated obligations (créditos subordinados) of BBVA which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the obligations of BBVA in respect of the Notes and do not qualify as Additional Tier 1 Instruments or Tier 2 Instruments; (ii) pari passu without any preference or priority among themselves and with all claims in respect of other contractually subordinated obligations of BBVA under any outstanding Tier 2 Instruments, present and future, and any other subordinated obligations (créditos subordinados) of BBVA which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the obligations of BBVA in respect of the Notes; and (iii) senior to (a) any claim in respect of any other subordinated obligations (créditos subordinados) of BBVA which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the obligations of BBVA in respect of the Notes, including, without limitation, any claim in respect of contractually subordinated obligations of BBVA under any outstanding Additional Tier 1 Instruments, present and future, and (b) ordinary shares of BBVA, such that any relevant claim in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.
To the extent the Notes cease to constitute a Tier 2 Instrument of BBVA, upon the insolvency (concurso de acreedores) of BBVA, the payment obligations of BBVA under the Notes will rank: (i) junior to any claim in respect of any unsubordinated obligations of BBVA (including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1 of the Insolvency Law) and any other subordinated obligations which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the obligations of BBVA in respect of Senior Subordinated Debt; (ii) pari passu without any preference or priority among themselves and with all claims in respect of Senior Subordinated Debt, and any other subordinated obligations (créditos subordinados) of BBVA which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the obligations of BBVA in respect of Senior Subordinated Debt; and (iii) senior to
(a) any claim in respect of any other subordinated obligations (créditos subordinados) of BBVA which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the obligations of BBVA in respect of Senior Subordinated Debt, including, without limitation, any claim in respect of contractually subordinated obligations of BBVA under any outstanding Additional Tier 1 Instruments or Tier 2 Instruments, present and future, and (b) ordinary shares of BBVA, such that any relevant claim in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.
“Additional Tier 1 Capital” means Additional Tier 1 capital (capital de nivel 1 adicional) as provided
under Applicable Banking Regulations.
“Additional Tier 1 Instrument” means any instrument of BBVA qualifying as Additional Tier 1
Capital, in whole or in part.
“Senior Subordinated Debt” means the contractually subordinated obligations (créditos subordinados) of BBVA, present and future, ranking as subordinated debt not constituting Additional Tier 1 Capital or Tier 2 Capital of BBVA and/or the Group, in accordance with Spanish law, for the purposes of Additional Provision 14.3.1º of Law 11/2015.
“Tier 2 Capital” means Tier 2 capital (capital de nivel 2) as provided under Applicable Banking “Tier 2 Instrument” means any instrument of BBVA qualifying as Tier 2 Capital, in whole or in part.
Regulations.
Claims of holders in respect of interest on the Notes accrued but unpaid as of the commencement of any insolvency proceeding in respect of BBVA shall constitute subordinated claims (créditos subordinados) against BBVA ranking in accordance with the provisions of the Insolvency Law. No further interest on the Notes shall accrue from the date of declaration of the insolvency of BBVA. Claims in respect of Additional Amounts shall also constitute subordinated claims (créditos subordinados) against BBVA.
Each holder (including, for purposes of this paragraph, each holder of a beneficial interest in the relevant Notes) of the Notes, by his or her acquisition thereof, will be deemed to have agreed to the subordination of the Notes as described above. Each such holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Notes. In addition, each holder of Notes by his or her acceptance thereof, to the extent permitted by Spanish law, authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Notes as provided in the Indenture and as summarized herein and appoints the Trustee his or her attorney-in-fact for any and all such purposes, including, if required, to grant any private or public documents on such holder’s or beneficial owner’s behalf.
Prior to any voluntary or necessary declaration of insolvency of BBVA under the Insolvency Law or any voluntary or mandatory liquidation of BBVA or similar procedure, BBVA may be subject to an Early Intervention or Resolution, or to any other exercise of the Spanish Bail-in Power, and the Notes may be subject to the exercise of the Spanish Bail-in Power, in which case no holder or beneficial owner of any such Note shall have any claim against BBVA in connection with or arising out of any such exercise of the Spanish Bail-in Power.
Events of Default
“Event of Default”, wherever used with respect to the Notes, means (whatever the reason for such Event of Default and whether it shall be voluntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) that, except as set forth in the immediately succeeding paragraph, an order shall have been made by any competent court commencing insolvency proceedings (procedimiento concursal) against BBVA or an order of any competent court or administrative agency shall have been made or a resolution shall have been passed by BBVA for the dissolution or winding up of BBVA (except (i) in the case of a reconstruction, consolidation, amalgamation or merger carried out in compliance with the requirements set forth in “—Consolidation, Merger and Conveyance of Assets; Assumption” (in this case, even without being approved by an Act (as defined below) of the holders of the Notes) or (ii) in any such case for the purpose of a reconstruction or a consolidation or an amalgamation or a merger which has been approved by an Act of the holders of the Notes).
Notwithstanding anything to the contrary in the Notes or the Indenture, any Resolution or Early Intervention with respect to BBVA will not, in and of itself and without regard to any other fact or circumstance, constitute a default or an Event of Default under the immediately preceding paragraph or any other of the terms of the Notes or the Indenture with respect to the Notes. In addition, neither (i) a reduction or cancellation, in part or in full, of the Amounts Due on the Notes or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor (ii) the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, will constitute an Event of Default or default under the Indenture or the Notes or otherwise constitute non-performance of a contractual obligation, or entitle the holders of the Notes to any remedies, which are expressly waived. See “—Agreement and Acknowledgement with Respect to the Exercise of the Spanish Bail-in Power”. In addition, no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
If an Event of Default with respect to the Notes at the time outstanding occurs and is continuing, then the principal of such outstanding Notes will be deemed to have been declared, and will become, immediately and automatically, due and payable, to the extent permitted by the Insolvency Law. For the avoidance of doubt, only an Event of Default (rather than any breach or default under the Indenture or the Notes) may give rise to such a declaration of acceleration.
At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the holders of not less than a majority in principal amount of the outstanding Notes may by Act, rescind and annul such declaration and its consequences if:
1. BBVA has paid or deposited with the Trustee a sum of money sufficient to pay:
(A) all overdue installments of any interest on and Additional Amounts with respect to all Notes;
(B) the principal of and any premium on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in the Notes;
(C) to the extent that payment of such interest or Additional Amounts is lawful, interest upon overdue installments of any interest and Additional Amounts at the rate or rates borne by or provided for in the Notes; and
(D) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under the Indenture; and
2. the Event of Default with respect to the Notes shall have been cured or waived as provided in the Indenture.
No such rescission shall affect any subsequent default or impair any right consequent thereon.
Subject to the payment of certain amounts due to the Trustee (as set forth in prong 1.(D) in the second immediately preceding paragraph), the holders of not less than a majority in principal amount of the outstanding Notes on behalf of the holders of all the Notes may, by Act, waive any past default under the Indenture (with respect to the Notes) and the Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note.
No holder of any Note (which, for these purposes, includes each holder of a beneficial interest in the Notes)has the right to institute any proceeding, judicial or otherwise, with respect to such Note, the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes specifying such Event of Default and stating that such notice is a “Notice of Event of Default” under the Indenture; (ii) the holders of not less than 25% in principal amount of the outstanding Notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture with respect to the Notes and such holder or holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (iv) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding Notes.
Notwithstanding anything to the contrary in the Indenture and the Notes, and subject to the Indenture’s provisions with respect to remedies, the subordination of the Notes and the exercise of the Spanish Bail-In Power, each holder of a Note will have the right, which is absolute and unconditional,to receive payment of the principal of, any premium and, subject to certain provisions in the Indenture with respect to payment of defaulted interest, interest on, and any Additional Amounts with respect to, such Note on or after the dates upon which such amounts become due and payable pursuant to the terms of the Indenture or the terms expressed in such Note (or, in the case of redemption, on or after the redemption date) and to institute suit for the enforcement of any such payment, and such right cannot be impaired without the consent of such holder, except that holders of not less than 75% in principal amount of the outstanding Notes may consent by Act, on behalf of the holders of all outstanding Notes, to the postponement of the due date of any installment of interest for a period not exceeding
three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment).
Within 90 days after the occurrence of any default under the Indenture known to the Trustee with respect to the Notes, the Trustee shall transmit by mail to all holders of Notes entitled to receive reports, notice of such default, unless such default shall have been cured or waived; provided, however, that the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the Notes. For the purpose of this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Notes.
“Act” means any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to the Indenture to be given or taken by holders of the Notes and the written instrument or instruments in which such action is embodied and by which such action is evidenced.
Substitution and Modification
Notwithstanding anything to the contrary in the Notes or the Indenture, if (only so long as the Notes are included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) a Capital Event or (to the extent the Notes cease to be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) an Eligible Liabilities Event occurs with respect to the Notes, including as a result of any change in law or regulation or the application or official interpretation thereof, BBVA may substitute all (but not less than all) of the Notes or modify the terms of all (but not less than all) of the Notes, without the consent or approval of the holders or beneficial owners of the Notes, so that the Notes are substituted by, or their terms are modified to, become again, or remain, Qualifying Securities (as defined in the Indenture), subject to: (i) having given not less than five nor more than 30 days’ notice to the holders of the Notes in accordance with the Indenture and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification); (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations; and (iii) any variation in the terms of the Notes resulting from such modification or, if the Notes are substituted, any difference between the terms of the Notes and those of the Qualifying Securities by which the Notes are substituted, not being materially prejudicial to the interests of the holders of the Notes and BBVA having delivered an officer’s certificate to the Trustee to that effect not less than five Business Days prior to (a) in the case of a substitution of the Notes, the Issue Date of the relevant Qualifying Securities by which the Notes are substituted or (b) in the case of a modification of the terms and conditions of the Notes, the date such modification becomes effective.
In the case of a modification of the terms and conditions of the Notes, any variation in the ranking of the Notes resulting from any such modification or, in the case of a substitution of the Notes, any difference between the ranking of the Notes and that of the Qualifying Securities by which the Notes are substituted, shall be deemed not to be prejudicial to the interests of the holders of the Notes where the ranking of the Notes or, if the Notes are substituted, of the Qualifying Securities by which the Notes are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to the Notes on their Issue Date.
If the Notes are substituted in accordance with the paragraphs set forth above, the Notes will cease to bear interest from (and including) the date of such substitution.
By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of such Note, (i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms of the Notes as set forth above and to grant to BBVA and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee and/or BBVA for, agrees not to initiate a suit against the Trustee and/or BBVA in respect of, and agrees that neither the Trustee nor BBVA shall be liable for, any action that the Trustee or BBVA takes, or abstains from taking, in either case in connection with the substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event or a Capital Event, as the case may be.
Outstanding Notes
Among other provisions, in determining whether the holders of the requisite principal amount of
outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Notes or the Indenture, any Note owned by BBVA or any other obligor upon the Notes or any affiliate of BBVA or such other obligor (if any such Notes are so owned), will be deemed not to be outstanding. In addition, the portion of the principal amount of an original issue discount Note (if any) that will be deemed outstanding will be the amount that would be declared due and payable as of the date of determination.
Modifications and Waivers
Modification of the Indenture with Consent of Holders
With the consent, as evidenced in an Act or Acts, as the case may be, of the holders of not less than a majority in principal amount of the Notes outstanding immediately prior thereto affected thereby, voting as a class, BBVA and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the holders of the Notes under the Indenture and of waiving future compliance with respect to the Indenture and the Notes; provided, however, that no such supplemental indenture, without the consent of the holder of each Note outstanding immediately prior thereto affected thereby, shall:
•change the stated maturity of the principal of, or any premium or installment of interest on, or any
Additional Amounts with respect to, any such Note, or reduce the principal amount thereof or the rate of interest thereon (except that holders of not less than 75% in principal amount of the outstanding Notes may consent by Act, on behalf of the holders of all of the outstanding Notes, to the postponement of the due date of any installment of interest for a period not exceeding three years from the original due date of such installment (which original due date shall have been fixed, for the avoidance of doubt, prior to any previous postponements of such installment)) or any Additional Amounts with respect thereto;
•change any premium payable upon the redemption of the Notes or otherwise;
•change the obligation of BBVA to pay Additional Amounts;
•reduce the amount of the principal of an original issue discount Note (if any) that would be due and payable upon a declaration of acceleration of the maturity of the Note (following an Event of Default) or the amount thereof provable in bankruptcy;
•change the redemption provisions;
•change the place of payment or currency in which the payment of principal, any premium, interest or any Additional Amounts is payable;
•impair the right to take legal action to enforce the payment when due of principal, any premium,
interest or any Additional Amounts with respect to the Notes;
•reduce the percentage in principal amount of outstanding Notes the consent of whose holders is required for any supplemental indenture or to waive compliance with, or defaults under, the Indenture or reduce the requirement for a quorum or voting;
•modify any of the provisions of the Indenture relating to the subordination of the outstanding Notes in a manner adverse to holders of outstanding Notes;
•modify the provisions of the Indenture that govern modification thereof with the consent of holders or give waivers of past defaults, and the consequences of such defaults, except to increase the percentage of outstanding Notes the consent of whose holders is required to modify and amend the Indenture or to give any such waiver and except to provide that additional provisions of the Indenture cannot be modified or waived without the consent of each holder of Notes affected thereby; or
•change in any manner adverse to the interests of the holders of outstanding Notes the terms and
conditions of the obligations of BBVA in respect of the due and punctual payment of principal, premium or interest (including Additional Amounts), if any, thereon;
except in each case with respect to any modification or amendment of the Indenture or the Notes which is entered into pursuant to, and in accordance with, the provisions described below under “—Modification of the Indenture without Consent of Holders” (in which each such case neither the consent nor the affirmative vote of any holder of any Note affected will be required).
Subject to the payment of certain amounts due to the Trustee, the holders of not less than a majority in principal amount of the outstanding Notes on behalf of the holders of all the Notes may, by Act, waive any past default under the Indenture (with respect to the Notes) and the Notes and its consequences, except a default in the payment of the principal of or any premium, or interest on, or any Additional Amounts with respect to, any Note or in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note.
Modification of the Indenture without Consent of Holders
BBVA and the Trustee may modify and amend the Indenture without the consent of the holders of the Notes to:
•evidence the succession of another person to BBVA, and the assumption by any such successor of
the covenants of BBVA in the Indenture and in any Notes;
•add to the covenants of BBVA for the benefit of the holders of Notes or to surrender any right or
power conferred upon BBVA under the Indenture; provided that the Notes do not cease, as a result thereof, to (so long as the Notes are included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital or (to the extent the Notes cease to be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be fully eligible for inclusion in the Eligible Liabilities Amount (as defined in the Indenture), and subject further to compliance with the Applicable Banking Regulations;
•establish the form or terms of the securities of any new series;
•evidence and provide for the acceptance of appointment by a successor trustee with respect to the
Notes of one or more series and to add to or change any of the provisions of the Indenture as is
necessary to provide for or facilitate the administration of the trusts thereunder by more than one
trustee under the Indenture;
•cure any ambiguity or correct or supplement any defect or inconsistency in the Indenture, or make any other provisions with respect to matters or questions arising under the Indenture which do not adversely affect the interests of the holders of the Notes in any material respect;
•add to, delete from or revise the conditions, limitations and restrictions on the terms or purposes of issue, authentication and delivery of Notes;
•supplement any of the provisions of the Indenture to such extent as shall be necessary to permit the discharge of the Notes, provided such action does not adversely affect the interests of any holders of Notes in any material respect;
•add any additional events of default for the benefit of the holders of Notes; provided that the Notes do not cease, as a result thereof, to (so long as the Notes are included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital or (to the extent the Notes cease to be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be fully eligible for inclusion in the Eligible Liabilities Amount, and subject further to compliance with the Applicable Banking Regulations;
•secure any Notes; provided that the Notes do not cease, as a result thereof, to (so long as the Notes are included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital or (to the extent the Notes cease to be included in, or count towards, the Group’s or BBVA’s Tier 2 Capital) be fully eligible for inclusion in the Eligible Liabilities Amount, and subject further to compliance with the Applicable Banking Regulations;
•delete, amend or supplement any provision of the Indenture provided such actions do not materially adversely affect the interests of the holders of Notes outstanding immediately prior thereto;
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent necessary to effect, the substitution or modification of any Notes for the purposes of becoming again or remaining Qualifying Securities; or
•delete, amend or supplement any provision of the Indenture or the Notes as a result of, and to the extent required by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Satisfaction and Discharge
Subject to compliance with the Applicable Banking Regulations and, if required, the prior consent of the Regulator, BBVA may discharge certain obligations to holders of Notes that have not already been delivered to the Trustee for cancellation and that have become due and payable by depositing or causing to be deposited with the Trustee, in trust, funds in an amount sufficient to pay and discharge the entire indebtedness on such Notes, including principal, premium, interest and any Additional Amounts to the date of such deposit. In addition, upon the exercise of the Spanish Bail-in Power with respect to the Notes which results in the redemption, cancellation, or the conversion into other securities, of all the Amounts Due on the Notes or such Notes otherwise ceasing to be outstanding, the Indenture shall be deemed satisfied and discharged as to such Notes and such Notes shall thereafter be deemed to be not outstanding.
The Notes will not be subject to legal defeasance or covenant defeasance, as each are described in the Indenture.
Consolidation, Merger and Conveyance of Assets; Assumption
Nothing contained in the Indenture or in any of the Notes shall prevent any reconstruction, consolidation, amalgamation or merger of BBVA with or into any other person or persons (whether or not affiliated with BBVA), or successive reconstructions, consolidations, amalgamations or mergers in which BBVA or the successor or successors of BBVA shall be a party or parties, or shall prevent any sale, transfer, conveyance or lease of the property of BBVA as an entirety or substantially as an entirety, to any other person (whether or not affiliated with BBVA); provided that any person formed by any reconstruction, consolidation, amalgamation or merger, or any transferee or lessee of BBVA’s assets shall expressly (except where such assumption is automatic by operation of law) assume the due and punctual payment of the principal of (and premium, if any), interest and Additional Amounts, if any, on the Notes in accordance with the provisions thereof and the Indenture, and the performance of every covenant of the Indenture on the part of BBVA to be performed or observed.
In addition, any holding company or wholly-owned subsidiary of BBVA may assume BBVA’s obligations under the Notes without the consent of any holder of Notes; provided that certain conditions are satisfied, including that, immediately after such assumption, the successor person has ratings for long-term subordinated debt assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors) which are the same as, or higher than, the credit rating for long-term subordinated debt of BBVA (or, if applicable, the previous successor person) assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors).
In the event of any reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance or lease, or any assumption of obligations under the Notes permitted by the Indenture, the acquiring, resulting or successor person, as the case may be, shall succeed to, and substitute, and may exercise every right and power of, BBVA under the Indenture with respect to the Notes with the same effect as if such person had been named as BBVA in the Indenture, and BBVA or any legal and valid successor person which shall theretofore have become such in the manner prescribed in the Indenture, shall be released from all liability as obligor and any other obligations and covenants under the Indenture and under the Notes, as the case may be.
In the event the acquiring, resulting or successor person is not incorporated or tax resident in Spain, Additional Amounts under the Notes will thereafter be payable in respect of taxes imposed by the acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (subject to exceptions equivalent to those that apply to the obligation to pay Additional Amounts for taxes imposed by the laws of Spain) rather than taxes imposed by Spain. In addition, such acquiring, resulting or successor person not incorporated or tax resident in Spain will be entitled to redeem the Notes in the circumstances described in “—Redemption—Early Redemption for Taxation Reasons” upon any change in or any amendment to the laws or regulations of such acquiring, resulting or successor person’s jurisdiction of incorporation or tax residence (including any treaty to which such jurisdiction is a party) or any political subdivision or any authority or agency thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations; provided that the relevant change, amendment, application or interpretation has become effective subsequent to the date of the reconstruction, consolidation, amalgamation, merger, sale, transfer, conveyance, lease or assumption, as the case may be.
The Trustee
The Bank of New York Mellon, the Trustee currently appointed pursuant to the Indenture, has its principal corporate trust office located at 240 Greenwich Street, New York, NY 10286, and the Indenture is administered by The Bank of New York Mellon acting (except with respect to its role as security registrar) through its London Branch at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom or such other location as notified by the Trustee to BBVA from time to time. The Trustee and any trustee appointed pursuant to the Indenture shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act.
BBVA’s obligation to indemnify the Trustee in accordance with the Indenture shall survive the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to any Notes. Additionally, by its acquisition of any Notes, each holder thereof acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, (i) the Trustee shall not be required to take any further directions from holders with respect to any portion of the Notes that is written down, converted to equity and/or cancelled under the provision of the Indenture which authorizes holders of a majority in aggregate outstanding principal amount of the Notes to direct certain actions relating to the Notes; and (ii) the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes.
Notwithstanding the foregoing, if, following the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, any Notes remain outstanding (for example, if such exercise results in only a partial write-down of the principal amount of the Notes), then there shall at all times be a trustee for the Notes in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed between BBVA and the Trustee following the completion of the exercise of the Spanish Bail-in Power.
Subject to the provisions of the Trust Indenture Act, the Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request of any holder of Notes, unless such holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.
BBVA and some of its subsidiaries maintain deposits with and conduct other banking transactions with The Bank of New York Mellon in the ordinary course of business.
Successor Trustees and Other Successor Agents
The Trustee may resign or be removed by holders of a majority in principal amount of Notes at any time, effective upon the acceptance by a successor Trustee of the respective appointment. The Indenture provides that any successor Trustee will have a combined capital and surplus of not less than $50,000,000 and shall be a corporation, association, company or business trust organized and doing business under the laws of the United States or any of its states or territories or the District of Columbia and in good standing. No person shall accept its appointment as a successor Trustee with respect to the Notes unless at the time of such acceptance such successor Trustee shall be qualified and eligible under the Indenture.
Additionally, each of the Paying Agent and the Calculation Agent may resign or be removed by BBVA, subject to certain notice requirements and the appointment of a successor Paying Agent or Calculation Agent, as applicable, as provided in the Indenture.
Repayment of Funds
All monies paid by BBVA to the Trustee or the Paying Agent for payment of principal, premium or interest and any Additional Amounts on any Notes which remain unclaimed at the end of two years after that payment has become due and payable will be paid to BBVA, on BBVA’s request, and all liability of the Trustee or the Paying Agent related to it will cease, and, if permitted by law, the holder of the applicable Note will look only to BBVA for any payment which such holder may be entitled to collect.
Prescription
In accordance with applicable law, all claims against BBVA for payment of principal, premium, interest or Additional Amounts on or in respect of any Notes will become void unless made within the earlier of (i) six years or (ii) any applicable shorter period provided for under New York law, starting from the later of the date on which that payment first became due and the date on which the full amount was received by the Trustee or the Paying Agent.
Governing Law
The Notes and the Indenture shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by BBVA of the Indenture and the authorization, issuance and execution by BBVA of the Notes shall be governed by and construed in accordance with the common laws of Spain. In addition, certain provisions of the Notes and the Indenture related to the status and ranking of the Notes, the waiver of the right of set-off and the agreement by holders of Notes with respect to the exercise and effects of the Spanish Bail-in Power shall be governed by and construed in accordance with the common laws of Spain.
Submission to Jurisdiction
Except as provided in the paragraph immediately below, BBVA irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or state court in the Borough of Manhattan, The City of New York, New York, in any suit or proceeding arising out of or relating to the Indenture or the Notes and irrevocably waives, to the extent it may effectively do so, any objection which it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Notwithstanding anything to the contrary in the Notes or the Indenture, the Spanish courts shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Indenture or the Notes arising out of, relating to or in connection with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority (a “Bail-in Dispute”) and accordingly each of BBVA, the Trustee, each holder and beneficial owner of any Note and each paying agent, transfer agent, authenticating agent and security registrar submits, to the extent it may effectively do so, to the exclusive jurisdiction of the Spanish courts in relation to any Bail-in Dispute. Each of BBVA, the Trustee, each holder and beneficial owner of any Notes and each paying agent, transfer agent, authenticating agent and security registrar further irrevocably waives, to the extent it may effectively do so, any objection to the Spanish courts on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.
Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power
Notwithstanding anything to the contrary in the Notes, the Indenture or any other agreements, arrangements, or understandings between BBVA and any holder of Notes, by its acquisition of any Notes, each holder (including, for purposes of this section, each holder of a beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Notes, and may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the Amounts Due on the Notes; (b) the conversion of all, or a portion, of the Amounts Due on the Notes into shares, other securities or other obligations of BBVA or another person (and
the issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes; (c) the cancellation of the Notes; (d) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (ii) the variation of the terms of the Notes, or the rights of the holders thereunder or under the Indenture, as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
“Amounts Due”, with respect to the Notes, means the principal amount of or outstanding amount (if applicable), together with any accrued but unpaid interest, Additional Amounts and premium (if any) due on the Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority. References to such amounts will also include amounts held in trust by BBVA, any paying agent or the Trustee pursuant to the Indenture.
By its acquisition of any Notes, each holder thereof acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the Amounts Due on the Notes, or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, shall: (i) give rise to a default or event of default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or (ii) be a default or an Event of Default with respect to the Notes or under the Indenture. By its acquisition of any Notes, each holder of Notes further acknowledges and agrees that no repayment or payment of Amounts Due on the Notes will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
By its acquisition of any Notes, each holder of Notes, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes. Additionally, by its acquisition of any Notes, each holder of Notes acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes: (i) the Trustee will not be required to take any further directions from the holders of Notes with respect to any portion of the Notes that is written down, converted to equity and/ or cancelled under the Indenture; and (ii) the Indenture will not impose any duties upon the Trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, so long as any Notes remain outstanding, there will at all times be a trustee for the Notes in accordance with the Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Notes remain outstanding following the completion of the exercise of the Spanish Bail-in Power.
By its acquisition of any Notes, each holder of Notes further agrees to be deemed to have authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Notes to take any and all necessary actions, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Notes as it may be imposed, without any further action or direction on the part of such holder of Notes.
Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Notes, BBVA or the Relevant Spanish Resolution Authority (as the case may be) will provide a written notice to DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power for purposes of notifying the holders of the Notes. BBVA will also deliver a copy of such notice to the Trustee for information purposes.
See “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks— The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” in our Annual Report.
Subsequent Holders’ Agreement
Holders of any Notes that acquire such Notes in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same extent as the holders that acquire such Notes upon their initial issuance, including, without limitation, with respect to the acknowledgment and agreement to be bound by and consent to the terms of the Notes related to the exercise and effects of the Spanish Bail-in Power set forth under “—Agreement and Acknowledgement with Respect to the Exercise of the Spanish Bail-in Power”.
Maintenance of Tax Procedures
The Indenture provides for the timely provision by the Paying Agent of a duly executed and completed Payment Statement in connection with each payment of income (as defined below) under the Notes, and sets forth certain procedures agreed by BBVA and the Paying Agent which aim to facilitate such process, along with a form of the Payment Statement to be used by the Paying Agent. For these purposes, “income” means interest paid on an Interest Payment Date or the amount of the difference, if any, between the aggregate Redemption Price paid upon the redemption of the Notes (or a portion thereof) and the aggregate principal amount of such Notes, as applicable. In addition, BBVA has agreed to, so long as any principal amount of the Notes remains outstanding and insofar as it is practicable, maintain, implement or arrange for the implementation of procedures to facilitate the timely provision of a duly executed and completed Payment Statement in connection with each payment of income under the Notes or the collection of any other documentation concerning the Notes or the beneficial owners thereof that may be required under Spanish law for payments on the Notes not to be subject to Spanish withholding tax.
If the Paying Agent fails to deliver a duly executed and completed Payment Statement on a timely basis, in respect of an Interest Payment Date or in connection with a redemption of the Notes, then the related payment will be subject to Spanish withholding tax. If this were to occur, BBVA would not pay Additional Amounts.
Notices
All notices to holders of Notes shall be validly given if in writing and mailed first-class postage prepaid to them at their respective addresses in the register maintained by the security registrar. While the Notes are in global form, any notice given to the holder of a Note shall be sufficiently given if such notice is given to such holder through DTC, in accordance with DTC’s applicable procedures from time to time.
DESCRIPTION OF
$1,000,000,000 SERIES 12 NON-STEP-UP NON-CUMULATIVE CONTINGENT CONVERTIBLE PERPETUAL PREFERRED TIER 1 SECURITIES
Defined terms provided in this section are provided for purposes of this section only and accordingly shall not modify or replace similar defined terms provided elsewhere in this exhibit.
BBVA’s $1,000,000,000 Series 12 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”) were issued under the indenture dated September 25, 2017 (the “Contingent Convertible Preferred Securities Indenture”) between BBVA, as issuer, and The Bank of New York Mellon, acting (except with respect to its role as contingent convertible preferred security registrar) through its London Branch, as trustee, paying and conversion agent, principal paying agent and contingent convertible preferred security registrar, as amended and supplemented, with respect to the Preferred Securities, by the third supplemental indenture dated as of September 19, 2023 between BBVA, as issuer, The Bank of New York Mellon, acting (except with respect to its role as contingent convertible preferred security registrar) through its London Branch, as trustee, paying and conversion agent, calculation agent, principal paying agent and contingent convertible preferred security registrar (the Contingent Convertible Preferred Securities Indenture, as so amended and supplemented with respect to the Preferred Securities, the “Indenture”).
The Preferred Securities were issued pursuant to the resolution of the board of directors of BBVA adopted on June 27, 2023.
The third supplemental indenture amended and supplemented the Contingent Convertible Preferred Securities Indenture in certain material respects. The Contingent Convertible Preferred Securities Indenture is included as Exhibit 4.6 to BBVA’s Registration Statement on Form F-3 filed with the SEC on July 29, 2022, and the third supplemental indenture is included as Exhibit 4.11 to BBVA’s report on Form 6-K furnished to the SEC on September 19, 2023 and incorporated by reference into such Registration Statement. Holders of the Preferred Securities may also obtain a copy of the Indenture from the trustee.
The following summary of certain provisions of the Preferred Securities and the Indenture does not purport to be complete and is subject, and qualified in its entirety by reference, to all the provisions of the Preferred Securities and the Indenture, including the definitions of the terms provided therein. Whenever we refer to specific provisions of or terms defined in the Indenture in this section, we incorporate by reference into this section such specific provisions of or terms defined in the Indenture.
BBVA may issue future preferred securities under other indentures or documentation that contains provisions different from those included in the Indenture, including future preferred securities under the Contingent Convertible Preferred Securities Indenture (as it may be amended and supplemented by any relevant supplemental indenture). BBVA is not prohibited under the Preferred Securities or the Indenture from paying any amounts due under any of its obligations at a time when they are in default or BBVA has failed to pay any amounts due under the Preferred Securities or the Indenture.
General
The Preferred Securities were issued in an aggregate Liquidation Preference of $1,000,000,000. The Preferred Securities are perpetual instruments with no fixed maturity or fixed redemption date. The Preferred Securities were issued in registered form and will carry a liquidation preference of $200,000 per Preferred Security. The Preferred Securities constitute a series of contingent convertible preferred securities under the Contingent Convertible Preferred Securities Indenture.
The Preferred Securities were issued in the form of one or more global certificates, deposited with a custodian for DTC, and Preferred Securities represented thereby were registered in the name of Cede & Co., as nominee for DTC. Beneficial interests in the Preferred Securities are shown on, and transfers thereof may be effected only through, the book-entry records maintained by DTC and its participants. Holders of Preferred Securities will not receive definitive Preferred Securities except as provided in the Indenture.
As described under “—Distributions—Distributions Discretionary” herein, the terms of the Preferred Securities provide that BBVA may elect, in its sole and absolute discretion, to cancel the payment of any Distribution (as defined in the Indenture) on the Preferred Securities in whole or in part at any time and for any or no reason. As described under “—Distributions—Restrictions on Payments” herein, the terms of the Preferred Securities also provide for circumstances under which BBVA is restricted from making a Distribution (in whole or in part) on the Preferred Securities on a Distribution Payment Date, and the Distribution payable in respect of any such Distribution Payment Date shall be deemed cancelled (in whole or in part) and therefore not due and payable. Distributions are only due and payable on a Distribution Payment Date to the extent they are not cancelled or deemed cancelled previously or thereafter in accordance with the provisions of the Indenture. Any Distributions cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described herein shall not be due and shall not accumulate or be payable at any time thereafter, and holders of the Preferred Securities shall have no rights thereto or to receive any additional Distributions or compensation as a result of such cancellation or deemed cancellation. For the avoidance of doubt, non-payment of a Distribution (or any part thereof) in respect of the Preferred Securities shall evidence BBVA’s exercise of its discretion to cancel such Distribution (or such part thereof), and accordingly such Distribution (or such part thereof) shall also not be due and payable. Furthermore, Distributions on the Preferred Securities are non-cumulative. Accordingly, if any Distribution (or any part thereof) is not paid in respect of the Preferred Securities, then the right of the holders to receive the relevant Distribution (or such part thereof) in respect of the relevant Distribution Period will be extinguished and BBVA will have no obligation to pay such Distribution (or such part thereof) accrued for such Distribution Period or to pay any interest thereon, whether or not Distributions on the Preferred Securities are paid in respect of any future Distribution Period.
As the Preferred Securities are perpetual and have no fixed maturity or fixed redemption date, unless the Preferred Securities are redeemed, a holder may not receive any payments with respect to the Preferred Securities as BBVA is not required to pay the Liquidation Preference of the Preferred Securities at any time prior to a Liquidation Event and BBVA has the sole and absolute discretion at all times and for any or no reason to cancel in whole or in part any Distribution.
No premium, upon redemption or otherwise, shall be payable by BBVA on the Preferred Securities.
By acquiring any Preferred Security, each holder and beneficial owner acknowledges and agrees that: (i) Distributions are payable solely at BBVA’s discretion, and no amount of Distribution shall become or remain due and payable in respect of the relevant Distribution Period to the extent that it has been cancelled or deemed cancelled by BBVA and/or as a result of the limitations on payment set forth under “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein; and (ii) a cancellation or deemed cancellation of any Distribution (in whole or in part) in accordance with the terms of the Indenture and the Preferred Securities shall not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture, or the occurrence of any event related to BBVA’s insolvency or entitle holders to take any action to cause such Distribution to be paid or the liquidation, dissolution or winding-up of BBVA or in any way limit or restrict BBVA from making any distribution or equivalent payment in connection with any instrument, including any instrument ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital of BBVA or any member of the BBVA Group), or in respect of any Parity Security or other Security, except to the extent Applicable Banking Regulations (as defined in the Indenture) otherwise provide.
As provided in the Indenture, if a Trigger Event occurs, the Preferred Securities will be converted in whole and not in part, and if a Capital Reduction occurs, the Preferred Securities will be converted in whole and not in part except for Preferred Securities in respect of which such holders have elected not to convert such Preferred Securities. To exercise such right, a holder of Preferred Securities must complete, sign and deposit at the specified office of any Paying and Conversion Agent (as defined in the Indenture) a duly completed and signed Election Notice, in the form indicated in the Capital Reduction Notice, on or before the tenth Business Day (as defined in the Indenture) immediately following the Capital Reduction Notice Date.
Upon any Trigger Event, holders (and beneficial owners) of any Preferred Securities shall have no claim against BBVA in respect of (i) any Liquidation Preference of the Preferred Securities or (ii) any accrued and unpaid Distributions in respect of Preferred Securities, and the Preferred Securities shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares).
Upon any Capital Reduction, holders (and beneficial owners) of any Preferred Securities, other than holders of Preferred Securities in respect of which such holders have elected not to convert such Preferred Securities as provided under “—Conversion—Conversion Upon Capital Reduction” herein, shall have no claim against BBVA in respect of any Liquidation Preference of such Preferred Securities, and the Preferred Securities, other than Preferred Securities in respect of which holders have elected not to convert such Preferred Securities as provided under “—Conversion—Conversion Upon Capital Reduction” herein shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the Indenture with respect to certain stamp and similar taxes.
As provided in the Indenture, holders of the Preferred Securities may elect to have their Common Shares delivered in the form of Common Shares or ADSs. The obligation to deliver ADSs if a holder elects to have its Common Shares delivered in such form will apply only if on the relevant Conversion Settlement Date BBVA continues to maintain an ADS depositary facility. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of such ADSs in accordance with the Delivery Notice.
In order to obtain delivery of the relevant Common Shares on Conversion, the relevant holder must deliver a duly completed Delivery Notice together with the Preferred Securities held by it in accordance with the provisions set out in the Indenture. In addition, within ten Business Days following the Conversion Settlement Date, all Common Shares held by the Conversion Shares Depository in respect of which the applicable Preferred Securities and a duly completed Delivery Notice have not been received on or before the Notice Cut-off Date as aforesaid will be sold by or on behalf of the Selling Agent as soon as reasonably practicable and (subject to the deduction by or on behalf of the Selling Agent of any amount payable in respect of its liability to taxation and the payment of any capital, stamp, issue, registration and/or transfer taxes and duties (if any) and any fees or costs incurred by or on behalf of the Selling Agent in connection with the sale and allotment thereof) the net proceeds of such sale shall as soon as reasonably practicable be distributed pro rata to the relevant holders in accordance with the Indenture or in such other manner and at such time as BBVA shall determine and notify to the relevant holders.
The Conversion Shares Depository may be BBVA or another member of the BBVA Group or a third party.
The Preferred Securities are not convertible into Common Shares at the option of holders of Preferred Securities at any time and are not redeemable in cash as a result of a Conversion Event. Notwithstanding any other provision of the Indenture or herein, by its acquisition of the Preferred Securities, each holder and beneficial owner shall be deemed to have (i) agreed to all the terms and conditions of the Preferred Securities, including, without limitation, those related to (x) Conversion following a Trigger Event or Capital Reduction, as the case may be, and (y) the appointment of the Conversion Shares Depository, the issuance of the Common Shares to the Conversion Shares Depository, and acknowledged that such events in (x) and (y) may occur without any further action on the part of the holders or beneficial owners of the Preferred Securities or the trustee, (ii) agreed that effective upon, and following, a Conversion Event, no amount shall be due and payable to the holders of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions set forth under “—Conversion—Conversion Upon Capital Reduction” herein (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein and except as provided under “—Conversion—Conversion Upon Capital Reduction” herein) and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares), and BBVA’s liability to pay any amounts (including the Liquidation Preference of, or any Distribution in respect of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions described in “—Conversion—Conversion Upon Capital Reduction” herein (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein and except as provided under “—Conversion—Conversion Upon Capital Reduction” herein), and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares)) shall be automatically released, and the holders of the Preferred Securities so converted shall not have the right to give a direction to the trustee with respect to the Conversion Event and any related Conversion, (iii) agreed that following a Conversion Event, the Relevant Spanish Resolution Authority may exercise its Spanish Bail-in Power with respect to the Preferred Securities or any Common Shares that may be received following a Conversion, which exercise may result in any of the consequences described in the first paragraph under “—Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power”, the cancellation of the Conversion and/or the implementation of material changes to the Conversion terms, (iv)waived, to the extent permitted by the Trust Indenture Act, any claim against the trustee arising out of its acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Indenture and in connection with the Preferred Securities so converted or to be converted, including, without limitation, claims related to or arising out of or in connection with a Conversion Event and/or any Conversion and (v) authorized, directed and requested DTC, the European Clearing Systems and any direct participant in DTC, the European Clearing Systems or other intermediary or depositary through which it holds such Preferred Securities to be converted to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such holder or beneficial owner of such Preferred Securities or the trustee.
BBVA’s obligations under the Preferred Securities are subject to, and may be limited by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Distributions
The Preferred Securities accrue Distributions: (i) in respect of the period from (and including) the Closing Date (as defined in the Indenture) to (but excluding) the First Reset Date at the rate of 9.375% per annum; and (ii) in respect of each Reset Period (as defined in the Indenture), at the rate per annum equal to the aggregate of 5.099% per annum and the 5-year UST for such Reset Period, and such aggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded down), all as determined by the Calculation Agent (as defined in the Indenture) on the relevant Reset Determination Date; provided that any Distribution Rate shall not be less than zero. As of the issue date of the Preferred Securities, the market convention for quarterly rate conversion was as follows:
For these purposes:
“5-year UST” means, in relation to a Reset Date and the Reset Period commencing on that Reset Date, an interest rate expressed as a percentage determined by the Calculation Agent to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of five years as published in the most recent H.15.
“First Reset Date” means September 19, 2029.
“H.15” means the daily statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System under the caption “Treasury constant maturities”, or any successor or replacement publication as reasonably determined by BBVA and notified to the Calculation Agent, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 that includes a yield to maturity for U.S. Treasury securities with a maturity of five years, published closest in time (but prior to) the relevant Reset Determination Date;
“Reset Date” means the First Reset Date and every fifth anniversary thereafter.
“Reset Determination Date” means, in relation to each Reset Date, the second Business Day immediately preceding such Reset Date.
“Reset Period” means the period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date.
Subject as described herein (including under “—Restrictions on Payments” and “—Distributions Discretionary”) and in the Indenture, such Distributions are payable quarterly in arrears on each Distribution Payment Date (as defined in the Indenture).
If a Distribution is required to be paid in respect of a Preferred Security on any date other than a Distribution Payment Date, it shall be calculated by the Calculation Agent by applying the Distribution Rate to the Liquidation Preference in respect of each Preferred Security (i.e., $200,000 per Preferred Security), multiplying the product by (i) the actual number of days in the period from (and including) the applicable Accrual Date (as defined in the Indenture) to (but excluding) the date on which Distributions fall due divided by (ii) the actual number of days from (and including) the applicable Accrual Date to (but excluding) the next following Distribution Payment Date multiplied by four, and rounding the resulting figure to the nearest cent (half a cent being rounded upwards).
BBVA will be discharged from its obligations to pay Distributions on the Preferred Securities by payment to the Principal Paying Agent (as defined in the Indenture) for the account of the holders on the relevant Distribution Payment Date or as otherwise provided in this section “—Distributions”. Subject to any applicable fiscal or other laws and regulations, each such payment in respect of the Preferred Securities will be made in U.S. dollars (or such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts) by transfer to an account capable of receiving payments in such currency, as directed by the Principal Paying Agent.
If any date on which any payment is due to be made on the Preferred Securities would otherwise fall on a date which is not a Payment Business Day (as defined in the Indenture), the payment will be postponed to the next Payment Business Day and the holders shall not be entitled to any interest or other payment in respect of any such delay.
If BBVA does not pay a Distribution or part thereof in accordance with this section “—Distributions”, such non-payment shall evidence the cancellation of such Distribution (or relevant part thereof), and accordingly, such Distribution shall not in any such case be due and payable. For the avoidance of doubt, if BBVA provides notice to cancel a portion, but not all, of a Distribution in respect of the Preferred Securities, and BBVA subsequently does not make a payment of the remaining portion of such Distribution on the relevant Distribution Payment Date, such non-payment shall evidence BBVA’s exercise of its discretion to cancel also such portion of such Distribution, and accordingly such portion of the Distribution shall also not be due and payable.
The Calculation Agent will at or as soon as practicable after the relevant time on each Reset Determination Date at which the Distribution Rate is to be determined, determine the Distribution Rate for the relevant Reset Period. The Calculation Agent will cause the Distribution Rate for each Reset Period to be notified to BBVA and the stock exchange on which the Preferred Securities are listed and notice thereof to be published in accordance with the notice provisions of the Indenture as soon as possible after its determination but in no event later than the fourth Business Day after each Reset Determination Date.
The regular record date for the Distribution payable on any Distribution Payment Date on the Preferred Securities is the 15th calendar day (whether or not a Business Day) preceding a Distribution Payment Date.
Distributions Discretionary
BBVA may elect, in its sole and absolute discretion, to cancel the payment of any Distribution on the Preferred Securities in whole or in part at any time and for any or no reason.
Distributions on the Preferred Securities are non-cumulative. Accordingly, if any Distribution (or any part thereof) is not paid in respect of the Preferred Securities as a result of its election to cancel such Distribution in accordance with this section “—Distributions Discretionary” or the limitations on payment set out under “—Restrictions on Payments” below then the right of the holders to receive the relevant Distribution (or such part thereof) in respect of the relevant Distribution Period (as defined in the Indenture) will be extinguished and BBVA will have no obligation to pay such Distribution (or such part thereof) accrued for such Distribution Period or to pay any interest thereon, whether or not Distributions on the Preferred Securities are paid in respect of any future Distribution Period.
No such election to cancel the payment of any Distribution (or any part thereof) pursuant to this section “—Distributions Discretionary” or non-payment of any Distribution (or any part thereof) as a result of the limitations on payment set out under “—Restrictions on Payments” below will constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to BBVA’s insolvency or entitle holders to take any action to cause such Distribution (or part thereof) to be paid or the liquidation, dissolution or winding-up of BBVA or in any way limit or restrict BBVA from making any distribution or equivalent payment in connection with any instrument ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital of BBVA or any member of the BBVA Group) or in respect of any Parity Security (as defined in the Indenture) or other security, except to the extent Applicable Banking Regulations otherwise provide.
Restrictions on Payments
Payments of Distributions on the Preferred Securities shall be made only out of Distributable Items of BBVA.
To the extent that (i) BBVA has insufficient Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then-current financial year and any interest payments or distributions that have been paid or made or are scheduled or required to be paid or made out of Distributable Items of BBVA in the then-current financial year, in each case excluding any portion of such payments already accounted for in determining the Distributable Items of BBVA, and/or (ii) the Regulator (as defined in the Indenture), in accordance with Article 68 of Law 10/2014 and/or Article 16 of the SSM Regulation and/or with Applicable Banking Regulations then in force, requires BBVA to cancel the relevant Distribution in whole or in part, then BBVA will, without prejudice to the right set forth under “—Distributions Discretionary” above to cancel at its discretion the payment of any such Distributions on the Preferred Securities at any time, make partial or, as the case may be, no payment of the relevant Distribution on the Preferred Securities.
No payments will be made on the Preferred Securities (whether by way of a repayment of the Liquidation Preference, the payment of any Distribution or otherwise) if and to the extent that such payment would cause a breach of any regulatory restriction or prohibition on payments on Additional Tier 1 Instruments pursuant to Applicable Banking Regulations (including, without limitation, any such restriction or prohibition relating to any Maximum Distributable Amount or MREL-MDA (each as defined in the Indenture) applicable to BBVA and/or the BBVA Group).
Agreement to Distribution Cancellation
By acquiring Preferred Securities, holders (which, for the purposes of this section includes holders of a beneficial interest in the Preferred Securities) acknowledge and agree that:
(a) Distributions are payable solely at BBVA’s discretion, and no amount of Distribution shall become or remain due and payable in respect of the relevant Distribution Period to the extent that it has been cancelled or deemed cancelled by BBVA as set forth under “—Distributions Discretionary” above and/or as a result of the limitations on payment set forth under “—Restrictions on Payments” above; and
(b) a cancellation or deemed cancellation of any Distribution (in whole or in part) in accordance with the terms of the Preferred Securities or the Indenture shall not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture, or the occurrence of any event related to the insolvency of BBVA or entitle holders to take any action to cause such Distribution to be paid or the liquidation, dissolution or winding-up of BBVA or in any way limit or restrict BBVA from making any distribution or equivalent payment in connection with any instrument, including any instrument ranking junior to the contingent convertible preferred securities of such series (including, without limitation, any CET1 Capital of BBVA or any member of the BBVA Group), or in respect of any Parity Security or other Security, except to the extent Applicable Banking Regulations otherwise provide.
Distributions will only be due and payable on a Distribution Payment Date to the extent they are not cancelled or deemed cancelled previously or thereafter in accordance with the provisions described herein and in the Indenture. Any Distributions cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described herein shall not be due and shall not accumulate or be payable at any time thereafter, and holders of the contingent convertible preferred securities shall have no rights thereto or to receive any additional Distributions or compensation as a result of such cancellation or deemed cancellation.
Liquidation Distribution
Except as set forth in the following paragraph, in the event of any voluntary or involuntary liquidation or winding-up of BBVA (a “Liquidation Event”), holders of the Preferred Securities (unless previously converted into Common Shares in accordance with the Indenture) shall be entitled to receive out of the assets of BBVA available for distribution to holders of such Preferred Securities, the Liquidation Distribution. Such entitlement will arise before any distribution of assets is made to holders of Common Shares or any other instrument of BBVA ranking junior to the Preferred Securities.
If, upon the occurrence of a Liquidation Event, a Conversion Event has occurred or occurs but the relevant conversion of the Preferred Securities into Common Shares in accordance with the Indenture is still to take place at such time, holders of the Preferred Securities will be entitled to receive (i) out of the relevant assets of BBVA a monetary amount equal to that which holders of such Preferred Securities would have received on any distribution of the assets of BBVA if such Conversion had taken place immediately prior to such Liquidation Event or (ii) such amounts as may be otherwise provided in accordance with applicable law at such time.
After payment of the relevant entitlement in respect of a Preferred Security as described in this section, such Preferred Security will confer no further right or claim to any of the remaining assets of BBVA.
Additional Issuances
The Preferred Securities were initially limited in aggregate Liquidation Preference to $1,000,000,000. BBVA may from time to time, without the consent of the holders, issue Additional Preferred Securities having the same ranking and same Distribution Rate, redemption terms and other terms as the Preferred Securities except for the price to the public, initial Accrual Date, Closing Date and first Distribution Payment Date. Any such Additional Preferred Securities subsequently issued shall rank equally and ratably with the Preferred Securities in all respects, so that such Additional Preferred Securities shall be consolidated and form a single series with the Preferred Securities under the Indenture.
Subordination
Unless previously converted into Common Shares (as set forth in the Indenture and except as provided in the second paragraph under “—Liquidation Distribution”), the payment obligations of BBVA under the Preferred Securities are direct, unconditional, unsecured and subordinated obligations of BBVA and, upon the insolvency (concurso de acreedores) of BBVA, in accordance with and only to the extent permitted by the Spanish Insolvency Law and any other applicable laws relating to or affecting the enforcement of creditors’ rights in Spain (including, without limitation, Additional Provision 14.3 of Law 11/2015), but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), for so long as the Preferred Securities constitute an Additional Tier 1 Instrument of BBVA, such Preferred Securities will rank:
(a) junior to:
(i) any claim in respect of any unsubordinated obligations of BBVA (including where the relevant claim subsequently becomes subordinated pursuant to Article 281.1.1º of the Spanish Insolvency Law); and
(ii) any claim in respect of any subordinated obligations of BBVA, present and future, other than under any outstanding Additional Tier 1 Instrument of BBVA (other than, to the extent permitted by law, any Parity Securities, whether so ranking by law or their terms);
(b) pari passu with each other and with all other claims in respect of contractually subordinated obligations of BBVA under any outstanding Additional Tier 1 Instruments, present and future (and, to the extent permitted by law, pari passu with any other Parity Securities, whether so ranking by law or their terms); and
(c) senior to the Common Shares and any other subordinated obligations of BBVA which by law rank junior to the Preferred Securities (including, to the extent permitted by law, any contractually subordinated obligations of BBVA expressed by their terms to rank junior to the Preferred Securities),
such that any relevant claim in respect of the Preferred Securities will be satisfied, as appropriate, only to the extent that all claims ranking senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein.
BBVA’s obligations under the Preferred Securities are subject to, and may be limited by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
According to current law, unless previously converted into Common Shares, to the extent the Preferred Securities cease to constitute an Additional Tier 1 Instrument of BBVA and constitute a Tier 2 Instrument (as defined in the Indenture) of BBVA instead, the payment obligations of BBVA under the Preferred Securities will rank in accordance with Section 3.(2º) of Additional Provision 14 of Law 11/2015 but not otherwise and subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), as if the Preferred Securities were a Tier 2 Instrument.
According to current law, to the extent the Preferred Securities cease to constitute either an Additional Tier 1 Instrument or a Tier 2 Instrument of BBVA, the payment obligations of BBVA under such Preferred Securities will rank, in accordance with Section 3.(1º) of Additional Provision 14 of Law 11/2015 but not otherwise and subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), as if the Preferred Securities were contractually subordinated obligations of BBVA not constituting Additional Tier 1 Capital or Tier 2 Capital of BBVA.
BBVA agrees with respect to any Preferred Securities and each holder and beneficial owner of Preferred Securities, by his or her acquisition of a Preferred Security, will be deemed to have agreed to the above described subordination. To the extent permitted by Spanish law, each such holder and beneficial owner will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the subordination provisions of the Preferred Security. In addition, each holder and beneficial owner of Preferred Securities by his or her acquisition of the securities, to the extent permitted by Spanish law, authorizes and directs the trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination of the Preferred Securities as provided in the Indenture and as summarized herein and appoints the trustee his or her attorney-in-fact for any and all such purposes.
Redemption of the Preferred Securities
Subject to the provisions described under “—Redemption Due to a Tax Event”, “—Redemption Due to a Capital Event” and “—Clean-up Call” below, the Preferred Securities will not be redeemable prior to March 19, 2029 (the “First Call Date”). Any redemption is subject to the conditions and procedures described in the Indenture.
Optional Redemption
All, and not only some, of the Preferred Securities may be redeemed at the option of BBVA on any day falling in the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and on any Distribution Payment Date thereafter, at the Redemption Price, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations then in force.
Redemption Due to a Tax Event
If, on or after the Closing Date, there is a Tax Event (as defined in the Indenture), the Preferred Securities may be redeemed, in whole but not in part, at BBVA’s option at any time at the Redemption Price, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations then in force.
Redemption Due to a Capital Event
If, on or after the Closing Date, there is a Capital Event (as defined in the Indenture), the Preferred Securities may be redeemed, in whole but not in part, at BBVA’s option at any time at the Redemption Price, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations then in force.
Clean-up Call
If, on or after the Closing Date, Preferred Securities representing, in the aggregate, 75% or more of the aggregate Liquidation Preference of the Preferred Securities (including any Preferred Securities issued after the Closing Date and any Preferred Securities which have been cancelled by the trustee in accordance with the Indenture) have been purchased by or on behalf of BBVA or any member of the BBVA Group, the Preferred Securities may be redeemed, in whole but not in part, at BBVA’s option at any time at the Redemption Price, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations then in force (the “Clean-up Call”).
The Clean-up Call is subject to the conditions described the Indenture.
Conversion
Conversion Upon Trigger Event
If the Trigger Event occurs at any time on or after the Closing Date, then BBVA will:
(a) not pay any Distribution on the Preferred Securities, including any accrued and unpaid Distributions, which shall be deemed to be cancelled by BBVA in accordance with the Indenture; and
(b) irrevocably and mandatorily (and without any requirement for the consent or approval of the holders or beneficial owners of Preferred Securities) convert all the Preferred Securities into Common Shares (the “Trigger Conversion”) to be delivered on the relevant Conversion Settlement Date (as defined in the Indenture). If the Trigger Event occurs, the Preferred Securities will be converted in whole and not in part.
For the purposes of determining whether the Trigger Event has occurred, BBVA will (A) calculate the CET1 ratio based on information (whether or not published) available to management of BBVA, including information internally reported within BBVA pursuant to its procedures for ensuring effective ongoing monitoring of the capital ratios of BBVA and the BBVA Group and (B) calculate and publish the CET1 ratio on at least a quarterly basis. BBVA’s calculation shall be binding on the trustee and the holders and beneficial owners of the Preferred Securities.
A Trigger Event will not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to the insolvency of BBVA or entitle holders to take any action to cause the liquidation, dissolution or winding-up of BBVA.
Conversion Upon Capital Reduction
Except as provided in the Indenture, if a Capital Reduction occurs at any time on or after the Closing Date, then BBVA will, subject as provided in the immediately following paragraph, irrevocably and mandatorily (and without any requirement for the consent or approval of the holders or beneficial owners of the Preferred Securities) convert all the Preferred Securities into Common Shares (a “Capital Reduction Conversion”) to be delivered on the relevant Conversion Settlement Date and on such Conversion Settlement Date pay to the holders, as applicable, where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out in, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein, an amount equal to the accrued and unpaid Distributions for the then current Distribution Period up to (but excluding) such Conversion Settlement Date.
Notwithstanding the preceding paragraph, if a Capital Reduction occurs at any time on or after the Closing Date, each holder of the Preferred Securities will have the right to elect that all (but not part) of its Preferred Securities shall not be converted in accordance with the preceding paragraph, in which case all Preferred Securities of such holder shall remain outstanding and no payment of any accrued and unpaid Distributions on such Preferred Securities shall be made in respect of such Preferred Securities to that holder on the relevant Conversion Settlement Date pursuant to the preceding paragraph (without prejudice to any payment of such Distributions or any other Distributions that may accrue in respect of those Preferred Securities). To exercise such right, a holder must complete, sign and deposit at the specified office of any Paying and Conversion Agent a duly completed and signed notice of election (an “Election Notice”), in the form indicated in the Capital Reduction Notice, on or before the tenth Business Day immediately following the Capital Reduction Notice Date (the period from (and including) the Capital Reduction Notice Date to (and including) such tenth Business Day, the “Election Period”). In the case of any Preferred Securities represented by a Global Preferred Security held by or on behalf of a Clearing System, an Election Notice may be delivered within the Election Period by the holder giving notice to any Paying and Conversion Agent of such election in accordance with the applicable procedures of the relevant Clearing System (which may include notice being given on such holder’s instruction by the relevant Clearing System to the Paying and Conversion Agent by electronic means) in a form acceptable to such Clearing System from time to time.
An Election Notice shall be irrevocable. Each Paying and Conversion Agent shall inform the Principal Paying Agent within two Business Days of the end of such Election Period of the Election Notices received during the Election Period and the Principal Paying Agent shall notify BBVA of the details of the relevant holders that have duly submitted an Election Notice within the Election Period (including the aggregate Liquidation Preference of Preferred Securities held by such holders) by no later than the immediately following Business Day.
Any relevant Preferred Securities in respect of which a duly completed and signed Election Notice is not received during the Election Period shall be converted into Common Shares. Any Preferred Securities not converted upon a Capital Reduction as a result of holders delivering a duly completed and signed Election Notice during the Election Period shall remain outstanding and, notwithstanding any of the above, may be the subject of Conversion on the occurrence of a Trigger Event or any further Capital Reduction.
A Capital Reduction will not constitute an Enforcement Event or other default under the terms of the Preferred Securities or the Indenture or the occurrence of any event related to the insolvency of BBVA or entitle holders to take any action to cause the liquidation, dissolution or winding-up of BBVA.
At the annual general shareholders’ meeting of BBVA held on March 17, 2023, BBVA shareholders voted to approve a reduction of BBVA’s share capital, by up to 10% of BBVA’s share capital as of the date of such resolution, through the redemption of own shares purchased for the purpose of being redeemed, delegating to BBVA’s board of directors the implementation of the share capital reduction, totally or partially, on one or more occasions. For the avoidance of doubt, a share capital reduction effected pursuant to this resolution would not constitute a Capital Reduction for purposes of the Preferred Securities.
Upon Conversion
Except as provided below with respect to fractions, the number of Common Shares to be issued on Conversion in respect of each Preferred Security to be converted shall be determined by dividing the Liquidation Preference of such Preferred Security by the relevant Conversion Price (as defined in the Indenture) in effect on the relevant Conversion Notice Date rounded down to the nearest whole number of Common Shares. Fractions of Common Shares will not be issued on Conversion or pursuant to the provisions of the Indenture and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to the generality of the foregoing, if one or more Delivery Notices (as defined in the Indenture) and the related Preferred Securities are received by or on behalf of a Paying and Conversion Agent such that the Common Shares to be delivered by or on behalf of the Conversion Shares Depository (as defined in the Indenture) are to be registered in the same name or delivered to the same Clearing System participant account, the number of such Common Shares to be delivered in respect thereof shall be calculated on the basis of the aggregate Liquidation Preference of such Preferred Securities being so converted and rounded down to the nearest whole number of Common Shares.
Upon any Trigger Event, holders (and beneficial owners) of the Preferred Securities shall have no claim against BBVA in respect of (i) any Liquidation Preference of such Preferred Securities or (ii) any accrued and unpaid Distributions in respect of Preferred Securities, and the Preferred Securities shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares).
Upon any Capital Reduction, holders (and beneficial owners) of the Preferred Securities, other than holders of Preferred Securities in respect of which such holders have elected not to convert such Preferred Securities in accordance with the provisions described under “—Conversion Upon Capital Reduction” herein, shall have no claim against BBVA in respect of any Liquidation Preference of such Preferred Securities, and the Preferred Securities, other than Preferred Securities in respect of which holders have elected not to convert such Preferred Securities in accordance with the provisions described under “—Conversion Upon Capital Reduction” herein, shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares). Nothing in this paragraph shall affect BBVA’s obligation upon any Capital Reduction Conversion to pay to the holders, as applicable, where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein, and except as set out under “—Conversion Upon Capital Reduction” herein, an amount equal to the accrued and unpaid Distributions for the then current Distribution Period up to (but excluding) the Conversion Settlement Date.
On the Conversion Settlement Date, BBVA shall deliver to the Conversion Shares Depository such number of Common Shares (subject as provided above with respect to fractions) as is required to satisfy in full BBVA’s obligation to deliver Common Shares (i) in respect of a Trigger Conversion, of the aggregate Liquidation Preference of Preferred Securities outstanding on the Trigger Event Notice Date, and (ii) in respect of a Capital Reduction Conversion, of the aggregate Liquidation Preference of Preferred Securities outstanding on the Capital Reduction Notice Date, other than Preferred Securities in respect of which such holders have elected not to convert such Preferred Securities in accordance with the provisions described under “—Conversion Upon Capital Reduction” herein.
The obligation of BBVA to issue and deliver Common Shares to a holder of Preferred Securities on the relevant Conversion Settlement Date shall be satisfied by the delivery of such Common Shares to the Conversion Shares Depository. Receipt of the relevant Common Shares by the Conversion Shares Depository shall discharge BBVA’s obligations in respect of the Preferred Securities converted, other than, in the case of a Capital Reduction, as provided under “—Conversion Upon Capital Reduction” herein with respect to the payment of accrued and unpaid Distributions for the then current Distribution Period up to (but excluding) the Conversion Settlement Date (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein) except as provided under “—Conversion Upon Capital Reduction” herein and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares.
Except as set forth in the immediately succeeding paragraph with respect to a Capital Reduction, if a Conversion Event occurs, holders shall have recourse to BBVA only for the issue and delivery of the relevant Common Shares to the Conversion Shares Depository (except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares). After such delivery by BBVA of the relevant Common Shares to the Conversion Shares Depository, holders of any Preferred Securities so converted shall have recourse to the Conversion Shares Depository only and exclusively for the purposes of delivery to them of such Common Shares, in the circumstances provided in the Indenture.
In the case of a Capital Reduction, holders shall also have recourse to BBVA as provided under “—Conversion Upon Capital Reduction” herein with respect to the payment of accrued and unpaid Distributions for the then current Distribution Period up to (but excluding) the Conversion Settlement Date (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein) except as provided under “—Conversion Upon Capital Reduction” herein.
Agreement and Waiver with Respect to Conversion
The Preferred Securities are not convertible into Common Shares at the option of holders of Preferred Securities at any time and are not redeemable in cash as a result of a Conversion Event. Notwithstanding any other provision of the Indenture or herein, by its acquisition of the Preferred Securities, each holder and beneficial owner shall be deemed to have (i) agreed to all the terms and conditions of the Preferred Securities, including, without limitation, those related to (x) Conversion following a Trigger Event or Capital Reduction, as the case may be, and (y) the appointment of the Conversion Shares Depository, the issuance of the Common Shares to the Conversion Shares Depository, and acknowledged that such events in (x) and (y) may occur without any further action on the part of the holders or beneficial owners of the Preferred Securities or the trustee, (ii) agreed that effective upon, and following, a Conversion Event, no amount shall be due and payable to the holders of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions set forth under “—Conversion Upon Capital Reduction” herein (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein and except as provided under “—Conversion Upon Capital Reduction” herein) and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares), and BBVA’s liability to pay any amounts (including the Liquidation Preference of, or any Distribution in respect of the Preferred Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions set forth under “—Conversion Upon Capital Reduction” herein (where not cancelled or deemed cancelled pursuant to, or otherwise subject to the limitations on payment set out under, “—Distributions—Restrictions on Payments” and “—Distributions—Distributions Discretionary” herein and except as provided under “—Conversion Upon Capital Reduction” herein) and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares)), shall be automatically released, and the holders of the Preferred Securities so converted shall not have the right to give a direction to the trustee with respect to the Conversion Event and any related Conversion, (iii) agreed that following a Conversion Event, the Relevant Spanish Resolution Authority may exercise its Spanish Bail-in Power with respect to the Preferred Securities or any Common Shares that may be received following a Conversion, which exercise may result in any of the consequences described in the first paragraph under “—Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power”, the cancellation of the Conversion and/or the implementation of material changes to the Conversion terms, (iv) waived, to the extent permitted by the Trust Indenture Act, any claim against the trustee arising out of its acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Indenture and in connection with the Preferred Securities so converted or to be converted, including, without limitation, claims related to or arising out of or in connection with a Conversion Event and/or any Conversion and (v) authorized, directed and requested DTC, the European Clearing Systems and any direct participant in DTC, the European Clearing Systems or other intermediary or depositary through which it holds such Preferred Securities to be converted to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such holder or beneficial owner of such Preferred Securities or the trustee.
Delivery of ADSs
In respect of any Common Shares that holders elect to receive in the form of ADSs as specified in the Delivery Notice, the Conversion Shares Depository shall deposit with the custodian for the ADS Depositary the relevant number of Common Shares to be issued upon Conversion of the Preferred Securities, and the ADS Depositary shall issue the corresponding number of ADSs to the DTC Participant account or registered ADS facility account specified by such holders (per the ADS-to-Common Share ratio in effect on the Conversion Settlement Date). However, the issuance of the ADSs by the ADS Depositary may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Common Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depositary. Holders that elect to receive Common Shares in the form of ADSs must pay any fees that may be payable to the ADS Depositary as a result of the issue and delivery of such ADSs in accordance with the Delivery Notice.
Failure to Deliver a Delivery Notice
If a duly completed Delivery Notice and the relevant Preferred Securities are not received by the Paying and Conversion Agent as provided in the Indenture and the Conversion Notice (as defined in the Indenture) on or before the Notice Cut-off Date, then within ten Business Days following the Conversion Settlement Date, all Common Shares held by the Conversion Shares Depository in respect of which the applicable Preferred Securities and a duly completed Delivery Notice have not been received on or before the Notice Cut-off Date as aforesaid will be sold by or on behalf of a person (which may be BBVA or another member of the BBVA Group or a third party) appointed by BBVA in its sole and absolute discretion (the “Selling Agent”) as soon as reasonably practicable.
Subject to the deduction by or on behalf of the Selling Agent of any amount payable in respect of its liability to taxation and the payment of any capital, stamp, issue, registration and/or transfer taxes and duties (if any) and any fees or costs incurred by or on behalf of the Selling Agent in connection with the issue, allotment and sale of any Common Shares pursuant to the preceding paragraph, and the conversion of any proceeds of such sale into U.S. dollars, the net proceeds of such sale, converted into U.S. dollars at the Prevailing Rate on the Notice Cut-off Date, if necessary, shall as soon as reasonably practicable be distributed pro rata to the relevant holders in such manner and at such time as BBVA shall determine and notify to the relevant holders. Such payment shall for all purposes discharge the obligations of BBVA, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent to such holders in respect of the relevant Conversion. The Selling Agent will be deemed to be acting on behalf of holders whose Preferred Securities and a duly completed Delivery Notice were not received on or before the Notice Cut-off Date for the purposes set out above and to that effect holders and beneficial owners of the Preferred Securities by virtue of their acquisition of the Preferred Securities will be deemed to be accepting and giving express instructions to the Selling Agent to do so in accordance with these conditions. BBVA, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent shall have no liability in respect of the exercise or non-exercise of any discretion or power pursuant to this section “—Failure to Deliver a Delivery Notice” or in respect of any sale of any Common Shares, whether for the timing of any such sale or the price at or manner in which any such Common Shares are sold or the inability to sell any such Common Shares. Furthermore, BBVA, the Conversion Shares Depository, the Paying and Conversion Agent and the Selling Agent shall have no liability to any holder or beneficial owner of the Preferred Securities for any loss resulting from such holder’s or beneficial owner’s failure to receive any Common Shares or ADSs, or from any delay in the receipt thereof, in each case as a result of such holder or beneficial owner (or custodian, nominee, broker or other representative thereof) failing to duly submit a Delivery Notice and the relevant Preferred Securities on a timely basis or at all.
If the applicable Preferred Securities and Delivery Notice are not received by the Paying and Conversion Agent on or before the Notice Cut-off Date and BBVA does not appoint the Selling Agent by the tenth Business Day after the Conversion Settlement Date, or if any Common Shares are not sold by the Selling Agent in accordance with this section “—Failure to Deliver a Delivery Notice”, the Conversion Shares Depository shall continue to hold any Common Shares not sold by the Selling Agent until a duly completed Delivery Notice and the relevant Preferred Securities are so delivered. However, any holder of such Preferred Securities delivering a Delivery Notice after the Notice Cut-off Date will have to provide evidence of its entitlement to the relevant Common Shares, or if the holder so elects, ADSs, satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Common Shares or ADSs (if so elected to be deposited with the ADS Depositary on its behalf).
Substitution and Modification of the Preferred Securities
Notwithstanding any other provision of the Preferred Securities or the Indenture, by its acquisition of the Preferred Securities, each holder and beneficial owner acknowledges, accepts, consents to and agrees that if a Capital Event or a Tax Event, as applicable, occurs and is continuing, BBVA may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election Period), substitute all (but not less than all) of the Preferred Securities or modify the terms of all (but not less than all) of the Preferred Securities, without any requirement for the consent or approval of the trustee or the holders or beneficial owners of the Preferred Securities, so that such Preferred Securities are substituted for, or their terms are modified to, become again, or remain Qualifying Preferred Securities (as defined in the Indenture), subject to (i) having given not less than 5 nor more than 30 days’ notice to the holders of Preferred Securities in accordance with the Indenture and to the trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, modification), (ii) the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and (iii) any variation in the terms of the Preferred Securities resulting from such modification or, if the Preferred Securities are substituted, any difference between the terms of the Preferred Securities and those of the Qualifying Preferred Securities for which the Preferred Securities are substituted, not being materially prejudicial to the interests of the holders of the Preferred Securities.
For the purposes of the immediately preceding paragraph, in the case of a modification of the terms and conditions of the Preferred Securities, any variation in the ranking of the Preferred Securities as set out in “—Subordination” herein resulting from any such modification or, in the case of a substitution of the Preferred Securities, any difference between the ranking of the Preferred Securities as set out in “—Subordination” herein and that of the Qualifying Preferred Securities for which the Preferred Securities are substituted, shall be deemed not to be prejudicial to the interests of the holders of Preferred Securities where the ranking of the Preferred Securities or, if the Preferred Securities are substituted, of the Qualifying Preferred Securities for which the Preferred Securities are substituted, following such substitution or modification, as the case may be, is at least the same ranking as was applicable to the Preferred Securities under “—Subordination” herein on the issue date of the Preferred Securities.
For the purposes of the preceding two paragraphs, the notice to be delivered by BBVA shall specify the relevant details of the manner in which the relevant substitution or modification shall take effect and where the holders of Preferred Securities can inspect or obtain copies of the new terms and conditions of the Preferred Securities or, if the Preferred Securities are substituted, of the Qualifying Preferred Securities for which the Preferred Securities are substituted. Such substitution or modification will be effected without any cost or charge to such holders.
If the Preferred Securities are substituted in accordance with this section “―Substitution and Modification of the Preferred Securities”, Distributions on the Preferred Securities shall cease to accrue from (and including) the date of substitution thereof.
1.By its acquisition of any Preferred Security, each holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any substitution of or modification to the Preferred Securities as set forth in this section “―Substitution and Modification of the Preferred Securities” and to grant to BBVA and the trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete the substitution or modification of the terms of the Preferred Securities, as applicable, pursuant to this section “―Substitution and Modification of the Preferred Securities”.
2.Each holder and beneficial owner of the Preferred Securities, by virtue of its acquisition of the Preferred Securities or any beneficial interest therein, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the trustee and/or BBVA for, agrees not to initiate a suit against the trustee or BBVA in respect of, and agrees that neither the trustee nor BBVA shall be liable for, any action that the trustee or BBVA takes, or abstains from taking, in either case in connection with the substitution or modification of the terms of the Preferred Securities upon the occurrence of a Capital Event or a Tax Event.
Modification and Waiver
Without prejudice to “—Substitution and Modification of the Preferred Securities” above, BBVA and the trustee may make certain modifications and amendments to the Indenture and any applicable supplemental indenture with respect to the Preferred Securities without the consent of the holders of the Preferred Securities for any of the following purposes:
•to evidence the succession of another person to BBVA and the assumption by any such successor of the covenants of BBVA in the Indenture and in the Preferred Securities;
•to add to the covenants of BBVA for the benefit of the holders of Preferred Securities or to surrender any right or power conferred upon BBVA by the Indenture;
•to add any additional Enforcement Events;
•to make changes to procedures relating to Conversion, delivery of the Common Shares, or ADSs, as applicable, provided, however, that, unless such changes are made as a result of any change in, or amendment to, any relevant laws or regulations, no such change shall adversely affect the interests of the holders of Preferred Securities in any material respect;
•to add to, change or eliminate any of the provisions of the Indenture, or any supplemental indenture, provided, however, that any such addition, change or elimination shall become effective only when there is no outstanding Preferred Securities created prior to the execution of such supplemental indenture effecting such addition, change or elimination which would be adversely affected by such addition, change or elimination and in respect of which such supplemental indenture would apply;
•to establish the form or terms of Preferred Securities as permitted by the Indenture;
•to change any place of payment, so long as any required place of payment is maintained;
•to cure any ambiguity or to correct or supplement any provision of the Indenture which may be defective or inconsistent with any other provision of the Indenture or in any supplemental indenture;
•to vary, substitute or change specified terms of the Preferred Securities subject to the conditions set forth in the Indenture, provided such action shall not adversely affect the interests of the holders of Preferred Securities in any material respect;
•to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the Preferred Securities and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee, pursuant to the requirements of the Indenture;
•to change or eliminate any provision of the Indenture so as to conform with the current provisions or any future provisions of the Trust Indenture Act;
•to name a different trustee for the Preferred Securities and to provide for the appropriate changes related to such appointment for the Preferred Securities;
•to delete, amend or supplement any provision contained in the Indenture or in any supplemental indenture as a result of, and to the extent required by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority;
•to delete, amend or supplement any provision contained in the Indenture or in any supplemental indenture as a result of, and to the extent required by, Applicable Banking Regulations;
•with respect to any Preferred Security (including a Global Preferred Security) issued on or after the date hereof, to amend any such Preferred Security to conform to the description of the terms of the Preferred Securities in the prospectus, the prospectus supplement, product supplement, pricing supplement or any other similar offering document related to the offering of the Preferred Securities;
•to delete, amend or supplement any provision contained in the Indenture or in any supplemental indenture as a result of, and to the extent necessary to effect, the substitution or modification of the Preferred Securities pursuant to “―Substitution and Modification of the Preferred Securities” herein; or
•to change or modify any provision of the Indenture as necessary to ensure that the Preferred Securities shall be convertible into ordinary shares of Newco in the event of a Newco Scheme (each as defined in the Indenture).
Other modifications and amendments may be made to the Indenture and any applicable supplemental indenture with the consent of the holders of not less than a majority in aggregate Liquidation Preference of the outstanding Preferred Securities, voting as one class. However, no modifications or amendments may be made without the consent of the holder of the Preferred Securities affected that would:
•change the terms of the Preferred Securities to reduce the Liquidation Preference payable upon the redemption of, or the Distributions payable on the Preferred Securities, or change the obligation of BBVA (or its successor) to pay Additional Amounts (except as contemplated under “—Substitution of Issuer” herein) on the Preferred Securities, or the currency in which payments under the Preferred Securities are to be made, or impair the right to institute suit for the enforcement of any such payment when due and payable on or with respect to the Preferred Securities, or modify the calculation of and any adjustment to, the Conversion Price;
•reduce the percentage in aggregate Liquidation Preference of the Preferred Securities, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Indenture or of certain defaults thereunder and their consequences) provided for in the Indenture or reduce the requirements for a quorum or voting;
•change in any manner adverse to the interests of the holders of the Preferred Securities the subordination provisions of the Preferred Securities or the terms and conditions of the obligations of BBVA in respect of the due and punctual payment of any amounts due and payable on the Preferred Securities; or
•modify the requirements applicable to the modifications and amendments referred to above or to the waiver of past Enforcement Events, except to increase any required percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each Preferred Security affected thereby,
except in each case with respect to any modification or amendment of the Indenture pursuant to a supplemental indenture which is entered into as a result of, and to the extent required by, the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, Applicable Banking Regulations or the substitution or modification of the Preferred Securities pursuant to “―Substitution and Modification of the Preferred Securities” herein, as the case may be (in which cases neither the consent nor the affirmative vote of any holder of an outstanding Preferred Security affected shall be required).
Substitution of Issuer
BBVA may, without the consent of holders of the Preferred Securities, consolidate or amalgamate with or merge into any other person or persons (whether or not affiliated with BBVA) or sell, convey or transfer or lease its properties and assets as an entirety or substantially as an entirety to any person (whether or not affiliated with BBVA), provided that (a) any person formed by any consolidation, amalgamation or merger, or any transferee or lessee of BBVA’s assets shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, all obligations of BBVA under the Indenture; (b) immediately after giving effect to such consolidation, amalgamation, merger, conveyance, transfer or lease, no Enforcement Event and no event which, after notice or lapse of time or both, would become an Enforcement Event, shall have occurred and be continuing; (c) BBVA shall have delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this section and that all conditions precedent herein provided for relating to such transaction have been complied with; and (d) except where the successor entity is a holding company of BBVA or a wholly-owned subsidiary of BBVA, immediately prior to such assumption, the successor entity shall have ratings for long-term senior debt assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors) which are the same as, or higher than, the credit rating for long-term senior debt of BBVA (or, if applicable, the previous successor entity) assigned by Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc. (or their respective successors).
In addition, any holding company of BBVA or any wholly-owned subsidiary of BBVA may without the consent of the holders of the Preferred Securities, assume the obligations of BBVA (or of any person which shall have previously assumed the obligations of BBVA) under the Preferred Securities, provided that (a) the successor entity shall expressly assume such obligations by an amendment to the Indenture in form satisfactory to the trustee; (b) immediately after giving effect to such assumption of obligations, no Enforcement Event and no event which, after notice or lapse of time or both, would become an Enforcement Event, shall have occurred and be continuing; and (c) BBVA shall have delivered to the trustee an officer’s certificate and an opinion of counsel in such forms as are required in the Indenture.
Following any of the events described in the preceding two paragraphs, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, BBVA under the Indenture with respect to any Preferred Securities with the same effect as if such successor entity had been named as BBVA in the Indenture, and BBVA will be released from all its obligations under the Preferred Securities and Indenture and any relevant supplemental indentures. In addition, Additional Amounts under the Preferred Securities will be payable in respect of taxes imposed by the jurisdiction of incorporation or tax residence of the successor entity (subject to exceptions equivalent to those that apply to the obligation to pay Additional Amounts for taxes imposed in Spain) rather than taxes imposed by Spain. Additional Amounts with respect to payments of Distributions due prior to the date of such assumption will be payable only in respect of taxes imposed by Spain. In addition, the successor entity will also be entitled to redeem the Preferred Securities in the circumstances described under “―Redemption of the Preferred Securities—Redemption Due to a Tax Event” above, and to substitute or modify the terms of the Preferred Securities in the circumstances described in, and in accordance with, “―Substitution and Modification of the Preferred Securities” above, except that if such successor entity is not incorporated or tax resident in Spain (a) references to Spain in the definition of “Tax Event” shall be deemed to refer to the successor entity’s jurisdiction of incorporation or tax residence, and (b) the change in, or amendment to, the laws or regulations of such jurisdiction of incorporation or tax residence or of any political subdivision thereof or any authority or agency therein or thereof having power to tax, or the change in the application or binding official interpretation or administration of any such laws or regulations giving rise to a Tax Event shall become effective subsequent to the date of the relevant merger, consolidation, amalgamation, conveyance, transfer, lease or assumption, as the case may be.
Additional Amounts
All payments of Distributions payable in respect of Preferred Securities by BBVA will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges (collectively “Taxes”) of whatever nature imposed or levied by or on behalf of Spain or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, BBVA shall (to the extent such payment can be made out of Distributable Items of BBVA on the same basis as for payment of any Distribution) pay, in respect of any withholding or deduction imposed on payments of Distributions only (and not Liquidation Preference or other amount), such additional amounts (“Additional Amounts”) as will result in holders of Preferred Securities receiving such amounts as they would have received in respect of such Distributions had no such withholding or deduction been required. Notwithstanding the foregoing, the Indenture specifies certain situations for which no such Additional Amounts are payable with respect to any Preferred Security.
Except where the context requires otherwise, any reference in this summary to Distributions in respect of the Preferred Securities shall be deemed to include any Additional Amounts payable with respect thereto.
The payment of any Additional Amounts in respect of the Preferred Securities pursuant to the Indenture is also subject to the same conditions and limitations as the payment of any Distribution, including the conditions and limitations described under “—Distributions—Distributions Discretionary”.
Undertakings
So long as any Preferred Security remains outstanding, BBVA shall, unless approved by a majority in aggregate Liquidation Preference of the Preferred Securities:
(a) not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Conversion, Common Shares could not, under any applicable law then in effect, be legally issued as fully paid;
(b) if any offer is to be made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the issued Common Shares, or if a scheme is proposed with regard to such acquisition (other than a Newco Scheme), give notice of such offer or scheme to the holders at the same time as any notice thereof is sent to the Shareholders (or as soon as practicable thereafter) that details concerning such offer or scheme may be obtained from the specified offices of the Paying and Conversion Agent or, if BBVA is designated as the Paying and Conversion Agent, from the specified offices or the website of BBVA and, where such an offer or scheme has been recommended by the board of directors of BBVA, or where such an offer has become or been declared unconditional in all respects or such scheme has become effective, use all commercially reasonable endeavors to procure that a like offer or scheme is extended to the holders of any Common Shares issued during the period of the offer or scheme arising out of any Conversion and/or to the holders;
(c) in the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that such amendments are made to the Indenture immediately after completion of the Scheme of Arrangement as are necessary to ensure that the Preferred Securities may be converted into or exchanged for ordinary shares in Newco (or depositary or other receipts or certificates representing ordinary shares of Newco) mutatis mutandis in accordance with and subject to the Indenture and the ordinary shares of Newco are:
(i) admitted to the Relevant Stock Exchange; or
(ii) listed and/or admitted to trading on another Recognized Stock Exchange,
and the holders of the Preferred Securities (which, for this purpose, includes holders of a beneficial interest in the Preferred Securities) irrevocably authorize BBVA to make such amendments to the Indenture without the need for any further authorization from the holders of the Preferred Securities; (d) issue, allot and deliver Common Shares upon Conversion subject to and as provided in the Indenture;
(e) use all reasonable endeavors to ensure that its issued and outstanding Common Shares and any Common Shares issued upon Conversion will be admitted to listing and trading on the Relevant Stock Exchange or will be listed and/or admitted to trading on another Recognized Stock Exchange;
(f) at all times keep in force the relevant resolutions needed for issue, free from pre-emptive rights, sufficient authorized but unissued Common Shares to enable Conversion of the Preferred Securities, and all rights of subscription and exchange for Common Shares, to be satisfied in full; and
(g) where the provisions of the Indenture require or provide for a determination by an Independent Financial Adviser or a role to be performed by a Conversion Shares Depository or a Paying and Conversion Agent, use all reasonable endeavors promptly to appoint such persons for such purposes.
Governing Law
The Preferred Securities and the Indenture (except as set forth therein) shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state, except that the authorization and execution by BBVA of the Indenture, the authorization, issuance and execution by BBVA of the Preferred Securities and provisions thereof relating to the subordination of the Preferred Securities, the waiver of the right of set-off and the agreements and acknowledgments by holders of Preferred Securities and the trustee, respectively, with respect to the exercise and effects of the Spanish Bail-in Power shall be governed by and construed in accordance with the common laws of Spain.
Submission to Jurisdiction
Except as provided in the immediately succeeding paragraph, BBVA will submit (for the purposes of any suit or proceeding arising out of or relating to the Preferred Securities or the Indenture) to the jurisdiction of any U.S. Federal or State court in the Borough of Manhattan, The City of New York, New York, in which any such suit or proceeding is so instituted, and will waive, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Notwithstanding anything to the contrary in the Preferred Securities or in the Indenture, the Spanish courts shall have exclusive jurisdiction in respect of any suit or proceeding arising out of or relating to the Preferred Securities or the Indenture arising out of, relating to or in connection with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority (a “Bail-in Dispute”) and accordingly each of BBVA, the trustee, each holder and beneficial owner of any Preferred Security and each agent will submit, to the extent it may effectively do so, to the exclusive jurisdiction of the Spanish courts in relation to any Bail-in Dispute. Each of BBVA, the trustee, each holder and beneficial owner of any Preferred Securities and each agent will further irrevocably waive, to the extent it may effectively do so, any objection to the Spanish courts on the grounds that they are an inconvenient or inappropriate forum in respect of any Bail-in Dispute.
Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power
Notwithstanding anything to the contrary in the Preferred Securities, the Indenture or any other agreements, arrangements, or understandings between BBVA and any holder of the Preferred Securities, by its acquisition of any Preferred Securities, each holder (which, for the purposes of this section, includes each holder of a beneficial interest in the Preferred Securities) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Preferred Securities, and may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the Amounts Due on the Preferred Securities; (b) the conversion of all, or a portion, of the Amounts Due on the Preferred Securities into shares, other securities or other obligations of BBVA or another person (and the issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Preferred Securities; (c) the cancellation of the Preferred Securities; (d) the inclusion of a maturity date for the Preferred Securities or the amendment or alteration thereof, or the amendment of the Liquidation Preference or Distributions payable on the Preferred Securities, or the date on which Distributions become payable, including by suspending payment for a temporary period; and (ii) the variation of the terms of the Preferred Securities, or the rights of the holders thereunder or under the Indenture, as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
By its acquisition of any Preferred Securities, each holder thereof acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the Amounts Due on the Preferred Securities, or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, shall: (i) give rise to a default or event of default for purposes of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act or (ii) be a default or an Enforcement Event with respect to the Preferred Securities or under the Indenture. By its acquisition of any Preferred Securities, each holder of Preferred Securities further acknowledges and agrees that no repayment or payment of Amounts Due on the Preferred Securities will become due and payable or be paid after the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
By its acquisition of any Preferred Securities, each holder of Preferred Securities, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities. Additionally, by its acquisition of any Preferred Securities, each holder of Preferred Securities acknowledges and agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities: (i) the trustee will not be required to take any further directions from the holders of Preferred Securities with respect to any portion of the Preferred Securities that is written down, converted to equity and/or cancelled under the Indenture; and (ii) the Indenture will not impose any duties upon the trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, so long as any Preferred Securities remain outstanding, there will at all times be a trustee for the Preferred Securities in accordance with the Indenture, and the resignation and/or removal of the trustee and the appointment of a successor trustee will continue to be governed by the Indenture, including to the extent no additional supplemental indenture or amendment is agreed upon in the event the Preferred Securities remain outstanding following the completion of the exercise of the Spanish Bail-in Power.
By its acquisition of any Preferred Securities, each holder of Preferred Securities further agrees to be deemed to have authorized, directed and requested DTC, the European Clearing Systems and any direct participant in DTC, the European Clearing Systems or other intermediary or depositary through which it holds such Preferred Securities to take any and all necessary actions, if required, to implement the exercise of the Spanish Bail-in Power with respect to the Preferred Securities as it may be imposed, without any further action or direction on the part of such holder of Preferred Securities.
Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, BBVA or the Relevant Spanish Resolution Authority (as the case may be) will provide a written notice to DTC as soon as practicable regarding such exercise of the Spanish Bail-in Power for purposes of notifying the holders of the Preferred Securities. BBVA will also deliver a copy of such notice to the trustee for information purposes. No failure or delay by BBVA to deliver a notice shall affect the validity or enforceability of the exercise of the Spanish Bail-in Power.
By its acquisition of any Preferred Security, each holder acknowledges, accepts, consents to and agrees to be bound by (i) the exercise and effect of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice, with respect to any Common Shares that may be delivered to it upon the Conversion (if any) of the Preferred Securities; and (ii) the variation of the terms of such Common Shares to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Subsequent Holders’ Agreement
Holders of any Preferred Securities that acquire such Preferred Securities in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same extent as the holders that acquire such Preferred Securities upon their initial issuance, including, without limitation, with respect to Conversion and the acknowledgment and agreement to be bound by and consent to the terms of the Preferred Securities related to the exercise and effects of the Spanish Bail-in Power set forth under “—Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power”.
The Indenture provides that the foregoing agreement and acknowledgment regarding the Spanish Bail-in Power is governed by Spanish law and that any Bail-in Dispute is subject to the exclusive jurisdiction of the Spanish courts.
See “Item 3. Key Information—Risk Factors—Regulatory, Tax, Compliance and Reporting Risks—The Group is subject to a comprehensive regulatory and supervisory framework, including resolution regulations, which could have a material adverse effect on its business, financial condition and results of operations” and “Item 4. Information on the Company—Business Overview—Supervision and Regulation—Capital Requirements, MREL and Resolution” in our Annual Report.
Purchases of the Preferred Securities
BBVA or any member of the BBVA Group or any other legal entity acting on behalf of BBVA may purchase or otherwise acquire any of the outstanding Preferred Securities at any price in the open market or otherwise, subject to the prior consent of the Regulator, if required pursuant to Applicable Banking Regulations, and otherwise in accordance with Articles 77 and 78 of CRR and/or any other Applicable Banking Regulations in force at the relevant time. Upon their acquisition, such Preferred Securities will immediately cease to be deemed “outstanding” under the Indenture and must be surrendered to the trustee for their cancellation.
Notwithstanding any other provision of the Indenture and subject to compliance with the provisions of any applicable law (including the Spanish Companies Act and the Applicable Banking Regulations), BBVA or any member of the BBVA Group may exercise such rights as BBVA or such member of the BBVA Group may from time to time possess to purchase or redeem or buy back any of BBVA’s shares (including Common Shares) or any depositary or other receipts or certificates representing the same without the consent of the holders.
Maintenance of Tax Procedures
The Indenture provides for the timely provision by the Paying Agent of a duly executed and completed Payment Statement in connection with each payment of income under the Preferred Securities, and set forth certain procedures agreed by BBVA and the Paying Agent which aim to facilitate such process, along with a form of the Payment Statement to be used by the Paying Agent. For these purposes, “income” means, with respect to a Distribution Payment Date, the aggregate Distribution paid on a Distribution Payment Date or, with respect to a redemption date, the amount of the difference, if any, between the aggregate Redemption Price paid upon the redemption of the Preferred Securities (or a portion thereof) and the aggregate Liquidation Preference of such Preferred Securities, provided that such difference corresponds to a Distribution paid by BBVA.
If the Paying Agent fails to deliver a duly executed and completed Payment Statement on a timely basis, in respect of a Distribution Payment Date or in connection with a redemption date, then the related payment will be subject to Spanish withholding tax. If this were to occur, BBVA would not pay Additional Amounts.
Notices
All notices to holders of Preferred Securities shall be validly given if in writing and mailed first-class postage prepaid to them at their respective addresses in the register maintained by the security registrar. While the Preferred Securities are in global form, any notice given to the holder of a Preferred Security shall be sufficiently given if such notice is given to such holder through DTC, in accordance with DTC’s applicable procedures from time to time.
EX-12.1
4
exhibit121.htm
EX-12.1
Document
Exhibit 12.1
CERTIFICATION
I, Carlos Torres Vila, certify that:
1.I have reviewed this annual report on Form 20-F of Banco Bilbao Vizcaya Argentaria, S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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| Date: March 1, 2024 |
/s/ Carlos Torres Vila |
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| Chair |
EX-12.2
5
exhibit122.htm
EX-12.2
Document
Exhibit 12.2
CERTIFICATION
I, Onur Genç, certify that:
1.I have reviewed this annual report on Form 20-F of Banco Bilbao Vizcaya Argentaria, S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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| Date: March 1, 2024 |
/s/ Onur Genç |
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| Chief Executive Officer |
EX-12.3
6
exhibit123.htm
EX-12.3
Document
Exhibit 12.3
CERTIFICATION
I, María Luisa Gómez Bravo, certify that:
1.I have reviewed this annual report on Form 20-F of Banco Bilbao Vizcaya Argentaria, S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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| Date: March 1, 2024 |
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/s/ María Luisa Gómez Bravo
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| Chief Financial Officer |
EX-13.1
7
exhibit131.htm
EX-13.1
Document
Exhibit 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Carlos Torres Vila, the Chair, Onur Genç, the Chief Executive Officer, and María Luisa Gómez Bravo, the Chief Financial Officer, of Banco Bilbao Vizcaya Argentaria, S.A., each certifies that, to the best of his knowledge:
1.the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2.the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of Banco Bilbao Vizcaya Argentaria, S.A.
Date: March 1, 2024
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| /s/ Carlos Torres Vila |
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Carlos Torres Vila
Chair
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| /s/ Onur Genç |
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Onur Genç
Chief Executive Officer
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| /s/ María Luisa Gómez Bravo |
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María Luisa Gómez Bravo
Chief Financial Officer
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EX-15.1
8
exhibit151.htm
EX-15.1
Document
Exhibit 15.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements No. 333-266391 on Form F-3 and Nos. 333-240248, 333-228053, 333-217073, 333-208728, 333-199835, 333-191625, 333-185538 and 333-178186 on Form S-8 of Banco Bilbao Vizcaya Argentaria, S.A. of our reports dated March 1, 2024, with respect to the consolidated financial statements of Banco Bilbao Vizcaya Argentaria, S.A., and the effectiveness of internal control over financial reporting of Banco Bilbao Vizcaya Argentaria, S.A., included in this Annual Report (Form 20-F) of Banco Bilbao Vizcaya Argentaria, S.A. for the year ended December 31, 2023.
/s/ Ernst & Young, S.L.
Madrid, Spain
March 1, 2024
EX-15.2
9
exhibit152.htm
EX-15.2
Document
Exhibit 15.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-266391) on Form F-3 and (Nos. 333-240248, 333-228053, 333-217073, 333-208728, 333-199835, 333-191625, 333-185538 and 333-178186) on Form S-8 of our report dated March 4, 2022, with respect to the consolidated financial statements of Banco Bilbao Vizcaya Argentaria, S.A.
/s/ KPMG Auditores, S.L.
Madrid, Spain
March 1, 2024
EX-97
10
exhibit97.htm
EX-97
Document
Exhibit 97
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
REMUNERATION RECOUPMENT POLICY
(Effective October 2, 2023)
This Remuneration Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Banco Bilbao Vizcaya Argentaria, S.A. (the “Company”). This Policy provides for the recoupment of certain executive remuneration in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Listing Rule”) and shall be construed and interpreted in accordance with such intent.
1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.
(a)“Covered Executive” means any individual who is required to be covered by this Policy pursuant to the Listing Rule, including (i) each Executive Director of the Company and (ii) each of those members of the Senior Management of the Company that the Board determines from time to time.
(b)“Effective Date” means October 2, 2023.
(c)“Covered Remuneration” means any Incentive-based Remuneration “received” by any current or former Covered Executive during the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date (and any additional transition period in connection with any change in the Company’s fiscal year, as provided in the Listing Rule) to the extent that (i) the Incentive-based Remuneration is received after the Effective Date and after the recipient of the amount became a Covered Executive and (ii) the Covered Executive served in their executive role at any time during the performance period applicable to the Incentive-based Remuneration. For purposes of this Policy, Incentive-based Remuneration is “received” by a Covered Executive during the fiscal period in which the Financial Reporting Measure applicable to such Incentive-based Remuneration (or portion thereof) is attained, even if the payment or grant of such Incentive-based Remuneration is made thereafter.
(d)“Financial Reporting Measure” means any (i) measure that is determined and presented in accordance with the International Financial Reporting Standards used in preparing the Company’s financial statements, (ii) stock price measure, or (iii) total shareholder return measure (and any measures that are derived wholly or in part from any Financial Reporting Measure referenced herein).
(e)“Financial Restatement” means a restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any restatement that is required in order to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(f)“Incentive-based Remuneration” means any remuneration (including, for the avoidance of doubt, any cash or equity or equity-based remuneration, whether deferred or current) that is based wholly or in part upon the achievement of a Financial Reporting Measure.
(g)“Recoupment Trigger Date” means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized to take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial Restatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.
2.Recoupment of Erroneously Awarded Remuneration.
(a)In the event of a Financial Restatement, if the amount of any Covered Remuneration exceeds the amount of the Incentive-based Remuneration that would have otherwise been received by the relevant Covered Executive if calculated based on the Financial Restatement (the “Adjusted Remuneration”), the Company shall reasonably promptly recover from such Covered Executive an amount equal to the excess of the Covered Remuneration over the Adjusted Remuneration, each calculated on a pre-tax basis (such excess amount, the “Erroneously Awarded Remuneration”).
(b)Subject to applicable law, the Company shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Remuneration shall be recovered from a Covered Executive.
(c)Notwithstanding anything to the contrary herein, the Company shall not be required to recover any Erroneously Awarded Remuneration if a majority of the independent directors serving on the Board has determined that recovery of the Erroneously Awarded Remuneration would be impracticable in accordance with Section 303A.14(c)(1)(iv)(A), (B), or (C) of the Listing Rule.
(d)The Company shall not indemnify or insure any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in connection with the recovery of Erroneously Awarded Remuneration pursuant to this Policy.
3.Administration. This Policy will be administered by the Board, or any committee or subcommittee of the Board designated to administer this Policy (the “Administrator”). All decisions of the Administrator shall be final, conclusive and binding upon the Company and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Administrator shall have full power and authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of this Policy and to comply with applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations.
4.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the Listing Rule (and any applicable regulations, administrative interpretations or stock market or exchange rules and regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy shall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed amended so as to avoid such conflict.
5.Amendment/Termination. Subject to Section 10D of the Exchange Act and the Listing Rule, this Policy may be amended or terminated by the Administrator at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of Erroneously Awarded Remuneration in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Erroneously Awarded Remuneration to the fullest extent required by such applicable law, stock market or exchange rules and regulations. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a United States national securities exchange.
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