BBVA S.A. & Compass Bank
US Resolution Plan
Section I - Public Section
December 31, 2014
This document includes forward-looking statements that may not reflect actual results. In some instances, the
information contained in this US resolution plan is derived from systems used for internal management purposes
that are not subject to internal controls over financial reporting.
Section I: Public Section
Page 2
BBVA S.A. & Compass Bank US Resolution Plan – Section I: Public Section
Table of Contents
1 Introduction .................................................................................................................... 3
2 Material Legal Entities .................................................................................................... 6
3 Core Business Lines .......................................................................................................... 7
4 Summary Financial Information Regarding Assets, Liabilities, Capital and Funding .......... 8
5 Derivative and Hedging Activities .................................................................................. 13
6 Memberships in Material Payment, Clearing, and Settlement Systems ........................... 14
7 Description of Foreign Operations ................................................................................. 15
8 Material Supervisory Authorities ................................................................................... 16
9 Principal Officers ........................................................................................................... 17
10 Resolution Planning Corporate Governance Structure and Related Processes .............. 18
11 Description of Material Management Information Systems ........................................ 19
12 Summary of Resolution Strategies .............................................................................. 20
Section I: Public Section
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1 Introduction
Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA SA”
1
) is a foreign bank holding company with operations in the
United States (“US”) and more than $50 billion in total consolidated assets. BBVA is therefore deemed to be a
“covered company” in accordance with the final rule (“165(d) Rule”) implementing Section 165(d) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the annual preparation and
submission of a resolution plan for systemically important financial institutions (“165(d)” Plan). The 165(d)
Rule was jointly adopted by the Board of Governors of the Federal Reserve System (“FRB”) and the Federal
Deposit Insurance Corporation (“FDIC”) in September 2011.
In January 2012, the FDIC issued a final rule requiring insured depository institutions (“IDIs”) with assets of
$50 billion or more to periodically submit to the FDIC a plan for resolving the IDI in the event of failure under
the Federal Deposit Insurance Act (“FDIA”). BBVA’s US bank subsidiary, Compass Bank (“the Bank”) is an IDI
with approximately $77 billion in total assets and is concurrently filing its IDI resolution plan (“IDI Plan”).
The FDIC and the FRB have each, by rule and through the supervisory process, prescribed the assumptions,
required approach, and scope for these resolution plans, and have required that certain information be
included in a Public Section of the resolution plans. The 165(d) Plan and the IDI Plan together comprise a
plan by which BBVA believes it could achieve a rapid and orderly resolution of its material US operations in a
manner that would avoid serious adverse effects on financial stability in the US. The following information
constitutes the public sections of BBVA’s 165(d) Plan and IDI Plan as required by the final rules and guidance.
Overview of BBVA Group
The BBVA Group is an internationally diversified financial group with a significant presence in traditional
retail banking, asset management, private banking and wholesale banking. BBVA is a private-law entity
governed by the rules and regulations applicable to banks operating in Spain and is the parent company of
the financial group whose objective is to engage directly or indirectly in activities, transactions, agreements
and services relating to the banking business. BBVA conducts its business through branches and offices
located throughout Spain and abroad following a corporate structure based on a decentralized model where
all its subsidiaries are independent in terms of funding, operations and business management. BBVA
currently manages its business focusing on five geographical areas including Spain, Eurasia, Mexico, the US
and South America. In addition to business units based on the main geographies where BBVA operates,
Corporate and Investment Banking (“CIB”) and Retail Banking are considered global businesses for BBVA,
managed globally and locally at the subsidiary level. The following table presents the total assets of BBVA by
geographical business area as of December 31, 2013.
1
Together with its subsidiaries and affiliates, “BBVA” or “BBVA
Group”
Section I: Public Section
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BBVA Group Total Assets by Business Area as of December 31, 2013
Business Area
millions of euros
percentage of total
Spain
315,561
54.42%
Mexico
82,171
13.91%
South America
78,141
13.22%
US
53,042
8.97%
Eurasia
41,223
6.97%
Real Estate
20,563
3.48%
Subtotal Assets by Operating Segments
590,700
100.00%
Corporate Center and other adjustments
2
(8,125)
Total Assets of BBVA Group
582,575
BBVA’s approach to banking is based on four pillars:
A portfolio model shaped by:
o A well balanced diversification in terms of geographical areas, businesses and segments,
which is essential for resilience in any environment.
o Franchises with leading positions in the markets in which BBVA operates and with
important stakes and strategic alliances in Turkey and China.
A business model based on three elements:
o A retail banking model focused on long-lasting relationships (customer-centric approach)
with a broad customer base. This promotes highly recurrent earnings and stable funding in
the form of customer deposits.
o A distribution network with high capillarity, providing an increased number of access points
for its clients over the years, including branches, ATMs and mobile devices.
o Technology is a pillar that BBVA has supported strongly in recent years to improve
efficiency. A good example of this is the implementation of the technological platform in the
US.
A management model based on:
o Prudence with respect to the decisions made, particularly with regard to risk.
o Pro activeness in terms of the need to anticipate events and to have the flexibility to adapt
easily to them.
o A global view, which consists of using the whole potential of the businesses, customers and
BBVA’s current footprint.
A governance model founded on the principles of integrity, prudence and transparency, whose
primary objective is to create value for its stakeholders.
Overview of BBVA’s US Presence
In the US, BBVA provides Retail Banking, Commercial Banking, CIB, and Wealth Management products and
services to customers primarily through its US bank subsidiary Compass Bank. The Bank, under its brand
name BBVA Compass, is an Alabama state-chartered commercial bank franchise with operations throughout
the Sunbelt Region which stretches from Florida to California. It ranks among the 20 largest US commercial
banks based on deposit market share.
2
Includes adjustments due to Garanti Group accounted for using the equity method and other inter-areas
adjustments
Section I: Public Section
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BBVA also operates a branch and international banking facility in New York, a broker dealer - BBVA
Securities, Inc. (“BSI”) based in New York, an agency of BBVA Bancomer SA located in Houston, and BBVA
Bancomer USA, Inc., a subsidiary of BBVA Bancomer SA based in Houston that offers money transfer and
other services.
BBVA has over 10,500 employees in the US and its US assets represent approximately 8.4% of the total assets
of BBVA.
BBVA’s Global Structure and Resolution Planning
In November 2012, BBVA was designated a global systemically important financial institution (“G-SIFI”) by
the Financial Stability Board (“FSB”) and as a result, is subject to requirements for recovery and resolution
planning, resolvability assessments and additional capital requirements for loss absorption capacity. BBVA’s
Crisis Management Group, including representation from authorities in Spain, Mexico and the US, is
ultimately responsible for defining the BBVA Group’s global resolution strategy.
As a global banking institution with a multinational presence in several jurisdictions, the BBVA Group is
subject to local regulation, including resolution regimes and supervisory rules. The BBVA Group primarily
consists of a large number of separately incorporated and capitalized banking entities across different
jurisdictions. The BBVA Group's subsidiary structure and its emphasis on their independence ensures that
they satisfy domestic capital, liquidity and funding requirements and have the independent resources to
respond to financial stress. In addition, BBVA's US operations benefit from the global reach of BBVA's
businesses and share in certain common services, for which there are robust contractual arrangements.
The BBVA Group's subsidiary structure provides BBVA with greater resilience for its operations within
individual countries, including the US. As a result, BBVA would fulfill most of the "Multiple Point of Entry"
pre-conditions outlined in the FSB’s “Key Attributes of Effective Resolution Regimes for Financial Institutions.
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2 Material Legal Entities
The 165(d) Rule defines a material legal entity (“MLE”) as “a subsidiary or foreign office of the covered
company that is significant to the activities of a critical operation or core business line.”
BBVA has identified three MLEs for the purposes of the 165(d) Plan including:
1. BBVA Compass Bancshares, Inc. (“Compass Bancshares”)
2. Compass Bank
3. Compass Capital Markets, Inc. (“CCM”)
The Bank and CCM are also MLEs for the IDI Plan.
BBVA Compass Bancshares, Inc.
Compass Bancshares is a wholly-owned subsidiary of BBVA and a bank holding company incorporated in the
State of Texas with its principal place of business in Houston, Texas. It serves as the US bank holding company
for BBVA and is the owner of the Bank and BSI.
Compass Bank
The Bank is an Alabama state chartered bank and is headquartered in Birmingham, Alabama. The Bank
operates 673 branches throughout Alabama, Arizona, California, Colorado, Florida, New Mexico, and Texas.
The Bank ranks as the second largest bank in Alabama, fifth largest bank in Texas, and fifth largest bank in
Arizona.
The Bank provides banking services customary for full service banks of similar size and character. Such
services include receiving demand and time deposits, making personal and commercial loans and furnishing
personal and commercial accounts. It offers, either directly or through its subsidiaries or affiliates, a variety of
fiduciary services, including portfolio management and administration and investment services to estates,
trusts, and employee benefit plans; term life insurance, fixed-rate annuities, property and casualty insurance
and other insurance products; investment advisory services; a variety of investment services and products to
institutional and individual investors; discount brokerage services, mutual funds, and variable annuities; and
lease financing services.
Compass Capital Markets, Inc.
CCM is a wholly owned subsidiary of the Bank that provides finance management services and holds
investment assets.
Section I: Public Section
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3 Core Business Lines
At December 31, 2013, BBVA operated three lines of business within the US, all of which have been
designated “core” for the 165(d) Plan based on the revenue, profit and franchise value each provides to
BBVA’s US operations. The CBLs and the MLEs through which they operate include:
Core Business Line
Associated Material Legal Entity
Wealth & Retail Banking
Compass Bank
Commercial Banking
Compass Bank
CIB
Compass Bank
3
Wealth and Retail Banking serves the Bank’s consumer and small business customers through its banking
centers and through alternative delivery channels such as the internet, mobile devices and telephone
banking. Wealth and Retail Banking provides consumers with products and services including home
mortgages, credit and debit cards, deposit accounts, insurance products, mutual funds and brokerage
services. In addition, Wealth and Retail Banking serves the Bank’s small business customers as well as the
Bank’s high net worth individuals. Additionally, Wealth and Retail Banking provides wealth management
services, including specialized investment portfolio management, traditional credit and deposit products,
traditional trust and estate services, investment advisory services, bond accounting services, safekeeping of
securities, financial counseling and customized services to companies and their employees.
Commercial Banking provides traditional banking and investment services to middle market businesses in
each of the Bank’s markets. In addition to credit and deposit products, Commercial Banking also offers
capabilities in treasury management services, leasing, accounts receivable purchasing, asset-based lending,
international services, and insurance and interest rate protection and investment products.
CIB provides products and services focusing on corporate finance, corporate lending including syndicated
loans and letters of credit, structured finance and global markets. CIB clients are primarily comprised of large
corporations. CIB offers products and services related to cash management, trade, deposits, letters of credit,
working capital loans, treasury management solutions, structured trade finance, fixed-income investment
products, and derivative, including interest rate swaps, FX forwards, and FX swaps.
3
CIB also operates through BSI and BBVA’s New York Branch; however, neither is deemed a material legal entity for the
165(d) Plan.
Section I: Public Section
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4 Summary Financial Information Regarding Assets, Liabilities, Capital and Funding
Financial Data
BBVA
Certain relevant data and ratios of BBVA Group as of December 31, 2013 are presented in the following table.
Millions of euros
2013
599,482
350,110
310,176
99,213
409,389
44,815
14,613
21,397
10,196
2,750
2,228
8.95
51,773
0.39
8.18
5.0
6.0
0.48
52.3
1.59
6.8
60
5,786
974,395
109,305
7,512
20,415
Section I: Public Section
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The following table presents the BBVA consolidated balance sheet as of December 31, 2013, prepared in
accordance with International Financial Reporting Standards.
BBVA Consolidated Balance Sheet as of December 31, 2013
Assets:
millions of euros
Cash and balances with central banks
34,903
Financial assets held for trading
72,112
Other financial assets designated at fair value through profit or loss
2,413
Available-for-sale financial assets
77,774
Loans and receivables
350,945
Held-to-maturity investments
-
Fair value changes of the hedged items in portfolio hedges of interest rate risk
98
Hedging derivatives
2,530
Non-current assets held for sale
2,880
Investments in entities accounted for using the equity method
4,742
Insurance contracts linked to pensions
-
Reinsurance assets
619
Tangible Assets
7,534
Intangible assets
6,759
Tax assets
11,582
Other assets
7,684
Total Assets
582,575
Liabilities and Equity:
Liabilities:
Financial liabilities held for trading
45,648
Other financial liabilities designated at fair value through profit or loss
2,467
Financial liabilities at amortized cost
464,141
Fair value changes of the hedged items in portfolio hedges of interest rate risk
0
Hedging derivatives
1,792
Liabilities associated with non-current assets held for sale
-
Liabilities under insurance contracts
9,834
Provisions
6,853
Tax liabilities
2,530
Other liabilities
4,460
Total Liabilities
537,725
Equity:
Stockholders’ funds
Common stock
2,835
Share premium
22,111
Reserves
19,908
Other equity instruments
59
Less: Treasury stock
-66
Income attributed to the parent company
2,228
Less: Dividends and renumeration
-765
Valuation adjustments
-3,831
Non-controlling interest
2,371
Total Equity
44,850
Total Liabilities and Shareholder’s Equity
582,575
Section I: Public Section
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Compass Bank
The following table summarizes the consolidated balance sheet of the Bank as of December 31, 2013,
prepared in accordance with US generally accepted accounting principles.
Compass Bank Consolidated Balance Sheet as of December 31, 2013
Assets:
$ in thousands
Cash and due from banks
3,463,569
Federal funds sold, securities purchased under agreements to resell and
interest bearing deposits
27,787
Trading account assets
316,460
Investment securities available for sale
8,303,775
Investment securities held to maturity
1,519,196
Loans held for sale
147,109
Loans
50,667,016
Less: Allowance for loan losses
-
Net loans
50,667,016
Premises and equipment, net
1,416,446
Bank owned life insurance
683,224
Goodwill
4,971,539
Other intangible assets
109,039
FDIC indemnification asset
24,315
Other real estate owned
23,228
Other assets
64,731
Total Assets
71,737,434
Liabilities and Equity:
Liabilities:
Deposits:
Interest bearing deposits
39,081,854
Non-interest bearing deposits
15,509,477
Total Deposits
54,591,331
Federal funds purchased and securities sold under agreement to
Repurchase
852,570
Other short-term borrowings
-
Accrued expenses and other liabilities
815,121
Total Liabilities
60,453,963
Equity:
Common stock
1,011
Surplus
15,055,246
Retained earnings (deficit)
(3,713,857)
Accumulated other comprehensive income (loss)
(87,936)
Total BBVA Compass Bancshares, Inc. shareholder’s equity
11,254,464
Non-controlling interests in consolidated subsidiaries
29,007
Total Equity
11,283,471
Total Liabilities and Shareholder’s Equity
71,737,434
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Capital
BBVA
Capital management within BBVA has a twofold aim:
Maintain a level of capitalization according to the business objectives in all countries in which it
operates and, simultaneously,
Maximize the return on shareholders’ funds through the efficient allocation of capital to the different
units, a good management of the balance sheet and appropriate use of the various instruments
forming the basis of the Group’s equity: shares, preferred securities and subordinate debt.
With oversight and monitoring by BBVA, each BBVA subsidiary autonomously manages its capital, self-
financing its ordinary organic growth from retained profits, administering its risk weighted assets and issuing
hybrid capital instruments when necessary. Capital levels in each of the local subsidiaries are established and
managed based on a number of factors including current and emerging regulatory requirements, risk
appetite, business activity and projected growth.
The capital composition and ratios of BBVA as of December 31, 2013 are reflected in the table below.
BBVA Capital Composition and Measures
Capital Measure (BIS II Regulation)
BBVA Actual
(millions of euros)
Core capital
37,492
Capital (Tier I)
39,611
Other eligible capital (Tier II)
8,695
Capital base
48,306
Risk-weighted assets
323,605
BIS ratio
14.9
Core capital
11.6%
Tier I
12.2%
Compass Bank
The Bank manages its capital position on the premise that it is prudent to maintain capital levels well in
excess of regulatory minimums. Capital management activities for the Bank are centrally managed through
the Capital Planning Group. The Capital Planning Group is responsible for assessing capital adequacy in
relation to the risk profile and risk appetite, ensuring capital levels support the Bank’s risk profile, and
monitoring current and projected capital levels.
The following table highlights the capital composition of the Bank and the associated regulatory/minimum
capital requirements as of December 31, 2013.
Compass Bank Capital Composition and Regulatory Requirements
Capital Measure
Regulatory -Minimum
% of Capital Held
Tier 1 Common
5.00%
11.05%
Tier 1 Capital
4.00%
11.11%
Total Capital
8.00%
13.23%
Tier 1 Leverage
4.00%
9.50%
Section I: Public Section
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Funding Sources
BBVA
The management of structural funding and short-term liquidity at BBVA is decentralized to prevent possible
contagion from a crisis affecting only one or a few geographical areas. In the recent environment of extreme
pressure in both the wholesale and retail businesses, BBVA has continued with its sound structural liquidity
position, supported by the strengths and proactive management of its balance sheet. BBVA has carried out the
following actions:
• Ongoing maintenance of a sufficient buffer of liquid assets, fully available to cover the entity’s main
short-term commitments, in line with regulatory proposals
• Significant improvement in the self-funding ratio of commercial activity
• Diversification of the different sources of funding available in terms of instruments, markets and
maturities
• Broad base of highly stable on-balance-sheet deposits and funds
• Optimization of the generation of collateral available for dealing with situations of market tension
BBVA has continued to strengthen its medium-term liquidity strategy, based on the principles that govern
liquidity management:
Independence of subsidiaries
Decentralized management
Combination of self-funding of investment activity by business areas with policies of selective
issuance to ensure diversified funding. The aim of all this is to preserve solvency, sustained growth
and recurrent earnings
Compass Bank
Funding and liquidity for the Bank is managed independently of other BBVA businesses and the Bank does
not rely on BBVA or its affiliates for funding. The Bank’s primary funding source is consumer and commercial
deposits, which are a stable source of funding for the Bank. While considerably smaller, the Bank also uses
funding from Federal Home Loan Bank (“FHLB”) borrowings and occasionally from repurchase agreements
with customers. Additional sources of funding to which the Bank maintains access include brokered deposits,
Eurodollar deposits, US Treasury programs, and FRB programs.
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5 Derivative and Hedging Activities
BBVA
BBVA uses derivative contracts to meet the needs of its customers, for trading purposes and to manage
exposure to credit and market risk. Derivatives are used for hedging purposes in the management of its
portfolios and structural positions. The accounting treatment of the hedge transactions varies based on the
nature of the instrument hedged and the type of hedge transaction.
As of December 31, 2013, the main positions hedged by the Group and the derivatives assigned to hedge
those positions were:
Fair value hedging:
o Available-for-sale fixed-interest debt securities: This risk is hedged using interest rate
derivatives (fixed-variable swaps).
o Long-term fixed-interest debt securities issued by the Group: This risk is hedged using
interest rate derivatives (fixed-variable swaps).
o Available-for-sale equity instruments: This risk is hedged using equity swaps.
o Fixed-interest loans: This risk is hedged using interest rate derivatives (fixed-variable
swaps).
o Fixed-interest deposit portfolio hedges: This risk is hedged using fixed-variable swaps and
interest-rate options. The valuation of the deposit hedges corresponding to interest-rate risk
is recognized under 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. This risk is hedged using
foreign-exchange and interest-rate swaps.
Net foreign-currency investment hedges: The risks hedged are foreign-currency investments in
BBVA’s subsidiaries based abroad. This risk is hedged mainly with foreign-exchange options and
forward currency purchases.
Compass Bank
The Bank enters into derivative transactions in the normal course of business both to accommodate the
financing needs of its customers and to hedge its own interest rate risk. These instruments include
interest rate swaps, caps, floors, financial forwards and futures contracts, foreign exchange contracts,
options written and purchased, and commodity contracts. The Bank mainly uses derivatives to manage
economic risk related to commercial loans, long-term debt and other funding sources.
All derivative instruments are recognized on the Bank’s consolidated balance sheet at their fair value.
The Bank formally documents all relationships between hedging instruments and hedged items, as well
as its risk management objective and strategy for undertaking various hedge transactions. This process
includes linking all derivative instruments that are designated as fair value or cash flow hedges to specific
assets and liabilities on the Bank’s consolidated balance sheet at their fair value or to specific firm
commitments or forecasted transactions. The Bank also formally assesses, both at the hedge’s inception
and on an ongoing basis, whether the derivative instruments that are used in hedging transactions are
highly effective in offsetting changes in fair values or cash flows of hedged items.
The Bank discontinues hedge accounting prospectively when: (1) it is determined that the derivative
instrument is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged
item (including firm commitments or forecasted transactions); (2) the derivative instrument expires or is
sold, terminated or exercised; (3) the derivative instrument is de-designated as a hedge instrument
because it is unlikely that a forecasted transaction will occur; (4) a hedged firm commitment no longer
meets the definition of a firm commitment; or (5) management determines that designation of the
derivative instrument as a hedge instrument is no longer appropriate.
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6 Memberships in Material Payment, Clearing, and Settlement Systems
BBVA’s US MLEs are members of various financial market utilities (“FMUs”) which are used by the various
businesses to conduct day-to-day operations including payment, clearing and settlement activities.
The following table highlights key memberships the MLEs have with FMUs in order to facilitate payment,
clearing and settlement services for its CBLs:
Material FMU Memberships
Membership
Service Description
Owner(s)
Depository Trust and Clearing
Corporation *
Clearing Corporation
Compass Bank
FedACH
Federal Reserve Automated Clearing
House
Compass Bank
Fedwire
Check Clearing & Wire Transfer
Compass Bank
Society for Worldwide Interbank
Financial Telecommunication
International Wire Transfer
Compass Bank
*Includes NSCC and FICC subsidiaries
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7 Description of Foreign Operations
BBVA operates in over 30 countries and employs over 109,000 people worldwide through local bank and
non-bank subsidiaries and branches. BBVA’s multinational presence follows a corporate structure based on a
decentralized model where all its subsidiaries are independent in terms of funding, operations and business
management. In addition, corporate support functions ensure the coordination of the different franchises by
defining common corporate policies and procedures.
BBVA is a leader in the Spanish market, has the largest financial institution in Mexico, and has leading
franchises in South America and the Sunbelt region of the US. Additionally, BBVA has a relevant banking
presence in Turkey and China through investments in Garanti Bank and CITIC,
4
respectively.
BBVA’s US based operations have very limited operations outside the US, comprised of one overseas branch
of Compass Bank used for accepting Eurodollar deposits and providing an overnight sweep option for
commercial customer deposits and one overseas branch of BBVA managed out of the New York Branch.
4
In 2013, BBVA sold a portion of its ownership in CITIC, reducing its holding to less than 10%.
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8 Material Supervisory Authorities
Spain
BBVA is subject to supervision by the European Central Bank and the Bank of Spain, under the Single
Supervisory Mechanism. BBVA has a Crisis Management Group comprised of regulators from jurisdictions
where BBVA has a significant presence including: the Bank of Spain, the Fund for Orderly Bank Restructuring
(“FROB” - Spain), the National Commission for Banking and Securities (“CNBV” - Mexico), the Institute for
Protection of Bank Savings (“IPAB” - Mexico), the Bank of Mexico, the Federal Reserve and the FDIC. The
European Banking Authority is a non-voting member of BBVA’s Crisis Management Group.
United States
The Bank is an Alabama banking corporation with a banking charter issued by the Alabama State Banking
Department and is a member of the Federal Reserve System. The Bank is primarily regulated, supervised and
examined by the Alabama State Banking Department and the Federal Reserve Bank of Atlanta. The Bank is
also supervised by the Consumer Financial Protection Bureau and complies with regulations issued by the
Commodities Futures Trading Commission. The Bank is a member of the FHLB system and maintains
insurance on customer deposits with the FDIC.
Compass Bancshares is primarily regulated by the Federal Reserve Bank of Atlanta.
Other jurisdictions
BBVA is subject to laws and regulations that are required in order to conduct banking and financial services
in each country of incorporation. The requirements are defined on a jurisdictional basis by the government,
central bank, regulatory authorities or other bodies as applicable.
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9 Principal Officers
BBVA
The following table identifies BBVA’s Management Committee as of December 31, 2013.
Name
Title
Francisco González Rodriguez
Chairman and Chief Executive Officer
Angel Cano Fernández
President and Chief Operating Officer
Eduardo Arbizu
Head of Legal, Audit and Compliance Services
Juan Ignacio Apoita
Head of Human Resources and Services
Carlos Torres
Head of Strategy and Corporate Development
Jamie Saenz de Tejada
Head of Spain and Portugal
Ramon Monell
Head of Innovation and Technology
Ignacio Moliner
Head of Communication and Brand
Ricardo Gomez
Head of Global Accounting and Information Management
Manuel Castro
Head of Global Risk Management
Manuel Gonzalez
Chief Financial Officer
Ignacio Deschamps
Head of Retail Banking
Juan Asua
Head of CIB
Manuel Sánchez Rodriguez
Head of USA
Vicente Rodero
Head of Mexico
Compass Bank
The following table identifies the Bank’s Management Committee as of December 31, 2013.
5
Name
Title
Manuel Sánchez Rodriguez
President and Chief Executive Officer
Angel Reglero
Senior Executive Vice President, Chief Financial Officer
Javier Hernández
Senior Executive Vice President, Chief Risk Officer
Gabriel Sanchez Iniesta
Senior Executive Vice President, Chief Information Officer
B. Shane Clanton
Senior Executive Vice President, General Counsel and Secretary
Rafael Bustillo
Senior Executive Vice President, Executive Officer Corporate Banking
Juan Pablo Jimeno Moreno
Managing Director, Head of Global Markets
David Powell
Managing Director, Head of Corporate Investment Banking – Corporate
Clients
Jeffery Talpas
Senior Executive Vice President, Executive Officer of Retail Banking
José Enrique González
Senior Executive Vice President, Director of Business Development and
Shared Services
Alvaro Aguilar
Executive Vice President, Director of Strategic Planning & Business
Coordination
Adrian Garrido
Executive Vice President, Chief Audit Executive
James Heslop
Senior Executive Vice President, Chief Human Resources Executive
5
The Chief Audit Executive and the Director of Strategy and Planning for BBVA in the U.S. are permanent nonvoting
members.
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10 Resolution Planning Corporate Governance Structure and Related Processes
BBVA’s Board of Directors is ultimately responsible for the governance of BBVA and its operations
worldwide. In order for BBVA’s Board to carry out its responsibilities, authority is delegated to committees of
the BBVA Board in addition to boards, committees and senior management of its various regions, divisions
and operating entities throughout BBVA.
165(d) Plan
BBVA leverages a combination of existing and new Resolution Plan project specific processes and procedures
for the development and approval of the 165(d) Plan. Overall preparation and governance for the 165(d) Plan
resides with the office of the US Chief Financial Officer in coordination with BBVA’s Office of Recovery and
Resolution Planning. Qualified external consultants were also engaged to provide direction and assist in the
development of the 165(d) Plan.
The 165(d) Plan was reviewed and approved by various groups and committees, including a Resolution Plan
Decision Making Authority (“DMA”), the Bank’s Regulatory Oversight Committee (“ROC”), which functioned
as the Steering Committee for the development of the resolution plans, and BBVA’s US Operations Committee.
These groups and committees included representatives at varying organization levels, ranging from Directors
to C-Suite Executives from the CBLs, and the Bank’s corporate shared services (Risk, Accounting, Treasury,
Capital Planning, Tax, Technology, Operations, and Legal/Compliance).
Following these approvals and in accordance with the 165(d) Rule, the final approval of the 165(d) Plan by
BBVA was completed by a delegee acting under authority of the BBVA Board of Directors.
IDI Plan
The IDI Plan was reviewed and approved by various committees, beginning with the DMA. Following
approval of the IDI Plan by the DMA, the Regulatory Oversight Committee (“ROC”) and the Bank’s
Management Committee reviewed and approved the IDI Plan. The Management Committee was responsible
for ultimately recommending approval of the IDI Plan to the Board of Directors of the Bank.
The Bank’s Board of Directors was responsible for the final approval of the IDI Plan before submission.
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11 Description of Material Management Information Systems
BBVA’s US operations rely on management information systems and reporting to monitor the key financial,
operational and risk-related aspects of the US MLEs and CBLs.
A portion of the information underlying the US resolution plans was sourced from the MLEs key management
information systems associated with the Risk, Finance and Technology functions. BBVA, at the corporate
level and at the Bank, has processes and controls in place to ensure the integrity of data maintained and
reports generated by these systems. Such data integrity processes include daily reconciliation and balancing,
independent audit requirements, internal audit information systems reviews and daily reviews to ensure
completeness and accuracy of data.
As part of the information collection process, resources from each MLE, CBL and corporate shared service
identified the key management information systems needed to produce reports required to manage day-to-
day operations. The Bank uses Mobius, a reporting tool, to aggregate data and reports utilizing information
from various underlying systems and IBM Cognos TM1, an enterprise planning application to implement
collaborative planning, budgeting and forecasting and to provide real time financial data to decision makers.
The Bank maintains Business Continuity Plan’s (“BCPs”) for each of the business operations, applications and
systems to ensure continuity of operations in the event of a business interruption.
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12 Summary of Resolution Strategies
Consistent with the requirements provided in the 165(d) and IDI Rules, BBVA has prepared a strategic
analysis consisting of resolution strategies for its MLEs and CBLs in the event of the failure of BBVA and its US
MLEs. The strategic analysis has been developed under the assumptions required by the US regulators. By
incorporating these assumptions, BBVA is not representing or warranting that the assumed events would
happen or would happen in the sequence assumed in this exercise.
The 165(d) Plan provides a detailed analysis of how BBVA’s material operations in the US could be resolved
in a rapid and orderly manner that would not create serious adverse effects on US financial stability and that
would otherwise meet the requirements of the rules. In addition, the IDI Plan demonstrates how the Bank can
be resolved in a manner that ensures depositors have access to their insured deposits within one business
day (two days if the Bank fails on any day other than Friday), maximizes the value of the Bank’s assets and
minimizes the amount of any loss realized by creditors in the resolution.
The strategy to resolve BBVA’s operations in the US is organized around the resolution of the MLEs—the
Bank, CCM and Compass Bancshares. The resolution of the CBLs would occur through the MLEs in which they
operate. The MLEs would be resolved as follows:
• The Bank would be resolved under the FDIA by the FDIC, following its appointment as receiver,
through an immediate whole bank purchase and assumption (“P&A”) transaction transferring its
operations to another bank. In the event a third party purchaser cannot be found for immediate sale,
then an alternate strategy would be a transfer to a bridge bank and a subsequent sale of the
operations to another bank through a whole bank P&A transaction during the Resolution Period. In
the unlikely event that a bridge bank is established and a purchaser cannot be found during the
Resolution Period, the resolution strategy would transition to a wind-down and component sale
strategy. To execute the wind-down strategy, the assets of the Bank would be either sold or wound
down in a logical manner. Potential saleable components include sales of CBLs, the branch network
or various asset pools.
• CCM would not likely fail, but it is assumed that CCM would file for Chapter 11 bankruptcy after the
Bank goes into receivership as required under the 165(d) Rule.
• Compass Bancshares would be resolved under Chapter 11 of the US Bankruptcy Code.