Obligation BBVA Banco 7% ( US055291AC24 ) en USD

BBVA Banco

101.044 % ▲

Espagne

US055291AC24 ( en USD )

7% par an ( paiement semestriel )

30/11/2025

Prospectus brochure de l'obligation BBVA US055291AC24 en USD 7%, échéance 30/11/2025

100 000 USD

200 000 000 USD

055291AC2

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/06/2025 ( Dans 23 jours )

BBVA est une banque multinationale espagnole offrant une large gamme de services financiers, notamment la banque de détail, la gestion d'actifs et l'investissement bancaire, opérant principalement en Espagne, en Amérique latine et aux États-Unis.

L'Obligation émise par BBVA Banco ( Espagne ) , en USD, avec le code ISIN US055291AC24, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2025

L'Obligation émise par BBVA Banco ( Espagne ) , en USD, avec le code ISIN US055291AC24, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par BBVA Banco ( Espagne ) , en USD, avec le code ISIN US055291AC24, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

O F F E R I N G CIRCULAR
$200,000,000
BBV I n t e r n a t i o n a l Finance Ltd.
(Incorporated with limited liability in the Cayman Islands)
7% Subordinated Guaranteed Notes Due December 1, 2025
Guaranteed on a subordinated basis to the extent set forth herein by
Banco Bilbao Vizcaya, S.A., New York Branch
The 7% Subordinated Guaranteed Notes due December 1, 2025, offered hereby are being issued
by BBV International Finance Ltd. (the "Company"). The payment of principal of and interest on the
Notes is guaranteed by the New York Branch of Banco Bilbao Vizcaya, S.A. (the "Branch" and the "Bank",
respectively) to the extent set forth herein.
Interest on the Notes is payable on June 1 and December 1 of each year, commencing June 1,
1996. The Notes are redeemable at any time after December 11, 2000, subject to prior approval of the
Bank of Spain, at the option of the Company, in the event of certain developments affecting taxation. See
"Description of the Notes and Guarantees -- Optional Tax Redemption".
The Notes will be represented by one or more global Notes registered in the name of the nominee
of The Depository Trust Company ("DTC"). Beneficial interests in the global Notes will be shown on,
and transfers thereof will be effected only through, records maintained by DTC and its participants.
Except as described herein, Notes in definitive form will not be issued. The Notes are offered, and will be
transferable, only in denominations of $100,000 and in integral multiples of $10,000 in excess thereof.
The Notes will trade in DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity for the Notes will therefore settle in immediately available funds. See "Description of the
Notes and Guarantees -- Book Entry System; Delivery and Form".
THE NOTES AND THE GUARANTEES ARE NOT REQUIRED TO BE, AND HAVE NOT BEEN,
REGISTERED UNDER THE SECURITIES ACT OF 1 9 3 3 . NEITHER THE NOTES
NOR THE GUARANTEES ARE DEPOSITS AND WILL NOT BE INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
( " F D I C " ) OR ANY OTHER GOVERNMENT AGENCY.
Price to
Underwriting
Proceeds to
Public(1)
Commission(2)
Company(1)(3)
Per Note
98.214%
.875%
97.339%
Total
$196,428,000
$1,750,000
$194,678,000
(1) Plus accrued interest, if any, from December 11, 1995.
(2) The Company, the Branch and the Bank have agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the U.S. Securities Act of 1933. See "Underwriting".
(3) Before deducting expenses payable by the Bank and the Company.
The Notes are offered by the Underwriter, subject to prior sale, when, as and if issued by the
Company, delivered to and accepted by the Underwriter and subject to its right to reject orders in whole
or in part. It is expected that delivery of the Notes, in book-entry form, will be made through the facilities
of DTC in New York, New York, on or about December 11, 1995, against payment therefor in immediately
available funds.
UBS Securities Inc.
December 4, 1995

NOTICE TO NEW HAMPSHIRE RESIDENTS
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINA-
TION OF THE ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The Notes may not be offered, transferred or sold as part of their initial distribution to any persons
(including legal entities) established or domiciled in, or residents of, Spain. No invitation may be made to
the public in the Cayman Islands to subscribe for Notes.
The Notes will not be listed on any securities exchange, and there can be no assurance that there will
be a secondary market for the Notes.
ENFORCEMENT OF LIABILITIES
The Company and certain of the experts named in this Offering Circular are nonresidents of the
United States and all or a substantial portion of the assets of the Bank and such persons are located
outside the United States. As a result, it may not be possible for investors to effect service of process
within the United States upon such persons with respect to matters arising under the U.S. Securities Act
of 1933 (the "Securities Act"), or to enforce against them judgments of courts of the United States
predicated upon civil liability under the Securities Act. The Bank has been advised by its Spanish legal
counsel, Despacho Melchor de las Heras, and the Company has been advised by its Cayman Islands legal
counsel, Maples and Calder, that there is doubt as to the enforceability in Spain and the Cayman Islands,
respectively, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities
predicated solely upon the federal securities laws of the United States. To the extent that a holder of a
Note is entitled to any recovery with respect to the Guarantees in any Spanish action or proceeding, any
recovery in such an action or proceeding may be available only in Spanish pesetas.
The Company and the Bank have agreed that any action arising out of or based upon the Indenture,
Notes or Guarantees may be instituted in any state or federal court in the Borough of Manhattan, New
York, and the Company and the Bank will irrevocably submit to the non-exclusive jurisdiction of any such
court in any such action. See Description of the Notes and Guarantees -- Governing Law and Consent to
Jurisdiction.
2

AVAILABLE INFORMATION
The Bank is subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "1934 Act"), and in accordance therewith files or furnishes reports and other information
with the U.S. Securities and Exchange Commission (the "Commission"). Reports and other information
filed or furnished by the Bank with or to the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W, Washington, D.C.
20549, and at the following Regional Offices of the Commission: New York Regional Office, 13th Floor,
7 World Trade Center, New York, New York 10048 and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
also be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W, Washing-
ton, D.C. 20549, at prescribed rates. Such reports and other information can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which the
Bank's American Depositary Shares ('ADSs") representing its shares of capital stock, par value 600 Ptas.
each ("Shares"), are listed.
The Bank will furnish to any holder of Notes, upon request of such holder, its most recent Annual
Report on Form 20-F. Such annual report will include a description of operations and annual audited
consolidated financial statements prepared in accordance with generally accepted accounting principles
in Spain, including the accounting requirements established by the Bank of Spain ("Spanish GAAP"),
together with a reconciliation of net income and stockholders' equity reported therein to amounts
estimated to be in accordance with generally accepted accounting principles in the United States. The
Bank also will furnish to any holder of Notes, upon request of such holder, interim reports of the Bank,
which will include unaudited interim consolidated financial information prepared in conformity with
Spanish GAAP The Bank will furnish to any holder of Notes, upon request of such holder, its most recent
annual report made available to shareholders.
The Bank holds and will hold from time to time debt of Cuban issuers. This information is accurate
as of September 30, 1995. Additional current information with respect to such holdings may be obtained
from the Florida Department of Banking and Finance, The Capitol, Tallahassee, Florida 32399-0350;
(904) 488-9805.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Bank's Annual Report on Form 20-F for 1994 filed with the Commission (the "1994
Form 20-F"), a copy of which is attached hereto as Annex A, is incorporated herein by reference and made
a part hereof. This Offering Circular is qualified in its entirety by the more detailed information contained
in the 1994 Form 20-F. In addition, the Bank's Report on Form 6-K for September 1995 filed with the
Commission (the "September Form 6-K") and the Bank's Report on Form 6-K for November 1995 filed
with the Commission (the "November Form 6K") incorporated herein by reference and made a part
hereof. This Offering Circular is qualified in its entirety by the more detailed information contained in the
1994 Form 20-F, the September Form 6-K and the November Form 6-K. The Bank will provide without
charge to each person to whom a copy of this Offering Circular is delivered, upon the request of any such
person, a copy of the September Form 6-K and the November Form 6-K. Requests should be directed to
the Bank at Gran Via 1, 48001 Bilbao, Spain, Attention: Director of Investor Relations (011-344-487-6587)
USE OF PROCEEDS
The net proceeds from the sale of Notes will be used for general corporate purposes of the Bank
together with its consolidated subsidiaries (the "Group"). The Company and the Bank have raised
capital in various markets from time to time, and anticipate that they will continue to raise capital as and
when they deem appropriate.
3

THE GROUP
The Bank is one of the largest commercial banks in Spain based on assets and deposits. The Bank is
engaged in all aspects of retail, corporate and private banking, both in Spain and abroad. The Group is
engaged in a wide range of banking, financial and related activities in Spain and has offices or subsidiaries
in 26 other countries. The primary businesses of the Group are deposit-taking, lending, trade finance,
securities underwriting and brokerage and related financial services. Financial services offered by consol-
idated subsidiaries of the Group include lease and specialized financing, factoring, securities trading,
securities brokerage, mortgage and consumer financing, venture capita! and real estate development and
management. At December 31,1994, the Group had total assets of Ptas. 12,972.9 billion, total deposits of
Ptas. 9,221.2 billion and stockholders' equity of Ptas. 631.6 billion. The Group's net income for the year
ended December 31, 1994 amounted to Ptas. 72.3 billion. The Bank's total assets represented approxi-
mately 78.3% of the Group's total consolidated assets at December 31, 1994.
The New York Branch
The Branch is licensed by the Superintendent of Banks of the State of New York (the "Superinten-
dent") and engages primarily in wholesale banking, trade related business and foreign exchange opera-
tions. The Branch funds itself primarily in the interbank markets. The Branch is located at 116 East 55th
Street, New York, NY 10022.
The following table presents certain financial information concerning the Branch:
At December 3 1 ,
1994
1993
($ in millions)
Total loans 25.3 20.9
Total assets 1,164.8 702.6
Total deposits 139.4 140.4
As of the date of this Offering Circular, the Branch has outstanding approximately $200 million in
subordinated guarantees. The Branch currently docs not have outstanding any subordinated debt.
Supervision a n d Regulation of the New York Branch. The Branch is licensed by the Superinten-
dent under the New York State Banking Law ("NYBL"). The Branch is examined by the New York State
Banking Department and is subject to banking laws and regulations applicable to a foreign bank that
operates a New York branch. In this regard, New York branches of foreign banks are regulated substan-
tially the same as, and have similar powers to, New York state-chartered banks.
Under the NYBL and currently applicable regulations, the Branch is required to maintain a specified
amount of eligible assets. In addition, the Superintendent is empowered by law to require any branch of
a foreign bank to maintain in New York specified assets equal to such percentage of the branch's liabilities
as the Superintendent may designate.
The NYBL authorizes the Superintendent to take possession of the business and property in New
York State of a foreign bank licensed in New York whenever an event occurs which would permit the
Superintendent to take possession of the business and property of a New York state-chartered bank.
Those events include the violation of any law, unsafe business procedures, an impairment of capital, and
the suspension of payments of obligations. In liquidating or dealing with such a branch's business after
taking possession of the branch, the NYBL provides that only the claims of creditors which arose out of
transactions with the branch shall be accepted by the Superintendent for payment out of the foreign
bank's assets in New York; however, such acceptance or rejection shall not prejudice such creditors'
rights to otherwise share in the assets of the foreign bank. Under the terms of the Notes, a liquidation or
taking possession of the Branch would not constitute an Event of Default (as defined below) entitling the
holders of the Notes to accelerate payments. In the event of the liquidation, dissolution or discontinu-
ance of the Branch, the obligations of the Branch would terminate, but the Guarantees would continue
thereafter to represent subordinated obligations of the Bank. See "Description of the Notes and Guaran-
tees -- Subordination of Notes and Guarantees" and "-- Events of Default; Notice and Waiver".
4

NYBL Section 618-a generally permits the Superintendent in liquidating a branch or agency to
assume or repudiate any contract. If the Superintendent were to contend successfully that the power to
repudiate "contracts" extended to obligations such as the Guarantees, the claims of holders of the Notes
and Guarantees against the Superintendent would be limited to actual direct compensatory damages for
principal due and interest accrued through the date the Superintendent took possession of the Branch.
Section 618-a also provides, however, that it does not affect the right of parties to such "contracts" to
seek performance or damages in any other jurisdiction. In this regard, the terms of the Guarantees
expressly provide that, upon the liquidation, dissolution or discontinuance of the Branch for any reason,
or upon any repudiation of the obligations of the Branch by the Superintendent pursuant to Sec-
tion 618-a of the NYBL, the Guarantees shall continue as subordinated obligations of the Bank.
In addition to being subject to New York State laws and regulations, the Branch and the Bank arc
subject to federal regulations, primarily under the International Banking Act of 1978, as amended (the
"IBA"). The IBA generally extends federal banking supervision and regulations to the U.S. offices of
foreign banks. Pursuant to the IBA, the Bank is subject to regulations applicable to a U.S. Bank Holding
Company ("BHC"). Under the IBA, U.S. branches of foreign banks, including the Branch, are subject to
reserve requirements on deposits and to reporting and examination requirements imposed by the Board
of Governors of the Federal Reserve System (the "Board") similar to those imposed on domestic banks
that are members of the Federal Reserve System. In this regard, the Foreign Bank Supervision Enhance-
ment Act of 1991 (the "FBSEA") has amended the IBA to enhance the authority of the Board to supervise
the operations of foreign banks in the United States. In particular, the FBSEA has expanded the Board's
authority to regulate the entry of foreign banks into the United States, supervise their ongoing opera-
tions, conduct and coordinate examinations of their U.S. offices with state banking authorities, and
terminate their activities in the United States for a violation of law or for an unsafe or unsound banking
practice. In addition, under the FBSEA, state-chartered branches and agencies of foreign banks may not
engage in any activity that is not permissible for a federal branch unless the Board has determined that
such activity is consistent with sound banking practices.
The Branch is generally subject to the same lending limits, as a function of capital, as apply to a New
York state-chartered bank and, by virtue of the FBSEA, as apply to a federal branch, but these limits are
applied on the basis of the Bank's worldwide capital,
Under the IBA, the Bank is restricted in the opening of new full service branches and establishing or
acquiring subsidiary banks in states outside of its "home-state", which in the case of the Bank is the State
of New York. However, on September 29, 1994 new federal legislation was enacted which permits federal
banking agencies to allow BHCs (including the Bank) to acquire banks across state lines, generally
without regard to state laws to the contrary. The legislation also provides for interstate bank mergers and
de novo interstate branching, subject to state action in some respects. The IBA also restricts the Bank's
ability to engage in non-banking activities in the United States.
THE COMPANY
The Company was incorporated on June 23, 1983 under the laws of the Cayman Islands and with the
name Bilbao International Limited. Following the merger of Banco de Bilbao, S.A. and Banco de Vizcaya,
S.A., in August 1990, the Company changed its name to BBV International Finance Ltd. All of the ordinary
shares of the Company are owned by the Bank. The Company was formed to issue debt securities in
various markets and advance the net proceeds to the Bank. The Company engages in no activities other
than those incidental to the borrowing and lending of such funds.
EXCHANGE RATES
Under the heading "Exchange Rates", the 1994 Form 20-F sets forth, at the dates and for the periods
indicated therein, certain information regarding the noon buying rate in The City of New York for cable
transfers in pesetas as announced by the Federal Reserve Bank of New York for customs purposes (the
"Noon Buying Rate"). The Noon Buying Rate was S1.00 = 123.000 Ptas. on December 4, 1995.
5

SELECTED CONSOLIDATED FINANCIAL INFORMATION
The financial information set forth below has been selected from the audited consolidated financial
statements of the Group. The information should be read in connection with, and is qualified in its
entirety by reference to, the Group's consolidated financial statements and notes thereto included in the
1994 Form 20-F.
The Group's consolidated financial statements included in the 1994 Form 20-F have been prepared
in accordance with Spanish GAAP. Spanish GAAP differs in certain significant respects from US GAAP See
Note 21 to the consolidated financial statements that appear in the 1994 Form 20-F (the "Consolidated
Financial Statements"). The Group's Consolidated Financial Statements included in the 1994 Form 20-F
are presented after giving effect to material reclassifications that are required by regulations of the United
States Securities and Exchange Commission (the "Commission"), and therefore differ in presentation
from the financial statements appearing in the Group's annual reports for the years shown.
Effective January 1, 1992, Circular 4/1991 imposed certain changes on the accounting principles
applicable to Spanish banks, and effective March 26, 1993, Circular 4/1993 amended Circular 4/1991.
Figures in the 1994 Form 20-F for 1994 have been stated in accordance with the revised accounting
principles of Circular 4/1993. In order to provide a comparison between the financial statements for the
years ended December 31, 1993 and December 31, 1992, which were prepared according to the
principles of Circular 4/1991, and the financial statements for the year ended December 31, 1991, which
were restated in accordance with Circular 4/1991, the 1992 and 1991 financial statements have been
restated in accordance with the revised accounting principles of Circular 4/1993, and therefore differ in
certain respects from the financial statements for the years ended December 31, 1992 and December 31,
6

1991 which have been previously filed by the Group. The financial statements for the year ended
December 31, 1990 (and prior years) have not been restated in accordance with Circular 4/1993 or
Circular 4/1991.
Year Ended December 3 1 ,
1990
1991
1992
1993
1994
1994
(In millions, except per share amounts and percentages)
Spanish GAAP Income Statement Data
Income Statement Data
Interest income Pts. 941,299 Its. 967,536 Pts.1,030,034 Pts.1,095,621 Pts. 960,642$ 7,292
Interest expense 628,451 663,527 730,960 781,733 640,784 4,864
Net interest income 312,848 304,009 299,074 313,888 319,858 2,428
Provision for possible loan losses (27,272) (41,144) (48,834) (71,783) (48,723) (370)
Non-interest income 140,101 189,808 161,987 201,449 139,303 1,058
Non-interest expense (288,447) (321,255) (303,528) (337,581) (309,894) (2,353)
Income before income taxes (operating
income) 137,230 131,418 108,699 105,973 100,544 763
Income tax expense (35,896) (37,601) (39,221) (34,888) (28,214) 214
Net income 101,334 93,817 69,478 71,085 72,330 $ 549
Per Share
Net income(1) 439 406 301 308 313 2.38
Dividcnds(2) 158 163 169 169 174 1.32
Per ADS(3)
Net income(1) 439 406 301 308 313 2.38
Dividends(2) 158 163 169 169 174 2.38
Consolidated Balance Sheet Data
Total assets 8,288,241 8,816,424 9,993,841 11,528,211 12,972,937 $98,481
Loans and leases, net 3,822,998 4,029,593 4,180,076 4,455,170 4,668,142 35,437
Deposits 5,626,006 6,142,525 6,879,214 8,136,648 9,221,194 70,001
Short-term borrowings 1,412,986 1,462,836 1,851,114 1,974,416 2,463,065 18,698
Long-term debt 155,017 146,655 133,396 170,390 179,617 1,364
Stockholders' equity 533,967 539,191 580,127 617,915 631,564 4,794
Minority interests 25,084 59,790 76,330 135,984 135,641 1,030
Total capitalization 714,068 745,636 789,853 924,289 946,822 $ 7,188
Stockholders' equity per share 2,312 2,334 2,511 2,675 2,734 20.75
Stockholders' equity per ADS 2,312 2,334 2,511 2,675 2,734 20.75
Consolidated Ratios
Profitability ratios
Net interest margin(4) 4.33% 3.84% 3.61% 3.17% 2.87% 2.87%
Return on average total assets 1.28% 1.08% 0.75% 0.65% 0.59% 0.59%
Return on average stockholders' equity 19.94% 16.89% 12.26% 11.81% 11.59% 11.59%
Capital ratios
Average stockholders' equity to average
total assets 6.42% 6.40% 6.10% 5.52% 5.09% 5.09%
Stockholders' equity to total assets 6.45% 6.12% 5.80% 5.36% 4.87% 4.87%
Credit quality data
Allowance for possible loan losses 112,227 140,453 165,267 181,882 165,551 1,257
Allowance for possible loan losses as a
percentage of total loans and leases 2.84% 3.35% 3.79% 3.90% 3.41% 3.41%
Substandard loans(5) 185,760 210,870 248,024 270,182 237,732 1,805
Substandard loans as a percentage of total
loans and leases 4.70% 5.04% 5.68% 5.80% 4.90% 4.90%
Allowance for possible loan losses as a
percentage of substandard loans 60.42% 66.61% 66.63% 67.32% 69.59% 69.59%
Net loan chargc-offs at end of period 13,289 25,560 26,229 59,912 61,884 470
Net loan charge-offs as a percentage of
average total loans and leases at end of
period 0.35% 0.64% 0.63% 1.36% 1.32% 1.32%
(footnotes appear on following page)
7

(1) Calculated on the basis of the weighted average number of Shares outstanding during the relevant period.
(2) Calculated based on total dividends paid in respect of each period indicated.
(3) Each ADS represents the right to receive one Share.
(4) Net interest margin represents net interest income (not on a tax equivalent basis) as a percentage of average interest-earning
assets.
(5) Disclosures here and in the 1994 Form 20-F with respect to the amount of "substandard loans" at any date reflect Bank of
Spain classifications at such date. See "Business -- Assets -- Allowance for Possible Loan Losses," "-- Substandard Loans",
and "-- Foreign Country Outstandings" in the 1994 Form 20-F. Such classifications differ from the classifications applied by
U.S. banks in reporting loans as non-accrual, past due, restructured and potential problem loans. One of the more important
differences is that under Bank of Spain classifications, in the case of loans which are classified as substandard because any
payment of principal or interest is 90 days or more past due, initially only past due payments of principal or interest (to the
extent accruing at the time that the relevant loan is classified as substandard) are treated as substandard. If any payment on a
loan is past due for more than one year or the aggregate amount of past due principal and interest exceeds 25% of such loan,
then the entire principal amount of the loan is required to be classified as substandard. Accordingly, in the table above, only
such past doe payments are included in substandard loans unless and until the entire principal amount is classified as
substandard.
U.S. GAAP(l)
Year Ended December 3 1 ,
1991
1992
1993
1994
1994
(millions, except per share amounts and percentages)
Net income Pts. 104,901 Pts. 60,247 Pts. 94,716 Pts. 63,703 $ 484
Stockholders' equity(2) 464,135 497,424 555,063 561,953 4,266
Total assets(2) 8,804,784 9,996,201 11,546,603 13,015,433 98,804
Per share
Net income per share 454 261 410 276 2.10
Net income per ADS(3) 454 261 410 276 2.10
Stockholders' equity per share(2) 2,009 2,153 2,403 2,433 18.47
Stockholders' equity per ADS(2)(3) 2,009 2,153 2,403 2,433 18.47
(1) For information concerning significant differences between Spanish GAAP and U.S. GAAP, see Note 21 to the Consolidated
Financial Statements in the 1994 Form 20-F.
(2) At the end of the reported period.
(3) Each ADS represents the right to receive one Share.
First Nine Months of 1995
On October 19, 1995, the Bank announced that for the nine months ended September 30, 1995, the
Group had net attributable profit (determined under Spanish GAAP) of Ptas. 55,691 million, as compared
to net attributable profit of Ptas. 47,909 million for the nine months ended September 30, 1994 (an
increase of 16.2%). Net income (determined under Spanish GAAP) for the nine month period increased
24.62% from Ptas. 57,735 million in 1994 to Ptas. 71,949 million in 1995.
The Group's operating income for the first nine months of 1995 amounted to approximately Ptas.
117,985 million, representing a 23% increase over the comparable period in 1994. Contributing to this
increase was income of Ptas. 3,455 million, instead of a loss of Ptas. 27,662, from market operations for
the period (which benefitted from more favorable market conditions during the period as opposed to
difficult conditions during the prior period) and, to lesser extent, increases in the Group's fees and
commissions and net interest income. These increases were partially offset by a decrease in income
accounted for by the equity method which was principally due to a nonrecurring charge during the first
quarter of 1995. In addition, the Group's operating expenses for the nine month period increased 8%
from Ptas. 189,085 to Ptas. 204,163. The increase was primarily due to the incorporation of the Group's
recent acquisition of a majority stake in Probursa in Mexico and the Group's acquisition of Banco
Continental in Peru; if the costs of these operations were excluded, the rate of growth of operating
8

expenses would have been 2.4%, reflecting the Group's cost-cutting efforts in recent years. Pension fund
expenses were substantially higher during the first nine months of 1995, as compared to the first nine
months of 1994, due, in part, to the charging of a lower proportion of the expected annual pension fund
expense in the first nine months of 1994.
The Group's net interest margin decreased during the nine month period (from 2.49% in the nine
months ended September 30, 1994 to 2.31% in the nine months ended in September 30, 1995), primarily
reflecting a change in the mix of both deposits and loans and the higher cost of deposits resulting from
increased competition.
Income from the acquisition and disposition of equity holdings was Ptas. 23,819 million for the first
nine months of 1995, 7.3% less than in the first nine months of 1994.
Improvement in the quality of the Group's domestic assets allowed for a reduction in loan loss
provisions and a simultaneous increase in bad debt recoveries at September 30, 1995, as compared to
September 30, 1994. The non-performing loan coverage ratio of the Group at September 30, 1995 was
76%, an increase of 6% over the ratio at September 30, 1994. This reflects a decline in the net loan loss
provision, which was Ptas. 28,540 million for the nine months ended September 30, 1995, as compared
to Ptas. 32,806 million for the nine months ended September 30, 1994. The domestic non-performing
loan ratio of the Group was 3.9% at September 30, 1995 (4.8% at September 30, 1994), as compared to an
average of 5.6% for the Spanish financial system.
Pre-tax profit for the nine months ended September 30, 1995 increased by 26.3% to Ptas. 107,479
million, as compared to the same period in 1994. However, the Group experienced a higher tax rate and
higher minority interest expenses during the period.
Results for the first nine months of 1995 are not necessarily indicative of results for any other period
or for the full year. The Group's results for the first nine months of 1995 are published in Spanish format,
and are not available in a format that gives effect to the material reclassifications required by the
Commission for presentation of the Consolidated Financial Statements. See "Selected Financial Data --
Selected Consolidated Financial Information" in the 1994 Form 20-F. Management believes that the
material adjustments that would be required to reconcile to U.S. GAAP the net income figures given
above for the first nine months of 1995 are comparable in nature to those discussed in Note 21 to the
Consolidated Financial Statements.
9

DESCRIPTION OF THE NOTES AND GUARANTEES
The Notes will be issued under an indenture dated as of December 1, 1995 (the "Indenture") among
the Company, the Bank acting through the Branch and Bankers Trust Company, as trustee (the "Trus-
tee"). The holders of the Notes (the "Holders") will be bound by, and deemed to have notice of, all the
provisions of the Indenture. The Notes will be guaranteed by the Bank on a subordinated basis pursuant
to a guarantee issued by the Bank acting through the Branch to the Trustee, for the benefit of the Holders.
A counterpart of the guarantee issued to the Trustee will also be endorsed on the reverse of each Note
certificate (each such guarantee, and the guarantee issued to the Trustee, collectively the "Guarantees").
The following summaries of certain provisions of the Notes, the Guarantees and the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety by reference to, the detailed
provisions of the Notes, the Guarantees and the Indenture, copies of which (including the forms of the
Notes and the Guarantees) will be available for inspection at the office of the Trustee in New York City
located at 4 Albany Street, New York, New York 10006.
General
The Notes will be direct and unconditional unsecured subordinated debt obligations of the Com-
pany. The Notes will rank without preference or priority among themselves and p a r i passu with all other
unsecured and subordinated indebtedness of the Company. The obligations of the Company under the
Notes, whether on account of principal, interest or Additional Amounts, are subordinated in the manner
and under the circumstances provided in the Indenture to all unsecured and unsubordinated payment
obligations of the Company. The claims of Holders will, in the event of the bankruptcy, suspension of
payments, reorganization, dissolution, winding up, liquidation or composition or arrangement with
creditors of the Company, be junior in right of payment to the claims of all other creditors (other than
holders of subordinated indebtedness, if any) of the Company but shall rank at least p a r i passu with the
holders of all other Subordinated Indebtedness (as defined below), and shall rank prior to holders of
indebtedness which by its terms ranks junior to the Notes, and prior to the claims of shareholders of the
Company. The Notes and Guarantees do not limit the amount of other indebtedness or securities which
may be issued by the Company or the Bank.
The Notes will be limited to $200,000,000 aggregate principal amount and will mature on Decem-
ber 1, 2025. The Notes will not be redeemable prior to their maturity except as described below under
"Optional Tax Redemption" and will not be entitled to the benefit of any sinking fund.
The Notes will be issued in minimum denominations of $100,000 and in multiples of $10,000 in
excess thereof. The Notes will initially be issued in the form of one or more permanent global Notes (each
a "Global Note") registered in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). Interests in the Global Notes will be represented through financial institutions acting on behalf
of holders of such interests as direct or indirect participants in DTC. Except in limited circumstances,
investors will be required to hold the interests in Global Notes purchased by them through DTC and
owners of interests in the Global Notes will not be entitled to receive physical delivery of Notes in
definitive form. See "Book Entry System; Delivery and Form" below.
Each Note will bear interest on the principal amount thereof at the rate of 7% per annum until such
principal amount is duly paid or made available for payment. Interest on the Notes will be computed on
the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Notes will be payable semi-annually on June 1 and December 1 each year (each an
"Interest Payment Date") commencing on June 1, 1996 and at maturity or earlier redemption. The
"Record Date" for the Notes with respect to any Interest Payment Date will be the May 15 or Novem-
ber 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment
Date. If any Interest Payment Date or maturity date or date of redemption for the Notes falls on a day that
is not a Business Day, the related payment of principal or interest will be made on the next succeeding
Business Day as if it were made on the date such payment was due, and no interest will accrue on the
amount so payable for the period from and after such Interest Payment Date or maturity date or date of
10