Dodd Frank

General disclosures

Dodd Frank Title VII External Business Conduct Disclosures

Banco Bilbao Vizcaya Argentaria, S.A. («we», «us», «our», «BBVA»), is registered as a non-U.S. swap dealer («Swap Dealer») (LEI K8MS7FD7N5Z2WQ51AZ71) with the Commodity Futures Trading Commission («CFTC»).  In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, prior to entering into a swap transaction, a swap dealer must provide several disclosures (the «Disclosures») to a counterparty who is not a Swap dealer, major swap participant, security based swap dealer or major security based swap participant («you»).  Under the requirements of Section 23.431 of the CFTC regulations as found within the Business Conduct Standards for Swap Dealers and Major Swap Participants, 17 CFR 23 Subpart H, a Swap Dealer must disclose, in addition to other information, the material risks of the particular swap.  The Disclosures are being provided in order to assist you with evaluating, among other risk considerations, the following:

• The material risks of the swap, including market, credit, liquidity, foreign currency, legal, operational and other applicable risks,
• The material characteristics of the swap, including the material economic terms, operational terms, and the rights and obligations of the parties during the term of the swap, and 
• The material incentives and conflicts of interest that may apply with respect to the swap, including the price and pre-trade mid-market mark of the swap and any compensation or other incentive we may receive from any source other than you in connection with the swap.

This website and the various links found herein provide you with the Disclosures that should be carefully evaluated before you enter in to a swap with us.

The Disclosures included in this website do not supersede but complement any additional information and disclosures included in any transactional specific documentation, including any derivatives master agreement, transactional term sheet, confirmation agreement, any other agreement between you and us,  and such other communications exchanged between you and us. In the event of any conflict between such transactional disclosures and the Disclosures, the transactional disclosures shall prevail. 

Changes & Updates

Please note that we may provide additional disclosures or notices to supplement or supersede the Disclosures provided herein. In addition, information owned or controlled by others, including ISDA, may change or be updated from time to time on their websites or otherwise.  Revisit this website and relevant web pages regularly to ensure that you have the most current information and disclosures before entering into each swap.

Clearing

With respect to any swap entered into between you and us that is subject to the mandatory clearing requirements under Section 2(h) of the Commodities Exchange Act, subject to applicable laws and any agreement between you and us, you have the sole right to select the derivative clearing organization at which the swap will be cleared. If you elect a derivative clearing organization at which to clear the swap, you acknowledge and understand that the Swap  Dealer may be unable to enter into such swap with you if the Swap Dealer does not have a clearing relationship at the clearing organization you have selected. 

With respect to any swap that is not subject to the mandatory clearing requirements, but is eligible for clearing, you may in your sole discretion elect to clear such swap and you have the right to select the derivatives clearing organization at which the swap will be cleared.  If you elect to clear a swap, you acknowledge and understand that the Swap Dealer may be unable to enter into such swap with you if the Swap Dealer does not have a clearing relationship at the clearing organization you have selected. 

If you do not select a derivatives clearing organization, we may designate a clearing organization.

Notwithstanding the foregoing, a swap may be cleared at any time after execution of such swap on such terms and conditions as both parties may agree, which may include an adjustment to the terms of a swap and/or possible additional payments to take into account that the swap is to be cleared.

Please note that prior to entering into any swap that will be cleared, you must (i) notify us in writing of your preference of the derivatives clearing organization on which the swap may be cleared, and (ii) have taken all necessary action on your part for the swap to be submitted for clearing. 

You are hereby notified that, upon acceptance of a swap by a clearing organization, (i) the original swap between the Swap Dealer and Counterparty is extinguished; (ii) the original swap between  the Swap Dealer and you is replaced by equal and opposite swaps with the designated clearing organization; and (iii) all terms of the swap shall conform to the product specifications of the cleared swap established under the designated clearing organization’s rules.

Scenario Analysis

Prior to entering into any swap that is not available for trading on a designated contract market or swap execution facility, you may request in writing, and consult on the design of a scenario analysis to allow you to assess the potential exposure in connection with such swap. Clients who choose to request such scenario analysis should email your Sales Representative.

Conflicting Terms

 In the event of any conflict between the terms and conditions on this website and such additional terms and conditions in a written agreement between you and BBVA, the additional terms and conditions shall govern and control.  Nothing herein or contained in any Disclosures on this website shall be construed amend, modify, change or supersede the express terms of any written agreement between you and us, including any swap confirmation or swap trading relationship documentation.

No Offer, Commitment, Advice or Recommendation

This website is for informational purposes only and does not constitute an offer of sale or commitment.  Furnishing you with the Disclosures made available on or through this website, or the website of another organization, is for your convenience and does not replace the need for a written agreement between the parties.  The content of any material or Disclosures provided on this website does not constitute legal, financial, tax, accounting or other advice, and you should consider consulting your professional advisors for such advice.   With respect to each transaction, and all interactions between you and us regarding such transactions, we are acting in our capacity as a counterparty and are not undertaking to assess the suitability of any swap, product or strategy involving a transaction for you.  You must make your own, independent evaluation of the terms and risks of any transaction and decide whether entering into such transaction with us is suitable for you, based on your own judgment and the advice of any advisors you deem necessary.

Complaints

Should you have a complaint or concern regarding your interaction with BBVA or any of the information contained on this website related to derivative and/or FX products, please contact us by sending an email to the following address customersupportgm@bbva.com

Pre-Trade & Mid-Market Marks

 In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the «Act»), prior to entering into a swap transaction, a swap dealer must provide a pre-trade mid-market mark for the swap to any counterparty who is not a swap dealer, major swap participant, security based swap dealer or major security based swap participant.  These disclosures apply only to transactions that are «swaps» within the meaning of the Act.

The pre-trade mid-market mark of any swap that we provide to you excludes amounts for profit, credit reserve, hedging, funding, liquidity, or any other costs or adjustments.  Such pre-trade mid-market marks will be based on what we believe is the pricing metric and/or valuation that best expresses the pre-trade mid-market mark of such swap and may utilize any one or more of our proprietary models, relevant prices, rates and any such other information as we deem relevant.  We will use assumptions in determining these pre-trade mid-market marks based on the current market conditions and our expectations for future conditions, on a case by case basis, as applicable for the relevant swap.  The pre-trade mid-market mark that we provide to you will not reflect the actual market price at which an offer would be made to purchase, sell, enter into, exercise, novate, unwind, terminate or settle a swap. 

We make no representations or warranties to you that the prices at which we offer or value Swaps are the best prices available for any swap in the marketplace. You may wish to seek representative quotations from other participants in the relevant market to compare prices.  Further, we make no representations or warranties to you that the price at which we value swaps (i) would equal the value that would be used for determining margin calls or collateral levels or (ii) would be the same as the value at which the swap is marked on our internal books and records.

We make no representations or warranties that any such pre-trade mid-market marks are suitable for your accounting or investment purposes, complying with any financial or tax reporting obligation, determining net asset value, computing any tax liability or any other purpose, matters which you should discuss with your own financial, legal, tax, accounting and other professional advisors. We will have no liability for any losses or damages, whether direct, indirect, special, consequential or incidental, arising out your use or reliance on the pre-trade mid-market mark provided to you, even if we are advised of such possibility.

We may calculate the pre-trade mid-market mark for a prospective uncleared swap on a different basis than that which we use to determine the pre-trade mid-market mark for a similar cleared swap.

Market Commentary

From time to time the foreign exchange and/or derivatives sales units of BBVA may distribute commentary on economic, political and/or market conditions («Market Commentary»).  Such Market Commentary may be considered to be a general solicitation for entering into derivatives and/or foreign exchange transactions, but should never be considered a «research report» as defined in Section 23.605 of the CFTC regulations. 

Market Commentary is not to be construed as a recommendation or opinion with respect to any specific swap or derivative, or trading strategy involving a swap or derivative.  Market Commentary does not take into account the investment objectives, financial conditions, or needs of any individual party and is not intended to serve as a basis for entering into a swap or derivatives transaction or to suggest, in any manner, that a party should enter into a particular swap or derivative transaction, or trading strategy involving a swap or derivative. All expressions of opinion in Market Commentary are subject to change without notice

The information contained in Market Commentary is obtained from sources believed to be reliable but it is not represented to be accurate, complete or objective. In providing Market Commentary, neither BBVA nor any affiliate of BBVA is acting as your agent, broker, advisor, or fiduciary, or is offering any tax, accounting, or legal advice regarding these instruments or transactions.  BBVA may have current positions or strategies that may be inconsistent with any views expressed in Market Commentary.

Daily Marks

With respect to all cleared swaps, you have the right to receive the daily mark for such swap from the relevant derivatives clearing organization upon request.

With respect to all uncleared swaps, as of the close of business on each Business Day (or such other time as you and the Swap dDealer may agree in writing) the Swap Dealer will provide you with the daily mark for each swap.  The daily mark is the mid-market mark of the swap.  We will provide  a description of the methodology and assumptions used to prepare the daily mark and any material changes to the methodology during the term of the swap, but we may choose not to disclose any confidential or proprietary information about any model used to prepare such daily mark.

Counterparty acknowledges the following about the daily mark (i) the daily mark does not include amounts for profit, credit reserve, hedging, funding, liquidity, or any other costs or adjustments; (ii) the daily mark may not necessarily be a price at which either you or the Swap Dealer would agree to replace or terminate the swap and may not necessarily be the value of the swap that is marked on the books of the Swap Dealer; and (iii) considerations other than the daily mark may determine calls for margin unless otherwise expressly agreed by the parties.

We make no representations or warranties that any such daily mark is suitable for your accounting or investment purposes, complying with any financial or tax reporting obligation, determining net asset value, computing any tax liability or any other purpose, matters which you should discuss with your own financial, legal, tax, accounting and other professional advisors. We will have no liability for any losses or damages, whether direct, indirect, special, consequential or incidental, arising out your use or reliance on the daily mark provided to you, even if we are advised of such possibility.

We will provide you with the daily mark for each uncleared swap executed between you and us, through email. 

For further information about BBVA SA Daily Marks methodology please refer to  the following link.

Products information

Please ask your sales representative to provide you with the product information, in order to read important product and disclosure information provided by ISDA as well as information related to the various products offered by BBVA SA. Please note that each product has its own unique characteristics and related risks. You should review all information carefully, including all disclosures.

 Material characteristics & Material Economic Terms Disclosure

This Disclosure Statement describes the manner in which the terms of any Transaction that we may enter into with you will be determined. The term “Transaction” has the meaning set forth in the ISDA General Disclosure Statement for Transactions that we have provided to you.

Before entering into any Transaction, you should conduct a thorough and independent evaluation of the terms of the Transaction in light of your particular circumstances and the nature and extent of your exposure to, and willingness to incur, risk. You should also consider whether the Transaction is appropriate for you in light of your experience, objectives, financial and operational resources and other relevant circumstances. Unless expressly agreed in writing, we are not providing you with legal, regulatory, financial, tax, accounting or other advice in connection with any Transaction.

The terms of any Transaction that you and we enter into will be set forth in the confirmation or other agreement evidencing the Transaction, including any terms incorporated by reference therein. Subject to the exactions described below, any Transaction that you and we enter into will have the terms that you and we expressly agree upon (orally, via email or in any other manner) in connection with the Transaction and other terms determined as follows:

1. Prior transaction specified term sheet, form confirmation or terms spreadsheet. If we notify you that the Transaction will have the terms set forth in a prior  transaction’s specified term sheet, form confirmation or terms spreadsheet, the Transaction will have such terms, subject to any express agreement between you and us in connection with the Transaction.
2. Master confirmation agreement. If 1. does not apply and you and we are party to a master confirmation agreement that governs the Transaction, the Transaction will have the terms set forth in the master confirmation agreement, subject to any express agreement between you and us in connection with the Transaction. 
3. Unspecified prior transaction. If neither 1. nor 2. applies and you and we have previously entered into a transaction of the same type, the Transaction will have the terms set forth in the most recent transaction of the same type that you and we entered into, subject to any express agreement between you and us in connection with the Transaction.
4. Unspecified form confirmation or terms spreadsheet. If none of 1., 2. or 3. applies and the Transaction is of a type that is covered by form confirmation and/or a terms spreadsheet that is available on this site, then the Transaction will have the terms set forth in the forma confirmation and/or terms spreadsheet, as applicable, subject to any express agreement between you and us in connection with the Transaction. In the event of any inconsistency between a form confirmation and a terms spreadsheet that relate to the same type of transaction, the terms set forth in the terms spreadsheet will prevail.

The description above of the manner in which the terms of any Transactions that you and we enter into will be determined is subject to the following important exceptions.

1. If you and we enter into a Transaction that is cleared through a clearing organization or executed through an execution facility that prescribes the terms of the Transaction, the Transaction will have the terms specified by the applicable clearing organization or execution facility and, subject to the rules of the clearing organization or execution facility, any additional terms that you and we expressly agree upon in connection with the transaction.
2. If you and we enter into a Transaction for “give-up” to a third party, the terms of the Transaction will be subject to the terms of any agreement with that third party.