Bond BBVA Banco 6.5% ( US05946KAG67 ) in USD

BBVA Banco

100 % ▲

Spain

US05946KAG67 ( in USD )

6.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond BBVA US05946KAG67 en USD 6.5%, maturity Perpetual

200 000 USD

1 000 000 000 USD

05946KAG6

N/A

05/09/2025 ( In 117 days )

BBVA is a Spanish multinational financial services corporation offering a wide range of banking, investment, and wealth management products and services globally.

BBVA issued a perpetual USD 1,000,000,000 bond (ISIN: US05946KAG67, CUSIP: 05946KAG6) with a 6.5% coupon rate, paying semi-annually, currently trading at 100% of par value, minimum purchase amount $200,000.

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CALCULATION OF REGISTRATION FEE

Amount of
Amount to be
Registration
Title of Class of Securities Offered

Registered

Fee
Series 9 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
$1,000,000,000

$121,200

1
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-232333
PROSPECTUS SUPPLEMENT
(to prospectus dated June 25, 2019)

Banco Bilbao Vizcaya Argentaria, S.A.
$1,000,000,000 Series 9 Non-Step-Up Non-Cumulative Contingent
Convertible Perpetual Preferred Tier 1 Securities
The $1,000,000,000 series 9 non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities (the "Preferred Securities") are
perpetual securities with no maturity date. From and including September 5, 2019 (the "Closing Date") to but excluding March 5, 2025 (the "First Reset
Date") the Preferred Securities will accrue Distributions (as defined herein) at the rate of 6.500% per annum. In respect of the period from and including the
First Reset Date and each fifth anniversary thereafter (each a "Reset Date") to but excluding the next succeeding Reset Date (a "Reset Period"), the
applicable per annum Distribution Rate (as defined herein) will be equal to the aggregate of 5.192% (the "Initial Margin") and the 5-year UST (as defined
herein) for such Reset Period, and such aggregate converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with
0.00005 rounded down), all as determined by the Calculation Agent on the relevant Reset Determination Date (as defined herein). The rate at which the
Preferred Securities accrue Distributions in accordance with the Indenture (as defined herein) is referred to herein as the "Distribution Rate". The
Distribution Rate following any Reset Date may be lower than the initial Distribution Rate and/or the Distribution Rate that applies immediately prior to
such Reset Date. Subject to the conditions as described further below, we will pay Distributions on the Preferred Securities quarterly in arrears on March 5,
June 5, September 5 and December 5 of each year (each a "Distribution Payment Date"), commencing on December 5, 2019. The Preferred Securities carry
a liquidation preference of $200,000 per Preferred Security (the "Liquidation Preference").
We may redeem the Preferred Securities, in whole but not in part, at 100% of their Liquidation Preference plus, if applicable, accrued and unpaid
Distributions to (but excluding) the date fixed for redemption, excluding any Distributions which have been cancelled or deemed cancelled in accordance
with the terms of the Preferred Securities, upon the occurrence of a Tax Event or a Capital Event (each as defined herein), subject, in each case, to the
conditions described in this prospectus supplement and the accompanying prospectus. The Preferred Securities will also be redeemable in whole but not in
part, at our option and in our sole discretion at any time on or after March 5, 2025 at 100% of their Liquidation Preference plus, if applicable, accrued and
unpaid Distributions to (but excluding) the date fixed for redemption, excluding any Distribution which has been cancelled or deemed cancelled in
accordance with the terms of the Preferred Securities, subject, in each case, to the conditions described in this prospectus supplement and the accompanying
prospectus.
Unless previously converted into Common Shares (as defined herein) pursuant to the conversion provisions of the Indenture and except as provided
in the second paragraph under "Description of the Preferred Securities--Liquidation Distribution " herein, our obligations under the Preferred Securities
will constitute our direct, unconditional, unsecured and subordinated obligations and, in case of our insolvency (concurso de acreedores), in accordance
with Article 92.2 of the Spanish Insolvency Law (as defined herein) and Additional Provision 14.3 of Law 11/2015 (as defined herein) but only to the
extent permitted by the Spanish Insolvency Law or any other applicable laws relating to or affecting the enforcement of creditors' rights in Spain and
subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), for so long as the Preferred Securities constitute
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an Additional Tier 1 Instrument (as defined herein) issued by us, such Preferred Securities will rank with respect to claims for any Liquidation Preference
of such Preferred Securities: (i) junior to: (a) any unsubordinated obligations of us (including where those obligations subsequently become subordinated
pursuant to Article 92.1º of the Spanish Insolvency Law); and (b) any claim for principal in respect of any other of our contractually subordinated
obligations, present and future, not constituting our Additional Tier 1 Capital (as defined herein) for the purposes of Section 3.(a) of Additional Provision
14 of Law 11/2015 (other than, to the extent permitted by law, any Parity Securities (as defined herein), whether so ranking by law or their terms); (ii) pari
passu with: (a) each other claim for any Liquidation Preference of Preferred Securities; (b) all other claims in respect of any liquidation preference or
otherwise for principal in respect of our contractually subordinated obligations under any outstanding Additional Tier 1 Instruments, present and future; and
(c) any other Parity Securities (whether so ranking by law or their terms), to the extent permitted by law; and (iii) senior
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to the Common Shares or any other of our subordinated obligations which by law rank junior to the Preferred Securities (including, to the extent permitted
by law, any of our contractually subordinated obligations expressed by their terms to rank junior to the Preferred Securities).
Our obligations under the Preferred Securities are subject to, and may be limited by, the exercise of the Spanish Bail-in Power by the Relevant
Spanish Resolution Authority (each as defined herein).
As described in this prospectus supplement and the accompanying prospectus, upon the occurrence of a Trigger Event (as defined herein),
which shall occur if, at any time, as determined by us, our CET1 ratio or the CET1 ratio of the BBVA Group is less than 5.125% (all as defined
herein), the Preferred Securities are mandatorily and irrevocably convertible into Common Shares and all of our obligations under the Preferred
Securities (except with respect to the payment of certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of
the Common Shares) shall be irrevocably and automatically released in consideration of our issuance and delivery of the Common Shares to the
Conversion Shares Depository (as defined herein).
In addition, in the event of a Capital Reduction (as defined herein), except if we have given a redemption notice prior to or at the same time
as such Capital Reduction, the Preferred Securities are mandatorily and irrevocably convertible into Common Shares unless a holder elects that
the Preferred Securities held by it shall not be so converted by delivery and receipt of a duly completed and signed Election Notice (as defined
herein) on or before the tenth Business Day (as defined herein) immediately following the Capital Reduction Notice Date (as defined in the
accompanying prospectus), and all of our obligations under the Preferred Securities that are so converted (except with respect to the payment of
certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common Shares) shall be irrevocably and
automatically released in consideration of our issuance and delivery of the Common Shares to the Conversion Shares Depository (except that we
may need to pay certain accrued and unpaid Distributions in the terms set forth herein).
Notwithstanding any terms of the Preferred Securities, the Indenture or any other agreements, arrangements, or understandings between
BBVA and any holder of the Preferred Securities, by its acquisition of any Preferred Security, each holder (which, for the purposes of this
paragraph, includes each holder of a beneficial interest in any Preferred Security) acknowledges, accepts, consents to and agrees to be bound by:
(i) the exercise and effect of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any
prior notice with respect to the Preferred Securities, and may include and result in any of the following, or some combination thereof: (a) the
reduction or cancellation of all, or a portion, of the Amounts Due (as defined herein) on the Preferred Securities; (b) the conversion of all, or a
portion, of the Amounts Due on the Preferred Securities into shares, other securities or other obligations of BBVA or another person (and the
issue to or conferral on the holder of any such shares, securities or obligations), including by means of an amendment, modification or variation of
the terms of the Preferred Securities; (c) the cancellation of the Preferred Securities; (d) the inclusion of a maturity date for the Preferred
Securities or the amendment or alteration thereof, or the amendment of the Liquidation Preference or Distributions payable on the Preferred
Securities, or the date on which Distributions become payable, including by suspending payment for a temporary period; and (ii) the variation of
the terms of the Preferred Securities or the rights of the holders thereunder or under the Indenture, if necessary, to give effect to the exercise of
the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
We will apply to list the Preferred Securities on the Global Exchange Market of Euronext Dublin and, if approved, trading is expected to commence
within 30 days after the initial delivery of the Preferred Securities.
Investing in the Preferred Securities involves risks. See "Risk Factors" beginning on page S-37 and as incorporated by reference herein.
Potential investors should review the summaries set forth in "Spanish Tax Considerations" and "U.S. Tax Considerations" in the accompanying
prospectus and "Material U.S. Federal Income Tax Considerations" of this prospectus supplement for information on certain material tax
consequences of the acquisition, ownership and disposition of the Preferred Securities.
The Preferred Securities are not intended to be sold and should not be sold to retail investors (which for purposes of this prospectus
supplement shall include retail clients) in any jurisdiction. Prospective investors are referred to the section headed "Notice to Investors" on page
S-2 of this prospectus supplement.
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The Preferred Securities shall not be offered, sold or otherwise made available to retail clients in the EEA.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offence.

Underwriting
Proceeds to Us

Price to Public

Discount

Before Expenses
Per Preferred Security

100.000%

0.750%

99.250%
Total Preferred Securities

$1,000,000,000
$ 7,500,000
$ 992,500,000
The initial price to the public set forth above does not include accrued Distributions, if any. Distributions on the Preferred Securities will accrue from
September 5, 2019 and must be paid by the purchaser if the Preferred Securities are delivered thereafter.
The Preferred Securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency of the Kingdom of Spain, the United States or any other jurisdiction.
The Joint Bookrunners expect that the Preferred Securities will be ready for delivery through the book-entry facilities of DTC and its participants,
including Euroclear Bank SA/NV ("Euroclear Bank") participants and Clearstream Banking, S.A. ("Clearstream Luxembourg") customers, on or about
September 5, 2019. Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle in two business days,
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Preferred Securities on the date of pricing of
the Preferred Securities or the next three succeeding business days will be required to specify alternative settlement arrangements to prevent a failed
settlement. Such purchasers should consult their own advisors.

Joint Bookrunners

Barclays

BBVA

BofA Merrill Lynch
Goldman Sachs & Co. LLC

JP Morgan

Morgan Stanley
Prospectus Supplement dated August 28, 2019
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Notice to Investors
S-2
About this Prospectus Supplement
S-9
Incorporation of Information by Reference
S-11
Forward-Looking Statements
S-12
Regulatory Statement
S-14
Summary
S-15
Risk Factors
S-37
BBVA
S-60
Use of Proceeds
S-61
Capitalization of the BBVA Group
S-62
Description of the Preferred Securities
S-63
Material U.S. Federal Income Tax Considerations
S-86
Underwriting (Conflicts of Interest)
S-87
Validity of the Securities
S-94
Prospectus

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Page
About this Prospectus

1
Where You Can Find More Information

2
Incorporation of Documents by Reference

2
Forward-Looking Statements

4
Risk Factors

6
The BBVA Group

9
Use of Proceeds
10
Consolidated Capitalization and Indebtedness of the BBVA Group
11
Description of BBVA Ordinary Shares
12
Description of BBVA American Depositary Shares
19
Description of Rights to Subscribe for Ordinary Shares
27
Description of the Notes of BBVA
28
Description of the Contingent Convertible Preferred Securities of BBVA
52
Spanish Tax Considerations
93
U.S. Tax Considerations
104
Benefit Plan Investor Considerations
112
Plan of Distribution
113
Validity of the Securities
115
Experts
115
Enforcement of Civil Liabilities
115

We have not, and the Joint Bookrunners have not, authorized anyone to provide any information other than that contained or incorporated
by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf or
to which we have referred you. We and the Joint Bookrunners take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not, and the Joint Bookrunners are not, making an offer to sell these securities in any state or
jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement, the
accompanying prospectus and in any free writing prospectus prepared by us or on our behalf or to which we have referred you and the
documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.

S-1
Table of Contents
NOTICE TO INVESTORS
Certain important agreements and acknowledgments of investors, including holders and beneficial owners of a Preferred Security
Distribution Cancellation
As described under "Description of the Preferred Securities--Distributions Discretionary " herein, the terms of the Preferred Securities provide that
we may elect, in our sole and absolute discretion, to cancel the payment of any Distribution on the Preferred Securities in whole or in part at any time and
for any reason. As described under "Description of the Contingent Convertible Preferred Securities of BBVA--Payments--Distributions--Restrictions on
Payments" in the accompanying prospectus, the terms of the Preferred Securities also provide for circumstances under which we will be restricted from
making a Distribution (in whole or in part) on the Preferred Securities on a Distribution Payment Date, and the Distribution payable in respect of any such
Distribution Payment Date shall be deemed cancelled (in whole or in part) and therefore not due and payable. Distributions will only be due and payable on
a Distribution Payment Date to the extent they are not cancelled or deemed cancelled previously or thereafter in accordance with the terms of the Preferred
Securities and as further described herein and in the accompanying prospectus. Any Distributions cancelled or deemed cancelled (in each case, in whole or
in part) in the circumstances described herein shall not be due and shall not accumulate or be payable at any time thereafter, and holders of the Preferred
Securities shall have no rights thereto or to receive any additional Distributions or compensation as a result of such cancellation or deemed cancellation. For
the avoidance of doubt, non-payment of a Distribution (or any part thereof) in respect of the Preferred Securities shall evidence our exercise of our
discretion to cancel such Distribution (or such part thereof), and accordingly such Distribution (or such part thereof) shall also not be due and payable.
Furthermore, Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or any part thereof) is not paid in respect
of the Preferred Securities, then the right of the holders to receive the relevant Distribution (or such part thereof) in respect of the relevant Distribution
Period will be extinguished and we will have no obligation to pay such Distribution (or such part thereof) accrued for such Distribution Period or to pay
any interest thereon, whether or not Distributions on the Preferred Securities are paid in respect of any future Distribution Period.
As the Preferred Securities are perpetual and have no fixed maturity or fixed redemption date, unless the Preferred Securities are redeemed, a holder
may not receive any payments with respect to the Preferred Securities as we are not required to pay the Liquidation Preference of the Preferred Securities at
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any time prior to a Liquidation Event (as defined herein) and we will have the sole and absolute discretion at all times and for any reason to cancel in
whole or in part any Distribution.
No premium, upon redemption or otherwise, shall be payable by BBVA on the Preferred Securities.
By acquiring any Preferred Security, each holder and beneficial owner acknowledges and agrees that: (i) Distributions are payable solely at our
discretion, and no amount of Distribution shall become or remain due and payable in respect of the relevant Distribution Period to the extent that it has been
cancelled or deemed cancelled by us and/or as a result of the limitations on payment set forth under "Description of the Contingent Convertible Preferred
Securities of BBVA--Payments--Distributions--Restrictions on Payments" in the accompanying prospectus and "Description of the Preferred Securities--
Distributions Discretionary" herein; and (ii) a cancellation or deemed cancellation of any Distribution (in whole or in part) in accordance with the terms of
the Indenture and the Preferred Securities shall not constitute an Enforcement Event (as defined herein) or other default under the terms of the Preferred
Securities or the Indenture, or the occurrence of any event related to our insolvency or entitle holders to take any action to cause such Distribution to be
paid or the liquidation, dissolution or winding-up of BBVA or in any way limit or restrict us from making any distribution or equivalent payment in
connection with any instrument, including any instrument ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital (as
defined herein) of BBVA or any member of the BBVA Group), or in respect of any Parity Security or other Security (as defined herein), except to the
extent Applicable Banking Regulations (as defined herein) otherwise provide.
Conversion
As described under "Description of the Contingent Convertible Preferred Securities of BBVA--Conversion" in the accompanying prospectus (as
amended hereby), if a Trigger Event occurs, then a Trigger Conversion will occur on the Conversion Settlement Date (as defined below), and if a Capital
Reduction occurs, then, except if we have given a redemption notice prior to or at the same time as such Capital Reduction, a Capital Reduction

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Conversion (as defined herein) will occur on the Conversion Settlement Date, unless (in the case of a Capital Reduction) a holder elects that the Preferred
Securities held by it shall not be so converted by delivery of a duly completed and signed Election Notice on or before the tenth Business Day immediately
following the Capital Reduction Notice Date. Upon occurrence of a Conversion Event (as defined herein), all of our obligations under the Preferred
Securities shall be irrevocably and automatically released (except with respect to the payment of certain Spanish stamp and similar taxes payable by BBVA
in respect of the issue and delivery of the Common Shares and except further that, upon a Capital Reduction Conversion, we may need to pay certain
accrued and unpaid Distributions subject to the terms set forth herein) in consideration of our issuance and delivery of the Common Shares to the
Conversion Shares Depository (as defined herein), and under no circumstances shall such released obligations be reinstated. The Common Shares shall
initially be registered in the name of the Conversion Shares Depository (which shall hold the Common Shares on behalf of the holders of the Preferred
Securities).
The Preferred Securities are not convertible into Common Shares at the option of holders of Preferred Securities at any time and are not redeemable
in cash as a result of a Trigger Event or a Capital Reduction (each, a "Conversion Event").
Notwithstanding any other term of the Preferred Securities or the Indenture, by its acquisition of any Preferred Security, each holder and beneficial
owner of a Preferred Security shall be deemed to have (i) agreed to all the terms and conditions of the Preferred Securities, including, without limitation,
those related to (y) Conversion (as defined in the accompanying prospectus) following a Trigger Event or Capital Reduction, as the case may be, and (z) the
appointment of the Conversion Shares Depository, the issuance of the Common Shares to the Conversion Shares Depository, and acknowledged that such
events in (y) and (z) may occur without any further action on the part of the holders or beneficial owners of the Preferred Securities or the trustee;
(ii) agreed that effective upon, and following, a Conversion Event, no amount shall be due and payable to the holders of the Preferred Securities (other than
any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions described in "Description of the
Preferred Securities--Conversion--Conversion Upon Capital Reduction" herein (where not cancelled or deemed cancelled pursuant to, or otherwise
subject to the limitations on payment set out in, "Description of the Contingent Convertible Preferred Securities of BBVA--Payments--Distributions--
Restrictions on Payments" in the accompanying prospectus and "Description of the Preferred Securities--Distributions Discretionary " herein), and except
as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery of the Common
Shares), and our liability to pay any amounts (including the Liquidation Preference (and premium, if any) of, or any Distribution in respect of the Preferred
Securities (other than any accrued and unpaid Distributions to be paid upon a Capital Reduction Conversion in accordance with the provisions described in
"Description of the Preferred Securities--Conversion--Conversion Upon Capital Reduction" herein (where not cancelled or deemed cancelled pursuant
to, or otherwise subject to the limitations on payment set out in, "Description of the Contingent Convertible Preferred Securities of BBVA--Payments--
Distributions--Restrictions on Payments" in the accompanying prospectus and "Description of the Preferred Securities--Distributions Discretionar y"
herein), and except as noted in the Indenture with respect to certain Spanish stamp and similar taxes payable by BBVA in respect of the issue and delivery
of the Common Shares)) shall be automatically released, and the holders of the Preferred Securities so converted shall not have the right to give a direction
to the trustee with respect to the Conversion Event and any related Conversion; (iii) agreed that following a Conversion Event, the Relevant Spanish
Resolution Authority may exercise its Spanish Bail-in Power with respect to the Preferred Securities or any Common Shares that may be received
following a Conversion, which exercise may result in any of the consequences described in the first paragraph under "Description of the Preferred
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Securities--Agreement and Acknowledgment with Respect to the Exercise of the Spanish Bail-in Power", the cancellation of the Conversion and/or the
implementation of material changes to the Conversion terms, (iv)waived, to the extent permitted by the Trust Indenture Act, any claim against the trustee
arising out of its acceptance of its trusteeship under, and the performance of its duties, powers and rights in respect of, the Indenture and in connection with
the Preferred Securities so converted or to be converted, including, without limitation, claims related to or arising out of or in connection with a Conversion
Event and/or any Conversion; and (v) authorized, directed and requested DTC, the European Clearing Systems (as defined in the accompanying prospectus)
and any direct participant in DTC, the European Clearing Systems or other intermediary or depositary through which it holds such Preferred Securities to
be converted to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such holder
or beneficial owner of such Preferred Securities or the trustee.
Substitution and Modification
Notwithstanding any other term of the Preferred Securities or the Indenture, by its acquisition of the Preferred Securities, each holder and beneficial
owner acknowledges, accepts, consents to and agrees that if a Capital Event (as defined herein) or a Tax Event (as defined herein), as applicable, occurs
and is continuing, we may, except if a Trigger Event occurs or shall have occurred, and except if a Capital Reduction occurs or shall

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have occurred (other than in respect of Preferred Securities with respect to which a duly completed Election Notice has been received during the Election
Period), substitute all (but not less than all) of the Preferred Securities or modify the terms of all (but not less than all) of the Preferred Securities, without
any requirement for the consent or approval of the holders or beneficial owners of the Preferred Securities, so that such Preferred Securities are substituted
for, or their terms are modified to, become again, or remain Qualifying Preferred Securities (as defined herein), subject to satisfaction of the requirements
and limitations set forth herein.
By its acquisition of any Preferred Security, each holder and beneficial owner acknowledges, accepts, consents to and agrees to be bound by any
substitution of or modification to the Preferred Securities and to grant to us and the trustee full power and authority to take any action and/or to execute and
deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete
the substitution or modification of the terms of the Preferred Securities, as applicable, pursuant to "Description of the Preferred Securities--Substitution
and Modification of the Preferred Securities" below.
Spanish Bail-in Power
Notwithstanding any other term of the Preferred Securities, the Indenture or any other agreements, arrangements, or understandings between BBVA
and any holder of the Preferred Securities, by its acquisition of any Preferred Security, each holder (which, for the purposes of this section, includes each
holder of a beneficial interest in any Preferred Security) acknowledges, accepts, consents to and agrees to be bound by: (i) the exercise and effect of the
Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice with respect to the Preferred
Securities, and may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of all, or a portion, of the
Amounts Due on the Preferred Securities; (b) the conversion of all, or a portion, of the Amounts Due on the Preferred Securities into shares, other securities
or other obligations of BBVA or another person (and the issue to or conferral on the holder of any such shares, securities or obligations), including by
means of an amendment, modification or variation of the terms of the Preferred Securities; (c) the cancellation of the Preferred Securities; (d) the inclusion
of a maturity date for the Preferred Securities or the amendment or alteration thereof, or the amendment of the Liquidation Preference or Distributions
payable on the Preferred Securities, or the date on which Distributions become payable, including by suspending payment for a temporary period; and
(ii) the variation of the terms of the Preferred Securities or the rights of the holders thereunder or under the Indenture, if necessary, to give effect to the
exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
By its acquisition of any Preferred Security, each holder acknowledges and agrees that neither a reduction or cancellation, in part or in full, of the
Amounts Due on the Preferred Securities or the conversion thereof into another security or obligation of BBVA or another person, in each case as a result
of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to BBVA, nor the exercise of the Spanish Bail-in
Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities shall: (i) give rise to a default or event of default for purposes
of Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; or (ii) be a default or an
Enforcement Event with respect to the Preferred Securities or under the Indenture. By its acquisition of any Preferred Security, each holder further
acknowledges and agrees that no repayment or payment of Amounts Due on the Preferred Securities shall become due and payable or be paid after the
exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority if, and to the extent that, such amounts have been reduced, converted,
cancelled, amended or altered as a result of such exercise.
By its acquisition of any Preferred Security, each holder, to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or
in equity, against the trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action
that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Spanish Bail-in Power by the Relevant Spanish
Resolution Authority with respect to the Preferred Securities. Additionally, by its acquisition of any Preferred Security, each holder acknowledges and
agrees that, upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities: (i) the
trustee shall not be required to take any further directions from the holders with respect to any portion of the Preferred Securities that is written down,
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converted to equity and/or cancelled under the provision of the Indenture which authorizes holders of a majority in aggregate outstanding Liquidation
Preference of the Preferred Securities to direct certain actions relating to the Preferred Securities; and (ii) the Indenture shall not impose any duties upon the
trustee whatsoever with respect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority; provided, however, that
notwithstanding the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, so long as
any Preferred Securities remain

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outstanding, there shall at all times be a trustee for the Preferred Securities in accordance with the Indenture, and the resignation and/or removal of the
trustee and the appointment of a successor trustee shall continue to be governed by the Indenture, including to the extent no additional supplemental
indenture or amendment is agreed upon in the event the Preferred Securities remain outstanding following the completion of the exercise of the Spanish
Bail-in Power.
By its acquisition of any Preferred Security, each holder shall be deemed to have authorized, directed and requested DTC, any relevant Clearing
System (as defined in the accompanying prospectus) and any direct participant in any relevant Clearing System or other intermediary through which it
holds such Preferred Securities to take any and all necessary action, if required, to implement the exercise of the Spanish Bail-in Power with respect to the
Preferred Securities as it may be imposed, without any further action or direction on the part of such holder.
Upon the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority with respect to the Preferred Securities, BBVA or the
Relevant Spanish Resolution Authority (as the case may be) shall provide a written notice to DTC as soon as practicable regarding such exercise of the
Spanish Bail-in Power for purposes of notifying the holders of such Preferred Securities. BBVA shall also deliver a copy of such notice to the trustee for
information purposes.
If BBVA has elected to redeem the Preferred Securities but, prior to the payment of the Redemption Price to holders, the Relevant Spanish
Resolution Authority exercises its Spanish Bail-in Power with respect to the Preferred Securities, the relevant redemption notice shall be automatically
rescinded and shall be of no force and effect, there shall be no redemption and consequently no payment of the Redemption Price (and any other amounts
payable in accordance with the redemption provisions of the Indenture) will be due and payable.
By its acquisition of any Preferred Security, each holder acknowledges, accepts, consents to and agrees to be bound by (i) the exercise and effect of
the Spanish Bail-in Power by the Relevant Spanish Resolution Authority, which may be imposed with or without any prior notice, with respect to any
Common Shares that may be delivered to it upon the Conversion (if any) of the Preferred Securities; and (ii) the variation of the terms of such Common
Shares to give effect to the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority.
Each holder that acquires Preferred Securities in the secondary market or otherwise shall be deemed to acknowledge and agree to be bound by and
consent to the same provisions specified herein and in the Indenture to the same extent as the holders that acquire the Preferred Securities upon their initial
issuance, including, without limitation, with respect to the above.
The Indenture provides that the foregoing agreement and acknowledgment regarding the Spanish Bail-in Power is governed by Spanish law and that
any Bail-in Dispute (as defined herein) is subject to the exclusive jurisdiction of the Spanish courts.
Selling Restrictions
The Preferred Securities are complex financial instruments and are not a suitable or appropriate investment for all investors. In particular,
the Preferred Securities are not intended to be sold and should not be sold to retail investors in any jurisdiction.
In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Preferred Securities to retail investors. By purchasing, or making or accepting an offer to purchase, any Preferred Securities from BBVA and/or
the Joint Bookrunners, each prospective investor represents, warrants, agrees with and undertakes to BBVA and each Joint Bookrunner that it has and will
at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Area (the "EEA"))
relating to the promotion, offering, distribution and/or sale of the Preferred Securities (including without limitation MiFID II (as defined below) as
implemented in each Member State of the EEA) and any other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Preferred Securities by investors in any relevant jurisdiction. Where acting as agent on behalf of a
disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Preferred Securities from BBVA and/or the Joint
Bookrunners, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

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MiFID II product governance/Professional investors and ECPs as the only target market/negative target market--Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Preferred Securities has led to the conclusion that: (i) the target
market for the Preferred Securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU of the European
Parliament and of the Council of May 15, 2014 on Markets in Financial Instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the Preferred Securities to eligible counterparties and professional clients are appropriate.
The target market assessment indicates that the Preferred Securities are incompatible with the knowledge, experience, needs, characteristic and objectives
of clients which are retail clients (as defined in MiFID II) and accordingly the Preferred Securities shall not be offered or sold to any retail clients. Any
person subsequently offering, selling or recommending the Preferred Securities (a distributor) should take into consideration the manufacturers' target
market assessment. However, a distributor subject to MiFID II is responsible, among other things, for undertaking its own target market assessment in
respect of the Preferred Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
Prohibition of sales to EEA retail investors--The Preferred Securities shall not be offered, sold or otherwise made available to any retail investor in
the European Economic Area (the "EEA"). A "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently, no key information document ("KID") required by Regulation (EU) No. 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Preferred Securities or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Preferred Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Prospective investors are referred to the section headed "Prohibition on Marketing and Sales to Retail Investors" below in this prospectus supplement
for further information.
Prohibition on Marketing and Sales to Retail Investors--The Preferred Securities are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect
to the offer or sale of securities such as the Preferred Securities to retail investors (as defined above). Each of the Joint Bookrunners has represented and
agreed that offers of the Preferred Securities in the EEA shall only be directed specifically at or made to professional clients as defined in point (10) of
Article 4(1) of MiFID II.
In particular, in June 2015, the United Kingdom Financial Conduct Authority published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015, which took effect from October 1, 2015 (the "PI Instrument"). In addition, (i) on January 1, 2018,
the PRIIPs Regulation became directly applicable in all EEA member states and (ii) MiFID II was required to be implemented in EEA member states by
January 3, 2018, and was implemented in Spain through Royal Decree-Law 14/2018 of September 28 and Royal Decree 1464/2018 of December 21.
Together the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and (ii) the offering, sale and
distribution of packaged retail and insurance-based investment products and certain contingent write-down or convertible securities such as the Preferred
Securities.
Each of BBVA and the Joint Bookrunners are required to comply with some or all of the Regulations. By purchasing, or making or accepting an offer
to purchase, any Preferred Securities (or a beneficial interest in the Preferred Securities) from BBVA and/or any Joint Bookrunners, each prospective
investor will be deemed to represent, warrant, acknowledge, consent, accept, agree with and undertake to BBVA and each of the Joint Bookrunners that:

(i)
it is not a retail client (as defined in MiFID II);

(ii)
whether or not it is subject to the Regulations, it will not:

a.
sell or offer the Preferred Securities (or any beneficial interests therein) to any retail clients (as defined in MiFID II); or

b.
communicate (including the distribution of this prospectus supplement, the accompanying prospectus and any related free writing

prospectus) or approve any invitation or inducement to

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participate in, acquire or underwrite the Preferred Securities (or any beneficial interests therein) where that invitation or inducement is

addressed to or disseminated in such a way that it is likely to be received by a retail client (in each case within the meaning of MiFID
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In selling or offering the Preferred Securities or making or approving communications relating to the Preferred Securities, it may not
rely on the limited exemptions set out in the PI Instrument; and

(iii)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the
promotion, offering, distribution and/or sale of the Preferred Securities (or any beneficial interests therein), including (without limitation)

MiFID II and any other applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of
an investment in the Preferred Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Preferred
Securities (or any beneficial interests therein) from BBVA and/or the Joint Bookrunners, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
Each prospective investor further acknowledges that:

(i)
the identified target market for the Preferred Securities (for the purposes of the product governance obligations in MiFID II) is eligible

counterparties and professional clients only;

(ii)
the target market assessment indicates that the Preferred Securities are incompatible with the knowledge, experience, needs, characteristic and

objectives of clients which are retail clients (as defined in MiFID II) and accordingly the Preferred Securities shall not be offered or sold to
any retail clients; and

(iii)
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore offering or selling the Preferred Securities

or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Each potential investor in the Preferred Securities should inform itself of, and comply with, any applicable laws, regulations or regulatory guidance
with respect to any resale of the Preferred Securities (or any beneficial interests therein), including the Regulations.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Preferred
Securities (or any beneficial interests therein) from BBVA and/or the Joint Bookrunners the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
Prohibition on Acquisition of Preferred Securities by Spanish Tax Residents--The Preferred Securities must not be offered, distributed or sold in
Spain or to a tax resident of Spain for purposes of Spanish tax legislation and they must not be transferred to or acquired by any such Spanish tax resident
(other than BBVA or any of its Spanish affiliates or any other legal entity acting on behalf of BBVA). No publicity of any kind of the offering of the
Preferred Securities shall be made in Spain. Any transfer of a Preferred Security to any other Spanish tax resident is not permitted and we will consider
such transfer null and void. Accordingly, we will not recognize any other Spanish tax resident as a holder or beneficial owner of a Preferred Security for
any purpose.
None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of
the European Union's Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or
materials relating to the issue of the Preferred Securities offered hereby is not being made, and such documents and/or materials have not been approved, by
an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as

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defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion
Order")), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Preferred
Securities offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the accompanying
prospectus and any related free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a
relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their
contents.

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ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, the following terms will have the meanings set forth below, unless otherwise indicated or the context otherwise
requires:

·
"1H19 Form 6-K" means our report on Form 6-K containing certain information on our financial results as of June 30, 2019 and

December 31, 2018 and for the six months ended June 30, 2019 and June 30, 2018, furnished to the SEC on July 31, 2019 (Accession
No. 0000842180-19-000015).

·
"2018 Form 20-F" means our annual report on Form 20-F for the year ended December 31, 2018, filed with the SEC on March 28, 2019.

·
"Amounts Due" means the Liquidation Preference, together with any accrued but unpaid Distributions and Additional Amounts (as defined
herein), if not cancelled or deemed cancelled, if any, due on the Preferred Securities. References to such amounts will include amounts that
have become due and payable, but which have not been paid, prior to the exercise of the Spanish Bail-in Power by the Relevant Spanish

Resolution Authority. References to such amounts will also include monies held in trust by BBVA, any paying agent or the trustee for the
payment of the amounts referred to above, but which have not been paid prior to the exercise of the Spanish Bail-in Power by the Relevant
Spanish Resolution Authority.

·
"BBVA Group" refers to Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries.

·
"BRRD" means Directive 2014/59/EU of the European Parliament and the Council of the European Union of May 15 establishing the
framework for the recovery and resolution of credit institutions and investment firms, as amended, replaced or supplemented from time to

time (including as amended by Directive (EU) 2019/879 of the European Parliament and of the European Council of May 20, 2019), as
implemented into Spanish law by Law 11/2015 (as defined herein) and RD 1012/2015 (as defined herein), and including any other relevant
implementing or developing regulatory provisions.

·
"Common Shares" refers to ordinary shares in the capital of BBVA, each of which confers on the holder one vote at general meetings of

BBVA and is credited as fully paid up.

·
"early intervention" means, with respect to any person, that any Relevant Spanish Resolution Authority or the European Central Bank shall

have announced or determined that such person has or shall become the subject of an "early intervention" (actuación temprana) as such term
is defined in Law 11/2015 and the SRM Regulation (as defined herein).

·
"Law 11/2015" means Spanish Law 11/2015, of June 18, on the recovery and resolution of credit institutions and investment firms (Ley

11/2015, de 18 de junio, de recuperación y resolución de entidades de crédito y empresas de servicios de inversión), as amended, replaced or
supplemented from time to time.

·
"Preferred Securities" refers to the contingent convertible preferred securities being offered hereby.

·
"RD 1012/2015" means Spanish Royal Decree 1012/2015 of November 6, by virtue of which Law 11/2015 is developed and Spanish Royal

Decree 2606/1996 of December 20 on credit entities' deposit guarantee fund is amended, as amended, replaced or supplemented from time to
time.

·
"Recast Form 6-K" means our report on Form 6-K containing our audited consolidated financial statements as of and for the years ended

December 31, 2018, 2017 and 2016 with a revised segment note that reflects our new reportable segments and certain related revised
disclosures, furnished to the SEC on June 25, 2019 (Accession No. 0000842180-19-000009).

·
"Relevant Spanish Resolution Authority" means the Spanish Fund for Orderly Bank Restructuring (Fondo de Restructuración Ordenada
Bancaria) (the "FROB"), the European Single Resolution Mechanism (the "SRM"), the Bank of Spain, the Spanish Securities Market

Commission (Comisión Nacional del Mercado de Valores or "CNMV") or any other entity with the authority to exercise the Spanish Bail-in
Power in relation to BBVA and/or the BBVA Group from time to time.

·
"Spain" refers to the Kingdom of Spain.

·
"Spanish Bail-in Power" means any write-down, conversion, transfer, modification, cancellation or suspension power existing from time to
time under: (i) any law, regulation, rule or requirement applicable from time to time in Spain, relating to the transposition or development of

the BRRD (as defined in the accompanying prospectus), including, but not limited to (a) Law 11/2015, (b) RD 1012/2015 and (c) the SRM
Regulation; or (ii) any other law, regulation, rule or requirement applicable from time to time in Spain pursuant to which (a) obligations or
liabilities of banks, investment firms or

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Document Outline

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