Bond BBVA Banco 1.125% ( US05946KAJ07 ) in USD

BBVA Banco

97.092 % ▲

Spain

US05946KAJ07 ( in USD )

1.125% per year ( payment 2 times a year)

17/09/2025

Prospectus brochure of the bond BBVA US05946KAJ07 en USD 1.125%, maturity 17/09/2025

05946KAJ0

A ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

17/09/2025 ( In 129 days )

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

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US05946KAJ07, pays a coupon of 1.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/09/2025

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US05946KAJ07, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US05946KAJ07, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
(to prospectus dated June 25, 2019)
Banco Bilbao Vizcaya Argentaria, S.A.
$1,200,000,000 0.875% FIXED RATE SENIOR PREFERRED NOTES DUE 2023
$800,000,000 1.125% FIXED RATE SENIOR PREFERRED NOTES DUE 2025
The $1,200,000,000 fixed rate senior preferred notes due 2023 (the "2023 Notes") will bear interest at 0.875% per year, payable on
September 18 and March 18 of each year, beginning on March 18, 2021, up to, and including, September 18, 2023 (the "2023 Notes Stated
Maturity Date"). The $800,000,000 fixed rate senior preferred notes due 2025 (the "2025 Notes" and, together with the 2023 Notes, the
"Notes") will bear interest at 1.125% per year, payable on September 18 and March 18 of each year, beginning on March 18, 2021, up to, and
including, September 18, 2025 (the "2025 Notes Stated Maturity Date" and, each of the 2023 Notes Stated Maturity Date and the 2025
Notes Stated Maturity Date, a "Stated Maturity Date"). The Notes will mature at 100% of their principal amount on their respective Stated
Maturity Date. The 2023 Notes and the 2025 Notes constitute separate series of securities issued under the Indenture (as defined herein).
The Notes of each series shall be direct, unconditional, unsubordinated and unsecured obligations of Banco Bilbao Vizcaya Argentaria,
S.A. (the "Issuer") and, upon the insolvency (concurso de acreedores) of the Issuer, in accordance with and to the extent permitted by
Spanish Royal Legislative Decree 1/2020 of May 5, approving the consolidated text of the Insolvency Law (Real Decreto Legislativo 1/2020,
de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended, replaced or supplemented from time to time (the
"Insolvency Law") and other applicable laws relating to or affecting the enforcement of creditors' rights in Spain (including, without
limitation, Additional Provision 14.2 of Law 11/2015 (as defined in the accompanying prospectus)), but subject to any other ranking that may
apply as a result of any mandatory provision of law (or otherwise), the payment obligations of the Issuer under the Notes with respect to
claims for principal (which claims will constitute ordinary claims (as defined herein)) will rank: (i) junior to any (a) privileged claims
(créditos privilegiados) (which shall include, among other claims, any claims in respect of deposits for the purposes of Additional Provision
14.1 of Law 11/2015), and (b) claims against the insolvency estate (créditos contra la masa); (ii) pari passu without any preference or priority
among themselves and with all other Senior Preferred Obligations (as defined herein); and (iii) senior to (a) any Senior Non-Preferred
Obligations (as defined herein), and (b) all subordinated obligations of, or claims against, the Issuer (créditos subordinados), present and
future, such that any claim for principal in respect of the Notes will be satisfied, as appropriate, only to the extent that all claims ranking
senior to it have first been satisfied in full, and then pro rata with any claims ranking pari passu with it, in each case as provided herein. The
Notes of each series are subject to, can be varied, or can change form (including changes to the ranking of the Notes described above), as
deemed necessary by the Relevant Spanish Resolution Authority (as defined herein), to give effect to the exercise of the Spanish Bail-in
Power (as defined herein) by the Relevant Spanish Resolution Authority.
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 adequacy or accuracy of this prospectus supplement and of the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Investing in the Notes involves significant risks. See "Risk Factors" beginning on page S-18 of this prospectus supplement and
page 6 of the accompanying prospectus as well as in the documents incorporated by reference.
Underwriting
Proceeds, before
Discounts and
Expenses to the
Issue Price
Commissions
Issuer
Per 2023 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.891%
0.200%
99.691%
Total for 2023 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,198,692,000
$2,400,000
$1,196,292,000
Per 2025 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.314%
0.250%
99.064%
Total for 2025 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 794,512,000
$2,000,000
$ 792,512,000
Potential investors should review the summary set forth in "Spanish Tax Considerations" beginning on page S-51, regarding the
tax treatment in Spain of income obtained in respect of the Notes.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency of the United States, Spain or any other jurisdiction.
By its acquisition of any Notes, each holder (including each holder of a beneficial interest in a Note) acknowledges, accepts,
consents to and agrees to be bound by the exercise and effects of the Spanish Bail-in Power as set forth under "Certain Terms of the
Notes--Agreement with Respect to the Exercise of the Spanish Bail-in Power".
We intend to apply to list the Notes on the New York Stock Exchange and, if approved, trading is expected to commence within 30 days
after the initial delivery of the Notes.
The underwriters expect to deliver the Notes in registered book-entry form through the facilities of The Depository Trust Company
("DTC") for credit to accounts of direct or indirect participants in DTC, including Clearstream Banking, S.A. ("Clearstream Luxembourg")
and Euroclear Bank SA/NV ("Euroclear") on or about September 18, 2020, which will be the sixth New York business day following the
date of this prospectus supplement (such settlement period being referred to as T+6). Beneficial interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and its participants.
Joint Bookrunners
BBVA
BofA Securities
Credit Agricole CIB
Credit Suisse
J.P. Morgan
Morgan Stanley
Wells Fargo Securities
The date of this prospectus supplement is September 10, 2020.

TABLE OF CONTENTS
Prospectus Supplement
Page
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
About this Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Incorporation of Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-33
Consolidated Capitalization and Indebtedness of the BBVA Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-34
Certain Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Spanish Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-51
U.S. Federal Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-55
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-56
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-62
Annex A Direct Refund from Spanish Tax Authorities Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-A-1
Prospectus
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Description of Rights to Subscribe for Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Description of the Notes of BBVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Description of the Contingent Convertible Preferred Securities of BBVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Spanish Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
U.S. Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
S-1

NOTICE TO INVESTORS
Certain important agreements and acknowledgments of investors, including holders and beneficial
owners of the Notes.
Spanish Bail-in Power
Notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements, or
understandings between the Issuer and any holder of the Notes, by its acquisition of any Notes, each holder
(including each holder of a beneficial interest in the Notes) acknowledges, accepts, consents to and agrees to be
bound by: (i) the exercise and effects of the Spanish Bail-in Power by the Relevant Spanish Resolution
Authority, which may be imposed with or without any prior notice with respect to the Notes of any series, and
may include and result in any of the following, or some combination thereof: (a) the reduction or cancellation of
all, or a portion, of the Amounts Due (as defined herein) on such Notes; (b) the conversion of all, or a portion, of
the Amounts Due on such Notes into shares, other securities or other obligations of the Issuer or another person
(and the issue to or conferral on the holder of any such shares, securities or obligations), including by means of
an amendment, modification or variation of the terms of such Notes; (c) the cancellation of such Notes; (d) the
amendment or alteration of the maturity of such Notes or amendment of the amount of interest payable on such
Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary
period; and (ii) the variation of the terms of the Notes of any series, or the rights of the holders thereunder or
under the Indenture, as deemed necessary by the Relevant Spanish Resolution Authority, to give effect to the
exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution Authority. See "Certain Terms of the
Notes--Agreement with Respect to the Exercise of the Spanish Bail-in Power".
Substitution and Modification
If an Eligible Liabilities Event (as defined herein) occurs and is continuing with respect to any series of
Notes, including as a result of any change in law or regulation or the application or official interpretation thereof,
the Issuer may, under certain circumstances and without the consent or approval of the holders or beneficial
owners of such Notes, substitute all (but not less than all) of such Notes or modify the terms of all (but not less
than all) of such Notes, so that such Notes are substituted by, or their terms are modified to, become again, or
remain, Qualifying Securities (as defined herein). See "Certain Terms of the Notes--Substitution and
Modification".
By its acquisition of any Note or any beneficial interest therein, each holder and beneficial owner of Notes,
(i) acknowledges, accepts, consents to and agrees to be bound by the substitution of or modification to the terms
of the Notes as set forth above and to grant to the Issuer and the Trustee full power and authority to take any
action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial
owner, as the case may be, which is necessary or convenient to complete the substitution of or modification to
the terms of the Notes, as applicable; and (ii) to the extent permitted by the Trust Indenture Act, waives any and
all claims, in law and/or in equity, against the Trustee and/or the Issuer for, agrees not to initiate a suit against the
Trustee and/or the Issuer in respect of, and agrees that neither the Trustee nor the Issuer shall be liable for, any
action that the Trustee or the Issuer takes, or abstains from taking, in either case in connection with the
substitution of or modification to the terms of the Notes upon the occurrence of an Eligible Liabilities Event.
Selling Restrictions
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In particular, the Notes shall not be sold to retail investors in any jurisdiction, including the
United States.
In the United States, the Notes are intended to be sold only to institutional 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 Notes to retail investors. By purchasing, or making or
accepting an offer to purchase, any Notes from the Issuer and/or the underwriters, each prospective investor
represents, warrants, agrees with and undertakes to the Issuer 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 Notes
(including without limitation MiFID II (as defined below) as implemented in each Member State of the EEA and
S-2

the United Kingdom) and any other applicable laws, regulations and regulatory guidance relating to determining
the appropriateness and/or suitability of an investment in the Notes 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 Notes from the Issuer and/or the underwriters, the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
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 Notes has led to the conclusion that: (i) the target market for the Notes 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 Notes to eligible
counterparties and professional clients are appropriate. The target market assessment indicates that the Notes are
incompatible with the knowledge, experience, needs, characteristic and objectives of clients which are retail
clients (as defined in MiFID II) and accordingly the Notes shall not be offered or sold to any retail clients. Any
person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA and United Kingdom retail investors--The Notes shall not be offered, sold or
otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, 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; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (as defined herein).
Consequently, no key information document ("KID") required by Regulation (EU) No. 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the
PRIIPs Regulation.
Prohibition on Marketing and Sales to Retail Investors--The Notes 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 Notes
to retail investors (as defined above). Each of the underwriters has represented and agreed that offers of the Notes
in the EEA and the United Kingdom shall only be directed specifically at or made to professional clients as
defined in point (10) of Article 4(1) of MiFID II.
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in the Notes)
from BBVA and/or any underwriters, each prospective investor will be deemed to represent, warrant,
acknowledge, consent, accept and undertake to, and agree with, BBVA and each of the underwriters that it is not
a retail client (as defined in MiFID II). In addition, each prospective underwriter and Joint Bookrunner will be
deemed to represent, warrant, acknowledge, consent, accept and undertake to, and agree with, BBVA that:
(i)
it will not:
a.
sell or offer the Notes (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
participate in, acquire or underwrite the Notes (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 II); and
(ii) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA and the United Kingdom) relating to the promotion, offering, distribution and/or
sale of the Notes (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 Notes (or any beneficial interests therein) by investors in any
relevant jurisdiction.
S-3

Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (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 Notes are incompatible with the knowledge, experience,
needs, characteristic and objectives of clients which are retail clients (as defined in MiFID II) and
accordingly the Notes shall not be offered or sold to any retail clients; and
(iii) no KID under the PRIIPs Regulation has been prepared and, therefore, offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Each potential investor in the Notes should inform itself of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein).
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from BBVA and/or the
underwriters all the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
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").
Restrictions on Acquisition of Notes by Spanish Residents--The Notes may not be offered, distributed or
sold in Spain in the primary market except to Spanish resident investors in circumstances that satisfy the
requirements set forth in the ruling of the Directorate General for Taxation (Dirección General de Tributos) of
July 27, 2004.
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 Notes 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 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 Notes 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
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We and the underwriters have not authorized anyone to
provide you with different information.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement,
may add, update or change information in the accompanying prospectus. If information in this prospectus
supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the
accompanying prospectus, this prospectus supplement, or the information incorporated by reference in this
prospectus supplement, will apply and will supersede that information in the accompanying prospectus.
We are offering the Notes for sale in those jurisdictions in the United States and elsewhere where it is lawful
to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the Notes in some jurisdictions may be restricted by law. If you possess this prospectus supplement
and the accompanying prospectus, you should find out about and observe these restrictions. This prospectus
supplement and the accompanying prospectus are not an offer to sell the Notes and neither we nor the
underwriters are soliciting an offer to buy the Notes in any jurisdiction where the offer or sale is not permitted or
where the person making the offer or sale is not qualified to do so or from any person to whom it is not permitted
to make such offer or sale. We refer you to the information under "Underwriting (Conflicts of Interest)" in this
prospectus supplement. The delivery of this prospectus supplement, at any time, does not create any implication
that there has been no change in our affairs since the date of this prospectus supplement or that the information
contained in this prospectus supplement is correct as of any time subsequent to that date.
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CERTAIN DEFINITIONS
In this prospectus supplement, the following terms will have the meanings set forth below, unless otherwise
indicated or the context otherwise requires:
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"1H20 Form 6-K" means our report on Form 6-K containing certain information on our financial
results as of June 30, 2020 and December 31, 2019 and for the six months ended June 30, 2020 and
2019 furnished to the SEC on July 31, 2020 (Accession No. 0000842180-20-000012).
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"2019 Form 20-F" means our annual report on Form 20-F for the fiscal year ended December 31, 2019
filed with the SEC on February 28, 2020.
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"Additional Amounts", with respect to the Notes of a series, means any additional amounts which are
payable under the Notes of such series by the Issuer in respect of certain taxes withheld from payments
of interest to holders.
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"BBVA", the "Group" or "BBVA Group" refers to Banco Bilbao Vizcaya Argentaria, S.A. and its
consolidated subsidiaries.
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"Eligible Liabilities Amount" means the amount of eligible liabilities of the Issuer or the Group for
the purposes of Article 45 of the BRRD or Applicable Banking Regulations (each as defined herein) or
any other regulations applicable in Spain from time to time.
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"Eligible Liabilities Event" means, with respect to the Notes of a series, a change (or any pending
change which the Regulator (as defined herein) considers sufficiently certain) in Spanish law or
Applicable Banking Regulations or any application or official interpretation thereof, on or after the
issue date of such Notes, that results (or is likely to result) in such Notes not meeting the eligibility
criteria for their inclusion in the Eligible Liabilities Amount, except for any requirement in relation to
the ranking of such Notes upon the insolvency (concurso de acreedores) of the Issuer and subject to
any limitation on the amount of such Notes that may be eligible for inclusion in the Eligible Liabilities
Amount, in each case under the Applicable Banking Regulations (or any other regulations applicable in
Spain from time to time) effective on the issue date of such Notes; provided that an Eligible Liabilities
Event shall not occur where such ineligibility for inclusion of such Notes in the Eligible Liabilities
Amount is due to the remaining maturity of such Notes being less than any period prescribed by any
applicable eligibility criteria under the Applicable Banking Regulations (or any other regulations
applicable in Spain from time to time) which was effective on the issue date of such Notes.
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"Issuer" refers to Banco Bilbao Vizcaya Argentaria, S.A.
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"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,
including, but not limited to (a) Law 11/2015, (b) RD 1012/2015 (as defined in the accompanying
prospectus) and (c) the SRM Regulation (as defined herein); or (ii) any other law, regulation, rule or
requirement applicable from time to time in Spain pursuant to which (a) obligations or liabilities of
banks, investment firms or other financial institutions or their affiliates can be reduced, cancelled,
modified, transferred or converted into shares, other securities, or other obligations of such persons or
any other person (or suspended for a temporary period or permanently) or (b) any right in a contract
governing such obligations may be deemed to have been exercised.
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"we", "us", "our", "Issuer" and "Bank" refer to Banco Bilbao Vizcaya Argentaria, S.A. unless the
context otherwise requires.
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"$", "U.S. dollars" and "dollars" refer to United States dollars.
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"" and "euro" refer to euro.
References in this prospectus supplement to "you" mean those who invest in the Notes, whether they are the
direct holders or owners of beneficial interests in those securities. Unless otherwise indicated, references to
"holders" mean those who own securities registered in their own names on the books that we maintain for this
purpose, and not those who own beneficial interests in securities issued in book-entry form through DTC or
another depositary or in securities registered in street name. Terms capitalized but otherwise not defined herein
shall have the same meaning as in the accompanying prospectus.
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INCORPORATION OF INFORMATION BY REFERENCE
The rules of the SEC allow us to "incorporate by reference" the information we file with, or furnish to, the
SEC, which means:
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documents incorporated by reference are considered part of this prospectus supplement;
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we can disclose important information to you by referring you to these documents; and
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information that we file with the SEC may automatically be deemed to update and modify or supersede
information included or incorporated by reference into this prospectus supplement.
This means that you must look at all of the SEC filings that we incorporate by reference to determine if any
of the statements in this prospectus supplement or in any document previously incorporated by reference have
been modified or superseded. The accompanying prospectus lists documents that are incorporated by reference
into the accompanying prospectus and such documents shall be deemed to also be incorporated by reference into
this prospectus supplement. In addition to the documents listed in the accompanying prospectus, we incorporate
by reference:
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our 2019 Form 20-F; and
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our 1H20 Form 6-K.
We also incorporate by reference into this prospectus supplement and the accompanying prospectus any
future documents we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from the date of this prospectus supplement until the offering
contemplated in this prospectus supplement is completed. Reports on Form 6-K we may file with the SEC after
the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus
supplement only to the extent that the report expressly states that it (or such portions) is incorporated by
reference in this prospectus supplement.
As you read the above documents, you may find inconsistencies in information from one document to
another. If you find inconsistencies you should rely on the statements made in the most recent document.
You may request, at no cost to you, a copy of these documents (other than exhibits not specifically
incorporated by reference) by writing or telephoning us at the following address or telephone number:
Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch
1345 Avenue of the Americas, 44th Floor
New York, New York 10105
Attention: Investor Relations
+1-212-728-1660
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FORWARD-LOOKING STATEMENTS
Some of the statements included in this prospectus supplement and the accompanying prospectus are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), Section 21E of the Exchange Act, and the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. We also may make forward-looking statements in our other documents filed
with, or furnished to, the SEC that are incorporated by reference into this prospectus supplement and the
accompanying prospectus. Forward-looking statements can be identified by the use of forward-looking
terminology such as "believe", "expect", "estimate", "project", "anticipate", "should", "intend", "probability",
"risk", "VaR", "target", "goal", "objective", "future" or by the use of similar expressions or variations on such
expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current
plans, estimates and projections, are not guarantees of future performance and are subject to inherent risks,
uncertainties and other factors that could cause actual results to differ materially from the future results expressed
or implied by such forward-looking statements.
In particular, this prospectus supplement, the accompanying prospectus and certain documents incorporated
by reference into this prospectus supplement and the accompanying prospectus include forward-looking
statements relating but not limited to management objectives, the implementation of our strategic initiatives,
trends in results of operations, margins, costs, return on equity and risk management, including our potential
exposure to various types of risk such as market risk, interest rate risk, currency risk and equity risk, each of
which has been affected by the coronavirus (COVID-19) pandemic. For example, certain of the market risk
disclosures are dependent on choices about key model characteristics, assumptions and estimates, and are subject
to various limitations. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future.
We have identified some of the risks inherent in forward-looking statements in "Risk Factors" in this
prospectus supplement, "Item 3. Key Information--Risk Factors", "Item 4. Information on the Company", "Item
5. Operating and Financial Review and Prospects" and "Item 11. Quantitative and Qualitative Disclosures About
Market Risk" in our 2019 Form 20-F and "Item 4B. Business Overview", "Item 4E. Selected Statistical
Information" and "Item 5. Operating and Financial Review and Prospects" in our 1H20 Form 6-K. Other factors
could also adversely affect our results or the accuracy of forward-looking statements in this prospectus
supplement and the accompanying prospectus, and you should not consider the factors discussed here or in the
sections in our 2019 Form 20-F and 1H20 Form 6-K listed above to be a complete set of all potential risks or
uncertainties. Other important factors that could cause actual results to differ materially from those in forward-
looking statements include, among others:
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the impact of the coronavirus (COVID-19) pandemic and the measures adopted by governments and
the private sector in connection therewith on our business and the economy;
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political, economic and business conditions in Spain, the European Union ("EU"), Latin America,
Turkey, the United States and the other geographies in which we operate;
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our ability to comply with various legal and regulatory regimes and the impact of changes in applicable
laws and regulations, including increased capital, liquidity and provision requirements and taxation,
and steps taken towards achieving an EU fiscal and banking union and an EU capital markets union;
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the monetary, interest rate and other policies of central banks, and the trade, economic and other
policies of governments, in the EU, Spain, the United States, Mexico, Turkey and elsewhere;
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changes or volatility in interest rates, foreign exchange rates (including the euro to U.S. dollar
exchange rate), asset prices, equity markets, commodity prices, inflation or deflation;
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the political, economic and regulatory impacts related to the United Kingdom's withdrawal from the
EU and the future relationship between the United Kingdom and the EU;
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adjustments in the real estate markets in the geographies in which we operate, in particular in Spain,
Mexico, the United States and Turkey;
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the effects of competition in the markets in which we operate, which may be influenced by regulation
or deregulation of us or our competitors, and our ability to implement technological advances;
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changes in consumer spending and savings habits, including changes in government policies which
may influence spending, saving and investment decisions;
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adverse developments in emerging countries, in particular Latin America and Turkey, including
unfavorable political and economic developments, social instability and changes in governmental
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policies, including expropriation, nationalization, exchange controls or other limitations on the
distribution or repatriation of dividends, international ownership legislation, interest rate caps and tax
policies;
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our ability to continue to access sources of liquidity and funding, including public sources of liquidity
such as the funding provided by the European Central Bank ("ECB") through the extraordinary
measures adopted in connection with the COVID-19 pandemic, and our ability to receive dividends and
other funds from our subsidiaries;
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our ability to hedge certain risks economically;
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downgrades in our credit ratings or in Spain's credit ratings;
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the success of our acquisitions, divestitures, mergers, joint ventures and strategic alliances;
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our ability to make payments on certain substantial unfunded amounts relating to commitments with
personnel;
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the performance of our international operations and our ability to manage such operations;
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weaknesses or failures in our Group's internal or outsourced processes, systems (including information
technology systems) and security;
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weaknesses or failures of our anti-money laundering or anti-terrorism programs, or of our internal
policies, procedures, systems and other mitigating measures designed to ensure compliance with
applicable anti-corruption laws and sanctions regulations;
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security breaches, including cyber-attacks and identity theft;
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the outcome of legal and regulatory actions and proceedings, both those to which the Group is currently
exposed and any others which may arise in the future, including actions and proceedings related to
former subsidiaries of the Group or in respect of which the Group may have indemnification
obligations;
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actions that are incompatible with our ethics and compliance standards, and our failure to timely detect
or remedy any such actions;
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uncertainty surrounding the integrity and continued existence of reference rates and the transition away
from the Euro Interbank Offered Rate (EURIBOR), Euro OverNight Index Average (EONIA) and
London Inter-bank Offered Rate (LIBOR) to new reference rates;
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our success in managing the risks involved in the foregoing, which depends in part, among other
things, on our ability to anticipate events that are not captured by the statistical models we use; and
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force majeure and other events beyond our control.
Readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-
looking statements made in this prospectus supplement speak only as of the date of this prospectus supplement.
We do not intend to publicly update or revise these forward-looking statements to reflect events or circumstances
after the date of this prospectus supplement, including, without limitation, changes in our business or strategy or
to reflect the occurrence of unanticipated events, and we do not assume any responsibility to do so. You should,
however, consult any further disclosures of a forward-looking nature we may make in our other documents filed
with, or furnished to, the SEC that are incorporated by reference into this prospectus supplement and the
accompanying prospectus.
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