Obbligazione BBVA Banco 5.875% ( XS1619422865 ) in EUR

Emittente BBVA Banco
Prezzo di mercato 100 EUR  ▼ 
Paese  Spagna
Codice isin  XS1619422865 ( in EUR )
Tasso d'interesse 5.875% per anno ( pagato 1 volta l'anno)
Scadenza perpetue - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione BBVA XS1619422865 in EUR 5.875%, scaduta


Importo minimo 200 000 EUR
Importo totale 500 000 000 EUR
Descrizione dettagliata BBVA č una banca multinazionale spagnola con una forte presenza in Spagna, America Latina e Stati Uniti, operante nel settore finanziario con servizi di banca commerciale, investimento e gestione patrimoniale.

The Obbligazione issued by BBVA Banco ( Spain ) , in EUR, with the ISIN code XS1619422865, pays a coupon of 5.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue







IMPORTANT NOTICE
THE OFFERING CIRCULAR MAY ONLY BE DISTRIBUTED TO PERSONS WHO ARE
NOT U.S. PERSONS (AS DEFINED IN REGULATION S (REGULATION S) UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) AND ARE
OUTSIDE OF THE UNITED STATES.
THE OFFERING CIRCULAR MAY FURTHER NOT BE DISTRIBUTED, AND NO
PUBLICITY OF ANY KIND SHALL BE MADE, IN SPAIN. THE PREFERRED
SECURITIES MUST NOT BE OFFERED, DISTRIBUTED OR SOLD IN SPAIN OR TO
SPANISH RESIDENTS AND ANY SALE, TRANSFER OR ACQUISITION OF PREFERRED
SECURITIES TO OR BY SPANISH RESIDENTS IS FORBIDDEN IN ALL CASES. ANY
TRANSFER OF PREFERRED SECURITIES TO OR BY SPANISH RESIDENTS IS NOT
PERMITTED AND SUCH TRANSFER WILL BE CONSIDERED NULL AND VOID BY THE
BANK. ACCORDINGLY, THE BANK WILL NOT RECOGNISE ANY SPANISH
RESIDENT AS A HOLDER OR BENEFICIAL OWNER OF PREFERRED SECURITIES
FOR ANY PURPOSE.
IMPORTANT: You must read the following notice before continuing. The following notice applies
to the attached offering circular following this notice (the Offering Circular), whether received by
email, accessed from an internet page or otherwise received as a result of electronic communication,
and you are therefore advised to read this notice carefully before reading, accessing or making any
other use of the Offering Circular. In reading, accessing or making any other use of the Offering
Circular, you agree to be bound by the following terms and conditions and each of the restrictions set
out in the Offering Circular, including any modifications made to them from time to time, each time
you receive any information from Banco Bilbao Vizcaya Argentaria, S.A. (the Bank), Goldman Sachs
International (the Global Coordinator and Joint Bookrunner) and Banco Bilbao Vizcaya
Argentaria, S.A. (in its capacity as a joint bookrunner) (together with the Global Coordinator and
Joint Bookrunner, the Joint Bookrunners) as a result of such access. If you are not the intended
recipient of this message and/or you are not eligible to view the Offering Circular and/or you do not
agree to the terms described in this notice, you may not view the attached Offering Circular.
RESTRICTIONS: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE PREFERRED
SECURITIES OR ANY COMMON SHARES IN THE UNITED STATES OR IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE PREFERRED SECURITIES AND
THE COMMON SHARES TO BE ISSUED AND DELIVERED IN THE EVENT OF ANY
CONVERSION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE PREFERRED
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN
AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO
COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT
OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.









THE OFFERING CIRCULAR IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED
ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE
COMMUNICATION OF THE OFFERING CIRCULAR AS A FINANCIAL PROMOTION IS
ONLY BEING MADE TO THOSE PERSONS FALLING WITHIN ARTICLE 12, ARTICLE 19(5)
OR ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, OR TO OTHER PERSONS TO WHOM THE OFFERING
CIRCULAR MAY OTHERWISE BE DISTRIBUTED WITHOUT CONTRAVENTION OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR ANY PERSON
TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE. THIS COMMUNICATION IS
BEING DIRECTED ONLY AT PERSONS HAVING PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY
WITH SUCH PERSONS. NO OTHER PERSON SHOULD RELY ON IT.
In addition to the above prohibition on the sale of the Preferred Securities in Spain or to
Spanish residents, the Preferred Securities are not intended to be sold and should not be sold to
retail clients in any other jurisdiction of the EEA, as defined in the rules set out in the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015
(as amended or replaced from time to time) other than in circumstances that do not and will not
give rise to a contravention of those rules by any person. Prospective investors are referred to
the section headed "Restrictions on marketing and sales to retail investors" on pages 3 and 4 of
this Offering Circular for further information.
CONFIRMATION OF YOUR REPRESENTATION: In order to be eligible to view the Offering
Circular or make an investment decision with respect to the Preferred Securities described herein,
each prospective investor in respect of the Preferred Securities must not be in Spain or a Spanish
resident or a retail client in any other jurisdiction of the EEA and must be a person other than a U.S.
Person outside the United States. By accessing, reading or making any other use of the Offering
Circular, you shall be deemed to have represented to the Joint Bookrunners that (1) you have
understood and agree to the terms set out herein, (2) you are (or the person you represent is) not in
Spain or a Spanish resident and a person other than a retail client in any other jurisdiction of the EEA
or a U.S. Person outside the United States, and that the electronic mail (or e-mail) address to which,
pursuant to your request, the Offering Circular has been delivered by electronic transmission is not
located in Spain or the United States, its territories, its possessions and other areas subject to its
jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands, (3) you consent to delivery by electronic
transmission, (4) you will not transmit the attached Offering Circular (or any copy of it or part
thereof) or disclose, whether orally or in writing, any of its contents to any other person except with
the consent of the Joint Bookrunners and (5) you acknowledge that you will make your own
assessment regarding any legal, taxation or other economic considerations with respect to your
decision to subscribe for or purchase of any of the Preferred Securities.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a
person into whose possession the Offering Circular may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver
or disclose the contents of the Offering Circular, electronically or otherwise, to any other person and
in particular to any person in Spain or Spanish resident or to any U.S. Person or to any U.S. address.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable
laws of other jurisdictions.
The materials relating to the offering do not constitute, and may not be used in connection with, an
offer or solicitation in any place where such offers or solicitations are not permitted by law. If a
jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint
Bookrunners or any affiliate of the Joint Bookrunners is a licensed broker or dealer in that










jurisdiction, the offering shall be deemed to be made by the Joint Bookrunners or such affiliate on
behalf of the Bank in such jurisdiction.
Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Preferred Securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. Recipients of the attached document who intend to
subscribe for or purchase the Preferred Securities are reminded that any subscription or purchase may
only be made on the basis of the information contained in the Offering Circular.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission
and consequently none of the Joint Bookrunners, the Bank or any affiliate of either of them, nor any
person who controls or is a director, officer, employee or agent of any such person accepts any
liability or responsibility whatsoever in respect of any difference between the Offering Circular
distributed to you in electronic format and the hard copy version available to you on request from the
Joint Bookrunners.
The distribution of the Offering Circular in certain jurisdictions may be restricted by law.
Persons into whose possession the attached document comes are required by the Joint
Bookrunners and the Bank to inform themselves about, and to observe, any such restrictions.











Offering Circular dated 17th May, 2017

Banco Bilbao Vizcaya Argentaria, S.A.
(incorporated with limited liability under the laws of Spain)
Series 5 500,000,000 Non-Step-Up Non-Cumulative Contingent Convertible
Perpetual Preferred Tier 1 Securities
Issue price: 100 per cent.
The Series 5 500,000,000 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities of 200,000 liquidation preference each
(the Preferred Securities) are being issued by Banco Bilbao Vizcaya Argentaria, S.A. (the Bank or BBVA) on 24th May, 2017 (the Closing Date). The Bank
and its consolidated subsidiaries are referred to herein as the Group.
The Preferred Securities will accrue non-cumulative cash distributions (Distributions) (i) in respect of the period from (and including) the Closing Date to (but
excluding) 24th May, 2022 (the First Reset Date) at the rate of 5.875 per cent. per annum, and (ii) in respect of each period from (and including) the First Reset
Date and every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Period), at the rate
per annum, converted to a quarterly rate in accordance with market convention, equal to the aggregate of 5.779 per cent. per annum and the 5-year Mid-Swap
Rate (as defined in the terms and conditions of the Preferred Securities (the Conditions)) for the relevant Reset Period. Subject as provided in the Conditions,
such Distributions will be payable quarterly in arrear on 24th February, 24th May, 24th August and 24th November in each year (each a Distribution Payment
Date).
All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank at any time on or after the First Reset Date, at the liquidation
preference of 200,000 per Preferred Security plus, if applicable, where not cancelled pursuant to, or otherwise subject to the limitations on payment set out in,
Condition 3, an amount equal to accrued and unpaid Distributions for the then current Distribution Period (as defined in the Conditions) to (but excluding) the
date fixed for redemption (the Redemption Price), subject to the prior consent of the Regulator (as defined in the Conditions) and otherwise in accordance with
Applicable Banking Regulations (as defined in the Conditions) then in force. The Preferred Securities are also redeemable on or after the Closing Date at the
option of the Bank in whole but not in part, at any time, at the Redemption Price in accordance with Articles 77 and 78 of CRR, Article 29 of the Commission
Regulation (EU) 241/2014 and/or any other Applicable Banking Regulations in force at the relevant time if there is a Capital Event or a Tax Event (each as
defined in the Conditions).
The Bank may elect, in its sole and absolute discretion to cancel the payment of any Distribution in whole or in part at any time and for any reason, including as
further provided in Condition 3. Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or part thereof) is not made
in respect of the Preferred Securities then the right of the Holders to receive the relevant Distribution (or part thereof) will be extinguished and the Bank will
have no obligation to pay such Distribution (or part thereof) or to pay any interest on the Preferred Securities, whether or not any future Distributions on the
Preferred Securities are paid. For further information, see Condition 3.
If, at any time, the CET 1 ratio (as defined in the Conditions) is less than 5.125 per cent. as determined by the Bank (a Trigger Event), the Preferred
Securities are mandatorily and irrevocably convertible into newly issued ordinary shares in the capital of the Bank (Common Shares) at the Conversion
Price (as defined in the Conditions). In the event of the liquidation or winding-up of the Bank, Holders will be entitled to receive (subject as provided in
the Conditions), in respect of each Preferred Security, their respective liquidation preference of 200,000 plus any accrued and unpaid Distributions
for the then current Distribution Period to (but excluding) the date of payment of the liquidation distribution.
In addition, in the event of a Capital Reduction (as defined in the Conditions), 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 of a duly completed and signed Election Notice on or
before the 10th Business Day immediately following the Capital Reduction Notice Date (each as defined in the Conditions).
The Preferred Securities are expected, upon issue, to be assigned a Ba2 rating by Moody's Investors Services Espaņa, S.A. (Moody's) and a BB rating by Fitch
Ratings Espaņa SAU (Fitch Ratings) (Fitch). Each of Moody's and Fitch is established in the European Union and is registered under Regulation (EC)
No.1060/2009 (as amended) (the CRA Regulation). As such, each of Moody's and Fitch is included in the list of credit rating agencies published by the
European Securities and Markets Authority on its website in accordance with such Regulation. A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The Preferred Securities will be issued in bearer form and will be represented by a global Preferred Security deposited on or about the Closing Date with a
common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg).
An investment in the Preferred Securities involves certain risks. For a discussion of these risks see "Risk Factors" beginning on page 8.
This Offering Circular does not comprise a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended. Application has been made to the
Irish Stock Exchange plc (the Irish Stock Exchange) for the Preferred Securities to be admitted to the Official List and trading on the Global Exchange Market
of the Irish Stock Exchange. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock
Exchange.
The Preferred Securities must not be offered, distributed or sold in Spain, or to Spanish Residents (as defined in the Conditions). In addition, neither
this Offering Circular nor any other document or materials in relation to the Preferred Securities shall be distributed in Spain and no publicity of any
kind shall be made in Spain. Any sale, transfer or acquisition of Preferred Securities to or by Spanish Residents is forbidde n in all cases. See
"Subscription, Sale and Transfer - Spain".
In addition to the above prohibition on the sale of the Preferred Securities in Spain or to Spanish Residents, the Preferred Securities are not intended
to be sold and should not be sold to retail clients in any other jurisdiction of the EEA, as defined in the rules set out in the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) other than in
circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on pages 3 and 4 of this Offering Circular for further information.
The Preferred Securities and any Common Shares to be issued and delivered in the event of any Conversion have not been, and will not be, registered under the
United States Securities Act of 1933 (the Securities Act) and are subject to United States tax law requirements. The Preferred Securities are being offered
outside the United States in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
Global Coordinator and Joint Bookrunner
Goldman Sachs International
Joint Bookrunner
Banco Bilbao Vizcaya Argentaria, S.A.
(no underwriting commitment)





The Bank accepts responsibility for the information contained in this Offering Circular. To the best of
the knowledge of the Bank (having taken all reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and
construed on the basis that such documents are incorporated and form part of this Offering Circular.
Goldman Sachs International (the Global Coordinator and Joint Bookrunner) and Banco Bilbao
Vizcaya Argentaria, S.A. (in its capacity as a joint bookrunner) (together with the Global
Coordinator and Joint Bookrunner, the Joint Bookrunners) have not separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility or liability is accepted by the Joint Bookrunners or any of them
as to the accuracy or completeness of the information contained in this Offering Circular or any other
information provided by the Bank in connection with the Preferred Securities or their distribution.
The Bank has not authorised the making or provision of any representation or information regarding
the Bank or the Preferred Securities other than as contained in this Offering Circular or as approved
for such purpose by the Bank. Any such representation or information should not be relied upon as
having been authorised by the Bank or the Joint Bookrunners.
Neither the delivery of this Offering Circular nor the offering or delivery of any Preferred Security
shall in any circumstances create any implication that there has been no adverse change, or any event
reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Bank
since the date of this Offering Circular.
None of the Joint Bookrunners or any of their respective affiliates, or any of their respective directors,
officers, employees or agents, to the extent permitted by applicable law, accepts any responsibility
whatsoever for the contents of this Offering Circular or for any statement made or purported to be
made by it, or on its behalf, in connection with the Bank or any offering of the Preferred Securities.
The Joint Bookrunners and any of their respective affiliates accordingly disclaim to the extent
permitted by applicable law, all and any liability whether arising in tort, contract, or otherwise which
they might otherwise have in respect of any such contents or statement. No representation or
warranty express or implied, is made by any of the Joint Bookrunners or any of their respective
affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the
information set out in this Offering Circular.
The Joint Bookrunners are acting exclusively for the Bank and no one else in connection with any
offering of the Preferred Securities. The Joint Bookrunners will not regard any other person (whether
a recipient of this Offering Circular or otherwise) as their client in relation to any such offering and
will not be responsible to anyone other than the Bank for providing the protections afforded to their
clients or for giving advice in relation to such offering or any transaction or arrangement referred to
herein.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, by
or on behalf of the Bank or the Joint Bookrunners any Preferred Securities.
The distribution of this Offering Circular and the offering and delivery of Preferred Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular
comes are required by the Bank and the Joint Bookrunners to inform themselves about and to observe
any such restrictions.
The Preferred Securities have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, Preferred Securities may
not be offered, sold or delivered in the United States or to U.S. persons.





In this Offering Circular, unless otherwise specified, references to , EUR or euro are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended; references to $,
U.S. dollars or U.S.$ are to the currency of the United States; and references to Turkish lira and TL
refer to the lawful currency for the time being of the Republic of Turkey.
Words and expressions defined in the Conditions (see "Conditions of the Preferred Securities") shall
have the same meanings when used elsewhere in this Offering Circular unless otherwise specified.
This Offering Circular may only be used for the purposes for which it has been published. No person
is authorised to give information other than that contained herein and in the documents incorporated
by reference herein and which are made available for inspection by the public at the registered office
of the Bank and the specified office set out below of each Paying Agent (as defined in the Conditions).
Prior to making an investment decision, potential investors should consider carefully, in light of their
own financial circumstances and investment objectives, all the information contained in this Offering
Circular or incorporated by reference herein. A potential investor should not invest in the Preferred
Securities unless it has the expertise (either alone or with its financial and other professional
advisers) to evaluate how the Preferred Securities will perform under changing conditions, the
resulting effects on the value of the Preferred Securities and the impact this investment will have on
the potential investor's overall investment portfolio. See further "Risk Factors - Risks related to the
Preferred Securities generally - The Preferred Securities may not be a suitable investment for all
investors". If a potential investor is in any doubt about any of the contents of this Offering Circular, it
should obtain independent professional advice.
Prohibition of sales to EEA retail investors
The Preferred Securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area (EEA). 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 Directive 2014/65/EU (MiFID II); or (ii) a
customer within the meaning of Directive 2002/92/EC (IMD), 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 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.
Restrictions 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.
In particular, in June 2015, the U.K. Financial Conduct Authority (the FCA) published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 which
took effect from 1st October, 2015 (the PI Instrument). Under the rules set out in the PI Instrument
(as amended or replaced from time to time, the PI Rules):
(i)
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Preferred Securities, must not be sold to retail clients in the EEA; and


3





(ii)
there must not be any communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) 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 the EEA (in each case, within the meaning of
the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.
The Preferred Securities are further subject to the below prohibition on the sale of the
Preferred Securities in Spain or to Spanish Residents.
Each of the Bank and the Joint Bookrunners are required to comply with the PI Rules. By purchasing,
or making or accepting an offer to purchase, any Preferred Securities (or a beneficial interest in such
Preferred Securities) from the Bank and/or any Joint Bookrunners, each prospective investor will be
deemed to represent, warrant, agree with and undertake to the Bank and each of the Joint
Bookrunners that:
(a)
it is not a Spanish Resident or a retail client in any other jurisdiction of the EEA (as defined
in the PI Rules);
(b)
whether or not it is subject to the PI Rules, it will not:
(A)
sell or offer the Preferred Securities in Spain or to any Spanish Resident or retail
clients in any other jurisdiction of the EEA; or
(B)
communicate (including the distribution of this Offering Circular) or approve an
invitation or inducement to 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 any
Spanish Resident or a retail client in any other jurisdiction of the EEA (in each case
within the meaning of the PI Rules); and
(c)
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) any such 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 the
Bank 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 OFFER, DISTRIBUTION OR SALE OF PREFERRED SECURITIES IN
SPAIN OR TO SPANISH RESIDENTS OR ANY SALE, TRANSFER OR ACQUISITION OF
PREFERRED SECURITIES TO OR BY SPANISH RESIDENTS
The Preferred Securities must not be offered, distributed or sold in Spain, or to Spanish Residents (as
defined in the Conditions) and any sale, transfer or acquisition of Preferred Securities to or by Spanish
Residents is forbidden in all cases. Any transfer of Preferred Securities to or by Spanish Residents is
not permitted and such transfer will be considered null and void by the Bank. Accordingly, the Bank
will not recognise any Spanish Resident as a holder or beneficial owner of Preferred Securities for any
purpose.


4





PRESENTATION OF FINANCIAL INFORMATION
ACCOUNTING PRINCIPLES
Under Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19th July,
2002, all companies governed by the law of an EU Member State and whose securities are admitted to
trading on a regulated market of any Member State must prepare their consolidated financial
statements for the years beginning on or after 1st January, 2005 in conformity with International
Financial Reporting Standards adopted by the European Union (EU-IFRS). Pursuant to Regulation
(EC) no. 1606/2002, Bank of Spain Circular 4/2004 of 22nd December, 2004 on Public and
Confidential Financial Reporting Rules and Formats (as amended or supplemented from time to time,
Circular 4/2004) requires Spanish credit institutions to adapt their accounting system to EU-IFRS.
BBVA's consolidated financial statements as at and for each of the years ending 31st December, 2016,
31st December, 2015 and 31st December, 2014 (the Consolidated Financial Statements), as
included in the annual report of BBVA on Form 20-F for the fiscal year ended 31st December, 2016
filed with the U.S. Securities and Exchange Commission (the SEC) on 31st March, 2017 (the Form
20-F), which is incorporated by reference in this Offering Circular, have been prepared in accordance
with EU-IFRS reflecting Circular 4/2004 and any other legislation governing financial reporting
applicable to the Group and in compliance with the International Financial Reporting Standards issued
by the International Accounting Standards Board (IFRS-IASB).
FINANCIAL INFORMATION
The following principles should be noted in reviewing the financial information contained in this
Offering Circular:

Unless otherwise stated, any reference to loans refers to both loans and leases.

All references to any financial information in this Offering Circular are to the consolidated
financial information of the Group, unless otherwise stated.

Interest income figures include interest income on non-accruing loans to the extent that cash
payments have been received in the period in which they are due.

Financial information with respect to subsidiaries may not reflect consolidation adjustments.

Certain numerical information in this Offering Circular may not sum due to rounding. In
addition, information regarding period-to-period changes is based on numbers which have not
been rounded.
STABILISATION
In connection with the issue of the Preferred Securities, Goldman Sachs International as stabilisation
manager (the Stabilisation Manager) (or persons acting on behalf of the Stabilisation Manager) may
over-allot Preferred Securities or effect transactions with a view to supporting the market price of the
Preferred Securities at a level higher than that which might otherwise prevail. However, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Preferred Securities is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the issue date of the Preferred
Securities and 60 days after the date of the allotment of the Preferred Securities. Any stabilisation
action or over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf
of the Stabilisation Manager) in accordance with all applicable laws and rules.



5





SPANISH TAX RULES
Article 44 of Royal Decree 1065/2007 of 27th July, as amended by Royal Decree 1145/2011 of 29th
July (as so amended, RD 1065/2007), sets out the reporting obligations applicable to preference
shares and debt instruments (including debt instruments issued at a discount for a period equal to or
less than twelve months) issued under the First Additional Provision of Law 10/2014 of 26th June, on
Organisation, Supervision and Solvency of Credit Entities (Law 10/2014). According to the ninth
Additional Provision of Law 27/2014 of 27th November on Corporate Income Tax (Law 27/2014),
such procedures apply to interest deriving from preference shares to which the First Additional
Provision of Law 10/2014 refers.
General
The procedure described in this Offering Circular for the provision of information required by
Spanish law and regulation is a summary only. Neither the Bank nor any of the Joint Bookrunners
assume any responsibility therefor.


6





CONTENTS
Risk Factors ....................................................................................................................................................... 8
Overview of the Offering ................................................................................................................................. 48
Documents Incorporated by Reference ............................................................................................................ 54
Conditions of the Preferred Securities ............................................................................................................. 55
Use of Proceeds................................................................................................................................................ 98
Capital Adequacy ............................................................................................................................................. 99
Description of Banco Bilbao Vizcaya Argentaria, S.A.................................................................................. 101
Taxation ......................................................................................................................................................... 120
Subscription, Sale and Transfer ..................................................................................................................... 126
General Information ....................................................................................................................................... 130



7