Obligation BBVA Banco 6.125% ( US05946KAF84 ) en USD

BBVA Banco

96.5 % ⇌

Espagne

US05946KAF84 ( en USD )

6.125% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation BBVA US05946KAF84 en USD 6.125%, échéance Perpétuelle

05946KAF8

16/05/2025 ( Dans 7 jours )

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

L'Obligation émise par BBVA Banco ( Espagne ) , en USD, avec le code ISIN US05946KAF84, paye un coupon de 6.125% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

424B5
424B5 1 d480936d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Fee
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities

$1,000,000,000

$124,500

1
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-212729
PROSPECTUS SUPPLEMENT
(to prospectus dated September 25, 2017)

Banco Bilbao Vizcaya Argentaria, S.A.
$1,000,000,000 Non-Step-Up Non-Cumulative Contingent
Convertible Perpetual Preferred Tier 1 Securities
The $1,000,000,000 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 November 16, 2017 (the "Closing Date") to but excluding November 16, 2027 (the
"First Reset Date") the Preferred Securities will accrue Distributions (as defined herein) at the rate of 6.125% 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 below) will be equal to the aggregate of 3.870% (the "Initial Margin")
and the 5-year Mid-Swap Rate (as defined herein) (expressed as a percentage per annum) 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 less 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 February 16, May 16, August 16
and November 16 of each year (each a "Distribution Payment Date"), commencing on February 16, 2018. 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 certain tax events or upon the occurrence of certain regulatory
events, 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 the First Reset Date 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 Indenture and except as provided in the second
paragraph under "Description of the Contingent Convertible Preferred Securities of BBVA--Payments--Liquidation Distribution" in the
accompanying prospectus, our obligations under the Preferred Securities will constitute our direct, unconditional, unsecured and subordinated
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obligations and, in case of our insolvency (concurso de acreedores), in accordance with Additional Provision 14.3 of Law 11/2015 (as defined
herein) and the Spanish Insolvency Law (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 our obligations in respect of the Preferred Securities constitute 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 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
Table of Contents
ranking by law or their terms), to the extent permitted by law; and (iii) senior 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 stamp and similar taxes) shall be irrevocably and
automatically released in consideration of our issuance and delivery of the Common Shares to the Conversion Shares Depository.
In addition, in the event of a Capital Reduction (as defined herein), except if we have given a redemption notice prior to 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 of a duly completed and signed Election Notice (as defined herein) on
or before the 10th 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 stamp and similar taxes) 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 and 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 Irish Stock Exchange 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-32 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
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accompanying prospectus 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 clients in any jurisdiction. Prospective investors
are referred to the section headed "Notice to Investors" on page S-2 of this prospectus supplement.
Table of Contents
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(1)

Before Expenses
Per Preferred Security

100.000%

0.900%

99.100%
Total Preferred Securities

$1,000,000,000
$ 9,000,000
$ 991,000,000

(1) The Joint Bookrunners have agreed to reimburse us for certain of the expenses relating to the offering. See "Underwriting (Conflicts of Interest)."
The initial price to the public set forth above does not include accrued Distributions, if any. Distributions on the Preferred Securities will
accrue from November 16, 2017 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 S.A./N.V. ("Euroclear Bank") participants and/ Clearstream Banking, société anonyme ("Clearstream
Luxembourg") customers, on or about November 16, 2017.

Joint Bookrunners

BBVA

BofA Merrill Lynch

Citigroup
Deutsche Bank Securities

HSBC

J.P. Morgan
Prospectus Supplement dated November 8, 2017
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Notice to Investors
S-2
About this Prospectus Supplement
S-7
Incorporation of Information by Reference
S-9
Forward-Looking Statements
S-10
Regulatory Statement
S-12
Summary
S-13
Risk Factors
S-32
BBVA
S-54
Use of Proceeds
S-55
Capitalization of the BBVA Group
S-56
Ratio of Earnings to Fixed Charges
S-57
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424B5
Description of the Preferred Securities
S-58
Material U.S. Federal Tax Considerations
S-65
Underwriting (Conflicts of Interest)
S-66
Validity of the Securities
S-71
Experts
S-71
Prospectus

Page
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

7
Consolidated Ratio of Earnings to Fixed Charges and Preference Dividends

8
Use of Proceeds

9
Consolidated Capitalization and Indebtedness of the BBVA Group
10
Description of BBVA Ordinary Shares
11
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
47
Spanish Tax Considerations
92
U.S. Tax Considerations
103
Benefit Plan Investor Considerations
112
Plan of Distribution
114
Validity of the Securities
116
Experts
116
Enforcement of Civil Liabilities
116

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 Contingent Convertible Preferred Securities of BBVA--Payments--Distributions--Distributions
Discretionary" in the accompanying prospectus, 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
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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 it is not cancelled or deemed cancelled in accordance with the terms of the Preferred
Securities and as further described herein and in the accompanying prospectus. 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 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.
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--Distributions Discretionary" and "--Restrictions on Payments", in each
case in the accompanying prospectus; 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 ranking junior to the Preferred Securities (including, without limitation, any CET1 Capital
(as defined herein) of BBVA or the BBVA Group) or in respect of any Parity Security or other Security (as defined herein), except to the extent
Applicable Banking Regulations otherwise provide. 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 provisions of the Indenture. 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.
Conversion
As described under "Description of the Contingent Convertible Preferred Securities of BBVA--Conversion" in the accompanying
prospectus, if a Trigger Event occurs, then a Trigger Conversion will occur on the Conversion Settlement Date (as defined in the accompanying
prospectus), and if a Capital Reduction occurs,

S-2
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then, except if we have given a redemption notice prior to such Capital Reduction, a Capital Reduction 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 10th Business Day immediately following the Capital
Reduction Notice Date. Upon occurrence of a Conversion Event (as defined below), all of our obligations under the Preferred Securities shall be
irrevocably and automatically released (except with respect to the payment of certain stamp and similar taxes 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 in the accompanying prospectus), 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 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
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that effective upon, and following, the Conversion, no amount shall be due and payable to the holders of the Preferred Securities so converted
(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 Contingent Convertible Preferred Securities of BBVA--Conversion--Conversion Upon Capital Reduction" in the
accompanying prospectus (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--Distributions Discretionary" and "--
Restrictions on Payments")), and our liability to pay any such amounts (including the Liquidation Preference (and premium, if any) of, or any
Distribution in respect of (other than the Distributions referred to above) such Preferred Securities), except with respect to certain stamp and
similar taxes, 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) 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 (iv) 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.
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

S-3
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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, 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 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
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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 the relevant depositary 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 under 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

S-4
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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 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 clients in any jurisdiction.
Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the European Union's Directive
2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area.
The Preferred Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area, 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, the "PI Instrument"). Prospective investors are referred to the section headed "Restrictions on Marketing and Sales to Retail
Investors" below of this prospectus supplement for further information.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying 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 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 and the
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accompanying prospectus relate 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 or the accompanying prospectus or any of their contents.
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 with
features similar to the Preferred Securities to retail investors.
In particular, in June 2015, the United Kingdom's Financial Conduct Authority published the PI Instrument, which took effect from
October 1, 2015. Under the rules set out in the PI Instrument (as such rules may be 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 European Economic Area; and

(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 European Economic Area (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 tax residents.

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The Joint Bookrunners (and/or their respective affiliates) 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 therein) from BBVA and/or any Joint Bookrunner, each prospective investor
will be deemed to represent, warrant, agree with, and undertake to BBVA and each of the Joint Bookrunners that:

(i)
it is not a Spanish tax resident or a retail client in any other jurisdiction, including any other jurisdiction of the European Economic

Area (as defined in the PI Rules);

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

(a)
sell or offer the Preferred Securities (or any beneficial interest therein) in Spain or to any Spanish tax resident or retail clients in

any other jurisdiction; or

(b)
communicate (including the distribution of this prospectus supplement and the accompanying prospectus) 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
tax resident or a retail client in any other jurisdiction, including any other jurisdiction of the European Economic Area (in each
case within the meaning of the PI Rules); and

(iii) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the European
Economic Area) relating to the promotion, offering, distribution and/or sale of the Preferred Securities (or any beneficial interest

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 interest 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 interest 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). 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.

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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:

·
"2016 Form 20-F" means our annual report on Form 20-F for the fiscal year ended December 31, 2016.

·
"Amounts Due" means the Liquidation Preference (and premium, if any), together with any accrued but unpaid Distributions, and
additional amounts, 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.

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

·
"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.

·
"EU Banking Reforms" refers to the package of proposals published by the European Commission on November 23, 2016, with further

reforms to CRD IV, Directive 2014/59/EU of May 15, establishing a framework for the recovery and resolution of credit institutions
and investment firms and Regulation (EU) No. 806/2014 of the European Parliament and the Council of the European Union.

·
"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.

·
"Relevant Spanish Resolution Authority" means the Spanish Fund for the Orderly Restructuring of Banks (Fondo de Restructuración
Ordenada Bancaria), the European Single Resolution Mechanism ("SRM") and, as the case may be, according to Law 11/2015, the

Bank of Spain and the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores or "CNMV"), and any
other entity with the authority to exercise the Spanish Bail-in Power from time to time.

·
"Spain" refers to the Kingdom of Spain.

·
"Spanish Bail-in Power" means any write-down, conversion, transfer, modification, 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
Regulation (EU) No. 806/2014 of the European Parliament and of the Council of July 15, establishing uniform rules and a uniform
procedure for the resolution of credit institutions and certain investment firms in the framework of the Single Resolution Mechanism

and the Single Resolution Fund and amending Regulation (EU) No. 1093/2010, as amended, replaced or supplemented from time to
time; 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.

·
"we", "us", "our", "Bank" and "BBVA" refer to Banco Bilbao Vizcaya Argentaria, S.A. unless the context otherwise requires.

·
"$", "U.S. dollars" and "dollars" refer to United States dollars.

·
"" and "euro" refer to euro.

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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.

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INCORPORATION OF INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information that we file with or furnish to the SEC. This means:

·
documents incorporated by reference are considered part of this prospectus supplement;

·
we can disclose important information to you by referring you to these documents; and

·
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 this prospectus supplement. In addition to the documents listed in the accompanying
prospectus, we incorporate by reference:

·
our report on Form 6-K containing an announcement relating to the non-binding interest expressed by The Bank of Nova Scotia to

purchase Banco Bilbao Vizcaya Argentaria Chile, as furnished to the SEC on August 31, 2017 (Accession
No. 0001193125-17-273759);

·
our report on Form 6-K containing certain information on our financial results as of and for the nine months ended September 30, 2017

and certain other information, as furnished to the SEC on November 7, 2017 (Accession No. 0001193125-17-335011) (the "September
30, 2017 Form 6-K"); and

·
our report on Form 6-K containing our unaudited condensed interim consolidated financial statements corresponding to the nine month

period ended September 30, 2017, as filed with the SEC on November 7, 2017 (Accession No. 0001193125-17-335488).
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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Document Outline

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