Bond BBVA Banco 3.25% ( US055299AJ03 ) in USD

BBVA Banco

100 % ⇌

Spain

US055299AJ03 ( in USD )

3.25% per year ( payment 2 times a year)

16/05/2014 - Bond has expired

Prospectus brochure of the bond BBVA US055299AJ03 in USD 3.25%, expired

1 000 USD

1 000 000 000 USD

055299AJ0

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 US055299AJ03, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/05/2014

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US055299AJ03, was rated NR by Moody's credit rating agency.

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US055299AJ03, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents

CALCULATION OF REGISTRATION FEE

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

Registered

Registration Fee
Fixed Rate Notes due 2014

$1,000,000,000

$116,100
Floating Rate Notes due 2014

$600,000,000

$69,660

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-167820
PROSPECTUS SUPPLEMENT DATED MAY 11, 2011
(To Prospectus dated June 28, 2010)

BBVA U.S. Senior, S.A. Unipersonal
(a wholly-owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A.)
$1,000,000,000 FIXED RATE SENIOR NOTES DUE 2014
$600,000,000 FLOATING RATE SENIOR NOTES DUE 2014
unconditionally and irrevocably guaranteed, as described in the prospectus, by
Banco Bilbao Vizcaya Argentaria, S.A.

The $1,000,000,000 fixed rate senior notes due 2014 (the "Fixed Rate Notes") will bear interest at 3.250% per year.
The $600,000,000 floating rate senior notes due 2014 (the "Floating Rate Notes" and, together with the Fixed Rate
Notes, the "Notes") will bear interest at the then-applicable U.S. dollar three-month LIBOR rate plus 2.125% per year.
Interest on the Fixed Rate Notes will be payable on each November 16 and May 16 of each year, beginning on
November 16, 2011, up to, and including, May 16, 2014 (the "Fixed Rate Note Maturity Date"). Interest on the Floating
Rate Notes will be payable on each August 16, November 16, February 16 and May 16 of each year, beginning on
August 16, 2011, up to, and including, May 16, 2014 (the "Floating Rate Note Maturity Date" and the Fixed Rate Note
Maturity Date, each a "Maturity Date"). The Fixed Rate Notes will mature at 100% of their principal amount on the
Fixed Rate Note Maturity Date. The Floating Rate Notes will mature at 100% of their principal amount on the Floating
Rate Note Maturity Date. The Fixed Rate Notes and the Floating Rate Notes constitute separate series of securities issued
under the Indenture (as defined herein).

Subject to applicable law, the Notes of each series will be unsecured and will rank equally in right of payment with
other unsecured unsubordinated indebtedness of BBVA U.S. Senior, S.A. Unipersonal (the "Issuer"). The senior
guarantee (as defined herein) as to the payment of principal, interest and additional amounts (as defined herein) will be a
direct, unconditional, unsecured and unsubordinated obligation of Banco Bilbao Vizcaya Argentaria, S.A. (the
"Guarantor") and, subject to applicable law, will rank equally in right of payment with its other unsecured
unsubordinated indebtedness.

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 risks. See "Risk Factors" beginning on page S-12 of this
prospectus supplement and page 2 of the accompanying prospectus as well as in the
documents incorporated by reference.

Underwriting
Proceeds, before

Issue

Discounts and
Expenses to the

Price

Commissions(1)

Issuer

Per Fixed Rate Note

99.89 %

0.20 %

99.69 %
Total for Fixed Rate Notes
$ 998,900,000
$ 2,000,000
$ 996,900,000
Per Floating Rate Note

100.00 %

0.20 %

99.80 %
Total for Floating Rate Notes
$ 600,000,000
$ 1,200,000
$ 598,800,000
Total
$ 1,598,900,000
$ 3,200,000
$ 1,595,700,000

(1) The underwriters have agreed to reimburse the issuer for up to $800,000 of its out-of-pocket expenses, costs and fees.
See "Underwriting".

The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
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Corporation or any other governmental agency of the Kingdom of Spain, the United States or any other
jurisdiction.

We will 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") and Euroclear Bank S.A./N.V. (an indirect participant in DTC), as operator of the Euroclear
System ("Euroclear") on or about May 18, 2011, which will be the fifth New York business day following the date of
pricing of the Notes (such settlement period being referred to as "T+5"). 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 Securities
Citi
Deutsche Bank Securities
Goldman, Sachs & Co.

The date of this prospectus supplement is May 11, 2011.
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TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement
S-3
Forward-Looking Statements
S-3
Spanish Withholding Tax Requirements
S-4
Prospectus Supplement Summary
S-6
Risk Factors
S-12
Consolidated Ratio of Earnings to Fixed Charges
S-15
Use of Proceeds
S-15
Consolidated Capitalization and Indebtedness of the BBVA Group
S-16
BBVA U.S. Senior, S.A. Unipersonal
S-16
Certain Terms of the Notes and the Notes Guarantees
S-18
Spanish Tax Considerations
S-25
U.S. Tax Considerations
S-28
Underwriting (including Conflict of Interest)
S-29
Where You Can Find More Information
S-33
Validity of the Securities
S-33
Experts
S-33
Acupay System LLC Certification Procedures
S-34
ANNEX A Spanish Withholding Tax Documentation Procedures for Notes Held Through an
Account at DTC
S-A-1
ANNEX B Spanish Withholding Tax Documentation Procedures for Notes Held Through an
Account at Euroclear
S-B-1
ANNEX C Forms of Required Spanish Withholding Tax Documentation and Procedures for
Direct Refunds from Spanish Tax Authorities
S-C-1

Prospectus

Page

About This Prospectus
iii
Where You Can Find More Information
iv
Incorporation of Documents by Reference
iv
Forward-Looking Statements
1
Risk Factors
2
The BBVA Group
2
The Subsidiary Issuers
2
Consolidated Ratio of Earnings to Fixed Charges and Preference Dividends
5
Use of Proceeds
5
Consolidated Capitalization and Indebtedness of the BBVA Group
6
Description of BBVA Ordinary Shares
6
Description of BBVA American Depositary Shares
12
Description of Rights to Subscribe for Ordinary Shares
19
Preferred Securities
19
Description of the Notes and the Notes Guarantees
21
Spanish Tax Considerations
42
U.S. Tax Considerations
51
Benefit Plan Investor Considerations
58
Plan of Distribution
59
Validity of the Securities
61
Experts
61
Enforcement of Civil Liabilities
61

S-2
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ABOUT THIS PROSPECTUS SUPPLEMENT

References in this prospectus supplement to "we", "our", "us", "Guarantor" and "Bank" refer
to Banco Bilbao Vizcaya Argentaria, S.A. (including, as the context may require, acting through one
of its branches), unless the context otherwise requires, and references to "BBVA", and "BBVA
Group" refer to Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries (including
us), unless otherwise indicated or the context otherwise requires.

References in this prospectus supplement to "BBVA U.S. Senior" or the "Issuer" refer to BBVA
U.S. Senior, S.A. Unipersonal, unless the context otherwise requires.

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. 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.

References in this prospectus supplement to "Spain" refer to the Kingdom of Spain.

References in this prospectus supplement to "$", "US$", "U.S. dollars" and "dollars" refer to
United States dollars and "" and "euro" refer to euro.

You should rely only on the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We and the Issuer have not, and the
underwriters have not, authorized anyone to provide you with different information.

BBVA U.S. Senior is 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, BBVA U.S. Senior 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" 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.

FORWARD-LOOKING STATEMENTS

Some of the statements included in this prospectus supplement are forward-looking statements
within the meaning 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. 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",
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, 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 and certain documents incorporated by reference into this
prospectus supplement 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. 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.
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We have identified some of the risks inherent in forward-looking statements in "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 annual report on Form 20-F for the fiscal year ended December 31, 2010, which
we refer to as our 2010 Form 20-F, filed with the SEC on April 1, 2011 and incorporated by reference
into this prospectus supplement. Other factors could also adversely affect our and the Issuer's 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 Items in our 2010
Form 20-F 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:

· general political, economic and business conditions in Spain, the European Union ("EU"), Latin
America, the United States and other regions, countries or territories in which we operate;

· changes in applicable laws and regulations, including taxes;

· the monetary, interest rate and other policies of central banks in Spain, the EU, the United
States, Mexico and elsewhere;

· 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;

· ongoing market adjustments in the real estate sectors in Spain, Mexico and the United States;

· the effects of competition in the markets in which we operate, which may be influenced by
regulation or deregulation;

· changes in consumer spending and savings habits, including changes in government policies
which may influence investment decisions;

· our ability to hedge certain risks economically;

· the success of our acquisitions (including acquisition of a shareholding in Türkiye Garanti
Bankasi A..), divestitures, mergers and strategic alliances;

· our success in managing the risks involved in the foregoing, which depends, among other
things, on our ability to anticipate events that cannot be captured by the statistical models we
use; and

·

force majeure and other events beyond our control.

The forward-looking statements made in this prospectus supplement speak only as of the date of
this prospectus supplement. Neither we nor BBVA U.S. Senior 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 acquisition strategy or planned
capital expenditures or to reflect the occurrence of unanticipated events, and we and BBVA
U.S. Senior 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.

SPANISH WITHHOLDING TAX REQUIREMENTS

Potential investors should note the statements under "Spanish Tax Considerations" regarding the
tax treatment in Spain of interest payments received in respect of the Notes and the disclosure
requirements imposed by Law 13/1985 of May 25, as amended, on the Issuer and the Guarantor
relating to the identity and country of tax residence of owners of a beneficial interest in the Notes
(each, a "Beneficial Owner"). In particular, interest payments in respect of the Notes will be subject
to Spanish withholding tax if certain information regarding Beneficial Owners is not received by us
and the Guarantor in a timely manner.

Therefore, under Spanish law, interest payments in respect of the Notes will be subject to
withholding tax in Spain, currently at the rate of 19%, in the case of (i) individual Beneficial Owners
who are resident for tax purposes in Spain and (ii) Beneficial Owners who fail to comply with certain
information reporting obligations established by the Spanish legislation. Each of the Issuer and the
Guarantor is required pursuant to Spanish law and certain binding rulings interpreting that law to
submit to the Spanish tax authorities certain information relating to Beneficial Owners who receive
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interest payments on the Notes. Neither the Issuer nor the Guarantor will pay additional

S-4
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amounts in respect of any such withholding tax in any of the above cases. See "Spanish Tax
Considerations -- Evidencing of Beneficial Owner Residency in Connection with Interest Payments".

The Issuer, the Guarantor and The Bank of New York Mellon (in its capacity as paying agent and
for other limited purposes, the "paying agent") have arranged certain procedures with Acupay System
LLC ("Acupay"), DTC and Euroclear that are designed to facilitate the collection of the required
Beneficial Owner information through direct and indirect participants of DTC, including Euroclear.
These procedures are intended to facilitate the collection of information regarding the identity and
residence of Beneficial Owners who (i) are exempt from Spanish withholding tax requirements and
therefore entitled to receive payments in respect of the Notes free and clear of Spanish withholding
taxes and (ii) (a) are direct participants in DTC, (b) hold their interest through securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or maintain a direct or
indirect custodial relationship with a direct participant in DTC, including Euroclear (each such entity
an "indirect DTC participant"), or (c) hold their interests through direct DTC participants. These
procedures are set forth in Annexes A and B to this prospectus supplement.

If Acupay, DTC or Euroclear or the participants in DTC or Euroclear are unable to facilitate the
collection of such information, the Issuer may attempt to remove the Notes from DTC or Euroclear,
and this may affect the liquidity of the Notes. Provision has been made for the Notes to be represented
by certificated Notes in the event that the Notes cease to be held through DTC. See "Description of the
Notes and the Notes Guarantees -- Global Certificates" in the accompanying prospectus.

The tax certification procedures may be amended to comply with Spanish laws and regulations
and the operational requirements of DTC and Euroclear. Beneficial Owners must seek their own tax
advice to ensure that they comply with all procedures with respect to providing Beneficial Owner
information. None of the Issuer, the Guarantor, the underwriters, the paying agent, Acupay, DTC or
Euroclear assume any responsibility therefor.

Neither DTC nor Euroclear is under any obligation to continue to perform the tax
certification procedures described in Annexes A and B to this prospectus supplement and such
procedures may be modified or discontinued at any time. In addition, DTC may discontinue
providing its services as depositary with respect to the Notes at any time by giving reasonable
notice to the Issuer or paying agent.

The tax certification procedures provide that payments of interest through any direct DTC
participants that fail or for any reason are unable to comply with the procedures herein for the
provision of the required Beneficial Owner information in respect of Beneficial Owners who are
otherwise entitled to an exemption from Spanish withholding tax and who hold their beneficial
interests in the Notes through such participants, will be paid net of Spanish withholding tax in respect
of such beneficial interests in the Notes. In particular, should the required Beneficial Owner
information submitted by a direct DTC participant to Acupay be inconsistent with its election via the
DTC Elective Dividend Service ("EDS/Tax Relief Election") and DTC holdings in the Notes on any
Interest Payment Date (as defined herein), then such direct DTC participant will be paid net of Spanish
withholding tax with respect to such direct DTC's participant's entire holding in the Notes. If this
were to occur, affected Beneficial Owners who hold their beneficial interests in the Notes through
such direct DTC participant (other than Beneficial Owners who hold their beneficial interests in the
Notes through Euroclear or participants in Euroclear) would have to follow the Quick Refund
Procedures set forth in Annex A to this prospectus supplement, and affected Beneficial Owners who
hold their beneficial interests in the Notes through Euroclear or participants in Euroclear would have
to follow the Quick Refund Procedures set forth in Annex B to this prospectus supplement, or apply
directly to the Spanish tax authorities for any refund to which they may be entitled pursuant to the
procedures set forth in Annex C to this prospectus supplement.

The Issuer and the Guarantor, as applicable, may, in the future, withhold amounts from
payments for the benefit of Beneficial Owners who are subject to corporate income tax in Spain
if the Spanish tax authorities determine that the Notes do not comply with exemption
requirements specified in the Reply to a Consultation of the Directorate General for Taxation
(Dirección General de Tributos) dated July 27, 2004 or otherwise require such withholding to be
made. If this were to occur, neither the Issuer nor the Guarantor will pay additional amounts in
respect of such withholding. See "Spanish Tax Considerations" in this prospectus supplement
and "Spanish Tax Considerations" in the accompanying prospectus.
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