Bond BBVA Banco 4.664% ( US055299AL58 ) in USD

Issuer BBVA Banco
Market price 100 %  ⇌ 
Country  Spain
ISIN code  US055299AL58 ( in USD )
Interest rate 4.664% per year ( payment 2 times a year)
Maturity 09/10/2015 - Bond has expired



Prospectus brochure of the bond BBVA US055299AL58 in USD 4.664%, expired


Minimal amount 1 000 USD
Total amount 2 000 000 000 USD
Cusip 055299AL5
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description 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 US055299AL58, pays a coupon of 4.664% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/10/2015

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US055299AL58, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by BBVA Banco ( Spain ) , in USD, with the ISIN code US055299AL58, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Supplement
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424B5 1 d419521d424b5.htm PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE


Amount
to be
Amount of
Title of Class of Securities Offered

Registered

Registration Fee
Fixed Rate Notes due 2015

$2,000,000,000
$272,800


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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-167820
(a wholly-owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A.)
$2,000,000,000 4.664% SENIOR NOTES DUE 2015
unconditionally and irrevocably guaranteed, as described in the prospectus, by
The $2,000,000,000 senior notes due 2015 (the "Notes") will bear interest at 4.664% per year. Interest on the Notes will be
payable on each April 9 and October 9 of each year, beginning on April 9, 2013, up to, and including, October 9, 2015 (the
"Maturity Date"). The Notes will mature at 100% of their principal amount on the Maturity Date.
Subject to applicable law, the Notes 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-10 of this prospectus supplement and page
2 of the accompanying prospectus as well as in the documents incorporated by reference.

Underwriting
Proceeds, before
Discounts and
Expenses to the


Issue Price

Commissions(1)

Issuer

Per Note

100.00%

00.25%

99.75%
(1) The underwriters have agreed to reimburse the issuer for certain of its out-of-pocket expenses, costs and fees. See
"Underwriting".
Potential investors should review the summary set forth in "Spanish Tax Considerations", beginning on S-24, regarding
the tax treatment in Spain of income obtained in respect of the Notes.
The Notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency of the 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") for credit to accounts of direct or indirect participants in DTC, including Clearstream Banking, société anonyme,
Luxembourg ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about October 10, 2012, which will
be the third New York business day following the date of pricing of the Notes (such settlement period being referred to as "T+3").
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
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Senior Co-Manager


The date of this prospectus supplement is October 4, 2012.
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TABLE OF CONTENTS


Prospectus Supplement



PAGE
About this Prospectus Supplement
S-2

Forward-Looking Statements
S-2

Prospectus Supplement Summary
S-4

Risk Factors
S-10

Consolidated Ratio of Earnings to Fixed Charges
S-14

Use of Proceeds
S-15

Consolidated Capitalization and Indebtedness of the BBVA Group
S-16

BBVA U.S. Senior, S.A. Unipersonal
S-17

Certain Terms of the Notes and the Notes Guarantee
S-18

Spanish Tax Considerations
S-24

U.S. Tax Considerations
S-27

Underwriting
S-28

Where You Can Find More Information
S-32

Validity of the Securities
S-32

Annex A Direct Refund from Spanish Tax Authorities Procedures
S-A-1
Prospectus

About This Prospectus
ii

Where You Can Find More Information
iii

Incorporation of Documents by Reference
iii

Forward-Looking Statements
1

Risk Factors
2

The BBVA Group
3

The Subsidiary Issuers
4

Consolidated Ratio of Earnings to Fixed Charges
6

Use of Proceeds
7

Consolidated Capitalization and Indebtedness of the BBVA Group
8

Description of BBVA Ordinary Shares
9

Description of BBVA American Depositary Shares
14

Description of Rights to Subscribe for Ordinary Shares
22

Preferred Securities
23

Description of the Notes and the Notes Guarantees
25

Spanish Tax Considerations
45

U.S. Tax Considerations
54

Benefit Plan Investor Considerations
61

Plan of Distribution
62

Validity of the Securities
64

Experts
64

Enforcement of Civil Liabilities
64


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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, 2011, which we refer to
as our 2011 Form 20-F, filed with the SEC on April 26, 2012 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 2011 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 increased capital requirements and laws relating to the restructuring

of credit institutions;


· 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, 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.

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PROSPECTUS SUPPLEMENT SUMMARY
The following summary of certain general features of the offering does not purport to be complete and is taken from and
qualified in its entirety by the detailed information appearing elsewhere, or incorporated by reference in this prospectus
supplement and the accompanying prospectus.
BBVA U.S. Senior, S.A. Unipersonal
BBVA U.S. Senior is a limited liability company (sociedad anónima) organized under the laws of Spain, and is a direct
wholly-owned subsidiary of the Bank. BBVA U.S. Senior has no subsidiaries.
The registered office of BBVA U.S. Senior is Gran Vía, 1, 48001 Bilbao, Spain, and its principal executive offices are
located at Paseo de la Castellana, 81, 28046 Madrid, Spain (telephone number: +34-91-537-7000).
The BBVA Group
BBVA is a highly diversified financial group, with strengths in the traditional banking businesses of retail banking, asset
management, private banking and wholesale banking. It also has a portfolio of investments in some of Spain's leading companies.
BBVA, which operates in over 32 countries, is based in Spain and has substantial banking interests in Latin America, the United
States, Europe and Asia. The BBVA group had consolidated assets of 622 billion at June 30, 2012 and net income attributed to
parent company of 1,510 million for the six months ended June 30, 2012.
Additional information about BBVA and its subsidiaries is included in the 2011 Form 20-F, which is incorporated by
reference in this document.
BBVA's principal executive offices are located at Paseo de la Castellana, 81, 28046 Madrid, Spain, and its telephone
number at that location is +34-91-537-7000.
Recent Developments
Royal Decree-Law 2/2012 and Royal Decree-Law 18/2012
As mentioned in Note 2.4 to the interim consolidated financial statements that are included in the Form 6-K filed with the
SEC on October 2, 2012 and incorporated by reference herein, Royal Decree-Law 2/2012, of February 3, on the restructuring of
the financial sector ("Royal Decree-Law 2/2012"), provides that Spanish credit institutions have to set aside additional
provisions for impairment of assets linked to the real estate sector in Spain before December 31, 2012. Subsequently, Royal
Decree-Law 18/2012, of May 11, on the restructuring and sale of real estate assets in the financial sector ("Royal Decree-Law
18/2012"), established that additional coverage be provided as of December 31, 2012, for the performing real estate loan
portfolios of Spanish credit institutions.
The total estimated gross amount of the new provisions required by the two Royal Decree-Laws referred to above were
publicly disclosed in two reports on Form 6-K furnished to the SEC by BBVA on February 7 and May 14, 2012, respectively, and
total, in the aggregate, approximately 4,600 million (2,800 million for Royal Decree-Law 2/2012 and 1,800 million for Royal
Decree-Law 18/2012), or approximately 3,200 million net of tax. These amounts have been reflected in the plans prepared by
the BBVA Group (which include detailed measures for our compliance with the two Royal Decree-Laws referred to above) in
accordance with such Royal Decree-Laws, and have been approved by the Bank of Spain.
As of June 30, 2012, the BBVA Group had allowance for losses of 1,434 million to cover the gross impact of the Royal
Decree-Laws mentioned above, of which 1,234 million are recorded in the consolidated income statement for the six months
ended June 30, 2012, to reflect the impairment of assets included within the scope of such Royal Decree-Laws, due to the fall in
the value of these assets in the first half of 2012.


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In addition, Royal Decree-Law 2/2012 lays down an additional percentage of minimum capital for certain asset portfolios,
evaluated as of December 31, 2011, which, according to our estimates, amounts to approximately 1,300 million. This
requirement has not generated any impact, since as of December 31, 2011, the BBVA Group's capital base was higher than the
minimum required (see Note 33 to the interim consolidated financial statements that are included in the Form 6-K filed with the
SEC on October 2, 2012 and incorporated by reference herein).
Independent Stress Tests
On May 21, 2012, the Ministry of Economy and Competitiveness and the Bank of Spain agreed to contract independent
auditors to carry out an assessment of the balance sheets of the Spanish banking system.
An aggregate analysis was carried out to test the resilience of the Spanish banking sector to a scenario of a severe additional
downturn in the Spanish economy. On June 21, 2012, the conclusions of this analysis were made public. They specified the
additional capital requirements for the Spanish banking sector as a whole.
Additionally, a disaggregated exercise is also being carried out to determine the capital requirements of each entity, in
accordance with the individual risk profile of each such entity. On September 28, 2012, the results of the Spanish banking sector
stress test made by an independent consulting firm were disclosed by the Bank of Spain. Pursuant to such test, the capital ratio
(common equity tier 1) of the BBVA Group in the most adverse scenario described therein was estimated to be above the
minimum required.
Memorandum of Understanding
On June 25, 2012, the Spanish government formally requested the European Union financial aid to recapitalize certain
Spanish financial institutions. The details and conditions of the related Memorandum of Understanding on Financial-Sector Policy
reached ("MoU") were announced on July 20, 2012. The MoU establishes an additional series of conditions to be met by Spanish
financial institutions, including those that have no capital deficits. Such conditions include the compliance with the EBA's Core
Tier 1 ratio of 9% and new financial reporting requirements on capital, liquidity and loan portfolio quality.
Among other measures required by the MoU, the Spanish Government recently enacted Royal Decree-Law 24/2012 of
August 31, on the restructuring and dissolution of credit institutions. In addition, given that the MoU calls for the strengthening of
the overarching regulatory framework of the Spanish banking sector, additional reforms concerning items such as loan loss
provisioning, credit concentration, related party transactions, governance structure, transparency rules, consumer protection,
securities legislation and the supervisory framework are likely to be implemented in the near term as the MoU includes a deadline
of March 2013. We cannot predict the impact that any such items will have on BBVA.


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The Offering Summary
Issuer
BBVA U.S. Senior, S.A. Unipersonal
Guarantor
Banco Bilbao Vizcaya Argentaria, S.A.
Trustee and Paying Agent
The Bank of New York Mellon will be acting as the trustee and paying agent
with respect to the Notes under, and as such terms are defined in, the Indenture
(as defined herein).
Notes Offered
$2,000,000,000 aggregate principal amount of 4.664% senior notes due 2015.
The Notes will bear the following CUSIP: 055299 AL5 and the following ISIN:
US055299AL58.
Issue Price
100.00%.
Issue Date
October 10, 2012.
Maturity
October 9, 2015.
Interest Payable on the Notes
The Notes will bear interest at 4.664% per year, payable on each April 9 and
October 9 of each year, beginning on April 9, 2013, up to, and including, the
Maturity Date.
Form and Minimum Purchase Amount;
Clearing and Settlement
The minimum purchase amount of the Notes is $200,000 and all payments on or
in respect of the Notes will be made in U.S. dollars. The Notes will be initially
represented by one or more global security certificates (each, a "Global
Certificate") which will be deposited with a custodian for DTC and Notes
represented thereby will be registered in the name of Cede & Co., as nominee
for DTC. Beneficial interests in the Notes will be shown on, and transfers
thereof will be effected only through, the book-entry records maintained by DTC
and its participants. You will not receive certificated notes (as defined in the
accompanying prospectus) unless one of the events described under the heading
"Description of the Notes and the Notes Guarantees -- Global Certificates," in
the accompanying prospectus, occurs.
Status of the Notes
The Notes will constitute direct, unconditional and unsecured indebtedness of
the Issuer and will rank pari passu among themselves and with all other
unsubordinated and unsecured indebtedness of the Issuer, except as the Issuer's
obligations may be limited by Law 22/2003 (Ley Concursal) dated July 9,
2003, as amended, regulating insolvency proceedings in Spain, or other laws
relating to or affecting the enforcement of creditors' rights in Spain.
Early Redemption for Taxation or Listing
Reasons
In the event of various tax law changes that would require the Issuer or the
Guarantor, as the case may be, to pay Additional Amounts (as defined herein)
and other limited circumstances as described under "Certain Terms of the Notes
and the Notes Guarantee -- Early Redemption for Taxation or Listing Reasons"
in this prospectus supplement and "Description of the Notes and the Notes
Guarantees -- Optional Tax Redemption" in the accompanying prospectus the
Issuer may redeem all, but not less than all, of the Notes prior to maturity.


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In addition, if the Notes are not listed on an organized market in an OECD
country no later than 45 days prior to the initial Interest Payment Date on the
Notes, the Issuer or the Guarantor, as the case may be, may, at its election and
having given not less than 15 days' notice to the holders of the Notes in
accordance with the terms described under the heading "Certain Terms of the
Notes and the Notes Guarantee -- Notices", redeem all of the outstanding Notes
(any such redemption, a "Redemption for Failure to List"). In the event of a
Redemption for Failure to List of the Notes, the Issuer or the Guarantor, as the
case may be, will be required to withhold tax and will pay any income in
respect of the Notes redeemed net of the Spanish withholding tax applicable to
such payments (currently 21%). If this were to occur, owners of a beneficial
interest in the Notes (each, a "Beneficial Owner") would have to follow the
Direct Refund from Spanish Tax Authorities Procedures set forth in Annex A to
this prospectus supplement in order to apply directly to the Spanish tax
authorities for any refund to which they may be entitled.
Optional Redemption of the Notes
The Issuer may, at its election and having given not less than 30 nor more than
60 days' notice to the holders of the Notes in accordance with the terms
described under the heading "Certain Terms of the Notes and the Notes
Guarantee -- Notices", redeem from time to time all or a portion of the
outstanding Notes at a redemption price determined in the manner set forth in
this prospectus supplement. See "Certain Terms of the Notes and the Notes
Guarantee -- Optional Redemption of the Notes".
Purchases of the Notes
The Issuer and the Guarantor and any of their respective subsidiaries may at any
time purchase the Notes in the open market or otherwise and at any price.
Guarantee
The payment of any principal of and interest on the Notes and Additional
Amounts (as defined herein) or any other amounts of whatever nature which may
become payable under the Notes or the Indenture (as defined herein) are
irrevocably and unconditionally guaranteed by the Guarantor as explained under
"Description of the Notes and Notes Guarantees -- Senior Notes and Senior
Guarantees" in the accompanying prospectus.
The Guarantee constitutes a direct, unconditional, unsubordinated and unsecured
obligation of the Guarantor and will at all times rank pari passu with all other
unsubordinated and unsecured indebtedness of the Guarantor, except as the
Guarantor's obligations may be limited by Law 22/2003 (Ley Concursal) dated
July 9, 2003, as amended, regulating insolvency proceedings in Spain, or other
laws relating to or affecting the enforcement of creditors' rights in Spain.
For a full description of the Guarantee, see "Description of the Notes and the
Notes Guarantees" in the accompanying prospectus.
As of June 30, 2012, the Guarantor had an aggregate of 58.4 billion of
outstanding secured indebtedness and 31.7 billion of outstanding unsecured
indebtedness. For additional information about the Guarantor's principal
transactions since June 30, 2012, see "Consolidated Capitalization and
Indebtedness of the BBVA Group".


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