Bond BBVA Banco 3% ( US05946KAD37 ) in USD

Issuer BBVA Banco
Market price 100 %  ▲ 
Country  Spain
ISIN code  US05946KAD37 ( in USD )
Interest rate 3% per year ( payment 2 times a year)
Maturity 19/10/2020 - Bond has expired



Prospectus brochure of the bond BBVA US05946KAD37 in USD 3%, expired


Minimal amount 200 000 USD
Total amount 1 000 000 000 USD
Cusip 05946KAD3
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Detailed description BBVA is a Spanish multinational financial services corporation offering a wide range of banking, investment, and wealth management products and services globally.

An analysis of the **BBVA US05946KAD37 bond**, identified by CUSIP 05946KAD3, details a specific debt instrument issued by BBVA (Banco Bilbao Vizcaya Argentaria), a prominent Spanish multinational financial services company with a significant global presence; this security, denominated in USD, carried a 3% annual interest rate, paid semi-annually, and was part of a total issuance valued at $1,000,000,000, with a minimum acquisition size of $200,000; notably, this bond, issued from Spain, reached its maturity on October 19, 2020, and has since been fully redeemed at 100% of its face value, marking the completion of its lifecycle, and was assigned a 'Not Rated' (NR) status by both Standard & Poor's and Moody's rating agencies.







PROSPECTUS SUPPLEMENT
(To Prospectus dated July 25, 2013)
Banco Bilbao Vizcaya Argentaria, S.A.
$1,000,000,000 3.000% FIXED RATE SENIOR NOTES DUE 2020
The $1,000,000,000 fixed rate senior notes due 2020 (the "Notes") will bear interest at 3.000% per year. Interest on the
Notes will be payable on each April 20 and October 20 of each year, beginning on April 20, 2016, up to, and including,
October 20, 2020 (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 Banco Bilbao Vizcaya Argentaria, S.A. (the "Issuer").
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.558%
0.350%
99.208%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$995,580,000
$3,500,000
$992,080,000
(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 page S-
33, 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.
By its acquisition of any Notes, each holder (including each holder of a beneficial interest in a Note) will be
deemed to acknowledge, agree to be bound by, and consent to the terms of the Notes related to the exercise of the
Spanish Bail-in Power (as defined herein) set forth under "Certain Terms of the Notes--Agreement with Respect to
the Exercise of the Spanish Bail-in Power".
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 20,
2015, 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
Citigroup
Deutsche Bank Securities
Morgan Stanley
The date of this prospectus supplement is October 13, 2015.


TABLE OF CONTENTS
Prospectus Supplement
Page
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
About this Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Consolidated Ratio of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Consolidated Capitalization and Indebtedness of the BBVA Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Certain Terms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-18
Spanish Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-33
U.S. Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-43
Annex A Direct Refund from Spanish Tax Authorities Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-A-1
Prospectus
Page
About this Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
The BBVA Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
The Subsidiary Issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Consolidated Ratio of Earnings to Fixed Charges and Preference Dividends . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Description of Rights to Subscribe for Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Preferred Securities of BBVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Preferred Securities of BBVA International Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Description of the Notes of BBVA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Description of the Notes of BBVA U.S. Senior and BBVA Subordinated Capital and the Notes
Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Spanish Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
U.S. Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
S-1


NOTICE TO INVESTORS
Notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements, or
understandings between the Issuer and any holder, by purchasing any Notes offered hereunder, each holder
(including each holder of a beneficial interest in the Notes) acknowledges, accepts, consents and agrees to be
bound by: (i) the effect of the exercise of the Spanish Bail-in Power by the Relevant Spanish Resolution
Authority (as defined below), that may include and result in any of the following, or some combination thereof:
(1) the reduction of all, or a portion, of the Amounts Due (as defined below) on the Notes; (2) the conversion of
all, or a portion, of the Amounts Due on the Notes into shares, other securities or other obligations of the Issuer
or another person (and the issue to or conferral on the holder of any such shares, securities or obligations),
including by means of an amendment, modification or variation of the terms of the Notes; (3) the cancellation of
the Notes; (4) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest
payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a
temporary period; and (ii) the variation of the terms of the Notes, if necessary, to give effect to the exercise of the
Spanish Bail-in Power by the Relevant Spanish Resolution Authority. See "Certain Terms of the Notes--
Agreement with Respect to the Exercise of the Spanish Bail-in Power".
For these purposes, the "Amounts Due" with respect to the Notes means the principal amount of or
outstanding amount (if applicable), together with any accrued but unpaid interest, Additional Amounts (as
defined herein), premium (if any) and sinking fund payments (if any) due on the Notes. 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.
"Relevant Spanish Resolution Authority" refers to the Spanish Fund for the Orderly Restructuring of
Banks (Fondo de Restructuración Ordenada Bancaria) (the "FROB"), the European Single Resolution
Mechanism and, as the case may be, according to Law 11/2015 (as defined herein), the Bank of Spain and the
Spanish Securities Market Commission (CNMV) and any other entity with the authority to exercise the Spanish
Bail-in Power from time to time.
"Spanish Bail-in Power" means any write-down, conversion, transfer, modification, or suspension power
existing from time to time under, and exercised in compliance with any laws, regulations, rules or requirements
in effect in the Kingdom of Spain, relating to the transposition of the BRRD (as defined herein), as amended
from time to time, including, but not limited to (i) Law 11/2015, as amended from time to time, (ii) Regulation
(EU) No. 806/2014 of the European Parliament and of the Council of July 15, 2014 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 from time to time, and (iii) any other instruments, rules or standards made in
connection with either (i) or (ii), pursuant to which any obligation of a Regulated Entity (as defined below) (or
other affiliate of such Regulated Entity) can be reduced, cancelled, modified, or converted into shares, other
securities, or other obligations of such Regulated Entity or any other person (or suspended for a temporary
period).
"Regulated Entity" means any entity to which Law 11/2015 applies as provided under Article 1.2 of Law
11/2015, as amended from time to time, which includes certain credit institutions, investment firms, and certain
of their parent or holding companies. The Issuer is a Regulated Entity as of the date of this prospectus
supplement.
ABOUT THIS PROSPECTUS SUPPLEMENT
References in this prospectus supplement to "we", "our", "us", "Issuer" 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, unless otherwise indicated or 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. Unless otherwise indicated, references to
"holders" and "Noteholders" 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.
S-2


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 underwriters have not authorized anyone to
provide you with different information.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement,
may add, update or change information in the accompanying prospectus. If information in this prospectus
supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the
accompanying prospectus, this prospectus supplement, or the information incorporated by reference in this
prospectus supplement, will apply and will supersede that information in the accompanying prospectus.
We are offering the Notes for sale in those jurisdictions in the United States and elsewhere where it is lawful
to make such offers. The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the Notes in some jurisdictions may be restricted by law. If you possess this prospectus supplement
and the accompanying prospectus, you should find out about and observe these restrictions. This prospectus
supplement and the accompanying prospectus are not an offer to sell the Notes and neither we nor the
underwriters are soliciting an offer to buy the Notes in any jurisdiction where the offer or sale is not permitted or
where the person making the offer or sale is not qualified to do so or from any person to whom it is not permitted
to make such offer or sale. We refer you to the information under "Underwriting" 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 "future" or by the use of similar expressions or variations on such expressions, or
by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and
projections, are not guarantees of future performance and are subject to inherent risks, uncertainties and other
factors that could cause actual results to differ materially from the future results expressed or implied by such
forward-looking statements.
In particular, this prospectus supplement 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.
We have identified some of the risks inherent in forward-looking statements in "Risk Factors" in this
prospectus supplement, 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, 2014, filed with
the SEC on April 15, 2015 and incorporated by reference into this prospectus supplement (the "2014
Form 20-F"), in "Business Overview" and "Operating and Financial Review and Prospects" in our report on
Form 6-K furnished to the SEC on September 29, 2015 (SEC Accession No: 0001193125-15-332013) and
incorporated by reference into this prospectus supplement (the "1H15 6-K") and in "Item 4. Information on the
Company" and "Item 5. Operating and Financial Review and Prospects" in Exhibit 99.1 to our report on Form 6-
K furnished to the SEC on September 29, 2015 (SEC Accession No: 0001193125-15-331996) and incorporated
by reference
S-3


into this prospectus supplement (the "Recasted 6-K"). Other factors could also adversely affect our results or the
accuracy of forward-looking statements in this prospectus supplement and the accompanying prospectus, and you
should not consider the factors discussed here or in the sections in our 2014 Form 20-F, our 1H15 6-K or our
Recasted 6-K listed above to be a complete set of all potential risks or uncertainties. Other important factors that
could cause actual results to differ materially from those in forward-looking statements include, among others:
·
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 and provision requirements and
taxation, and steps taken towards achieving an EU fiscal and banking union;
·
the monetary, interest rate and other policies of central banks in the EU, Spain, the United States,
Mexico, Turkey and elsewhere;
·
changes or volatility in interest rates (including the impact of negative interest rates), foreign exchange
rates (including the euro to U.S. dollar exchange rate), asset prices, equity markets, commodity prices,
inflation or deflation;
·
changes 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 spending, saving and investment decisions;
·
adverse developments in emerging countries, in particular Latin America and Turkey, including
unfavorable political and economic developments, social instability and changes in governmental
policies, including expropriation, nationalization, international ownership legislation, interest-rate caps
and tax policies;
·
uncertanties arising from the results in election processes in different geographies in which we operate
such as the Spanish region of Catalonia, which may involve ultimately changes in laws, regulations and
policies;
·
our ability to hedge certain risks economically;
·
downgrades in our credit ratings or in the Kingdom of Spain's credit ratings;
·
the success of our acquisitions (including the recent acquisition of an additional stake in Türkiye
Garanti Bankasi A.S¸.), divestitures, mergers and strategic alliances;
·
our ability to make payments on certain substantial unfunded amounts relating to commitments with
personnel;
·
the performance of our international operations and our ability to manage such operations;
·
weaknesses or failures in BBVA Group's internal processes, systems (including information
technology systems) and security;
·
our success in managing the risks involved in the foregoing, which depends, among other things, on
our ability to anticipate events that are not 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. We do not intend to publicly update or revise these forward-looking statements to reflect
events or circumstances after the date of this prospectus supplement, including, without limitation, changes in our
business or acquisition strategy or planned capital expenditures or to reflect the occurrence of unanticipated
events, and we do not assume any responsibility to do so. You should, however, consult any further disclosures
of a forward-looking nature we may make in our other documents filed with, or furnished to, the SEC that are
incorporated by reference into this prospectus supplement.
S-4


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.
The BBVA Group
BBVA is a highly diversified international 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 31 countries, is based in Spain
and has substantial banking interests in Latin America, the United States, Europe and Turkey. The BBVA group
had consolidated assets of approximately 669 billion at June 30, 2015 and profit attributable to parent company
of approximately 2,759 million for the six months ended June 30, 2015.
Additional information about BBVA and its subsidiaries is included in the 2014 Form 20-F, the 1H15 6-K
and the Recasted 6-K, which are incorporated by reference in this document.
BBVA's principal executive offices are located at Calle de la Sauceda, 28, 28050 Madrid, Spain, and its
telephone number at that location is +34-91-537-7000.
Recent Developments
Transformation strategy and changes to organizational structure
In May 2015, BBVA's Board of Directors approved changes to BBVA's organizational structure with the
aim to accelerate its transformation. The new structure seeks to globally boost results in all franchises, increase
the development of digital products and services, transform the business model of each geographic market where
BBVA is present, accelerate cultural change at BBVA toward a more flexible and agile organization and add
critical competencies in key areas for transformation such as digital marketing, design of customer experience,
software development and big data. As part of the organizational changes implemented by BBVA, Carlos Torres
Vila was appointed president and chief operating officer. In addition, new units were created with the goal to
support BBVA's transformation strategy and changes were made to the composition and organizational structure
of certain areas of support and control within the BBVA Group.
S-5


The Offering Summary
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Banco Bilbao Vizcaya Argentaria, S.A.
Trustee and Paying Agent . . . . . . . . . . . . The Bank of New York Mellon will be acting, through its London
Branch, 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 . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 aggregate principal amount of fixed rate senior notes
due 2020. The Notes will bear the following CUSIP: 05946K AD3
and the following ISIN: US05946KAD37.
Issue Price . . . . . . . . . . . . . . . . . . . . . . . . 99.558%.
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . October 20, 2015.
Maturity Date . . . . . . . . . . . . . . . . . . . . . October 20, 2020.
Interest Payable on the Notes . . . . . . . . . The Notes will bear interest at 3.000% per year, payable on April
20 and October 20 of each year, beginning on April 20, 2016, up to,
and including, the Maturity Date.
Denomination, Minimum Purchase
Amount and Form; Clearing and
Settlement . . . . . . . . . . . . . . . . . . . . . . The Notes will be issued only in registered form in denominations of
$1,000 with increments of $1,000 thereafter. The minimum initial
purchase amount of the Notes is $200,000. 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 of BBVA--Global Certificates," in the accompanying
prospectus, occurs.
Status of the Notes . . . . . . . . . . . . . . . . . . The Notes will constitute direct, unconditional, unsubordinated and
unsecured indebtedness of the Issuer and will rank pari passu among
themselves and with all other unsubordinated and unsecured
indebtedness of the Issuer, but in the event of insolvency only to the
extent permitted 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.
The Notes will be effectively subordinated to all of the Issuer's
secured indebtedness, to the extent of the value of the assets securing
such indebtedness, and other obligations that rank senior under
Spanish law. As of June 30, 2015, the Issuer had an aggregate of
35,406 million of outstanding secured indebtedness and 11,122
million of outstanding unsecured indebtedness. For additional
information about the Issuer's principal transactions since June 30,
2015, see "Consolidated Capitalization and Indebtedness of the
BBVA Group".
S-6


The Notes are subject to, can be varied, or can change form, if
necessary, to give effect to, the exercise of the Spanish Bail-in Power
by the Relevant Spanish Resolution Authority.
Agreement with Respect to the Exercise
of Spanish Bail-in Power . . . . . . . . . . . Notwithstanding any other term of the Notes, the Indenture or any
other agreements, arrangements, or understandings between the Issuer
and any holder, by purchasing any Notes offered hereunder, each
holder (including each holder of a beneficial interest in the Notes)
acknowledges, accepts, consents and agrees to be bound by: (i) the
effect of the exercise of the Spanish Bail-in Power by the Relevant
Spanish Resolution Authority, that may include and result in any of
the following, or some combination thereof: (1) the reduction of all,
or a portion, of the Amounts Due on the Notes; (2) the conversion of
all, or a portion, of the Amounts Due on the Notes into shares, other
securities or other obligations of the Issuer or another person (and the
issue to or conferral on the holder of any such shares, securities or
obligations), including by means of an amendment, modification or
variation of the terms of the Notes; (3) the cancellation of the Notes;
(4) the amendment or alteration of the maturity of the Notes or
amendment of the amount of interest payable on the Notes, or the date
on which the interest becomes payable, including by suspending
payment for a temporary period; and (ii) the variation of the terms of
the Notes, if necessary, to give effect to the exercise of the Spanish
Bail-in Power by the Relevant Spanish Resolution Authority. See
"Certain Terms of the Notes--Agreement with Respect to the
Exercise of the Spanish Bail-in Power".
In addition, no repayment or payment of Amounts Due on the Notes
will 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 such amounts have been reduced, converted,
cancelled, amended or altered as a result of such exercise.
Early Redemption for Taxation or
Listing Reasons . . . . . . . . . . . . . . . . . . In the event of various tax law changes that would require the Issuer
to pay Additional Amounts on the Notes, the Issuer may redeem all,
but not less than all, of the Notes prior to maturity. See "Certain
Terms of the Notes--Redemption--Early Redemption for Taxation
or Listing Reasons" in this prospectus supplement.
In addition, if the Notes are not listed on an organized market in an
Organization for Economic Co-operation and Development
("OECD") country by the date that is 45 days prior to the initial
Interest Payment Date on the Notes, the Issuer 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--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 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 19.5% and 19% from January 1, 2016). If this
were to occur, owners of a beneficial interest in such 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.
S-7


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--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--Redemption--Optional Redemption of the Notes".
Purchases of the Notes . . . . . . . . . . . . . . The Issuer and any of its subsidiaries may at any time purchase the
Notes in the open market or otherwise and at any price in accordance
with any applicable laws and regulations.
Use of Proceeds . . . . . . . . . . . . . . . . . . . . We expect that the net proceeds from this offering, after deducting the
underwriters' discounts but before expenses, will be approximately
$992,080,000. The proceeds of the issue of the Notes, after deducting
the underwriters' discounts and paying any issue expenses, will be
used for the BBVA Group's general corporate purposes. See "Use of
Proceeds".
Spanish Tax Law Requirements . . . . . . . Under the regulations established by Royal Decree 1065/2007,
income obtained in respect of the Notes will not be subject to
withholding tax in Spain, provided certain requirements are met,
including that the Paying Agent provides the Issuer, in a timely
manner, with a duly executed and completed payment statement (the
"Payment Statement"). See "Spanish Tax Considerations--
Compliance with Certain Requirements in Connection with Income
Payments". For these purposes, "income" means interest paid on an
Interest Payment Date (as defined herein) or the amount of the
difference, if any, between the aggregate redemption price paid upon
the redemption of the Notes (or a portion thereof) and the aggregate
principal amount of such Notes (other than in the event of a
Redemption for Failure to List), as applicable.
If the Paying Agent fails to deliver a duly executed and completed
Payment Statement on a timely basis, in respect of an Interest
Payment Date or in connection with a redemption of Notes (other
than in the event of a Redemption for Failure to List), then the related
payment will be subject to Spanish withholding tax, currently at the
rate of 19.5% (19% from January 1, 2016). In such an event, the
Issuer will pay the relevant Noteholder such additional amounts as
may be necessary in order that the net amount received by such
Noteholder after such withholding equals the sum of the respective
amounts of principal, premium, if any, and interest, if any, which
would otherwise have been receivable in respect of the Notes in the
absence of such withholding.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.
Governing Law . . . . . . . . . . . . . . . . . . . . The Notes and the Indenture will be governed by and construed under
the laws of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state,
except that the authorization and execution by the Issuer of the
Indenture and the Notes and the issuance of the Notes shall be
governed by and construed in accordance with Spanish law.
S-8


Settlement . . . . . . . . . . . . . . . . . . . . . . . . The underwriters expect to deliver the Notes to purchasers in
registered form through DTC for credit to accounts of direct or
indirect participants in DTC, including Clearstream, Luxembourg and
Euroclear, on or about October 20, 2015 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").
Conflicts of Interest . . . . . . . . . . . . . . . . . BBVA Securities Inc. is a subsidiary of the Issuer. BBVA Securities
Inc. will conduct this offering in compliance with the requirements of
FINRA Rule 5121 of the Financial Industry Regulatory Authority,
Inc., which is commonly referred to as FINRA, regarding a FINRA
member firm's distribution of the securities of an affiliate and related
conflicts of interest. Neither BBVA Securities Inc. nor any of our
other affiliates may make sales in this offering to any discretionary
account without the specific written approval of the accountholder.
Risk Factors
Investing in the Notes involves risks. In addition to the information contained in or incorporated by
reference into this prospectus supplement, you should carefully consider the risk factors detailed under "Risk
Factors" in this prospectus supplement, under "Risk Factors" in the accompanying prospectus and under "Item 3.
Key Information--Risk Factors" in the 2014 Form 20-F.
S-9


Document Outline