Bond BBVA Banco 6.75% ( XS1190663952 ) in EUR

BBVA Banco

100 % ⇌

Spain

XS1190663952 ( in EUR )

6.75% per year ( payment 4 times a year)

Perpetual - Bond has expired

Prospectus brochure of the bond BBVA XS1190663952 in EUR 6.75%, expired

200 000 EUR

1 500 000 000 EUR

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 EUR, with the ISIN code XS1190663952, pays a coupon of 6.75% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

IMPORTANT NOTICE
THIS OFFERING CIRCULAR MAY ONLY BE DISTRIBUTED TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED IN REGULATION S (REGULATION S) UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) AND ARE OUTSIDE OF
THE UNITED STATES.
THIS OFFERING CIRCULAR MAY FURTHER NOT BE DISTRIBUTED, AND NO PUBLICITY
OF ANY KIND SHALL BE MADE, IN SPAIN. THE PREFERRED SECURITIES MUST NOT BE
OFFERED, DISTRIBUTED OR SOLD IN SPAIN OR TO SPANISH RESIDENTS AND ANY
SALE, TRANSFER OR ACQUISITION OF PREFERRED SECURITIES TO OR BY SPANISH
RESIDENTS IS FORBIDDEN IN ALL CASES. ANY TRANSFER OF PREFERRED
SECURITIES TO OR BY SPANISH RESIDENTS IS NOT PERMITTED AND SUCH TRANSFER
WILL BE CONSIDERED NULL AND VOID BY THE BANK. ACCORDINGLY, THE BANK
WILL NOT RECOGNISE ANY SPANISH RESIDENT AS A HOLDER OR BENEFICIAL
OWNER OF PREFERRED SECURITIES FOR ANY PURPOSE.
IMPORTANT: You must read the following notice before continuing. The following notice applies to
the attached offering circular following this notice (the Offering Circular), whether received by email,
accessed from an internet page or otherwise received as a result of electronic communication, and you are
therefore advised to read this notice carefully before reading, accessing or making any other use of the
Offering Circular. In reading, accessing or making any other use of the Offering Circular, you agree to be
bound by the following terms and conditions and each of the restrictions set out in the Offering Circular,
including any modifications made to them from time to time, each time you receive any information from
Banco Bilbao Vizcaya Argentaria, S.A. (the Bank) as a result of such access.
RESTRICTIONS: NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE PREFERRED SECURITIES OR ANY
COMMON SHARES IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO. THE PREFERRED SECURITIES AND THE COMMON SHARES TO BE
ISSUED AND DELIVERED IN THE EVENT OF ANY CONVERSION HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION. THE PREFERRED SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FORM, OR A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.
THIS OFFERING CIRCULAR IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED
ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE COMMUNICATION
OF THIS OFFERING CIRCULAR AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO
THOSE PERSONS FALLING WITHIN ARTICLE 12, ARTICLE 19(5) OR ARTICLE 49 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, OR
TO OTHER PERSONS TO WHOM THIS OFFERING CIRCULAR MAY OTHERWISE BE
DISTRIBUTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000, OR ANY PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE
MADE. THIS COMMUNICATION IS BEING DIRECTED ONLY AT PERSONS HAVING
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES
WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. NO OTHER PERSON SHOULD RELY ON
IT.
In addition to the above prohibition on the sale of the Preferred Securities in Spain or to Spanish
residents, the Preferred Securities are not intended to be sold and should not be sold to retail clients

in any other jurisdiction of the EEA, as defined in the rules set out in the Temporary Marketing
Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time
to time) other than in circumstances that do not and will not give rise to a contravention of those
rules by any person. Prospective investors are referred to the section headed "Restrictions on
marketing and sales to retail investors" on pages 3 and 4 of this Offering Circular for further
information.
CONFIRMATION OF YOUR REPRESENTATION: In order to be eligible to view the Offering
Circular or make an investment decision with respect to the Preferred Securities described herein, each
prospective investor in respect of the Preferred Securities must not be in Spain or a Spanish resident or a
retail client in any other jurisdiction of the EEA and must be a person other than a U.S. Person outside the
United States. By accessing, reading or making any other use of the Offering Circular, you shall be
deemed to have represented to the Joint Bookrunners (as defined in the Offering Circular) that (1) you
have understood and agree to the terms set out herein, (2) you are (or the person you represent is) not in
Spain or a Spanish resident and a person other than a retail client in any other jurisdiction of the EEA or a
U.S. Person outside the United States, and that the electronic mail (or e-mail) address to which, pursuant to
your request, the Offering Circular has been delivered by electronic transmission is not located in Spain or
the United States, its territories, its possessions and other areas subject to its jurisdiction; and its
possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands, (3) you consent to delivery by electronic transmission, (4) you will not transmit
the attached Offering Circular (or any copy of it or part thereof) or disclose, whether orally or in writing,
any of its contents to any other person except with the consent of the Joint Bookrunners and (5) you
acknowledge that you will make your own assessment regarding any legal, taxation or other economic
considerations with respect to your decision to subscribe for or purchase of any of the Preferred Securities.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person
into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the
contents of the Offering Circular, electronically or otherwise, to any other person and in particular to any
person in Spain or Spanish resident or to any U.S. Person or to any U.S. address. Failure to comply with
this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer and the Joint Bookrunners or any affiliate
of the Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to
be made by the Joint Bookrunners or such affiliate on behalf of the Bank in such jurisdiction.
Under no circumstances shall the Offering Circular constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the Preferred Securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. Recipients of the attached document who intend to subscribe for or
purchase the Preferred Securities are reminded that any subscription or purchase may only be made on the
basis of the information contained in this Offering Circular.
The Offering Circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Joint Bookrunners, the Bank or any affiliate of either of them, nor any person
who controls or is a director, officer, employee or agent of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in
electronic format and the hard copy version available to you on request from the Joint Bookrunners.
The distribution of the Offering Circular in certain jurisdictions may be restricted by law. Persons
into whose possession the attached document comes are required by the Joint Bookrunners and the
Bank to inform themselves about, and to observe, any such restrictions.

Offering Circular dated 11th February, 2015

Banco Bilbao Vizcaya Argentaria, S.A.
(incorporated with limited liability under the laws of Spain)
Series 3 1,500,000,000 Non-Step-Up Non-Cumulative Contingent Convertible
Perpetual Preferred Tier 1 Securities
Issue price: 100 per cent.
The Series 3 1,500,000,000 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities of 200,000 liquidation preference
each (the Preferred Securities) are being issued by Banco Bilbao Vizcaya Argentaria, S.A. (the Bank) on 18th February, 2015 (the Closing Date). The Bank
and its consolidated subsidiaries are referred to herein as the Group or as BBVA.
The Preferred Securities will accrue non-cumulative cash distributions (Distributions) (i) in respect of the period from (and including) the Closing Date to (but
excluding) 18th February, 2020 (the First Reset Date) at the rate of 6.750 per cent. per annum, and (ii) in respect of each period from (and including) the First
Reset Date and every fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Period), at the
rate per annum, converted to a quarterly rate in accordance with market convention, equal to the aggregate of 6.604 per cent. per annum and the 5-year Mid-
Swap Rate (as defined in the terms and conditions of the Preferred Securities (the Conditions)) for the relevant Reset Period. Subject as provided in the
Conditions, such Distributions will be payable quarterly in arrear on 18th May, 18th August, 18th November and 18th February in each year (each a
Distribution Payment Date).
All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank at any time on or after the First Reset Date, at the liquidation
preference of 200,000 per Preferred Security plus any accrued and unpaid Distributions for the then current Distribution Period (as defined in the Conditions)
to (but excluding) the date fixed for redemption (the Redemption Price), subject to the prior consent of the Regulator (as defined in the Conditions) and
otherwise in accordance with Applicable Banking Regulations then in force. The Preferred Securities are also redeemable on or after the Closing Date at the
option of the Bank in whole but not in part, at any time, at the Redemption Price if there is a Capital Event or a Tax Event (each as defined in the Conditions),
subject to the prior consent of the Regulator and otherwise in accordance with Applicable Banking Regulations then in force.
The Bank may elect, in its sole and absolute discretion to cancel the payment of any Distribution in whole or in part at any time that it deems necessary or
desirable and for any reason, including as further provided in Condition 3. Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any
Distribution (or part thereof) is not made in respect of the Preferred Securities then the right of the Holders to receive the relevant Distribution (or part thereof)
will be extinguished and the Bank will have no obligation to pay such Distribution (or part thereof), whether or not any future Distributions on the Preferred
Securities are paid. For further information, see Condition 3.
In the event of the occurrence of the Trigger Event (as defined in the Conditions), the Preferred Securities are mandatorily and irrevocably convertible
into newly issued ordinary shares in the capital of the Bank (Common Shares) at the Conversion Price (as defined in the Conditions). In the event of
the liquidation of the Bank, Holders will be entitled to receive (subject to the limitations described under "Conditions of the Preferred Securities"), in
respect of each Preferred Security, their respective liquidation preference of 200,000 plus any accrued and unpaid Distributions for the then current
Distribution Period to the date of payment of the liquidation distribution.
In addition, in the event of a Capital Reduction (as defined in the Conditions), the Preferred Securities are mandatorily and irrevocably convertible into Common
Shares unless a Holder elects that the Preferred Securities held by it shall not be so converted by delivery of a duly completed and signed Election Notice on or
before the 10th Business Day immediately following the Capital Reduction Notice Date (each as defined in the Conditions).
The Preferred Securities are expected, upon issue, to be assigned a Ba2 rating by Moody's Investors Services España, S.A. (Moody's) and a BB rating by Fitch
Ratings España SAU (Fitch Ratings) (Fitch). Each of Moody's and Fitch is established in the European Union and is registered under Regulation (EC)
No.1060/2009 (as amended) (the CRA Regulation). As such, each of Moody's and Fitch is included in the list of credit rating agencies published by the
European Securities and Markets Authority on its website in accordance with such Regulation. A rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The Preferred Securities will be issued in bearer form and will be represented by a global Preferred Security deposited on or about the Closing Date with a
common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg).
An investment in the Preferred Securities involves certain risks. For a discussion of these risks see "Risk Factors" beginning on page 7.
This Offering Circular does not comprise a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended. Application has been made to the
Irish Stock Exchange plc (the Irish Stock Exchange) for the Preferred Securities to be admitted to the Official List and trading on the Global Exchange Market
of the Irish Stock Exchange. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock
Exchange.
The Preferred Securities must not be offered, distributed or sold in Spain, or to Spanish Residents (as defined in the Conditions). In addition, neither
this Offering Circular nor any other document or materials in relation to the Preferred Securities shall be distributed in Spain and no publicity of any
kind shall be made in Spain. Any sale, transfer or acquisition of Preferred Securities to or by Spanish Residents is forbidden in all cases. See
"Subscription, Sale and Transfer - Spain".
In addition to the above prohibition on the sale of the Preferred Securities in Spain or to Spanish Residents, the Preferred Securities are not intended
to be sold and should not be sold to retail clients in any other jurisdiction of the EEA, as defined in the rules set out in the Temporary Marketing
Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time) other than in circumstances that do not
and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed "Restrictions on
marketing and sales to retail investors" on pages 3 and 4 of this Offering Circular for further information.
The Preferred Securities and any Common Shares to be issued and delivered in the event of any Conversion have not been, and will not be, registered under the
United States Securities Act of 1933 (the Securities Act) and are subject to United States tax law requirements. The Preferred Securities are being offered
outside the United States in accordance with Regulation S under the Securities Act (Regulation S), and may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act.
Global Coordinators, Structuring Advisors and Joint Bookrunners
Citigroup
UBS Limited

Joint Bookrunners
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays

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

The Preferred Securities have not been and will not be registered under the Securities Act and are
subject to United States tax law requirements. Subject to certain exceptions, Preferred Securities may
not be offered, sold or delivered in the United States or to U.S. persons.
In this Offering Circular, unless otherwise specified, references to , EUR or Euro are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union
pursuant to the Treaty establishing the European Community, as amended; and references to $,
U.S. dollars or U.S.$ are to the currency of the United States.
Words and expressions defined in the Conditions (see "Conditions of the Preferred Securities") shall
have the same meanings when used elsewhere in this Offering Circular unless otherwise specified.
This Offering Circular may only be used for the purposes for which it has been published. No person
is authorised to give information other than that contained herein and in the documents incorporated
by reference herein and which are made available for inspection by the public at the registered office
of the Bank and the specified office set out below of each Paying Agent (as defined in the Conditions).
Prior to making an investment decision, potential investors should consider carefully, in light of their
own financial circumstances and investment objectives, all the information contained in this Offering
Circular or incorporated by reference herein. A potential investor should not invest in the Preferred
Securities unless it has the expertise (either alone or with its financial and other professional
advisers) to evaluate how the Preferred Securities will perform under changing conditions, the
resulting effects on the value of the Preferred Securities and the impact this investment will have on
the potential investor's overall investment portfolio. See further "Risk Factors - Risks related to the
Preferred Securities generally - The Preferred Securities may not be a suitable investment for all
investors". If a potential investor is in any doubt about any of the contents of this Offering Circular, it
should obtain independent professional advice.
Restrictions on marketing and sales to retail investors
The Preferred Securities are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of securities such as the Preferred
Securities to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the FCA) published the
Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended
or replaced from time to time, the TMR) which took effect on 1st October, 2014. Under the rules set
out in the TMR (as amended or replaced from time to time, the TMR Rules), certain contingent write-
down or convertible securities, such as the Preferred Securities, must not be sold to retail clients in
the EEA and nothing may be done that would or might result in the buying of such securities or the
holding of a beneficial interest in such securities by a retail client in the EEA (in each case within the
meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR
Rules. The Preferred Securities are further subject to the below prohibition on the sale of the
Preferred Securities in Spain or to Spanish Residents.
Each of the Issuer and the Joint Bookrunners are required to comply with the TMR Rules. By
purchasing, or making or accepting an offer to purchase, any Preferred Securities from the Issuer
and/or any Joint Bookrunners, each prospective investor will be deemed to represent, warrant, agree
with and undertake to the Issuer and each of the Joint Bookrunners that:
(a)
it is not a Spanish Resident or a retail client in any other jurisdiction of the EEA (as defined
in the TMR Rules);

3

(b)
whether or not it is subject to the TMR Rules, it will not sell or offer the Preferred Securities
in Spain or to any Spanish Resident or retail clients in any other jurisdiction of the EEA or do
anything (including the distribution of this Offering Circular) that would or might result in
the buying of the Preferred Securities or the holding of a beneficial interest in the Preferred
Securities by any Spanish Resident or a retail client in any other jurisdiction of the EEA (in
each case within the meaning of the TMR Rules), other than (i) in relation to any sale of or
offer to sell Preferred Securities to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the TMR Rules by any
person and/or (ii) in relation to any sale of or offer to sell Preferred Securities to a retail
client in any EEA member state other than Spain or the United Kingdom, where (a) it has
conducted an assessment and concluded that the relevant retail client understands the risks of
an investment in the Preferred Securities and is able to bear the potential losses involved in
an investment in the Preferred Securities and (b) it has at all times acted in relation to such
sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC)
(MiFID) to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner
which would be in compliance with MiFID if it were to apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Preferred Securities, including any such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or suitability of an investment in
the Preferred Securities 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 from the Issuer 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.
PRESENTATION OF FINANCIAL INFORMATION
ACCOUNTING PRINCIPLES
BBVA maintains its financial books and records and prepares its consolidated financial statements in
euro in accordance with the International Financial Reporting Standards endorsed by the European
Union (hereafter, EU-IFRS), required to be applied under the Bank of Spain Circular 4/2004 of 22nd
December, 2004 (as amended thereafter) and with any other legislation governing financial reporting
applicable to the Group.
STABILISATION
In connection with the issue of the Preferred Securities, UBS Limited as stabilisation manager (the
Stabilisation Manager) (or persons acting on behalf of the Stabilisation Manager) may over-allot
Preferred Securities or effect transactions with a view to supporting the market price of the Preferred
Securities at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Preferred Securities is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
Preferred Securities and 60 days after the date of the allotment of the Preferred Securities. Any
stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or persons
acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules.

4

FINANCIAL INFORMATION
The following principles should be noted in reviewing the financial information contained in this
Offering Circular:

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

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

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

Certain numerical information in this Offering Circular may not sum due to rounding. In
addition, information regarding period-to-period changes is based on numbers which have not
been rounded.

5

SPANISH TAX RULES
Article 44 of Royal Decree 1065/2007 of 27th July (RD 1065/2007), as amended by Royal Decree
1145/2011 of 29th July (RD 1145/2011), sets out the reporting obligations applicable to preference
shares and debt instruments (including debt instruments issued at a discount for a period equal to or
less than twelve months) issued under the First Additional Provision of Law 10/2014 of 26th June, on
Organisation, Supervision and Solvency of Credit Entities (Law 10/2014). According to the ninth
Additional Provision of Law 27/2014 of 27th November on Corporate Income Tax (Law 27/2014),
such procedures apply to interest deriving from preference shares to which the First Additional
Provision of Law 10/2014 refers.
General
The procedure described in this Offering Circular for the provision of information required by
Spanish law and regulation is a summary only. None of the Bank or the Joint Bookrunners assume any
responsibility therefor.
NO HOLDING OF PREFERRED SECURITIES BY SPANISH RESIDENTS
Any sale, transfer or acquisition of Preferred Securities to or by Spanish Residents is forbidden in all
cases. Any transfer of Preferred Securities to or by Spanish Residents is not permitted and such
transfer will be considered null and void by the Bank. Accordingly, the Bank will not recognise any
Spanish Resident as a holder or beneficial owner of Preferred Securities for any purpose.

6

CONTENTS
Risk Factors ....................................................................................................................................................... 8
Overview of the Offering ................................................................................................................................. 47
Documents Incorporated by Reference ............................................................................................................ 52
Conditions of the Preferred Securities ............................................................................................................. 53
Use of Proceeds................................................................................................................................................ 92
Description of Banco Bilbao Vizcaya Argentaria, S.A.................................................................................... 93
Taxation ......................................................................................................................................................... 109
Subscription, Sale and Transfer ..................................................................................................................... 116
General Information ....................................................................................................................................... 120

7

RISK FACTORS
The Bank believes that the following factors may affect its ability to fulfil its obligations under the
Preferred Securities. Most of these factors are contingencies which may or may not occur and the
Bank is not in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with
the Preferred Securities are also described below.
The Bank believes that the factors described below represent the principal risks inherent in investing
in the Preferred Securities, but the non-payment by the Bank of any distributions, liquidation
preferences or other amounts on or in connection with the Preferred Securities may occur for other
reasons and the Bank does not represent that the statements below regarding the risks of holding the
Preferred Securities are exhaustive. Prospective investors should also read the detailed information
set out elsewhere in, or incorporated by reference into, this Offering Circular and reach their own
views prior to making any investment decision.
FACTORS THAT MAY AFFECT THE BANK'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE PREFERRED SECURITIES
The Bank is subject to substantial regulation, and regulatory and governmental oversight.
Adverse regulatory developments or changes in government policy could have a material
adverse effect on its business, results of operations and financial condition
The financial services industry is among the most highly regulated industries in the world. The Bank's
operations are subject to on-going regulation and associated regulatory risks, including the effects of
changes in laws, regulations, policies and interpretations, in Spain, the European Union, the United
States and the other markets where it operates. This is particularly the case in the current market
environment, which is witnessing increased levels of government and regulatory intervention in the
banking sector which the Bank expects to continue for the foreseeable future. As a result, the Bank
may further be subject to an increasing incidence or amount of liability or regulatory sanctions and
may be required to make greater expenditures and devote additional resources to address potential
liability. The regulations which most significantly affect the Bank, or which could most significantly
affect the Bank in the future, include regulations relating to capital and provisions requirements,
which have become increasingly more strict in the past three years, steps taken towards achieving a
fiscal and banking union in the European Union, and regulatory reforms in the United States. These
risks are discussed in further detail below.
In addition, the Bank is subject to substantial regulation relating to other matters such as liquidity. The
Bank considers that future liquidity standards could require it to maintain a greater proportion of its
assets in highly-liquid but lower-yielding financial instruments, which would negatively affect the
Bank's net interest margin.
The Bank is also subject to other regulations, such as those related to anti-money laundering, privacy
protection and transparency and fairness in customer relations.

Moreover, the Bank's regulators, as part of their supervisory function, periodically review the Bank's
allowance for loan losses. Such regulators may require the Bank to increase its allowance for loan
losses or to recognise further losses. Any such additional provisions for loan losses, as required by
these regulatory agencies, whose views may differ from those of the Bank's management, could have
an adverse effect on the Bank's earnings and financial condition.

8