Obligation BBVA Global Financials 0% ( XS2177597064 ) en USD

Société émettrice BBVA Global Financials
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS2177597064 ( en USD )
Coupon 0%
Echéance 21/05/2025 - Obligation échue



Prospectus brochure de l'obligation BBVA Global Markets XS2177597064 en USD 0%, échue


Montant Minimal 2 000 USD
Montant de l'émission 1 631 000 USD
Description détaillée BBVA Global Markets est la division de marchés financiers de BBVA, offrant des services de banque d'investissement, de trading et de gestion d'actifs à une clientèle institutionnelle mondiale.

L'Obligation émise par BBVA Global Financials ( Pays-bas ) , en USD, avec le code ISIN XS2177597064, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2025







BASE PROSPECTUS

BBVA Global Markets B.V.
(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under Dutch law with its seat in Amsterdam, the Netherlands but its tax residency in Spain)
4,000,000,000 Structured Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Banco Bilbao Vizcaya Argentaria, S.A.
(incorporated with limited liability in Spain)
Under this 4,000,000,000 Structured Medium Term Note Programme (the "Programme"), BBVA Global Markets B.V. (the "Issuer") may from time to time
issue notes (the "Notes") denominated in any currency agreed with the relevant Dealer (as defined below).
This document (this "Base Prospectus") constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (as defined below). The terms
and conditions of the Notes (the "Conditions") will comprise the General Conditions, each Annex specified as applicable in the completed Final Terms (each as
defined below). This Base Prospectus, any supplement to this Base Prospectus (a "Supplement to this Base Prospectus"), any applicable Annex and the Final
Terms for a Series will comprise the "Offering Documents".
The satisfaction of the Issuer's economic obligations (in cash and in deliverable assets) in respect of the Notes will be unconditionally and irrevocably
guaranteed pursuant to a Guarantee (the "Guarantee") entered into by Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA" or the "Guarantor"). The Guarantor
and its consolidated subsidiaries are referred to herein as the "Group".
Notes may be issued in bearer, registered or in dematerialised book-entry form (respectively "Bearer Notes", "Registered Notes" and "Book-Entry Notes").
Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more indices
("Index Linked Notes"), one or more shares or depositary receipts ("Equity Linked Notes"), one or more inflation indices ("Inflation Linked Notes"), one or
more exchange traded fund shares ("ETF Linked Notes"), fund shares or units ("Fund Linked Notes"), the credit of a specified entity or entities ("Credit
Linked Notes"), one or more foreign exchange rates ("Foreign Exchange (FX) Rate Linked Notes") or any combination thereof ("Combination Notes") as
more fully described herein. Notes may provide that settlement will be by way of cash settlement ("Cash Settled Notes") or physical delivery ("Physically
Settled Notes") as provided in the Final Terms.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 4,000,000,000 (or its equivalent in
other currencies). Notes may be issued on a continuing basis to one or more dealers appointed from time to time by the Issuer (the "Dealers" and each a
"Dealer"). References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than
one Dealer, be to all Dealers agreeing to subscribe for such Notes as designated in each specific issue of Notes.
Potential investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider
the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. An investment in Notes may
involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of their Notes. For a discussion of
these risks see the "Risk Factors" section on pages 41 to 99 below.
This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC, as amended or superseded. The
Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to Directive 2003/71/EC, as
amended or superseded. References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed and
admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") or any other stock exchange
specified in the Final Terms of the Notes. Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU as amended (the "MiFID II").
Notes must not be offered, distributed or sold in Spain or to Spanish Residents (as defined in "Subscription and Sale and Transfer and Selling Restrictions ­
Spain"). In addition, neither the Offering Documents nor any other marketing materials in relation to the Notes shall be distributed in Spain, and no publicity of
any kind shall be made in Spain. The sale, transfer, or acquisition of Implicit Yield Notes (as defined in General Condition 2(j)), including, but not limited to,
Zero Coupon Notes, to or by individuals (personas físicas) who are tax resident in Spain (each a "Spanish Individual") is forbidden in all cases.
The Notes, the Guarantee and any Entitlement(s) (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act ("Regulation S") unless an exemption from the registration requirements of the Securities Act is available
and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See "Form of the Notes" for a description of the
manner and form in which Notes will be issued. The Notes are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling
Restrictions". Notes may be offered in the United States to U.S. persons that are "qualified institutional buyers" (each a "QIB") as defined in Rule 144A under
the Securities Act ("Rule 144A") who are also "qualified purchasers" (each a "QP") within the meaning of Section 2(a)(51)(A) of the United States Investment
Company Act of 1940, as amended (the "1940 Act") and the rules and regulations thereunder, by BBVA Securities Inc. (in such capacity, the "Initial
Purchaser"). The Notes, the Guarantee and any Entitlement(s) do not constitute, and have not been marketed as, contracts of sale of a commodity for future
delivery (or options thereon) subject to the United States Commodity Exchange Act, as amended (the "CEA"), and trading in the Notes has not been approved
by the U.S. Commodity Futures Trading Commission pursuant to the CEA.

IMPORTANT ­ EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU, as amended or superseded (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Directive 2003/71/EC, as amended or superseded, (the "Prospectus Directive"). Consequently no key information document required by Regulation




1




(EU) No 1286/2014, as amended or superseded (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation.
MiFID II PRODUCT GOVERNANCE/TARGET MARKET ­ The applicable Final Terms in respect of any Notes may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
EU BENCHMARK REGULATION ­ Amounts payable under the Notes or assets deliverable under the Notes may be calculated or otherwise determined by
reference to certain reference rates, indices or other variables, which may constitute a benchmark under the Benchmark Regulation (EU Regulation
2016/1011 ­ "BMR"). If any such reference rate, index or variable does constitute such a benchmark, the relevant Final Terms will indicate whether or not
the administrator thereof is included in the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the BMR. Not every reference rate, index or variable will fall within the scope of the Benchmarks
Regulation. Furthermore, transitional provisions in the BMR may have the result that the administrator of a particular benchmark is not required to appear
in the register of administrators and benchmarks at the date of the relevant Final Terms. The registration status of any administrator under the BMR is a matter
of public record and, save where required by applicable law, the Issuer does not intend to update any Final Terms to reflect any change in the registration status
of any administrator.
The Issuer is incorporated under Dutch law and has its seat in Amsterdam, the Netherlands but has its tax residency in Spain. The Guarantor is
incorporated and has its tax residency in Spain. Potential investors should note the statements on pages 418 to 424 (inclusive) regarding the tax
treatment in Spain of income obtained in respect of the Notes.
The Issuer and the Guarantor may agree with the relevant Dealer that Notes may be issued in a form not contemplated by the "Terms and Conditions of the
Notes" set out herein, in which event a Supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Arranger
Banco Bilbao Vizcaya Argentaria, S.A.
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
BBVA Securities Inc.
The date of this Base Prospectus is 18 June 2019.




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Application has been made to Euronext Dublin for the Notes issued under the Programme during the period of
twelve months after the date of this Base Prospectus to be admitted to the Official List of Euronext Dublin (the
"Official List") and to trading on its regulated market.
This Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent
authority under the Prospectus Directive. "Prospectus Directive" means Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU), and includes, for the purposes of this Base Prospectus only, any relevant
implementing measure in a relevant Member State of the European Economic Area. The Central Bank only
approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the
Prospectus Directive.
Such approval relates only to the Notes which are to be admitted to trading on the regulated market of Euronext
Dublin or other regulated markets for the purposes of Directive 2014/65/EU, as amended, of the European
Parliament and of the Council (the "MiFID II") or which are to be offered to the public in any Member State of
the EEA.
Notice of the Aggregate Nominal Amount of Notes, interest (if any) payable in respect of Notes, the issue price
of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which will be
filed with the Central Bank and published on the website of Euronext Dublin (www.ise.ie). Copies of the Final
Terms will be available from the specified office set out below of the Principal Paying Agent (as defined
below).
The Issuer and the Guarantor (the "Responsible Persons") accept responsibility for the information contained in
this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of
the knowledge of the Responsible Persons (each having taken all reasonable care to ensure that such is the case)
the information contained in this Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis
that such documents are incorporated and form part of this Base Prospectus.
The language of this Base Prospectus is English. Any foreign language text that is included with or within this
document has been included for convenience purposes only and does not form part of this Base Prospectus.
The Dealer(s) have not independently 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
Dealer(s) as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme.
No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme.
No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any
representation not contained in or not consistent with (a) this Base Prospectus or (b) any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the
Dealer(s).
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantor or any of the Dealer(s) that any recipient of this Base Prospectus
or any other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue
of any Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or any of the
Dealer(s) to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct
at any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same. The
Dealer(s) expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor




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during the life of the Programme or to advise any investor in the Notes of any information coming to their
attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Guarantor and the Dealer(s) do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Guarantor or the Dealer(s) which is intended to permit a public offering of any Notes or distribution
of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither the Offering Documents nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession the Offering Documents
or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of
the Offering Documents and the offering and sale of Notes. In particular, there are restrictions on the
distribution of the Offering Documents and the offer or sale of Notes in, without limitation, Japan, the United
States and the EEA (including, without limitation, the United Kingdom, Spain, the Republic of Italy, Germany
and France) (see "Subscription and Sale and Transfer and Selling Restrictions").
The Notes will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in
Switzerland. This document does neither constitute a listing prospectus within the meaning of the listing rules of
the SIX Swiss Exchange nor any other regulated trading facility in Switzerland or a simplified prospectus as
such term is defined in the Swiss Collective Investment Scheme Act ("CISA") nor an issuance prospectus in
accordance with the Swiss Code of Obligations. The Notes do not constitute a collective investment scheme
within the meaning of the CISA. Therefore, they are not subject to authorisation by the Swiss Financial
Market Supervisory Authority FINMA and potential investors do not benefit from the specific investor
protection provided under the CISA. Investors bear the credit risk of the Issuer and the Guarantor.
Notes must not be offered, distributed or sold in Spain or to Spanish Residents (as defined in "Subscription and
Sale and Transfer and Selling Restrictions ­ Spain"). In addition, neither the Offering Documents nor other
marketing materials in relation to the Notes shall be distributed in Spain, and no publicity of any kind shall be
made in Spain.
None of the Issuer, the Guarantor or the Dealer(s) makes any representation to any investor in the Notes
regarding the legality of its investments under any applicable laws. Any investor in the Notes should be able to
bear the economic risk of an investment in the Notes for an indefinite period of time.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional advisors,
whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable Supplement to this Base Prospectus and all the information contained in
the Final Terms;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the specified
currency for principal or interest payments of the Notes is different from the potential investor's
currency;
(d)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets;




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(e)
in respect of Notes linked to the performance of, without limitation, one or more, or a combination of,
underlying shares or depositary receipts, indices, rates of interest, other rates, foreign exchange rates,
exchange traded fund shares, funds, inflation indices and/or entities (together, "Reference Items" and
each, a "Reference Item") (in respect of such Notes, together, "Reference Item Linked Notes" and
each a "Reference Item Linked Note"), understands thoroughly (if necessary, in consultation with the
investor's own legal, tax, accountancy, regulatory, investment or other professional advisers) the nature
of each such Reference Item Linked Note; and
(f)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
None of the Issuer, the Guarantor, the Dealer or any affiliate of BBVA has given, and will not give, to any
potential investor in Notes (either directly or indirectly) any assurance, advice, recommendation or guarantee as
to the merits, performance or suitability of such Notes, and the investor should be aware that the Issuer is acting
as an arm's-length contractual counterparty and not as an advisor or fiduciary.
In making an investment decision, investors must rely on their own examination of the Issuer and the Guarantor
and the terms of the Notes being offered, including the merits and risks involved.
No website referred to in this Base Prospectus forms part of this Base Prospectus.
SPANISH TAX RULES
Article 44 of Royal Decree 1065/2007, of 27 July ("RD 1065/2007"), as amended by Royal Decree 1145/2011,
of 29 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 26 June, on Organisation, Supervision and
Solvency of Credit Entities ("Law 10/2014").
General
The procedure described in this Base Prospectus for the provision of information required by Spanish laws and
regulations is a summary only. Holders of Notes must seek their own advice to ensure that the relevant
procedures to ensure correct tax treatment of their Notes are complied with. None of the Issuer, the
Guarantor, the Dealer(s), the Paying Agents, the European Clearing Systems or DTC assumes any responsibility
therefor.
NO HOLDING OF IMPLICIT YIELD NOTES BY SPANISH INDIVIDUALS
The sale, transfer, or acquisition of Implicit Yield Notes (as defined below), including, but not limited to, Zero
Coupon Notes, to or by individuals (personas físicas) who are tax resident in Spain (each a "Spanish
Individual") is forbidden in all cases. Any transfer of Implicit Yield Notes to or by Spanish Individuals is not
permitted and such transfer will be considered null and void by the Issuer and the Guarantor. Accordingly,
neither the Issuer nor the Guarantor will recognise any Spanish Individual as an owner of Implicit Yield Notes.
"Implicit Yield Notes" means Notes in respect of which the income derives from (a) the difference between the
redemption amount and the issue price of the Notes, or (b), subject to the paragraph below, a combination of (i)
an explicit coupon and (ii) the difference between the redemption amount and the issue price of the Notes.
For the purposes of this Base Prospectus and in accordance with Spanish tax regulations, Notes with the
characteristics set out in (b) above will only be deemed Implicit Yield Notes if the interest payable in each year
(explicit coupon) is lower than the Interest Rate of Reference applicable as of the Issue Date.
The "Interest Rate of Reference" shall be the interest rate applicable to each calendar quarter determined by
reference to 80 per cent. of the weighted average rate fixed in the preceding calendar quarter for a (a) 3 year
Spanish Government Bond issues, if the Notes have a term of 4 years or less, (b) 5 year Spanish Government
Bond issues, if the Notes have a term of more than 4 years but equal or less than 7 years, or (c) 10, 15 or 30 year
Spanish Government Bond issues, if the Notes have a term of more than 7 years, all as determined by the
Calculation Agent in a commercially reasonable manner.
U.S. INFORMATION
This Base Prospectus is being submitted in the United States to a limited number of QIBs who are also QPs and
Institutional Accredited Investors who are also QPs (each as defined under "Form of Notes") for informational
use solely in connection with the consideration of the purchase of the Notes being offered hereby. Its use for any
other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor




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may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted.
Neither the Notes, the Guarantee nor any Entitlement(s) have been or will be registered under the Securities Act,
and trading in the Notes has not been approved by the CFTC under the CEA. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons.
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions permitted
by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code of 1986 and the regulations promulgated thereunder.
Registered Notes may be offered or sold within the United States only to QIBs who are also QPs or to
Institutional Accredited Investors who are also QPs, in either case in transactions exempt from registration
under the Securities Act in reliance on Rule 144A or any other applicable exemption. Each U.S. purchaser of
Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may be being made in
reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A and
one or more exemptions and/or exclusions from regulation under the CEA, as amended.
Purchasers of Definitive IAI Registered Notes (as defined under "Form of Notes ­ Registered Notes") and Notes
represented by a Rule 144A Global Note will be required to execute and deliver an Investment Letter (as
defined under "Terms and Conditions of the Notes"). Each purchaser or holder of Definitive IAI Registered
Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in exchange or
substitution therefor (together "Legended Notes") will be deemed, by its acceptance or purchase of any such
Legended Notes, to have made certain representations and agreements intended to restrict the resale or other
transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless
otherwise stated, terms used in this paragraph have the meanings given to them in "Form of Notes".
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission or
any other securities commission or other regulatory authority in the United States, nor have the foregoing
authorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the
information contained in this Base Prospectus. Any representation to the contrary is unlawful.
In addition, the Notes may not be offered, sold or transferred to any U.S. person that is a benefit plan investor, is
using the assets of a benefit plan investor to acquire such Notes or that will at any time hold such Notes for a
benefit plan investor (including assets that may be held in an insurance company's separate or general accounts
where assets in such accounts may be deemed "plan assets" for purposes of ERISA). For the purposes hereof,
the term "benefit plan investor" means (A) any employee benefit plan (as defined in section 3(3) of ERISA),
(B) any plan described in section 4975(e)(1) of the U.S. Internal Revenue Code, or (C) any entity whose
underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of the
U.S. Department of Labor Regulations section 2510.3-101 as modified by section 3(42) of ERISA) and the term
"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, each of Issuer and the Guarantor have
undertaken in a deed poll dated 10 November 2009 (the "Deed Poll") to furnish, upon the request of a holder of
such Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, any of the Notes remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of
the Securities Act and the Issuer or the Guarantor, as the case may be, is neither a reporting company under
Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer and the Guarantor are corporations organised under the laws of the Netherlands and Spain
respectively. All or most of the officers and directors of the Issuer and the Guarantor named herein reside
outside the United States and all or a substantial portion of the assets of the Issuer and the Guarantor and of such
officers and directors are located outside the United States. As a result, it may not be possible for investors to
effect service of process outside the Netherlands and Spain upon the Issuer and Spain upon the Guarantor or
such persons, or to enforce judgments against them obtained in courts outside the Netherlands and Spain




6





predicated upon civil liabilities of the Issuer and the Guarantor or such directors and officers under laws other
than the laws of the Netherlands and the laws of Spain, including any judgment predicated upon United States
federal securities laws.




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TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................... 9
RISK FACTORS .................................................................................................................................................. 41
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 100
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 102
Annex 1
Additional Terms and Conditions for Payouts ....................................................................... 144
Annex 2
Additional Terms and Conditions for Index Linked Notes .................................................... 177
Annex 3
Additional Terms and Conditions for Equity Linked Notes .................................................. 190
Annex 4
Additional Terms and Conditions for ETF Linked Notes ...................................................... 206
Annex 5
Additional Terms and Conditions for Fund Linked Notes ..................................................... 222
Annex 6
Additional Terms and Conditions for Inflation Linked Notes ............................................... 232
Annex 7
Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ............... 237
Annex 8
Additional Terms and Conditions for Credit Linked Notes ................................................... 248
FORM OF NOTES ............................................................................................................................................. 310
FORM OF GUARANTEE ................................................................................................................................. 316
FORM OF FINAL TERMS ................................................................................................................................ 320
USE OF PROCEEDS ......................................................................................................................................... 389
BOOK-ENTRY CLEARANCE SYSTEMS ...................................................................................................... 390
DESCRIPTION OF BBVA GLOBAL MARKETS B.V.................................................................................... 396
DESCRIPTION OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. ....................................................... 400
TAXATION ....................................................................................................................................................... 420
SUBSCRIPTION AND SALE AND TRANSFER AND SELLING RESTRICTIONS .................................... 435
GENERAL INFORMATION ............................................................................................................................. 454






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SUMMARY
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A
­ E (A.1 ­ E.7). This Summary contains all the Elements required to be included in a summary for the Notes and the
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and
issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of
the Element should be included in the summary explaining why it is not applicable.
Section A­ Introduction and warnings
Element
Title

A.1
Introductions and
This summary should be read as an introduction to the Base Prospectus and the
warnings:
Final Terms.


Any decision to invest in any Notes should be based on a consideration of the Base
Prospectus as a whole, including any documents incorporated by reference, and the
Final Terms.


Where a claim relating to information contained in the Base Prospectus and the
Final Terms is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member
State where the claim is brought, be required to bear the costs of translating the
Base Prospectus and the Final Terms before the legal proceedings are initiated.


Civil liability attaches to the Issuer or the Guarantor in any such Member State
solely on the basis of this summary, including any translation of it, but only if the
summary is misleading, inaccurate or inconsistent when read together with the
other parts of the Base Prospectus and the Final Terms or, following the
implementation of the relevant provisions of Directive 2010/73/EU in the relevant
Member State, it does not provide, when read together with the other parts of the
Base Prospectus and the Final Terms, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
Consent by the
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent
Issuer:
in any other currency) may be offered in circumstances where there is no exemption
from the obligation under the Prospectus Directive to publish a prospectus. Any such
offer is referred to as a "Non-exempt Offer".
The Base Prospectus has been prepared on a basis that permits Non-exempt Offers of
Notes in each Member State in relation to which the Issuer has given its consent as
specified in the applicable Final Terms (each specified Member State a "Non-exempt
Offer Jurisdiction" and together the "Non-Exempt Offer Jurisdictions"). Any person
making or intending to make a Non-exempt Offer of Notes on the basis of this Base
Prospectus must do so only with the Issuer's consent to the use of the Base Prospectus as
provided under "Consent given in accordance with Article 3.2 of the Prospectus
Directive" and provided such person complies with the conditions attached to that
consent.
Save as provided above, none of the Issuer, the Guarantor or any Dealer have
authorised, nor do they authorise, the making of any Non-exempt Offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or
supplement a prospectus for such offer.
(Delete this paragraph when preparing an issue specific summary).


(Issue specific summary)


[Not Applicable]


[Consent: Subject to the conditions set out below, the Issuer consents to the use of the
Base Prospectus in connection with a Non-exempt Offer of Notes by the
Manager/Dealer(s)[, [names of specific financial intermediaries listed in final terms,]




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SUMMARY
Element
Title

[and] [each financial intermediary whose name is published on the Guarantor's website
[(www.bbva.com)] and identified as an Authorised Offeror in respect of the relevant
Non-exempt Offer].


Offer period: The Issuer's consent referred to above is given for Non-exempt Offers of
Notes during [offer period for the issue to be specified here] (the "Offer Period").


Conditions to consent: The conditions to the Issuer's consent are that such consent (a) is
only valid during the Offer Period; and (b) only extends to the use of the Base
Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in Ireland.


AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES
IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO
SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY
SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN
SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES
AND SETTLEMENT. THE RELEVANT INFORMATION WILL BE
PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF SUCH
OFFER.]

Section B­ Issuer and Guarantor

Element
Title

B.1
Legal and commercial
BBVA Global Markets B.V.
name of the Issuer:
B.2
Domicile/ legal form/
The Issuer is a private company with limited liability (besloten vennootschap
legislation/ country of
met beperkte aansprakelijkheid) and was incorporated under the laws of the
incorporation:
Netherlands on 29 October, 2009. The Issuer's registered office is in
Amsterdam, the Netherlands and its principal place of business at Calle Sauceda
28, 28050 Madrid, Spain.
B.4b
Trend information:
Not applicable - There are no known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on
the Issuer's prospects for its current financial year.
B.5
Description of the Group:
The Issuer is a direct wholly-owned subsidiary of Banco Bilbao Vizcaya
Argentaria, S.A.


Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries (the
"Group") are 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 investments in some of
Spain's leading companies.
B.9
Profit forecast or estimate: Not applicable - No profit forecasts or estimates have been made in this Base
Prospectus.
B.10
Audit report
Not applicable - No qualifications are contained in any audit report included in
qualifications:
this Base Prospectus.
B.12
Selected historical key financial information of the Issuer:

Statement of Comprehensive Income

Thousands of Euros
31.12.2018

31.12.2017

(audited) (audited)




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