Banco Bilbao Vizcaya Argentaria S.A.

Capital/Financing Update • Nov 9, 2017

FINAL TERMS

2 November 2017

Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 50,000,000 1.72 per cent. Senior Non-Preferred Notes due May 2028 under the €40,000,000,000 Global Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the Conditions) set forth in the Offering Circular dated 17 July 2017 and the supplements to it dated 31 July 2017 and 27 October 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the Offering Circular). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. The Offering Circular has been published on the website of the London Stock Exchange.

Contract Contract

$\sim$ $\sim$

$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

1.	Issuer:		Banco Bilbao Vizcaya Argentaria, S.A.
2.	(a)	Series Number:	153
	(b)	Tranche Number:	1
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.	Specified Currency or Currencies:		Euro (EUR)
4.	Aggregate Nominal Amount:
	(a)	Series:	EUR 50,000,000
	(b)	Tranche:	EUR 50,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denomination:	EUR 100,000
	(b)	Calculation Amount (in relation calculation of interest in to	EUR 100,000

global form see Conditions):

7.	(a)	Issue Date:	10 November 2017
	(b)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		10 May 2028, subject to adjustment, for the purposes of making payment only and not for interest accrual purposes, in accordance with the Following Business Day Convention
9.	Interest Basis:		1.72 per cent. Fixed Rate
			(see paragraph 14 below)
10.		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11.		Change of Interest Basis:	Not Applicable
12.	Put/Call Options:		Not Applicable
13.	Status of the Notes:		Senior
	(a)	Status of Senior Notes:	Senior Non-Preferred
	(b)	Status of Subordinated Notes:	Not Applicable
	(c)	Date approval for issuance of Not Applicable Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Applicable
	(a)	$Rate(s)$ of Interest:	1.72 per cent. per annum payable in arrear on each Interest Payment Date
	(b)	Interest Payment Date(s):	10 May in each year, commencing on 10 May 2018, up to and including the Maturity Date, subject to adjustment, for the purposes of making payment only and not for interest accrual purposes, in accordance with the Following Business Day Convention. There will be a short first interest period from, and including, the Interest Commencement Date to, but excluding, 10 May 2018.

• Fixed Coupon Amount(s) for EUR 1,720 per Calculation Amount $(c)$ Notes in definitive form (and in relation to Notes in global form see Conditions):
• Broken Amount(s) for Notes in EUR 852.93 per Calculation Amount $(d)$ definitive form (and in relation payable on the Interest Payment Date to Notes in global form see falling on 10 May 2018. Conditions):

	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	10 May in each year
15.		Fixed Reset Provisions:	Not Applicable
16.	Floating Rate Note Provisions		Not Applicable
17.		Zero Coupon Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Tax Redemption

If redeemable in part:

	(a)	Minimum Redemption Amount: EUR 100,000
	(b)	Maximum Redemption Amount: EUR 49,900,000
19.	Issuer Call		Not Applicable
20.	Investor Put		Not Applicable
21.		Final Redemption Amount:	EUR 100,000 per Calculation Amount
22.		redemption for taxation reasons, on an event of default, upon the occurrence of a Capital Event or upon the occurrence	Early Redemption Amount payable on EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

of an Eligible Liabilities Event:

Form of Notes: 23.

Bearer Notes:

Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes upon an Exchange

	Event excluding the Exchange Event described in paragraph (iii) of the definition in the Permanent Global Note
New Global Note (NGN):	Applicable
Additional Financial Centre(s):	Not Applicable
Talons for future Coupons be to attached to Definitive Bearer Notes:	No
Condition 16 applies:	Yes
Eligible Liabilities Event:	Applicable in accordance with the Conditions
Additional Events of Default (Senior Not Applicable Preferred Notes):
RMB Currency Event:	Not Applicable
Spot Rate (if different from that set out Not Applicable in Condition $5(h)$ :
Party responsible for calculating the Not Applicable Spot Rate:
Relevant Currency (if different from Not Applicable that in Condition $5(h)$ :
RMB Settlement Centre(s)	Not Applicable

Signed on behalf of the Issuer:
By: Signed on behalf of the Issuer:
Duly authorised

$\epsilon$

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

• Listing and Admission to Application has been made by the Issuer (or $(a)$ on its behalf) for the Notes to be admitted to trading: trading on the London Stock Exchange's regulated market and to the Official List of the UK Listing Authority with effect from 10 November 2017.
• Estimate of total expenses GBP 2,170 $(b)$ related to admission to trading:
• $\overline{2}$ RATINGS

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited: BBB

Moody's Investors Services España, S.A.: Baa3

Fitch Ratings España, S.A.U.: A-

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 3. ISSUE

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business

YIELD (Fixed Rate Notes and Fixed $\overline{4}$ . Reset Notes only)

Indication of yield:

1.72 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

$(a)$ ISIN: XS1712061032 $(b)$ Common Code: 171206103

CUSIP: (c)	Not Applicable
---------------	----------------

Any clearing system(s) other Not Applicable $(d)$ than Euroclear Bank SA/NV, Clearstream Banking, S.A. and the Depository Trust Company and the relevant $identification$ number(s):

Delivery: Delivery against payment $(e)$

Names and addresses of Not Applicable $(f)$ additional Paying Agent(s) (if any):

6. PROHIBITION OF SALES TO EEA RETAIL INVESTORS

Prohibition of sales to EEA Retail Investors:

Not Applicable