Banco Bilbao Vizcaya Argentaria S.A.

Capital/Financing Update • Nov 30, 2017

APPLICABLE FINAL TERMS

22 November 2017

Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 150,000,000 Floating Rate Senior Non-Preferred Notes due December 2023 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.

1.	Issuer:		Banco Bilbao Vizcaya Argentaria, S.A.
$\overline{2}$ .	(a)	Series Number:	154
	(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 150,000,000
	(b)	Tranche:	EUR 150,000,000
5.	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denomination:	EUR 100,000
	(b)	Calculation Amount (in relation to calculation of interest in global form see Conditions):	EUR 100,000
7.	(a)	Issue Date:	1 December 2017
	(b)	Interest Commencement Date:	Issue Date

8.	Maturity Date:		1 December 2023
9.	Interest Basis:		3 month EURIBOR $+0.67$ per cent. Floating Rate (see paragraph 16 below)
10.	Redemption/Payment Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
11.	Change of Interest Basis:		Not Applicable
12.	Put/Call Options:		Not Applicable
13.	(a)	Status of the Notes:	Senior
	(b)	Status of Senior Notes:	Senior Non-Preferred
	(c)	Status of Subordinated Notes:	Not Applicable
	(d)	Date Board approval for issuance of Not Applicable Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions		Not Applicable
15.	Fixed Reset Provisions:		Not Applicable
16.	Floating Rate Note Provisions		Applicable
	(a)	Specified Period(s)/Specified Interest Payment Dates:	1 March, 1 June, 1 September and 1 December in each year from and including 1 March 2018 to and including 1 December 2023, subject to adjustment in accordance with the Business Day Convention set out in (b) below
	(b)	Business Day Convention:	Modified Convention	Following	Business	Day
	Additional Business Centre(s): (c)		Not Applicable
	(d)	Manner in which the Rate of Interest Amount is to be and Interest determined:		Screen Rate Determination
	(e)	Party responsible for calculating the Not Applicable

Rate of Interest and Interest Amount (if not the Principal Paying Agent):

	(f)	Screen Rate Determination:			Applicable
			Reference Rate:		3 month EURIBOR
			Interest Date(s):	Determination	The second day on which the TARGET2 System is open prior to the start of each Interest Period
			Relevant Screen Page:		Reuters Page 'EURIBOR01'
	(g)	ISDA Determination: Linear Interpolation: Margin(s): Minimum Rate of Interest:			Not Applicable
	(h)				Not Applicable
	(i)				$+0.67$ per cent. per annum
	(i)				Not Applicable
	(k)		Maximum Rate of Interest:		Not Applicable
	(1)		Day Count Fraction:		Actual/360
17.		Zero Coupon Note Provisions			Not Applicable
PROVISIONS RELATING TO REDEMPTION
18.	Tax Redemption
If redeemable in part:
	(a)		Minimum Redemption Amount:		EUR 100,000
	(b)		Maximum Redemption Amount:		EUR 149,900,000
19.	Issuer Call			Not Applicable
20.	Investor Put			Not Applicable
21.		Final Redemption Amount:			EUR 100,000 per Calculation Amount
22.		Liabilities Event:	Early Redemption Amount payable	$_{\rm on}$ redemption for taxation reasons, on an event of default, upon the occurrence of a Capital Event or upon the occurrence of an Eligible	EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes:

Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes upon an Exchange Event including the exchange event described in paragraph (iii) of the definition in the Permanent Global Note

24.	New Global Note (NGN):	Applicable
25.	Additional Financial Centre(s):	Not Applicable
26.	Talons for future Coupons to be attached to Definitive Bearer Notes:	No
27.	Condition 15 applies:	Yes
28.	Eligible Liabilities Event:	Applicable
29.	Events of Default (Senior Additional Preferred Notes):	Not Applicable
30.	RMB Currency Event:	Not Applicable
31.	Spot Rate (if different from that set out in Condition $5(h)$ :	Not Applicable
32.	Party responsible for calculating the Spot Not Applicable Rate:
33.	Relevant Currency (if different from that in Not Applicable Condition $5(h)$ :
34.	RMB Settlement Centre(s)	Not Applicable

Signed on behalf of the Issuer:

By: $\sqrt{\frac{1}{2}}$ Duly authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

$\overline{2}$ .

(a)	Admission Listing and to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and to the Official List of the UK Listing Authority with effect from the Issue Date.
(b)	Estimate of total expenses related GBP 4.020 to admission to trading:
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 ISSUE 3.

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer 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

$\boldsymbol{\phi}$ . YIELD (Fixed Rate Notes and Fixed Not Applicable Reset Notes only)

5. OPERATIONAL INFORMATION

(a)	ISIN:	XS1724512097
(b)	Common Code:	172451209
(c)	CUSIP:	Not Applicable
(d)	Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, S.A. and the Depository Trust Company and the relevant identification $number(s)$ :	Not Applicable
(e)	Delivery:	Delivery against payment
$($ f $)$	addresses of and Names additional Paying Agent(s) (if any):	Not Applicable

6. PROHIBITION OF SALES TO EEA RETAIL INVESTORS

Not Applicable

Prohibition of sales to EEA Retail Investors:

THIRD PARTY INFORMATION 7.

Not Applicable

$\overline{\phantom{a}}$