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Banco Bilbao Vizcaya Argentaria S.A.

Capital/Financing Update Mar 8, 2018

1796_rns_2018-03-08_767508b9-b9a8-4f3a-834b-d08107a23d91.pdf

Capital/Financing Update

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FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to, and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the 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 Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), 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, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (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 beneficial interests therein) or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

1 March 2018

Banco Bilbao Vizcaya Argentaria, S.A. Issue of EUR 1,500,000,000 Senior Non-Preferred Floating Rate Notes due March 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, 27 October 2017, 28 December 2017 and 14 February 2018 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.
2. (a) Series Number: 155
(b) Tranche Number:
(c) Date on which the Notes will be Not Applicable
consolidated and form a single
Series:
3. Specified Currency or Currencies: $Euro$ ( $EUR$ )
$\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and $\mathbf{1}$ and

Aggregate Nominal Amount: 4.

(a) Series: EUR 1,500,000,000
(b) Tranche: EUR 1,500,000,000
5. Issue Price: 100.404 per cent. of the Aggregate
Nominal Amount
6. (a) Specified Denomination: EUR 100,000
(b) Calculation Amount (in relation
calculation of interest
in
to
global form see Conditions):
EUR 100,000
7. (a) Issue Date: 9 March 2018
(b) Interest Commencement Date: Issue Date
8. Maturity Date: 9 March 2023, subject to adjustment in
accordance with the Business
Day
Convention set out in 16(b) below
9. Interest Basis: 3 month Euribor $+0.60$ per cent.
(see item 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 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 Not Applicable
15. Fixed Reset Provisions: Not Applicable

Floating Rate Note Provisions Applicable 16.

(a) Period(s)/Specified
Specified
Interest Payment Dates:
Interest shall be payable quarterly in
arrears on 9 March, 9 June, 9 September
and 9 December in each year, from and
including 9 June 2018, to and including
the Maturity Date, subject to adjustment
in accordance with the Business Day
Convention set out in (b) below
(b) Business Day Convention: Following
Business
Modified
Day
Convention
(c) Additional Business Centre(s): Not Applicable
(d) Manner in which the Rate of
Interest and Interest Amount is to
be determined:
Screen Rate Determination
(e) Party responsible for calculating
the Rate of Interest and Interest
Amount (if not the Principal
Paying Agent):
Not Applicable
(f) Screen Rate Determination: Applicable
Reference Rate: 3 month EURIBOR
Determination
Interest
$Date(s)$ :
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: Not Applicable
(h) Linear Interpolation: Not Applicable
(i) Margin: $+0.60$ per cent. per annum
(j) Minimum Rate of Interest: 0.00 per cent. per annum
(k) Maximum Rate of Interest: Not Applicable
(1) Day Count Fraction: Actual/360
Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.

18. Tax Redemption

If redeemable in part:

(a) Minimum Redemption Amount: EUR 100,000
(b) Maximum Redemption Amount: EUR 1,499,900,000
19. Issuer Call Not Applicable
20. Investor Put Not Applicable
21. Final Redemption Amount: EUR 100,000 per Calculation Amount
22. Early Redemption Amount payable on
redemption for taxation reasons, on an
event of default, upon the occurrence of
a Capital Event or upon the occurrence
of an Eligible Liabilities Event:
EUR 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. Form of Notes: Bearer Notes:
Bearer
Global
Note
Temporary
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
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 16 applies: Yes
28. Eligible Liabilities Event: Applicable
in
accordance
with
the
Conditions
29. Additional Events of Default (Senior
Preferred Notes):
Not Applicable
30. RMB Currency Event: Not Applicable
31. Spot Rate (if different from that set out Not Applicable
in Condition $5(h)$ :
  • Party responsible for calculating the Not Applicable 32. Spot Rate:
  • Relevant Currency (if different from that Not Applicable 33. in Condition $5(h)$ :
  • RMB Settlement Centre(s) Not Applicable 34.

Signed on behalf of the Issuer:

U. By: . . . . . . . . . . . . . . . ....................................... Duly authorised

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 9 March 2018.
  • GBP 4,070 $(b)$ Estimate of total expenses admission related to $\tau$ trading:

$\overline{2}$ . RATINGS

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited (S&P): BBB

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

Fitch Ratings España, S.A.U. (Fitch): A-

Each of S&P, Moody's and Fitch is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended.

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

$\overline{4}$ . YIELD

Indication of yield:

Not Applicable

5. OPERATIONAL INFORMATION

(a) ISIN: XS1788584321

$(b)$ Common Code: 178858432

$(c)$ CUSIP: Not Applicable

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

Delivery: $(e)$ Delivery against payment

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

6. PROHIBITION OF SALES TO EEA RETAIL INVESTORS

Prohibition of sales to EEA Retail Applicable Investors:

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