OFFERING CIRCULAR Banco Bilbao Vizcaya Argentaria, S.A. (incorporated with limited liability in Spain) €40,000,000,000 Global Medium Term Note Programme Under this €40,000,000,000 Global Medium Term Note Programme (the Programme), Banco Bilbao Vizcaya Argentaria, S.A. (the Issuer or BBVA) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The Issuer and its consolidated subsidiaries are referred to herein as the Group. Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes) as Senior Notes or Subordinated Notes. Senior Notes may be Senior Preferred Notes or Senior Non-Preferred Notes. Subordinated Notes may be Senior Subordinated Notes or Tier 2 Subordinated Notes. The Notes may be governed by English law or Spanish law. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €40,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described in this Offering Circular. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together, the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed or for which subscribers are being procured for by more than one Dealer, be to all Dealers agreeing to subscribe or to procure subscribers for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. The Notes 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) 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. Registered Notes are subject to certain restrictions on transfer, see “Subscription and Sale and Transfer and Selling Restrictions”. Potential investors should note the statements on pages 156 to 159 regarding the tax treatment in Spain of income obtained in respect of the Notes and the disclosure requirements imposed by the First Additional Provision of Law 10/2014 of 26th June, 2014. The Issuer and the Senior Preferred Notes issued under the Programme have been rated A- by Standard & Poor’s Credit Market Services Europe Limited (S&P), A3 by Moody’s Investors Services España, S.A. (Moody’s) and A- by Fitch Ratings España S.A.U. (Fitch). The Senior Non-Preferred Notes issued under the Programme have been rated BBB+ by S&P, Baa2 by Moody’s and A- by Fitch. Each of S&P, Moody’s and Fitch is established in the European Union (the EU) and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P, Moody’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with such Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Amounts payable on Floating Rate Notes and Fixed Reset Notes may be calculated by reference to one of LIBOR or EURIBOR as specified in the relevant Final Terms. As at the date of this Offering Circular, (i) the administrator of LIBOR, ICE Benchmark Administration Limited, is included in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the Benchmarks Regulation); and (ii) the administrator of EURIBOR, European Money Markets Institute, is not included in ESMA's register of administrators under the Benchmarks Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the administrator of EURIBOR, European Money Markets Institute is not required to obtain authorisation or registration as of the date of this Offering Circular. This Offering Circular is issued in replacement of the Offering Circular dated 17th July, 2017 and accordingly supersedes that Offering Circular. This does not affect any Notes issued under the Programme prior to the date of this Offering Circular. Arranger UBS Investment Bank Dealers Banco Bilbao Vizcaya Argentaria, S.A. Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Morgan Stanley Natixis Nomura Société Générale Corporate & Investment Banking UBS Investment Bank Wells Fargo Securities The date of this Offering Circular is 2 August, 2018. This Offering Circular has been approved by the Central Bank of Ireland (the CBI) as competent authority under the Prospectus Directive (as defined below). The CBI only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market (the Main Securities Market) of the Irish Stock Exchange plc, trading as Euronext Dublin (Euronext Dublin) or on another regulated market for the purposes of Directive 2014/65/EU (the Markets in Financial Instruments Directive) and/or that are to be offered to the public in any Member State of the European Economic Area (the EEA) in circumstances that require the publication of a prospectus. Application has been made to Euronext Dublin for Notes issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to its official list (the Official List) and trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive. References in this Offering Circular to Notes being listed (and all related references) shall mean that such Notes have been admitted to the Official List and trading on the Main Securities Market. 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 delivered to the CBI and, where listed, Euronext Dublin on or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on Euronext Dublin will also be published on the website of Euronext Dublin. This Offering Circular constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. When used in this Offering Circular, Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in a relevant Member State of the EEA. The language of this Offering Circular is English. Certain legal references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under the applicable laws. The Issuer accepts responsibility for the information contained in this Offering Circular and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (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 incorporated herein by reference (see “Documents Incorporated by Reference”). This Offering Circular shall be read and construed on the basis that such documents are incorporated and form part of this Offering Circular. The Dealers 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 Dealers as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Offering Circular or 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 or any of the Dealers.