BBVA U.S. Senior, S.A. (Sole-Shareholder Company) Financial Statements for the year ended December 31, 2015, together with the Management Report and Auditor’s Report

Translation of a report originally issued in Spanish based on our work performed in accordance with

the audit regulations in force in Spain. In the event of a discrepancy, the Spanish-language version

prevails.

INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTS

To the Sole-Shareholder of

BBVA U.S. Senior, S.A. (Sole-Shareholder Company):

Report on the Financial Statements

We have audited the accompanying financial statements of BBVA U.S. Senior, S.A. (Sole-Shareholder

Company), hereinafter “the Company”, which comprise the balance sheet as at 31 December 2015, and

the income statement, statement of recognised income and expense, statement of changes in total

equity, cash flows statement and notes to the financial statements for the year then ended.

Directors’ Responsibility for the Financial Statements

The directors are responsible for preparing the accompanying financial statements so that they present

fairly the equity, financial position and results of BBVA U.S. Senior, S.A. (Sole-Shareholder Company)

in accordance with the regulatory financial reporting framework applicable to the Company in Spain

(identified in Note 2 to the accompanying financial statements) and for such internal control as the

directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the audit regulations in force in Spain. Those regulations

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the preparation

by the entity’s directors of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of accounting estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

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Opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the equity

and financial position of BBVA U.S. Senior, S.A. (Sole-Shareholder Company), as at 31 December

2015, and its results and its cash flows for the year then ended in accordance with the regulatory

financial reporting framework applicable to the Company and, in particular, with the accounting

principles and rules contained therein.

Emphasis of matter

We draw attention to Note 1 to the accompanying financial statements, which explains that the

Company carries out its business activity as an issuer of preferred securities and other financial

instruments as a part of the Banco Bilbao Vizcaya Argentaria Group, from which it receives the

guarantees required for its operations on an ongoing basis, and it is managed by Group personnel.

Accordingly, the accompanying financial statements must be interpreted in the context of the Group in

which the Company carries on its operations and not as an independent unit. Our opinion is not

qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

The accompanying directors’ report for 2015 contains the explanations which the directors consider

appropriate about the Company’s situation, the evolution of its business and other matters, but is not an

integral part of the financial statements. We have checked that the accounting information in the

directors’ report is consistent with that contained in the financial statements for 2015. Our work as

auditors was confined to checking the directors’ report with the aforementioned scope, and did not

include a review of any information other than that drawn from the Company’s accounting records.

DELOITTE, S.L.

Registered in ROAC under no. S0692

José Manuel Domínguez

April 4, 2016

BBVA U.S. Senior, S.A. (Sole-Shareholder Company) Financial Statements for the year ended December 31, 2015, together with the Management Report

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Translation of financial statements originally issued in Spanish based on our work performed in accordance with the

audit regulations in force in Spain (see Notes 2 and 17). In the event of a discrepancy, the Spanish-language version

prevails.

BBVA U.S. Senior, S.A. (Sole-Shareholder Company) Notes to the financial statements as of December 31, 2015

1. Company description

BBVA U.S. Senior, S.A. (Sole-Shareholder Company), hereinafter referred to as the "Company", was incorporated on 22 February 2006 and has its registered office in Bilbao, Gran Via, 1.

Its exclusive corporate purpose is the issue of preference shares and/or other financial instruments including issues of debt of any kind, for their placement in both domestic and international markets. The Company represents deposits with cash obtained from the issues of financial instruments which performs in Banco Bilbao Vizcaya Argentaria, S.A., its sole-shareholder.

As of December 31, 2015 and 2014, the Company’s working capital, defined as the difference between the current assets and the current liabilities, was negative. However, for an appropriate interpretation of these financial statements it must be taken into account that the Company develops its activity as a debt instruments issuing company as a member company of the Banco Bilbao Vizcaya Argentaria Group (hereinafter referred to as “BBVA Group”, o the “Group”, which parent company is Banco Bilbao Vizcaya Argentaria, S.A., obtaining permanently from it the guarantees and lines of funding necessary for its operative and its management being performed by personnel of the above mentioned Group. In consequence, these financial statements must be interpreted in the context of the Group in which the Company performs its activities and not as independent company. The BBVA Group’s consolidated financial statements for 2015 were prepared by Banco Bilbao Vizcaya Argentaria S.A.’s Directors at the Board Meeting on February 2, 2016, and were approved by its shareholders at the Annual General Meeting held on March 11 2016, and were subsequently filed at the Mercantile Registry of Vizcaya.

Given the business activity of the Company, it does not have any responsibilities, expenses, assets, not provisions and contingencies of environmental nature that could be significant in relation with the equity, financial situation and income for the year. Therefore, no specific disclosures relating to environmental issues are included in these notes to financial statements.

Regulation of Sole-Shareholder companies

As discussed in Notes 1 and 8, as of December 31, 2015, all the Company’s share capital was held by Banco Bilbao Vizcaya Argentaria, S.A. and, accordingly, the Company was a Sole-Shareholder Company as of such date. Pursuant to current legislation on Sole-Shareholder Companies (article 12 and subsequent of the Royal Decree 1/2010 of July 2, 2010, that approves the Spanish Companies Act) it is hereby stated that as of the date of preparation of these financial statements, the Company had formalized the appropriated register book of contracts with its Sole-Shareholder.

The nature and main characteristics of the most significant contracts entered into with the Sole-Shareholder Company are detailed in Note 6 for deposits, Note 7 for cash and cash equivalents and Note 10 the credit facility maintained.

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2. Basis of presentation of the financial statements

a) Regulatory financial reporting framework applicable to the Company

The financial statements have been prepared by the Company’s Directors according to the regulatory financial reporting framework that applies to the Company, which is established in:

- The Spanish Trade Code and other commercial legislation,

- The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and its adjustments for the different economic sectors, with the modifications introduced by the Royal Decree 1159/2010, of September 17,

- The mandatory rules approved by the Spanish Accounting and Audit Institute (ICAC) in accordance to the Spanish National Chart of Accounts and its complementary regulation, and

- Other Spanish accounting regulation that applies to the Company.

The Spanish Auditing of Account Act 22/2015, of July 20, has introduced specific amendments to the Spanish Trade Code (article 39.4) that affect the intangible assets and goodwill. The new wording establishes that the intangible assets are assets with a defined depreciation period. In those cases where it cannot be estimated in a reliable way, it will be depreciated in 10 years, unless a legal or regulatory provision establishes a different term. Regarding the goodwill, it specifies that it will be presumed, unless evidence to the contrary exists, that it will be depreciated in 10 years. Those amendments apply to those financial statements starting as form January 1, 2016.

Additionally, on December 2015 the ICAC published a draft Royal Decree modifying the Spanish National Chart of Accounts, which develops the accounting impact of the changes made to the Spanish Trade Code mentioned above, although at the date of preparation of these financial statements, the mentioned Royal Decree had not been approved.

The Company is currently analysing the future impact of these amendments, however, as of December 31, 2015 the Company does not have intangible assets with an undefined depreciation period in its balance, therefore this regulatory amendment will not affect its financial statements.

b) True and fair view

The Company’s financial statements for 2015 have been obtained from the Company’s accounting records and are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein, so that they provide a true and fair view of the Company's net worth and financial position as of December 31, 2015 and the results of operations as well as the cash flows generated during 2015. These financial statements, which have been prepared by the Board of Directors of the Company, will be submitted for approval by the Sole-Shareholder, and it is expected that they will be approved without any changes. Financial statements as of December 31, 2014 were approved by the Sole-Shareholder on April 20, 2015.

c) Non-mandatory accounting principles applied

The financial statements have been prepared by applying the generally accepted accounting principles described in Note 3. All compulsory accounting principles and/or valuation standards with a material effect on the financial statements were applied in preparing them.

Article 537 of the Spanish Companies Act provides that companies that have issued securities listed on a regulated market of any European Union Member State and that, pursuant to current legislation, only publish individual financial statements, must disclose in the notes to the financial statements the main changes, if any, that would have arisen in the equity and in the income statement of the Company had International Financial Reporting Standards as adopted under the regulations of the European Union (“EU-IFRSs”) been applied, indicating the measurement criteria applied. In this regard, it is hereinafter disclosed that the Company's equity at December 31, 2015 and its income statement for such year then ended would not include any changes had EU-IFRSs been applied rather than the Spanish National Chart of Accounts.

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Given the characteristics and symmetry of the financial assets and liabilities measured at amortised cost (see Notes 6 and 9), the breakdown of its fair value differs significantly from the amount of the deposits made.

d) Key issues in relation with the measurement and estimation of the uncertainty

In preparing the accompanying financial statements, estimates have been made by the Company’s

Directors in order to measure certain of the assets, liabilities, income, expenses and obligations

reported therein. These estimates relate basically to assessment of possible impairment losses on

certain assets (see Note 3.a).

Although these estimates have been made on the basis of the best information available at 2015 year-

end, events that take place in the future might make it necessary to change these estimates (upwards

or downwards) in coming years. Changes in accounting estimates would be applied prospectively, in

accordance with the current legislation.

e) Grouping of items

Certain items in the Balance Sheet, Income Statement account, Statement of Changes in Total Equity and Cash Flow Statement are grouped together in order to enhance their understanding. However, whenever the information is material, it is presented broken down in the related notes to these financial statements.

f) Comparative information

For comparison purposes the Company's directors present, in addition to the figures for 2015 for each item in the balance sheet, income statement, statement of changes in equity, statement of cash flows and notes to the financial statements, the figures for 2014. Consequently, the figures for 2014 included in these notes to the financial statements are presented for comparison purposes only and do not constitute the Company’s statutory financial statements for 2014.

g) Changes in accounting policies

In 2015 no significant changes in accounting policies have taken place with respect to those applied in 2014.

h) Correction of errors

During the preparation of these financial statements there has not been detected any significant error that would require the re-expression of the amounts included in the financial statements for 2014.

i) Company in operation

In the elaboration of these annual accounts administrators have been followed the principle of operation, considering that it has not taken firm decision on the part of the single shareholder on the future operational of the Company, upon completion of the early redemption of issues detailed in Note 15 and considering that the fair value of assets and liabilities of the Company do not differ significantly from their book values, given the nature of the same.

3. Accounting policies and measurement bases

The principal accounting policies and measurement bases used by the Company in preparing its

financial statements, in accordance with the Spanish National Chart of Accounts, are as follows:

a) Financial instruments

Financial assets

Classification –

The financial assets held by the Company are classified in “Loans and receivables” category, that includes financial assets arising from the sale of goods or the rendering of services in the ordinary course of the Company’s business, or financial assets which, not having commercial substance, are

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not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market.

Initial recognition –

Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs.

When the deposits arising from subordinated bond issues launched by the Company were made at Banco Bilbao Vizcaya Argentaria, S.A. (see Note 6), the balance of “Long-term investment in Group and associated companies - Loans to companies” reflected the nominal amount of the deposits, net of premiums received when the deposits were made at Banco Bilbao Vizcaya Argentaria, S.A., which was equal to the placement costs of the issue plus, for issues launched below par, the difference between the issue price and the nominal value or the repayment value of the issue (see Note 9).

Subsequent measurement –

Loans and receivables are measured at amortized cost.

The balance of “Short-term investment in Group companies and associates – Loans to companies” in

the accompanying balance sheets reflects the nominal amount of the deposits whose expiration date is

inferior to one year that are held by the Company at Banco Bilbao Vizcaya Argentaria, S.A. arising from

the aforementioned issues, net of the amount of premiums generated at the time of formation of the

deposits in Banco Bilbao Vizcaya Argentaria, S.A. pending of being charged to the account of results.

These premiums are charged to income during the life of the deposits.

At least at each reporting date the Company makes an impairment test to its financial assets that are not registered at a fair value. The impairment will be equal to the difference between the book value and the present value of the cash flows that are expected to generate, discounted the effective interest rate calculated at the moment of its initial recognition. The value adjustment of the impairment, as well as its reversion when the amount of that loss decreases as a result of a subsequent event, will be recognized as a profit or a loss, respectively, in the income statement. The limit of the reversion of impairment will be the book value of the credit recognized at the moment of the reversion if the impairment had not been registered yet. At December 31, 2015 the Company has not registered impairment due to the counterpart of all financial assets is, in any case, Banco Bilbao Vizcaya Argentaria, S.A.

The Company derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and substantially all the risks and rewards of ownership of the financial asset have been transferred.

Financial liabilities

Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company’s business and those which, not having a commercial substance cannot be classified as derivative financial instruments. Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.

The Company derecognises financial liabilities when the obligations giving rise to them cease to exist.

b) Recognition of income and expenses

The financial revenues and expenses related to the issuance of notes and bonds and to the constitution of deposits with the Parent Company are registered using the amortized cost method as part of the “Profit from Operations” under the headings “Net Revenue – Revenue from marketable securities and other financial assets – Group companies and associates” and “Expenses from marketable securities” of the income statement of the year, respectively, according to the consultation with the ICAC number 79. Other income and expenses are recognised on an accrual basis.

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c) Foreign currency transactions

The Company’s functional currency is the euro. Consequently, operations in other currencies other than euro are denominated in foreign currency and is recorded on the exchange rates prevailing at the dates of the operations. At the end of the year, any monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate at the balance sheet date. The profits or losses manifested are charged directly to the profit and loss account of the fiscal year in which they occur. As of December 31, 2015 the Company has one outstanding commercial paper issue in us dollars (see Note 9), constituting with the totality of the resources obtained a short-term deposit in the same currency (see Note 6). The interest rate of the deposit is the same than the one of the issue, and, accordingly, there were practically no exchange differences in this connection.

d) Corporate income tax

The Company files Consolidated Corporate Income Tax Returns as part of the consolidated tax group headed by Banco Bilbao Vizcaya Argentaria, S.A. (see Notes 8 and 11).

The expense for Corporate Income Tax is calculated on the basis of book income before taxes, increased or decreased, as appropriate, by the permanent differences from taxable income, understood as the corporate income tax base.

The income or expense from deferred taxes arises from the recognition and cancellation of the deferred tax assets or liabilities. They include the temporary differences which are equivalent to those amounts that are expected to be payable or recoverable and which derive from the differences between the assets and liabilities book income and the taxable income, as well as the negative basis of book income that has not been compensated and the tax deduction credits that have not been applied. Those amounts are registered by applying the temporary difference or correspondent credit the tax rate at which the Company expects their recovery or settlement.

The tax benefit relating to double taxation credits is treated as a reduction of the amount of corporate income tax for the year in which the tax credits are used. Entitlement to these tax credits is conditional upon compliance with the legally applicable requirements.

e) Related party transactions

The Company performs all its transactions with related parties on an arm’s length basis (see Note 14). Additionally, the transfer prices are adequately supported and, therefore, the Company’s directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.

f) Current and non-current Items

The different items of the balance sheet have been classified as current and non-current considering if the maturity date will occur in a period of less than or greater than a year, respectively, since the closure of the exercise.

4. Distribution of income

The Board of Directors will propose for the approval of the sole shareholder the application of the net profit

for the year 2015, amounting to a loss of EUR 3 thousand, to the heading of “Losses from previous years”.

5. Risk exposure

The Company carries out its business activity as an issuer of preferred securities and/or other financial

instruments, including debt instruments of any kind as part of the BBVA Group, obtaining the financing

facilities required for its operations from the Group on an on-going basis, which is managed by employees

of the Group.

The main financial risks affecting the Company are as follows:

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Interest rate risk: Changes in interest rates affect the interest received from deposits and the interest paid on issues. Therefore, the changes in interest rates offset each other.

Liquidity risk: The Company obtains the liquidity required to meet interest payments, refunds of issues and the needs for its business activity from subordinated deposits on the issues associated contracted with Banco Bilbao Vizcaya Argentaria, S.A. (See Note 6), or with the credit policy maintained with its Sole-shareholder (see Note 10).

Credit risk: Since in all cases the counterparty of the deposits is Banco Bilbao Vizcaya Argentaria, S.A., the Company considers that its exposure to this risk is not relevant.

Other market risks: The carried out issues fair value does not differ significantly from the deposits fair value, considering that their characteristics (amount, maturity-date and interest rates) are the same.

6. Loans to companies of the BBVA Group

The following table lists the breakdown of the heading “Short-Term Investments in Group and Associated Companies - Loans to companies” balance sheets of the attachments:

Thousand euro

2015 2014

Short-term deposits 13,697 1,653,476

Unaccrued up-front premiums - (1,235)

Accrued Interest 13 17,504

Total 13,710 1,669,745

The balance of the heading "Short-term Investments in group and associated companies - loans to companies" of the balance sheet at 31 December 2015, includes both interest earned but not collected as the deposits that the Company held at that moment by Banco Bilbao Vizcaya Argentaria, S.A. with a maturity of less than 12 months. As of December 31, 2015 and 2014, the main characteristics of these deposits as the following:

Year 2015

Date of incorporation

Expiration Date Rate of interest

Amount Amount

(Thousand

USD)

(Thousand

Euro)

Deposit subordinated Commercial Paper 16

19/12/2015 16/08/2016 6- Month

Settlement 0.780% 14,912 13,697

TOTAL 14,912 13,697

Year 2014

Date of incorporation

Expiration Date Rate of interest

Amount Amount

(Thousand

USD)

(Thousand

Euro)

Deposit subordinated Commercial Paper 14

11/12/2014 04/10/2015 6- Month Settlement

0.460% 7,486 6,166

Deposit issue subordinated bonds SEC 3

10/10/2012 10/09/2015 6- Month

Settlement:4.664% 2,000,000 1,647,310

TOTAL 2,007,486 1,653,476

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During the years 2015 and 2014, the amount assigned to the income statement related to the accrual of premiums generated at the time of formation of the deposits amounted to EUR 1,335 and 1,916 thousand, respectively, and are registered in the heading “Net revenue – Revenue from marketable securities and other financial assets – Group companies and associates” of the accompanying balance sheets.

As of December 31, 2015 and 2014, the corresponding accrued interest receivable generated from the deposits mentioned above amounted to EUR 13 thousand and EUR 17,504 thousand, respectively, and are recognised under "Short-term Investments in group and associated companies - loans to companies” in the accompanying balance sheets.

The accrued interests of all the deposits during the years 2015 and 2014 amounted to EUR 64,955 and 83,547 thousand, and figure under “Net revenue – Revenue from marketable securities and other financial assets – Group companies and associates” of the profit and loss account, respectively.

As of December 31, 2014 the amount of the deferred revenues pending of accrual registered under the heading "Short-term investments in group and associated companies - loans to companies' balance sheets of the attachments, amounted to EUR 1,235. As of December 31, 2015, the Company has not registered deferred revenues pending of accrual.

The average effective interest earned on these assets was 0.6% and 3.96% annually in the years 2015 and 2014 respectively.

7. Cash and cash equivalents

The amount of this heading of the balance sheets as of December 31, 2015 and 2014 belongs to a remunerated current account held by the Company at Banco Bilbao Vizcaya Argentaria, S.A. that amounted to EUR 195 and EUR 194 thousand, respectively.

During the years 2015 and 2014, this current account did not accrue any interest.

8. Equity

Share capital

As of December 31, 2015 and 2014, the share capital amounted to EUR 60,102, and consisted of 10,017 ordinary shares of EUR 6 nominal value each, fully subscribed and paid by Banco Bilbao Vizcaya Argentaria, S.A.

The shares of the Company are not listed.

Legal Reserve

Under the revised Spanish Companies Act, the companies who obtain profits in the economic exercise will have to allocate 10% of such profits as legal reserve until this one reaches, at least, 20% of the share capital. The legal reserve could be used for increasing the share capital in the part of the balance that exceeds 10% of the already increased capital. Apart from this purpose, and while it does not overcome the 20% of the share capital, this reserve will only be able to be used to compensate for losses, providing that there do not exist other reserves to meet this requirement . As of December 31, 2015 and 2014, the legal reserve of the Company had reached the stipulated level.

Other contributions from partners

In the Extraordinary General Meeting held on December 18, 2014, was approved a monetary contribution of the Sole-Shareholder amount of EUR 123 thousand with the purpose of compensation for losses, which was disbursed before the closure of the exercise.

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9. Non-current and Current payables

The balance of the heading “Current payables – Debentures and other marketable securities” of the

accompanying balance sheets as of December 31, 2015 and 2014, is as follows:

Thousand euros

2015 2014

Current issues 13,778 1,653,487 Anticipated charges for long term issues (68) (1,070)

Deferred charges - (106)

Interest from BBVA issues - 17,500

Total 13,710 1,669,811

As of December 31 2015, the Company had one outstanding issue; CP-16, having expired on March, 2015 issue CP-15, which was issued on February, 2015. As of December 31 2014, the Company hold two outstanding issues; SEC-3 and CP-14.

The Board of Directors of the Company, at the meeting held on 28 March 2006, agreed to the issue ordinary bonds for a maximum amount up to EUR 5,000 million, or the equivalent in another currency. All the issues are jointly, severalty and irrevocable guarantee of Banco Bilbao Vizcaya Argentaria, S.A.

SHELF PROGRAM

In use of the authority conferred by the General Shareholder’s meeting of Meeting held on May 28, 2008, the Company’s Board of Directors approved a “Shelf” Securities Issuance Program in the United States for the issuance of debentures, bonds or other subordinated debt securities, for a maximum amount of EUR 6,000,000 thousand or its equivalent in any other currency. Subsequently, the Company’s Board of Directors, in its meetings held on June 21, 2010, and July 1, 2013, agreed to renew the “Shelf” Securities Issuance Program with similar characteristics, for a maximum amount of EUR 6,000,000 thousand.

Two additional issues were made during May 2009 under the Shelf Program:

Issue of SEC-1 non-convertible bonds for an amount of USD 1,000,000 thousand (equal to EUR 725,111 thousand at 31 December 2013). The issue was launched on May 18, 2011, and matures on May 16, 2014. The remuneration on the issue is a fixed nominal annual rate of 3.25 % payable half-yearly in arrears over the years of life of the issue.

Issue of SEC-2 non-convertible bonds for an amount of USD 600,000 thousand (equal to EUR 435,066 thousand at December 31, 2013). The issue was launched on 18 May 2011, and matures on 16 May 2014. The remuneration on the issue is 3-month USD Libor plus 2.125% payable quarterly in arrears over the years of life of the issue.

During 2012 the Company issued, under the “Shelf” program mentioned above, one issue:

Issue of SEC-3 non-convertible bonds for an amount of USD 2,000,000 thousand (equal to EUR 1,647,310 thousand at 31 December 2014). The issue was launched on October 10, 2012, and matures on October 9, 2015, and, accordingly, was recognised under “Current Payables – Debentures and other marketable securities” in the accompanying balance sheets as of December 31, 2013 and 2012. The remuneration on the issue is a fixed nominal annual rate of 4.664% payable semi-annual over the years of life of the issue.

USCP PROGRAM

In use of the authority conferred by the General Shareholder’s meeting of Meeting held on December 11, 2012, the Board of Directors of the Company approved the establishment of a program named "US-Commercial Paper" ("USCP Program") of which the Company is an issuer, for the issuance, in one or several times, of commercial paper, for a maximum amount of USD 10,000,000 thousand or its equivalent in any other currency. The maturity date of the issuances of commercial paper will be, at least, one day and 364 days as maximum. The commercial paper issued may be listed on the Irish Stock Exchange but the USCP Program will not be registered before any authority of the United States of America pursuant to

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the exemption provided for in the U.S. Securities Act of 1933. The USCP Program was last renewed on January 25, 2016 for a period of one year. The Society carried out two new issues during the year 2015:

Issue of Commercial Paper CP-15, with nominal amount of USD 25,000 thousand and actual amount of USD 24,994 thousand. The CP-15 has been issued on February 17, 2015, the maturity will be reached on March 19, 2015, and the remuneration was fixed at a nominal rate of 0.28% per annum payable at maturity. As of December 31, 2015 the issue has expired.

Issue of Commercial Paper CP-16, with nominal amount of USD 15,000 thousand and actual amount of USD 14,912 thousand (equal to EUR 13,697 thousand at December 31, 2015). The CP-16 have been issued on November 19, 2015, the maturity will be reached on August 16, 2016, reason why it is on heading “Current Payables – Debentures and other marketable securities” of the accompanying balance, and the remuneration was fixed at a nominal rate of 0.78% per annum payable at maturity.

Also, in 2014 the Company, in the framework of USCP Program, the Company have been issued:

Issue of Commercial Paper CP-4, with nominal amount of USD 16,000 thousand and actual amount of USD 15,996 thousand. The CP-4 has been issued on January 17, 2014, the maturity will be reached on June 16, 2014, and the remuneration was fixed at a nominal rate of 0.51% per annum payable at maturity.

Issue of Commercial Paper CP-5, with nominal amount of USD 15,000 thousand and actual amount of USD 14,966 thousand. The CP-5 has been issued on January 24, 2014, the maturity will be reached on June 23, 2014, and the remuneration was fixed at a nominal rate of 0.55% per annum payable at maturity.

Issue of Commercial CP-6, with nominal amount of USD 20,000 thousand and actual amount of USD 19,960 thousand. The CP-6 has been issued on May 22, 2014, the maturity will be reached on October 27, 2014, and the remuneration was fixed at a nominal rate of 0.45% per annum payable at maturity.

Issue of Commercial CP-7, with nominal amount of USD 18,500 thousand and actual amount of USD 18,482 thousand. The CP-7 has been issued on June 3, 2014, the maturity will be reached on September 3, 2014, and the remuneration was fixed at a nominal rate of 0.38% per annum payable at maturity.

Issue of Commercial CP-8, with nominal amount of USD 15,000 thousand and actual amount of USD 14,997 thousand. The CP-8 has been issued on July 18, 2014, the maturity will be reached on August 18, 2014, and the remuneration was fixed at a nominal rate of 0.25% per annum payable at maturity.

Issue of Commercial CP-9, with nominal amount of USD 20,000 thousand and actual amount of USD 19,981 thousand. The CP-9 has been issued on September 3, 2014, the maturity will be reached on December 11, 2014, and the remuneration was fixed at a nominal rate of 0.35% per annum payable at maturity.

Issue of Commercial CP-10, with nominal amount of USD 20,000 thousand and actual amount of USD 19,995 thousand. The CP-10 has been issued on September 11, 2014, the maturity will be reached on October 16, 2014, and the remuneration was fixed at a nominal rate of 0.26% per annum payable at maturity.

Issue of Commercial CP-11, with nominal amount of USD 20,000 thousand and actual amount of USD 19,996 thousand. The CP-11 has been issued on September 19, 2014, the maturity will be reached on October 20, 2014, and the remuneration was fixed at a nominal rate of 0.25% per annum payable at maturity.

Issue of Commercial CP-12, with nominal amount of USD 20,000 thousand and actual amount of USD 19,996 thousand. The CP-12 has been issued on September 30, 2014, the maturity will be reached on October 30, 2014, and the remuneration was fixed at a nominal rate of 0.25% per annum payable at maturity.

Issue of Commercial CP-13, with nominal amount of USD 10,000 thousand and actual amount of USD 9,998 thousand. The CP-13 has been issued on October 30, 2014, the maturity will be reached

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on December 2, 2014, and the remuneration was fixed at a nominal rate of 0.25% per annum payable at maturity.

Issue of Commercial CP-14, with nominal amount of USD 7,500 thousand and effective amount of USD 7,486 thousand (EUR 6,177 thousand at December 31, 2014). The CP-14 has been issued on November 12, 2014 and is due April 10 of 2015, recorded under the heading "short-term debts - obligations and other securities" of the accompanying balance sheet. The remuneration of the issue is fixed rate of 0.46% per annum payable at maturity.

All the issues are jointly, severally and irrevocably guaranteed by Banco Bilbao Vizcaya Argentaria, S.A. The actual amount obtained from the bond issues has been deposited at Banco Bilbao Vizcaya Argentaria, S.A. (see Note 6), under the same conditions than the issues.

The interests accrued on these issues in 2015 and 2014 amounted to EUR 64,955 thousand and EUR 83,548 thousand respectively and this amount have been recognised in “Expenses from marketable securities – On debts to third parties” of the 2015 and 2014 accompanying balance sheets.

Additionally, the accrued interests remained unpaid as of December 31, 2014 have been recognised under “Current payables - Debentures and other marketable securities” amounted to EUR 17,500 thousand. As of December 31, 2015 there were no accrued interests that remained unpaid. Also, this heading include the amount of the expenditures to be charged to the profit and loss account related to this issues, as of December 31, 2015 and 2014 amounted to EUR 68 and 1,070 thousand, respectively.

The deferred expenditures of issues with a maturity of less than one year, pending of accrual as of December 31 of 2015 and 2014, amounted to EUR 68 and 1,070 thousand respectively, recognised under the heading "Short-term debts - obligations and other securities" of accompanying balance sheets.

The average effective interest rate for these liabilities has been 0.8 % and 5.05 % as of December 31,

2015 and 2014.

Also, in 2015 and 2014 the Company also recorded EUR 21 and 23 thousand from expenses arising from

the aforementioned program under the caption “Expenses from marketable securities – On debts to third

parties” in the accompanying income statements. The outstanding issue at December 31, 2015 is listed on

the Dublin Stock Exchange (CP-16). Taking into consideration the short maturity of the commercial paper

(CP-16), the fair value does not differ significantly from the value in books to 31 December, 2015. Given

the symmetrical nature of the associated deposits, the reasonable value thereof is equivalent to issues that

are linked.

As of December 31, 2015 and 2014, the Company had registered the amount of the outstanding issues of

ordinary bonds with a maturity of less than one year in the heading “Current payables - Debentures and

other marketable securities”, net of the expenses incurred on the debt issues except the expenses

charged to the profit and loss account during the issues maturity date. During 2015 and 2014 expenses

incurred for this concept amounted to EUR 126 and 254 thousand respectively, registered on the heading

“Expenses for marketable securities- On debts to third parties” of the accompanying profit and loss

accounts.

Also, the issues amount is presented net of the premium paid at the moment of the issue, pending of being

charged to the profit and loss account. The paid premium is charged to the profit and loss account during

the lifetime of the issues. During 2015, the amount charged to the profit and loss account has amounted to

EUR 1,163 thousand (EUR 1,658 thousand in 2014), registered by the Company in the heading “Expenses

from marketable securities - On debts to third parties” of the accompanying profit and loss accounts.

10. Short-term payables to Group and associated companies

The amount of this heading of the balance sheets as of December 31, 2015 and 2014 include a credit facility with annual renewal that the Company maintains with Banco Bilbao Vizcaya Argentaria, S.A. This credit facility which is limited to EUR 500 thousand, as of December 31, 2015 has a balance drawn of EUR 415 thousand (EUR 325 thousand at December 31, 2014) and bears an interest rate equal to 3-month Euribor plus a 0.15% spread. The maturity date was on March 16, 2016, when such credit facility was renewed until March 16, 2017.

The interest accrued during 2015 and 2014 amounted to EUR 7 and 6 thousand, respectively and these

amounts were recorded under the caption “Finance costs – On debts to Group companies and associates”

11

of the income statements for the years 2015 and 2014. In addition, the accrued unpaid interest on this

facility as of December 31, 2015 and 2014 both are EUR 1 thousand, recorded in the breakdown “Current

liabilities – Short-term payables to Group and Associated companies” of the accompanying balance

sheets.

11. Tax matters

Pursuant to the provisions Law 27/2014 of November 27, 2014, on Corporate Income Tax, the Company is subject to corporate income tax. The Company also files consolidated tax returns as part of the 2/82 Group, whose parent company is Banco Bilbao Vizcaya Argentaria, S.A.

At the date in which these financial statements are prepared, the Company has the last four years open for inspection by tax authorities for the main taxes applying.

The breakdown of the account reconciliation between taxable income and taxable corporate income tax as of December 31, 2015 and 2014 is as follows:

Thousand Euro

2015 2014

Profit before taxes (4) (224)

Permanent differences

Increases - -

Decreases - -

Adjusted profit (4) (224)

Temporary differences

Increases - -

Decreases - -

Set-off of tax losses - -

Taxable base (4) (224)

Tax rate 30% 30%

Gross tax payable - -

Deductions - -

Tax withholdings and pre-payments - -

Net tax payable - -

Below is the calculation of the Company Tax expense for 2015 and 2014:

Thousand Euros

2015 2014

Adjusted profit (4) (224)

30% on the adjusted profit 1 (67)

Impact due to temporary differences - -

Deduction due to double taxation - -

Tax accrued in the fiscal year 1 (67)

Set-off of activated tax losses - -

Adjust due to Corporate Income Tax on

variation of temporary difference

- -

Adjust due to Corporate Income Tax in

previous fiscal years

- -

Expense/(Income) due to Corporate

Income Tax

1 (67)

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The tax loss and tax credit carry forwards and other deferred tax assets recognised by the Company are

offset by the BBVA tax group in its income tax returns to the extent that the tax group obtains sufficient

profits.

Until 2011, the companies belonging to the aforementioned tax group only recognised deferred tax assets (tax loss and tax credit carry forwards) in their financial statements in two cases, either when these companies generated sufficient profits to be able to use them, or when the company’s own financial projections supported them, within the limits established by law. In 2011 Banco Bilbao Vizcaya Argentaria, S.A., as the head of the tax group vis-à-vis the tax authorities, changed the criterion for offsetting then in force, and recognised these tax assets at the companies belonging to the tax group to the extent that the tax group had offset them or was going to offset them in consolidated income tax returns.

As can be seen in the foregoing table, the Company recognised these temporary differences under “Income Tax Expense” for 2015 and 2014, as required by the regulations applicable to changes of estimates, and recognised an asset of EUR 1 thousand under "Deferred tax assets" in the balance sheet at December 31, 2015 (EUR 67 thousand at December 31, 2014).

As of December 31, 2015 and 2014, there were no unrecognised deferred taxes assets or liabilities.

Due to the diversity of interpretations that can be made from the applicable tax legislation, the outcome of the tax audits of the open years that could be conducted by the tax authorities in the future might originate contingent tax liabilities which cannot be objectively quantified at the present time. However, the Company’s Board of Directors and its tax advisors consider that the probability of these contingent liabilities becoming actual liabilities is remote and, in any case, the tax charge which might arise therefore would not materially affect the Company’s financial statements.

12. Other operating expenses

Other operating expenses

The balance of the heading “Other operating expenses – Exterior Services” of the accompanying income

statements includes the audit fees relative to the auditing services of the Company’s financial statements.

In 2015, the detail of the fees paid for the auditing of the financial statements and other services conducted

by Deloitte, S.L. and other firms related, is as follows:

Thousand Euros

Audit services 12

Other verification services -

Total Auditing Services and Related 12

Tax advisory services -

Other Services -

Total profesional Services 12

The services provided by our auditors meet the independence requirements established in Legislative

Royal Decree 1/2011, of July 1, approving the Consolidated Audit Law, and accordingly they did not

include the performance of any work that is incompatible with the audit function.

The Company does not incur salary expenses, as it has no workforce. The Company’s management is

carried out by personnel of the BBVA Group.

13. Remuneration of the Company’s Board of Directors

The Company does not accrue or pay any wages, salaries or attendance fees to the members of the

Board of Directors. It also did not grant any loans or advances or acquire any commitments derived from

Pension Plans with any current or former members of the Board of Directors.

13

All of the members of the Board of Directors perform their professional activity at Banco Bilbao Vizcaya Argentaria, S.A., the Company’s Sole-Shareholder.

As of December 31, 2015 and 2014, the Board of Directors consists of three members, all of them were men.

14. Balances and transactions with related parties

The related party balances and transactions held by the Company with BBVA Group are entirely with Banco Bilbao Vizcaya Argentaria, S.A. as of December 31, 2015 and 2014 as follows:

Concept Thousand Euros

2015 2014

BALANCE SHEET:

Assets-

Deferred tax assets (Note 11) Short-term investments (Note 6) Cash (Note 7)

294 13,710

195

293 1,669,745

194

Liabilities-

Short-term liabilities INCOME STATEMENT:

416

326

Income/(Expenses)-

Turnover – Income from marketable values and other financial assets (Note 3.a and 6) Financial expenses (Note 10)

66,290

(7)

85,464

(6)

15. Other creditors

Down below we present the information required by the third additional provision of the Law 15/2010, of July 5 (modified through the second final provision of the Law 31/2014, of December 3) that has been prepared in accordance with the ICAC Resolution of January 29, 2016 on the information to be included in the notes of the financial statements in relation to the average payment period to suppliers in commercial operations.

In accordance with the sole additional provision of the Resolution mentioned above, as this is the first year of application of the Resolution, no comparative information is presented.

2015

Days

Average suppliers’ payment period 15

Paid operations ratio 18

Unpaid operations ratio 1

Thousands of euros

Total payments made in the year 84

Total pending payments 17

14

Under the Resolution of the ICAC, to calculate the average payment period to suppliers, it is necessary to take into account the relevant commercial operations related to the delivery of goods or services accrued from the date of implementation of the Law 31/2014, of 3 December.

"Average suppliers’ payment period" means the period of time between the delivery of goods or the provision of services by the supplier and the effective payment of the operation.

The maximum legal payment term applicable to the Company as of December 31, 2015 and 2014, according to Law 15/2010, of July 5, that modifies Law 3/2004, by which measures to prevent late payment in commercial transactions is established, is 30 days. However, Law 11/2013, of July 26, on measures to support the entrepreneur and for the stimulation of growth and job creation, amended Law 3/2004, establishing the legal maximum period for payment in 30 days, which is extendable by agreement between the parties with a limit of 60 calendar days. As a result, the Company has taken as reference 60 days in both exercises.

16. Subsequent events

From December 31, 2015 to the preparation date no significant events that have an impact on the

Financial Statements have taken place.

Explanation added for translation to English

These financial statements are presented on the basis of accounting principles generally accepted in Spain. Certain accounting practices applied by the Company that conform with generally accepted accounting principles in Spain may not conform with generally accepted accounting principles in other countries.

1

Translation of a report originally issued in Spanish based on our work performed in accordance with the audit

regulations in force in Spain. In the event of a discrepancy, the Spanish-language version prevails.

BBVA U.S. SENIOR, S.A. (Sole-Shareholder Company)

Management Report for the year ended December 31, 2015

The corporate purpose of BBVA U.S. Senior, S.A. (Sole-Shareholder Company) (hereinafter, the "Company"), is the issue of preference shares and/or other financial instruments, including issues of debt instruments of any kind, for placement in both domestic and international markets. During 2015, the Shareholder’s meeting, the Board of Directors and under GMTN Program (“Global Medium Term Notes”) of debt issuance to a maximum of EUR 40,000,000 thousand there has been no issues. On December 18, 2015, GMNT Program expired, date from which the Company will not continue making additional issues in with this program. In use of the authority conferred by the General Shareholder’s meeting of Meeting held on May 28, 2008, the Company’s Board of Directors approved a “Shelf” Securities Issuance Program in the United States for the issuance of debentures, bonds or other subordinated debt securities, for a maximum amount of EUR 6,000,000 thousand or its equivalent in any other currency. Subsequently, the Company’s Board of Directors, in its meetings held on June 21, 2010, and July 1, 2013, agreed to renew the “Shelf” Securities Issuance Program with similar characteristics, for a maximum amount of EUR 6,000,000 thousand. During 2015, there have been no issues under this Program and on October 9, 2015 the only issue that remained under this Program (bonds issue SEC-3), for an amount of USD 2,000,000 thousand, expired.

In use of the authority conferred by the General Shareholder’s meeting of Meeting held on December 11, 2012, the Board of Directors of the Company approved the establishment of a program named "US-Commercial Paper" ("USCP Program") of which the Company is an issuer, for the issuance, in one or several times, of commercial paper, for a maximum amount of USD 10,000,000 thousand or its equivalent in any other currency. The maturity date of the issuances of commercial paper will be, at least, one day and 364 days as maximum. The commercial paper issued may be listed on the Irish Stock Exchange but the USCP Program will not be registered before any authority of the United States of America pursuant to the exemption provided for in the U.S. Securities Act of 1933. The USCP Program was last renewed on January 25, 2016 for a period of one year. During fiscal year 2015, the Company has launched 2 issues:

Commercial Paper Issue CP-15, with nominal amount USD 25,000 thousand and actual amount of USD 24,994 thousand. The issue date was February 17, 2015 and the maturity date was March 19, 2015. The remuneration was fixed at a nominal rate of 0.28% per annum payable at maturity. As of December 31, 2015, the issue has expired.

Commercial Paper Issue CP-16, with nominal amount USD 15,000 thousand and actual amount of USD 14,912 thousand (equivalent to EUR 13,697 thousand at December 31, 2015). The issue date was November 19, 2015 and the maturity date is on August 16, 2016. The remuneration was fixed at a nominal rate of 0.78% per annum payable at maturity.

All issues are jointly, severally and irrevocably guaranteed by Banco Bilbao Vizcaya Argentaria, S.A, the Company’s Sole-Shareholder. Income Statement

The net loss for the year 2015 amounted to EUR 3 thousand. The Company recognizes an operating loss of EUR 3 thousand, derived from a net revenue amounting to EUR 66,290 thousand, arising from its turnover, expenses from marketable securities and other financial instruments amounting to EUR 66,265 thousand and other operating expenses amounting to EUR 22 thousand.

2

The Company’s financial expenses for the year amounted to EUR 7 thousand. During year 2015, the Company has recognized an Income Tax of EUR 1 thousand, due to recognition of a tax asset. Under current legislation, tax losses can be offset for tax purposes with the profits arising from the following eighteen years under several conditions. Due to its activity, the Company does not incur in any environmental expenses. The Company has no staff expenses, as it has no workforce. Company’s management is carried out by personnel from Banco Bilbao Vizcaya Argentaria Group (hereinafter, the “BBVA Group”). Profit distribution

The Company’s Board of Directors will submit for approval to the Sole-Shareholder the full distribution of the net loss for the year 2015, which amounts to EUR 3 thousand, to “Losses from previous years".

Portfolio Shares

No purchases of Company’s own shares or of its Sole-Shareholder have taken place. Risk exposure

The Company carries out its business activity as an issuer of preferred securities and/or other financial

instruments, including debt instruments of any kind as part of the BBVA Group, obtaining the financing

facilities required for its operations from the Group on an on-going basis, which is managed by employees

of the Group.

The main financial risks affecting the Company are as follows:

Interest rate risk: Changes in interest rates affect the interest received from deposits and the interest paid on issues. Therefore, the changes in interest rates offset each other.

Liquidity risk: The Company obtains the liquidity required to meet interest payments, refunds of issues and the needs for its business activity from subordinated deposits on the issues associated contracted with Banco Bilbao Vizcaya Argentaria, S.A. (See Note 6), or with the credit policy maintained with its Sole-shareholder (see Note 10).

Credit risk: Since in all cases the counterparty of the deposits is Banco Bilbao Vizcaya Argentaria, S.A., the Company considers that its exposure to this risk is not relevant.

Other market risks: The carried out issues fair value does not differ significantly from the deposits fair value, considering that their characteristics (amount, maturity-date and interest rates) are the

same.

Fair value of issues does not significantly differ from deposits, as its characteristics (amount, maturity and interest rate) are equal. Regarding issues with a financial derivative involved, the Company constitutes a “mirror” deposit with Banco Bilbao Vizcaya Argentaria, S.A., therefore the Company is not exposed to variations in the fair value of those financial instruments.

Use of financial instruments

Hybrid financial instruments are those that combine a non-derivative principal contract and a financial derivative (embedded derivative) that cannot be independently transferred. As of December 31, 2015, the Company has not recognized any hybrid financial instrument on its balance sheet.

3

Research and Development

Due to the Company’s activity, it does not incur into any research and development expenses.

Other Creditors

Down below we present the information required by the third additional provision of the Law 15/2010, of July 5 (modified through the second final provision of the Law 31/2014, of December 3) that has been prepared in accordance with the ICAC Resolution of January 29, 2016 on the information to be included in the notes of the financial statements in relation to the average payment period to suppliers in commercial operations.

In accordance with the sole additional provision of the Resolution mentioned above, as this is the first year of application of the Resolution, no comparative information is presented.

2015

Days

Average suppliers’ payment period 15

Paid operations ratio 18

Unpaid operations ratio 1

Thousand Euro

Total payments made in the year 84

Total pending payments 17

Under the Resolution of the ICAC, to calculate the average payment period to suppliers, it is necessary to take into account the relevant commercial operations related to the delivery of goods or services accrued from the date of implementation of the Law 31/2014, of 3 December.

"Average suppliers’ payment period" means the period of time between the delivery of goods or the provision of services by the supplier and the effective payment of the operation.

The maximum legal payment term applicable to the Company as of December 31, 2015 and 2014, according to Law 15/2010, of July 5, that modifies Law 3/2004, by which measures to prevent late payment in commercial transactions is established, is 30 days. However, Law 11/2013, of July 26, on measures to support the entrepreneur and for the stimulation of growth and job creation, amended Law 3/2004, establishing the legal maximum period for payment in 30 days, which is extendable by agreement between the parties with a limit of 60 calendar days. As a result, the Company has taken as reference 60 days in both exercises.

Subsequent events

No significant events have taken place after December 31, 2015.

Outlook for 2016

The Company will keep its corporate purpose and will continue its strategy of managing its current issues,

undertaking, if any, new issues pursuant to the BBVA Group’s strategy.

Report of corporate governance

The Company is a company located in Spain which voting rights are wholly and directly held by BBVA and pursuant to Article 9 of the Order ECC/461/2013 of March 20, BBVA Subordinated Capital, S.A. (Sole-Shareholder Company) has not prepared an Annual Report of Corporate Governance since it has been prepared and presented by Banco Bilbao Vizcaya Argentaria, S.A., as the parent company of the Group, on February 5, 2016 to the National Securities Market Commission.

DISCLAIMER: This English version is only a translation of the original in Spanish for information purposes. In case of discrepancy, the Spanish original prevails.

DECLARATION OF RESPONSIBILITY FOR THE ANNUAL FINANCIAL REPORT The members of the Board of Directors of BBVA U.S. SENIOR, S.A. UNIPERSONAL hereby declare that, to the extent of their knowledge, the annual financial statements corresponding to financial year 2015, drafted at the meeting dated 30th March 2016, prepared in accordance with applicable accounting standards, offer a faithful image of the net assets, financial situation and results of BBVA U.S. SENIOR, S.A. UNIPERSONAL, and that the management report include a faithful analysis of the performance, business earnings and position of BBVA U.S. SENIOR, S.A. UNIPERSONAL, together with the description of the main risks and uncertainties that the Company faces.

Madrid, 30th March 2016.

SIGNED BY ALL MEMBERS OF THE BOARD