TEXT-S&P affirms BBVA USA Bancshares 'BBB/A-2' ratings

(The following statement was released by the rating agency)

May 25 - Overview

-- On May 25, 2012, we affirmed our 'BBB+/A-2' long- and short-term
ratings on Banco Bilbao Vizcaya Argentaria S.A. (BBVA S.A.) and
removed the ratings on the subordinated and Tier 1 hybrid notes from CreditWatch
negative.

-- In our view, the strategic importance of BBVA USA Bancshares Inc.
(BBVA USA) and subsidiary Compass Bank to their parent, BBVA S.A., is high
under our group methodology criteria.

-- As a result, we are affirming our 'BBB/A-2' ratings on BBVA USA and
Compass Bank and removing the relevant subordinated and preferred ratings from
CreditWatch negative.

-- The outlook on the long-term ratings on BBVA USA and Compass Bank is
negative, reflecting the outlook on their parent.

Rating Action
On May 25, 2012, Standard & Poor's Ratings Services affirmed its 'BBB/A-2'
long- and short-term issuer credit ratings on BBVA USA Bancshares Inc. (BBVA
USA) and Compass Bank. The outlook on the long-term ratings remains negative.
We also affirmed the subordinated and preferred ratings on BBVA USA's
subsidiaries and removed them from CreditWatch, where they were placed with
negative implications on April 30, 2012.

Rationale
We affirmed our ratings on BBVA USA and Compass Bank following our affirmation
of the ratings on the parent, Banco Bilbao Vizcaya Argentaria S.A. (BBVA S.A.;
BBB+/Negative/A-2), on May 25. Based on our group methodology criteria, we
consider these rating actions linked because we view BBVA USA's strategic
importance to its parent as high. Our stand-alone credit profile (SACP) for
BBVA USA remains 'bbb'.

The affirmation of our ratings on BBVA S.A. follows our review of the wider
implications of our two-notch downgrade of the Kingdom of Spain
(BBB+/Negative/A-2) for the Spanish banking sector. Consequently, we have
maintained our Banking Industry Country Risk Assessment on Spain at group '5',
and revised our economic risk score to '6' from '5'.

We affirmed our subordinated and preferred ratings on BBVA USA subsidiaries
and removed them from CreditWatch, in line with the actions on the
subordinated and preferred ratings on the parent following our Spanish banking
industry review.

Outlook
The negative outlook on BBVA USA reflects the outlook on its parent, BBVA
S.A., which, in turn, mirrors the negative outlook on Spain. In addition, it
reflects our view that BBVA S.A. may underperform our financial expectations,
in the context of the still fragile and uncertain European economic and
financial environment, particularly in Spain. Because we view BBVA USA and
Compass Bank as highly strategic subsidiaries of BBVA S.A., any downgrade of
the Spanish parent would very likely lead to corresponding downgrades of these
U.S. subsidiaries.

Ratings Score Snapshot
Bank Holding Company Rating BBB/Negative/A-2
Issuer Credit Rating BBB/Negative/A-2

SACP bbb
Anchor bbb+
Business Position Adequate (0)
Capital and Earnings Adequate (0)
Risk Position Moderate (-1)
Funding and Liquidity Average

and Adequate (0)

Support 0
GRE Support 0
Group Support 0
Sovereign Support 0

Additional Factors 0

Related Criteria And Research

-- Spain-Based BBVA 'BBB+/A-2' Ratings Affirmed Following Spanish Banking
Sector Review; Outlook Negative, May 25, 2012

-- For U.S. Large Regional Banks, Strengthening Asset Quality Supported
An Improvement In First-Quarter Results, May 11, 2012

-- BBVA USA Bancshares Inc. Long-Term Rating Lowered To 'BBB' From 'A-';
Outlook Is Negative, April 30, 2012

-- Negative Rating Actions On 16 Spanish Banks Following Sovereign
Downgrade, April 30, 2012

-- Ratings On Spain Lowered To 'BBB+/A-2' On Debt Concerns; Outlook
Negative, April 26, 2012

-- Group Rating Methodology And Assumptions, Nov. 9, 2011

-- Bank Hybrid Capital Methodology, Nov. 1, 2011

Ratings List
Ratings Affirmed

BBVA USA Bancshares Inc.
Counterparty Credit Rating BBB/Negative/A-2

Compass Bank
Counterparty Credit Rating BBB/Negative/A-2
Certificate Of Deposit BBB/A-2

Ratings Affirmed; CreditWatch Action

To From
Compass Bank
Subordinated BBB- BBB-/Watch Neg

Compass Loan Holdings Inc.
Preferred Stock BB BB/Watch Neg

Complete ratings information is available to subscribers of RatingsDirect on
the Global Credit Portal at www.globalcreditportal.com. All ratings affected
by this rating action can be found on Standard & Poor's public Web site at
www.standardandpoors.com. Use the Ratings search box located in the left
column.

(New York Ratings Team)