Obligation Crédit Agricole SA 4.125% ( US22535WAB37 ) en USD

Crédit Agricole SA

100 % ▲

France

US22535WAB37 ( en USD )

4.125% par an ( paiement semestriel )

09/01/2027

Prospectus brochure de l'obligation Crédit Agricole US22535WAB37 en USD 4.125%, échéance 09/01/2027

250 000 USD

1 000 000 000 USD

22535WAB3

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

10/01/2026 ( Dans 67 jours )

Crédit Agricole est un groupe bancaire coopératif français, présent à l'international, structuré autour de caisses régionales et proposant une large gamme de services financiers.

L'Obligation émise par Crédit Agricole SA ( France ) , en USD, avec le code ISIN US22535WAB37, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/01/2027

L'Obligation émise par Crédit Agricole SA ( France ) , en USD, avec le code ISIN US22535WAB37, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Crédit Agricole SA ( France ) , en USD, avec le code ISIN US22535WAB37, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Pricing Term Sheet dated January 3, 2017

Crédit Agricole S.A.
acting through its London Branch

U.S. $20,000,000,000
Senior Medium-Term Note Program

Series No: 19
Tranche No.: 1
U.S. $1,000,000,000
4.125% Senior Non-Preferred Notes due 2027

Terms used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth in the Base Offering Memorandum dated April 6, 2016 (the "Base
Offering Memorandum"), as supplemented by the Offering Memorandum Supplement
No. 1 dated January 3, 2017 (the "Offering Memorandum Supplement No. 1"). The Base
Offering Memorandum as supplemented by the Offering Memorandum Supplement No.
1 is herein called the "Offering Memorandum." This document constitutes the Pricing
Term Sheet of the Notes described herein and must be read in conjunction with the
Offering Memorandum. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of this Pricing Term Sheet and the Offering
Memorandum. The Offering Memorandum is available from the dealers referred to
herein.

The Notes will be issued pursuant to the Fiscal and Paying Agency Agreement described
in the Offering Memorandum, and will not be entitled to the benefits of the Indenture
described in the Base Offering Memorandum.

Issuer:
Crédit Agricole S.A., acting through its London
Branch
Expected Security Ratings*:
Moody's Investors Service Inc.: Baa2
Standard & Poor's Ratings Services: BBB+
Fitch Ratings Ltd.: A
Security:
4.125% Senior Non-Preferred Notes due 2027
(referred to herein as the "Notes")
The Notes constitute obligations under French Law
and are issued or deemed to be issued outside of
France. See "Ranking" below.

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Principal Amount and Currency:
U.S. $1,000,000,000
Offering Date:
January 3, 2017
Original Issue Date:
January 10, 2017 (T+5)
Maturity Date:
January 10, 2027
Issue Price:
99.498%
Interest Basis:
4.125% Fixed Rate, accruing from and including the
Original Issue Date to and excluding the Maturity
Date
Treasury Benchmark:
UST 2% due November 15, 2026
Treasury Price:
96-06
Treasury Yield:
2.437%
Re-offer Spread to Benchmark:
175 bps
Re-offer Yield:
4.187%
Rate of Interest and Interest Payment 4.125% per annum, payable semi-annually in arrears
Date(s):
on each July 10 and January 10, commencing on
July 10, 2017 and ending on the Maturity Date.
Business Day Convention:
Following Business Day Convention, Unadjusted
Day Count Fraction:
30/360
Business Days:
Any day, not being a Saturday or a Sunday, on which
exchange markets and commercial banks are open
for business in New York
Form of Issuance:
Rule 144A / Regulation S

Form of Notes:
Registered book-entry form through DTC, Euroclear
and Clearstream
Denominations:
U.S. $250,000 and integral multiples of U.S. $1,000
in excess thereof
Method of Distribution:
Syndicated
Dealers:
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
Deutsche Bank Securities Inc.
Société Générale
TD Securities (USA) LLC
UniCredit Capital Markets LLC
Bail-in:
The Notes are subject to bail-in in accordance with
the European Bank Resolution Directive as
transposed under French Law. Contractual
recognition of bail-in power of the resolution
authorities.
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Ranking:
Senior Non-Preferred Obligations, which constitute
direct, unconditional, unsecured and senior
(chirographaires) obligations of the Issuer, and rank
and shall at all times rank:

(i) pari passu among themselves and with other
Senior Non-Preferred Obligations of the
Issuer;
(ii) senior
to
Ordinarily
Subordinated
Obligations of the Issuer; and
(iii) junior to present and future claims
benefitting from statutory preferences,
including Senior Preferred Obligations of the
Issuer.

Subject to applicable law, in the event of the judicial
liquidation (liquidation judiciaire) of the Issuer, the
Noteholders will have a right to payment under the
Notes:

(i) only after and subject to payment in full of
holders of Senior Preferred Obligations and
other present and future claims benefiting
from statutory preferences or otherwise
ranking in priority to Senior Non-Preferred
Obligations; and
(ii) subject to such payment in full, in priority to
holders
of
Ordinarily
Subordinated
Obligations of the Issuer and other present
and future claims (including super-
subordinated obligations) otherwise ranking,
or expressed to rank, junior to Senior Non-
Preferred Obligations.

"Ordinarily Subordinated Obligations" means any
subordinated obligations or other instruments issued
by the Issuer which constitute direct, unconditional,
unsecured and subordinated obligations of the
Issuer.

"Senior Non-Preferred Obligations" means any
obligations or other instruments issued by the Issuer
which are within the category of obligations
described in Article L.613-30-3I-4° of the French
Code monétaire et financier.

"Senior Preferred Obligations" means any
obligations or other instruments issued by the Issuer
which fall or are expressed to fall within the
category of obligations described in Article L.613-
30-3I-3° of the French Code monétaire et financier.
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For the avoidance of doubt, all unsubordinated debt
securities issued by the Issuer prior to the adoption
of Article L.613-30-3I-4° of the French Code
monétaire et financier constitute Senior Preferred
Obligations.
No Negative Pledge:
There is no negative pledge in respect of the Notes.
Early Redemption Events:
Callable upon the occurrence of a Tax Event or an
MREL/TLAC Disqualification Event (subject to
Applicable MREL/TLAC Regulations and, if
required, the prior consent of the Relevant Regulator
and/or the Relevant Resolution Authority) at the
outstanding principal amount, plus accrued and
unpaid interest, if any.
MREL/TLAC Disqualification Event: MREL/TLAC Disqualification Event means at any
time that all or part of the outstanding nominal
amount of the Notes does not fully qualify as
MREL/TLAC-Eligible Instruments, except where
such non-qualification was reasonably foreseeable at
the Issue Date or is due to the remaining maturity of
such Notes being less than any period prescribed by
the Applicable MREL/TLAC Regulations.
Tax Event:
Tax Event means, as a result of a change, on or after
the issue date, in applicable laws, regulations or
rulings, the Issuer would be required to pay
additional amounts on the Notes.
Alignment Event:
Alignment Event means an amendment to the
Applicable MREL/TLAC Regulations that allows
the Issuer to issue unsecured, senior non-preferred
instruments within the meaning of Article L.613- 30-
3-I-4° of the French Code monétaire et financier that
are materially different from the Notes and which
are treated as MREL/TLAC-Eligible Instruments.
Substitution and Alignment:
Following a MREL/TLAC Disqualification Event,
Tax Event or Alignment Event, the Issuer may
substitute all (but not some only) of the Notes or
modify the terms of all (but not some only) of the
Notes without any requirement for the consent or
approval of the Holders, so that the Notes become or
remain Qualifying Notes (same maturity, ranking,
interest rate, interest payment dates; terms not
otherwise materially less favorable to the Holders),
subject to the prior consent of the Relevant
Regulator and/or the Relevant Resolution Authority,
if required.
Waiver of Set-Off:
Noteholders will not be entitled to apply set-off
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rights or claims to amounts due under the Notes.
No Event of Default:
There are no events of default under the Notes which
could lead to an acceleration of the Notes, except in
the case of the liquidation of the Issuer.
Guarantee / Seniority Enhancement:
The Notes are not subject to any guarantee or
enhancement which may enhance the seniority of the
claim of the Noteholders.
Rule 144A CUSIP/ISIN:
22535WAB3 / US22535WAB37
Regulation S CUSIP/ISIN:
22536PAB7 / US22536PAB76

*A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.

Use of Proceeds
The net proceeds of the Offering are expected to be U.S. $990,230,000 and will be used
for general funding purposes.
Settlement
It is expected that delivery of the Notes will be made against payment therefor on or
about January 10, 2017 which will be 5 business days following the date of pricing of the
Notes hereof (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934, trades in the secondary market generally are required to
settle in three business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade at the commencement of trading
will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify
an alternate settlement cycle at the time of any such trade to prevent a failed settlement
and should consult their own advisor.
Documents Incorporated by Reference
The documents incorporated by reference as of the date of this pricing term sheet include
those specifically listed under "Documents Incorporated by Reference" in the Offering
Memorandum.
Fiscal and Paying Agency Agreement
The Notes will be issued pursuant to the Fiscal and Paying Agency Agreement described
in the Offering Memorandum, and will not be entitled to the benefits of the Indenture
described in the Base Offering Memorandum. The Fiscal and Paying Agent will act as
the agent of the Issuer and will not have fiduciary obligations to Noteholders. In the event
of a default by the Issuer under the Notes, there will be no trustee that can enforce the
rights of Noteholders collectively, as there would be under the Indenture. Instead,
individual Noteholders or groups of Noteholders will have to exercise enforcement rights
directly, and incur the related costs.
Important Information
The Notes have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction of the United States, and may not be offered, sold
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or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S ("Regulation S") under the Securities Act),
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the Notes are being
offered and sold only (i) outside the United States to non-U.S. persons in reliance on
Regulation S and (ii) within the United States to persons who are "qualified
institutional buyers" (each, a "QIB") within the meaning of Rule 144A ("Rule
144A") under the Securities Act and the rules and regulations thereunder, acting for
their own account or for the account of one of more QIBs in reliance on Rule 144A.
Prospective purchasers are hereby notified that sellers of the Notes may be relying
on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. See "Plan of Distribution" and "Notice to Purchasers" in the Offering
Memorandum for information about eligible offerees and transfer restrictions.
Certain of the Dealers are not broker-dealers registered with the SEC, and
therefore may not make sales of any Notes in the United States or to U.S. persons
except in compliance with applicable U.S. laws and regulations. To the extent that
any such Dealer intends to effect sales of the Notes in the United States, it will do so
only through one or more affiliated U.S. registered broker dealers, or otherwise as
permitted by applicable U.S. law.
The distribution of this Pricing Term Sheet and the offering of the Notes in certain
jurisdictions may be restricted by law and therefore persons into whose possession
this Pricing Term Sheet comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions could result in a
violation of the laws of such jurisdiction.
The Notes are not bank deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental or deposit insurance
agency or entity.
You may obtain a copy of the Offering Memorandum for this transaction from the
Dealers referred to herein.

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