Obligation Crédit Agricole 3.25% ( US22535WAD92 ) en USD

Crédit Agricole

97.45 % ▲

France

US22535WAD92 ( en USD )

3.25% par an ( paiement semestriel )

03/10/2024

Prospectus brochure de l'obligation Crédit Agricole US22535WAD92 en USD 3.25%, échéance 03/10/2024

250 000 USD

1 500 000 000 USD

22535WAD9

04/10/2024 ( Dans 143 jours )

L'Obligation émise par Crédit Agricole ( France ) , en USD, avec le code ISIN US22535WAD92, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/10/2024

Pricing Term Sheet dated September 27, 2017

Crédit Agricole S.A.
acting through its London Branch
U.S.$20,000,000,000
Medium-Term Note Program
Series No. 20
Tranche No. 1
U.S. $1,500,000,000
3.250% Senior Non-Preferred Notes due 2024
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, 2017 (the "Base
Offering Memorandum"). This document constitutes the Pricing Term Sheet of the
Notes described herein and must be read in conjunction with the Base 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 Base Offering
Memorandum. The Base Offering Memorandum is available from the dealers referred to
herein.

Issuer:
Crédit Agricole S.A., acting through its London
Branch
Expected Security Ratings*:
Moody's Investors Service Inc.: Baa2
Standard & Poor's Global Ratings: BBB+
Fitch Ratings: A+
Security:
3.250% Senior Non-Preferred Fixed Rate Notes due
2024 (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.
Principal Amount and Currency: U.S.$1,500,000,000
Offering Date:
September 27, 2017
Original Issue Date:
October 4, 2017 (T+5)
Maturity Date:
October 4, 2024
Issue Price:
99.634%

Interest Basis:
3.250% Fixed Rate, accruing from and including the
Original Issue Date to and excluding the Maturity
Date
Treasury Benchmark:
UST 1.875% due August 31, 2024
Treasury Price:
98-10
Treasury Yield:
2.139%
Re-offer Spread to Benchmark:
117 bps
Re-offer Yield:
3.309%
Rate of Interest and Interest
3.250 % per annum, payable semi-annually in
Payment Date(s):
arrears on each April 4 and October 4, commencing
on April 4, 2018 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:
Credit Agricole Securities (USA) Inc.
Barclays Capital Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities 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.
Ranking:
Senior Non-Preferred Obligations, which constitute
direct, unconditional, senior (chirographaires) and
unsecured 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;
2

(ii) senior to Ordinarily Subordinated
Obligations of the Issuer; and
(iii) junior to Senior Preferred Obligations of the
Issuer and all present and future claims
benefitting from statutory preferences.
Subject to applicable law, if any judgment is
rendered by any competent court declaring 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 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. 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 Event:
Callable upon the occurrence of a Tax Event or an
MREL/TLAC Disqualification Event (subject to
3

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
MREL/TLAC Disqualification Event means at any
Event:
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.
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.
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.
Waiver of Set-Off:
Noteholders will not be entitled to apply set-off
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
The Notes are not subject to any guarantee or
4

Enhancement:
enhancement which may enhance the seniority of
the claim of the Noteholders.
Rule 144A CUSIP / ISIN:
22535WAD9 / US22535WAD92
Regulation S CUSIP / ISIN:
22536PAD3 / US22536PAD33

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

Certain of the above statements are summaries of the complete descriptions in the Base Offering
Memorandum and are qualified thereby. Potential investors should refer to the Base Offering
Memorandum and not rely solely on this Pricing Term Sheet in respect of such matters.

Use of Proceeds
The net proceeds of the Offering are expected to be U.S. $1,488,135,000 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 October 4, 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 two 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 Base
Offering Memorandum, as well as the following documents that have been published
since the date of the Base Offering Memorandum:
· the English version of the Issuer's Update A.02 to the 2016 Registration
Document, a French version of which was filed with the AMF on May 12, 2017
under no. D.17-0197-A02;
· the English version of the Issuer's Update A.03 to the 2016 Registration
Document, a French version of which was filed with the AMF on August 10,
2017 under no. D.17-0197-A03;
· the English version of the unaudited interim condensed consolidated financial
statements of the Crédit Agricole Group as of and for the six months ended
30 June 2017 and related notes and limited review report, available at the
following hyperlink: https://www.credit-
agricole.com/en/finance/finance/financial-publications;
5

· the Issuer's press release dated September 12, 2017 relating to the disposal of a
16.2% stake in Banque Saudi Fransi to Kingdom Holding Company, available at
the following hyperlink: https://www.credit-
agricole.com/en/finance/finance/financial-press-releases/credit-agricole-s.a.-sells-
a-16.2-stake-in-banque-saudi-fransi-to-kingdom-holding-company; and
· the Issuer's press release dated September 20, 2017 relating to the completion of
the disposal of a 16.2% stake in Banque Saudi Fransi to Kingdom Holding
Company, available at the following hyperlink: https://www.credit-
agricole.com/en/finance/finance/financial-press-releases/credit-agricole-s.a.-
announces-the-completion-of-the-disposal-of-a-16.2-stake-in-banque-saudi-
fransi-to-kingdom-holding-company.
Capitalization
The following supplements the information set forth under "Capitalization" in the Base
Offering Memorandum.
The table below sets forth the consolidated capitalization of the Issuer as of June 30,
2017. Except as set forth in this section or in an amendment or supplement to the
Offering Memorandum or in a Pricing Term Sheet, there has been no material change in
the capitalization of the Issuer since June 30, 2017.

As of
June 30, 2017
in millions of euros
(limited review)
Debt securities

163,524
Subordinated debt

26,020
Total

189,544
Equity Group share

57,371
Share capital and reserves

26,741
Consolidated reserves

25,115
Other comprehensive income

3,307
Other comprehensive income on non-current assets held for

13
sale and discontinued operations
Net income/(loss) for the year

2,195
Non-controlling interests

6,472

Total Capitalization
253,387

Since December 31, 2016 through September 22, 2017, the Issuer's (parent company
only) "debt securities in issue," for which the maturity date as of September 22, 2017 is
more than one year, did not increase by more than 11,350 million, and "subordinated
debt securities," for which the maturity date as of September 22, 2017 is more than one
year, did not increase.
6

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
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 Base
Offering Memorandum for information about eligible offerees and transfer
restrictions.
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 Base Offering Memorandum for this transaction from
the Dealers referred to herein.

7