Obligation BNP Paribas SA 4.705% ( US09659X2G64 ) en USD

BNP Paribas SA

100 % ▲

France

US09659X2G64 ( en USD )

4.705% par an ( paiement semestriel )

09/01/2025 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas US09659X2G64 en USD 4.705%, échue

200 000 USD

1 700 000 000 USD

09659X2G6

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659X2G64, paye un coupon de 4.705% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/01/2025

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659X2G64, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659X2G64, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

PRICING SUPPLEMENT (To product supplement dated May 16, 2018 and base prospectus dated May 5, 2017 as supplemented by the prospectus supplement
dated May 16, 2018, prospectus supplement No. 1 dated August 3, 2018 and the prospectus supplement No. 2 dated November 6, 2018)

U.S.$1,700,000,000 Fixed to Floating Rate Senior Non Preferred Notes Due 2025

January 3, 2019

This Pricing Supplement should be read together with the accompanying product supplement dated May 16, 2018 ("Product Supplement"), and base prospectus dated
May 5, 2017 as supplemented by the prospectus supplement dated May 16, 2018, prospectus supplement No. 1 dated August 3, 2018 and the prospectus supplement
No. 2 dated November 6, 2018 (together, the "Base Prospectus", and together with the Product Supplement, the "Base Documents") and the documents incorporated by
reference therein. Terms used in this Pricing Supplement are described or defined in the Base Documents. The Senior Non Preferred Notes will have terms described in
the Base Documents, as supplemented by this Pricing Supplement. If the terms described in this Pricing Supplement are different or inconsistent with those described
in the Base Documents, the terms described in this Pricing Supplement will supersede. Before you decide to invest we urge you to read this Pricing Supplement
together with the Base Documents.

Issuer: BNP Paribas
FIXED RATE PROVISIONS
Expected Rating of the Senior Non Preferred Notes: Baa1/A-/A+/
Benchmark Yield and Note: 2.355%, U.S. Treasury 2.625% due December 31,
A(High)*
2023.
Principal Amount: $1,700,000,000.
Issue Yield: 4.705% per annum.
Issue Price: 100%.
Issue Spread to Pricing Benchmark: 2.350%.
Pricing Date: January 3, 2019.
Interest Payment Dates: Semi-annually, on January 10 and July 10 of each year,
Issue Date: January 10, 2019.
commencing on July 10, 2019, up to and including the Optional Redemption Date.
Maturity Date: January 10, 2025.
Interest Calculation Period: The Interest Amount, if any, will be payable semi-
Final Redemption Amount: 100% of the Principal Amount of the Senior
annually in arrears on each Interest Payment Date. The first Interest Calculation
Non Preferred Notes plus accrued interest thereon to the date of redemption.
Period will begin on, and include the Issue Date and end on, but exclude, the first
Early Redemption Amount: Final Redemption Amount.
Interest Payment Date. Subsequent Interest Calculation Periods will begin on, and
Issuer Call: The Issuer may redeem the Notes in whole at their Early
include, the most recent Interest Payment Date and end on, but exclude, the next
Redemption Amount on the Optional Redemption Date, on not less than 5
succeeding Interest Payment Date.
nor more than 30 days' notice (subject to Condition 5(q) (Conditions to
Business Day Convention: Following Business Day Convention.
redemption prior to the Maturity Date or substitution and variation of Senior
Day Count Fraction: 30/360, (Unadjusted).
Non Preferred Notes) of the Base Prospectus).
FLOATING RATE PROVISIONS
Optional Redemption Date: January 10, 2024.
Manner in which the Rate of Interest is to be determined: Screen Rate
Optional Redemption for Taxation Reasons or upon MREL/TLAC
Determination
Disqualification Event: The Issuer may at any time redeem the Senior Non
Margin: 2.235%
Preferred Notes in whole at their Early Redemption Amount, upon the
Business Day Convention: Modified Following Business Day Convention
occurrence of a Withholding Tax Event, Gross-Up Event or MREL/TLAC
Day Count Fraction: Actual/360 (Adjusted)
Disqualification Event (subject to Condition 5(q) (Conditions to redemption
Screen Rate Determination:
prior to the Maturity Date or substitution and variation of Senior Non
- Screen Page Reference Rate: 3-month USD LIBOR with fallback provisions in case
Preferred Notes)).
of discontinuation of 3-month USD LIBOR or changes in the method by which 3-
Substitution and Variation of Senior Non Preferred Notes: Subject to
month USD LIBOR is determined.
having given notice to the Fiscal and Paying Agent and the Noteholders, if a
- Relevant Screen Page: Reuters LIBOR01 Page
MREL/TLAC Disqualification Event has occurred and is continuing, the
- Relevant Time: 11:00 am New York Time
Issuer may, at its option, but subject to Condition 5(q) (Conditions to
Reset Dates: Quarterly on Interest Payment Dates.
redemption prior to the Maturity Date or substitution and variation of Senior
Interest Determination Date: Two Business Days prior to each Interest Payment
Non Preferred Notes), substitute all (but not some only) of the Senior Non
Date.
Preferred Notes or vary the terms of all (but not some only) of the Senior
Interest Payment Dates: Interest payable quarterly each January 10, April 10, July
Non Preferred Notes without any requirement for the consent or approval of
10 and October 10 in each year from (and including) the Interest Payment Date
the Noteholders, so that they become or remain Qualifying Notes.
falling on or nearest to April 10, 2024 to (and including) the Maturity Date, subject to
Waiver of Set-Off: No Noteholder may at any time exercise or claim (and
adjustment in accordance with the Business Day Convention set forth above.
shall be deemed to have waived) any Waived Set-Off Rights against any
Regular Record Dates: With respect to each Interest Payment Date, the date that is
right, claim, or liability the Issuer has or may have or acquire against such
one Business Day prior to such Interest Payment Date, whether or not that Interest
Noteholder, directly or indirectly, howsoever arising.
Payment Date is a Business Day; provided that for an Interest Payment Date that is
No Events of Default: The terms of the Notes do not include events of
also the Maturity Date, the interest payable on that Interest Payment Date will be
default. However Noteholders may, upon written notice to the Fiscal and
payable to the person to whom the principal is payable.
Paying Agent, cause the Notes to become due and payable, together with
Statutory Write-Down or Conversion: By its acquisition of the Senior Non
accrued interest thereon, as of the date on which said notice is received by
Preferred Notes, each Noteholder (which includes any current or future holder of a
the Fiscal and Paying Agent, in the event that an order is made or an
beneficial interest in the Notes) acknowledges, accepts, consents and agrees to be
effective decision is passed for the liquidation (liquidation amiable ou
bound by the effect of the exercise of the Bail-In or Loss Absorption Power by a
liquidation judiciaire) of the Issuer.
Relevant Resolution Authority. The issuer is licensed as a credit institution in France
Type of Notes: Fixed to Floating Rate.
and as such subject to the resolution regime introduced by the EU Bank Recovery
Type of Security: Senior Non Preferred Notes.
and Resolution Directive of 15 May 2014. This regulation, among others, gives
Rate of Interest: From and including the Issue Date to but excluding the
resolution authorities, in case the Issuer is failing or likely to fail, the power to amend
Optional Redemption Date, the Notes will bear interest at a fixed rate of
the key terms of the Notes (including but not limited to the maturity date or the
4.705% per annum. From and including the Optional Redemption Date to the
payment of interest), to write-down the claims of unsecured creditors of a failing
Maturity Date, the Notes will bear interest at a floating rate of interest.
credit institution and to convert certain unsecured debt claims (including Notes) to

equity. In case of resolution of the Issuer, the claims under Notes could be reduced
(including to zero) or converted to equity.
Business Day: New York and TARGET2. TARGET2 refers to the Trans-European
Automated Real-Time Gross Settlement Express Transfer System.
Lead Manager: BNP Paribas Securities Corp.
Senior Co-Lead Managers: Banca IMI S.p.A., BBVA Securities Inc., Commerz
Markets LLC, ING Financial Markets LLC, Lloyds Securities Inc., NatWest Markets
Securities Inc., Santander Investment Securities Inc. and Scotia Capital (USA) Inc.

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Co-Lead Managers: Bankia S.A., Citigroup Global Markets Inc., ICBC Standard
Bank Plc, National Bank of Canada Financial Inc., Rabo Securities USA, Inc., TD
Securities (USA) LLC and Westpac Capital Markets LLC
Calculation Agent: BNP Paribas Securities Corp.
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess thereof.
CUSIP: 144A: 09659W2G8; Reg S: 09659X2G6.
ISIN: 144A: US09659W2G82; Reg S: US09659X2G64.
Series: 3461.
*"Baa1" by Moody's Investors Service Ltd, "A-" by Standard and Poor's Ratings Group, "A+" by Fitch Ratings and "A(High)" by DBRS.
A rating (1) is subject to downward revision, suspension or withdrawal at any time by the assigning rating organization, (2) does not take into account market risk or
the performance-related risks of the investment, and (3) is not a recommendation to buy, sell or hold securities.
Certain Senior Co-Lead Managers and Co-Lead Managers may not be U.S. registered broker-dealers 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 Senior Co-Lead Manager and Co-Lead Manager
intends to effect sales of the Senior Non Preferred Notes in the United States, it will do so only through one or more U.S. registered broker-dealers or otherwise as
permitted by applicable U.S. law.
ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to
purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and
shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States.
ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside the United States.
________________________________________________

The Issuer has not been registered under the Investment Company Act of 1940, as amended, and the Senior Non Preferred Notes have not been,
and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or
the securities laws of any other jurisdiction and are being offered only to qualified institutional buyers ("QIBs"), within the meaning of Rule 144A, pursuant
to the registration exemption under Rule 144A and outside the United States to non-"U.S. persons" in "offshore transactions" (as such terms are defined in
Rule 902 under the Securities Act) pursuant to Regulation S under the Securities Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Senior
Non Preferred Notes or determined that this Pricing Supplement is truthful or complete. Any representation to the contrary is a criminal offense. Under no
circumstances shall this Pricing Supplement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Senior Non Preferred Notes constitute unconditional liabilities of the Issuer. The Senior Non Preferred Notes are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

It is expected that delivery of the Senior Non Preferred Notes will be delivered against payment therefor on or about January 10, 2019, which
will be the fifth business day following the date of pricing of the Senior Non Preferred Notes (such settlement cycle being referred to herein as "T+5").
Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, 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 the Senior Non Preferred Notes on the date
of pricing will be required, by virtue of the fact that the Senior Non Preferred 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. Purchasers of the Notes who wish to trade those Notes on the date of pricing or the next two business
days should consult their own advisor.

The Senior Non Preferred Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation"), as amended, for offering or selling the Senior Non Preferred Notes or otherwise making them available to retail investors in the EEA,
has been or will be prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the European Economic
Area may be unlawful under the PRIIPs Regulation.

MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the manufacturer's product
approval process, the target market assessment in respect of the Senior Non Preferred Notes has led to the conclusion that: (i) the target market for the
Senior Non Preferred Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Senior Non Preferred Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Senior Non Preferred Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Non Preferred Notes (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.

__________________________
BNP PARIBAS

ADDITIONAL INFORMATION

You should read this Pricing Supplement together with the Base Documents.

This Pricing Supplement, together with the Base Documents, contains the terms of the Senior Non
Preferred Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials
including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in "Risk Factors" in the Base Documents (including, in particular, the Risk Factors included under
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the heading "Risk Factors" in the Base Prospectus and the Risk Factors included under the heading "Risks Relating
to All Notes" in the Product Supplement).

An investment in the Senior Non Preferred Notes entails significant risks relating to the Senior Non
Preferred Notes not associated with similar investments in a conventional debt security, including those described
below. You should read the following information about these risks, together with the other information in this
Pricing Supplement, before investing in the Senior Non Preferred Notes. We urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the Senior Non Preferred Notes.

Status of the Senior Non Preferred Notes

The Notes will be Senior Non Preferred Obligations (as defined in the Base Prospectus) and are direct,
unconditional, unsecured and senior (chirographaires) obligations of the Issuer, and rank and will at all times rank
(a) senior to Eligible Creditors (as defined in the Base Prospectus) of the Issuer, Ordinarily Subordinated
Obligations (as defined in the Base Prospectus) and any other present or future claims otherwise ranking junior to
Senior Non Preferred Obligations; (b) pari passu among themselves and with other Senior Non Preferred
Obligations; and (c) junior to present and future claims benefiting from preferred exceptions including Senior
Preferred Obligations (as defined in the Base Prospectus). Subject to applicable law, in the event of the voluntary or
judicial liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer, bankruptcy proceedings or any other
similar proceedings affecting the Issuer, the rights of Noteholders to payment under the Senior Non Preferred Notes
rank (a) junior to Senior Preferred Obligations; and (b) senior to any Eligible Creditors of the Issuer, Ordinarily
Subordinated Obligations and any other present or future claims otherwise ranking junior to Senior Non Preferred
Obligations.
Additional U.S. Tax Disclosure

On December 13, 2018, the U.S. Internal Revenue Service proposed regulations, which taxpayers may rely
upon, deferring potential FATCA withholding tax on foreign passthru payments. See "Taxation--United States
Federal Income Taxation--Foreign Account Tax Compliance Act" in the Base Prospectus.

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