Obligation Agrícola Credit (London Branch) 1.907% ( US22535WAG24 ) en USD

Agrícola Credit (London Branch)

99.41 % ▲

France

US22535WAG24 ( en USD )

1.907% par an ( paiement semestriel )

15/06/2026

Prospectus brochure de l'obligation Credit Agricole (London Branch) US22535WAG24 en USD 1.907%, échéance 15/06/2026

250 000 USD

1 500 000 000 USD

22535WAG2

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

16/06/2026 ( Dans 126 jours )

Crédit Agricole (London Branch) est une succursale du groupe bancaire français Crédit Agricole, opérant à Londres et offrant des services financiers aux clients institutionnels, notamment en matière de marchés de capitaux, de financement et de gestion d'actifs.

L'obligation émise par Credit Agricole (London Branch) (ISIN : US22535WAG24, CUSIP : 22535WAG2), d'un montant total de 1 500 000 000 USD et négociée actuellement à 98,93 %, offre un taux d'intérêt de 1,907 %, avec une maturité fixée au 15/06/2026, une taille minimale d'achat de 250 000 USD, une fréquence de paiement semestrielle et des notations A- (S&P) et A3 (Moody's).

Pricing Term Sheet dated June 9, 2020

Crédit Agricole S.A.,
acting through its London Branch

U.S.$20,000,000,000
Medium-Term Note Program
Series No. 26
Tranche No. 1
U.S.$1,500,000,000 Principal Amount of
1.907% Senior Non-Preferred Callable Fixed-to-Floating Rate Notes due 2026
Terms used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions set forth in the Base Offering Memorandum dated April 8, 2020 (the
"Base Offering Memorandum" or "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 (including the documents incorporated by reference
therein). The 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.: Baa1
Standard & Poor's Global Ratings: A-
Fitch Ratings: A+
Security:
1.907% Senior Non-Preferred Callable Fixed-to-
Floating Rate Notes due 2026 (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 "Status" below.
Principal Amount and Currency: U.S.$1,500,000,000
Offering Date:
June 9, 2020
Original Issue Date:
June 16, 2020 (T+5)
Maturity Date:
June 16, 2026

Optional Redemption Date:
June 16, 2025
Issue Price:
100.000%
Treasury Benchmark:
UST 0.250% May 31, 2025
Treasury Benchmark Price:
99-07 ¼
Treasury Benchmark Yield:
0.407%
Re-offer Spread to Treasury
+150 bps
Benchmark:
Re-offer Yield:
1.907%
Fixed Rate Period and Fixed
From and including the Original Issue Date to but
Interest Rate:
excluding the Optional Redemption Date (the
"Fixed Rate Period"), the Notes shall accrue
interest at a rate of 1.907% per annum
Floating Rate Period and
From and including the Optional Redemption Date
Floating Interest Rate:
to but excluding the Maturity Date (the "Floating
Rate Period"), the Notes shall accrue interest at a
rate equal to the SOFR Index Average (calculated
as described in Condition 8(c)(2)(B)(x)(d) in the
Offering Memorandum) plus 167.6 basis points
(the "Margin")
Relevant Screen Page:
SOFRINDX Index
Floating Rate Interest
The date two U.S. Government Securities Business
Determination Dates:
Days before each Interest Period during the
Floating Rate Period
SOFR IndexStart (Index
The SOFR Index value on the date that is two U.S.
Determination Date):
Government Securities Business Days before the
first date of the relevant Interest Period
SOFR IndexEnd (Index
The SOFR Index value on the date that is two U.S.
Determination Date):
Government Securities Business Days before the
Interest Payment Date relating to such Interest
Period (or in the final Interest Period, the Maturity
Date)
Interest Payment Dates:
During the Fixed Rate Period, interest will be
payable semi-annually in arrears on each June 16
and December 16, commencing on December 16,
2020 and ending on the Optional Redemption Date
During the Floating Rate Period, interest will be
payable quarterly in arrears each June 16,
September 16, December 16 and March 16,
commencing on the Optional Redemption Date and
ending on the Maturity Date
Business Day Convention:
During the Fixed Rate Period, following Business
Day Convention Unadjusted
During the Floating Rate Period, modified
following adjusted
Day Count Fraction:
During the Fixed Rate Period, 30/360
During the Floating Rate Period, Actual/360
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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
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.
Status:
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;
(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
benefiting 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
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Issuer which are within the category of obligations
described in Articles L.613-30-3I-4° and R.613-
28 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.
Redemption at the Option of the
The Issuer may, at its option (but subject to the
Issuer:
provisions of Condition 9(h) (Additional
Conditions for the Optional Redemption,
Repurchase or Cancellation of Senior Notes)) in
the Terms and Conditions of the Notes, including
such redemption not being prohibited by
Applicable MREL/TLAC Regulations and, if
required, the prior consent of the Relevant
Regulator and the Relevant Resolution Authority)
on or after the Optional Redemption Date, redeem
all or some of the Notes at their outstanding
principal amount, plus accrued and unpaid interest
to, but excluding, the Optional Redemption Date,
as described in Condition 9(a) in the Offering
Memorandum.

In the event that the Notes are so redeemable,
notice of redemption will be provided to each
holder of such Notes in accordance with the notice
provisions of the Fiscal and Paying Agency
Agreement, not more than thirty (30) calendar days
nor less than fifteen (15) calendar days prior to the
date fixed for redemption (which notice shall be
irrevocable) to the respective address of each such
holder as that address appears upon the books
maintained by the Fiscal and Paying Agent and
Registrar.
Early Redemption Event:
Callable at the Option of the Issuer or upon the
occurrence of a Withholding Tax Event or a
MREL/TLAC Disqualification Event (subject to
the provisions of Condition 9(h) (Additional
Conditions for the Optional Redemption,
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Repurchase or Cancellation of Senior Notes)) in
the Terms and Conditions of the Notes, including
such redemption not being prohibited by
Applicable MREL/TLAC Regulations and, if
required, the prior consent of the Relevant
Regulator and 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 Original Issue Date or is due to the remaining
maturity of such Notes being less than any period
prescribed by the Applicable MREL/TLAC
Regulations.
Withholding Tax Event:
Withholding Tax Event means, as a result of a
change, on or after the Original Issue Date, in
applicable laws, regulations or rulings, the Issuer
would be required to pay additional amounts on the
Notes.
Substitution and Variation:
Substitution and Variation means, in the event that
a MREL/TLAC Disqualification Event or a
Withholding Tax Event occurs and is continuing,
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 Noteholders, so that the
Notes become or remain Qualifying Notes, subject
to certain notice provisions and to the prior consent
of the Relevant Regulator and/or the Relevant
Resolution Authority, if required. Such substitution
or modification will be effected without any cost or
charge to Noteholders, but may have adverse tax
consequences for Noteholders.
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.
Form of Issuance:
Rule 144A / Regulation S
Form of Notes:
Registered book-entry form through DTC,
5

Euroclear and Clearstream
Denominations:
U.S. $250,000 and integral multiples of U.S.
$1,000 in excess thereof
Method of Distribution:
Syndicated
Sole Bookrunner:
Credit Agricole Securities (USA) Inc.
Joint-Lead Managers (no books): BofA Securities, Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
TD Securities (USA) LLC
Rule 144A CUSIP / ISIN:
22535WAG2 / US22535WAG24
Regulation S CUSIP / ISIN:
22536PAG6 / US22536PAG63

* 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 Offering Memorandum
and are qualified thereby. Potential investors should refer to the 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.$1,494,000,000 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 June 16, 2020 which will be five 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 Offering
Memorandum, as well as the following documents that have been published since the
date of the Offering Memorandum:
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the English version of the Issuer's Update A.02 to the 2019 Registration
Document, a French version of which was filed with the AMF on May 12, 2020
under no. D.19-0198-A02;
the Issuer's press release dated June 4, 2020 relating to the final results of its
tender offers for USD senior preferred notes and indicative results of its tender
offers for EUR/GBP senior preferred notes;
the Issuer's press release dated June 4, 2020 relating to the final results of its
tender offers for EUR/GBP senior preferred notes.
Recent Developments
On May 28, 2020, the Issuer launched tender offers to purchase any and all of four series
of notes denominated in US dollars (the "US Offers") and eleven series of Notes
denominated in euros or pounds sterling (the "EUR/GBP Offers" and, together with the
US Offers, the "Tender Offers") . Pursuant to the Tender Offers, on June 5, 2020, the
Issuer purchased an aggregate principal amount of USD1,604,389,000 of the USD senior
preferred notes subject to the US Offers and an aggregate principal amount of
EUR1,927,866,233 (equivalent) of the EUR/GBP senior preferred notes subject to the
EUR/GBP Offers. On June 8, 2020, the Issuer purchased an aggregate principal amount
of USD500,000 pursuant to the guaranteed delivery procedures of the US Offers.
Capitalization
The following supplements the information set forth under "Capitalization" in the
Offering Memorandum. Since December 31, 2019 through June 5, 2020, the Issuer's
(parent company only) "debt securities in issue," for which the maturity date as of June 5,
2020 is more than one year, did not increase by more than 9,500 million, and
"subordinated debt securities," for which the maturity date as of June 5, 2020 is more
than one year, did not increase by more than 3,400 million.
The table below sets forth the consolidated capitalization of the Issuer as of March 31,
2020. Except as set forth in this section or in an amendment or supplement to the
Offering Memorandum or in a Pricing Term Sheet or Prospectus, as the case may be,
there has been no material change in the capitalization of the Issuer since March 31,
2020.

As of
in billions of euros
March 31, 2020
Debt securities(1)

193.3
Subordinated debt(2)

23.3
Total

216.6
Equity Group share

62.6
Non-controlling interests

8.0
Total Capitalization

287.2
(1) Including 20 billion of senior non-preferred debt.
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(2) Including 19 billion of Tier 2 securities.

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 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 Offering Memorandum for this transaction from the
Dealers referred to herein.

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