2012 Activity Report Reinventing real economy finance · ” Jean-Paul Chifflet Chairman of the...

Reinventing real economy finance

2012 Activity Report

profileThe Crédit Agricole Group is the market leader in France in UniversalCustomer-Focused Banking and one of the largest banks in Europe.

As the leading financial partner of the French economy and a major European player, the Crédit Agricole Group supports its customers’ projects in France and around the world across the full spectrum of retail banking businesses and related specialised businesses: insurance, asset management, leasing and factoring,consumer finance, corporate and investment banking.

Underpinned by firm cooperative and mutual foundations, 150,000 employees and the 29,000 directors of its Local and RegionalBanks, the Crédit Agricole Group is a responsible and responsive bank serving 51 million customers, 6.9 million mutual shareholders and 1.2 million shareholders.

In its efforts to support the economy, Crédit Agricole also stands out through its dynamic and innovative social and environmental responsibility policy. The Group features in the top 3 of Novethic’s rankings concerning corporate social responsibility and responsible reporting by Europe’s 31 largest banks and insurance companies.

www.credit-agricole.com

51millionclients worldwide

150,000employees

31billionRevenues

€10.6 billionGross operating income

€71billionShareholders’equity - Group share

11.8%*Core Tier One Ratio* pro forma post completion of Emporiki disposal

The Group’s organisation6.9 million mutual shareholders underpin Crédit Agricole’s cooperative organisational structure. They own the capital of the 2,512 Local Banksin the form of mutual shares and they designate their representatives each year.29,000 directors carry their expectations.

The Local Banks own the majority of the Regional Banks’ share capital. The 39 Regional Banks are cooperative Regional Banks that offer their customers a comprehensive range of products and services.The discussion body for the Regional Banks is the Fédération Nationale du Crédit Agricole, where the Group’s main orientations are decided.

Crédit Agricole S.A. owns around 25% of share capital in the Regional Banks (excl. the Regional Bank of Corsica). It coordinates, in relation with its specialist subsidiaries the various business lines’ strategies in France and abroad.

CRédiT AGRiCOle S.A.’S ShARe OwneRShip

56.3%of share capital held by the 39 Regional Banks via holding company SAS Rue La Boétie.

43.4%of share capital held by:

0.3%treasury shares

01 Institutional investors: 27.9%

02 Individual shareholders: 11.1%

03 Employees via employee mutual funds: 4.4%

A Universal Customer-Focused BankThe Credit Agricole Group consists of Crédit Agricole S.A. along with all of the Regional and Local Banks, and together they are developing the Universal Customer-Focused Banking model. This model relies on synergies realised between retail banksand associated specialised business lines.

Savings management

MARKET-LEADING POSITIONS IN FRANCE AND EUROPE• No. 1 in bancassurance in France • No. 2 in asset management in Europe• A key player in private banking in Europe

AN INTERNATIONAL NETWORK IN THE MAIN COUNTRIES OF EUROPE,THE AMERICAS AND ASIA• Financing activities`• Investment banking• Debt optimisation and distribution• Capital markets

Corporateand investmentbanking

• Crédit Agricole Immobilier• Crédit Agricole Capital Investissement & Finance

• Uni-éditions• Crédit Agricole Cards & Payments

Other specialisedsubsidiaries

• No. 1 in factoring in France• A leader in lease fnancing in France• A key player in consumer fnance

Specialised business lines

Retail BankingTHE MARKET LEADER IN FRANCE AND

A KEY PLAYER IN EUROPE, WITH ALMOST 11,300BRANCHES SERVICING 32 MILLION CUSTOMERS

39 CRÉDIT AGRICOLE REGIONAL BANKSCooperative companies and fully-pledged banks with

strong local roots, the Crédit Agricole Regional Banks offer a full range of banking and financial products and services to individual customers, farmers, professionals, businesses,

and public authorities.

LCLLCL is a retail banking network with a strong presence

in urban areas across France, with four main business lines: retailbanking for individual customers, retail banking

for professionals, private banking and corporate banking.

INTERNATIONAL RETAIL BANKINGCrédit Agricole is implementing its Universal

Customer-Focused Banking model internationally and mainly in Europe, in its key mediterranean

countries of operation.

EXPERTIS

E

FINAN

CIAL

USEFULNESS

CONTRIBUTION TO SOCIETY

CUSTOMER-CENTRICITY

OUR LIQUIDITY MANAGEMENT• 5 liquidity centres worldwide

• 21 trading rooms linked up to major international investors

• Innovative solutions to raise cash

OUR TECHNICAL EXPERTISE• Innovative financing for medium-sized companies

• Market solutions helping to economise the Group's capital

• Employee shareholders

• Socially responsible bond issuance

• International assistance for clients of the regional banks

OUR DEEP INSIGHT INTO CORPORATES AND FINANCIAL INSTITUTIONS• In close contact with major clients• Proximity of the French Regions Division with the regional banks

• Capacity to negotiate partnerships with investors

OUR STRONG CSR COMMITMENTS• A team dedicated to social and environmental finance

• Specific sector policies• The Equator principles• Employees committed to solidarity causes

The activities involved in corporate finance and investment banking are used by the entire Crédit Agricole group, and play a concrete role in its corporate project and client relations. Every day, Crédit Agricole CIB works alongside the Group's business lines, offering its expertise, proximity and services in corporate finance and investment banking.

THE CRÉDIT AGRICOLE

GROUP

THE GROUP'S CLIENTS

CRÉDIT AGRICOLE CIB WITHIN THE GROUP

WORKING FOR THE CRÉDIT AGRICOLEGROUP AND ITS CLIENTS EVERYDAY

OUR PRIORITY IS TO HELP THE REGIONAL BANKS

GROW THEIR ACTIVITY WITH MEDIUM-SIZED REGIONALLY-LOCATED

COMPANIES

“

”Jean-Yves HocherChief Executive Officer of Crédit Agricole CIB

CRÉDIT AGRICOLE CIB2012 ACTIVITY REPORT 7

View points of the Chairman and the Chief Executive Officer ........02

Corporate governance ................................................................04

View points of the Executive Management...................................08

Yearbook of achievements..........................................................12

Overview of activity in 2012.......................................................18

Outlook for 2013 .......................................................................24

International network .................................................................28

The new distribution-origination model .......................................32

Focus on infrastructure, rail, real estate......................................38

Focus on bond issuance .............................................................44

Human resources.......................................................................50

Corporate social responsibility ...................................................56

2012 financial report.................................................................61

2012 ACTIVITY REPORT

YearbookDiscover our most

successful achievements

in recent months,p.12 & 13

1,100 corporate clients

500financial institutions

More than

30locations worldwide

4,387million euros

2012 Net Banking Incomefor strategic activities

9,439employees worldwide

Crédit Agricole CIB is the Corporate and Investment Banking arm of the Crédit Agricole group, the world's sixth-largest bank in total assets and Europe's fourth-largest bank by Tier one equity (The Banker, July 2012).

Crédit Agricole CIB offers its clients a large range of products and services.The Corporate and Investment Bank is structured around five major divisions:

• Client Coverage & International Network,

• Global Investment Banking,

• Structured Finance,

• Fixed Income Markets,

• Debt Optimisation and Distribution.

CRÉDIT AGRICOLE CIB SUPPORTING THE REAL ECONOMY

Sources: Crédit Agricole CIB

Under particularly difficultconditions, Crédit Agricole S.A.introduced structural measuresin 2012 to adapt to the neweconomic and regulatory environment. While the 2012"net income group share" was -€6,471 million, this figure should not overshadowthe solidity of our bankingmodel, namely that of a universal customer-focusedbank. Our customer-focusedbanking activity and the relatedbusiness lines are among thestrongest in Europe.

In corporate and investmentbanking, we overhauled CréditAgricole CIB's economic model,centring it around large non-speculative clients with a muchsmaller risk profile. We did thiswhile maintaining a strongcommercial activity. In 2012,Crédit Agricole CIB also reached, often exceeding, all of the targets that had been

set as part of the adaptationplan launched at the end of 2011.

This work included the discontinuation of certain non-priority activities, such asbrokerage. The CA Cheuvreuxand Kepler Capital Marketsmerger and the sale of CLSA by Crédit Agricole CIB to CITICSwere both finalised. All of thiswas undertaken to ensure that Crédit Agricole CIB's expertisecan continue to serve the Groupand that it can continue towork alongside its clients assisting them with their financing projects.

I am aware that 2012 was a demanding, if not difficult, year for Crédit Agricole CIB'semployees. I would like to acknowledge all of their effortsand thank them for their commitment.

“HAVING REFOCUSED ON

OUR STRENGTHS,WE ARE

REASSERTING OUR ROLE IN

SERVICE OF THEREAL ECONOMY

” Jean-Paul ChiffletChairman of the Board of Directors

of Crédit Agricole CIB

Jean-Yves HocherChief Executive Officer of Crédit Agricole CIB

VIEW POINTSOF THE CHAIRMAN ANDTHE CHIEF EXECUTIVE OFFICER

At the end of 2012 we made aloss of €880 million. Althoughthis figure reflects the impactof the financial crisis and the cost of restructuring on our accounts, it should not overshadow the strong sales trend shown by CréditAgricole CIB throughout the year.

For Crédit Agricole CIB, 2012 wasa satisfactory year for at leastthree reasons. Firstly, wesuccessfully completed ourdeleveraging plan, significantlyreducing our risk-weighted assetsand our liquidity consumption.Crédit Agricole CIB alsosucceeded in refocusing on itsbusinesses of excellence, on itsportfolio of strategic clients, i.e.large corporates and financialinstitutions, and on a closer-knitgeographical network. Finally, itwas satisfactory because marketactivity levels were good in 2012.At the same time, our new

distribution-origination modelbegan to show its relevance.

Crédit Agricole CIB was able to maintain its rankings in its businesses of excellence: in project financing it is rankedthird in the world among leadmanagers in the Europe, Middle-East and Africa (EMEA) region, in euro bond issuance it is rankedfourth in the world, in euro bondissuance by financial institutionsit is ranked second in the world,and in loan syndication it isranked the third largestbookrunner in the EMEA region(source: Thomson Reuters).

I believe in our capacity to buildCrédit Agricole CIB's future and to continue our development. In 2013, we plan to strengthen our efforts and, thanks to ourcommercial commitments and rigorous management, to accompany our clients in their projects and fully play our role within the Group.

Jean-Yves HocherChief Executive Officer of Crédit Agricole CIB

Jean-Paul ChiffletChairman of the Board of Directors of Crédit Agricole CIB


4 CRÉDIT AGRICOLE CIB2012 ACTIVITY REPORT 5

CORPORATE GOVERNANCE

EXECUTIVE COMMITTEEMembers of the Executive Management CommitteeCorporate governance as of April 22, 2013

Jean-François BalaÿDebt Optimisation & Distribution

Francis CanteriniDeputy General

Manager

Thierry SimonClient Coverage

& International Network

Paul de LeusseFinance

Jacques ProstStructured Finance

Catherine DuvaudCompliance

Jean-Yves HocherChief Executive Officer

Pierre CambefortDeputy Chief

Executive Officer

Daniel PuyoRisk

& Permanent Control

Ivana BonnetHuman Resources

Bertrand HugonetCorporate Secretary & Communications

Thomas GadenneCapital Markets

Alix CaudrillierInvestment Banking

Régis MonfrontDeputy Chief

Executive Officer

Pierre DulonInformationTechnology

Frédéric CoudreauOperations


CORPORATE GOVERNANCE

THE MANAGEMENT COMMITTEEAND THE EXTENDED EXECUTIVE COMMITTEE

BOARD OF DIRECTORS

< EdmondAlphandéryDirector

< Jean-PaulChiffletChairman

< PhilippeBrassacDirector

Stéphane > PallezDirector

Frank >E. Dangeard

Director

< FrançoisThibaultDirector

< MarcDeschampsDirector

< FrançoisImbaultDirector

Jean-Frédéric >DreyfusDirector

Didier >MartinDirector

< MarcKyriacouDirector

< JeanPhilippeDirector

Michel >Mathieu

Director

< DenisGasquetDirector

< FrançoisMacéDirector

< FrançoisVeverkaDirector

Jean-Louis >Roveyaz

Director

Jean-Pierre >PavietDirector

Executive ManagementJean-Yves Hocher Pierre Cambefort Régis Monfront Francis Canterini

FinancePaul de Leusse Adrien CassanetPhilippe CréninLuc GiraudOlivier de KoningPaul MilleliriMichel Robert

Risks & Permanent ControlDaniel Puyo Patricia BogardBoualem BoukaibaGuillaume FaÿGilles GantoisJean-Claude GelhaarEric de LambillyJames Webb

Information Technology Pierre Dulon Pierre-Yves BollardDavid LitotGilles Henri RouxPhilippe Sersot

OperationsFrédéric Coudreau Pascal de MentqueValérie SauvageSerge Moutot

Solutions for Process Improvement Romain JérômeIsabelle Monier-Vinard

Human ResourcesIvana Bonnet Bernard CalvetJean-Paul Kaouza

LegalBruno FontaineFemke BlancquaertDavid Sheldon

Group Internal AuditJean-Pierre Trémenbert Cécile Bennehard

ComplianceCatherine Duvaud Thierry BraultOlivier Godin

Corporate Secretary& CommunicationsBertrand Hugonet Anne Robert

International SupportEric Lechaudel

Capital MarketsThomas Gadenne Eric ChèvreLaurent CoteVincent FleuryTim Hall Arnaud d'IntignanoVincent Leclercq Philippe RakotovaoJames Siracusa Thomas SpitzFrédéric TruchotGraham Williams

Debt Optimisation & DistributionJean-François Balaÿ Gary HerzogAtul Sodhi

Structured FinanceJacques Prost José AbramoviciOlivier AudemardAlexandra BoleslawskiLaurent ChenainOlivier DesjardinsThibaud EscoffierPierre GlauserJ.-F. Grandchamp des RauxJamie MabilatFrançois MartinFrançois PasquierJacques de VillainesNicolas Vix

Investment BankingAlix Caudrillier Jean-Michel BerlingCharles-Hubert de ChaudenayStéphane DucroizetPierre MarlierHatem MasmoudiBertrand Peyrelongue Bernard Vignoles

Distressed AssetsJulian Harris Emmanuel BaptChristine MorisseauBernard Unger

Sourcing & ProcurementHervé Molmy

Client Coverage & International NetworkThierry Simon Emmanuel Bouvier d'YvoireThierry HauretGérald MassenetStéphane PublieAntoine SirgiRenée Talamona

Senior Regional Officer AmericasJean-François Deroche

Senior Regional Officer Asia PacificMarc-André Poirier

Senior Regional OfficerEurope, Middle-Eastand Africa (EMEA) & Senior Country Officer UKArnaud Chupin

Senior Country Officer GermanySylvia Seignette

Senior Country Officer ItalyPhilippe Pellegrin

Senior Country Officer JapanMichel Roy

Senior CountryOfficer RussiaErik Koebe

Senior Country Officer SpainJuan Fabregas

Crédit AgricolePrivate BankingChristophe Gancel

Saudi Fransi BankPatrice Couvègnes

Members of the Extended Executive CommitteeCorporate governance as of April 22, 2013

as possible on our balancesheet. 2012 brought proofthat this model works.

Pierre Cambefort:In concrete terms, the ideais to start thinking aboutdistribution when we areworking on our clients'financial structuring. This involves looking for partners who wish to participate in financingalongside us, or taking the fixed-income path. Our teams workedtogether to understand our clients' needs and offer them appropriatesolutions. We wereparticularly innovative in finding a way for

medium-sized companies,which do not have directaccess to the markets, to finance their growth. We also helped publicauthorities with theirsocially responsible bondissues. Thanks to theexpertise of Crédit Agricole CIB, we offerinnovative financingsolutions to the Group'sclients to accompany theirdevelopment.

HOW DID CRÉDIT AGRICOLE CIBSUCCEED IN MAINTAININGITS ACTIVITY AMID GREATERCONTRAINTS, FINANCIALCRISIS AND NEWREGULATIONS?

Régis Monfront:We dealt with thisessentially in two ways.Firstly, we discontinued the equity derivative and commodity activities,which meant we could off-load risk-weighted assets.Then, by rapidlyimplementing ourdistribution-originationmodel and particularly by signing severalpartnerships withinvestors, we were ableto generate majortransactions for our clients.I think that the rapidity with which our project was executed was adecisive factor inmobilising our teams.

OUR ROLE IS TO PROTECT

THE INTERESTS OF BOTH BORROWER CLIENTS

AND INVESTOR CLIENTS

“

”


€1.8 billion

in gross operating income from ongoingactivities in 2012*

€1.2 billion

in net income, Group share from ongoing activities

in 2012*

SINCE THE END OF 2011,CRÉDIT AGRICOLE CIB HASTRANSFORMED ITSECONOMIC MODEL ANDROLLED OUT AN ADAPTATIONPLAN FOR ITS BUSINESSLINES. BROADLY SPEAKING,WHAT FOR YOU WERE THEMAIN FEATURES OF 2012?

Jean-Yves Hocher:There were several majoraspects this year. Wesucceeded, despite a veryunstable environment, incompletely transformingour strategic model toreduce our consumption of risk-weighted assetsand liquidity. We soldmarket and creditportfolios under goodconditions to reduce ourconsumption of risk-weighted assets andliquidity. At the same time,we maintained stablerevenue on our strategicactivities with a selection of clients to whom we are looking to proposeall of the Bank's products.Despite a very difficultenvironment for bankfinancing and investment in Europe, we successfullycompleted a majortransformation of CréditAgricole CIB.

Francis Canterini:This scale of changeinvolved significantconstraints that we had tonavigate at several levels. The financial division was able to manage the reduction in liquidityand risk-weighted assets.Given the new regulatoryconstraints, severalsupport functions weremobilised. As regards the employment aspect of the adaptation plan, the human resourcesdivision oversaw thedefinition and successfuldeployment of aheadcount reduction plan,which will concern 1,550people in France andabroad between now andthe end of 2013. Weshifted the Bank to a low-risk profile with, as in 2012, satisfactoryoperating results.

Régis Monfront:This transformation startedout as a sharedobservation: the corporatefinance and investmentbanking model, as we had previously known it,could no longer function in the current Basel IIIenvironment. We thereforedecided in December 2011to adopt what we refer to

as a distribution-originationmodel, which is based on asset distribution viathe bond market,secondary sales andpartnerships withinstitutional investorsupstream of financing. It is a model that allows us to maintain our capacityto provide financing for ourclients while at the sametime keeping as few assets

In one year, Crédit Agricole CIB has accomplished a complete transformation of its economic model.New regulations and financial constraints prompted the Bank to overhaul its entire strategy and organisation. Jean-Yves Hocher, Pierre Cambefort, Régis Monfront and Francis Canterini take a look back over the last year and share their view of the Bank's new line of activity.

VIEW POINTS OF THE EXECUTIVE MANAGEMENT

A NEW MODEL FOR A NEW ENVIRONMENT

8

Jean-Yves HocherChief Executive Officer of Crédit Agricole CIB(since 1 December 2010)

Deputy Chief Executive Officer of Crédit Agricole S.A. and in this regardalso Head of the Private Banking activities. Born in 1955, Mr. Hocher is a graduate of the Institut National Agronomique Paris Grignon and of the École Nationale du Génie Rural, des Eaux et Forêts. He oversees all the support functions.

€4.4 billion

in net banking income from ongoingactivities in 2012*

Francis CanteriniDeputy General Manager of Crédit Agricole CIB(member of the Executive Management since 1 December 2010)

Born in 1947, Mr. Canterini holds a master's degree and a post-graduate diploma in economics. He oversees all of the support functions.

* Excluding private banking and restated for revaluation of own debt issues, loan hedges, adjustment plan impacts, recording of CA Cheuvreux and CL Securities Asia (CLSA) under IFRS 5,

and change in value of goodwill.

25%reduction in liquidity

consumption

Jean-Yves Hocher:Our challenge in the yearsahead is to match the risk-weighted assets (RWA) ofour ongoing activities,which stand at 33% oftotal Crédit Agricole S.A.'sassets, with ourcontribution to CréditAgricole S.A.'s recurringrevenues, which stood at24% at end-2012, withoutit weighing on our revenue.In 2013, we aim toconsolidate what we havealready achieved with ournew model by broadening

our relationship with ourpriority clients and withinvestors who are ready towork with us in financingthese clients. Finally, oneaspect is very important forus: optimising our workwith Crédit Agricole S.A.and its regional banks inorder to help them expandtheir activity withregionally-located medium-sized companies.

OUR AIM IS TO ENSURE A FLUID ORIGINATION PROCESS,

NOTABLY BY ENCOURAGING OUR BORROWER CLIENTS TO LOOK

INCREASINGLY TO THE GLOBAL DEBT MARKETS

“

”


Jean-Yves Hocher:Within the framework of the Group's strategies,we defined our project forCrédit Agricole CIB: acorporate and investmentbank, with a reduced riskprofile, servicing its clientsand the Group. We tookimmediate decisions, suchas the sale of market riskportfolios, we had to maketough choices, and wetook the time to explainour strategic vision. We aresatisfied that our teamssuccessfully rolled-out this vision in 2012.

WHAT ARE YOUR PRIORITIESFOR 2013? HOW DO YOU SEETHE FUTURE?

Pierre Cambefort:We must work differentlyand strengthen ourcollective approach. With the roll-out of our model, employeesattitudes and behaviourshave changed. We mustnow add an "investor"vision to our client one.This will involveunderstanding investorexpectations in detail in order to coordinatefinancing distributionupstream, at theorigination level. We will of course draw on the Crédit Agricolegroup and produceinnovative solutions for its clients and entities.

Régis Monfront:Our aim in 2013 is toensure a fluid distribution-origination process. Thismeans bringing what weachieved in 2012 toindustrial level in order toroll out a more ambitioussales activity. I know thatwe have the means to dothis: we are very wellpositioned on the eurobond markets, in loansyndication, and infinancing activities. In2013, we plan to boostsales efficiency through oureuro and dollar bondplatform.

Francis Canterini:Our model has changedprofoundly. To reach ourprofitability targets, wemust work on reducingcosts while maintaining thequality of our clientservices and of ourregulatory controls. In themedium term, we arelooking to reduce our fixedcost base by around 15%,notably by accelerating thesale of discontinuingportfolios, potentiallygranting them to externalservice providers, byoutsourcing certainfunctions, by reducingcurrent expenditure and bydeveloping cross-departmental projects. Alot hinges on this.

VIEW POINTS OF THE EXECUTIVE MANAGEMENT

A NEW MODEL FOR A NEW ENVIRONMENT

10

EFFICIENT ACTION ON RARE RESOURCES

Crédit Agricole CIB showed great agility in 2012, which enabled it to adapt its consumption of rare resources andits business scope to the new regulatory environment and establish its distribution-origination activity model.

Its measures concerning rare resources helped to reduce liquidity consumption by more than 25% and its RWA bymore than 20% – based on CRD 4 – in relation to the middle of 2011, thanks to targeted disposals. In additionto these exceptional factors, there was the impact of the sale of CA Cheuvreux, and the impairment of goodwillon Newedge and the corporate and investment bank.

Facing these necessary adjustments, the strategic activities generated a net income, Group share similar tothat of 2011, despite lower consumption of rare resourcesand a difficult economic environment. The rapid roll-out of the new distribution-origination model helped to reducethe final proportion of commitments and the developmentof the fixed-income activities, with an equivalent reductionin financing carried on the Bank's balance sheet.

Pierre CambefortDeputy Chief Executive Officer of Crédit Agricole CIB(since 1 September 2010)

Born in 1964, Mr. Cambefort is a graduate of Stanford University (Master of Science) and of the École Supérieure de Physique et Chimie. He oversees international coverage, investment banking and financing.

Régis MonfrontDeputy Chief Executive Officer of Crédit Agricole CIB(since 15 December 2011)

Born in 1957, Mr. Monfront is a graduate of the HEC (French grande école for management and business studies) and holds a law degree from the Université de Sceaux. He oversees capital markets activities, discontinuing activities, debt optimisation and distribution..

CONTRIBUTION OF CRÉDIT AGRICOLE CIB'S STRATEGIC ACTIVITIES

33%

TO CRÉDIT AGRICOLE S.A.'S NET BANKING INCOME

TO CRÉDIT AGRICOLE S.A.'S RISK-WEIGHTED ASSETS

24%

Source: Crédit Agricole CIB


See all of our achievements and follow our news on:www.ca-cib.com or flash this code

OUR GLOBAL PRESENCEAmericas> Argentina> Brazil> Canada> Mexico> United States

Africa> Algeria > Austria

> Belgium> Finland> France> Germany> Greece> Italy> Luxemburg

> Monaco> Netherlands> Norway> Portugal> Spain> Sweden> Switzerland> United Kingdom

Western Europe> RussiaEastern and Central Europe

> Lebanon> Libya> Saudi Arabia> United Arab Emirates

Middle-East> Autralia> China> Hong Kong> India> Japan> Korea> Singapore> Taïwan

Asia Pacific

THE MARGUERITE FUND investsagain in the construction of a solar photovoltaic project with EDF Energies Nouvelles

p.14

APRIL, FRANCE

THE EUROPEAN FINANCIAL STABILITY FUND issued €6 billionto provide aid to the Eurozone

p.16

JUNE, EUROZONE

PETROLEOS MEXICANOSsuccessfully completes a pioneering bond issue

p.22

JULY, MEXICO

THE AFRICAN DEVELOPMENT BANKsources in Japan financing to support the education sector on the continent

p.46

NOVEMBER, AFRICA

AIR LIQUIDE financed its homecareactivity with a socially responsiblebond issue, a first in Europe

p.42

OCTOBER, FRANCE

ALSTOM completed a capital increase among institutional investors in a few hours

p.36

OCTOBER, FRANCE

BONDUELLE inaugurates the European private bond placement market

p.26

AUGUST, FRANCE

XCMG, the world's fifth largest manufacturer of construction machinery, with long-term resources for growth

p.30

SEPTEMBER, CHINA

WILLIS LEASE launches the largestaviation ABS offering placed in the market since 2008, and the first aviation ABS in 2012

p.34

SEPTEMBER, USA

INPEX AND TOTAL are writing the future of the energy sector, investing USD 34 billion in the Ichthys LNG project

p.54

JANUARY 2013, AUSTRALIA

ICADE diversified its resources with a €200 million real-estate financing arrangementunderwritten by Allianz France

p.48

DECEMBER, FRANCE

YEARBOOK OF ACHIEVEMENTS

BEING USEFUL EVERY DAY, WORLDWIDE

”Crédit Agricole CIB is pleased to beassisting the Marguerite Fund withthis emblematic project. The Bank’sparticipation bears witness on theone hand to the expertise of its dedicated team and on the otherhand to its unwavering commitmentto sustainable development.

William PiersonManaging Director,Marguerite Adviser S.A. “

”

Renewables is one of our core sectors and we consider that thisproject is a new opportunity to investin a utility-scale solar photovoltaicplant in France. The transaction wasclosed with non-recourse project finance debt raised in a challengingmarket, and closed in a very shortperiod of time."

YEARBOOK APRIL 2012, FRANCE

THE MARGUERITE FUNDINVESTS AGAIN IN THECONSTRUCTION OF A SOLAR PHOTOVOLTAIC PROJECT WITH EDF ENERGIES NOUVELLES

Alexandra BoleslawskiGlobal Head of Power, Utilities and Mines, Crédit Agricole CIB

15CRÉDIT AGRICOLE CIB2012 ACTIVITY REPORT14

“This is the third time that EFSF hasdesignated Crédit Agricole CIB asjoint bookrunner, and it is one of thelargest issues ever conducted byEFSF. This new mandate reflects theexcellent relations that have beendeveloped between the Bank andEFSF over the last two years.“

Christophe FrankelFinance Director,European FinancialStability Fund

Since its creation in 2010, EFSF hasborrowed from investors to provide financial aid to eurozonemember states that request it. Thisbenchmark issue, the largest from asupranational issuer in 2012, is notablefor its efficiency and the diversity of investors, Asian and European notably.

YEARBOOK JUNE 2012, EUROZONE

THE EUROPEAN FINANCIALSTABILITY FUNDISSUED €6 BILLION TO PROVIDE AID TO THE EUROZONE

Henri KuppersSenior Banker, Crédit Agricole CIB


OVERALL BOND DEAL OF THE YEAR

Euroweek

EUROBOND DEAL OF THE YEAR

SOVEREIGNSSUPRANATIONALS

AGENCIESEuroweek

LIQUIDITY ON THE BALANCE SHEET HAS BEEN REDUCED

The main measure to lighten the balancesheet involved selling portfolios. Almost allof the portfolio of US residential CDOsbooked in the trading book and US RMBSwere sold throughout 2012. The sale ofmarket risks on the credit correlationportfolio to investment fund Blue Mountainwas finalised in February 2012. This transaction helped to reduce our risk-weighted assets by €14 billion.

OUR SCOPE OF ACTIVITY HAS BEEN REFOCUSSED

In 2012, Crédit Agricole CIB disengagedfrom its equity derivative and commodityactivities, which are now managed asdiscontinuing portfolios. Two brokeragesubsidiaries are in the process of beingsold. The sale of CLSA (valued at over€1.25 billion) to CITIC Securities, a Chineseinvestment bank listed in Shanghai andHong Kong, is to be finalised during 2013.The sale of CA Cheuvreux to Kepler CapitalMarkets, a first-rate independent European

financial services group specialised inintermediation and advisory services, is also to be finalised shortly. CréditAgricole CIB's international network has also refocused on around thirtycountries, which account for 85% of globalGDP, after moving out of sixteen countries.

OUR COST BASE HAS BEEN REDUCED

A plan to reduce operating costs has beenimplemented. It includes the voluntarydeparture of 426 employees in France and795 employees abroad. Measures toimprove the operating efficiency ofprocesses have been taken in the businesslines and support functions. In 2013,further work to reduce costs and increaseefficiency will be carried out.

CAPITAL MARKETS ACTIVITY PERFORMED WELL

In 2012, the capital markets activity wasdriven by the strong performance of thefixed-income activities, for which the netbanking income doubled between thefourth quarter of 2011 and the fourthquarter of 2012. Moreover, interest ratederivatives benefited from strong activityparticularly in the fourth quarter with netbanking income up by 87% between thefourth quarter of 2011 and the fourthquarter of 2012.

FINANCING ACTIVITIES ARE RESILIENT

Financing activities were particularlyconcerned by deleveraging, but theyskilfully adapted to the new strategic model in 2012 by refocusing on activitiesthat consume less capital. In this way they maintained most of their competitivepositions.

OUR KNOW-HOW IS WIDELY RECOGNIZED

Our teams received several awards for theirsales performance in 2012: Project FinanceInternational rewarded Crédit Agricole CIBin the category "Global adviser of the year".Global Transportation Finance gave us twoawards: "Airport house of the year" and"Rail house of the year". This is the secondyear in a row that Crédit Agricole CIB has been nominated as the second Most improved bank in covered bonds and best bank for research from Euroweek/The Cover. Finally, in January2013, Crédit Agricole CIB was awarded"European telecoms deal of the year" for the refinancing of ONO by ProjectFinance as part of the "Deals of the year2012" awards.

OUR COMMITMENTS HAVE BEEN METAt the end of 2011, Crédit Agricole group announced an adaptation plan that includedobjectives to reduce liquidity consumption for several of the Group's subsidiaries. For Crédit Agricole CIB, the target reduction in financing needs was set at between €15 billion and €18 billion. To achieve this, three key measures were decided: a reduction in consumption of liquidity on the balance sheet and of risk-weighted assets, a discontinuationof certain activities and the closure of certain locations, and finally a reduction in the cost base.

GOOD PERFORMANCE IN OUR STRATEGIC ACTIVITIES2012 saw a strong sales trend, in particular for the capital markets and financingbusinesses, which succeeded in defending their positions despite a significant fall in liquidity consumption. The impact of deleveraging was therefore well absorbed by the sales activity, excluding exceptional items.


Crédit Agricole CIB succeeded in completely transforming its strategic model to adapt to a difficult environment and restrictive regulations. The objectives that were set as part of the adaptation planhave been exceeded and the various commercial successes confirm the efficiency and relevance of this new model.

OVERVIEW OF ACTIVITY IN 2012

A SUCCESSFUL TRANSFORMATION

18

AWARDSAND RANKINGS

IN 2012

1st

bookrunner in France for syndication

Thomson Reuters

4thbookrunner in

global convertibleoffering in France

Thomson Reuters

3rdin project finance in EMEA

Thomson Reuters

Rail house of the year

2nd year in a rowGlobal

Transport Finance

4thbookrunner worldwide

in euro bondsThomson Reuters

2ndin ABCP

securitisationin Europe

CP Ware and Banque de France

Aims of the plan

-18

Achievementsat end2012 -33

Aims of the plan

-33

Achievementsat end2012-51

FINANCING REQUIREMENTS(in billions of euros)

RISK-WEIGHTED ASSETS(in billions of euros)

A NEW ECONOMIC MODEL HAS BEEN DEFINED

In this new distribution-origination model, alarge proportion of credit is carried byinvestors: insurance companies, portfoliomanagers and pension funds, as well asbanks with surplus liquidity. Crédit AgricoleCIB will work to reconcile the needs ofthese investors looking for new assetclasses and the needs of clients looking tofinance their development. The Bank willkeep around 20% of lending,demonstrating the quality of the assetsbeing distributed, and will act as arranger(i.e. loan initiator) and loan manager.

PARTNERSHIPS HAVE BEEN ESTABLISHED

During 2012, several partnerships wereestablished with institutional investors:Crédit Agricole Assurances for the firstprivate bond placement on the Europeanmarket by an unrated medium-sizedFrench company, i.e. Bonduelle, AXA tojointly finance Neopost, and Allianz Franceto provide property financing for Icade. Intotal, around thirty partnerships have beeninitiated with institutional investors inFrance and internationally.

A NEW ORGANISATION HAS BEEN ADOPTED

A debt optimisation and distributionbusiness line has been created. Reportingto the general management, it will have atwin role: to identify distribution channelsand placement opportunities, and toincrease assets rotation. In addition, thefollow-up of sales to financial institutionshas been strengthened with the creation ofFinancial Institutions Coverage, as part ofthe capital markets activity.

USING OUR INNOVATIVE CAPACITY TO SERVE THE REAL ECONOMY

In 2012, despite the regulatory constraintsimposed on banks, Crédit Agricole CIB fullyplayed its role as financer of the realeconomy. Along with other Group entities,we proposed innovative bond marketfinancing solutions to local authorities. We offered French unrated medium-sizedcompanies innovative solutions, such as private placements similar to the USmarket. We are proud to have been lead bookrunner for Bonduelle's inaugural bond issue.

ASSISTING THE GROUP IN ITS AREAS OF EXCELLENCE

Within ten years, the Group aims tobecome a benchmark among banks in order to fulfil four challenges for thefuture: the environmental economics,healthcare and Ageing, agriculture andagrifood, and finally Housing. In 2012,Crédit Agricole CIB helped to boost the Group's positions in these areas with a number of transactions such as privatebond placements for Fromageries Bel, abond issue for Sanofi and Caisse deRefinancement de l’Habitat, and thefinancing of an eco-campus for FranceTélécom Orange.

BRINGING OUR VALUES TO LIFE ON A DAILY BASIS

We operate on the basis of the principles ofusefulness, proximity and expertise for thebenefit of our clients and the developmentof our territories. Our ambition is to helpour clients develop through the expertiseand innovative capacity of our teams. Wealso want to strengthen our identity as acorporate and investment bank, a pioneerin the area of sustainable development. For this reason, Crédit Agricole CIBadopted a Corporate Social Responsibilityplan in 2012 as part of the FReD initiativelaunched by Crédit Agricole S.A.. Sectorpolicies were defined to limit operations incertain oil and gas, shale gas, coal-firedthermal energy, hydroelectricity and nuclearenergy sectors. We made strongcommitments to our employees to boostthe gender balance at governance level. Inour areas of expertise, we bring the valuesof the Crédit Agricole group to life, actingon them daily.

Best Uridashi house Capital Market Daily

Global advisor of the year in

project financeProject Finance International

Best bank in covered bonds & best researchEuroweek / The Cover

Environmental bondissue of the year for Ile-de-France

Environmental Finance

European telecomsdeal of the year

for the refinancingof ONO

Project Finance

Deal of the year in Latin AmericaSecuritisation teamGuaranteed ExIm issue for LATAM

Global Transport Finance

CRÉDIT AGRICOLE CIBHAS REFOCUSSED ON ABOUT THIRTYCOUNTRIES TOTALLING85% OF GLOBAL GDP

“

”

A NEW ECONOMIC MODEL TO BUILD THE FUTURESimultaneous to the work to lighten its balance sheet, Crédit Agricole CIB adopted a newdistribution-origination economic model with the aim of continuing to help large priorityclients with our enhanced origination capacity and by drawing on the recognized expertiseof the Crédit Agricole CIB teams.

ONE AMBITION: REINVENTING REAL ECONOMY FINANCEOur identity and our ambitions are profoundly linked to those of the Crédit Agricole group.Our vision for our banking business is simple and structural: to be of use to our clients, to accompany the Group in its areas of excellence and to act on our values each day byrespecting the environment, our clients and our employees.


OVERVIEW OF ACTIVITY IN 2012

A SUCCESSFUL TRANSFORMATION

20

AWARDSAND RANKINGS

IN 2012

BREAKDOWN OF 2012 NET BANKING INCOME

BY BUSINESS LINE

• Financing activities

• Capital markets & investmentbanking activities

62%

38%

“This issue was the very firstExIm-guaranteed non-aeronauticalsector issuance worldwide.This is an excellent example of howCrédit Agricole CIB is able to draw on the combined skills and expertiseof several teams and products.

Rodolfo Campos VillegasTreasurer, Petroleos Mexicanos “

”

When Crédit Agricole CIB came to us with the idea of adaptingthe Ex-Im guaranteed bond issuestructure used for funding the aircraftindustry, it made sense to us. We were really satisfied with the results of the first issues and expectto use this structure to continue covering part of our financing needsin the future.”

YEARBOOKJULY 2012, MEXICO

PETROLEOS MEXICANOSSUCCESSFULLY COMPLETES A PIONEERING BOND ISSUE

Octavio LievanoSenior Banker & Deputy SCO,Crédit Agricole CIB


TRADE FINANCEDEAL OF THE YEAR

Latin Finance Magazine

PERSISTENT IMBALANCESWARRANT PRUDENCE

At this level, prudence iscalled for. Academicallyspeaking, the easing ofextreme risks does notmean that the globaleconomic and financialsystem has returned to anormal distribution of risks,where the economic cycleis the beginning and theend of investmentstrategies. There are stilltoo many economic andfinancial imbalances to bereduced and too manypolitical uncertainties to be

dealt with. With regard toimbalances, first andforemost are the persistentlevels of excessive debt, inboth the public and privatesector, in the US and inEurope. Across theAtlantic, private debtreduction is progressingwell; the state (lato sensu)however has barely begun.In Europe, in both casesthere is still a long way togo before normalisation isreached. The conclusionfor growth is clear: thework that remains to bedone will weigh on growthfor another few years.

Where uncertainties areconcerned, a key factor isthe power being wieldedby voters. Going by recentelections in Europeancountries in difficulty, eitherthe intensity of thesovereign debt crisis isvery strong and citizensare voting for pro-European and pro-reformparties, or it is weak andvoters are demonstratingtheir discontent andfavouring an anti-system,anti-European route. Doesthis mean that the crisis ispart of the solution?Clearly, the road to

economic and financialnormalisation is a long oneand undoubtedly full ofpitfalls. Investors must lookfar ahead and watch theirnext step. The current yearwill not buck any trend,and while we must believean improvement is in sight,we must also be preparedfor difficult times. A strategic approach iscalled for: flexibility and lowbreakeven levels will be onthe cards for some time tocome!

Written on April 5, 2013


GROWTH IS RESUMING INTHE UNITED STATES, WITHCONTROLLED GROWTH INCHINA…

Firstly, there is thesentiment that a positiveeconomic trend is takingshape, in the US notably.Data for residentialproperty and automotivesales show a recovery inactivity, while energy prices(gas in particular) arebecoming morecompetitive in relation tothose applied in many rivalcountries. This will boostgrowth and more thanoffset the negative effect ofinevitable budgetarytightening; particularly in anenvironment of ongoingaccommodative monetarypolicy.

Bearing this in mind, howcan we not heed thepositive message beingsent by the equitymarkets?

The S&P 500 index hasjust broken through thehistorical highs reached in2000 and then in 2007. Isthis not a convincing signof a recovery? China, forits part, is sending out amore reassuring message:fears of a hard landinghave waned and both thebusiness sphere andeconomic policy authoritiesseem satisfied with thecurrent growth rate, whichis slower but is also

perceived as being morestable and sustainable(annual rate no longer of10%(1), but around 6-7%).Given this American andChinese state of affairs,why should we favour aworst-case scenario forEurope? Would it not bebetter to wager on animprovement, albeit a verygradual one, driven byexports to the rest of theworld?

INVESTORS REASSURED BYCENTRAL BANK MEASURES

In addition to this,investors seem happy thatextreme risks, those whichare difficult to apprehendand which have drasticconsequences, have beenreduced considerably byresolute central bankpolicies (US, UK, ECB, andmore recently the Bank ofJapan). This means thatthe capital markets andbanking systems shouldbe able to operatecorrectly; which shouldgive private and publicsectors enough time tocarry out their necessarybalance sheetadjustments.

It is obviously verytempting to mix these twosigns: extreme risks areunder control and themessages from both thereal economy and themarkets are familiar ones:

are we not in the firststages of a classicrecovery, following theusual cyclical trends? If so, investors and moregenerally entrepreneurs,will find their points ofreference, justifying moreaggressive strategies.

The markets are prudently optimistic as regards the current year.Two key factors underlie this more confident stance.

OUTLOOK FOR 2013

A YEAR OF A MORE SUBTLE FORCE

24

9090 14149494 9898 0202 0606 1010

00

55

1010

1515

2020

2525

3030

%%

0000 1212 14140202 0303 0404 0606 0808 1010

-20-20

-15-15

-10-10

-5-5

00

55

1010

1515

2020

400400

800800

1 2001 200

1 6001 600

2 0002 000

2 4002 400%%

Hervé GoulletquerGlobal Head of Markets research

(1) After a long period of annual growth of close to 10%, it may seem paradoxical to say that only a slower rate would now be sustainable. In fact, given the level of growth

that China has now reached, only a slower rate, albeit still a rapid one, is sustainable.

THE ROAD TOECONOMIC AND FINANCIAL

NORMALISATION IS A LONG ONE

“”

UNEMPLOYMENT ON THE RISE IN THE EUROZONE AND ON TOP OF THIS A SIGNIFICANT DIVERGENCE

BETWEEN THE MEMBER COUNTRIES A PROMISING IMPROVEMENT

IN THE US RESIDENTIAL PROPERTY MARKET

• France

• Germany

• Italy

• Spain

• Portugal• Ireland

• Greece• Homes price changes • Housing starts

Source: UE and Crédit Agricole CIB Source: US Dpt of Commerce and Crédit Agricole CIB

“With this first €145 million privateplacement for an unrated company,Crédit Agricole CIB demonstrated itscapacity to finance the economy inan innovative manner, alongside Crédit Agricole Nord de France, inaddition to tradition bank financing.

“

”

The Bonduelle group has increasedthe disintermediation of its debt, andis looking to work with solid, loyaland creative financial partners. CréditAgricole mobilised all of its expertise,business lines and entities, providinginnovative and secure solutions forour financial structure.”

YEARBOOK AUGUST 2012, FRANCE

BONDUELLE INAUGURATES THE EUROPEAN PRIVATE BOND PLACEMENT MARKET


Grégory SansonCFO Bonduelle Group

Ewa BartmannSenior Banker, Crédit Agricole CIB

Xavier DierickxBusiness Centre Manager,Crédit Agricole Nord de France

BEST SECONDARYTRANSACTION

NYSE Euronext

Arnaud Chupin:In EMEA, we have had todeal with a major crisis: theeurozone crisis which hitus directly. We are, in fact,a European bank whichneeds access to allmarkets to accompany ourclients. Consequently, weswiftly established astrategic response whichinvolved concentrating onour main clients, our primeclients, because we knowthem best and trust in theircapacity to withstand thecrisis. We thereforefavoured clients whooperate in the realeconomy. Secondly, wesought financing solutionsthat go beyond thebanking world. Wefacilitated our clients'access to the bond

markets. While they wereaware of our experience ineuro-denominated issues,we were also able todemonstrated ourexpertise in dollar-denominated transactions.

Jean-François Deroche:In the US, one of ourobjectives was to facilitateaccess for non-Americanborrowers to the dollar-denominated fixed incomemarket. This platform hasseen strong growth in thelast three years: in 2012,20 to 25% of our issueswere for non-Americanissuers, essentiallyEuropean or SouthAmerican players and afew Asian players. We alsoreceived an award for oneof our off-balance sheet

transactions: the ABS(asset-backed securities)refinancing of the Oaxacawind farm project directlyon the capital markets. Atransaction that wereplicated for a pipelineproject.

GOOD KNOWLEDGE OF THECLIENT CREATES CLOSE TIES

AND FACILITATES GOOD STRATEGIC DIALOGUE

“

”


650prime clients

identified

WHAT WERE CRÉDITAGRICOLE CIB'SINTERNATIONAL OBJECTIVESIN 2012?

Thierry Simon:We showed our clients ourcapacity to accompanythem with theirinternational projects.Through our network, wemaintain close ties with ourclients, wherever they areresident, in France,Europe, Asia and theUnited States, andwherever they are lookingto develop. As an example,we are able to help Lafargeestablish its newinternational sourcingcentre in China. We aremore efficient when wework directly within acountry, withoutnecessarily having tooperate via Paris: a bankerwho is responsible for anoverall client relationship inShanghai or Brazil willwork with bankers in thecountries that are strategicfor that client. It is thesame for our products:when we sell our fixedincome services, whetherthey involve euros, dollarsor renminbi, we operatedirectly at the originationlevel in each zone. This isthe advantage of our neworganisation.

Arnaud Chupin:On the subject of beingclose to the client, it isimportant to know theirsector and their industryvery well. This knowledgeprovides the foundation fora successful relationship,and facilitates goodstrategic dialogue. Theclient knows he is workingwith people whounderstand the sector andits particular positioning.

Thierry Simon:This is the type of closerelationship that we areseeking to establish witharound 650 prime clients,so that we become theirbanking partner in all oftheir international projects.

Marc-André Poirier:This means our teamsmust work cohesivelytogether. As an illustration,when we develop arelationship with a largeinternational group, it is not just a question of oursenior banker working withthe CFO stationed at thecompany's head office.The entire Bank ismobilised around theclient, creating severalpoints of contact within thebusiness lines and in thedifferent countries.

HOW DID 2012 PAN OUTWITHIN EACH REGION?

Marc-André Poirier:Our big challenge in 2012was the liquidity constraint.Asia, a region of highgrowth and wealthaccumulation, brought usthis liquidity. Our aim is toestablish contact between

Asian investors and ourfinancial institutions andlarge corporate clients.Note also that more than70% of our revenue in Asiacomes from clients whoare Asian and operate inEurope or the US, or whoare European or US andoperate in Asia. We havebeen able to transcendborders and promotebusiness flows betweenregions. We plan to securethe success of our neweconomic model by alwaysfinding the most efficientsolutions for our investorand borrower clients.

Crédit Agricole CIB’s newly dimensioned network, as part of the adaptation plan, had its first full year of operation in 2012. This meant a more focused global presence that benefited the Bank in the middle of a liquidity crisis, as related by Thierry Simon, Arnaud Chupin, Jean-François Derocheand Marc-André Poirier.

INTERNATIONAL NETWORK

PROXIMITY ACROSS THE BOARD

28

Thierry Simon Global Head of Client Coverage & International Network

Jean-François DerocheSenior Regional Officer Americas

Arnaud ChupinSenior Regional Officer Europe,Middle-East and Africa (EMEA)

Marc-André PoirierSenior Regional Officer Asia Pacific

13%

38%

31%

CLIENT BREAKDOWNBY GEOGRAPHICAL

LOCATION18%

• Americas

• Asia Pacific

• EMEA

• France

“XCMG's first operation on the syndicated credit market was a success. A loan of €160 millionsparked considerable market interest, obtaining a final subscriptionrate of around 250%.

Jiang Long WUVice Presidentand CFO,XCMG

“

”

XCMG Xuzhou Construction Machinery Group continues to expand, recently acquiring a major world player. A strategic acquisition that justified significantfinancing arrangements, with Crédit Agricole CIB as sole bookrunner of a 18 international and Chinese banks' syndicate.”

YEARBOOK SEPTEMBER 2012, CHINA

XCMG, THE WORLD'S FIFTHLARGEST MANUFACTUREROF CONSTRUCTION MACHINERY, WITH LONG-TERM RESOURCESFOR GROWTH

Didier HONGSenior Banker,Shanghai Branch Manager,Crédit Agricole CIB


model without significantlytransforming ourorganisation.

Jean-François Balaÿ:What we are seeing is achange in approach ratherthan a change oforganisation. The mostimportant factor is that theclient's approach and theway that we structure andwork have changed.Dedicated operating teamswere set up for eachsolution identified tobroaden our product rangeand our distributionchannels. In this way ourorganisation has adapted.And in this way our newmodel is being deployed.

Thomas Gadenne:We are still a medium-sized bank, with ahuman-sized organisation,

but we are also a leadingplayer in structuredfinancing and fixed incomeproducts, with committedteams working for us. Weare using our excellentrelationships with financialinstitutional clients tointroduce new assetclasses and new types oftransactions that we canwork on.

WHAT IS THE OUTLOOK FOR THE MONTHS AHEAD?

Thomas Gadenne:I think it is encouragingbecause market volumesare still fairly strong andhave even intensified incertain sectors. We sawsignificant volume declinesin the first half of 2012because of the liquiditycrisis, but this is now in the past.

Jean-François Balaÿ:The market at the start of2013 is considerablydifferent to the market atthe start of 2012. Our neworganisation, ourpartnerships and ourposition as a leader in thesyndicated loans marketshould enable us to takegood advantage of thisglobal economicconfiguration. We havebeen a leader for threeyears now.

Jacques Prost:Thanks to this new model,we have been able tomaintain our clientpositions: our dialogue andrelations with our clientshave improved becausewe can offercomprehensive, multi-product financial solutions.This puts us in a goodplace to help them seizebusiness opportunities,notably in theinfrastructure, transport,energy and real estatesectors. On the Frenchmarket, this is also a wayto help boost the economyat a time when banks arereducing their balancesheets.

OUR STRENGTH LIES IN OUR HUMAN SIZE, OUR CAPACITY

TO DEAL WITH ALL SUBJECTS, TO REGULARLY DISCUSS THE

PROGRESS OF THE MARKET AND OUR ANTICIPATIONS

NEW BUSINESS MODEL: THREE

SIGNIFICANT DEALS

“

”


First private bondplacement on the European marketfor the Bonduelle Groupwith Crédit Agricole

Assurances

Real estate financingfor Icade

with Allianz France

HOW DO YOU SEE THE NEWORIGINATION ANDDISTRIBUTION MODELCHANGING THE WAY YOUOPERATE?

Jacques Prost:Remember firstly that thefinancing, capital marketsand syndication activitieshad already beencooperating on variouslevels. Now, however, wehave more direct andsystematic links betweenour activities. Our loandistribution activity wasbroadened to include newasset classes and a largerbase of investors,including insurancecompanies, assetmanagers, pension fundsand banks with surplusliquidity, notably in Asia.

Jean-François Balaÿ:With this in mind, the newtransversal debtoptimisation anddistribution business linewas created, which reportsto Crédit Agricole CIB'sexecutive management.The teams are organisedinto three global activities:origination and structuring,primary and secondarydistribution, and tradingand optimisation of thefinancing portfolio.

Jacques Prost:In reality, the new model istightening the linksbetween the structuredfinancing, capital marketsand debt optimisation anddistribution businesses.Our aim is that all neworiginated transactionssatisfy the expectations ofour borrower clients andinvestor clients. To achievethis, we bring our teamson board at a very earlystage to find the mostsuitable bond orsecuritisation solution, orto repackage loans for saleto institutional investors.

Thomas Gadenne:This new organisation hasproved its worth this year.We plan to continuebroadening our investorbase, notably with

insurance companieswhich are looking todiversify their investmentsas a result of theconstraints associated withthe new Solvency IIdirective.

FROM THIS PERSPECTIVE,WHAT ARE CRÉDIT AGRICOLE CIB'S STRENGTHS IN RELATION TO ITS COMPETITORS?

Jacques Prost:With this new model, wemade a decision tocapitalise on ourrecognised expertise instructured financing, whichis a part of our DNA. Ouradvantage here is ourhuman-size and ourclosely-knit teams, whichwere quick to apply the

The new distribution-origination model that was applied in 2012 is based on a transversal approachbetween the different business lines. Jean-François Balaÿ, Jacques Prost and Thomas Gadenne,explain how it works.

THE NEW DISTRIBUTION-ORIGINATION MODEL

PARTNERSHIPS AND DIVERSIFICATION:A CHANGE OF APPROACH

32

Jean-François BalaÿHead of Debt Optimisation & Distribution

Thomas GadenneHead of Capital Markets

Jacques ProstHead of Structured Finance

Syndication1ST

BOOKRUNNERIN FRANCE

3RD

BOOKRUNNERIN EMEA

Thomson Reuters

First joint financing

for Neopost with Axa

&

“We were delighted that Willis chose Crédit Agricole Securities to complete this importantmandate which was well received by the market.

Charles F. WillisChairman & CEOWillis Lease FinanceCorporation

“

”

Accessing capital markets isstrategic and important to ourbusiness. The closing of WEST IIprovides us with long-term, low-cost,fixed-rate financing to support andgrow our leasing business for manyyears. The transaction provides Williswith capital to expand our businesswhile improving our cash flowand capital structure."

YEARBOOK SEPTEMBER 2012, USA

WILLIS LEASELAUNCHES THE LARGESTAVIATION ABS* OFFERINGPLACED IN THE MARKETSINCE 2008, AND THEFIRST AVIATION ABSIN 2012

Leo BurellManaging Director,Head of Operating AssetsSecuritization,Crédit Agricole CIB

35CRÉDIT AGRICOLE CIB2012 ACTIVITY REPORT34 * Asset-backed securities

ENGINE DEAL OF THE YEAR

Global Transport Finance

AMERICAS DEAL OF THE YEAR

Airline Economics

ENGINE DEAL OF THE YEAR

Airfinance Journal / Euromoney

“This is the second transaction ofthis type conducted in France. The first one took place in 2009, andwas also led by Crédit Agricole CIB.It is particularly suited to issuers lookingto strengthen their shareholders' equityin a volatile market environment. Thefact that it was executed in one day limited the level of risk exposure.

Nicolas TissotCFO Alstom “

”

For this capital increase, we lookedto institutional investors via an accelerated private placement, without pre-emptive subscriptionrights. In a few hours, the transactionwas largely oversubscribed, illustratingthe level of investors' confidence. The size of the transaction was therefore extended from €300 millionto €350 million.”

YEARBOOKOCTOBER 2012, FRANCE

ALSTOM COMPLETED A CAPITAL INCREASEAMONG INSTITUTIONALINVESTORS IN A FEWHOURS

Gilles d’HalloySenior Banker,Crédit Agricole CIB


Jamie Mabilat:With the adaptation planand our new strategicmodel, our advisory activityhas seen significantchanges, successfulchanges borne out by thefact that we were named2012 "Global advisor of theyear" by Project FinanceInternational. We also havearound a dozen activeinfrastructure advisorymandates at present. I think it is important to stress here that we owe this success to our first-rate teams in New York, Sydney, Europe,Latin America and Asia.

AND THE OUTLOOK?

Jean-FrançoisGrandchamp des Raux:I see us focusing on fivemain areas in 2013. We willaccompany ourinternational clients in theirdevelopment and in

financing theirinfrastructure. We mustretain our leadershippositions and the top fiveranking that we have heldfor several years in theinfrastructure segment. Wewill continue to work ondistribution and will speedup capital rotation bycreating partnerships withinstitutional investors orthrough infrastructure debtfunds. As Jamiementioned, we will growour advisory activity bydrawing on ourinternational footing.Finally, it is crucial that weposition ourselves so thatwe can take advantage ofthe strong growth in bondissuance.

Jamie Mabilat:

Crédit Agricole CIB'sstrategy is to developpartnerships. Infrastructureare central to this strategybecause our productsparticipate in the long-termfinancing of the realeconomy andconsequently they are idealfor institutional investorspension funds, insurance:companies. This is partlywhy we succeeded inmaintaining a strong levelof activity and in signingmajor contracts in 2012.We are also seeing realgrowth in Debt CapitalMarkets activity.Traditionally, once ourprojects are finished theyare well placed for thebond markets (US,Canada, Europe, Australiaand Asia), and we have a

very active pipeline ofbookrunner mandates in this segment, withseveral major mandates to be completed in 2013.In terms of the deal flow,we expect this to rebound,with volumes recovering in relation to 2012.

ONE OF CRÉDIT AGRICOLEGROUP'S STRENGTHS TODAY

IS ITS CLOSE TIES WITH KEY INFRASTRUCTURE

PLAYERS

“

”


Matthew NormanStructured Finance,Head of Infrastructure for EMEA

12active

infrastructure advisory mandates

in 2012

WHAT IS THE ACTIVITYSCOPE OF CRÉDIT AGRICOLE CIB'SINFRASTRUCTURE DIVISION?

Jean-FrançoisGrandchamp des Raux:The infrastructure divisioncovers four sectors:transport, i.e. roadways,railways, airports, ports;construction, whichincludes hospitals, prisons,schools and otheradministrative buildings aspart of public-privatepartnerships; theenvironment, whichincludes water and wastetreatment; and finally waterand gas distribution andtransmission networks.

HOW DO YOU ACCOMPANYCRÉDIT AGRICOLE CIB'SCLIENTS?

Jean-FrançoisGrandchamp des Raux:We provide structuredasset financing andstructured financingadvisory services. We alsooffer advice in mergers andacquisitions and finance.

Jamie Mabilat:With the strong support ofour colleagues in DebtCapital Markets, we alsooften finance projects viathe bond market, whichpresently accounts for agrowing share of activity inour sector. As anillustration, for GatwickAirport in London, CréditAgricole CIB had financedGlobal InfrastructurePartners' acquisition of theasset in 2008/2009through a bank loan, and

then contributed to itsrefinancing via successivebond tranches in 2011 and2012. We also contributedto a bond issue by APRRin France in 2012.

Matthew Norman:One of the Crédit AgricoleGroup's strengths today isits close ties with keyinfrastructure players. Inconstruction, for example,we consider ourselves theprivileged partners of ourlargest clients in financingtheir various activities. Theinfrastructure teams offer arange of debt marketadvisory and structuringservices. We work veryclosely with infrastructureinvestment funds, such asGoldman SachsInfrastructure Partners,Global InfrastructurePartners and Antin, whoturn to us first for most oftheir financing needs. It isimportant to stress thatEuropean players (Vinci,Bouygues, Skanska,Hochtief, Strabag, ACS,

etc. but also funds, oftenbased in London andParis) are very active in our segment and alsorepresent a large share of our international activity.

WHAT WERE YOUR MOSTSYMBOLIC ACHIEVEMENTS IN 2012?

Jean-FrançoisGrandchamp des Raux:There was Open GridEurope, the European gasnetwork project, which issymbolic for the Bankbecause we received twoawards for this €2.7 billiondeal, "M&A deal of theyear" from PFI ThomsonReuters and "Oil & Gasdeal of the year" fromProject Finance Magazine.We also contributed to therefinancing of the MacPisto project, which is anoil product storage anddistribution networkbetween Le Havre andParis.

Crédit Agricole CIB's infrastructure division won several major deals worldwide in 2012 and receivedawards for the quality of its mandates. Jean-François Grandchamp des Raux, Jamie Mabilat and Matthew Norman fill us in on a year that brought an abundance of successful transactions.

FOCUS ON INFRASTRUCTURE, RAIL, REAL ESTATE

STIMULATING THE ECONOMY

38

Jean-François Grandchamp des RauxStructured Finance,Global Head of Energy & Infrastructure

Jamie MabilatStructured Finance,Global Head of Infrastructure

&

35%

17%22%

THE INFRASTRUCTUREDIVISION'S ACTIVITY

26%

• Americas

• Asia Pacific

• EMEA

• France

GLOBAL ADVISER

OF THE YEARProject FinanceInternational

&

AIRPORTHOUSE

OF THE YEARGlobal Transport

Finance

innovation. Although manyinsurance companies andpension funds havetraditionally been keeninvestors in real estate, theSolvency II regulationsimpose substantial capitalrequirements. Since theassets that we finance areperceived to be less riskythan equities andsovereign debt, investorsare happy to team up withus as partners to ourfinancing arrangements.They trust us because wefoster good client relationsand because of ourexpertise - we are amongthe leaders in thegeographical areas inwhich we operate. In thisway, we gradually becomethe "natural" intermediariesbetween our clients andnew non-banking partnerswho are economically andfinancially interested inparticipating in thesefinancing arrangementsalongside us.

WHAT IS THE OUTLOOK?

Laurent Chenain:Firstly, there are two realestate markets, theinvestment market and therental market.In investment, as I wassaying, property assets areperceived as a safe haveninvestment and manyclients want to invest inthem. For this reason,there is substantial liquidityavailable. In geographicalterms, in Asia, particularlyHong Kong andSingapore, there has beena slight correction in rentalcompany stocks, whichshows that prices werefairly high. We are seeing arecovery in Japan, strongtrends in Australia and arecovery in the US. In theUK and France, theinvestment market remainsstrong, but there has beena correction of rentalcompany stocks, as aresult of which we areprudent in our choice ofassets and of the financingstructures we recommend.We remain very prudentregarding SouthernEurope.

Olivier Desfontaines: In the rail market, we makea distinction betweenpassenger transportation,which shows a steadyincrease, and freight,which is more cyclical. Inthe US, rail freighttransport has shown anupturn, particularly incertain segments linked tothe development of shalegas. In Europe, the rail

freight market is directlycorrelated to the level ofGerman exports, which areshowing a gradual picking-up. Demand for passengerrail transport is structurallyincreasing, and this wasalso the case during thecrisis, driven by rising fuelprices and external factors(congestion, globalwarming, etc.) related tothe other methods oftransport. The question atstake for Europe is theability to support thisincrease in traffic with newinvestment in infrastructuresand rolling stock.

WE HAVE GENUINE EXPERTISEIN FINANCING STRUCTURES

AND INNOVATION

“”


Olivier DesfontainesStructured Finance,Asset Finance Group,Head of Rail for Europe

9real estate locations worldwide

€2.4billion

New real estate financing in 2012

WHAT DO YOUR RESPECTIVEACTIVITIES INVOLVE?

Olivier Desfontaines:In the rail sector, we havereached an historicalturning point with the on-going deregulation in Europe. Our missionconsists in accompanyingour clients, public orprivate operators, lessorsand investors in thischanging market, whetherthey look for anacquisition, a financing of rolling stock, or aninvestment in the assetclass. Geographically, our operations are locatedclose to our clients inParis, New York, Frankfurtand Milan.

Laurent Chenain:The Bank operates ninereal-estate entities: inFrance obviously, wherearound 50% of our netbanking income isgenerated, but also inEurope (London, Milan,Madrid), the US, Asia(Hong Kong, Singapore,Tokyo) and Australia.Thanks to our 110 real-estate professionals, wehave been assisting clientsfor decades, financing thebest of their real estate andhotel assets in countrieswhere we have local teamsin place. The Bank's otherbusiness lines also benefitfrom the close relations wemaintain with our clientsand our knowledge ofeach market segment ofthe countries in which weoperate.

Olivier Desfontaines:The sovereign debt crisisled to a sharp reduction ingovernments' ability toprovide public financing forinvestment in the railsector. Fleet renewalrequirements are massiveand a significant level ofemployment for the Frenchand European rail industryis at stake. As anillustration, the averageage of freight locomotivesand railcars in Europe is 30years, compared to a 35years useful life! In Francealone, where recentinvestments were made inthe high-speed train (TGV),another €2 billion ofinvestments are needed aspart of the "Trainsd’Equilibre du Territoire"agreement to replace theTéoz and Intercité trains. Inaddition, furtherinvestments would beneeded in the regions forthe TER trains. In this context, and giventhe reduced amount ofpublic financing available,private financing sourcesneed to bridge the gap.This is good news for newinvestors, notablyinsurance companies, whoare interested in this kindof euro-denominatedasset.

HOW DOES CRÉDIT AGRICOLE CIB STAND OUTFROM THE COMPETITION?

Olivier Desfontaines:Firstly we have built anexperienced team ofspecialists, some of whomhave worked in the railindustry prior to joining theBank. Also, through oursector-based approach,we have been able todevelop very closerelations with our clients,and can propose “one-stop-shop” solutions usingexpertise from the Bank'sother business lines:transportation dedicatedM&A team, specialists inrail financing and in thedebt capital markets. TheBank has been able tocapitalize on its longexperience in assetfinancing, most notably inthe aerospace andshipping sectors, tobecome a leader in the railsector both in Europe andthe US.

Laurent Chenain:Knowing the sectormeans, for example, beingable to talk to an Americanclient investing in Franceabout rental investmenttrends in La Défense. Wehave been very familiarwith this market for a longtime, offering both asset-liability and debt financing,both mortgaged andunguaranteed. We havegenuine expertise infinancing structures and

Leader in the financing of the rail and real-estate sectors, Crédit Agricole CIB maintains its leading position by forging close relationships with its clients, and through its deep sectorial knowledge and innovative skills. Laurent Chenain and Olivier Desfontaines further explain.

FOCUS ON INFRASTRUCTURE, RAIL, REAL ESTATE

STIMULATING THE ECONOMY

40

Laurent ChenainStructured Finance,Asset Finance Group,Global Head of Real Estate

RAIL HOUSE OF THE YEAR

2ND YEAR IN A ROWGlobal

Transport Finance

“For this first SRI transaction by a company in Europe, and as the leading bank for socially responsibleinvestors, Crédit Agricole CIB aimedto succeed. We provided Air Liquidewith an original solution to broadenand diversify its investor base.

Fabienne LecorvaisierVice President, Finance and Operations Control

“

”

To finance our homecare activity, which has a high social impact, we decided to issue a bondaimed at socially responsible investors.Our objective was to mobilise SRI investors who were not yet in thehabit of investing in thematic bonds.Crédit Agricole CIB was able to advise us in this transaction.”

YEARBOOK OCTOBER 2012, FRANCE

AIR LIQUIDE FINANCED ITS HOMECARE ACTIVITYWITH A SOCIALLY RESPONSIBLE BOND ISSUE, A FIRST IN EUROPE

Claire MahouSenior banker,Crédit Agricole CIB


interests together to be ableto distribute the debt of ourclientscorrectly and at thebest price.

WHAT ARE CRÉDIT AGRICOLE CIB'SADVANTAGES IN THIS CONTEXT?

Philippe Rakotovao:Our main attribute is ourlarge international networkthrough which we arepresent on all continents. Itgives us good proximity toour issuer and investorclients. Also, ourorganisation is tightlyintegrated: we have onemanagement structure,with a continuous link

running from transactionorigination to distributionvia execution and trading.This is a key attribute thathas made Crédit Agricole CIB the world'sfourth largest player on the euro bond market. Anexceptional performance!Another factor that sets usapart is the fact that weare a major player on thedollar bond market,handling more than sixtydollar-denominated issueseach year.

Hugues Delafon:We are also one of thelargest players on the newmarket for euro-denominated privateplacements, a key marketthat will underpin growthon the bond market.Another specific feature isthat we have maintainedour roots in France. Ourglobal platform is availableto all of our French clients,including investors,because France has verylarge investors looking toinvest around the world,and borrowers looking toborrow in dollars, yens,renminbi, etc.

HOW DO THESEINVESTMENTS OPERATE ABROAD?

Philippe Rakotovao:Many of our businessclients operateinternationally and havegrowing investment needsin high-growth areas suchas China, Brazil, Russia,etc. These needs can befinanced through dollar oreuro borrowings, and thenconverted into localcurrency. Our businessclients can also raisemoney directly in the localcurrency. The current trendis for large emergingmarkets to develop theirown capital markets sothat internationalbusinesses, which are ourclients, can raise moneydirectly on these markets,which can but growsignificantly. Our challengeis to accompany themprecisely on those markets.

THE CHALLENGE FOR A BANKLIKE CRÉDIT AGRICOLE CIB

IS TO HAVE ACCESS TO ALL THE DIFFERENT SOURCES OF

SAVINGS IN THE WORLD

“

”


€900 billion

issued in the

euro bond market*

4thbookrunner worldwide

in eurobonds

Thomson Reuters

WHAT DOES CRÉDITAGRICOLE CIB'S BONDACTIVITY INVOLVE?

Philippe Rakotovao:The bond activity is centralto the Bank because itspurpose is to bring twoclient categories together:clients that borrow capitalto invest and institutionalinvestors. There aredifferent types of borrowerclients. Firstly,governments and similarentities such as publicagencies andsupranational enterprises.Then financial institutions,which also demand highlevels of capital. Finally,commercial and industrialcompanies. In this thirdcategory, a distinction ismade between largebusinesses that enjoy allthe benefits of largeborrowers (rating,reputation) and smallerbusinesses which aregaining increased accessto the capital markets.

Hugues Delafon:Although we have beenoperating on the bondmarket for several years,we are naturally movingwith the trend that hasemerged since the start ofthe crisis: on the one hand,Basel III is forcing bankersto redistribute or reducethe lending they werealready conducting directlywith businesses; and onthe other, businesses arelooking to diversify theirfinancing and to speed updisintermediation by going

directly to the capitalmarkets.

Philippe Rakotovao:One of Crédit Agricole CIB'sbiggest challenges is toaccompany this newmeans of financing theeconomy in Europe. Whilebank borrowing was themain source of financingfor businesses in the past,they now are increasinglymoving towards the capitalmarkets, and the world ofinstitutional investors.

Hugues Delafon:It is already happening.And within this trend,several levels ofdisintermediation cohabit.Large corporations havealready been completely"disintermediated". Today,most of the CAC 40issuers raise almost 100%of their long-term debt onthe capital markets.However, smallercompanies do not havethe same freedom ofaccess to these markets.Their financing needs are

not big enough for thesemarkets, and bank debtremains and will remain asignificant part of theirliability structure. Forexample, Bonduelle's totaldebt amounts to less than€800 million, a relativelylow amount for the bondmarket. Bonduelle's debttherefore is 45% financedvia the capital markets inthe form of privateplacements and 55% viabanks. And Bonduelle isvery comfortable with thisratio.

WHO ARE THE INVESTORS?

Philippe Rakotovao:This is the very subjectunderlying our strategy! Ourinvestors come in manyshapes and sizes. They arenot just domestic in originbut operate from anywhere.They include assetmanagers (mutual funds,investment funds, etc.),banks which manage theirliquidity through the bondmarket, and finally hedgefunds and speculativefunds, which play a majorrole on the governmentbond market and aregradually starting to movetoward the corporate bondmarket. The challenge for abank like Crédit Agricole CIBis to gain access to thedifferent types of savingsthe world has to offer andbring diverse

Corporate financing is being completely transformed and disintermediation is accelerating. Below, Philippe Rakotovao and Hugues Delafon describe the activity's exemplary experience on a bond market that is central to the Bank's strategy.

FOCUS ON BOND ISSUANCE

ACCOMPANYING OUR CLIENTS ON AN EXPANDING MARKET

44

Philippe Rakotovao Global Markets,Head of Corporate & Investor clients division

Hugues DelafonGlobal Markets,Debt Capital MarketsOrigination

*Excluding government borrowing

“Our MTNs & Private Placementsteam has been looking for the bestfunding opportunity in the marketavailable for our client. The Japanese investor base – verycommitted to socially responsible investment was the right place totap. Our team is proud to have helped ‘bridge continents’ and support such noteworthy projects.

Sandeep Jain and Bakary SilueAfrican Development Bank “

”

AfDB plays an important role in thesustainable and equitable economicgrowth of the continent. To financesome of our projects related to theeducation sector, our institution hasissued an ‘Education Support Bond’to Japanese investors base, leadmanaged by Crédit Agricole CIB.”

YEARBOOK NOVEMBER 2012, AFRICA

THE AFRICAN DEVELOPMENT BANK SOURCES IN JAPAN FINANCING TO SUPPORTTHE EDUCATION SECTOR ON THE CONTINENT

Benjamin LambergHead of Global Debt Markets for Asia,Crédit Agricole CIB


Junya FujisakiHead of Syndication Japan,Crédit Agricole CIB

BEST URIDASHIHOUSE

Capital Markets Daily

“Crédit Agricole CIB was the sole arranger and agent of this facility,which was fully underwritten by Allianz France and backed by the Pont de Flandre business park in Paris. The deal is an illustration of our strategy of distribution amonginstitutional investors on behalf of ourclients in the property sector.

Nathalie PalladitcheffMember of the executive committee, Icade “

”

This €200 million real-estate financingdeal over twelve years diversifiesIcade's financial resources andlengthens the duration of its debt. It highlights the appeal of businessparks as a securitised asset and the quality of Icade's credit rating.”

YEARBOOK DECEMBER 2012, FRANCE

ICADE DIVERSIFIED ITS RESOURCES WITH A €200MILLION REAL-ESTATE FINANCING ARRANGEMENTUNDERWRITTEN BY ALLIANZ FRANCE

Jean DelamalleSenior Banker, Crédit Agricole CIB


departments providemobility assistance.

Ivana Bonnet:The management of thisvoluntary redundancy planwas a necessary task thathad a marked impact in2012. But theimplementation of theadaptation plan alsoinvolved giving themanagers and the teamsthe means to roll out ournew strategic model. Toprepare the future and theemployees, we thereforefocused on professionaldevelopment, and moreparticularly on talentedstaff and training.

Amandine Aury:Against this backdrop,some of our servicesrelated to changemanagement, in Franceand internationally. Thisyear, we also launched theManagement Academy,which is Crédit Agricole CIB'smanagement trainingprogramme. Its objective?To develop managers'skills throughout thedifferent stages of theircareer and establish ashared culture. In 2012,730 managers worldwideparticipated in at least onemanagement trainingcourse. Over the comingyears, the content of thisprogramme will beenhanced.

HOW DOES HR ADAPT SKILLSAND TALENT IN SUCH APERIOD OF CHANGE?

Ivana Bonnet:In addition to training andmobility, we conductperformance managementto develop the skills of ouremployees. Annualappraisals and target-setting for the year aheadprovide an importantopportunity to talk aboutthese changes. Also, weare proud of our resultssince 95.5% of theemployees were appraisedthis year. This also meansthat 95.5% of employeesgot a feedback from theirmanager on the quality oftheir work, and thereforehad an opportunity to takestock of their progress. Infact, the appraisal is amoment when anemployee can take stockof the past year and at thesame time prepare for thefuture.

PREPARING FOR THE FUTURE IS ESSENTIAL,

REGARDLESS OF THE DIFFICULTIES

OR CHANGES BEING EXPERIENCED

“

”


2012 WAS A DIFFICULT YEARFOR CRÉDIT AGRICOLE CIB,WHICH HAD TO ADAPT ITSORGANISATION TO ITS NEWBUSINESS MODEL. WHATWERE THE MAIN MEASURESTAKEN BY THE HUMANRESOURCES DIVISION IN THIS REGARD?

Jean-Paul Kaouza:Firstly, the HumanResources division workedwith the Bank's businesslines to define theorganisational changesthat were necessary toimplement our newstrategic model. In thisregard, we had to overseea voluntary redundancyplan. In France, thisinvolved 20% mobilitywithin the Crédit Agricolegroup, 31% retirementsand 49% external mobility,more than half of whichinvolved the creation ofnew businesses.Internationally, 72% of thejob cuts planned for 2012-2013 were achieved by 31December 2012. We alsoorganised training to helpdeal with psychosocialdifficulties and professionalstress, which saw theparticipation of nearly 300employees over the year.During the roll-out of thisplan, we signed anagreement with our labourpartners to be able tocommunicate to theemployees throughout thenegotiations, which lasteda little over four months. In

this way, we were able toinform our employees ofthe progress made in thetalks, our objectives andthe means we used toachieve them. Our aim wasto ease employeeconcerns about theirfuture.

Ivana Bonnet:The quality of our dialoguewith the social partnerswarrants emphasis. Theyaccompanied usconstructively throughoutthe process.

Bernard Calvet:All of the employees whoopted to leave thecompany as part of theredundancy plan had theirpersonal projects validatedby Crédit Agricole CIB toprevent them beingexposed to risk. Amonitoring committeevalidated each case, forexample where a newcompany was created wechecked the business planand a consultant helpedthe employee to build theirfuture career plan.

Jean-Paul Kaouza:For each entity closedoutside of France, CréditAgricole CIB alsoimplemented measures toassist the employees,regardless of their status.We were very vigilantregarding the economicassistance that wasproposed.

Bernard Calvet:The implementation of arestructuring plan requiresinput from the entire HRteam. Individual managersand mobility advisorydepartments are in thefront line because theymust help the employeeswho opt for voluntaryredundancy with theirinternal or external careerplans. The legal unitprovides a legal frameworkfor these activities. Andthere is also the financialaspect: a sizeablerestructuring plangenerates significant coststhat must be controlled;we remained in line withthe estimates that weremade. Finally, the trainingand talent management

The Human Resources division was in the front line during the implementation of the adaptation plan in 2012. Ivana Bonnet, Jean-Paul Kaouza, Bernard Calvet and Amandine Aury explain how the Bank accompanied our teams during this period of change to help Crédit Agricole CIB position itself in a new banking landscape.

HUMAN RESOURCES

CENTRAL TO OUR TRANSFORMATION

50

GIVING THEMANAGERS

AND THETEAMS

THE MEANS TO ROLL OUT

OUR NEWSTRATEGIC

MODEL

“

”

Jean-Paul Kaouza Head of Corporate Social Responsability & Unions

Ivana BonnetHead of Human Resources

57% 43%

14%39%

34%

13%

• Americas

• Asia Pacific

• EMEA

• France

BREAKDOWN OF THE HEADCOUNT

BY REGION

BREAKDOWN OF THE HEADCOUNT

WORLDWIDE

%

that they can be appointedto strategic positions. Thisalso concerns managersand experts working in theareas of development andcareer management.Crédit Agricole CIB needsexperts and we must knowhow to retain them andfoster their progress. Thisis something that we arevery vigilant about. Ourtalent management policyis organised incollaboration with theGeneral Management anddraws on succession plansand career meetings overthe last three years.Preparing for the future isessential regardless of thedifficulties or changesbeing experienced.


730managers

participated in a ManagementAcademy module

in 2012

95.5%of employees got a feedback

on their performance from their manager

Jean-Paul Kaouza:We also conductedprojection management ofjobs and skills. Thisinvolves anticipatingchanges in each businessline and providingappropriate training orassistance in accordancewith the technologicalchanges involved. Somebusinesses may disappearwhile others may betransformed or developed.

Ivana Bonnet:In preparing for the future,we are led by the CréditAgricole group notably viaits corporate socialresponsibility (CSR) policy,FReD, and the latter'sthree pillars which aredisseminated through theGeneral Management.

Amandine Aury:Respect is the FReD pillarconcerned with socialcommitments foremployees and is steeredby the HR division. Itincludes several actionplans to promote diversity,encourage participation incompany activities andprevent stress. Certain ofthese action plans are veryambitious, such as genderbalance for example, withstrict targets to be reachedby 2015.

Ivana Bonnet:Our target for CréditAgricole CIB is to have anexecutive managementthat is 25% female by theend of 2015. Indeed, weare very ambitious, bearingin mind that this means we

must be able to draw froma pool of talent that is 40%female.

WHAT ARE HR'S PRIORITIES FOR 2013?

Ivana Bonnet:We will continue to preparefor the future. Firstly, bycontinuing with changemanagement. This mustbecome a reflex: our worldis changing. And then byfocusing on the employeeswho remain and withwhom we are going tobuild our future. We mustcontinue the work that webegan in 2012 to detecttalent within the Bank byidentifying employees thatshow real potential forprogress. We have a dutyto accompany them so

HUMAN RESOURCES

CENTRAL TO OUR TRANSFORMATION

52

CHANGE MANAGEMENT

MUST BE A REFLEX:

OUR WORLD

IS CHANGING

“

”

Amandine AuryHead of Talent Management Initiatives

Eva Tong, Human Resources Manager, Asia

"The modules of the pilot phase of the Management Academywhich were successfully introduced in the main Asian countries (Hong Kong, Singapore, Taiwan and China) werehighly appreciated by the participants. Through the ManagementAcademy, managers get to develop their expertise and leadership skills so that they can promote a shared and durable managerial culture."

Bharatti Crack, Human Resources Manager, Europe, Middle East and Africa (EMEA)

"In London, 87% of the participants felt that the change management workshops gave them the necessary skills toperform their function. Communication on the notion ofchange was particularly appreciated."

73%of employees are already

trained

Bernard CalvetHead of Support & Infrastructure

These figures concern the headcount worldwide

“Over three years, our structured fi-nance advisory team and local officesworked very closely with the Inpexand Total teams in Paris, Tokyo andPerth to implement this milestoneproject financing, comprising of nineexport credit agencies and twenty-three international banks.”

“The US$20 billion Ichthys LNG project financing is the largest international project financing ever realised.”

Gilles d’Halloy, Senior banker, Crédit Agricole CIB

“Our offshore liquefied natural gasproject will be conducted with thegreatest concern for the environment.It will benefit the local economy, in terms of both employment andeducation, and will introduce an alternative energy offering in Japanafter Fukushima.”

YEARBOOKJANUARY 2013, AUSTRALIA

INPEX AND TOTALARE WRITING THE FUTURE OF THE ENERGYSECTOR, INVESTING USD 34 BILLION IN THE ICHTHYS LNG PROJECT

Andy Pheasant,Managing Director, Structured Finance Advisory, Crédit Agricole CIB


Yoichi Sawabe,Senior Banker, Crédit Agricole CIB

Olivier Devouassoux,Vice President, operating subsidiariesfinance,Total

GLOBAL ADVISER OF THE YEAR

Project Finance International

Noboru Himata,Executive Officer, General Manager, Finance Unit,Inpex

Alexandra Boleslawski:Our clients understoodthat we were starting toapply sector-basedenvironmental and socialpolicies, just like some ofour competitors. In allareas of activity, our clientshave already incorporatedthe fact that banks areapplying highenvironmental and socialstandards. And theyunderstand that a failure to do so would reduce thebanks' capacity to financeprojects and, over andabove the financingaspect, would damagetheir image in society. Wehave been very careful toset sound environmentaland social governancestandards withoutsacrificing profitability.

THESE POLICIES VARY ALLTHE SAME DEPENDING ONTHE SITUATION…

Alexandra Boleslawski:We took the localenvironment into account:we set more ambitioustargets in wealthy countrieswhere the best technologyis available, and moreflexible criteria in countrieswhere insisting ontechnologicalimprovements beyond acertain level would be toocostly and would weigh onthe economic viability ofthe projects. For example,if an emerging country hasa lot of coal resources andneeds to increase itselectricity generationcapacities, we will not askit to implement a solutioninvolving costly alternativeimports: this wouldincrease the cost price

per kWh, while solutionsexist to exploit localresources and improve thecountry's carbon efficiencyper kWh.

Eric Cochard:Financing a technologythat is not the mostefficient in the world butwhich improves the localenvironmental and socialsituation can be a goodthing. We cannot ignorelocal constraints and thelegitimate needs ofemerging countries todevelop.

OUR POLICIES ALLOW US TO MAINTAIN A GOOD BALANCE BETWEEN

THE TECHNICAL AND ECONOMICCONSTRAINTS OF OUR CLIENTS

AND SOCIAL AND ENVIRONMENTALCONSIDERATIONS

“

”


80%of the CO2

emissions related

to our financingcome from the energy

and transport sectors

TELL US ABOUT THE SECTOR-BASED POLICIES ADOPTEDBY CRÉDIT AGRICOLE ASPART OF ITS CSR STRATEGY?

Eric Cochard:We defined environmentaland social analysis criteriafor the most sensitivesectors in which weoperate. Before granting aloan to a client, the Banklooks closely at thedifferent criteria to obtainits own analysis of thetransaction. If the analysisis negative or if exclusioncriteria are detected, thenwe do not participate inthe transaction. Forexample, in the oil sector,we made a decision not tosupport operations thatparticipate in oil off-shoredrilling in the Arctic regionor in open-pit bituminoussands projects.

THIS YEAR BROUGHT THE FINALISED DEFINITIONOF YOUR ENVIRONMENTALAND SOCIAL POLICIES IN THE ENERGY SECTOR…

Alexandra Boleslawski:Indeed we finalised andpublished these policies.They will be applied world-wide to all of theBank's activity, includingconsulting. They will berolled-out in 2013 forimplementation within all ofour business lines and forall of our clients, with oursales team leading theway.

Eric Cochard:All energy sectors areinvolved. We wanted tohave a coherent approach:it makes no sense to havea policy for coal and not tohave one for oil or nuclearenergy. A lot of worktherefore was completed in2012 which has enhancedour credibility among ourclients, among the publicand among all of ourpartners.

Alexandra Boleslawski:We also wanted to defineintelligent policies that takeenvironmental and socialconstraints as well astechnical and economicaspects into account inorder to promote viablesolutions. We are there toserve our clients! And Ibelieve that, in the end, ourpolicies allow us tomaintain a good balance

between our clients'technical and economicconstraints on the onehand, and environmentaland social considerationson the other.

Eric Cochard:We are open to differentpossibilities. If there is aconsensus within a sectorthat a particular techniqueis acceptable and anotheris outmoded, then we willgo with the former ratherthan the latter.

In June 2012, Crédit Agricole CIB launched FReD, its corporate social responsibility (CSR) strategy.Éric Cochard, Alexandra Boleslawski and Tanguy Claquin, tell us about the work involved, particularly the implementation of sector-based policies for the energy sector and the development of social finance.

CORPORATE SOCIAL RESPONSIBILITY

A GLOBAL AND COMMITTED APPROACH

56

WE ARE NOT THERE

TO GIVE LECTURES,

BUT RATHER WE WORK

CLOSELY WITH OUR

CLIENTS TOUNDERSTAND

THEIRCONSTRAINTS

“

”

Alexandra BoleslawskiStructured Finance,Global Head of Power, Utilities & Mining

The EnvironnementalFinance magazine, a pioneer in the sphere of interaction betweenenvironmental objectivesand the financial sector,gave Crédit Agricole CIBa special mention inMarch 2012 for the social and environmentalbond issued by the Ile-de-France (greaterParis region), a first forthe public sector on theeuro bond market.

Eric CochardCorporate Secretary, Head of Sustainable Development

Tanguy ClaquinClient Coverage & International Network,Head of Social & EnvironmentalFinance Advisory

Eric Cochard:Alexandra and myself werespeaking about sector-based policies that help toreduce the environmentaland social risks related toour activity. Tanguy, forexample, will meet with alarge business client tohelp it deal with thefinancial aspect of a socialor environmental matterbased on his expertise inthis area. In fact, he usesinvestment techniques tohelp resolve our client'ssocial and environmentalissues.

Tanguy Claquin:We help our clients withprojects that play animportant role in their CSRapproach. This may involveimpact investments orsocial entrepreneurshipprojects. As an example,we helped Danone toestablish a fund thatinvests in reforestationprojects managed by ruralcommunities in developingcountries. This is anexemplary way for fundinvestors to acquire carboncredits. We also helpedLafarge to establish amicro-finance housingproject. Markettransactions may also beinvolved, such as sociallyresponsible orsustainability bonds, whichinvolve customisedtransactions for sociallyresponsible investors. All ofthese examples requirespecific expertise, whichwe have developed.

Eric Cochard:The fact that we developsector policies means thatwe can go to our clientsand say "We will help youwith your social andenvironmental targetsbecause we ourselveshave our own targets forexemplary behaviour." It'sa win-win situation.

Tanguy Claquin:We are forerunners on thismarket, and in 2012 weestablished a concrete andpermanent CSR activitywithin Crédit Agricole CIB.I think this offering is ofgreat benefit to us whereour clients are concernedas it corresponds to theimage, the roots and thevalues of the CréditAgricole group.

WE HELP OUR CLIENTS RAISE FUNDS ON THE BOND MARKETS TO FINANCE

PROJECTS WITH A HIGH SOCIO-ENVIRONMENTAL IMPACT.

WE ARE FORERUNNERS ON THIS MARKET

“

”


Alexandra Boleslawski:In some countries, projectsthat are not highly thermal-efficient can still representan improvement in relationto the existing situation,and can contribute to thecountry's development.For this reason, we arrivedat the notion of the "besttechnology available", withvarying standard levelsdepending on theresources of theconcerned country.

Eric Cochard:The important factor is thatwe worked hard to obtainan advanced analysisprocess which ensuresthat we are using the bestavailable technology ineach given context.

CRÉDIT AGRICOLE CIB ALSO OPERATES IN THEDEVELOPMENT OF SOCIALAND ENVIRONMENTALFINANCE. WHAT IS YOURSTRATEGY HERE?

Tanguy Claquin:We help the Bank's clients,and businesses andinvestors with projects thathave a significant socialand environmentalcomponent and which mayrequire financial advice orfunding. This activity is oneof the objectives of the Demeter (theenvironmental pillar ofFReD) initiative.

CORPORATE SOCIAL RESPONSIBILITY

A GLOBAL AND COMMITTED APPROACH

58

Crédit Agricole CIB supports the Finance and Sustainable Development Chair partnered by theParis Dauphine University and the Ecole Polytech-nique. Under this programme, Crédit Agricole CIBmeasures the carbon footprint of industrial sectorsworldwide.

It has finalised a methodology for quantifying the emissions(carbon footprint) caused by the Bank's clients. This involvesbreaking down the world's carbon emissions according to industrial sector and geographical area, and compare them to the loans and investment granted by Crédit Agricole CIB.The work revealed that two industrial macro-sectors, energy andtransport, accounted for more than 80% of these emissions.Sector-based policies were developed in 2012 for the energysector. 2013 will see the development of similar policies for thetransport sector, in which Crédit Agricole CIB is a key player inthe provision of financing.

WE HAVE DEDICATED TEAMS THAT ANALYSE THE MARKETS AND DEVELOP INNOVATIVE FINANCIAL CSR SOLUTIONS:

consultancy and funding for initiatives with a high socialand environmental content, the valuation and managementof environmental and social impacts, methodologies forquantifying emissions caused by clients' activities, findingsocially responsible investments, expertise in public-privatepartnerships to revitalize regions. Aware of the responsibilitiesattached to its role in financing the economy, Crédit Agricole CIB curtails intervention in certain activities thatpose an environmental or social risk (e.g. arms, energy) byintroducing analysis criteria and conditions for participationinto its risk policies.

FReD CONNECTS OUR TEAMS IN THE ACHIEVEMENT OF SOCIAL AND ENVIRONMENTAL OBJECTIVES

FReD is the acronym for "Fides, Respect and Demeter",Crédit Agricole Group's strategy for enhancing CSR.It is applicable to all of the Group's entities, andcomprises three pillars:

ECONOMICFides, which itself is an acronym for Fraud, client Interests,Deontology, market Equilibrium and financial Security, is theLatin term for "trust", and incorporates the notion of economicimprovements for customers.

SOCIAL Respect (Recognition of employees, Equality, Safety in theworkplace, Participation, Equitable remuneration, Coherence,and Territory of operations) incorporates the notion of respectfor employees.

ENVIRONMENTAL Demeter, taken from the name of the Greek goddess of agriculture, is an acronym for the following environmentalprotection activities: Dialogue on environmental objectives, Externalities, Markets, Ecosystems, Transport, Energy, Resources.


2012 FINANCIAL REPORT


Presentation of the financial statements .....................................................64

Business review and consolidated income statement....................................66

Consolidated balance sheet of Crédit Agricole CIB ......................................68

Crédit Agricole CIB (S.A.) condensed balance sheet.....................................70

Crédit Agricole CIB (S.A.) condensed income statement ...............................71

Five-year financial summary........................................................................72

Recent changes in share capital ................................................................73

Risks factors and Pillar III...........................................................................74

2012 FINANCIAL REPORT

Pursuant to EC regulation n°1606/2002, the annual consolidated financial statements were prepared in accordance with IAS/IFRS standardsand IFRIC interpretations used at 31 December 2012 as adopted by the European Union (the “carve-out” version) and using certain dispensa-tions of IAS 39 as regards macro-hedge accounting.The standards and interpretations are identical to those used and described in the Group financial statements at 31 December 2011.They were completed by IFRS norms measures adopted by the European Union on 31 December 2012, and which became mandatory for the firsttime in 2012. The enforcement of these new measures had no significant impact on the period’s results and net situation.

PRESENTATION OF THE CRÉDIT AGRICOLE CIB GROUP’SFINANCIAL STATEMENTS

CHANGES TO ACCOUNTING PRINCIPLES AND POLICIES

Changes in the scope of consolidation between 1 January 2012 and 31 December 2012 are described below:

ENTRIES IN 2012The following new created companies were added to the scope of consolidation:• Crédit Agricole Indosuez Private Banking,• Crédit Agricole Indosuez Gestion,• SCI La Baume.

DISPOSALS IN 2012The following companies went out of the scope of consolidation because:

their activity became not significant:• Immofi CACIB,• Cardinalimmo,• Aylesbury BV,• Crédit Agricole CIB UK IH,• Indosuez Finance LTD

of liquidation:• Crédit Agricole Private Banking Levante,• Crédit Agricole Private Banking Norte,• Aguadana SL.

of disposal:• Crédit Agricole Yatirim Bankasi Turk AS,• INCA Sarl,• LDF 65 (SPV),• Lyane BV,• PJSC Crédit Agricole CIB Ukraine.The following companies went out of the scope of consolidation because they were dissoluted without being liquidated and their holding was universally transmitted in 2012:• Banque de Financement et de Trésorerie,• SAFEC.

DECONSOLIDATED BRANCHES CURRENTLY CLOSING IN RE-LATION WITH THE ADJUSTMENT PLAN:• Crédit Agricole Manila Offshore,• Crédit Agricole CIB South Africa,• Credit Agricole CIB S.A Prague,• Credit Agricole CIB Hungarian,• Crédit Agricole CIB Shangai,• Credit Agricole Slovakia,• Credit Agricole CIB Labuan,• Credit Agricole Yemen.

CHANGES IN THE SCOPE OF CONSOLIDATION



2012

Net banking income 4,359 (856) 162 (477) 3,188 712 161 4,061 -1%

Operating expenses (2,536) (294) (2,830) (508) (1) (3,339) 7%

Gross operating income 1,823 (856) (132) (477) 358 204 160 722 -9%

Cost of risk (283) (25) (151) (459) (8) (467) -14%

Income from equity affiliates 164 164 164 22%

Gain/(losses) on other assets 37 2 39 5 44 x18,5

Goodwill (483) (483) (483) ns

Pre-tax income 1,741 (856) (155) (1,111) (381) 196 165 (20) -4%

Corporate Income tax (461) 309 54 226 128 (37) (68) 23 -13%

Net income from discontinued or held-for-sale operations (381) (381) (381) ns

Net income 1,280 (547) (101) (1,266) (634) 159 97 (378) 0%

Minority interests 17 (18) (1) 12 11 13%

Net income, Group Share 1,263 (547) (83) (1,266) (633) 147 97 (389) 0%

BUSINESS REVIEW AND CONSOLIDATED INCOME STATEMENT

66

CONDENSED CONSOLIDATED STATEMENT OF INCOMEThe information presented below for 2011 were established proforma taking into account the new organization of the bank

as of July 2012 (see page 11 of the shelf-registration document) and IFRS 5 treatment of CA Cheuvreux and CLSA.

In a still marked by the financial crisis environment, 2012 for CréditAgricole CIB is a strategic shift with the realization of the first effectsof the adjustment plan announced on 14 December 2011 and theeffective implementation of the model Distribution Originationfocused on distribution and service to the Group's major customers.Operating results are satisfactory, at a level comparable to 2011despite the effects of the adjustment plan, showing good resilienceand relevance of the new model.Significant non-recurring and non-economic changes have anegative impact on the results of -€1.8 billion and are mainlyrelated on the one hand to the consequences of the restructuringplan and on the other hand to the expansion of credit spread on therevaluation of own debt.

Excluding brokerage activities, market activities recorded a strongperformance in comparison with a difficult year 2011. The financing banking saw its revenues fall as a direct result ofliquidity constraints within the framework of the adjustment plan.

At constant exchange rates, operating costs begin to decline steadilyover the year but support the negative effects of fiscal and socialmeasures in the summer of 2012 (doubling of the systemic tax, taxincrease on wages) and certain other non recurring items.The cost of risk of strategic activities is steadily decreasingillustrating the quality of the portfolio and the strategy of cautiousrisk management of the Group.Crédit Agricole CIB registers thus a loss in 2012 of -€389 millionrelated to very significant non recurring items.

(1) Excluding the impact of the revaluation of debt issues, of loan hedges, the impacts of the adjustment plan, the IFRS 5 treatment of CA Cheuvreux and CL Securities Asia (CLSA), and thechanges in the value of goodwill.

(2) Financial Management: revaluation of debt issues and loan hedges.(3) Ongoing Activities restated for Financial Management.

(1) Excluding the impact of the revaluation of debt issues, of loan hedges, the impacts of the adjustment plan, the IFRS 5 treatment of CA Cheuvreux and CL Securities Asia (CLSA), and thechanges in the value of goodwill.

(2) Financial Management: revaluation of debt issues and loan hedges.(3) Ongoing Activities restated for Financial Management.

Change(3)

2012/ 2011CACIB

Otheractivities

PrivateBanking

Total CIB

Impacts of the

adjustmentplan

Discon-tinuing

operations

Financialmanage-ment(2)

OngoingActivitiesrestated (1)

€ million

2011

Net banking income 4,387 711 (100) (261) 4,737 572 5,309

Operating expenses (2,380) (381) (273) (3,034) (428) (3,462)

Gross operating income 2,007 711 (481) (534) 1,703 144 1,847

Cost of risk (330) (171) (4) (505) (2) (507)

Income from equity affiliates 134 134 134

Gain/(losses) on other assets 2 2 2

Goodwill (1) (294) (295) (295)

Pre-tax income 1,812 711 (652) (832) 1,039 142 1,181

Corporate Income tax (530) (250) 203 195 (382) (25) (2) (409)

Net income from discontinued or held-for-sale operations (92) (92) (92)

Net income 1,282 461 (449) (729) 565 117 (2) 680

Minority interests 15 (25) (10) 8 (2)

Net income, Group Share 1,267 461 (424) (729) 575 109 (2) 682

CACIBOther

activitiesPrivate Banking

Total CIB

Impacts of the

adjustment plan

Discontinuingoperations

Financialmanagement(2)

OngoingActivitiesrestated(1)

€ million


ASSETS

Cash due from central banks 37.5 21.9

Financial assets at fair value (excluding repos) 499.5 424.0

Derivative financial instruments held for hedging 1.8 1.6

Available-for-sale financial assets 30.1 14.3

Loans and receivables to credit institutions (excluding repos) 40.0 44.1

Loans and advances to customers (excluding repos) 108.0 118.3

Repos 124.1 123.4

Accruals, prepayments and sundry assets 57.4 74.6

Non-current assets held for sale 3.9

Investments in equity affiliates 1.4 1.3

Non-current assets 0.6 0.9

Goodwill 1.0 1.6

Total 905.3 826.0

CONSOLIDATED BALANCE SHEET OF CRÉDIT AGRICOLE CIB

31.12.201131.12.2012€ billion

LIABILITIES AND SHAREHOLDERS’ EQUITY

Due to Central banks 1.1 0.1

Financial liabilities at fair value (excluding repos) 518.4 430.7

Derivative financial instruments held for hedging 1.1 1.6

Due to credit institutions (excluding repos) 43.9 74.3

Customer accounts (excluding repos) 109.3 99.4

Repos 117.7 106.8

Debt securities in issue 31.1 25.0

Accruals, deferred income and sundry liabilities 56.1 62.4

Liabilities associated with non-current assets held for sale 3.6

Reserves 1.4 1.4

Subordinated debt 6.0 8.2

Minority interests 0.5 0.6

Shareholders' equity, Group share (excluding net income for the year) 15.5 14.8

Net income, Group Share (0.4) 0.7

Total 905.3 826.0

31.12.201131.12.2012€ billion

At 31 December 2012, Crédit Agricole CIB had total assets of €905 billion, a rise of €79 billion comparedto 31 December 2011. USD variation dragged total assets down by - €5 billion and JPY -€5 billion. The main changes were in the following items:

INTERBANK OPERATIONSCrédit Agricole CIB has access to all the major global liquidity cen-tres and is particularly active in the largest markets (Paris, New York,London, Hong Kong and Tokyo), allowing it to optimise assets allocation and interbank resources within the Group.

FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT AND LOSSFinancial assets and liabilities at fair value through profit and loss(excluding repos) rise respectively by €75 and €88 billion over theperiod. Financial assets consist mainly of the positive fair value ofderivative financial instruments and the portfolio of securities heldfor trading. Financial liabilities consist mainly of the negative fairvalue of derivatives, negotiable debt instruments held for tradingand securities sold short.The rise in these items arose mainly from the higher mark-to-marketvalue of derivatives (+€78 billion on assets and €81 billion on lia-bilities), mostly on interest-rate derivatives.

SECURITIES PURCHASED OR SOLD UNDER Repo activities are mainly in Paris, which accounted for 44% of securities purchased and 51% of securities sold under repo agreements. The increase in securities on the asset and liabilitiessides on 2012 mostly resulted from the increase in treasury tradingactivities of the Treasury department.

ACCRUALS, PREPAYMENTS, SUNDRY ASSETS AND LIABILITIESAccrued income and expenses and other assets and liabilities mainlycomprise deferred securities and guarantee deposits for market andbrokerage transactions. The respective decreases of €17 billion and€6 billion in assets and liabilities over the period can be explainedmainly by changes in accounting methods; actually the repurchaseagreements of the trading portfolio are now recognized off balancesheet between the transaction date and the settlement date; theywere before recognized in balance sheet, in counterparty of the accruals account, on the assets or liabilities side, depending on the way of the repurchase operations is recognized.

DEBT SECURITIES IN ISSUEApart from traditional refinancing via interbank borrowings, CréditAgricole CIB raises liquidity via issuing paper in the main financialmarkets (particularly in the USA via its US branch and its Crédit Agricole CIB Global Partners Inc. subsidiary, in the UK via its Londonbranch or in France).The increase of €6 billion of debt securities in issue is explained by the increase in CDS’ issuances mainly from U.S. entities explainedby an increased confidence towards French banks.

SHAREHOLDERS’ EQUITY GROUP SHAREShareholders’ equity Group share (excluding net income) for the period was €15.5 billion at year-end, a rise of €0.7 billion comparedwith 31 December 2011.

70 CRÉDIT AGRICOLE CIB2012 ACTIVITY REPORT 71

CRÉDIT AGRICOLE CIB (S.A.) CONDENSED BALANCE SHEET

CRÉDIT AGRICOLE CIB (S.A.) CONDENSED INCOME STATEMENT

Interbank and similar items 153.9 135.7

Customer items 149.2 136.5

Securities portfolio 32.0 40.2

Accruals, prepayments and sundry assets 527.8 437.7

Non-current assets 7.7 9.0

Total assets 870.6 759.1

Interbank and similar items 85.8 118.1

Customer accounts 162.7 127.4

Debt securities in issue 47.5 48.0

Accruals, prepayments and sundry liabilities 554.4 443.6

Impairment and subordinated debt 9.2 12.1

Fund for general banking risks 0.1 0.1

Shareholders’ equity (excl.FRBG) 10.9 9.8

Total liabilities and shareholders’ equity 870.6 759.1

31.12.2012 31.12.2011Assets€ billion

31.12.2012 31.12.2011Liabilities and shareholders’ Equity€ billion

At 31 December 2012, Crédit Agricole CIB’s total assets were €871 billion, an increase of €112 billion comparedto the 31 December 2011 figure.

INTERBANK TRANSACTIONSInterbank transaction assets rose by €18.2 billion (+ 13.4%) with mainly changes of +€14.5 billion of deposits to Central banks,+€22 billion on treasury bills and of -€18.7 billion on receivableswith financial institutions (of which -€11.8 billion in repurchaseagreements and -€9,5 billion in treasury investments with CréditAgricole S.A.).On the contrary, interbank liabilities fell by €32.3 billion of which achange of -€1 billion in repurchase agreements and -€32 billion onborrowings (including -€9 with the Bank of France and -€15 billionin cash raised with Crédit Agricole S.A.).

CUSTOMER TRANSACTIONSAssets rose by €12.7 billion (+9.3%), and liabilities increased by€35.3 billion (+27.7%).The rise in assets from customer transactions has mainly come fromrepurchase transactions with a rise of +€24.5 billion and from thedecrease of customer accounts and loans for -€12.6 billion.As regards liabilities, repurchase agreements are also increasing by +€20 billion as well as customer accounts and borrowings by+€16.8 billion.

SECURITIES TRANSACTIONS AND DEBT SECURITIES IN ISSUESecurity transactions and debt securities are down respectively by €8.2 billion (- 20.3 %) and €0.5 billion (-1.1%).The fall in assets is mainly due to a decrease of the bonds held in trading portfolio of €3.4 billion, and by a sharp decrease of the equity trading portfolio by €4.8 billion.

ACCRUALS, PREPAYMENTS, SUNDRY ASSETS AND LIABILITIESAccruals mainly registered derivatives financial instruments at fairvalue. These amounts are reported in financial assets and liabilitiesmeasured at fair value in the consolidated financial statements.Accruals and prepayments respectively rise by €90.1 billion in assets (+20.5%) and €110.8 billion in liabilities (+25%), mainly on interest rates swaps.Other assets and other liabilities mostly include premiums on conditional derivative financial instruments, miscellaneous debtors and creditors and trading securities’ sales and purchases transactions awaiting settlement.

CRÉDIT AGRICOLE CIB S.A. SUPPLIER PAYMENT TIMES Crédit Agricole CIB pays its suppliers within 27 days (median payment time).Crédit Agricole CIB has outstanding payables of €10.9 million at 31 December 2012 compared with €14 million at 31 December 2011.

In a still difficult environment marked by the financial crisis, opera-ting results are comparable to 2011. Net banking income for the year2012 of Crédit Agricole CIB (S.A.) amounts to +€3.5 billion, stablecompared to 31 December 2011.The year 2012 saw the realization of the first effects of the adjust-ment plan announced on 14 December 2011 and the implementationof its business model "Distribution-Origination", centered on the dis-tribution and service to the Group's major customers.In a difficult market environment, Structured finance registers de-creasing revenues but nevertheless manages to maintain competi-tive positions while the Capital market banking saw its revenuesincrease. The negative contribution of discontinuing activities is stilldecreasing compared with 2011.General operating expenses are decreasing by €180 million (- 7.3%).Given these elements, gross operating income amounts to +€1.2billion in 2012.

The cost of risk amounts to -€0.2 billion in 2012 (compared with -0.5 billion in 2011). The cost of risk of ongoing activities issteadily decreasing reflecting the quality of the portfolio and thestrategy of prudent risk management of Crédit Agricole CIB.The item “corporate income tax” is positive in 2012 at +€0.6 billiondue to the purchase by Crédit Agricole S.A. of previous carry forwardtax deficits according to the tax consolidation group (impact of +€1billion versus €0.8 billion in 2011).Crédit Agricole CIB is part of the Crédit Agricole S.A. tax consolidationgroup. The tax consolidation agreement between Crédit Agricole S.A.and Crédit Agricole CIB enables Crédit Agricole CIB to sell its tax deficits.Crédit Agricole CIB (SA) generated a net income +€1,129 billion in2012 compared with +€696 million in 2011. Crédit Agricole CIBFrance accounted for +€639 million of this profit, while its branchesaccounted for +€490 million.

Net banking income 3,477 3,470

Operating expenses (2,276) (2,456)

Gross operating income 1,201 1,014

Cost of risk (198) (486)

Net operating income 1,003 528

Net gain/(loss) on disposal of non-current assets (510) (531)

Pre-tax income 493 (3)

Corporate Income tax 636 703

Net income/(loss) 1,129 696

20112012€ million


FIVE-YEAR FINANCIAL SUMMARY

NATURE DES INDICATIONSNATURE DES INDICATIONSNATURE DES INDICATIONSItems 2008 2009 2010 2011 2012

Share capital at year-end (€) 3,714,724,584 6,055,504,839 6,055,504,839 6,775,271,784 7,254,575,271

Number of shares issued 137,582,392 224,277,957 224,277,957 250,935,992 268,687,973

Total result of realized transaction (in € million)

Gross revenue (excl. Tax) 13,311 10,030 7,306 8,780 8,232

Profit before tax, depreciation, amortization and reserves (2,936) 1,519 111 921 637

Corporate income tax 135 (28) (1,179) (703) (640)

Profit after tax, depreciation, amortization and reserves (4,154) 720 1,388 697 1,129

Amounts of dividends paid 955 647

Earning per share (€)

Profit after tax but before depreciation, amortization and reserves (1)(22.32) (2)6.90 (3)5.75 (4) 6.47 (5)4.76

Profit after tax, depreciation, amortization and reserves (1)(30.19) (2)3.21 (3)6.19 (4) 2.78 (5)4.20

Dividend per share 0.00 0.00 4.26 2.58 0.00

Staff

Number of employees (6)7,695 (6)7,415 (6)7,455 (6)7,633 (6)6,964

Wages and salaries paid during the financial year (in € million) 855 827 888 941 953

Employee benefits and social contributions (in € million) 339 295 304 334 300

Payroll taxes (in € million) 34 33 33 30 39

The calculation of gross revenue has been made consistent with the standards practiced by the Crédit Agricole S.A. Group.1) Calculation based on number of shares issue excluding treasury stock at end-2008, i.e. 137,582,392.

(2) Calculation based on number of shares issue excluding treasury stock at end-2009, i.e. 224,277,957

(3) Calculation based on number of shares issue excluding treasury stock at end-2010, i.e. 224,277,957

(4) Calculation based on number of shares issue excluding treasury stock at end-2011, i.e. 250,935,992.

(5) Calculation based on number of shares issue excluding treasury stock at end-2012, i.e.268,687,973.

(6) Average headcount.

RECENT CHANGES IN SHARE CAPITAL

Share capital at 31 December 2008 3,714,724,584 137,582,392

28.01.2009

Capital increase (share issuance) 2,340,780,255 86,695,565

26.08.2009

Capital increase (issuance premiums and increase in the par value of existing shares) 2,357,161,328

Capital decrease (appropriation of 2008 retained earnings and decrease of the par value of existing shares) -2,357,161,328



21.06.2011

Capital increase (dividend paid in shares) 719,766,945 26,658,035


21.06.2012

Capital increase (dividend paid in shares) 479,303,487 17,751,981


Number of sharesAmount of share capital (€)Date and type of transaction

The table below shows changes in Crédit Agricole CIB’s share capital over the last five years.

AUTHORISATIONS TO EFFECT CAPITAL INCREASESInformation required by article L.225-100 of the Code de commerce:

Crédit Agricole CIB has no authorization validated, granted by the Shareholders’ meeting to the Board of Directors, to proceed to capital increases.

CRÉDIT AGRICOLE CIBRAPPORT D’ACTIVITÉ 2012 75

RISKS FACTORS AND PILLAR III

74

RATIOS AT 31 DECEMBER 2012The table below sets out the CRD solvency ratio and details the risks faced by the Crédit Agricole CIB Group measured on a credit-risk equivalent basis(after counterparty weighting), along with the level of regulatory capital, calculated in accordance with the regulation.

Tier I capital [A] 17.9 18.5

Capital and reserves, Group share 14.3 14.9

Minority interests 0.1 0.1

Capital included in core capital with the agreement of French Prudential Supervisory Authority 0.0 0.0

Hybrid securities 5.1 5.2

Deductions of intangible assets (1.2) (1.8)

Other deductions (0.4)

Tier II capital [B] 1.2 3.3

Tier III capital 0.0 0.0

Deductions from Tier I capital and Tier II capital (2.4) (3.7)

Deductions from Tier I capital [C] (1.2) (1.8)

Deductions from Tier II capital [D] (1.2) (1.8)

Deductions of Insurance companies equity 0.0 0.0

Total available capital 16.7 18.1

Tier 1 [A - C] 16.7 16.6

Including Core Tier 1 13.3 13.3

Tier 2 [B - D] 0.0 1.5

Tier 3 0.0 0.0

Credit risks 87.1 100.6

Market risks 10.9 31.0

Operational risks 13.9 13.3

Total risk-weighted asset pre-floor 111.9 144.8

Total Basel I risks 165.1 185.3

Core Tier One ratio 11.9% 9.2%

Tier 1 Ratio 14.9% 11.5%

Overall solvency ratio 14.9% 12.5%

31.12.201131.12.2012€ billion

At 31 December 2012, the Credit Agricole CIB Group’s Basel II overall solvency ratio is 14.9%, including 11.9% for the Core Tier 1 ratio.

Changes in the various components of this ratio are analysed below:

Tier I capital stands for €16.7 billion at 31 December 2012. The €0.1 billion increase in 2012 was due to several factors:

• 2012 net income (- €0.6 billion);

• the decrease of deduction related to intangible assets and goodwill(+ €0.6 billion);

• the rise in other deductions that are linked to the return risk on the correlation book (- €0.4 billion);

• the reduction of deduction on Tier 1: +€0.6 billion;

• the currency effect: -€0.2 billion.

The supplementary capital decreased by €1.5 billion because of the reduction of deductions affecting both Tier 1 and Tier 2 (+€0,6 billion)and also due to the repayment of a subordinated emission combined witha prudential depreciation on securities in capital Tier 2 (-€2,1 billion).

Basel II risk-weighted assets totaled €111.9 billion at 31 December2012, a 23% decrease relative to the €144.8 billion figure at end-2011.

The €32.9 billion (€32 billion excluding currency effect) decrease brokedown as follows:

• credit risks declined by €13.5 billion over the period (a decrease of€13 billion excluding the currency effect): financing activities suffer asignificant decrease, as market counterparty risks, due to the actionsfollowing the expected implementation of CRD IV;

• market risks dwindled by €20.1 billion in equivalent risk-weighted assets due to the market risks transfer from the correlation book to the Blue Mountain Alpine funds (Marylebone operation);

• operational risk amounted to €13.9 billion, a rise of €0.6 billion compared with late 2011;

Crédit Agricole CIB would like to thank its clients in particular for their participation in this activity report

Marguerite Fund, European Financial Stability Fund, Petroleos Mexicanos, Bonduelle Group, Xuzhou Construction Machinery Group, Willis Lease Finance Corporation, Alstom, Air Liquide Group, African Development Bank, Icade, Inpex, Total.

Photos credits: front cover & inside front cover: Thierry Borredon / Signatures; p.2: Thierry Borredon / Signatures; p.4-5: Michel Labelle / Signatures;p.7: Fico; p.8-9-10-11: Thierry Borredon / Signatures; p.12: Chris Sattiberger / Getty Images, Eurasia / Getty Images,

Bernardo Ramirez, Servane Le Naour, Dinno Sante , AFDB; p.13: Kathryn Russell Studios / Getty Images, XCMG, Monty Rakusen / Getty Images,Fernando Urquijo, Monty Rakusen / Getty Images; p.14-15: Chris Sattiberger / Getty Images, Michel Labelle / Signatures; p.16-17: Eurasia /

Getty Images, FESF, Fico; p.19: Thierry Borredon / Signatures; p.22-23: Bernardo Ramirez, Ulises Garcia; p.24: Thomas Padilla; p.26-27: Kathryn Russell Studios / Getty Images, Barbara Grossmann, Crédit Agricole CIB, Studio 10; p.28-29: Thierry Borredon / Signatures;

p.30-31: XCMG, Crédit Agricole CIB; p.32-33: Thierry Borredon / Signatures, p.34-35: Monty Rakusen / Getty Images, Gary Ferber, Arnold Adler; p.36-37: Servane Le Naour, Eric Lamperti, Michel Labelle / Signatures; p.38-39-40-41: Thierry Borredon / Signatures; p.42-43: Dinno Sante,

Stéphane Rémaël / LaCompany, Fico; p.44-45: Thierry Borredon / Signatures; p.46-47: AFDB, Ons Abid / Agence Rea, Crédit Agricole CIB; p.48-49: Fernando Urquijo, Julien Millet, Michel Labelle / Signatures; p.50-51-52-53: Thierry Borredon / Signatures; p.54-55: Monty Rakusen /

Getty Images, Crédit Agricole CIB, all rights reserved; p.56-57-58-59: Michel Labelle / Signatures; p.60: Thierry Borredon / Signatures; all rights reserved.

Design, writing, edition & production: éconéo

This activity report has been printed in accordance with the Imprim'Vert label and the ISO 14001 standard for environmental management systems.The paper used in this report is Forest Stewardship Council certified.

9 quai du Président Paul Doumer92920 Paris La Défense Cedex France+33 (0)1 41 89 00 00

www.ca-cib.com

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