Information contained in this slide and the accompanying Preliminary Pricing Supplement is subject to completion and amendment. No registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities are being offered pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as. This slide and the accompanying Preliminary Pricing Supplement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. WORST PERFORMING REFERENCE INDEX This slide is not for distribution in isolation and must be viewed in conjunction with the accompanying Pricing Supplement, Product Supplement(s), Offering Memorandum and any associated documentation, which fully describe the terms, risks and conditions of the Notes described herein. CALLABLE DAILY RANGE ACCRUAL WORST-OF YIELD NON-PRINCIPAL PROTECTED NOTES LINKED TO THE S&P 500 INDEX AND THE RUSSELL 2000 INDEX SOCIÉTÉ GÉNÉRALE TERMS & PAYOFF MECHANISM REFERENCE INDICES (1) Russell 2000 Index <BBG: RTY>; S&P 500 Index <BBG: SPX> DOWNSIDE LIMIT For each Reference Index, 50% of the Initial Index Level COUPON RATE For quarters 1 to 20, 1.75% (7.00% per annum). For quarters 21 to 60, variable up to the Maximum Coupon Rate MAXIMUM COUPON RATE 1.75% per quarter (7.00% per annum) MAXIMUM LOSS 100% INITIAL INDEX LEVEL Closing Level of each Reference Index on the Pricing Date FINAL INDEX LEVEL Closing Level of each Reference Index on the Valuation Date INDEX PERFORMANCE (Final Index Level Initial Index Level) / Initial Index Level ISSUER CALL OPTION Quarterly starting on February 28, 2022 FIXED COUPON RATE CUTOFF DATE February 28, 2022 TERM Approximately 15 years SETTLEMENT TYPE Cash Coupon Payment (subject to Early Redemption) CUSIP: 83369ESQ4 On every Coupon Payment Date for Coupon Periods from 1 to 20, you will receive: approximately $17.50 per Note On every Coupon Payment Date for Coupon Periods from 21 to 60, you will receive: approximately $17.50 * n / N per Note, where: o n represents the number of Scheduled Trading Days within the Coupon Period on which the Closing Level of each Reference Index for such day is at or above its respective Downside Limit o N represents the number of Scheduled Trading Days within the Coupon Period Redemption Amount at maturity per Note (subject to Early Redemption) If the Final Index Level of each Reference Index is greater than its Downside Limit, you will receive: $1,000 If the Final Index Level of any Reference Index is less than its Downside Limit, you will receive: $1,000 x [100% + Index Performance of the Worst Performing Reference Index]. In this case, you will lose some or all of your invested principal. Issuer s call option (beginning on February 28, 2022). If the Notes are redeemed early by us, for each Note, the investor will receive on the Early Redemption Date 100% of the Notional Amount per Note plus any final accrued and unpaid Coupon Payment. 1) Please refer to the accompanying Pricing Supplement for detailed description of level source references HYPOTHETICAL REDEMPTION AMOUNT AT MATURITY (3) Russell 2000 Index Performance S&P 500 Index Performance Worst Performing Reference Index Redemption Amount at Maturity (Per Note) (3) 20.00% -40.00% -40.00% $1,000.00-10.00% -20.00% -20.00% $1,000.00-20.00% -40.00% -40.00% $1,000.00-40.00% -49.99% -49.99% $1,000.00-50.00% -30.00% -50.00% $1,000.00-50.00% -60.00% -60.00% $400.00-80.00% -60.00% -80.00% $200.00-90.00% -80.00% -90.00% $100.00-100.00% -85.00% -100.00% $0.00 3) This column reflects only the Redemption Amount received in respect of the payment on the Maturity Date. CERTAIN INVESTOR SUITABILITY / RISK CONSIDERATIONS Investing in the Notes involves significant risks. 100% principal at risk; you may lose all or a substantial portion of your investment. Your maximum potential return on the Notes is limited to the total Coupon Payments, if any, payable over the term of the Notes, regardless of the appreciation of the Reference Indices, which may be significant. You will not participate in any appreciation (which may be significant) of the Reference Indices. You will be exposed to the risk of the Reference Indices declining in value. You should be willing to hold the Notes to maturity or Early Redemption, as applicable, and accept that there may be little or no secondary market for the Notes. Following the Fixed Coupon Rate Cutoff Date, the Coupon Payments on the Notes are variable and unpredictable and may be zero; you could receive a low or no Coupon Payment on one or more Coupon Payment Dates The Notes may be called early at our discretion, which limits your ability to earn potential coupon or interest payments over the full term of the Notes, and you will be subject to reinvestment risk. You assume the credit risk of the Issuer and Guarantor for all payments under the Notes. Additional risk factors in respect to the Notes offering can be found in section Risk Factors of the accompanying Pricing Supplement. PAYOFF ILLUSTRATION (2) 0% You receive: Coupon Payment of approximately $17.50 You receive: $1,000 + $17.50 x 63 / 63 = $1,017.50 You receive: $420 + $17.50 x 17 / 63 = $424.72 HYPOTHETICAL MECHANISM Fixed Coupon Payment Date 1 You receive: $1,000 + $17.50 x 33 / 63 = $1,009.17 2) This payoff illustration assumes a coupon of 1.75% Floating Coupon Payment Date n - 1 17 Days 63 Days 30 Days 16 Days -50% -58% Maturity Date Please refer to the accompanying Preliminary Pricing Supplement, Product Supplement(s), Offering Memorandum, and associated documentation for further details on risks, liquidity, prospective returns, tax considerations, and other matters of interest. This slide must not be looked at in isolation, and a decision in respect to an investment into the securities must be taken in conjunction with all available documentation in reference to this security offering. Capitalized terms used in this slide, but not defined herein, shall have the meaning ascribed to them in the accompanying Preliminary Pricing Supplement, Product Supplement(s), or Offering Memorandum.
Information contained in this preliminary Pricing Supplement is subject to completion and amendment. No registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities are being offered pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. This preliminary Pricing Supplement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Preliminary Pricing Supplement (To the Offering Memorandum dated March 23, 2016 and the Product Supplement dated March 23, 2016) SOCIÉTÉ GÉNÉRALE $[ ] CALLABLE DAILY RANGE ACCRUAL WORST-OF YIELD NON-PRINCIPAL PROTECTED NOTES LINKED TO THE S&P 500 INDEX AND THE RUSSELL 2000 INDEX SERIES 2017-50 DUE FEBRUARY 26, 2032 PRELIMINARY PRICING SUPPLEMENT Payment of all amounts due and payable under the Notes is irrevocably and unconditionally guaranteed pursuant to a Guarantee issued by Société Générale, New York Branch We, Société Générale, a société anonyme incorporated in the Republic of France (the Issuer ), are offering, pursuant to the offering memorandum dated March 23, 2016 (the Offering Memorandum ), the Product Supplement for Index-Linked Notes dated March 23, 2016 (the Product Supplement ) and this preliminary pricing supplement (the Pricing Supplement ), the Callable Daily Range Accrual Worst-Of Yield Non-Principal Protected Notes linked to the S&P 500 Index and the Russell 2000 Index (each, a Note and together, the Notes ) specified herein. If the terms described herein are different or inconsistent with those described in the accompanying Product Supplement or the Offering Memorandum, the terms described herein shall control. Beginning on the first Coupon Payment Date, up to and including the Fixed Coupon Rate Cutoff Date, the Notes pay interest at a rate of 1.75% per quarter (equivalent to 7.00% per annum). Following the Fixed Coupon Rate Cutoff Date, the Notes pay interest at the Variable Rate per annum described below, subject to the Maximum Coupon Rate of 1.75% per quarter and the Minimum Coupon Rate of 0.00% per annum. Unlike ordinary debt securities, the Notes do not guarantee any interest or coupon payment on any Coupon Payment Date following the Fixed Coupon Rate Cutoff Date. YOU MAY RECEIVE A LOW OR NO COUPON PAYMENT ON ONE OR MORE COUPON PAYMENT DATES. THE NOTES ARE UNSECURED DEBT OBLIGATIONS ISSUED BY US AND ARE NOT LISTED ON ANY EXCHANGE. UNLIKE ORDINARY DEBT SECURITIES, THE NOTES DO NOT GUARANTEE THE RETURN OF ANY PORTION OF THE NOTIONAL AMOUNT TO INVESTORS ON THE MATURITY DATE. AN INVESTMENT IN THE NOTES WILL EXPOSE YOU TO THE RISK OF ONE OF THE REFERENCE INDICES SPECIFIED HEREIN (EACH A REFERENCE INDEX ) DECLINING IN VALUE AND MAY RESULT IN A LOSS OF UP TO 100% OF YOUR PRINCIPAL INVESTMENT. SUBJECT TO EARLY REDEMPTION, THE COUPON PAYMENT ON EACH COUPON PAYMENT DATE FOLLOWING THE FIXED COUPON RATE CUTOFF DATE WILL VARY BASED ON WHETHER THE CLOSING LEVEL OF EACH REFERENCE INDEX IS GREATER THAN OR EQUAL TO ITS COUPON LIMIT ON EACH SCHEDULED TRADING DAY DURING THE COUPON PERIOD, AS DESCRIBED UNDER ACCRUAL CONDITION BELOW. IF THE ACCRUAL CONDITION DESCRIBED BELOW IS NOT SATISFIED ON ONE OR MORE SCHEDULED TRADING DAYS DURING ANY COUPON PERIOD, THE VARIABLE RATE AND, THEREFORE, THE COUPON PAYMENT FOR SUCH COUPON PERIOD WILL BE REDUCED (AND COULD BE REDUCED TO ZERO). YOU MAY NOT RECEIVE ANY COUPON PAYMENT ON ONE OR MORE COUPON PAYMENT DATES. BY SUBSCRIBING TO OR OTHERWISE ACQUIRING THE NOTES, YOU WILL BE BOUND BY AND DEEMED IRREVOCABLY TO CONSENT TO ANY APPLICATION OF THE BAIL-IN TOOL OR ANY OTHER RESOLUTION MEASURE BY THE RESOLUTION AUTHORITY, WHICH MAY RESULT IN THE CONVERSION TO EQUITY, WRITE-DOWN OR CANCELLATION OF ALL OR A PORTION OF THE NOTES OR THE GUARANTEE, OR VARIATION OF THE TERMS AND CONDITIONS OF THE NOTES OR THE GUARANTEE, IF THE ISSUER OR THE GUARANTOR IS DETERMINED TO MEET THE CONDITIONS FOR RESOLUTION. IF THE RESOLUTION AUTHORITY APPLIES THE BAIL-IN TOOL OR ANY OTHER RESOLUTION MEASURE TO US, YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IN THE NOTES. PLEASE SEE THE ACCOMPANYING OFFERING MEMORANDUM FOR PROVISIONS RELATED TO BAIL-IN TOOL AND OTHER RESOLUTION MEASURES APPLICABLE TO US. THE NOTES MAY BE REDEEMED EARLY PRIOR TO MATURITY, AS DESCRIBED HEREIN. IF THE NOTES ARE REDEEMED EARLY, YOU WILL BE SUBJECT TO REINVESTMENT RISK ALL PAYMENTS ON THE NOTES ARE SUBJECT TO THE CREDITWORTHINESS (ABILITY TO PAY) OF THE ISSUER AND SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, AS THE GUARANTOR. YOU FACE THE RISK OF NOT RECEIVING ANY PAYMENT ON YOUR INVESTMENT IF WE OR THE GUARANTOR FILE FOR BANKRUPTCY OR ARE OTHERWISE UNABLE TO PAY OUR OR ITS DEBT OBLIGATIONS. THE NOTES INVOLVE RISKS NOT ASSOCIATED WITH AN INVESTMENT IN ORDINARY DEBT SECURITIES. SEE RISK FACTORS BEGINNING ON PAGE 10 OF THIS PRICING SUPPLEMENT, ON PAGE 2 OF THE PRODUCT SUPPLEMENT, AND ON PAGE 8 OF THE OFFERING MEMORANDUM. Payment on the Maturity Date: Subject to the credit risk of the Issuer and Guarantor and Early Redemption, on the Maturity Date, in addition to any final accrued and unpaid Coupon Payment payable on the Maturity Date, for each $1,000 Notional Amount of Notes that you hold, you will receive the Redemption Amount, which will equal: $1,000, if the Final Index Level of each Reference Index is greater than or equal to its respective Downside Limit, which means that in this case you will receive the principal amount of your Notes at maturity; or $1,000 reduced by the product of (i) $1,000 and (ii) the absolute value of the Index Performance of the Worst Performing Reference Index, if the Final Index Level of either one of the Reference Indices is less than its Downside Limit (i.e., if the Final Index i
Level of a Reference Index depreciates against the Initial Index Level for such Reference Index by more than 50.00%). In this event the Redemption Amount will be less than $500.00 and you will lose more than 50.00% and could lose all of your invested principal in the Notes. If the Final Index Level of either of the Reference Indices is less than its Downside Limit (i.e., if such Reference Index has depreciated from its Initial Index Level by more than 50.00% over the term of the Notes), you will lose 1.00% of the Notional Amount of your Notes for every 1.00% decline of the Reference Index against its Initial Index Level. Therefore, you could lose up to 100% of your invested principal in the Notes. Specific Terms relating to the Payment on the Maturity Date: Index Performance: With respect to each Reference Index, (i) the Final Index Level minus the Initial Index Level divided by (ii) the Initial Index Level, expressed as a percentage, as determined by the Calculation Agent Initial Index Level: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which reflects the Closing Level of the respective Reference Index on the Pricing Date, as determined by the Calculation Agent Final Index Level: With respect to each Reference Index, its respective Closing Level on the Valuation Date, as determined by the Calculation Agent Downside Limit: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which is equal to 50.00% of the respective Initial Index Level of the Reference Indices Worst Performing Reference Index: The Reference Index that has the lowest Index Performance. Early Redemption Commencing on the Fixed Coupon Rate Cutoff Date (which is also the twentieth Coupon Payment Date), we will have the right, upon notice to the Trustee on the immediately preceding Review Date, to redeem the Notes in whole, but not in part, on any Coupon Payment Date (excluding the Maturity Date) at an amount equal to 100% of the Notional Amount of the Notes that you hold plus any final accrued and unpaid Coupon Payment payable on the date of such Early Redemption. If we exercise our Early Redemption option, the Coupon Payment Date on which we exercise such option will be referred to as the Early Redemption Date. Coupon Payments: On each Coupon Payment Date during the period commencing on, and including, the first Coupon Payment Date to, and including, the Fixed Coupon Rate Cutoff Date (which is also the twentieth Coupon Payment Date), for each $1,000 Notional Amount of Notes that you hold, you will receive a Coupon Payment equal to the product of (i) $1,000 and (ii) the Fixed Coupon Rate; and On each Coupon Payment Date during the period commencing on, but excluding, the Fixed Coupon Rate Cutoff Date (which is also the twentieth Coupon Payment Date) to, and including, the final Coupon Payment Date (being the Early Redemption Date or the Maturity Date, as applicable), for each $1,000 Notional Amount of Notes that you hold, you will receive a Coupon Payment equal to the product of (i) $1,000 and (ii) the Variable Rate for the corresponding Coupon Period. THE VARIABLE RATE WILL NOT EXCEED 1.75% PER QUARTER (EQUIVALENT TO 7.00% PER ANNUM), AND MAY BE AS LOW AS 0.00% FOR ONE OR MORE COUPON PERIODS. WITH RESPECT TO A COUPON PERIOD, INTEREST WILL ACCRUE AT 1.75% PER QUARTER FOR EACH SCHEDULED TRADING DAY ON WHICH THE ACCRUAL CONDITION IS MET DURING SUCH COUPON PERIOD. INTEREST WILL ACCRUE AT 0.00% FOR EACH SCHEDULED TRADING DAY ON WHICH THE ACCRUAL CONDITION IS NOT MET DURING SUCH COUPON PERIOD. IF THE ACCRUAL CONDITION IS NOT MET ON ANY SCHEDULED TRADING DAY DURING A COUPON PERIOD, YOU WILL NOT RECEIVE ANY COUPON FOR SUCH COUPON PERIOD. Any payment required to be made on any day that is not a Business Day will be made on the immediately following Business Day. No adjustment to the calculated Coupon Payment will be made in the event a Coupon Payment Date is not a Business Day. Variable Rate: The Variable Rate for each Coupon Period will be the rate computed based on the following formula: where, Base Rate x (Variable Days/Actual Days) Base rate means an interest rate of 1.75% per quarter (equivalent to an interest rate of 7.00% per annum); Variable Days means, with respect to each Coupon Period, the actual number of Scheduled Trading Days during such Coupon Period on which the Accrual Condition is satisfied; and Actual Days means, with respect to each Coupon Period, the actual number of Scheduled Trading Days in such Coupon Period. Accrual Condition: With respect to a Scheduled Trading Day in any Coupon Period, the Accrual Condition will be satisfied on such Scheduled Trading Day if the Closing Level (as defined in the Product Supplement) of each Reference Index on such Scheduled Trading Day is greater than or equal to its respective Coupon Limit. If on any Scheduled Trading Day, the Closing Level of either of the Reference Indices on such Scheduled Trading Day is less than its respective Coupon Limit, then the Accrual Condition will not be satisfied for such Scheduled Trading Day and you will accrue interest at a rate of 0.00% for that day. Specific Terms relating to the Coupon: Coupon Payment Date: Subject to Early Redemption and the Business Day Convention, the third Business Day following each Review Date, beginning on May 26, 2017 and ending on the Maturity Date or the Early Redemption Date, as applicable. Review Dates: Subject to Early Redemption, the 23 rd calendar day of each February, May, August and November, beginning on May 23, 2017 and ending on the Valuation Date. Fixed Coupon Rate Cutoff Date: The twentieth Coupon Payment Date, which is February 28, 2022. Reference Indices: (i) S&P 500 Index (Bloomberg ticker: SPX) and (ii) Russell 2000 Index (Bloomberg ticker: RTY), each a Reference Index and collectively, the Reference Indices Fixed Coupon Rate: 1.75% per quarter (equivalent to 7.00% per annum) ii
Coupon Limit: (i) with respect to the S&P 500 Index, [ ] and (ii) with respect to the Russell 2000 Index, [ ], each of which is equal to 50.00% of the respective Initial Index Level of the Reference Indices Index Sponsor: (i) with respect to the S&P 500 Index, S&P Dow Jones Indices LLC, and (ii) with respect to the Russell 2000 Index, Russell Investments Maximum Coupon Rate: 1.75% per quarter (equivalent to 7.00% per annum) Minimum Coupon Rate: 0.00% per annum Business Day Convention: Following. No adjustment to the calculated Coupon Payment will be made in the event a Coupon Payment Date is not a Business Day. Other Specific Terms of the Notes: CUSIP: 83369ESQ4 ISIN: US83369ESQ43 Calculation Agent: Société Générale Placement Agent: SG Americas Securities, LLC Aggregate Notional Amount: $[ ] Notional Amount per Note: $1,000 Minimum Investment Amount/Minimum Holding: For each account, $10,000 Notional Amount of Notes (10 Notes). No person may, at any time, purchase or transfer Notes in an amount less than $10,000. Coupon Period: With respect to each Coupon Payment Date, each period from, but excluding, the preceding scheduled Review Date to, and including, such scheduled Review Date, except that (a) the first Coupon Period will commence on, but exclude, the Pricing Date and (b) the final Coupon Period will end on, and include, the Valuation Date or the Review Date immediately preceding the Early Redemption Date, as the case may be. Business Day: Any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in New York City, USA are authorized or required by law, regulation or executive order to close. Issue Price: $1,000 per $1,000 Notional Amount of Notes Pricing Date: February 23, 2017 Issue Date: February 28, 2017 Valuation Date: February 23, 2032 Maturity Date: February 26, 2032 iii
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT, BUT NOT DEFINED HEREIN, SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE PRODUCT SUPPLEMENT OR THE OFFERING MEMORANDUM. Price to Public(1) Distributor s Discount (2) Proceeds to Us Per Note $1,000.00 up to $[ ] no less than $[ ] Total $[ ] up to $[ ] no less than $[ ] (1) The price to the public includes our structuring and development costs as well as the expected cost and profit of hedging our obligations under the Notes. Also see Risk Factors Certain built-in costs are likely to adversely affect the value of the Notes prior to maturity; secondary market prices of the Notes will likely be lower than the original issue price of the Notes and vary from the estimated value of the Notes; estimated value of the Notes retains certain anticipated risk provisions herein and Risk Factors The inclusion of commissions and projected profit from hedging in the original price is likely to adversely affect secondary market prices in the accompanying Product Supplement. (2) Please see Supplemental Plan of Distribution (Conflict of Interest) in this Pricing Supplement as well as Supplemental Plan of Distribution in the accompanying Product Supplement for information about fees and commissions. Each Distributor or any dealer selling a Note to an account with respect to which it receives a management fee will forego any commission on such sale, and this may result in holders of such accounts being entitled to purchase the Notes at a price lower than $1,000 per Note, but not less than $[ ] per Note. The marketing period for the Notes will be February 1, 2017 to February 23, 2017, subject to earlier closure at the discretion of the Issuer. We currently estimate that the value of each $1,000 Notional Amount of the Notes on the Pricing Date will be between $921.00 and $971.00, as determined by reference to our proprietary pricing models and the discount rate at which we are currently willing to borrow funds through the issuance of the Notes, which may account for the higher costs associated with structuring and offering the Notes and our liquidity needs (our internal funding rate ). This range of estimated values reflects terms that are not yet fixed. A single estimated value reflecting final terms will be determined on the Pricing Date. The estimated value of the Notes, when the actual terms of the Notes are set, will be less than the public offering price you pay to purchase the Notes. The estimated value of the Notes is not an indication of actual profit to us or any of our affiliates, nor is it an indication of the price, if any, at which we, the Placement Agent or any other person may be willing to buy the Notes from you at any time after issuance. See Estimated Value and Secondary Market Prices of the Notes in this Pricing Supplement for additional information. The actual value of your Notes at any time will reflect many factors and cannot be predicted with accuracy. THE NOTES AND THE GUARANTEE BY SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE NOTES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 3(a)(2) OF THE SECURITIES ACT. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE SEC ) NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE NOTES OR THE GUARANTEE OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PRODUCT SUPPLEMENTS AND OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Notes are not, and will not be, rated by any nationally recognized statistical rating organization. The Notes are securities in the same series as and have equal rights and obligations as investment-grade rated notes and certificates issued by us under the Program (as defined on the cover page of the accompanying Offering Memorandum). Société Générale is rated A by Standard & Poor s, A2 by Moody s and A by Fitch Rating. The ratings listed above have been assigned to Société Générale and reflect the rating agencies view of the likelihood that we will honor our long-term unsecured debt obligations and do not address the price at which the Notes may be resold prior to maturity or Early Redemption, which may be substantially less than the Issue Price of the Notes. The Issuer s rating assigned by each rating agency reflects only the view of that rating agency, is not a recommendation to buy, sell or hold the Notes and is subject to revision or withdrawal at any time by that rating agency in its sole discretion. Each rating should be evaluated independently of any other rating. Neither the Placement Agent nor our distributors are obligated to purchase the Notes but have agreed to use reasonable efforts to solicit offers to purchase the Notes. To the extent the full aggregate Notional Amount of the Notes being offered by this Pricing Supplement is not purchased by investors in the offering, the Placement Agent or one or more of our affiliates may agree to purchase a part or all of the unsold portion, which may constitute a substantial portion of the total aggregate Notional Amount of the Notes, and to hold such Notes for investment purposes. See Risk Factors - The Notes will not be listed on any securities exchange or any inter-dealer quotation system; there may be no secondary market for the Notes; potential illiquidity of the secondary market; holding of the Notes by the Placement Agent or our or its affiliates and future sales in this Pricing Supplement. This Pricing Supplement, the Product Supplements and Offering Memorandum may be used by our affiliates in connection with offers and sales of the Notes in market-making transactions. The Issuer reserves the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. The Notes are expected to be delivered through the facilities of The Depository Trust Company on or about the Issue Date. The date of this Pricing Supplement is February 1, 2017. iv
UNDER NO CIRCUMSTANCES SHALL THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PRODUCT SUPPLEMENT AND OFFERING MEMORANDUM CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE NOTES OR THE GUARANTEE, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE NOTES CONSTITUTE UNCONDITIONAL LIABILITIES OF THE ISSUER, AND THE GUARANTEE CONSTITUTES AN UNCONDITIONAL OBLIGATION OF THE GUARANTOR. THE NOTES AND THE GUARANTEE ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY U.S. OR FRENCH GOVERNMENTAL OR DEPOSIT INSURANCE AGENCY. In making your investment decision, you should rely only on the information contained or incorporated by reference in this Pricing Supplement and the accompanying Product Supplement and Offering Memorandum. Copies of this Pricing Supplement and the accompanying Product Supplement and Offering Memorandum are available from us, at no cost to you, and you should read each of these documents carefully prior to investing in the Notes. We have not authorized anyone to give you any additional or different information. The information in this Pricing Supplement and the accompanying Product Supplement and Offering Memorandum may only be accurate as of the dates of each of these documents, respectively. The contents of this Pricing Supplement are not to be construed as legal, business, or tax advice. The Notes described in this Pricing Supplement and the accompanying Product Supplement and Offering Memorandum are not appropriate for all investors, and involve important legal and tax consequences and investment risks, which should be discussed with your professional advisors. You should be aware that the regulations of the Financial Industry Regulatory Authority, Inc. and the laws of certain jurisdictions (including regulations and laws that require brokers to ensure that investments are suitable for their customers) may limit the availability of the Notes. We are offering to sell, and are seeking offers to buy, the Notes only in jurisdictions where such offers and sales are permitted. This Pricing Supplement and the accompanying Product Supplement and Offering Memorandum do not constitute an offer to sell or a solicitation of an offer to buy the Notes in any circumstances in which such offer or solicitation is unlawful. 1
ADDITIONAL TERMS SPECIFIC TO THE NOTES You should read this Pricing Supplement together with the accompanying Offering Memorandum and Product Supplement relating to the Notes and the Program (of which the Notes are a part). This Pricing Supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under Risk Factors in this Pricing Supplement, the accompanying Product Supplement and Offering Memorandum, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, accounting and other advisors before you invest in the Notes. You may access these documents as follows: Offering Memorandum dated March 23, 2016: http://usprogram.socgen.com/files/116.pdf Product Supplement for Index-Linked Notes dated March 23, 2016: http://usprogram.socgen.com/files/119.pdf For additional supplements to the Offering Memorandum, please visit http://usprogram.socgen.com/ In this Pricing Supplement, the accompanying Product Supplements and the accompanying Offering Memorandum, we, us and our refer to Société Générale, unless the context requires otherwise. MARKET DISRUPTION EVENT Notwithstanding the section Description of the Notes Market Disruption Event in the accompanying Index Product Supplement, if on any Scheduled Trading Day in any relevant Coupon Period (including the Valuation Date), a Market Disruption Event occurs with respect to the Reference Index, the Closing Level for the Reference Index for such Scheduled Trading Day (the Original Disrupted Day ) shall be the Closing Level of the Reference Index on the immediately preceding Scheduled Trading Day on which no Market Disruption Event exists. However, if a Market Disruption Event for the Reference Index exists on each of the eight consecutive Scheduled Trading Days immediately preceding the Original Disrupted Day, the Calculation Agent will determine the Closing Level for the Reference Index on the eighth Scheduled Trading Day immediately preceding the Original Disrupted Day (the Reference Index Disruption Calculation Day ) (notwithstanding the fact that a Market Disruption Event exists on the Reference Index Disruption Calculation Day) in accordance with the formula for and method of calculating the Reference Index last in effect prior to such Market Disruption Event, but using only those constituents that comprised the Reference Index prior to such Market Disruption Event and using the Exchange traded or quoted price of each of such constituents as of the Scheduled Closing Time of the relevant Exchange on the Reference Index Disruption Calculation Day (or if a Market Disruption Event has occurred with respect to any constituent of the Reference Index on the Reference Index Disruption Calculation Day, its good faith estimate of the value of the relevant constituent as of the Scheduled Closing Time on the Reference Index Disruption Calculation Day, which may equal the latest available price or quote for such constituent on or prior to the Reference Index Disruption Calculation Day) and the good faith estimate of the value of the Closing Level of the Reference Index so calculated shall be the Closing Level for the Original Disrupted Day. To the extent the Calculation Agent is unable, in its reasonable determination, to calculate the Reference Index in such manner, it will determine the Closing Level of the Reference Index for the Original Disrupted Day, in its sole discretion, based on its good faith and commercially reasonable determination of the level of such Reference Index (which may be the level of the Reference Index at which we, the Guarantor or one or more of our affiliates acquire, establish, reestablish, substitute, maintain, unwind or dispose of any hedging transactions with respect to the Notes). 2
CONTACT INFORMATION You may contact Société Générale, New York Branch at their offices located at 245 Park Avenue, New York, NY 10167 Attention: Global Markets Division, or by telephoning Société Générale, New York Branch at 212-278-6000 for additional information. 3
SUMMARY Because this is a summary, it does not contain all of the information that may be important to you. You should read this summary together with the more detailed information that is contained in (i) this Pricing Supplement, (ii) the Description of the Notes section in the accompanying Product Supplement and (iii) the Description of the Notes section in the accompanying Offering Memorandum. What are the Notes? The Notes are senior unsecured obligations issued by us and are fully and unconditionally guaranteed by Société Générale, New York Branch ( SGNY or the Guarantor ) as to the payment of all amounts, when and as they become due and payable. The Notes specified herein will rank pari passu without any preference among themselves and will rank pari passu among, and be of the same series with, all of the Issuer s other unconditional, unsecured and unsubordinated obligations issued under the Program. The Notes are not, and will not be, rated by any nationally recognized statistical rating organization. The terms of the Notes differ from those of ordinary debt securities in that, following the Fixed Coupon Rate Cutoff Date, we do not guarantee you a Coupon Payment on each Coupon Payment Date. The Notes will pay interest, if any, on each Coupon Payment Date following the Fixed Coupon Rate Cutoff Date at the Variable Rate, which will not exceed 1.75% per quarter and may be as low as 0.00%. The amount of the coupon or interest payment on each Coupon Payment Date after the Fixed Coupon Rate Cutoff Date will depend upon the performance of each of the Reference Indices during the relevant Coupon Period. You should be aware that, for each Coupon Period following the Fixed Coupon Rate Cutoff Date, you will only accrue a Coupon Payment for each day during a Coupon Period on which the Accrual Condition is satisfied (i.e., the Closing Level for each Reference Index is equal to or above its respective Coupon Limit on such day), otherwise, no coupon will accrue for such day. The Notes do not offer any degree of principal protection; therefore all of your principal investment amount is at risk. If the Final Index Level of either Reference Index is less than its respective Downside Limit (i.e., such Reference Index has declined from its respective Initial Index Level by more than 50.00%), the Redemption Amount payable to you at maturity will be based on the negative Index Performance of the Worst Performing Reference Index and will be at least 50.00% less than your initial investment amount (and may be zero), as described on the cover page of this Pricing Supplement. ANY PAYMENT ON THE NOTES IS SUBJECT TO THE CREDITWORTHINESS (ABILITY TO PAY) OF THE ISSUER AND THE GUARANTOR. The Notes and the Guarantee are subject to any application of the Bail-in Tool or any other resolution measure by the Resolution Authority, which may result in the conversion to equity, write-down or cancellation of all or a portion of the Notes or the Guarantee, or variation of the terms and conditions of the Notes or the Guarantee, if the Issuer or the Guarantor is determined to meet the conditions for resolution. Please refer to the section entitled Description of the Notes Bail-In Tool, Governmental Supervision and Regulation" and Description of the Notes SGNY Guarantee in the Offering Memorandum for more information relating to the Bail-in Tool and other resolution measures applicable to the Issuer. Neither the Notes nor the Guarantee are deposit liabilities of the Issuer or the Guarantor, respectively. The Notes will be solely our and the Guarantor s obligations, and no other third party entity will have any obligation, contingent or otherwise, to make any payments or deliveries with respect to the Notes. The offering of the Notes is being made by SG Americas Securities, LLC ( SGAS ), an affiliate of the Issuer, pursuant to FINRA Rule 5121. Also see the section Risk Factors We will sell the Notes through our affiliate, SGAS; Potential conflict of interest in the accompanying Product Supplement. What is the minimum required purchase, holding and transfer amount? The minimum purchase, holding, and transfer amount in the Notes is USD 10,000 or 10 Notes. No person may, at any time, purchase, hold or transfer Notes in an amount less than $10,000. 4
Can the Notes be redeemed prior to maturity? Yes. While the term of the Notes is 15 years, the Notes may be called before the scheduled maturity at the discretion of the Issuer. Commencing on the Fixed Coupon Rate Cutoff Date (which is the twentieth Coupon Payment Date) and ending on the Coupon Payment Date immediately preceding the Maturity Date, the Issuer has the right, upon notice to the Trustee on the immediately preceding Review Date, to redeem the Notes in whole, but not in part, on any Coupon Payment Date. In this case, you will be entitled to the Notional Amount of your investment in the Notes plus any final accrued and unpaid Coupon Payment payable on the Early Redemption Date. If the Notes are redeemed early prior to the scheduled Maturity Date, you will lose the right to receive any further benefits or additional payments under the Notes following the Early Redemption Date. In this case, you will not have the opportunity to continue to accrue and be paid conditional coupon or interest payments to the original Maturity Date of the Notes. You should be aware that if the Notes are called early, the term of the Notes may be reduced to as short as 5 years. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return with a similar level of risk in the event the Notes are called prior to the scheduled Maturity Date. Do I get my initial principal investment back at maturity or at Early Redemption? If we do not call the Notes early, the Notes do not offer any principal protection. As such, you are not guaranteed to receive the return of your entire invested principal at maturity (or any portion thereof) in the event the Notes are not early redeemed. If either Reference Index is below its respective Downside Level on the Valuation Date (i.e., the Final Index Level of such Reference Index on the Valuation Date has depreciated by more than 50.00% from its Initial Index Level), the Index Performance for such Reference Index will be negative and your entire invested principal will be exposed to the negative performance of the Worst Performing Reference Index. In such case, for each 1.00% difference between zero and the Index Performance of the Worst Performing Reference Index, you will lose 1.00% of the Notional Amount of your Notes. Accordingly, you will lose more than 50.00% and could lose up to 100% of your investment in the Notes. If we call the Notes early prior to the scheduled maturity, you will receive your invested principal on the Early Redemption Date (subject to the credit risk of the Issuer or Guarantor). However, you should be aware that the repayment of your invested principal is only available at Early Redemption. If you sell your Notes in the secondary market (if any exists) prior to maturity or Early Redemption, you could suffer a significant loss of your invested principal in the Notes. Moreover, the repayment of your invested principal at Early Redemption is subject to the credit risk of the Issuer and the Guarantor. Is there a limit on how much I can lose on the Notes? No, your entire investment is at risk. If the Final Index Level of either Reference Index is less than the Downside Limit for such Reference Index (i.e., if such Reference Index has depreciated by more than 50.00% over the term of the Notes, compared to its Initial Index Level), for each 1.00% difference between zero and the Index Performance of the Worst Performing Reference Index, you will lose 1.00% of the Notional Amount of your Notes. In this case, you will lose more than 50.00% and could lose up to 100% of your invested principal in the Notes. Is there a limit on how much I can earn on the Notes? Yes. You will never receive more than 1.75% per quarter in Coupon Payments on the Notes. You should further be aware that, following the Fixed Coupon Rate Cutoff Date, each Coupon Payment will be variable, may be less than 1.75% per quarter and could be zero. You may receive a low or no Coupon Payment on one or more Coupon Payment Dates following the Fixed Coupon Rate Cutoff Date. Subject to the credit risk of the Issuer and the Guarantor, your return on the Notes will be limited to the total Coupons Payments payable over the term of the Notes. During any Coupon Period following the Fixed Coupon Rate Cutoff Date, you will accrue conditional interest at the Base Rate on each Scheduled Trading Day of such Coupon Period on which the Accrual Condition is satisfied (i.e., the Closing Level of each of the Reference Indices is equal to or above its respective Coupon Limit on such Scheduled Trading Day). On each Scheduled Trading Day of any 5
Coupon Period on which the Accrual Condition is not satisfied (i.e., the Closing Level of at least one of the Reference Indices is less than its respective Coupon Limit on such Scheduled Trading Day), you will accrue interest at a rate of 0.00% for such Scheduled Trading Day. The maximum amount of interest you will accrue on the Notes for any Coupon Period, even if the Accrual Condition is satisfied on each Scheduled Trading Day during such Coupon Period, is 1.75%. For the avoidance of doubt, the lowest amount of interest you could accrue on the Notes for any Coupon Period is 0.00%. Therefore, you could receive a low or no coupon for one or more Coupon Periods over the term of the Notes. You should also be aware that you face the risk of not receiving any payment on your investment if we or the Guarantor file for bankruptcy or are otherwise unable to pay our or its debt obligations. Will I participate in any appreciation of the Reference Indices over the term of the Notes? No. You will not participate in any positive performance of either of the Reference Indices. Your return on the Notes will be limited to the total amount of Coupon Payments payable over the term of the Notes. An investment in the Notes is not equivalent to an investment in the Reference Indices. Furthermore, you will not have any voting rights, or rights to receive cash dividends or other distributions that holders of securities underlying the Reference Indices would have. Will I receive any Coupon Payments on the Notes? Subject to the credit risk of the Issuer and the Guarantor and Early Redemption, on each Coupon Payment Date during the period commencing on, and including, the first Coupon Payment Date to, and including, the Fixed Coupon Rate Cutoff Date (which is also the twentieth Coupon Payment Date), you will receive Coupon Payments at the Fixed Coupon Rate. On each Coupon Payment Date during the period commencing on, but excluding, the Fixed Coupon Rate Cutoff Date and ending on the final Coupon Payment Date, you will receive Coupon Payments at the Variable Rate (which may be zero) on each Coupon Payment Date. The Variable Rate will never exceed 1.75% per quarter. You should be aware that the amount of the Coupon Payment on your Notes for each Coupon Period following the Fixed Coupon Rate Cutoff Date is not fixed, but will be unpredictable and will vary based on the Variable Rate for such period and may be zero, or less than that of conventional fixed rate debt securities and other investments. The Variable Rate on the Notes for each Coupon Period following the Fixed Coupon Rate Cutoff Date will be a coupon rate equal to the product of (i) the Base Rate of 1.75% per quarter, and (ii) the quotient of (x) the number of Scheduled Trading Days in such Coupon Period on which the Accrual Condition is satisfied divided by (y) the actual number of Scheduled Trading Days in such Coupon Period. The Accrual Condition will be satisfied on a Scheduled Trading Day during such Coupon Period if the Closing Level of each of the Reference Indices on such Scheduled Trading Day is greater than or equal to its respective Coupon Limit. Consequently, each Scheduled Trading Day during such Coupon Period on which the Closing Level of either of the Reference Indices is less than its respective Coupon Limit will result in a reduction of the Variable Rate for such Coupon Period and, therefore, the Coupon Payment for such period. If the Accrual Condition is not satisfied on one or more Scheduled Trading Days during a Coupon Period, the Variable Rate will be lower and could be as low as 0.00% for such Coupon Period and, therefore, your Coupon Payment will be reduced (and could be as low as zero) for such period. However, you should note that the Variable Rate will never exceed 1.75% per quarter and may be 0.00% for one or more Coupon Periods (if the Accrual Condition is not met for each Scheduled Trading Day in such periods). Because you may receive a low or no Coupon Payment on one or more Coupon Payment Dates, the interest rate on your Notes may be lower than the interest rate of conventional fixed rate debt securities and other investments. Please refer to the section entitled Description of the Notes Payments of Interest or Coupon and Redemption Amount Interest or Coupon in the Offering Memorandum for additional terms relating to coupon calculations, accruals and payments. 6
What goes into the estimated value of the Notes? In valuing the Notes on the Pricing Date, we take into account that the Notes comprise a hypothetical package of financial instruments that would replicate payout on the Notes, which consists of a debt component and a performance-based derivative component. The estimated value of the Notes is determined using our own proprietary pricing and valuation models and is based on our internal funding rate. For more information on estimated value of the Notes, please see Estimated Value and Secondary Market Prices of the Notes and risks relating to estimate value under Risk Factors in this Pricing Supplement. Who calculates each Coupon Payment amount and the principal amount payable on the Maturity Date or Early Redemption Date, as the case may be? We will act as Calculation Agent for the Notes. As Calculation Agent, we will determine, among other things, the Variable Rate for each Coupon Period, each Coupon Payment and the principal amount payable per Note at maturity or Early Redemption, as applicable. See Risk Factors Certain business and trading activities may create conflicts with your interests and could potentially adversely affect the value of the Notes in this Pricing Supplement. We, as Calculation Agent, will adjust the terms of the Notes based on certain events affecting the Reference Indices. The accompanying Product Supplement provides the method of various adjustments in order to take into account the consequences on the Notes relating to events such as the discontinuance or modification of a Reference Index, an alteration of the method of calculating a Reference Index or if a Reference Index is no longer the underlying reference asset of a futures or option contract. The Calculation Agent may determine the Closing Levels for the Reference Indices at its sole discretion due to any event as described under Description of the Notes Discontinuance or Modification of the Reference Index; Alteration of Method of Calculation; No Longer Underlying Reference Asset of a Futures or Option Contract in the accompanying Product Supplement. See also Risk Factors Method of adjustment or substitution relating to the Reference Index could adversely affect your return on the Notes in this Pricing Supplement. Notwithstanding anything to the contrary in the accompanying Product Supplement, the dates specified herein (except for the Valuation Date and determination of the Final Index Level) are not subject to postponement in the event of a Market Disruption Event with respect to a Reference Index as described under the section Description of the Notes Market Disruption Event in the accompanying Product Supplement. Is there a secondary market for Notes? The Issuer and the Guarantor do not intend to apply for listing of the Notes on any securities exchange or for quotation on any inter-dealer quotation system. Accordingly, there may be little or no secondary market for the Notes and, as such, information regarding independent market pricing for the Notes may be extremely limited. You should be willing to hold your Notes until maturity or Early Redemption. The Issuer, the Placement Agent or any of their respective affiliates may, but are not obligated to, make a secondary market in the Notes and may cease market-making activities if commenced at any time. Because we do not expect other broker-dealers to participate in the secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which the Issuer, the Placement Agent or any of their respective affiliates are willing to transact. If none of the Issuer, the Placement Agent or any of their respective affiliates makes a market for the Notes, there will not be a secondary market for the Notes. There can be no assurance that a secondary market will develop or, if developed, that it would provide enough liquidity to allow you to trade or sell your Notes easily. Can I lose my principal in the secondary market (if any exists)? Yes. If you sell your Notes in the secondary market (if any exists) prior to an Early Redemption by us or the scheduled Maturity Date, you could suffer a significant loss of your initial principal investment in the Notes. Several factors, many of which are beyond our control, may influence the value of the Notes in the secondary market (if any exists) and the price at which you may be able to sell the Notes in the 7