Bond France Énergie 5.375% ( FR0011401751 ) in EUR

France Énergie

100.38 % ▲

France

FR0011401751 ( in EUR )

5.375% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Electricite de France (EDF) FR0011401751 en EUR 5.375%, maturity Perpetual

29/01/2026 ( In 94 days )

EDF is a French multinational electric utility company, primarily involved in the generation, transmission, and distribution of electricity in France and internationally.

The Bond issued by France Énergie ( France ) , in EUR, with the ISIN code FR0011401751, pays a coupon of 5.375% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Prospectus dated 25 January 2013

Électricité de France
Issue of
EUR 1,250,000,000 Reset Perpetual Subordinated Notes
(the "Euro 7 Year Non-Call Notes")
Issue price: 99.260 per cent.
EUR 1,250,000,000 Reset Perpetual Subordinated Notes
(the "Euro 12 Year Non-Call Notes")
Issue price: 98.923 per cent.
GBP 1,250,000,000 Reset Perpetual Subordinated Notes
(the "GBP Notes")
Issue price: 98.891 per cent.
under the Euro 30,000,000,000 Euro Medium Term Note Programme
of Électricité de France

The Euro 7 Year Non-Call Notes, the Euro 12 Year Non-Call Notes and the GBP Notes (together, the "Notes") of Électricité de
France ("EDF" or the "Issuer") will be issued outside the Republic of France on 29 January 2013 (the "Issue Date").
The Euro 7 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 29 January 2020
(the "First Euro 7 Year Reset Date"), at a fixed rate of 4.250 per cent. per annum, payable annually in arrear on 29 January in
each year with the first interest payment date on 29 January 2014, and (ii) thereafter in respect of each successive seven year
period, the first successive seven year period commencing on (and including) the First Euro Seven Year Reset Date, at a reset
rate calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of seven years plus a margin,
payable annually in arrear on or about 29 January in each year with the first such interest payment date on 29 January 2021 as
further described in "Euro 7 Year Non-Call Specific Terms and Conditions of the Notes - Interest Rate of Interest and Interest
Amount".
The Euro 12 Year Non-Call Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 29 January 2025
(the "First Euro 12 Year Reset Date"), at a fixed rate of 5.375 per cent. per annum, payable annually in arrear on 29 January
in each year with the first interest payment date on 29 January 2014, and (ii) thereafter in respect of each successive twelve
year period, the first successive twelve year period commencing on (and including) the First Euro 12 Year Reset Date, at a reset
rate calculated on the basis of the mid swap rates for Euro swap transactions with a maturity of twelve years plus a margin,
payable annually in arrear on or about 29 January in each year with the first such interest payment date on 29 January 2026 as
further described in "Euro 12 Year Non-Call Specific Terms and Conditions of the Notes - Interest Rate of Interest and
Interest Amount".
The GBP Notes will bear interest (i) from (and including) the Issue Date, to (but excluding) 29 January 2026 (the "First GBP
Reset Date"), at a fixed rate of 6.00 per cent. per annum, payable semi-annually in arrear on 29 January and 29 July in each
year with the first interest payment date on 29 July 2013, and (ii) thereafter in respect of each successive thirteen year period,
the first successive thirteen year period commencing on (and including) the First GBP Reset Date, at a reset rate calculated on
the basis of the thirteen year mid swap rate derived by the linear interpolation of the twelve year and the fifteen year mid swap
rates for GBP swap transactions plus a margin, payable semi-annually in arrear on or about 29 July and 29 January in each year
with the first such interest payment date on 29 July 2026 as further described in "GBP Specific Terms and Conditions of the
Notes - Interest Rate of Interest and Interest Amount".
Payment of interest on the Notes may, at the option of the Issuer, be deferred, as set out in "Euro 7 Year Non-Call Specific
Terms and Conditions of the Notes - Interest - Interest Deferral", "Euro 12 Year Non-Call Specific Terms and Conditions of the
Notes - Interest - Interest Deferral" and "GBP Specific Terms and Conditions of the Notes - Interest - Interest Deferral", as
applicable.
The Notes are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to
redeem (i) the Euro 7 Year Non-Call Notes in whole, but not in part, on 29 January 2020 or on any Euro 7 Year Interest
Payment Date thereafter, as defined and further described in "Euro 7 Year Non-Call Specific Terms and Conditions of the Notes
- Redemption - Optional Redemption from the First Euro 7 Year Call Date", (ii) the Euro 12 Year Non-Call Notes in whole, but
not in part, on 29 January 2025 or on any Euro 12 Year Interest Payment Date thereafter, as defined and further described in
"Euro 12 Year Non-Call Specific Terms and Conditions of the Notes - Redemption - Optional Redemption from the First Euro
12 Year Call Date" and (iii) the GBP Notes in whole, but not in part, on 29 January 2026 or on any GBP Interest Payment Date
thereafter, as defined and further described in "GBP Specific Terms and Conditions of the Notes - Redemption - Optional
Redemption from the First GBP Call Date".
i

The Issuer may also redeem the Notes upon the occurrence of a Withholding Tax Event, a Tax Deductibility Event, an
Accounting Event, a Rating Methodology Event and a Substantial Repurchase Event, as further described in "Euro 7 Year Non-
Call Specific Terms and Conditions of the Notes - Redemption","Euro 12 Year Non-Call Specific Terms and Conditions of the
Notes - Redemption" and "GBP Specific Terms and Conditions of the Notes - Redemption", respectively.
Application has been made for approval of this Prospectus to the Autorité des marchés financiers (the "AMF") in France in its
capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Directive
2003/71/EC of 4 November 2003 as amended (which includes the amendments made by Directive 2010/73/EU) (the
"Prospectus Directive").
Application has been made to Euronext Paris for the Notes to be listed and admitted to trading on Euronext Paris. Euronext
Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list
of regulated markets issued by the European Commission (a "Regulated Market").
The Notes will be issued in bearer dematerialised form (au porteur). The Euro 7 Year Non-Call Notes and the Euro 12 Year
Non-Call Notes will be issued in the denomination of EUR100,000. The GBP Notes will be issued in the denomination of
GBP100,000. The Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French
Code monétaire et financier. No physical documents of title (including certificats représentatifs pursuant to Article R.211-7 of
the French Code monétaire et financier) will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the
books of Euroclear France ("Euroclear France") which shall credit the accounts of the Account Holders.
"Account Holder" shall mean any financial intermediary institution entitled to hold, directly or indirectly, accounts on behalf
of its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The Notes are expected to be rated BBB+ by Standard & Poor's Ratings Services ("S&P"), A3 by Moody's Investors Service
Ltd ("Moody's' ) and A- by Fitch Ratings ("Fitch' ) and the Issuer has been rated A+ by S&P, Aa3 (outlook negative) by
Moody's and A+ by Fitch. Each of Moody's, S&P and Fitch is established in the European Union and registered under
Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies
as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") and included in the list of credit rating agencies
registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's website as of
the date of this Prospectus. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension, change or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this
Prospectus, in connection with any investment in the Notes.

Global Coordinators and Joint Bookrunners
HSBC Citigroup BNP PARIBAS

Joint Bookrunners on the Euro 7 Year Non-Call Notes and the Euro 12 Year Non-Call Notes
Banca IMI Crédit Agricole CIB Natixis Société Générale Corporate and Investment Banking
BRED CM-CIC Commerzbank Credit Suisse ING La Banque Postale
Santander Global Banking & Markets UniCredit Bank

Joint Bookrunners on the GBP Notes
Barclays Lloyds Bank The Royal Bank of Scotland

ii

This Prospectus should be read and construed in conjunction with any supplement that may be published
from time to time and with all documents incorporated by reference herein (see "Documents Incorporated
by Reference") (together, the "Prospectus"). For the purposes of this Prospectus, the "Group" means the
Issuer and its fully consolidated subsidiaries.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 as amended and the relevant implementing
measures in France, in respect of, and for the purposes of giving information with regard to, the Issuer
and the Group and the Notes which, according to the particular nature of the Issuer, the Group and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of
the Managers (each as defined in "Subscription and Sale"). Neither the delivery of this Prospectus nor
any offering or sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or those of the Group since the date hereof or
the date upon which this Prospectus has been most recently supplemented or that there has been no
adverse change in the financial position of the Issuer or that of the Group since the date hereof or the
date upon which this Prospectus has been most recently supplemented or that any other information
supplied in connection with the issue of the Notes is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Managers do not represent that this Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuer or the Managers which would permit a public offering of the Notes or distribution of
this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Prospectus nor any offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance
with any applicable laws and regulations and the Managers (each as defined in "Subscription and Sale")
have represented that all offers and sales by them will be made on the same terms. Persons into whose
possession this Prospectus comes are required by the Issuer and the Managers to inform themselves
about and to observe any such restriction. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes in the United States, the United Kingdom, France, EEA, Hong
Kong, Singapore and Switzerland see the section entitled "Subscription and Sale".
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS, NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT IN TRANSACTIONS EXEMPT
FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. FOR A DESCRIPTION
OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF
THIS PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, warranty or undertaking, express or implied, or accepts any
responsibility or liability, with respect to the accuracy or completeness of any of the information
contained or incorporated by reference in this Prospectus or any other information provided by the
Issuer in connection with the issue and sale of the Notes. Neither this Prospectus nor any information
incorporated by reference in this Prospectus is intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer or the Managers that any
recipient of this Prospectus or any information incorporated by reference should subscribe for or
purchase the Notes. In making an investment decision regarding the Notes, prospective investors must
iii

rely on their own independent investigation and appraisal of the (a) the Issuer, the Group, its business, its
financial condition and affairs and (b) the terms of the offering, including the merits and risks involved.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective
investor should subscribe for or consult its own advisers as to legal, tax, financial, credit and related
aspects of an investment in the Notes. None of the Managers undertakes to review the financial condition
or affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Managers.
Potential investors should, in particular, read carefully the section entitled "Risk Factors" set out below
before making a decision to invest in the Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as
a recommendation by the Issuer or the Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the
Notes constitutes an offer or invitation by or on behalf of the Issuer or the Managers to any person to
subscribe for or to purchase any Notes.
In connection with this issue, HSBC Bank plc (the "Stabilising Manager") (or persons acting on behalf of
the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail but in doing so each
Stabilising Manager shall act as principal and not as agent of the Issuer. However, there is no assurance
that the Stabilising Manager (or persons acting on their behalf) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 calendar days after the Issue Date and 60 calendar days after the date of the allotment of the
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or
person(s) acting on their behalf) in accordance with all applicable laws and rules. As between the Issuer
and the Stabilising Manager, any loss resulting from over-allotment and stabilisation shall be borne, and
any profit arising therefrom shall be retained, by the Stabilising Manager.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the European
Economic and Monetary Union which was introduced on 1 January 1999 and references to "£",
"sterling", "Sterling" or "GBP" are to the lawful currency of the United Kingdom of Great Britain and
Northern Ireland (the UK or the United Kingdom).
iv

FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to,
statements with respect to the Issuer's business strategies, expansion and growth of operations, plans or
objectives, trends in its business, competitive advantage and regulatory changes, based on certain
assumptions and include any statement that does not directly relate to a historical fact or current fact.
Forward-looking statements are typically identified by words or phrases such as, without limitation,
"anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "project",
"anticipate", "seek", "may increase" and "may fluctuate" and similar expressions or by future or
conditional verbs such as, without limitation, "will", "should", "would" and "could". Undue reliance
should not be placed on such statements, because, by their nature, they are subject to known and
unknown risks, uncertainties, and other factors and actual results may differ materially from any future
results, performance or achievements expressed or implied by such forward-looking statements. Please
refer to the section entitled "Risk Factors" below.
The Issuer expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change in the Issuer's expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is
based.
v

CONTENTS

Page
Summary of the Prospectus .......................................................................................................................... 1
Résumé en Francais (French Summary) ..................................................................................................... 18
Risk Factors ................................................................................................................................................ 34
Documents Incorporated by Reference ...................................................................................................... 38
Terms and Conditions of the Notes ............................................................................................................ 41
Description of the Issuer ............................................................................................................................. 80
Recent Events ............................................................................................................................................. 81
Reasons for the Offer and Use of Proceeds ................................................................................................ 92
Taxation ...................................................................................................................................................... 93
Subscription and Sale ................................................................................................................................. 94
General Information ................................................................................................................................... 98
Persons Responsible for the Information Contained in the Prospectus .................................................... 100
Visa of the Autorité des Marchés Financiers ............................................................................................ 101
Responsabilité du Prospectus ................................................................................................................... 102
Visa de l'Autorité des Marchés Financiers ............................................................................................... 103
vi

SUMMARY OF THE PROSPECTUS
The summary set out below complies with the requirements of the Prospectus Directive and Commission
Regulation No 809/2004 implementing the Prospectus Directive, as amended (the "PD Regulation"),
including the contents requirements set out in Annex XXII of the PD Regulation.
Summaries are made up of disclosure requirements known as 'Elements' required by Annex XXII of the
Delegated Regulation (EU) n°486/2012. These elements are numbered in Sections A -- E (A.1 --E.7).
This summary contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements. Even though an Element may be required to be inserted in the summary
because of the type of securities and Issuer, it is possible that no relevant information can be given
regarding the Element. In this case a short description of the Element is included in the summary with
the mention of 'not applicable'.
Section A - Introduction and warnings
Elements

A.1
This summary should be read as an introduction to this Prospectus and is provided as an aid
to investors when considering whether to invest in any Notes, but is not a substitute for the
Prospectus. Any decision to invest in the Notes should be based on a consideration of this
Prospectus as a whole by the investor, including any documents incorporated by reference.
Where a claim relating to information contained in this Prospectus is brought before a court
in a Member State of the European Economic Area, the plaintiff investor, might, under the
national legislation of the Member State where the claim is brought, have to bear the costs
of translating this Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary, including any
translation thereof, but only if the summary is misleading, inaccurate or inconsistent when
read together with the other parts of this Prospectus or it does not provide, when read
together with the other parts of this Prospectus, key information (as defined in Article 2.1(s)
of the Prospectus Directive) in order to aid investors when considering whether to invest in
the Notes.

Section B - Issuer
Element
Title

B.1
Legal
and The legal and commercial name of the Issuer is "Électricité de France".
commercial
The Issuer is also legally and commercially known as "EDF".
name of the
Issuer
B.2
Domicile Legal
The Issuer is a limited liability company (a société anonyme) established
form/
under the laws of the Republic of France for a period of 99 years from
legislation
20 November 2004. It is registered at the Trade and Companies
Country of
Registry of Paris (Registre du Commerce et des Sociétés de Paris) under
incorporation
reference number 552 081 317 RCS Paris.
The Issuer's registered address is 22-30 avenue de Wagram, 75008 Paris.
B.4b
Known trends
Not Applicable: There are no known trends affecting the Issuer and its
industries in which it operates save as disclosed in this Prospectus.
1

Element
Title

B.5
Description of The EDF Group is an integrated energy company with a presence in a
the Group
wide range of electricity-related businesses: nuclear, renewable and
fossil-fuel fired energy production, transmission, distribution, marketing
as well as energy management and efficiency services, along with
energy trading. It is France's leading electricity operator and has a
strong position in Europe (United Kingdom, Italy, countries in Central
and Eastern Europe), making it one of the world's leading electrical
providers as well as a recognized player in the gas industry.

With a worldwide net installed capacity of 134.6 GWe 1 as of 31
December 2011 (124.2 GWe in Europe) and global energy generation of
628.2 TWh, the EDF Group has one of the largest generating capacities
of all the major worldwide energy corporations with the lowest level of
CO2 emissions per KWh generated2 due to the proportion of nuclear,
hydroelectric power and other renewable energies in its generation mix.
The EDF Group supplies electricity, gas and associated services to more
than 37.7 million customer accounts3 worldwide (including nearly 27.9
million in France).
B.9
Profit forecast Not Applicable: The Issuer has not chosen to include a profit forecast or
or estimate
a profit estimate.
B.10
Audit
report The consolidated condensed financial statements for the first half-year of
observations
2012 of the Issuer, prepared in accordance with IAS 34 Interim
Financial Reporting, the standard of International Financial Reporting
Standards as adopted by the European Union ("IFRS") applicable to
interim financial information, were subject to a report by the statutory
auditors and which included observations inter alia in relation to the
valuation of long-term provisions relating to nuclear electricity
production and the shortfall in the collection of the Contribution to the
Electricity Public Service Costs (Contribution au Service Public de
l'Electricité), in continuous increase, which amounts to approximately
700 million for the first semester of 2012, for an aggregate amount of
4.5 billion as of June 30 2012. As indicated in the assumptions set forth
in note 18 of such consolidated condensed financial statements, the
shortfall is accounted for at its nominal value as accrued income, does
not bear interest, and the timing of collection is currently expected for
2016.
The consolidated financial statements for the financial year ended 31
December 2011, prepared in accordance with IFRS and included in the
2011 Document de Référence filed with the Autorité des marchés
financiers (hereafter the "AMF") on 10 April 2012 under number D.12-
0321, were subject to a report by the statutory auditors set forth in
section 20.2 of such 2011 Document de Référence and which includes an
observation in relation to the valuation of long-term provisions relating
to nuclear electricity production (which is set out on page 386 of such
2011 Document de Référence).
The consolidated financial statements for the financial year ended 31
December 2010, prepared in accordance with IFRS and included in the
2010 Document de Référence filed with the AMF on 18 April 2011
under number D.11-0320, were subject to a report by the statutory
auditors set forth in section 20.2 of such 2010 Document de Référence

1 Source: EDF. Figures calculated according to the rules of accounting consolidation.
2 Source: PricewaterhouseCoopers: "European Carbon Factor", November 2011.
3 Source: EDF. One customer may have two accounts: one for electricity and one for gas.
2

Element
Title

and which included observations inter alia in relation to the valuation of
long-term provisions relating to nuclear electricity production (which are
set out on page 384 of such 2010 Document de Référence).

3

Element
Title

B.12
Selected
The selected financial information is taken from the EDF Group's
historical
key consolidated financial statements at 31 December 2011, which have
financial
been audited by EDF's statutory auditors.
information

The selected financial information below must be read in conjunction
with (i) the consolidated financial statements included in section 20.1
("Historical Financial Information") of the 2011 Document de
Référence, and (ii) the operating and financial review contained in
Chapter 9 of the 2011 Document de Référence.

Year Ended 31 December
2011
2010 (1)
(in millions of Euro)
Extracts from the consolidated income

statements:
EDF net income
3,010
1,020
Extracts from the consolidated balance sheets:

Total assets
231,707 240,559
Total equity and liabilities
231,707 240,559
Extracts from the consolidated cash flow

statements:
Net increase (decrease) in cash and cash 115
(1,512)
equivalents
Information concerning net indebtedness

Net indebtedness
33,285
34,389
(1) Data published in 2010 for the 2010 fiscal year.

The selected financial information below must be read in conjunction
with the condensed consolidated half-year financial statements at 30
June 2012.

H1 2012 H1 2011
restated
(in millions of Euro)
Extracts from the consolidated income

statements:
EDF net income
2,768
2,647
Operating cash flow:

Operating cash flow (1)
6,586
5,965
Information concerning net indebtedness

4