Obligation France Énergie 6% ( USF2893TAL01 ) en USD

France Énergie

91 % ▲

France

USF2893TAL01 ( en USD )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Electricite de France (EDF) USF2893TAL01 en USD 6%, échéance Perpétuelle

22/01/2027 ( Dans 177 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

L'Obligation émise par France Énergie ( France ) , en USD, avec le code ISIN USF2893TAL01, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

STRICTLY CONFIDENTIAL--DO NOT FORWARD
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the offering memorandum following this page. You are therefore advised to read this disclaimer
carefully before reading, accessing or making any other use of the following offering memorandum. In accessing
the following offering memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them from time to time, each time you receive any information from us as a result of such
access.
Confirmation of Your Representation: You have accessed the following offering memorandum on the
basis that you have confirmed your representation to Citigroup Global Markets Inc., Credit Suisse Securities
(USA) LLC, Société Générale, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co.
LLC, RBC Capital Markets, LLC, Lloyds Bank plc, RBS Securities Inc. and Santander Investment Securities Inc.
(the "Initial Purchasers") that (1) (i) you must (a) be outside the United States and not a U.S. person, as defined
in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor acting on behalf of
a U.S. person and, to the extent you purchase the securities described in the attached offering memorandum, you
will be doing so pursuant to Regulation S under the Securities Act, (b) be a person in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply,
and (c) be a qualified investor under the EU Prospectus Directive or, in jurisdictions where the Prospectus
Directive is not in force, an institutional or other investor eligible to participate in a private placement of
securities under applicable law, OR (ii) you are acting on behalf of, or you are, a qualified institutional buyer, as
defined in Rule 144A under the Securities Act, AND (2) you consent to delivery of the following offering
memorandum and any amendments or supplements thereto by electronic transmission.
The attached document has been made available to you in electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of transmission and
consequently none of the issuer of the securities, the Initial Purchasers or any person who controls any of them,
or any of their respective directors, officers, employees, representatives or affiliates accepts any liability or
responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic
format and the hard copy version. We will provide a hard copy version to you upon request.
Restrictions: The attached document is being furnished in connection with an offering exempt from
registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the
purchase of the securities described therein.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER
JURISDICTION, AND MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
This communication does not contain or constitute an invitation, inducement or solicitation to invest.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this
electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or
the Initial Purchasers to subscribe for or purchase any of the securities described in the following offering
memorandum, and access has been limited so that it shall not constitute a general advertisement or solicitation in
the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by the Initial Purchasers or their affiliates on behalf of the issuer in such
jurisdiction.

The attached document has not been approved by an authorized person in the United Kingdom. This
communication is being distributed only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to
(d) of the Financial Promotion Order (high net worth companies, unincorporated associations, etc.), (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in
connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons").
This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which this document relates is available only
to Relevant Persons and will be engaged in only with Relevant Persons.
No person may communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or
sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
This Transmission is Personal to You and Must Not Be Forwarded. You are reminded that you have
accessed the following offering memorandum on the basis that you are a person into whose possession this
offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorized to, deliver this document, electronically or otherwise, to any
other person, or to disclose any of its contents, whether orally or in writing, to any other person. If you have
gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the
securities described therein.
Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using
the "Reply" function on your e-mail software, will be ignored or rejected.
YOU ARE NOT AUTHORIZED AND YOU MAY NOT FORWARD OR DELIVER THE
ATTACHED OFFERING MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY
OTHER PERSON OR REPRODUCE SUCH OFFERING MEMORANDUM IN ANY MANNER
WHATSOEVER.
ANY
FORWARDING,
DISTRIBUTION
OR
REPRODUCTION
OF
THIS
DOCUMENT AND THE FOLLOWING OFFERING MEMORANDUM IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION
OF
THE
SECURITIES
ACT
OR
THE
APPLICABLE
LAWS
OF
OTHER
JURISDICTIONS.
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your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items
of a destructive nature.

OFFERING MEMORANDUM
CONFIDENTIAL
EDF S.A.
$4,700,000,000
consisting of
$1,000,000,000 1.150% Fixed Rate Notes due January 20, 2017
$750,000,000 Floating Rate Notes due January 20, 2017
$1,250,000,000 2.150% Fixed Rate Notes due January 22, 2019
$1,000,000,000 4.875% Fixed Rate Notes due January 22, 2044
$700,000,000 6.000% Fixed Rate Notes due January 22, 2114
The 1.150% fixed rate notes due January 20, 2017 (the "Three-Year Fixed Rate Notes") will bear interest at a rate of 1.150% per
annum, the 2.150% fixed rate notes due January 22, 2019 (the "Five-Year Fixed Rate Notes") will bear interest at a rate of 2.150% per
annum, the 4.875% fixed rate notes due January 22, 2044 (the "Thirty-Year Fixed Rate Notes") will bear interest at a rate of 4.875% per
annum, the 6.000% fixed rate notes due January 22, 2114 (the "Hundred-Year Fixed Rate Notes" and, together with the Three-Year Fixed
Rate Notes, the Five-Year Fixed Rate Notes and the Thirty-Year Fixed Rate Notes, the "Fixed Rate Notes") will bear interest at a rate of
6.000% per annum. Interest on the Three-Year Fixed Rate Notes will be payable semi-annually in arrears on January 20 and July 20 of each
year, with the first such interest payment date on July 20, 2014. Interest on the Five-Year Fixed Rate Notes, the Thirty-Year Fixed Rate Notes
and the Hundred-Year Fixed Rate Notes will be payable semi-annually in arrears on January 22 and July 22 of each year, with the first such
interest payment date on July 22, 2014. See "Description of Notes--Principal, Maturity and Interest--Fixed Rate Notes."
The floating rate notes due January 20, 2017 (the "Three-Year Floating Rate Notes" and, together with the Fixed Rate Notes (the
"Notes") will bear interest from (and including) January 22, 2014 to but excluding January 20, 2017 at a rate per annum, reset quarterly, equal
to LIBOR plus 0.460%, payable quarterly in arrears on January 20, April 20, July 20 and October 20 of each year with the first such interest
payment date on April 20, 2014. See "Description of Notes--Principal, Maturity and Interest--Floating Rate Notes."
The Issuer will not be permitted to redeem the Notes before their stated maturity, except that the Issuer may, at its option, elect to redeem
the Notes in whole, but not in part, at a price equal to their principal amount plus accrued and unpaid interest, if any, upon the occurrence of
certain changes in applicable tax law. See "Description of Notes--Tax Redemption."
The Notes will be the Issuer's senior obligations and will rank equally in right of payment with all of our existing and future senior
unsecured indebtedness (save for certain mandatory exceptions provided by French law).
Investing in the Notes involves risks. See "Risk Factors" beginning on page 28 of this offering memorandum and Section 4.1
"Risk Factors" starting on page 10 of the English translation of the 2012 Document de Référence incorporated by reference in this
offering memorandum.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. In the United States, the offering is being made only to
"qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act.
Prospective purchasers that are qualified institutional buyers are hereby notified that the initial purchasers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. Outside the United
States, the offering is being made in reliance on Regulation S under the Securities Act. See "Transfer Restrictions" for additional
information about eligible offerees and transfer restrictions.
Price of the Three-Year Fixed Rate Notes: 99.561% plus accrued interest, if any, from January 22, 2014
Price of the Three-Year Floating Rate Notes: 100.000% plus accrued interest, if any, from January 22, 2014
Price of the Five-Year Fixed Rate Notes: 98.852% plus accrued interest, if any, from January 22, 2014
Price of the Thirty-Year Fixed Rate Notes: 96.726% plus accrued interest, if any, from January 22, 2014
Price of the Hundred-Year Fixed Rate Notes: 96.953% plus accrued interest, if any, from January 22, 2014
It is expected that the Notes will be delivered to purchasers in book entry form through The Depository Trust Company ("DTC") and
through the Euroclear System and Clearstream, Luxembourg (as participants in DTC) on or about January 22, 2014.
Global Coordinators and Joint Bookrunners
Citigroup
Credit Suisse
Société Générale Corporate & Investment Banking
Joint Bookrunners
BofA Merrill Lynch
Deutsche Bank Securities
Goldman, Sachs & Co.
J.P. Morgan
Mizuho Securities
Morgan Stanley
RBC Capital Markets
Lloyds Bank
RBS
Santander
The date of this offering memorandum is January 13, 2014.

You should rely only on the information contained or incorporated by reference in this offering
memorandum. We have not, and the Initial Purchasers (as defined below) have not, authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. You should assume that the information appearing in this offering memorandum
is accurate only as of the date on the front cover of this offering memorandum or, with respect to
documents incorporated by reference, as of the date of such documents. Our business, financial condition,
results of operations and prospects may have changed since the date of this offering memorandum or, with
respect to documents incorporated by reference, since the date of such documents. See "Information
Incorporated by Reference".
This offering memorandum is confidential. You are authorized to use this offering memorandum solely for
the purpose of considering the purchase of the Notes described in this offering memorandum. You may not
reproduce or distribute this offering memorandum, in whole or in part, and you may not disclose any of the
contents of this offering memorandum or use any information herein for any purpose other than considering a
purchase of the Notes. You agree to the foregoing by accepting delivery of this offering memorandum.
We and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Société Générale,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital
Markets, LLC, Lloyds Bank plc, RBS Securities Inc. and Santander Investment Securities Inc. (the "Initial
Purchasers") reserve the right to withdraw the offering of the Notes at any time or to reject any offer to
purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby. This
offering memorandum is personal to each offeree and does not constitute an offer to any other person or to
the public generally to subscribe for or otherwise acquire securities.
Each investor in the Notes will be deemed to make certain representations, warranties and
agreements regarding the manner of purchase and subsequent transfers of the Notes. These
representations, warranties and agreements are described in "Transfer Restrictions".
The Initial Purchasers have not independently verified any of the information contained herein (financial, legal
or otherwise) and make no representation or warranty, expressed or implied, as to the accuracy or completeness of
the information contained or incorporated by reference in this offering memorandum, and nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. In making
an investment decision, prospective investors must rely on their own examination of the issuer and the terms of the
offering, including the merits and risks involved. Neither we, nor the Initial Purchasers, nor any of our or their
respective representatives make any representation to any offeree or purchaser of the Notes offered hereby
regarding the legality of an investment by such offeree or purchaser under applicable legal investment or similar
laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a
purchase of the Notes. Notwithstanding anything herein to the contrary, prospective investors may disclose to any
and all persons, without limitation of any kind, the U.S. federal or state income tax treatment and tax structure of the
offering and all materials of any kind (including opinions or other tax analyses) that are provided to the prospective
investors relating to such tax treatment and tax structure. However, any information relating to the U.S. federal
income tax treatment or tax structure shall remain confidential (and the foregoing sentence shall not apply) to the
extent reasonably necessary to enable any person to comply with applicable securities laws. For this purpose, "tax
structure" means any facts relevant to the U.S. federal or state income tax treatment of the offering but does not
include information relating to the identity of the issuer of the securities, the issuer of any assets underlying the
securities, or any of their respective affiliates that are offering the securities.
In this offering memorandum, including the information incorporated by reference herein, we rely on and
refer to information and statistics regarding our industry. We obtained this market data from internal surveys,
estimates, reports and studies, where appropriate, as well as independent industry publications or other publicly
available information. External industry studies generally state that the information contained therein has been
obtained from sources believed to be reliable but that the accuracy and completeness of such information is not
guaranteed. Although we believe that the external sources are reliable, we have not verified, and make no

representations as to, the accuracy and completeness of such information. Similarly, internal surveys, estimates,
reports and studies, while believed to be reliable, have not been independently verified, and neither we nor the
Initial Purchasers make any representations as to the accuracy of such information.
IN CONNECTION WITH THE OFFERING, CITIGROUP GLOBAL MARKETS INC., ACTING FOR
THE BENEFIT OF THE INITIAL PURCHASERS, MAY PURCHASE AND SELL NOTES IN THE OPEN
MARKET. THESE TRANSACTIONS MAY INCLUDE OVER-ALLOTMENT, SYNDICATE COVERING
AND STABILIZING TRANSACTIONS. OVER-ALLOTMENT INVOLVES SALES OF NOTES IN EXCESS
OF THE PRINCIPAL AMOUNT OF THE NOTES TO BE PURCHASED IN THE OFFERING, WHICH
CREATES A SHORT POSITION. SYNDICATE COVERING INVOLVES PURCHASES OF THE NOTES IN
THE OPEN MARKET AFTER THE DISTRIBUTION HAS BEEN COMPLETED IN ORDER TO COVER
SHORT POSITIONS CREATED. STABILIZING TRANSACTIONS CONSIST OF CERTAIN BIDS OR
PURCHASES OF NOTES MADE FOR THE PURPOSE OF PEGGING, FIXING OR MAINTAINING THE
PRICE OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE RELEVANT STABILIZING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF
OF ANY STABILIZING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
IN CONNECTION WITH THIS OFFERING, THE INITIAL PURCHASERS ARE NOT ACTING
FOR ANYONE OTHER THAN THE ISSUER AND WILL NOT BE RESPONSIBLE TO ANYONE
OTHER THAN THE ISSUER FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR
CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE OFFERING.
The distribution of this offering memorandum and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We and the Initial Purchasers require persons into whose possession this offering
memorandum comes to inform themselves about and to observe any such restrictions. This offering
memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or sale would be unlawful.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has
approved or disapproved of these securities or determined if this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the Securities Act and any applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this offering
memorandum entitled "Plan of Distribution" and "Transfer Restrictions."
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum is for distribution within the United Kingdom only to persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order (high net worth
companies, unincorporated associations, etc.), (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA") in connection with the issue or sale of any Notes may otherwise
lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) above
together being referred to as "Relevant Persons"). This offering memorandum is directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this document relates is available only to Relevant Persons and will be engaged in
only with Relevant Persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum and any other offering material relating to the Notes have been prepared on the
basis that any offer of Notes will be made pursuant to an exemption under Article 3 of the Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU (the "Prospectus Directive") as implemented in any
Member State of the European Economic Area (each, a "Relevant Member State"), from the requirement to
publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of the offering contemplated in this offering memorandum
may only do so in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to
publish a prospectus pursuant to the Prospectus Directive in relation to such offer. Neither the Issuer nor the
Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes
contemplated in this offering memorandum.
NOTICE TO PROSPECTIVE INVESTORS IN FRANCE
This offering memorandum and any other offering material relating to the Notes have not been prepared in
the context of a public offering in France within the meaning of Article L.411-1 of the Code monétaire et
financier and Title I of Book II of the Réglement général of the Autorité des marchés financiers (the "AMF")
and therefore have not been submitted for clearance to the AMF or to the competent authority of another Member
State of the European Economic Area and notified to the AMF and each of the Initial Purchasers agrees that the
Notes are being issued outside of France. The Notes are not being offered or sold, directly or indirectly, to the
public in France and this offering memorandum and any other offering material relating to the Notes have not
been and will not be distributed or caused to be distributed to the public in France or used in connection with any
offer to the public in France. Such offers of the Notes in France may only be made to (i) providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2,
D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. No direct or indirect
distribution of any Notes so acquired shall be made to the public in France other than in compliance with
applicable laws and regulations pertaining to a public offering (and in particular Articles L.411-1, L.411-2,
L.412-1 and L.621-8 to L.621-8-3 of the Code monétaire et financier).
NOTICE TO PROSPECTIVE INVESTORS IN JAPAN
The Notes offered in this offering memorandum have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan. The Notes have not been offered or sold and will not be offered or sold,
directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or

other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration
requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable
requirements of Japanese law.
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances
which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance
(Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Notes may be issued
or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which
are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
thereunder.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
This offering memorandum has not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this offering memorandum and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may
the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or
any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the
SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
·
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
·
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor, shares, debentures and units
of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever
described) in that trust shall not be transferred within six months after that corporation or that trust has
acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
·
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person
defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that
such shares, debentures and units of shares and debentures of that corporation or such rights and
interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a
foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of
securities or other assets, and further for corporations, in accordance with the conditions specified in
Section 275 of the SFA;
·
where no consideration is or will be given for the transfer; or
·
where the transfer is by operation of law.

TABLE OF CONTENTS
Page
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
CURRENCY PRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
SUMMARY CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
BOOK-ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS . . . . . . . . . . . . . . . . . . . .
69
VALIDITY OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
1

CERTAIN DEFINITIONS
In this offering memorandum, unless the context otherwise requires, "EDF", the "Company", the "Issuer"
and "Electricité de France" refer to EDF S.A., whereas "EDF Group", "the Group", "we", "us" and "our" refer
to EDF S.A. and its subsidiaries and shareholdings.
INFORMATION INCORPORATED BY REFERENCE
In addition to the information contained in this offering memorandum, we incorporate by reference herein
the documents listed below:
·
The English translation of EDF's Rapport Financier Semestriel as of June 30, 2013 (the "2013
Half-Year Financial Report") which includes the unaudited interim consolidated condensed financial
statements of the EDF Group as of June 30, 2013 (the "2013 Unaudited Interim Condensed
Consolidated Financial Statements") and the English translation of the Statutory Auditors' Review
Report on the First Half-Year Financial Information for 2013 (the "2013 Statutory Auditors' Review
Report");
·
The English translation of EDF's Document de Référence for the year ended December 31, 2012 filed
with the AMF on April 5, 2013 under number D.13-0304 (the "2012 Document de Référence"),
except for Chapter 1 of the 2012 Document de Référence relating to the declaration of responsibility of
EDF's Chairman regarding the content of the 2012 Document de Référence. The 2012 Document de
Référence, an English language translation of which is incorporated by reference herein, includes the
audited consolidated financial statements of the EDF Group for the year ended December 31, 2012 (the
"2012 Consolidated Financial Statements") and the English translation of the Statutory Auditors'
Report on the 2012 Consolidated Financial Statements (the "2012 Statutory Auditors' Report") and
incorporates by reference therein the audited consolidated financial statements of the EDF Group for
the years ended December 31, 2011 (the "2011 Consolidated Financial Statements") and
December 31, 2010 (the "2010 Consolidated Financial Statements"); and
·
The English translation of EDF's Document de Référence for the year ended December 31, 2011 filed
with the AMF on April 10, 2012 under number D.12-0321 (the "2011 Document de Référence"),
except for (i) Chapter 1 of the 2011 Document de Référence relating to the declaration of responsibility
of EDF's Chairman regarding the content of the 2011 Document de Référence and (ii) Chapter 13 of
the 2011 Document de Référence relating to the financial outlook of the Group.
The documents incorporated by reference herein are available on EDF's website (www.edf.com) and may
be obtained free of charge during normal business hours from EDF at 22-30 Avenue de Wagram, 75008, Paris,
France, +33 (0)1 40 42 22 22. The information incorporated by reference is considered to be part of this offering
memorandum and should be read with the same care. No materials from EDF's website or any other source other
than those specifically identified above are incorporated by reference into this offering memorandum.
Each document incorporated by reference herein is current only as of the date of such document, and the
incorporation by reference of such document shall not create any implication that there has been no change in our
affairs since the date thereof or that the information contained therein is current as of any time subsequent to its
date. Any statement contained in the documents incorporated by reference herein will be modified or superseded
for all purposes to the extent that a statement contained in this offering memorandum modifies or is contrary to
that previous statement. Any statement so modified or superseded will not be deemed a part of this offering
memorandum except as so modified or superseded.
2

PRESENTATION OF FINANCIAL INFORMATION
The 2012 Consolidated Financial Statements, the 2011 Consolidated Financial Statements, the 2010
Consolidated Financial Statements and the 2013 Unaudited Interim Condensed Consolidated Financial
Statements (including comparable figures for the six-month period ended June 30, 2012), English language
translations of which are incorporated by reference in this offering memorandum, were prepared in accordance
with International Financial Reporting Standards as adopted by the European Union (EU) ("IFRS").
In this offering memorandum, we present certain financial measures, including operating profit before
depreciation and amortization ("EBITDA"), net income excluding non-recurring items, operating cash flow
(referred to as "Funds From Operations" or "FFO") and free cash flow, which are not recognized by IFRS.
These measures are presented because we believe that they and similar measures are relevant indicators of the
Group's financial and operating performance. These measures may not be comparable to similarly titled
measures used by other companies and are not measurements under IFRS or any other body of generally
accepted accounting principles, and thus should not be considered substitutes for the information contained in our
audited and unaudited consolidated financial statements.
AVAILABLE INFORMATION
EDF is not required to file periodic reports under Section 13(a) or 15(d) of the Exchange Act. For so long as
any of the Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act and during any period in relation thereto during which the Issuer is neither subject to Sections
13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act,
the Issuer will make available to each holder in connection with any resale thereof and to any prospective
purchaser of such Notes from such holder, in each case upon request, the information specified in and meeting
the requirements of Rule 144A(d)(4) under the Securities Act.
As a company listed on Euronext Paris, EDF will be required to file annual reports and certain other
information in French with the AMF. These documents will be available on the website of the AMF
(www.amf-france.org) and/or on the website of EDF (www.edf.com).
A copy of the Fiscal Agency Agreement is available to Noteholders upon request, at no charge, from
Deutsche Bank Trust Company Americas, at 60 Wall Street, New York, NY 10005.
CURRENCY PRESENTATION
In this offering memorandum, references to "" and "euro" are to the single currency of the participating
member states ("Member States") in the Third Stage of European Economic and Monetary Union of the Treaty
Establishing the European Community, as amended from time to time. References to "U.S. dollars," "U.S.$" and
"$" are to the United States dollar, the lawful currency of the United States of America. References to "£",
"sterling" and "pence" are to the Great Britain Pound, the lawful currency of Great Britain. References to "Swiss
Francs" and "CHF" are to Swiss Francs, the lawful currency of Switzerland.
FORWARD-LOOKING STATEMENTS
This offering memorandum (including the Recent Developments and outlook section, Section 6.1 "Strategy"
and Chapters 12 "Information on trends" and 13 "Financial outlook" of the 2012 Document de Référence and
Chapter 2--Section 9 "Financial Outlook" of the June 2013 Half-Year Financial Report) contains certain
forward-looking statements and information relating to the Issuer that are based on beliefs of its management, as
3