Bond France Énergie 4.5% ( FR0013464963 ) in USD

France Énergie

100 % ⇌

France

FR0013464963 ( in USD )

4.5% per year ( payment 2 times a year)

04/12/2069 - Bond has expired

Prospectus brochure of the bond ELECTRICITE DE FRANCE (EDF) FR0013464963 in USD 4.5%, expired

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 USD, with the ISIN code FR0013464963, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 04/12/2069

45,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"),
Électricité de France SA (the "Issuer" or "EDF" or "Électricité de France"), subject to compliance with al
relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes
(the "Notes") to qualified investors and the public in France or in any other Member State of the European
Economic Area (the "EEA") where this Base Prospectus has been notified to the competent authority in that
Member State in accordance with the Directive 2003/71/EC of 4 November 2003 on the prospectus to be
published when securities are offered to the public or admitted to trading, as amended (the "Prospectus
Directive"). The aggregate nominal amount of Notes outstanding will not at any time exceed
Euro 45,000,000,000 (or the equivalent in other currencies at the date of issue of any Notes).
Application has been made to the Autorité des marchés financiers (the "AMF") for approval of this Base
Prospectus in its capacity as competent authority under the Prospectus Directive. This Base Prospectus
received the visa no. 17-490 on 15 September 2017 from the AMF. Application may be made (i) to Euronext
Paris during the period of 12 months from the date of this Base Prospectus for Notes issued under the
Programme to be admitted to trading and/or (ii) to the competent authority of any other EEA Member State
for Notes issued under the Programme to be admitted to trading on a Regulated Market (as defined below)
in such Member State. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC of 21 April 2004, as amended (a "Regulated Market"). However, Notes
may be issued pursuant to the Programme which are not admitted to trading on any Regulated Market. The
relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any
Notes will specify whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated
Market. The minimum denomination of each Note will be 1,000 (or, if the Notes are denominated in a
currency other than euro, the equivalent amount in such currency).
The Programme has been rated "A3" (senior unsecured debt) by Moody's Investors Service Ltd.
("Moody's' ) and "A-" (long-term debt) by Standard and Poor's Credit Market Services Europe Limited
("Standard and Poor's' ). As of the date of this Base Prospectus, the Issuer's long-term and short-term debt
has been respectively rated (i) "A3" and "P-2" with stable outlook by Moody's and (ii) "A-" and "A-2" with
stable outlook by Standard and Poor's. Each of Moody's and Standard and Poor's is established in the
European Union, is registered under Regulation (EC) No 1060/2009 of 16 September 2009 on credit rating
agencies as amended (the "CRA Regulation") and is included in the list of registered credit rating agencies
published on the website of the European Securities and Markets Authority (www.esma.europa.eu). Notes
issued pursuant to the Programme may be unrated or rated differently from the current ratings of the
Programme. The rating(s) of the Notes (if any) wil be specified in the relevant Final Terms, including as to
whether or not such credit ratings are issued by credit rating agencies established in the European Union,
registered (or which have applied for registration) under the CRA Regulation and included in the list of
registered credit rating agencies published on the website of the European Securities and Markets Authority
(www.esma.europa.eu). A rating is not a recommendation to buy, sel or hold securities and may be subject
to suspension, change or withdrawal at any time by the assigning rating agency without notice.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form
("Materialised Notes") as more ful y described herein. Dematerialised Notes will at al times be in book
entry form in compliance with Article L.211-3 of the French Code monétaire et financier. No physical
documents of title wil be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur)
inscribed as from the issue date in the books of Euroclear France ("Euroclear France") (acting as central

depositary) which shal credit the accounts of Account Holders (as defined in "Terms and Conditions of the
Notes -- Form, Denomination(s), Title and Redenomination") including Euroclear Bank S.A./N.V.
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of
the relevant Noteholder (as defined in "Terms and Conditions of the Notes -- Form, Denomination(s), Title
and Redenomination"), in either ful y registered form (au nominatif pur), in which case they will be inscribed
either with the Issuer or with the registration agent (designated in the relevant Final Terms) for the Issuer, or
in administered registered form (au nominatif administré) in which case they wil be inscribed in the accounts
of the Account Holders designated by the relevant Noteholders.
Materialised Notes wil be in bearer materialised form only and may only be issued outside France. A
temporary global certificate in bearer form without interest coupons attached (a "Temporary Global
Certificate") will initial y be issued in connection with Materialised Notes. Such Temporary Global Certificate
will be exchanged for Definitive Materialised Notes in bearer form with, where applicable, coupons for
interest attached, on or after a date expected to be on or about the 40th day after the issue date of the Notes
(subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised
Bearer Notes") upon certification as to non-U.S. beneficial ownership as more ful y described herein.
Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Summary") intended to be
cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common
depositary on behalf of Euroclear and/or Clearstream, Luxembourg and (b) in the case of a Tranche
intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream,
Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the
relevant Dealer (as defined below).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and any other terms and conditions not contained herein which are applicable to each
Tranche (as defined herein) of Notes wil be set out in the Final Terms.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" in this Base Prospectus.
This Base Prospectus, any documents incorporated by reference herein, any supplements thereto (if any)
and, so long as Notes are admitted to trading on any Regulated Market in accordance with the Prospectus
Directive, the Final Terms relating to such Notes can be obtained free of charge from the registered office of
the Issuer and will also be published on the websites of the Issuer (www.edf.com) or the AMF (www.amf-
france.org), as applicable.
Arranger for the Programme
BNP PARIBAS
Dealers
BNP PARIBAS
Crédit Agricole CIB
Société Générale Corporate & Investment Banking

The date of this Base Prospectus is 15 September 2017.

This Base Prospectus (together with any supplements thereto published from time to time
(each a "Supplement" and, together, the "Supplements")) constitutes a base prospectus
for the purposes of Article 5.4 of the Prospectus Directive, and for the purposes of giving
information, with regard to the Issuer and its fully consolidated subsidiaries (the "EDF
Group") and the Notes, which 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 and the rights attached to the Notes.
This Base Prospectus should be read and construed in conjunction with any Supplement
thereto and with any other documents incorporated by reference (see "Documents
Incorporated by Reference"), each of which shall be incorporated in and form part of this
Base Prospectus and, in relation to any Series (as defined herein) of Notes, should be read
and construed together with the relevant Final Terms, the Base Prospectus and the Final
Terms being together, the "Prospectus".
No person has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
document entered into in relation to the Programme or any information supplied by the
Issuer or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the
Issuer, the Dealers or the Arranger.
No representation or warranty is made or implied by the Dealers or any of their respective
affiliates, and none of the Dealers or any of their respective affiliates makes any
representation or warranty or accepts any responsibility, as to the accuracy or
completeness of the information contained in this Base Prospectus. Neither the delivery of
this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this
Base Prospectus is true subsequent to the date thereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial situation of the Issuer since the date thereof or, as the
case may be, the date upon which this Base Prospectus has been most recently amended
or supplemented or that any other information supplied in connection with the Programme
is correct at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. No action has been
taken by the Issuer, the Dealers or the Arranger which would permit a public offering of
any Notes or distribution of this Base Prospectus in any such jurisdiction where action for
that purpose is required. Accordingly no Notes may be offered or sold, directly or
indirectly and neither this Base Prospectus nor any Final Terms or other 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 Dealers have
represented that all offers and sales by them will be made on the same terms. Persons into
whose possession this Base Prospectus or any Final Terms come are required by the
Issuer and the Dealers to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Notes and on the
distribution of this Base Prospectus or any Final Terms and other offering material relating
to the Notes, see "Subscription and Sale".

-3-

TABLE OF CONTENTS

SUMMARY
5
RÉSUMÉ EN FRANCAIS (SUMMARY IN FRENCH)
34
RISK FACTORS
66
DESCRIPTION OF THE PROGRAMME
126
FORWARD-LOOKING STATEMENTS
127
DOCUMENTS INCORPORATED BY REFERENCE
129
SUPPLEMENT TO THE BASE PROSPECTUS
140
TEMPORARY
GLOBAL
CERTIFICATES
ISSUED
IN
RESPECT
OF
MATERIALISED BEARER NOTES
141
TERMS AND CONDITIONS OF THE NOTES
143
USE OF PROCEEDS
186
DESCRIPTION OF THE ISSUER
187
DESCRIPTION DE L'EMETTEUR (DESCRIPTION OF THE ISSUER IN FRENCH)
198
RECENT EVENTS
210
FORM OF FINAL TERMS
255
TAXATION
276
SUBSCRIPTION AND SALE
279
GENERAL INFORMATION
286
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE
PROSPECTUS
290
VISA OF THE AUTORITÉ DES MARCHES FINANCIERS
291

-4-

SUMMARY
The summary set out below complies with the requirements of the Prospectus Directive and
Commission Regulation (EC) no. 809/2004 of 29 April 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 PD Regulation. 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 the
Issuer, it is possible that no relevant information can be given regarding such Element. In this
case a short description of the Element is included in the summary with the mention of 'not
applicable'.
This summary is provided for purposes of the issue by the Issuer of Notes of a denomination
of less than 100,000 which are offered to the public and / or admitted to trading on a
Regulated Market of the European Economic Area (the "EEA"). The issue specific summary
relating to this type of Notes wil be annexed to the relevant Final Terms and wil comprise (i)
the information below with respect to the summary of the Base Prospectus and (i ) the
information below included in the items "issue specific summary".
Section A Introduction and warnings
Element Title

A.1
General
This summary should be read as an introduction to this base
disclaimer
prospectus (this "Base Prospectus").
regarding
the
Any decision to invest in the Notes should be based on a
summary
consideration of the Base Prospectus as a whole by the investor,
including any documents incorporated by reference.
Where a claim relating to the information contained in this Base
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States of the
European Union or the European Economic Area, have to bear
the costs of translating this Base Prospectus before the legal
proceedings are initiated.

Civil liability attaches to the persons who presented the summary,
including any translation thereof, and who requested notification
within the meaning of Article 212-41 of the General Regulations
of the AMF, only if the summary is misleading, inaccurate or
inconsistent when read with other parts of this Base Prospectus
or if it does not provide, when read together with the other parts
of this Base Prospectus, the key information in order to help

-5-

Summary

Element Title

investors when considering whether to invest in the Notes.
A.2
Information In the context of any offer of Notes in France, Belgium and/or the
regarding
Grand Duchy of Luxembourg (the "Public Offer Jurisdictions")

consent by that is not within an exemption from the requirement to publish a
the Issuer prospectus under Directive 2003/71/EC of 4 November 2003, as
to the use amended (the "Prospectus Directive"), (a "Public Offer"), the
of
the Issuer consents to the use of the Base Prospectus and the
Prospectus relevant Final Terms (together, the "Prospectus") in connection
with a Public Offer of any Notes during the offer period specified
in the relevant Final Terms (the "Offer Period") and in the Public
Offer Jurisdiction(s) specified in the relevant Final Terms by:
1.
subject to conditions set out in the relevant Final Terms,
any financial intermediary designated in such Final Terms;
or
2.
if so specified in the relevant Final Terms, any financial
intermediary which satisfies the following conditions: (a)
acts in accordance with all applicable laws, rules,
regulations and guidance of any applicable regulatory
bodies (the "Rules"), from time to time including, without
limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the
Notes by any person and disclosure to any potential
investor; (b) complies with the restrictions which would
apply as if it were a dealer appointed in relation to the
Programme or for a specific issue (a "Dealer"); (c)
ensures that any fee (and any commissions or benefits of
any kind) received or paid by that financial intermediary in
relation to the offer or sale of the Notes is fully and clearly
disclosed to investors or potential investors; (d) holds al
licences, consents, approvals and permissions required in
connection with solicitation of interest in, or offers or sales
of, the Notes under the Rules; (e) retains investor
identification records for at least the minimum period
required under applicable Rules, and shall, if so
requested, make such records available to the relevant
Dealer(s) and the Issuer or directly to the appropriate
authorities with jurisdiction over the Issuer and/or the
relevant Dealer(s) in order to enable the Issuer and/or the
relevant Dealer(s) to comply with anti-money laundering,
anti-bribery and "know your client" rules applying to the
Issuer and/or the relevant Dealer(s); (f) does not, directly
or indirectly, cause the Issuer or the relevant Dealer(s) to
breach any Rule or any requirement to obtain or make
any filing, authorisation or consent in any jurisdiction; and

-6-

Summary

Element Title

(g) satisfies any further conditions specified in the relevant
Final Terms, (in each case an "Authorised Offeror"). For
the avoidance of doubt, none of the Dealers or the Issuer
shall have any obligation to ensure that an Authorised
Offeror complies with applicable laws and regulations and
shall therefore have no liability in this respect.
The consent referred to above relates to Offer Periods (if any)
ending no later than the date falling 12 months from the date of
the approval of the Base Prospectus by the Autorité des marchés
financiers (the "AMF").
An investor intending to acquire or acquiring any Notes from
an Authorised Offeror will do so, and offers and sales of the
Notes to an Investor by an Authorised Offeror will be made,
in accordance with any terms and other arrangements in
place between such Authorised Offeror and such Investor
including as to price allocations and settlement
arrangements (the "Specific Terms of the Public Offer"). The
Issuer will not be a party to any such arrangements with
Investors (other than Dealers) in connection with the offer or
sale of the Notes and, accordingly, the Base Prospectus and
any Final Terms will not contain such information. The
Specific Terms of the Public Offer shall be provided to
Investors by that Authorised Offeror at the time of the Public
Offer. None of the Issuer or any of the Dealers or other
Authorised Offerors shall have any responsibility or liability
for such information.
Issue Specific Summary:1
[In the context of the offer of the Notes in [] ("Public Offer
Jurisdiction[s]") which is not made within an exemption from the
requirement to publish a prospectus under the Prospectus
Directive, as amended (the "Public Offer"), the Issuer consents
to the use of the Prospectus in connection with such Public Offer
of any Notes during the period from [] until [] (the "Offer
Period") and in the Public Offer Jurisdiction[s] by [] / [any
financial intermediary] (the "Authorised Offeror[s]"). [The
Authorised Offeror[s] must satisfy the fol owing conditions: [].]
None of the Dealers or the Issuer shal have any obligation to
ensure that an Authorised Offeror complies with applicable laws
and regulations and shall therefore have no liability in this

1
To be inserted and completed, as the case may be, in the specific summary to be
annexed to the Final Terms of the Notes having a denomination of less than 100,000.

-7-

Summary

Element Title

respect.

The Issuer accepts responsibility, in the Public Offer
Jurisdiction[s], for the content of the Prospectus in relation to any
person (an "Investor") in such Public Offer Jurisdiction[s] to
whom an offer of any Notes is made by any Authorised Offeror
and where the offer is made during the period for which that
consent is given. However, none of the Issuer or any Dealer shal
have any responsibility for any of the actions of any Authorised
Offeror, including compliance by an Authorised Offeror with
applicable conduct of business rules or other local regulatory
requirements or other securities law requirements in relation to
such offer.

An Investor intending to acquire or acquiring any Notes from
an Authorised Offeror will do so, and offers and sales of the
Notes to an Investor by an Authorised Offeror will be made,
in accordance with any terms and other arrangements in
place between such Authorised Offeror and such Investor
including as to price allocations and settlement
arrangements (the "Specific Terms of the Public Offer"). The
Issuer will not be a party to any such arrangements with
Investors (other than Dealers) in connection with the offer or
sale of the Notes and, accordingly, the Base Prospectus and
any Final Terms will not contain such information. The
Specific Terms of the Public Offer shall be provided to
Investors by that Authorised Offeror at the time of the Public
Offer. None of the Issuer or any of the Dealers or other
Authorised Offerors shall have any responsibility or liability
for such information.]/[Not Applicable.]

Section B Issuer
Element Title

B.1
Legal and
The legal and commercial name of the Issuer is "Électricité de
commercial
France". The Issuer is also legally and commercial y known as
name of the
"EDF".
Issuer
B.2
Domicile Legal The Issuer is a limited liability company (a société anonyme)
form/
established under the laws of the Republic of France for a
legislation
period of 99 years from 19 November 2004. It is registered at
Country of
the Trade and Companies Registry of Paris (Registre du
incorporation
Commerce et des Sociétés de Paris) under reference number

-8-

Summary

Element Title

552 081 317 RCS Paris.
The Issuer's registered address is 22-30 avenue de Wagram,
75008 Paris.
B.4b
Known trends The European market and regulatory environment are
currently constraining the economic model of electricity
producers, at a time when significant investment is stil
required to maintain existing assets and, over the longer term,
to renew the generation fleet:

fuel prices are decreasing (oil, gas, coal) and despite a
slight recovery that started at the very end of the year,
the average levels in 2016 were below those in 2015;

CO2 price remains very low, which is inconsistent with
the low carbon and energy transition goals in Europe;

such low CO2 price de facto supports the economic
viability of coal and lignite production means at a time
when electricity demand remains subdued (+0.5%
annual average between 2000 and 2014) and when,
nonetheless, significant subsidised renewable energy
capacity has been connected to the grid. Therefore,
the over-capacity of the European generation fleet,
which could lead to additional massive reductions in
Europe, explains the historical y low electricity market
prices: for instance, in France, whereas they had
settled around 40/MWh in 2015, France N+1
electricity market prices fluctuated between 26 and
33/MWh in the first half of 2016. Since October 2016,
forward market prices for delivery in 2018 rose slightly
and settled around 34-38/MWh.
By way of contrast, electricity consumption is rising fast in
emerging markets, especially in Asia, benefiting the electricity
producers in these regions with forecasts of around +160TWh
per year in China between 2014 and 2040 (+2.35% p. y. on
average) and +44TWh/year in Africa (+4.0% p. y.), versus
+13TWh per year in the European Union (+0.4% p. y.).

In Europe, France and the UK are developing low-carbon
energy independence policies, primarily built around a mix
combining energy efficiency and renewable and nuclear
energies. Thus, the UK, which must undertake a major
renewal of its electricity generation facilities, has established a
market model consistent with this policy (Carbon Price Floor,
Contracts for Difference, capacity market, etc.). In France,
electricity is also used as a driver of the migration to low

-9-

Summary

Element Title

carbon, and the Law of 17 August 2015 on Energy Transition
and Green Growth sets a ceiling of 63.2GW for the nuclear
capacity instal ed in France, which given the evolution in
demand and export capacities suits the development of
renewable energies in the energy mix.

In fact, the agreement reached in Paris at the 21st session of
the Conference of Parties (COP 21) confirms the effort being
made to combat climate change and the ramping up of energy
transitions beyond Europe. The agreement, ratified by 111
countries at the end of November 2016, has entered into
effect. COP 22, held in Morocco in November 2016, confirmed
the roadmap decided in Paris.

Customers are looking to increasingly become stakeholders in
their own production of electricity, through private energy
generation and consumption, and local communities of their
energy policy. These new expectations are forcing energy
producers to come up with new solutions and new, more
decentralised models, facilitated by innovations in
telecommunications and digital technologies and the
emergence of new uses, including electric vehicles.

The electricity sector is thus changing more than ever, at the
centre of medium and long-term societal and technological
trends. Against this background and with this outlook,
European electricity producers have scaled back their
investments and focussed them on targeted segments,
particularly renewable energy, low carbon solutions,
international growth areas, networks, supply to customers and
services.

EDF is thus addressing specific strategic chal enges:

to play a responsible role in the fight against climate
change; to contribute to the achievement of the goals
set out in the Energy Transition and Green Growth
Law in France, in the Climate Change Act in the UK,
and more broadly in the 2020 and 2030 Energy and
Climate Change Packages in the European Union;

to ensure the economic performance and safety of the
nuclear assets;

to innovate in order to set itself apart and to have the
technological and economic capabilities to renew and
expand its generation and the services it offers to

-10-