Bond Electricite de France (EDF) 5.6% ( USF2893TAE67 ) in USD

Electricite de France (EDF)

99.84 % ▼

France

USF2893TAE67 ( in USD )

5.6% per year ( payment 2 times a year)

27/01/2040

Prospectus brochure of the bond Electricite de France (EDF) USF2893TAE67 en USD 5.6%, maturity 27/01/2040

2 000 USD

850 000 000 USD

F2893TAE6

BBB ( Lower medium grade - Investment-grade )

N/A

27/07/2025 ( In 135 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 Electricite de France (EDF) ( France ) , in USD, with the ISIN code USF2893TAE67, pays a coupon of 5.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/01/2040
The Bond issued by Electricite de France (EDF) ( France ) , in USD, with the ISIN code USF2893TAE67, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

OFFERING MEMORANDUM
CONFIDENTIAL

EDF S.A.
$2,250,000,000
consisting of
$1,400,000,000 4.600% Fixed Rate Notes due 2020
$850,000,000 5.600% Fixed Rate Notes due 2040
_______________

The 4.600% fixed rate notes due January 27, 2020 (the "Ten-Year Notes") will bear interest at a rate of
4.600% per year and the 5.600% fixed rate notes due January 27, 2040 (the "Thirty-Year Notes" and, together
with the Ten-Year Notes, the "Notes") will bear interest at a rate of 5.600% per year. Interest on the Notes will be
payable semi-annually on January 27 and July 27 of each year, beginning on July 27, 2010. The first interest
payment will be for interest accrued from and including January 26, 2010 up to, but excluding, July 27, 2010.
The Notes will not be redeemable prior to maturity except that we may redeem all of the Notes of any series 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.
The Notes will be our 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 22 of this offering
memorandum and Section 4.2 "Risk Factors" starting on page 17 of the English translation of the 2008
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 (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 $1,400,000,000 4.600% Notes due 2020: 99.564% plus accrued interest, if any, from January 26, 2010
Price of the $850,000,000 5.600% Notes due 2040: 99.124 % plus accrued interest, if any, from January 26, 2010

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 26, 2010.
_______________
Joint Book-Running Managers
BofA Merrill Lynch
Credit Suisse
Goldman Sachs International
J.P. Morgan
Morgan Stanley
______________
The date of this offering memorandum is January 21, 2010.

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 Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs
International, J.P. Morgan Securities Inc., and Morgan Stanley & Co. Incorporated (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, BANC OF AMERICA SECURITIES LLC, 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") or
(ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order (high net worth
companies, unincorporated associations, etc.) (all such persons 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 in any Member State of the European Economic Area ("EEA") which has
implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in that 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 Article 3 of 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 in circumstances in which an obligation arises for the Issuer or the Initial Purchasers to publish a
prospectus for such offer.
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, sales and distributions of the Notes in France will be made only
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), all as defined in, and in accordance with, Articles L.411-1, L.411-2,
D.411-1, D.411-2, 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
and L.621-8 of the Code monétaire et financier).
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
WARNING The contents of this document have not been reviewed by any regulatory authority in Hong
Kong. You are advised to exercise caution in relation to this offer. If you are in any doubt about any of the
contents of this document, you should obtain independent professional advice.

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
RECENT DEVELOPMENTS AND OUTLOOK...................................................................................................14
RISK FACTORS......................................................................................................................................................22
USE OF PROCEEDS...............................................................................................................................................24
EXCHANGE RATE INFORMATION...................................................................................................................25
CAPITALIZATION AND INDEBTEDNESS........................................................................................................26
DESCRIPTION OF NOTES ...................................................................................................................................28
BOOK-ENTRY; DELIVERY AND FORM ...........................................................................................................37
TAXATION .............................................................................................................................................................42
PLAN OF DISTRIBUTION ....................................................................................................................................46
TRANSFER RESTRICTIONS................................................................................................................................50
ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS..............................................54
VALIDITY OF THE NOTES..................................................................................................................................55
INDEPENDENT ACCOUNTANTS.......................................................................................................................56

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, 2009 (the "June 2009
Half-Year Financial Report") except for chapter 2, section 15, relating to financial outlook of the
Group; the June 2009 Half-Year Financial Report, as incorporated by reference herein, includes the
unaudited interim consolidated financial statements of the EDF Group as of June 30, 2009 (the
"Unaudited Interim Consolidated Financial Statements");
·
The English translation of EDF's Document de Référence for the year ended December 31, 2008 filed
with the AMF on April 14, 2009 under number D.09-0243 (the "2008 Document de Référence"),
except for (i) Chapter 1 of the 2008 Document de Référence relating to the declaration of
responsibility of EDF's Chairman regarding the content of the 2008 Document de Référence and
(ii) Chapter 13 of the 2008 Document de Référence relating to the financial outlook of the Group. The
2008 Document de Référence, as incorporated by reference herein, includes the audited consolidated
financial statements of the EDF Group for the year ended December 31, 2008 (the "2008
Consolidated Financial Statements") and incorporates by reference therein the audited consolidated
financial statements of the EDF Group for the years ended December 31, 2007 (the "2007
Consolidated Financial Statements") and December 31, 2006 (the "2006 Consolidated Financial
Statements");
·
The English translation of the update to the 2008 Document de Référence, the French version of which
was filed with the AMF on May 15, 2009 under number D.09-0243-A01 (the "Update"), except for
(i) Chapter 1 of the Update, relating to the declaration of responsibility of EDF's Chairman regarding
the content of the Update and (ii) Chapter 13 of the Update relating to the financial outlook of the
Group ; and
·
The English translation of EDF's Document de Référence for the year ended December 31, 2007
registered with the AMF on April 14, 2008 under number R. 08 022 (the "2007 Document de
Référence"), as updated on August 26, 2008, except for (i) Chapter 1 of the 2007 Document de
Référence relating to the declaration of responsibility of EDF's Chairman regarding the content of the
2007 Document de Référence and (ii) Chapter 13 of the 2007 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. 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 2008 Consolidated Financial Statements, the 2007 Consolidated Financial Statements, the 2006
Consolidated Financial Statements and the Unaudited Interim Consolidated Financial Statements (including
comparable figures for the six-month period ended June 30, 2008), 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 EBITDA, net income
excluding non-recurring items, operating cash flow 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 prospective investors in the Notes 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 and Section 6.1
"Strategy" of the 2008 Document de Référence) contains certain forward-looking statements and information
relating to the Issuer that are based on beliefs of its management, as well as assumptions made by and
information currently available to the Issuer. When used in this offering memorandum, words such as
"anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "outlook", "target", "objective" and
similar expressions, as they relate to the Issuer or its management, are intended to identify forward-looking
statements. Such statements reflect the current views of the Issuer with respect to future events and are subject
to certain risks, uncertainties and assumptions. Many factors, a number of which are outside of our control,
could cause the actual results, performance or achievements of the Issuer to be materially different from any
future results, performance or achievements that may be expressed or implied by such forward-looking
statements, including, among others, changes in the economic and commercial environment or in applicable
laws and regulations, as well as changes with respect to the factors set forth under "Risk Factors" in this offering
memorandum or in Section 4.2 "Risk Factors" of the 2008 Document de Référence. Any forward-looking
statements are qualified in their entirety by reference to these factors. Should one or more of these or other risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those described in this offering memorandum as anticipated, believed, estimated, expected,
3

intended, planned or projected, and therefore the Issuer cautions you against relying on any of these forward-
looking statements. The Issuer does not intend or assume any obligation to update or revise these forward-
looking statements after the date of this offering memorandum in light of developments which differ from those
anticipated.
4

SUMMARY
This summary highlights some information presented elsewhere in this offering memorandum including in
the June 2009 Half-Year Financial Report, the 2008 Document de Référence and the 2007 Document de
Référence, each of which is incorporated by reference herein. This summary may not contain all of the
information that is important to you. You should read the following summary together with the more detailed
information regarding the Issuer and the Notes being sold in this offering presented in this offering
memorandum, including in the documents incorporated by reference herein. The Group draws the attention of
prospective investors to the fact that, except as otherwise indicated, all of the information contained in this
summary is provided as of December 31, 2008.
GENERAL INTRODUCTION TO THE EDF GROUP
The EDF Group is an integrated energy company with a presence in a wide range of electricity-related
businesses: generation, transmission, distribution, sale and energy trading. It is France's leading electricity
operator and has a strong position in the three other main European markets (Germany, the United Kingdom and
Italy), making it one of Europe's leading electrical concerns as well as a recognized player in the gas industry.
Since July 1, 2007, the EDF Group has to conduct its business in a European market that is completely open to
competition.
With worldwide installed power capacity totaling 127.1 GW (124.8 GW in Europe) and global generation
of 609.9 TWh as of December 31, 2008, it has the largest generating capacity of all the major European energy
corporations with the lowest level of CO2 emissions due to the significant proportion of nuclear and
hydroelectric power in its generation mix. The EDF Group supplied in 2008 gas, electricity, and associated
services to more than 38 million customers accounts worldwide and in Europe (including more than 28 million
in France).
The EDF Group's businesses reflect its adoption of a model aimed at finding the best balance between
French and international activities, and between competitive and regulated operations. For the year ended
December 31, 2008 and the six-month period ended June 30, 2009, the Group's consolidated revenues were
64.3 billion and 34.9 billion, respectively, its net income (Group share) was 3.4 billion and 3.1 billion,
respectively, and its operating profit before depreciation and amortization ("EBITDA") was 14.2 billion and
10.1 billion, respectively.1
Shares of EDF have been listed on Euronext Paris since November 2005. Pursuant to the Law of August 9,
2004, the French State is EDF's principal shareholder and must remain the holder of more than 70% of its share
capital. As of the date of this offering memorandum, the French State owns 84.48% of EDF's share capital.
For a discussion of the EDF Group's strategy, see Section 6.1 "Strategy" of the 2008 Document de
Référence.
For a discussion of the EDF Group's Outlook, see section "Recent Developments and Outlook" of this
offering memorandum.
MANAGEMENT
Since November 20, 2004, EDF has been a French société anonyme with a Board of Directors.
EDF's Board of Directors is comprised of 18 members, one third of whom are representatives of the
employees. The remaining two thirds are persons appointed by the shareholders' meeting upon the proposal of
the Board of Directors, subject however to the representatives of the French State who are appointed by decree.
As of the date of this offering memorandum, the French State has appointed six representatives by decree to the

1 Figures as of June 30, 2009 have been established in accordance with revised IAS 23, "Borrowing costs" (see notes 1 and
2 to the consolidated half-year financial statements as at June 30, 2009). Figures previously published for the first halfyear
of 2008 have been adjusted for the impact of application of revised IAS 23. Except as otherwise indicated, figures as of
December 31, 2008, 2007 or 2006 provided in this offering memorandum have not been adjusted for the impact of
application of revised IAS 23.

5

Board of Directors. Consequently, six of the members of EDF's current Board of Directors have been appointed
by the shareholders' meeting upon the proposal of the Board of Directors.
The Chairman of the Board, who holds the title of Chairman and Chief Executive Officer (Président
Directeur Général), is appointed by decree upon proposal of the Board of Directors. Mr Henri Proglio is the
Chairman of the Board and Chief Executive Officer of EDF.

6