Obligation Electricite de France (EDF) 4.875% ( US268317AK07 ) en USD

Electricite de France (EDF)

86.83 % ▼

France

US268317AK07 ( en USD )

4.875% par an ( paiement semestriel )

21/01/2044

Prospectus brochure de l'obligation Electricite de France (EDF) US268317AK07 en USD 4.875%, échéance 21/01/2044

2 000 USD

1 000 000 000 USD

268317AK0

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

22/07/2025 ( Dans 130 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 Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US268317AK07, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/01/2044

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US268317AK07, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US268317AK07, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PRICING TERM SHEET
Dated January 13, 2014

EDF S.A.

PART I

$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
(the "Notes")

Issuer ................................................................
EDF S.A.
Issuer's Long-Term Debt
Ratings* ................................................................
Aa3/A+/A+ (Moody's/S&P/Fitch)
Pricing Date ................................
January 13, 2014
Settlement Date ................................
January 22, 2014 (T+6)
Global Coordinators and
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and
Joint Bookrunners ................................
Société Générale
Joint Bookrunners ................................
Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities
LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital
Markets, LLC, Lloyds Bank plc, RBS Securities Inc. and Santander
Investment Securities Inc.
Form of Notes................................
Rule 144A/Regulation S
Title of Securities ................................
$1,000,000,000 aggregate principal amount of 1.150% fixed rate notes due
January 20, 2017 (the "Three-Year Fixed Rate Notes")
$750,000,000 aggregate principal amount of floating rate notes due January
20, 2017 (the "Three-Year Floating Rate Notes")
$1,250,000,000 aggregate principal amount of 2.150% fixed rate notes due
January 22, 2019 (the "Five-Year Fixed Rate Notes")
$1,000,000,000 aggregate principal amount of 4.875% fixed rate notes due
January 22, 2044 (the "Thirty-Year Fixed Rate Notes" and, together with the
Three-Year Fixed Rate Notes and the Five-Year Fixed Rate Notes, the "Fixed
Rate Notes")
Notional A mount ................................
Three-Year Fixed Rate Notes: $1,000,000,000
Three-Year Floating Rate Notes: $750,000,000
Five-Year Fixed Rate Notes: $1,250,000,000

Thirty-Year Fixed Rate Notes: $1,000,000,000
Maturity Date................................
Three-Year Fixed Rate Notes: January 20, 2017
Three-Year Floating Rate Notes: January 20, 2017
Five-Year Fixed Rate Notes: January 22, 2019
Thirty-Year Fixed Rate Notes: January 22, 2044
Interest Rate ................................
Three-Year Fixed Rate Notes: 1.150% per annum, payable semi-annually in
arrears
Three-Year Floating Rate Notes: See Applicable Rate below.
Five-Year Fixed Rate Notes: 2.150% per annum, payable semi-annually in
arrears
Thirty-Year Fixed Rate Notes: 4.875% per annum, payable semi-annually in
arrears
Date Interest Starts
Accruing ................................ January 22, 2014
Reoffer Price To Public ................................
Three-Year Fixed Rate Notes: 99.561% per Note plus accrued interest, if any,
from January 22, 2014
Three-Year Floating Rate Notes: 100.000% per Note plus accrued interest, if
any, from January 22, 2014
Five-Year Fixed Rate Notes: 98.852% per Note plus accrued interest, if any,
from January 22, 2014
Thirty-Year Fixed Rate Notes: 96.726% per Note plus accrued interest, if any,
from January 22, 2014
Benchmark Treasury ................................
Three-Year Fixed Rate Notes: 0.750% due January 15, 2017
Three-Year Floating Rate Notes: Not applicable.
Five-Year Fixed Rate Notes: 1.500% due December 31, 2018
Thirty-Year Fixed Rate Notes: 3.625% due August 15, 2043
Benchmark Treasury
Three-Year Fixed Rate Notes: 100-00; 0.750%
Price and Yield ................................
Three-Year Floating Rate Notes: Not applicable.
Five-Year Fixed Rate Notes: 99-17+; 1.595%
Thirty-Year Fixed Rate Notes: 97-03; 3.789%
Spread to Benchmark
Three-Year Fixed Rate Notes: 55 basis points
Treasury ................................................................
Three-Year Floating Rate Notes: Not applicable.
Five-Year Fixed Rate Notes: 80 basis points
Thirty-Year Fixed Rate Notes: 130 basis points
Reoffer Yield to Maturity ................................
Three-Year Fixed Rate Notes: 1.300%
Three-Year Floating Rate Notes: Not applicable.
Five-Year Fixed Rate Notes: 2.395%
Thirty-Year Fixed Rate Notes: 5.089%
Day Count Fract ion ................................
Three-Year Fixed Rate Notes: 30/360
2

Three-Year Floating Rate Notes: Actual/360
Five-Year Fixed Rate Notes: 30/360
Thirty-Year Fixed Rate Notes: 30/360
Interest Payment and
Three-Year Fixed Rate Notes: January 20 and July 20 to holders of record on
Record Dates................................
January 5 and July 5 immediately preceding the related interest payment date
Three-Year Floating Rate Notes: January 20, April 20, July 20 and October
20 to holders of record on January 5, April 5, July 5 and October 5
immediately preceding the related interest payment date
Five-Year Fixed Rate Notes: January 22 and July 22 to holders of record on
January 7 and July 7 immediately preceding the related interest payment date
Thirty-Year Fixed Rate Notes: January 22 and July 22 to holders of record on
January 7 and July 7 immediately preceding the related interest payment date
First Interest Payment
Three-Year Fixed Rate Notes: July 20, 2014 (for interest accrued from and
Date ................................................................
including January 22, 2014 up to, but excluding, July 20, 2014)
Three-Year Floating Rate Notes: April 20, 2014 (for interest accrued from
and including January 22, 2014 up to, but excluding, April 20, 2014)
Five-Year Fixed Rate Notes: July 22, 2014 (for interest accrued from and
including January 22, 2014 up to, but excluding, July 22, 2014)
Thirty-Year Fixed Rate Notes: July 22, 2014 (for interest accrued from and
including January 22, 2014 up to, but excluding, July 22, 2014)
Applicable Rate ................................
The Three-Year Floating Rate Notes will bear interest at a rate per annum,
reset quarterly, equal to LIBOR plus 0.460%, as determined by the Fiscal
Agent.
"LIBOR", with respect to an Interest Period, is the rate (expressed as a
percentage per annum) for three-month U.S. dollar deposits beginning on the
day that is two London Banking Days after the Determination Date that
appears on the Reuters "LIBOR01" Page as at approximately 11:00 a.m.
(London time) on the Interest Determination Date in question. If the Reuters
screen does not include such a rate or is unavailable on a Determination Date,
the Fiscal Agent will request the principal London office of each of the four
major banks in the London interbank market, as selected by the Fiscal Agent
(at the written direction of the Issuer), to provide such bank's offered
quotation (expressed as a percentage per annum) as of approximately 11:00
a.m., London time, on such Determination Date, to prime banks in the London
interbank market for deposits in a Representative Amount in U.S. dollars for a
three-month period beginning on the second London Banking Day after the
Determination Date. If at least two such offered quotations are so provided,
the rate for the Interest Period will be the arithmetic mean of such quotations.
If fewer than two such quotations are so provided, the Fiscal Agent will
request each of three major banks in New York City, as selected by the Fiscal
Agent (at the written direction of the Company), to provide such bank's rate
(expressed as a percentage per annum), as of approximately 11:00 a.m., New
York City time, on such Determination Date, for loans in a Representative
Amount in U.S. dollars to leading European banks for a three-month period
beginning on the second London Banking Day after the Determination Date. If
at least two such rates are so provided, the rate for the Interest Period will be
the arithmetic mean of such rates. If fewer than two such rates are so provided
then the rate for the Interest Period will be the rate in effect with respect to the
immediately preceding Interest Period.
3

"Determination Date", with respect to an Interest Period, will be the day that
is two London Banking Days preceding the first day of such Interest Period.
"Interest Period" means the period commencing on and including an interest
payment date and ending on and including the day immediately preceding the
next succeeding interest payment date.
"London Banking Day" means any day on which dealings in U.S. dollars are
transacted or, with respect to any future date, are expected to be transacted in
the London interbank market.
"Representative Amount" means the principal amount of not less than
US$1,000,000 for a single transaction in the relevant market at the relevant
time.
"Reuters LIBOR01 Page" means the display so designated on the Reuters
3000 Xtra (or such other page as may replace that page on that service, or such
other service as may be nominated as the information vendor, for the purpose
of displaying rates or prices comparable to the London Interbank Offered rate
for U.S. dollar deposits).
Interest Amount................................
The Fiscal Agent shall, as soon as practicable after 11:00 a.m. (London Time)
on each Determination Date, determine the Applicable Rate and calculate the
aggregate amount of interest payable in respect of the following Interest
Period (the "Interest Amount"). The Interest Amount shall be calculated by
applying the relevant rate to the principal amount of each Three-Year Floating
Rate Note outstanding at the commencement of the Interest Period,
multiplying each such amount by the actual number of days in the Interest
Period concerned divided by 360 and rounding the resultant figure upwards to
the nearest available currency unit. The determination of the Applicable Rate
and the Interest Amount by the Fiscal Agent shall, in the absence of willful
default, bad faith or manifest error, be final and binding on all parties. In no
event will the rate of interest on the Three-Year Floating Rate Notes be higher
than the maximu m rate permitted by law, provided, however, that the Fiscal
Agent shall be under no obligation to make such maximu m rate determination.
If the due date for any payment in respect of any Three-Year Floating Rate
Note is not a Business Day (as defined below), the Holder thereof will not be
entitled to payment of the amount due until the next succeeding Business Day,
and will not be entitled to any further interest or other payment as a result of
any such delay.
Interest on the Fixed Rate Notes will be calculated on the basis of a 360-day
year of twelve 30-day months.
If the due date for any payment in respect of any Fixed Rate Note is not a
Business Day (as defined below), the Holder thereof will not be entitled to
payment of the amount due until the next succeeding Business Day, and will
not be entitled to any further interest or other payment as a result of any such
delay.
Rule 144A CUSIP................................
Three-Year Fixed Rate Notes: 268317AG9
Three-Year Floating Rate Notes: 268317AH7
Five-Year Fixed Rate Notes: 268317AJ3
Thirty-Year Fixed Rate Notes: 268317AK0
Regulation S CUSIP ................................
Three-Year Fixed Rate Notes: F2893TAG1
Three-Year Floating Rate Notes: F2893TAH9
4

Five-Year Fixed Rate Notes: F2893TAJ5
Thirty-Year Fixed Rate Notes: F2893TAK2
Rule 144A ISIN................................
Three-Year Fixed Rate Notes: US268317A G94
Three-Year Floating Rate Notes: US268317AH77
Five-Year Fixed Rate Notes: US268317AJ34
Thirty-Year Fixed Rate Notes: US268317AK07
Regulation S ISIN................................
Three-Year Fixed Rate Notes: USF2893TAG16
Three-Year Floating Rate Notes: USF2893TAH98
Five-Year Fixed Rate Notes: USF2893TAJ54
Thirty-Year Fixed Rate Notes: USF2893TAK28
Rule 144A Common
Three-Year Fixed Rate Notes: 101886409
Code ................................................................
Three-Year Floating Rate Notes: 101886433
Five-Year Fixed Rate Notes: 101886450
Thirty-Year Fixed Rate Notes: 101886476
Regulation S Common
Three-Year Fixed Rate Notes: 101886425
Code ................................................................
Three-Year Floating Rate Notes: 101886441
Five-Year Fixed Rate Notes: 101886468
Thirty-Year Fixed Rate Notes: 101886484
Business Day Convention ................................
A day other than a Saturday, Sunday or other day on which commercial
banking institutions are authorized or required by law to close in New York
City or Paris, France.
Denominations ................................
$2,000 and integral multiples of $1,000 in excess thereof
Clearing System(s) ................................
DTC and its participants, including Euroclear Bank S.A./N.V., as operator of
the Euroclear System ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg").
Ranking................................................................
The Notes will be the Issuer's senior unsecured obligations, ranking equally in
right of payment with all of the Issuer's existing and future senior unsecured
debt (save for certain mandatory exemptions provided by French law). The
Notes will rank equally with each other.
Additional Amounts ................................
All payments in respect of the Notes will be made without withholding or
deduction for any taxes or other governmental charges, except to the extent
required by law. If withholding or deduction is required by law, subject to
certain exceptions, the Issuer will pay additional amounts so that the net
amount Holders receive is no less than the amount that Holders would have
received in the absence of such withholding or deduction.
Tax Redemptions ................................
The Issuer may redeem all, in whole or in part, of any series of the Notes at a
redemption price of 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to (but excluding) the redemption date, if the Issuer or
any surviving entity would become obligated to pay certain additional
amounts, as described above, as a result of certain changes in tax laws or
certain other circumstances.
Transfer Restrict ions ................................
The Notes have not been registered under the Securities Act or any other
applicable securities laws and are subject to restrictions on transferability and
5

resale.
No Prior Market ................................
The Notes will be new securities for which there is currently no market.
Additional Offerings ................................
Concurrent with this offering, the Issuer is contemplating an offering of $-
denominated reset perpetual subordinated notes to investors inside and outside
the United States, and is also contemplating an offering of - and/or £-
denominated reset perpetual subordinated notes to investors outside the United
States.
Listing ................................................................
None.
Stabilization Manager ................................
Citigroup Global Markets Inc.
Fiscal Agent ................................
Deutsche Bank Trust Company Americas
Paying Agent ................................
Deutsche Bank Trust Company Americas
Govern ing Law................................
The Fiscal Agency Agreement and the Notes will be governed by the laws of
the State of New York.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time.
The information in this pricing term sheet supplements the Issuer's preliminary offering
memorandum, dated January 9, 2014 (the "Preliminary Offering Memorandum"), and supersedes
the information in the Preliminary Offering Memorandum to the extent inconsistent with the
information in the Preliminary Offering Memorandum. Except as stated herein, this pricing term
sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. You may
obtain a copy of the Preliminary Offering Memorandum and Final Offering Memorandum (when
available) for this transaction by calling Citigroup Global Markets Inc. at 1-800-831-9146, Credit
Suisse Securities (USA) LLC at 1-800-221-1037 or Société Générale at 1-855-881-2108.
Delivery of the Notes will be made against payment therefor on January 22, 2014, which will be six
business days following the date of pricing of the Notes hereof (this settlement cycle being referred to as
"T+6"). Under Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934, trades of securities in the secondary market generally are required to settle in three business
days, referred to as T+3, unless the parties to a trade agree otherwise. Accordingly, purchasers who wish to
trade at the commencement of trading will be required, by virtue of the fact that the Notes initially will
settle in T+6, to specify an alternative settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisor.
This notice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The
Notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions outside the
United States in accordance with Regulation S thereunder. The securities have not been registered under
the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S.
persons absent registration or an applicable exemption from the registration requirements of the Securities
Act. The Securities have not been approved or disapproved by the SEC or any state securities commission,
nor has the SEC or any state securities commission passed upon the accuracy or adequacy of t he Offering
Memorandum. Any representation to the contrary is a criminal offense.
Any disclaimer or other notice that may appear below is not applicable to this communication and should
be disregarded. Such disclaimer or notice was automatically generated as a result of this communication
being sent by Bloomberg or another email system.

6

EDF S.A.

PART II

$700,000,000 6.000% Fixed Rate Notes due January 22, 2114

Issuer ................................................................ EDF S.A.
Issuer's Long-Term Debt Ratings*..................
Aa3/A+/A+ (Moody's/S&P/Fitch)
Pricing Date .........................................................
January 13, 2014
Settlement Date ...................................................
January 22, 2014 (T+6)
Global Coordinators and Joint
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
Bookrunners.........................................................
LLC and Société Générale
Joint Bookrunners ...............................................
Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated
Form of Notes................................................ Rule 144A/Regulation S
Title of Securities ................................................
$700,000,000 aggregate principal amount of 6.000% fixed rate
notes due January 22, 2114 (the "Hundred-Year Fixed Rate
Notes").
Notional A mount ................................................
$700,000,000
Maturity Date.......................................................
January 22, 2114
Interest Rate .........................................................
6.000% per annum, payable semi-annually in arrears
Date Interest Starts Accruing ............................
January 22, 2014
Reoffer Price To Public ................................ 96.953% per Hundred-Year Fixed Rate Note plus accrued
interest, if any, from January 22, 2014
Benchmark Treasury ..........................................
3.625% due August 15, 2043
Benchmark Treasury Price and Yield .............
97-03; 3.789%
Spread to Bench mark Treasury ........................
240 basis points
Reoffer Yield to Maturity ................................6.189%
Day Count Fract ion ............................................
30/360
Interest Payment and Record Dates .................
January 22 and July 22 to holders of record on January 7 and
July 7 immediately preceding the related interest payment date
First Interest Payment Date ...............................
July 22, 2014 (for interest accrued from and including January
22, 2014 up to, but excluding, July 22, 2014)
Rule 144A CUSIP...............................................
268317AL8
Regulation S CUSIP ...........................................
F2893TAL0
Rule 144A ISIN...................................................
US268317A L89
Regulation S ISIN...............................................
USF2893TAL01
7

Business Day Convention ................................
Any day other than a Saturday, Sunday or other day on which
commercial banking institutions are authorized or required by
law to close in New York City or Paris, France.
Denominations ....................................................
$2,000 and integral multiples of $1,000 in excess thereof
Clearing System(s) ............................................
DTC and its participants, including Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream,
Luxembourg").
Ranking................................................................
The Hundred-Year Fixed Rate Notes will be senior obligations
of the Issuer and will rank equally in right of payment with all
existing and future senior unsecured indebtedness of the Issuer
(save for certain mandatory exemptions provided by French
law).
Additional Amounts ...........................................
All payments in respect of the Hundred-Year Fixed Rate Notes
will be made without withholding or deduction for any taxes or
other governmental charges, except to the extent required by
law. If withholding or deduction is required by law, subject to
certain exceptions, the Issuer will pay additional amounts so that
the net amount you receive is no less than the amount that you
would have received in the absence of such withholding or
deduction.
Tax Redemptions ................................................
The Issuer may redeem all, in whole or in part, of any series of
the Hundred-Year Fixed Rate Notes at a redemption price of
100% of the principal amount thereof, plus accrued and unpaid
interest, if any, to (but excluding) the redemption date, if the
Issuer or any surviving entity would become obligated to pay
certain additional amounts, as described above, as a result of
certain changes in tax laws or certain other circumstances.
The redemption of the Hundred-Year Fixed Rate Notes upon a
Change in Tax Law should not be a taxable event to Holders of
the Hundred-Year Fixed Rate Notes if the Hundred-Year Fixed
Rate Notes are properly treated as debt when redemption is
exercised. The redemption of the Hundred-Year Fixed Rate
Notes may, however, be a taxable event to Holders if the
Hundred-Year Fixed Rate Notes are treated as equity for Unites
States federal income tax purposes before the redemption. You
are urged to consult your own tax advisor regarding the
possibility that the redemption of the Hundred-Year Fixed Rate
Notes will be a taxable event.
Mandatory Redemption ................................ If, as of the Corporation Life Determination Date (as defined
below), the termination date of the Issuer's corporate life (as
such date may be modified or extended by the extraordinary
general shareholders' meeting in accordance with article 1844-6
of the French Code Civil, the "Corporation Life Expiration
Date") fal s prior to the Maturity Date of the Hundred-Year
Fixed Rate Notes, the Issuer will be obligated to exercise an
early redemption of the Hundred-Year Fixed Rate Notes in
whole on the date (the "Mandatory Early Redemption Date")
that is the interest payment date next preceding the Corporation
Life Expiration Date. The Corporation Life Determination Date
shall be the date that is 90 calendar days prior to the Mandatory
Early Redemption Date or, if such day is not a Business Day, on
8

the next preceding Business Day. The redemption amount shall
be 100% of the principal amount of the Hundred-Year Fixed
Rate Notes being redeemed, plus accrued and unpaid interest, if
any, to (but excluding) the Mandatory Early Redemption Date.
The notice period shall be not less than 30 nor more than 60
calendar days prior to such Mandatory Early Redemption Date.
As of the date of this pricing term sheet, the duration of the
Issuer is set at 99 years starting from November 19, 2004. As
such, unless the Issuer's corporate life is modified or extended,
the Corporation Life Determination Date will be April 23, 2103,
the Corporation Life Expiration Date will be November 18,
2103 and the Mandatory Early Redemption Date will be July 22,
2103.
Transfer Restrict ions ..........................................
The Hundred-Year Fixed Rate Notes have not been registered
under the Securities Act or any other applicable securities laws
and are subject to restrictions on transferability and resale.
No Prior Market ..................................................
The Hundred-Year Fixed Rate Notes will be new securities for
which there is currently no market.
Additional Offerings ..........................................
Concurrent with this offering, the Issuer is contemplating an
offering of $-denominated reset perpetual subordinated notes to
investors inside and outside the United States, and is also
contemplating an offering of - and/or £-denominated reset
perpetual subordinated notes to investors outside the United
States.
Listing ................................................................Not applicable.
Stabilization Manager ........................................
Citigroup Global Markets Inc.
Fiscal Agent .........................................................
Deutsche Bank Trust Company Americas
Paying Agent .......................................................
Deutsche Bank Trust Company Americas
Govern ing Law....................................................
The Fiscal Agency Agreement and the Hundred-Year Fixed
Rate Notes will be governed by the laws of the State of New
York.

In addition, the following important considerations apply to the Hundred-Year Fixed Rate Notes:
Risk Factors
The Hundred-Year Fixed Rate Notes will not mature until one hundred years after the original issue date

If the Issuer does not redeem the Hundred-Year Fixed Rate Notes prior to maturity, the Hundred-
Year Fixed Rate Notes will not mature until January 22, 2114 (approximately one hundred years after the
original issue date). You should consider the potential full lifetime of the Hundred-Year Fixed Rate Notes
when making an investment decision.
The Hundred-Year Fixed Rate Notes may not be respected as indebtedness for United States federal income
tax purposes

As described below under "U.S. Federal Income Tax Considerations", the Hundred-Year Fixed
Rate Notes may not be respected as indebtedness for United States federal income tax purpos es. A
characterization of the Hundred-Year Fixed Rate Notes as equity may have adverse United States federal
income tax consequences.
Taxation in France
9

The following is a summary of certain French tax considerations relating to the purchase,
ownership and disposition of the Hundred-Year Fixed Rate Notes by a beneficial holder of the Hundred-
Year Fixed Rate Notes which (i) is not a French resident for tax purposes, (ii) does not hold the Hundred-
Year Fixed Rate Notes in connection with a permanent establishment or a fixed base in France and (iii)
does not currently hold shares of the Issuer and are not otherwise affiliated with the Issuer, including
within the meaning of Article 39,12 of the French General Tax Code (code général des impôts, the
"French General Tax Code") (such holder being hereafter referred to as a "Non-French Holder"). This
summary is based on the tax laws and regulations of France, as currently in effect and applied by the
French tax authorities, all of which are subject to change or to different interpretation. This summary is for
general information and does not purport to address all French tax considerations that may be relevant to
specific holders in light of their particular situation. Furthermore, this summary does not address any
French wealth tax, estate or gift tax considerations. Persons considering the purchase of Hundred-Year
Fixed Rate Notes should consult their own tax advisers as to French tax considerations relating to the
purchase, ownership and disposition of Hundred-Year Fixed Rate Notes in light of their particular
situation.
Withholding Tax on payments made by the Issuer
Payments of interest and other revenues with respect to debt securities issued on or after March 1, 2010
(other than debt securities which are consolidated (assimilables for the purpose of French law) and form a
single series with debt securities issued prior to March 1, 2010 having the benefit of Article 131 quater of
the French General Tax Code, the tax considerations of which are not described herein ) will not be subject
to the withholding tax set out under Article 125 A III of the French General Tax Code unless such
payments are made outside France in a non-cooperative State or territory within the meaning of Article
238-0 A of the French General Tax Code (a "Non-Cooperati ve State"). If such payments under the debt
securities are made in a Non-Cooperative State, a 75% withholding tax will be applicable (subject to certain
exceptions and to the more favorable provisions of any applicable double tax tre aty) by virtue of Article
125 A III of the French General Tax Code. The list of Non-Cooperative States is published in a ministerial
decree and updated annually.
Furthermore, pursuant to Article 238 A of the French General Tax Code, interest and other rev enues on
such debt securities are not deductible from the taxable income of the Issuer if they are paid or accrued to
persons established or domiciled in a Non-Cooperative State or paid to a bank account opened in a financial
institution located in such a Non-Cooperative State. Under certain conditions, any such non -deductible
interest and other revenues may be re-characterized as constructive dividends pursuant to Articles 109 et
seq. of the French General Tax Code, in which case such non -deductible interest and other revenues may be
subject to the withholding tax set out under Article 119 bis 2 of the French General Tax Code, at a rate of
30% or 75%, subject to more favorable provisions of any applicable tax treaty.
Notwithstanding the foregoing, none of the 75% withholding tax set out under Article 125 A III of the
French General Tax Code, the non-deductibility of the interest and other revenues of such debt securities or
the withholding tax provided under Article 119 bis 2 of the French General Tax Code that may be levied as
a result of such non-deductibility, to the extent the relevant interest or revenues relate to genuine
transactions and are not in an abnormal or exaggerated amount, will apply if the Issuer can prove that the
principal purpose and effect of a particular issue of debt securities was not that of allowing the payments of
interest or other revenues to be made in a Non-Cooperative State (the "Exception"). Pursuant to French tax
administrative guidelines (Bulletin Officiel des Finances Publiques-Impôts BOI-INT-DG-20-50-20120912,
BOI-RPPM-RCM -30-10-20-50-20120912 and its annexes BOI-ANNX-000364-20120912 and BOI-
ANNX-000366-20120912 and BOI-IR-DOMIC-10-20-60-20130121) (the "Administrative Guidelines"),
an issue of debt securities will benefit from the Exception without Issuer having to provide any proof of the
purpose and effect of such issue of debt securities, if such debt securities are:
a.
offered by means of a public offer within the meaning of Article L. 411-1 of the French Monetary
and Financial Code or pursuant to an equivalent offer in a State other than a Non -Cooperative State. For
this purpose, an "equivalent offer" means any offer requiring registration or submission of an offer
document by or with a foreign securities market authority; or
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