I MANAGEMENT REPORT ¹

I.1	Revenues and earnings trends	3
I.2	Business trends	5
I.3	Other income statement items	12
I.4	Changes in net debt	13
I.5	Other items in the statement of financial position	16
I.6	Pro forma financial statements including the SUEZ Environnement company group as an
	associate	17
I.7	Parent company financial statements	19
I.8	Outlook	20

CONSOLIDATED FINANCIAL STATEMENTS 21

Income statement	22
Statement of comprehensive income	23
Statement of financial position	24
Statement of changes in equity	26
Statement of cash flows	28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29

MANAGEMENT REPORT

I.1	REVENUES AND EARNINGS TRENDS	3	I.6	PRO FORMA FINANCIAL STATEMENTS
I.2	BUSINESS TRENDS	5		INCLUDING THE SUEZ ENVIRONNEMENT COMPANY GROUP AS AN ASSOCIATE
I.3	OTHER INCOME STATEMENT ITEMS	12	I.7	PARENT COMPANY FINANCIAL
I.4	CHANGES IN NET DEBT	13		STATEMENTS
I.5	OTHER ITEMS IN THE STATEMENT OF		I.8	OUTLOOK
	FINANCIAL POSITION	16

		PAGE			PAGE
I.1	REVENUES AND EARNINGS TRENDS	3	I.6	PRO FORMA FINANCIAL STATEMENTS
I.2	BUSINESS TRENDS	5		INCLUDING THE SUEZ ENVIRONNEMENT COMPANY GROUP AS AN ASSOCIATE	17
I.3	OTHER INCOME STATEMENT ITEMS	12	I.7	PARENT COMPANY FINANCIAL
I.4	CHANGES IN NET DEBT	13		STATEMENTS	19
I.5	OTHER ITEMS IN THE STATEMENT OF		I.8	OUTLOOK	20

Data included in the income statement, statement of financial reported basis and 3.4% on an organic basis to €7.2 billion. The position and statement of cash flows for the year ended decrease in EBITDA was mitigated by lower depreciation and December 31, 2013 are based on unaudited pro forma figures(1) calculated as if SUEZ Environnement had been accounted for using losses recognized at end-2013. Adjusted for climatic conditions in the equity method as of January 1, 2013. The basis used to prepare France and the gas price "catch-up", this indicator was up 8.2% on this pro forma data is disclosed in Section 6 of this report. In an organic basis. addition, the 2013 data have been restated due to the application of Net income Group share totaled €2.4 billion in 2014, up the new consolidation standards and incorporate the new definition €12.1 billion on a reported basis compared with 2013. 2013 was

2014 was marked by a particularly mild climate in Europe as well as Group share by €12.7 billion. the shutdown of the Doel 3 and Tihange 2 nuclear power plants on Net recurring income Group share amounted to €3.1 billion in March 26, 2014, followed by the Doel 4 plant between August 5 2014, down €0.3 billion year on year. The decline in current

Revenues fell by 6.6% on a reported basis to €74.7 billion (down by using the equity method was offset to a large extent by lower 7.2% on an organic basis) compared with 2013. This decrease is recurring financial expenses thanks to more active debt due in particular to the impact of climatic conditions on sales of management and a lower recurring tax expense. natural gas in France (2014 was particularly mild compared with Cash flow from operations amounted to €7.9 billion, down 2013) and lower electricity market prices in Europe. Adjusted for €2.4 billion compared with 2013. This decrease is mainly due to the climate impacts in France and the gas price "catch-up" recorded in fall in cash generated from operations before income tax and 2013, which had a €2.3 billion impact, revenues were down by working capital requirements, and the change in working capital

EBITDA, which amounted to €12.1 billion for the year, was down changes in oil prices on margin calls. This was partially offset by 6.7% on a reported basis (organic decrease of 4.2%). Adjusted for lower interest payments thanks to the decrease in average net debt. climatic conditions in France and the gas price "catch-up" recorded Net debt stood at €27.5 billion at end-December 2014, down in 2013 with a total €815 million year-on-year impact, EBITDA was €1.3 billion year on year, reflecting the following items: (i) cash up 2.4% on an organic basis. This indicator was boosted by the generated from operations before income tax and working capital positive impact of the commissioning of new assets, a strong requirements for the year (€11.8 billion) and the issue of hybrid operating performance, the positive results of the Group's Perform notes also called deeply-subordinated perpetual notes by GDF 2015 plan and the positive variation in net additions to provisions SUEZ SA at the beginning of June (€2.0 billion); (ii) this was offset by compared with 2013, which were partially offset by outages at the change in working capital requirements (€1.2 billion), net certain nuclear power plants, the fall in electricity market prices in investments (including changes in scope of consolidation) carried

Current operating income after share in net income of entities GDF SUEZ SA shareholders (€2.8 billion) and to non-controlling accounted for using the equity method declined by 6.6% on a interests (€0.8 billion).

, amortization charges mainly owing to the significant impairment

of EBITDA (see Note 2 to the consolidated financial statements). heavily impacted by impairment losses, which reduced net income

and December 19. operating income after share in net income of entities accounted for

4.4% on an organic basis. requirements, which was related in particular to the impact of

Europe and adverse hydrological conditions in Latin America. out by the Group (€3.9 billion) as well as dividends paid to

(1) The IFRS consolidated financial statements presented in Section II were approved and authorized for issue by the Board of Directors on February 25, 2015. They have been audited by the Group's Statutory Auditors.

I.1 REVENUES AND EARNINGS TRENDS I

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	74,686	79,985	-6.6%	-7.2%
EBITDA	12,138	13,017	-6.7%	-4.2%
Net depreciation and amortization charges/Other	(4,977)	(5,351)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,161	7,665	-6.6%	-3.4%

Consolidated revenues for the year ended December 31, 2014 impact) and the United States (negative €164 million impact), mainly amounted to €74.7 billion, down 6.6% compared with 2013. On an by Energy International and Energy Europe. organic basis (excluding the impact of changes in the scope of Exchange rates had a negative €302 million impact on Group consolidation and exchange rates), revenues fell by 7.2%. Adjusted revenues, mainly reflecting the appreciation of the euro against the for the impacts of climatic conditions in France and the gas price Brazilian real, the Norwegian krone, the Australian dollar and the "catch-up" adjustments recorded in 2013 (€2.3 billion impact), Thai baht. This was partly offset by the euro's depreciation against

Changes in the scope of consolidation had a net positive remained stable on average compared with 2013. €689 million impact, mainly corresponding to Energy Services' Organic revenue performance varied across the Group's business acquisition of Balfour Beatty Workplace in the United Kingdom lines: Global Gas & LNG and Infrastructures reported growth for the (positive €847 million impact) and Ecova in the United States year, while revenues remained stable at Energy International and (positive €68 million impact), the full consolidation of GTT by Global Energy Services and were down at Energy Europe. Gas & LNG (positive €186 million impact) and Energy International's EBITDA declined by 6.7% to €12.1 billion over the year. Excluding acquisition of Meenakshi in India (positive €83 million impact). These the impact of changes in the scope of consolidation and exchange positive impacts were partly offset by the decline in revenues rates, the decrease in EBITDA came out at 4.2%. resulting from disposals carried out in Europe (negative €280 million

revenues were down 4.4% on an organic basis. the pound sterling. The euro/dollar exchange rate, however,

EBITDA TRENDS

In millions of euros

MANAGEMENT REPORT I.1 REVENUES AND EARNINGS TRENDS

Departures from the scope of consolidation had a negative €325 price "catch-up" adjustments in France recorded in 2013. million impact on EBITDA, largely due to the sale of power Adjusted for climatic conditions in France and the gas price generation assets in France, Italy, Portugal and the United States. "catch-up", this decrease was contained at 11.5% on an organic Conversely, additions basis; to the scope of consolidation had a positive €158 million impact, largely thanks to the acquisitions made by EBITDA for Global Gas & LNG of €2,225 million was up 10.9% on Energy Services (mainly Balfour Beatty Workplace in the United an organic basis, thanks to a strong performance in the LNG Kingdom and Ecova in the United States) and Energy International's sector in Europe and Asia and the increase in production acquisition of Meenakshi in India, as well as the full consolidation of recorded by the Group's Exploration & Production business as a

Changes in exchange rates had a negative €190 million impact,

On an organic basis, EBITDA was down 4.2%, or €521 million, but higher gas prices and of increases in transport and storage up 2.4%, or €294 million, when adjusted for climate impacts in capacities marketed in Europe. Adjusted for climatic conditions in France and the gas price "catch-up" recorded in 2013. Excluding France, EBITDA for Infrastructures was up 6.8% on an organic the positive impact of the Group's performance plan across all basis;

to €1,127 million. EBITDA for Energy International amounted to €3,716 million, up
conditions, partial outages at three nuclear power plants in the significant impairment losses recognized at end-2013. Belgium, the decrease in electricity market prices and the gas
GTT result of the commissioning of new assets that took place over further to its initial public offering at the end of February 2014. the year;
EBITDA for Infrastructures declined 1.7% on an organic basis to mainly due to the appreciation of the euro against the Brazilian real €3,274 million year on year, due to the milder climate compared and the Norwegian krone. with the previous year, which weakened the positive impact of
business lines, this reflects the following trends: EBITDA for Energy Services advanced 3.2% on an organic basis

by 1.4% on an organic basis. This was driven by improved Current operating income after share in net income of entities performances in the United States, Thailand, Chile, the United accounted for using the equity method amounted to €7.2 billion, Kingdom, Peru and Pakistan, despite a decline in results in down 3.4% on an organic basis compared with 2013, but up 8.2% Australia and weaker results in Brazil due to adverse hydrological on an organic basis when adjusted for climatic conditions and the conditions; gas price "catch-up" in France. This indicator shows trends by EBITDA for Energy Europe totaled €2,020 million, down 29.2% business line comparable to those of EBITDA and is positively on an organic basis, adversely impacted by unfavorable climatic impacted by lower depreciation and amortization charges following

I.2 BUSINESS TRENDS I

I.2.1 Energy International

	Dec. 31, 2014
In millions of euros	Total(1)	Latin America	Asia-Pacific	North America	UK - Turkey	South Asia, Middle East & Africa
Revenues	13,977	3,818	2,740	3,782	2,957	679
EBITDA	3,716	1,343	857	956	380	298
Net depreciation and amortization charges/Other	(971)	(361)	(218)	(268)	(109)	(11)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	2,745	982	638	688	271	286

(1) The Energy International business line also has a "headquarters" function, the costs for which are not broken down in the table above.

	Dec. 31, 2013
In millions of euros	Total(1)	Latin America	Asia- Pacific	North America	UK - Turkey	South Asia, Middle East & Africa	% change (reported basis)	% change (organic basis)
Revenues	14,393	3,627	2,891	3,818	3,527	531	-2.9%	+0.7%
EBITDA	4,029	1,473	928	941	488	320	-7.8%	+1.4%
Net depreciation and amortization charges/Other	(1,093)	(368)	(233)	(327)	(153)	(6)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	2,937	1,105	695	615	335	314	-6.5%	+4.1%

(1) The Energy International business line also has a "headquarters" function, the costs for which are not broken down in the table above.

Energy International's revenues, at €13,977 million, fell 2.9% on a Current operating income after share in net income of entities reported basis (up 0.7% on an organic basis). These movements accounted for using the equity method, at €2,745 million, reflect, on the one hand, the negative €313 million impact of decreased by 6.5% on a reported basis and improved by 4.1% on changes in the scope of consolidation and the negative €195 million an organic basis, in line with EBITDA trends. impact of changes in exchange rates (due mostly to the Brazilian Latin America real, but also the Australian dollar and Thai baht, partly offset by ^a stronger pound sterling), and on the other hand, a limited organic increase. The organic increase results chiefly from the impact of Revenues for the Latin America region rose by 5.3% based on higher prices in North and Latin America and the commissioning of reported figures to €3,818 million, and moved up 11.1% on an new plants in Latin America, South Asia, the Middle East and Africa, organic basis. In Brazil, sales growth resulted from an increase in offset by lower sales volumes in the UK retail business. average bilateral sales contract prices, primarily due to inflation

the progressive commissioning of the Trairi wind farm complex figures (up 1.4% on an organic basis), after taking into account the (115 MW). Peru trended upwards thanks to the commissioning of negative €249 million impact of changes in the scope of the Ilo Cold Reserve thermal plant (560 MW) in June 2013. In Chile, consolidation and the negative €116 million impact of exchange rate slightly higher revenues were mostly driven by improved energy fluctuations. The organic increase mainly reflects improved prices linked to fuel price indexation. performances in North America, the United Kingdom, Peru, Chile, Thailand and Pakistan, partly offset by exceptionally unfavorable Electricity sales increased by 1.4 TWh to 56.2 TWh, while gas sales hydrological conditions in Brazil. were down 1.8 TWh, particularly in Chile, coming in at 9.5 TWh.

indexation, an increase in transactions in the short-term market and EBITDA amounted to €3,716 million, down 7.8% based on reported

EBITDA totaled €1,343 million, down 4.2% on an organic basis. North America The decline in EBITDA mainly results from:

a weaker performance in Brazil, mainly due to the unfavorable wind events in the north-east of the country in the first quarter of 2014. farm complex and the increase in average bilateral sales
E-CL; and for GNLM Mejillones, the commissioning of the sold. onshore LNG storage tank in February 2014;
Ilo Cold Reserve thermal plant and higher energy demand, diversions performed by the Global Gas & LNG business line. particularly from regulated customers.

mainly due to the strong year-round performance from the US accounted for using the equity method amounted to €982 million,

Asia-Pacific

Revenues for the region totaled €2,740 million, down 5.2% based Current operating income after share in net income of entities on accounted for using the equity method totaled €688 million, reported figures and down 0.6% on an organic basis, chiefly representing an organic increase of 23.3% due to a combination of reflecting a decline in revenues for coal facilities in Australia on the back of EBITDA growth and lower depreciation and amortization charges. lower market prices, weaker demand and less availability (following maintenance outages). These factors were partly offset by United Kingdom & Turkey improved activity in Thailand, spurred by an increase in demand from industrial customers and higher prices, along with growth in the Australian retail business. Revenues for the United Kingdom & Turkey region totaled €2,957

disposals in Continental Europe. On an organic basis, revenues for Australia fully offsetting the 1.1 TWh increase in Thailand. Natural gas sales rose by 0.6 TWh to 3.7 TWh.

EBITDA came in at €857 million, down 7.7% on a reported basis Electricity sales fell 5.9 TWh to 30.1 TWh, mainly due to lower and down 2.7% based on organic figures. The strong performance volumes in the UK generation and retail business. The decline also from the Thailand facilities, driven mainly by the good availability of reflects ^a reduction of 1.0 TWh due to the impact of the asset the Gheco-1 plant and improved margins on industrial customers portfolio optimization program in Continental Europe. Gas sales was more than offset by the lower performance from Australian coal were 35.2 TWh, down 4.3 TWh on an organic basis due to lower facilities, which suffered depressed market conditions and lower volumes for the UK and Turkish retail businesses. availability, and ^a weaker contribution from Singapore reflecting

Favorable one-off items in the UK retail business offset the fall in accounted for using the equity method came out at €638 million, sales volumes. decreasing by 3.3% on an organic basis in line with EBITDA trends.

Revenues for the North America region totaled €3,782 million, representing ^a decrease on ²⁰¹³ of 0.9% based on reported figures hydrological conditions which affected the entire hydro generation and an increase of 4.0% on an organic basis. This performance was system (shortfall) and led to a significant increase in spot prices. driven primarily by the impact of the strong operating performance This decline was partly offset by an increase in activity at thermal power plants, of US power generation activities, aided further by extreme weather the completion of the commissioning of the Trairi

contract prices, mainly due to inflation; Electricity sales decreased 1.1 TWh on a reported basis to a robust performance in Chile, driven by wider margins thanks to 64.9 TWh, reflecting lower sales volumes in the US retail business. higher electricity prices and a strong operating performance from Prior-year volumes included 3.4 TWh from assets subsequently

Natural gas sales(1) , excluding intra-group transactions, fell by positive trends in Peru, mainly reflecting the commissioning of the 9.6 TWh to 31.6 TWh as ^a consequence of increased LNG

EBITDA came in at €956 million, up 10.2% on an organic basis, Current operating income after share in net income of entities power business, which benefited from the extreme weather in the down 5.9% on an organic basis in line with EBITDA trends. north-east of the country in the first quarter. This was partly offset by weaker overall performances in the LNG business due to a decline in average cargo diversion margins.

million, down 16.2% on ^a reported basis partly due to asset Electricity sales remained stable at 42.8 TWh, with lower volumes in the region fell 14.5%, hit by lower sales volumes from UK retail activities.

pressure on market prices and volumes. EBITDA came in at €380 million, up 10.6% on an organic basis due to an improvement in captured spreads compared to 2013. Current operating income after share in net income of entities

Current operating income after share in net income of entities accounted for using the equity method was €271 million, up 22.1% on an organic basis, spurred by a rise in EBITDA coupled with lower depreciation and amortization charges due to the impairment losses recognized against certain assets in 2013.

(1) Natural gas total sales volumes increased by 3.5 TWh to 72.7 TWh, primarily due to higher LNG cargo diversion volumes.

Revenues for the South Asia, Middle East & Africa region ("SAMEA") Sohar and resulting change of consolidation method (negative totaled €679 million, an increase of 28.0% on a reported basis and 1.3 TWh impact). 16.9% on an organic basis. This organic growth is mainly related to EBITDA came in at €298 million, representing an increase of 1.6% the commissioning of Uch II (Pakistan, 375 MW) in April 2014 and to higher development fees earned on projects. Growth in reported commissioning of Uch II and ^a rise in the development fees earned revenues also reflects the acquisition of Meenakshi (India, 300 MW) in 2014, and is partly offset by higher maintenance costs and in December 2013, mitigated by the equity consolidation of Sohar in one-off items. Oman (the interest in the company decreased from 45% to 35% in

Electricity sales amounted to 8.7 TWh, representing an increase of 1.4 TWh. This is mainly due to the acquisition of Meenakshi (positive

South Asia, Middle East & Africa I 1.3 TWh impact) at the end of 2013 and the commissioning of Uch II (positive 2 TWh impact), offset to some extent by the partial sale of

on an organic basis. This increase comes mainly from the

May 2013). Current operating income after share in net income of entities accounted for using the equity method amounted to €286 million, up 1.7% on an organic basis. This increase is explained by the same factors that impacted EBITDA trends.

	Dec. 31, 2014			Dec. 31, 2013
In millions of euros	Total(1)	Central Western Europe	Southern & Eastern Europe	Total(1)	Central Western Europe	Southern & Eastern Europe	% change (reported basis)	% change (organic basis)
Revenues	35,158	29,285	5,873	42,713	36,090	6,623	-17.7%	-17.5%
EBITDA	2,020	1,571	585	2,877	2,592	398	-29.8%	-29.2%
Net depreciation and amortization charges/Other	(1,107)	(909)	(195)	(1,447)	(1,178)	(264)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	913	662	390	1,430	1,414	134	-36.2%	-36.4%

I.2.2 Energy Europe

(1) Of which business line corporate function costs.

VOLUMES SOLD BY THE BUSINESS LINE

In TWh	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)
Gas sales	605.8	686.3	-11.7%
Electricity sales	159.9	181.4	-11.9%

Energy Europe's revenues totaled €35,158 million, down 17.7%, or business line and by the fall in net additions to provisions compared 17.5% on an organic basis. This decrease chiefly reflects the impact to 2013. of climatic conditions on gas sales (2014 was a particularly mild year Current operating income after share in net income of entities whereas 2013 had been a particularly cold one), the fall in sales accounted for using the equity method also fell, reflecting the prices, and periods of outages at certain nuclear facilities. Gas sales decline in EBITDA. This was partially offset by lower depreciation amounted to 606 TWh, including 95 TWh to key accounts. and amortization charges following the impairment losses Electricity sales amounted to 160 TWh. At end-December 2014, recognized against certain assets at December 31, 2013. Energy Europe had almost 13.8 million individual customers for gas

The business line's EBITDA dropped 29.8% to €2,020 million (down 29.2% on an organic basis). 2014 was penalized by unfavorable The contribution of CWE to Group revenues amounted to weather conditions, the shutdown of the Doel 3 and Tihange 2 €29,285 million, down 18.9%, or 18.8% lower on an organic basis. power plants as from March 26, ²⁰¹⁴ and the Doel 4 plant between CWE's EBITDA declined by 39.4% (38.9% on an organic basis), August 5 and December 19, the fall in prices on the electricity due to unfavorable climatic conditions, lower prices, outages at the market, and the price "catch-up" adjustments in France recognized three nuclear reactors Doel 3, Tihange 2 and Doel 4, and the in ²⁰¹³ (relating to ²⁰¹¹ and 2012, and concerning natural gas). impact of price "catch-up" adjustments recorded in France in 2013. These impacts were partly offset by performance efforts within the

Central Western Europe (CWE) and almost 5.7 million electricity customers.

Current operating income after share in net income of entities amortization charges following the impairment losses recognized accounted for using the equity method also fell in line with the against certain assets at December 31, 2013. decline in EBITDA, partially offset by lower depreciation and

CWE FRANCE

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	13,698	17,676	-22.5%	-22.3%
EBITDA	633	1,494	-57.7%	-57.2%
Net depreciation and amortization charges/Other	(380)	(466)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	252	1,028	-75.5%	-76.0%

VOLUMES SOLD IN FRANCE

In TWh	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)
Gas sales(1)	205.7	280.5	-26.7%
Electricity sales	46.3	51.7	-10.5%

(1) Business line contribution data.

FRANCE CLIMATIC ADJUSTMENT

In TWh	Dec. 31, 2014	Dec. 31, 2013	Total change in TWh
Climate adjustment volumes	(21.7)	17.3	(39.0)
(negative figure = warm climate, positive figure = cold climate)

France's contribution to Group revenues amounted to €13,698 Electricity sales declined by 5.4 TWh despite higher sales to direct million in 2014, down 22.5% (down 22.3% on an organic basis), customers which were more than offset by the fall in market sales, notably due to less favorable climatic conditions in 2014 and the chiefly as a result of lower gas-fired power plant production and price "catch-up" adjustments recorded in 2013. lower levels of hydroelectricity.

Natural gas sales were down 74.9 TWh; mild weather during the EBITDA was down €861 million due to a fall in volumes sold, price year reduced sales by 21.7 TWh, whereas the very cold weather in "catch-up" adjustments recorded in 2013 and the decrease in 2013 added 17.3 TWh to sales. The decline in sales was also linked electricity market prices. to competitive pressure and weaker demand due to energy saving Current operating income after share in net income of entities efforts. GDF SUEZ still holds around 80% of the retail market and accounted for using the equity method decreased in line with around 42% of the business market. EBITDA.

CWE BENELUX & GERMANY

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	9,964	12,273	-18.8%	-19.1%
EBITDA	826	1,167	-29.3%	-33.0%
Net depreciation and amortization charges/Other	(461)	(624)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	365	543	-32.7%	-40.4%

Revenues from the Benelux & Germany region amounted to Natural gas volumes sold fell 31.7 TWh, or 25%, in the Benelux & €9,964 million, a drop of 18.8% (down 19.1% on an organic basis) Germany region due to unfavorable climatic conditions in 2014 and

beginning of the year, at around 45% of the retail market in Belgium. Electricity sales in Belgium and Luxembourg were down 7.9 TWh. This mainly reflects a decrease in wholesale market sales due to EBITDA for the region was down 33.0% on an organic basis, lower electricity production (down 8.8 TWh) resulting from the reflecting the unavailability of certain nuclear reactors, falling extended outage at certain nuclear reactors, and the erosion of electricity prices and spreads, and a decline in natural gas volumes market share in 2013 (retail market share has since stabilized at sold.

Electricity sales fell 0.7 TWh in the Netherlands and held firm in accounted for using the equity method declined in line with

compared to 2013. the erosion of market share. Market share has stabilized since the

around 49%). Current operating income after share in net income of entities Germany, slipping 0.1 TWh. EBITDA despite a fall in net depreciation and amortization charges.

SOUTHERN & EASTERN EUROPE

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	5,873	6,623	-11.3%	-10.6%
EBITDA	585	398	+47.2%	+45.5%
Net depreciation and amortization charges/Other	(195)	(264)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	390	134	NA	NA

Southern & Eastern Europe region revenues dropped by 11.3% Current operating income after share in net income of entities (down 10.6% on an organic basis), mainly due to lower sales of accounted for using the equity method mirrored EBITDA growth electricity and gas in Italy (wholesale market and end customers). and benefited from lower depreciation and amortization charges.

EBITDA for Southern & Eastern Europe jumped 45.5% driven by the increase in prices for green certificates in Poland, a rise in tariffs in Romania and one-off impacts in Italy.

I.2.3 Global Gas & LNG

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	6,883	5,644	+22.0%	+21.5%
Total revenues (incl. intra-group transactions)	9,551	8,404	+13.6%
EBITDA	2,225	2,028	+9.7%	+10.9%
Net depreciation and amortization charges/Other	(1,162)	(1,056)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	1,064	973	+9.4%	+10.0%

Global Gas & LNG's contribution to Group revenues for the year an increase in the Exploration & Production hydrocarbon ended December 31, 2014 amounted to €6,883 million, up 22.0% production contribution (48.9 Mboe for 2014 versus 45.4 Mboe on a for 2013), following the recent commissioning of facilities, offset reported basis compared to 2013. Organic growth came in at 21.5%. by the negative impact of the decrease in commodity prices;

growth of 40 TWh in external LNG sales with volumes of Hydrocarbon production for ²⁰¹⁴ was up 3.6 Mboe to 55.5 Mboe 119 TWh for 2014, representing ¹⁴² cargoes (of which ⁷⁵
the full consolidation of GTT further to its initial public offering The sharp increase in the contribution to revenues was driven by: (IPO) in late February 2014.

versus 51.9 Mboe in 2013. The level of hydrocarbon production shipped to Asia), compared to volumes of 79 TWh for 2013, over the full year was boosted by the restart of Njord and the representing 87 cargoes (of which 67 shipped to Asia); commissioning of the Amstel field in the Netherlands (February), and Gudrun and H-North in Norway (April and September, respectively).

EBITDA for the Global Gas & LNG business line in 2014 amounted Current operating income after share in net income of entities to €2,225 million, up 9.7% on a reported basis compared to 2013. accounted for using the equity method was €1,064 million in Organic growth came in at 10.9%, spurred by a fall in net additions 2014, up 9.4% based on reported figures and up 10.0% on an to provisions, strong LNG activity in Europe and Asia, and the rise in organic basis, in line with EBITDA trends. total hydrocarbon production (newly commissioned facilities), partially offset by the fall in commodity prices.

I.2.4 Infrastructures

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	2,994	2,557	+17.1%	+17.1%
Total revenues (incl. intra-group transactions)	6,812	6,775	+0.5%
EBITDA	3,274	3,334	-1.8%	-1.7%
Net depreciation and amortization charges/Other	(1,280)	(1,264)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	1,994	2,069	-3.6%	-3,5%

Total revenues for the Infrastructures business line, including growth in distribution, transportation and storage activities for intra-group transactions, remained stable year on year at €6,812 third parties in an increasingly deregulated market;

storage performance. the annual review in France of distribution infrastructure access
(Joint Transport Storage), enabling combined reservations of effect, EBITDA was up 6.8% on an organic basis.
due to milder climatic conditions in 2014 compared to 2013. 2013 is offset by the commissioning of new facilities.

In this climatic and regulatory context, the business line's contribution to Group revenues was €2,994 million, up 17.1% year on year as a result of:

million in 2014, reflecting: solid natural gas purchase and sale activities to maintain technical

tariffs (2.9% increase on July 1, 2014 and 4.1% increase on EBITDA for the Infrastructures business line amounted to July 1, 2013) and of transport infrastructure tariffs (3.9% increase €3,274 million for the period, down 1.8% year on year (down 1.7% on April 1, 2014 and 8.3% increase on April 1, 2013); on an organic basis). This decline mainly concerns the distribution additional transport capacity offered in the South through JTS business, which was hit by a milder climate. Apart from this climate

transport and storage capacity on the North-South link ("PEG Current operating income after share in net income of entities Nord-Sud"); accounted for using the equity method for the Infrastructures improved marketing of storage capacity in France linked to the business line came in at €1,994 million for the period, down 3.6% start of sales operations for new storage caverns in Germany year on year (down 3.5% on an organic basis), with net depreciation (Peckensen 4 and 5) and the United Kingdom (Stublach); and amortization charges edging up 1.4%. The decrease in these and despite the 55.1 TWh fall in volumes(1) distributed by GrDF charges following the impairment losses recorded at December 31,

(1) 23 TWh distributed due to cold weather conditions in 2013 versus a negative 32.1 TWh during the milder 2014.

I.2.5 Energy Services

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
Revenues	15,673	14,678	+6.8%	+0.4%
EBITDA	1,127	1,041	+8.2%	+3.2%
Net depreciation and amortization charges/Other	(335)	(333)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	791	708	+11.8%	+5.5%

Revenues for the Energy Services business line climbed 6.8% on a a positive volume impact on installation activities, particularly in reported basis to €15,673 million for 2014, buoyed by the France, Benelux countries and Germany; acquisitions carried out in late 2013 and in 2014 of Balfour Beatty cost-reduction measures – especially on overheads – and Workplace and Lend Lease in the United Kingdom (€847 million) measures to boost operating performance;

Organic revenue growth came in at 0.4%, chiefly reflecting the networks and services in France. growth in installation activities in France and Benelux countries, These items were partially offset by: particularly in electrical and climatic engineering activities. However, the final impacts of the expiration of gas cogeneration contracts revenue growth was partly offset by the unfavorable impact of mild in France and Italy; weather conditions in 2014 and the final impacts of the expiration of gas cogeneration contracts in France and Italy resulting from the adverse impact on the urban heating networks activity and on termination of the purchasing agreements for electricity produced by these plants.

EBITDA for Energy Services rose 8.2% to €1,127 million on a reported basis, due chiefly to the acquisitions made in the United up 5.5% on an organic basis. Kingdom and the United States. Organic growth came out at 3.2%, chiefly reflecting:

and Ecova in the United States (€68 million). the positive impact of the commissioning of new heating
exceptionally mild weather in Europe in 2014 which had an energy sales.

Current operating income after share in net income of entities accounted for using the equity method amounted to €791 million,

I.2.6 Other

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)	% change (organic basis)
EBITDA	(224)	(292)	+23.2%	+23.2%
Net depreciation and amortization charges/Other	(121)	(159)
CURRENT OPERATING INCOME/(LOSS) AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	(346)	(451)	+23.3%	+23.3%

EBITDA for this business line came in at a negative €224 million for Current operating loss after share in net income of entities 2014, an improvement on 2013 due mainly to the increase in the accounted for using the equity method narrowed in 2014, on the income of SUEZ Environnement attributable to GDF SUEZ, the back of improved EBITDA and the positive adjustment of expenses effects of the Perform 2015 plan, and reversals of provisions in the in relation to share-based payments (IFRS 2). Group's reinsurance subsidiary.

I.3 OTHER INCOME STATEMENT ITEMS

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	% change (reported basis)
Current operating income after share in net income of entities accounted for using the equity method	7,161	7,665	-6.6%
Mark-to-market on commodity contracts other than trading instruments	(298)	(225)
Impairment losses	(1,037)	(14,773)
Restructuring costs	(167)	(285)
Changes in scope of consolidation	562	(41)
Other non-recurring items	353	535
Income/(loss) from operating activities	6,574	(7,124)	NA
Net financial income/(loss)	(1,876)	(1,715)
Income tax expense	(1,588)	(641)
NET INCOME/(LOSS)	3,110	(9,481)	NA
o/w net income/(loss) Group share	2,440	(9,646)
o/w non-controlling interests	669	165

Income/(loss) from operating activities amounted to €6,574 million a positive impact of €562 million in 2014, compared with a in 2014 versus a loss of €7,124 million in 2013. negative impact of €41 million in 2013. Changes in the scope of

goodwill (including goodwill on entities accounted for using the (loss of significant influence) totaling €174 million; equity method) and €8,994 million against property, plant and "Other non-recurring items" representing income of €353 million equipment and intangible assets. In recognizing these impairment (chiefly reflecting the gain on the disposal of interests in Flemish losses, the Group acknowledged the profound change in the energy mixed inter-municipal companies), compared with income of

The €1,037 million in impairment losses for 2014 were recognized provision for the back-end of the nuclear fuel cycle in Belgium). chiefly in respect of the Global Gas & LNG business line The Group reported a net financial loss of €1,876 million for 2014, (€362 million), the Energy International business line (€306 million) compared to a loss of €1,715 million the previous year. The and the Energy Europe business line (€291 million). The impairment €266 million decrease in the cost of debt resulting from the fall in losses chiefly concern (i) exploration and production assets in the outstanding borrowings and the average cost of gross debt was North Sea (€261 million) which have been affected by the fall in more than offset by the negative €328 million impact of proven and probable production reserves and by the decline in gas non-recurring expenses compared to 2013 (negative €236 million prices in Europe, and (ii) thermal power plants in the UK impact of changes in the fair value of derivatives not eligible for

discounting expense relating to provisions. changes in the fair value of commodity derivatives market value at December 31, 2013; the 35.7% rate for 2013.
restructuring costs of €167 million, compared with €285 million Net income attributable to non-controlling interests was up sharply the previous year;
"Changes in scope of consolidation" (gains and losses on the recognized in 2013. disposal of consolidated equity interests or on remeasurements of previously held interests in accordance with IFRS 3) which had

consolidation mainly relate to gains on remeasuring the previous Impairment losses totaling €14,773 million had been recognized in interest in GTT (after the Group acquired control of the company) ²⁰¹³ (€1,037 million in 2014), of which €5,689 million against totaling €359 million and in Walloon inter-municipal companies

paradigm in Europe. €535 million in ²⁰¹³ (primarily resulting from the reversal of ^a

(€181 million) as a result of a deterioration in the market outlook. hedge accounting and negative €69 million impact of debt Income/(loss) from operating activities was also affected by: restructuring transactions), and by the €114 million increase in the

(mark-to-market) that had a negative impact of €298 million on The 2013 income tax charge included an income tax benefit of income from operating activities (reflecting the impact of €1,593 million arising on non-recurring income statement items transactions not eligible for hedge accounting), compared with a (versus €659 million in 2014). The non-recurring items essentially negative impact of €225 million in 2013. The impact for the period related to the impairment losses recognized against property, plant results chiefly from negative overall price effects, partly offset by and equipment and intangible assets in 2013. Adjusted for these the net positive impact of unwinding positions with a negative items, the effective recurring tax rate was 35.0%, slightly down on

year-on-year, at €669 million, owing to the impairment losses

I.4 CHANGES IN NET DEBT I

Net debt stood at €27.5 billion at end-December 2014 and was capital requirements (€1.2 billion), net investments (including down €1.3 billion compared to net debt at end-December 2013, changes in Group structure) carried out by the Group (€3.9 billion) reflecting the following items: (i) cash generated from operations as well as dividends paid to GDF SUEZ SA shareholders before income tax and working capital requirements for the period (€2.8 billion) and to non-controlling interests (€0.8 billion). (€11.8 billion) and the issue of hybrid notes by GDF SUEZ SA at the Changes in net debt break down as follows: beginning of June (€2.0 billion); (ii) offset by the change in working

The net debt to EBITDA ratio came out at 2.27 at December 31, 2014.

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Net debt	27,511	28,800
EBITDA	12,138	13,017
Net debt/EBITDA ratio	2.27	2.21

I.4.1 Cash generated from operations before income tax and working capital requirements

Cash generated from operations before income tax and working The fall was in line with the EBITDA performance and also reflected capital requirements amounted to €11,776 million in 2014, down net changes in additions to provisions since these are now taken €1,349 million compared with 2013. into account in the revised definition of EBITDA.

I.4.2 Change in working capital requirements

The change in working capital requirements represents a negative impact of €1.2 billion, mainly related to the impact of fluctuations in commodity prices (Brent crude) on margin calls.

I.4.3 Net investments

Gross investments during the period amounted to €7,079 million Energy International business line (€689 million) in connection with and included: the construction of facilities in Peru, India and Brazil;

maintenance investments for an amount of €2,451 million. financial investments for €1,290 million, relating chiefly to the
development investments totaling €3,338 million. Most of this residual SPP sale price (Slovakia) for €122 million. amount was invested by the Global Gas & LNG business line €3,879 million. Infrastructures business line (€792 million) in respect of the natural gas transport network in France and the Gazpar project to Capital expenditure breaks down as follows by business line: develop communicating "smart" meters; and by the

acquisition of Ecova (United States) by Cofely; payments for the Disposals represented a cash amount of €2,775 million and related capital increases subscribed in Jirau (€213 million); Synatom essentially to the sale of interests in Flemish mixed inter-municipal investments which rose by €171 million, loans and capitalization companies (Belgium) for €911 million; the sale of the power transactions for the Los Ramones pipeline construction project generation asset portfolio in Panama and Costa Rica and the (Mexico) for €134 million; and the acquisition of Flemish repayment of loans granted by the Group to these entities for municipalities' non-controlling interests in Electrabel Customer €455 million; the sale of 20% of Jirau (Brazil) for €318 million; the Solutions (Belgium) for €101 million; sale of ISAB (Italy) for €153 million; and the early repayment of the

Including changes in the scope of consolidation resulting from these (€1,015 million) to develop gas fields in the United Kingdom, acquisitions and disposals, net investments represent Indonesia, the Netherlands, Norway and Algeria; by the

In millions of euros

I.4.4 Dividends and movements in treasury stock

Dividends and movements in treasury stock during the period dividends paid by various subsidiaries to their non-controlling

hybrid debt, withholding tax and movements in treasury stock. €2,767 million in dividends paid by GDF SUEZ SA to its shareholders, consisting of the outstanding balance on the 2013 dividend (€0.67 per share) paid in May 2014, and an interim dividend in respect of 2014 (€0.50 per share) paid in October 2014;
amounted to €3,584 million and included: shareholders in an amount of €761 million, payment of interest on

I.4.5 Net debt at December 31, 2014

Excluding amortized cost but including the impact of foreign The average maturity of the Group's net debt is 9.1 years. currency derivatives, at December 31, 2014 a total of 69% of net At December 31, 2014, the Group had total undrawn credit lines of debt was denominated in euros, 13% in US dollars and 6% in €13.3 billion. pounds sterling.

Including the impact of financial instruments, 80% of net debt is at fixed rates.

I.5 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION

In millions of euros	Dec. 31, 2014	Dec. 31, 2013	Net change
Non-current assets	109,999	105,813	4,187
of which goodwill	21,222	20,420	802
of which property, plant and equipment and intangible assets, net	71,601	70,154	1,447
of which investments in entities accounted for using the equity method	7,055	6,799	255
Current assets	55,306	50,120	5,186
Total equity	55,959	53,659	2,299
Provisions	18,539	16,098	2,441
Borrowings	38,321	38,892	(570)
Other liabilities	52,486	47,283	5,203

The carrying amount of property, plant and equipment and issue (positive €2.0 billion impact), the controlling interest acquired intangible assets was €71.6 billion, an increase of €1.4 billion in GTT (positive €0.5 billion impact), the effect of employee share compared to December 31, 2013. This increase was primarily the issues carried out as part of the Link 2014 worldwide employee result of investments made over the period (positive €5.8 billion share ownership plan (positive €0.3 billion impact), and the payment impact) and translation adjustments (positive €1.7 billion impact), of cash dividends (negative €3.5 billion impact). partially offset by depreciation and amortization (negative €4.7 billion Regarding other items of comprehensive income, actuarial losses

Goodwill increased by €0.8 billion to €21.2 billion, mainly as a result negative €1.9 billion impact are virtually offset by translation of the controlling interest acquired in GTT (positive €0.4 billion adjustments with a positive impact of €1.8 billion. impact), along with the acquisitions of Ecova (positive €0.2 billion Provisions increased by €2.4 billion due chiefly to actuarial

Total equity amounted to €56.0 billion, an increase of €2.3 billion benefits (positive €1.8 billion impact), and to unwinding discounts on compared to December 31, 2013. This increase chiefly reflects net provisions (positive €0.6 billion impact). income for the period (positive €3.1 billion impact), the hybrid notes

impact). and net investment or cash flow hedges net of tax representing a

impact) and Lahmeyer (positive €0.1 billion impact). differences arising in the period on provisions for post-employment

I.6 PRO FORMA FINANCIAL STATEMENTS INCLUDING THE SUEZ I ENVIRONNEMENT COMPANY GROUP AS AN ASSOCIATE

Further to the expiration of the shareholders' agreement on July 22, The tables below and hereafter show the transition from a reported 2013, GDF SUEZ no longer controls SUEZ Environnement income statement and statement of cash flows to a pro forma Company, which has been accounted for using the equity method income statement and statement of cash flows for the year ended as from that date in GDF SUEZ's consolidated financial statements December 31, 2013, including SUEZ Environnement as an (see Note 5.7.1). equity-accounted associate as from January 1, 2013.

To allow better operational and financial performance comparability between the two reporting periods, the Group has prepared pro forma information as at December 31, 2013.

INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2013

		Exclusion of SUEZ Environnement Group contribution and		Pro forma GDF SUEZ: SUEZ Environnement as
In millions of euros	Dec. 31, 2013(1)	presentation as an associate	Intra-group and others	investment in associates
Revenues	87,898	(7,922)	9	79,985
Purchases	(50,396)	1,642	(4)	(48,758)
Personnel costs	(11,615)	2,091	-	(9,524)
Depreciation, amortization and provisions	(6,426)	537	-	(5,889)
Other operating expenses	(13,853)	3,219	(14)	(10,648)
Other operating income	2,077	(153)	10	1,933
CURRENT OPERATING INCOME	7,685	(587)	-	7,098
Share in net income of entities accounted for using the equity method	570	(3)	-	567
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	8,254	(589)	-	7,665
Mark-to-market on commodity contracts other than trading instruments	(226)	1	-	(225)
Impairment losses	(14,770)	(4)	-	(14,773)
Restructuring costs	(302)	17	-	(285)
Changes in scope of consolidation(2)	405	2	(448)	(41)
Other non-recurring items	544	(10)	-	535
INCOME/(LOSS) FROM OPERATING ACTIVITIES	(6,093)	(583)	(448)	(7,124)
Financial expenses	(2,444)	269	(3)	(2,177)
Financial income	498	(40)	3	461
NET FINANCIAL INCOME/(LOSS)	(1,945)	230	-	(1,715)
Income tax expense	(745)	104	-	(641)
NET INCOME/(LOSS)	(8,783)	(249)	(448)	(9,481)
Net income/(loss) Group share	(9,198)	-	(448)	(9,646)
Non-controlling interests	414	(249)	-	165
EBITDA	14,223	(1,206)	-	13,017

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards and to the presentation changes in the income statement (see Note 2).

(2) The €448 million impact is related to the net revaluation gain recognized in the consolidated financial statements following the accounting for SUEZ Environnement using the equity method.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013

In millions of euros	Dec. 31, 2013(1)	Exclusion of SUEZ Environnement Group contribution and presentation as an associate	Intra-group and others	Pro forma GDF SUEZ: SUEZ Environnement as investment in associates
NET INCOME	(8,783)	(249)	(448)	(9,481)
- Share in net income of entities accounted for using equity method	(570)	3	-	(567)
+ Dividends received from entities accounted for using equity method	433	89	-	522
- Net depreciation, amortization, impairment and provisions	20,519	(505)	-	20,014
- Impact of changes in scope of consolidation and other non-recurring items	(479)	8	448	(23)
- Mark-to-market on commodity contracts other than trading instruments	226	(2)	-	225
- Other items with no cash impact	93	(14)	-	79
- Income tax expense	745	(104)	-	641
- Net financial expense	1,945	(230)	-	1,715
Cash generated from operations before income tax and working capital requirements	14,129	(1,004)	-	13,125
+ Tax paid	(2,058)	97	-	(1,961)
Change in working capital requirements	(91)	259	-	169
CASH FLOW FROM OPERATING ACTIVITIES	11,980	(648)	-	11,333
Acquisitions of property, plant and equipment and intangible assets	(6,518)	580	-	(5,938)
Acquisitions of controlling interest in entities, net of cash and cash equivalents acquired	(363)	14	-	(349)
Acquisitions of investments in entities accounted for using equity method and joint operations	(688)	5	-	(683)
Acquisitions of available-for-sale securities	(143)	14	-	(128)
Disposals of property, plant and equipment, and intangible assets	267	(24)	-	243
Loss of controlling interest in entities, net of cash and cash equivalents sold	468	(17)	-	451
Disposals of investments in entities accounted for using equity method and joint operations	1,569	(17)	-	1,552
Disposals of available-for-sale securities	171	(1)	-	171
Interest received on non-current financial assets	74	3	3	80
Dividends received on non-current financial assets	127	(8)	-	119
Change in loans and receivables originated by the Group and other	(69)	40	143	114
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES	(5,103)	588	146	(4,368)
Dividends paid	(4,694)	348	-	(4,346)
Repayment of borrowings and debt	(5,640)	505	-	(5,135)
Change in financial assets at fair value through income	(435)	28	-	(407)
Interest paid	(1,553)	228	(3)	(1,328)
Interest received on cash and cash equivalents	116	(25)	-	91
Cash flow on derivatives qualifying as net investment hedges and compensation payments on derivatives and on early buyback of borrowings	(184)	(11)	-	(195)
Increase in borrowings	3,393	(951)	(143)	2,299
Increase/decrease in capital	388	(2)	-	387
Hybrid issue of perpetual subordinated notes	1,657	-	-	1,657
Purchase and/or sale of treasury stock	(5)	-	-	(5)
Changes of ownership interests in controlled entities	(71)	12	-	(59)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES	(7,027)	132	(146)	(7,041)
Effects of changes in exchange rates and other	(2,083)	2,056	-	(27)
TOTAL CASH FLOW FOR THE PERIOD	(2,233)	2,129	-	(103)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	10,939	(2,129)	-	8,809
CASH AND CASH EQUIVALENTS AT END OF PERIOD	8,706	-	-	8,706

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

I.7 PARENT COMPANY FINANCIAL STATEMENTS I

The figures provided below relate to the financial statements of (expense of €267 million), impairment losses on securities, net of GDF SUEZ SA, prepared in accordance with French GAAP and reversals (expense of €30 million), offset by the reversal of the

gains on disposals of buildings and property (income of €20 million). Revenues for GDF SUEZ SA totaled €24,562 million in 2014, down

consolidation benefit of €368 million and €441 million in 2014 and net operating loss of €676 million in 2013, chiefly reflecting the 2013, respectively. decrease in energy margins, partly offset by a reduction in external expenses, and in depreciation, amortization and provisions. Net income for the year came out at €411 million.

The Company reported net financial income of €1,590 million, Shareholders' equity amounted to €41,896 million at end-2014, compared with €1,054 million one year earlier. This mainly includes versus €43,984 million at December 31, 2013, reflecting the dividends received from subsidiaries for €2,297 million compared to dividend payout, partially offset by the capital increase in respect of €1,778 million in 2013, the cost of debt which remained stable at the LINK 2014 plan and by net income for the period. €859 million, chiefly consisting of the interest expense on bond At December 31, 2014, net debt stood at €29,695 million, and cash issues. and cash equivalents totaled €7,079 million.

Non-recurring items included €203 million in non-recurring expenses, chiefly due to the combined effect of debt restructuring

INFORMATION RELATING TO SUPPLIER PAYMENT DEADLINES

The law in favor of the modernization of the economy ("LME" law Auditor must publish information regarding supplier payment No. 2008-776 of August 4, 2008) and its implementing decree deadlines. The purpose of publishing this information is to (No. 2008-1492 of December 30, 2008), provide that companies demonstrate that there are no significant delays in the payment of whose annual financial statements are certified by a Statutory suppliers.

applicable regulations. provision for price increases (income of €54 million) and capital

14% on 2013 due mainly to less favorable weather conditions. The income tax benefit amounts to €378 million compared to €768 million in 2013. These two amounts include a tax The Company posted a net operating loss of €1,354 million versus a

The breakdown by maturity of outstanding amounts payable by GDF SUEZ SA to its suppliers over the last two reporting periods is as follows:

	Dec. 31, 2014			Dec. 31, 2013
In millions of euros	External	Group	Total	External	Group	Total
Past due	33	94	127	142	114	256
30 days	414	28	442	614	40	654
45 days	8	251	259	15	6	21
More than 45 days	23	-	23	17	-	17
TOTAL	478	373	851	788	160	948

I.8 OUTLOOK

2015 financial targets(1): a resilient net recurring income despite weather in France, in line with the figure published for 2014. This the drop in oil/gas price thanks to the implementation of a guidance is based on estimates for EBITDA and current operating targeted "Quick Reaction Plan" income(2) of, respectively, €11.7 to 12.3 billion and €6.8 to

7.4 billion. Given the recent major drop in oil and gas price, which has a significant impact, in the short term, on the Group's businesses In addition, given its medium term growth perspectives and cash (estimated at around -€900 million on EBITDA 2015 and -€350 generation for 2015-2016, the Group reaffirms its capital allocation million on Net recurring income, Group share, based on forward policy for the period 2014-2016 as follows: prices as of December 31, 2014), the Group has decided to launch net capex(3) between €6 and ⁷ billion per year on average; a quick operational reaction plan in addition to Perform 2015, net debt/EBITDA ratio below or equal to 2.5x and "A" category focused on targeted reductions in opex (€250 million impact on credit rating; EBITDA 2015) combined with a shift of some growth capex (€2 and ^a stable dividend policy with ^a pay-out ratio(4) of 65-75% billion over 2015-2016).

This plan enables the Group to announce for 2015 a Net recurring income, Group share between €3.0 and 3.3 billion, at average

and a minimum of 1 euro per share, payable in cash.

(1) Targets assume average weather conditions in France, full pass through of supply costs in French regulated gas tariffs, restart of Doel 3 and Tihange 2 as of July 1, 2015, no significant regulatory and macro-economic changes, commodity price assumptions based on market conditions as of December 31, 2014 for the non-hedged part of the production, and average foreign exchange rates as follows for 2015: €/\$: 1.22, €/BRL: 3.23.

(2) After share in net income of entities accounted for using the equity method.

(3) Net capex = gross capex – disposals (cash and net debt impact).

(4) Based on net recurring income, Group share.

II CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF FINANCIAL POSITION	24

INCOME STATEMENT	PAGE 22	STATEMENT OF CHANGES IN EQUITY	PAGE 26
STATEMENT OF COMPREHENSIVE INCOME	23	STATEMENT OF CASH FLOWS	28

INCOME STATEMENT

In millions of euros	Notes	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Revenues	7.1	74,686	87,898
Purchases		(44,155)	(50,396)
Personnel costs	7.2	(9,779)	(11,615)
Depreciation, amortization and provisions	7.3	(4,797)	(6,426)
Other operating expenses		(10,999)	(13,853)
Other operating income		1,764	2,077
CURRENT OPERATING INCOME	7	6,720	7,685
Share in net income of entities accounted for using the equity method	4	441	570
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD		7,161	8,254
Mark-to-market on commodity contracts other than trading instruments	8.1	(298)	(226)
Impairment losses	8.2	(1,037)	(14,770)
Restructuring costs	8.3	(167)	(302)
Changes in scope of consolidation	8.4	562	405
Other non-recurring items	8.5	353	544
INCOME/(LOSS) FROM OPERATING ACTIVITIES	8	6,574	(6,093)
Financial expenses		(2,462)	(2,444)
Financial income		586	498
NET FINANCIAL INCOME/(LOSS)	9	(1,876)	(1,945)
Income tax expense	10	(1,588)	(745)
NET INCOME/(LOSS)		3,110	(8,783)
Net income/(loss) Group share		2,440	(9,198)
Non-controlling interests		669	414
BASIC EARNINGS/(LOSS) PER SHARE (EUROS)	12	1.00	(3.90)
DILUTED EARNINGS/(LOSS) PER SHARE (EUROS)	12	1.00	(3.90)

(1) Comparative data at December 31, 2013 have been restated due to the application of standards on consolidation and to the presentation changes in the income statement (see Note 2).

(2) The Group's interest in SUEZ Environnement was fully consolidated in the financial statements until July 22, 2013 and has been accounted for using the equity method since that date (see Note 5.7).

STATEMENT OF COMPREHENSIVE INCOME

			Dec. 31, 2014	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2013
In millions of euros	Notes	Dec. 31, 2014	Owners of the parent	Non-controlling interests	Dec. 31, 2013(1) (2)	Owners of the parent(1) (2)	Non-controlling interests(1) (2)
NET INCOME/(LOSS)		3,110	2,440	669	(8,783)	(9,198)	414
Available-for-sale financial assets	16	47	47	-	(47)	(41)	(6)
Net investment hedges		(442)	(442)	-	375	327	48
Cash flow hedges (excl. commodity instruments)	17	(717)	(702)	(15)	494	405	89
Commodity cash flow hedges	17	298	234	64	(262)	(256)	(6)
Deferred tax on items above	10	182	211	(29)	(201)	(169)	(32)
Share of entities accounted for using the equity method in recyclable items, net of tax		(128)	(128)	-	156	122	34
Translation adjustments		1,836	1,546	290	(2,054)	(1,590)	(464)
TOTAL RECYCLABLE ITEMS		1,076	767	310	(1,539)	(1,202)	(337)
Actuarial gains and losses	20	(1,762)	(1,658)	(105)	624	595	29
Deferred tax on actuarial gains and losses	10	516	482	33	(199)	(189)	(11)
Share of entities accounted for using the equity method in actuarial gains and losses, net of tax		7	7	(1)	(4)	(10)	6
TOTAL NON-RECYCLABLE ITEMS		(1,240)	(1,168)	(72)	420	397	24
TOTAL COMPREHENSIVE INCOME/(LOSS)		2,946	2,039	907	(9,902)	(10,003)	101

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

STATEMENT OF FINANCIAL POSITION

ASSETS

In millions of euros	Notes	Dec. 31, 2014	Dec. 31, 2013(1)	Jan. 1, 2013(1) (2)
Non-current assets
Intangible assets, net	14	7,569	7,042	12,663
Goodwill	13	21,222	20,420	29,535
Property, plant and equipment, net	15	64,032	63,112	81,761
Available-for-sale securities	16	2,893	3,015	3,341
Loans and receivables at amortized cost	16	2,960	1,898	3,051
Derivative instruments	16	2,733	2,351	3,109
Investments in entities accounted for using the equity method	4	7,055	6,799	6,158
Other assets	27	557	685	933
Deferred tax assets	10	980	490	1,333
TOTAL NON-CURRENT ASSETS		109,999	105,813	141,884
Current assets
Loans and receivables at amortized cost	16	925	1,470	1,974
Derivative instruments	16	7,886	3,833	4,292
Trade and other receivables, net	16	21,558	21,057	24,797
Inventories	27	4,891	4,973	5,332
Other assets	27	10,049	8,157	8,811
Financial assets at fair value through income	16	1,450	1,001	431
Cash and cash equivalents	16	8,546	8,706	10,939
Assets classified as held for sale	5	-	922	2,754
TOTAL CURRENT ASSETS		55,306	50,120	59,329
TOTAL ASSETS		165,305	155,932	201,213

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

LIABILITIES

In millions of euros	Notes	Dec. 31, 2014	Dec. 31, 2013(1)	Jan. 1, 2013(1) (2)
Shareholders' equity		49,527	47,971	59,760
Non-controlling interests		6,432	5,689	11,672
TOTAL EQUITY	18	55,959	53,659	71,432
Non-current liabilities
Provisions	19	16,402	14,066	15,405
Long-term borrowings	16	28,024	28,576	41,945
Derivative instruments	16	3,020	2,062	2,657
Other financial liabilities	16	286	213	624
Other liabilities	27	1,078	1,147	2,025
Deferred tax liabilities	10	9,039	9,466	11,697
TOTAL NON-CURRENT LIABILITIES		57,849	55,530	74,353
Current liabilities
Provisions	19	2,137	2,032	2,042
Short-term borrowings	16	10,297	10,316	12,069
Derivative instruments	16	5,895	4,043	4,066
Trade and other payables	16	18,799	16,398	19,019
Other liabilities	27	14,370	13,521	16,749
Liabilities directly associated with assets classified as held for sale	5	-	434	1,483
TOTAL CURRENT LIABILITIES		51,498	46,743	55,428
TOTAL EQUITY AND LIABILITIES		165,305	155,932	201,213

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

STATEMENT OF CHANGES IN EQUITY

In millions of euros	Number of shares	Addi- tional paid-in capital	Conso- lidated reserves	Deeply subor- dinated perpetual notes	Changes value and other	in fair Translation adjust- ments	Trea- sury stock	Share- holder's	Non control ling equity interests	Total
EQUITY AT DECEMBER 31, 2012	2,412,824,089	2,413 32,207	26,427	-	(242)		235 (1,206)		59,834 11,468 71,303
IFRS 10 & 11 impact (see Note 2)			(79)		3	1		(74)	204	130
EQUITY AT JANUARY 1, 2013(1)	2,412,824,089	2,413 32,207	26,349	-	(239)		236 (1,206)		59,760 11,672 71,432
Net income/(loss)(1)			(9,198)					(9,198)	414	(8,783)
Other comprehensive income(1)			397		388	(1,590)		(805)	(313)	(1,119)
TOTAL COMPREHENSIVE INCOME(1)			(8,801)	-	388	(1,590)		- (10,003)		101 (9,902)
Employee share issues and share-based payment			88					88	5	93
Dividends paid in cash			(3,539)					(3,539)	(1,071)	(4,610)
Acquisitions/disposals of treasury stock			(101)				97	(5)	-	(5)
Loss of control of SUEZ Environnement (see Note 5.7)								-	(5,225)	(5,225)
Issuance of deeply-subordinated perpetual notes (see Note 18.2.1)				1,657				1,657	-	1,657
Transactions between owners			19		3			22	(187)	(165)
Share capital increases subscribed by non-controlling interests								-	379	379
Other changes			(8)					(8)	15	7
EQUITY AT DECEMBER 31, 2013(1)	2,412,824,089	2,413 32,207	14,005	1,657	152		(1,353) (1,109)	47,971		5,689 53,659

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2). NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.

In millions of euros	Number of	Share shares capital	Addi- tional paid-in capital	Cons- olidated reserves	Deeply subor- dinated notes	Changes perpetual value and other	in fair Translation adjust- ments	Trea- sury stock	Share- holder's	Non control ling equity interests	Total
EQUITY AT DECEMBER 31, 2013(1)	2,412,824,089 2,413 32,207			14,005	1,657	152	(1,353) (1,109)		47,971		5,689 53,659
Net income/(loss)				2,440					2,440	669	3,110
Other comprehensive income				(1,168)		(779)	1,546		(401)	238	(163)
TOTAL COMPREHENSIVE INCOME				1,273	-	(779)	1,546	-	2,039	907	2,946
Employee share issues and share-based payment	22,460,922	22	299	35					357	-	357
Dividends paid in cash (see Note 18.2.3)				(2,767)					(2,767)	(761)	(3,527)
Acquisitions/disposals of treasury stock (see Note 18.1.2)				(17)				152	136	-	136
Issuance of deeply-subordinated perpetual notes (see Note 18.2.1)					1,974				1,974	-	1,974
Coupons of deeply-subordinated perpetual notes (see Note 18.2.1)					(67)				(67)	-	(67)
Transactions between owners				(114)					(114)	12	(102)
Acquisition of control over Gaztransport & Technigaz (see Note 5.1)									-	476	476
Share capital increases subscribed by non-controlling interests									-	60	60
Other changes				(1)					(1)	49	48
EQUITY AT DECEMBER 31, 2014	2,435,285,011 2,435 32,506			12,414	3,564	(627)	193	(957)	49,527		6,432 55,959

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

STATEMENT OF CASH FLOWS

In millions of euros	Notes	Dec. 31, 2014	Dec. 31, 2013(1) (2)
NET INCOME/(LOSS)		3,110	(8,783)
- Share in net income of entities accounted for using the equity method		(441)	(570)
+ Dividends received from entities accounted for using the equity method		526	433
- Net depreciation, amortization, impairment and provisions		5,722	20,519
- Impact of changes in scope of consolidation and other non-recurring items		(924)	(479)
- Mark-to-market on commodity contracts other than trading instruments		298	226
- Other items with no cash impact		21	93
- Income tax expense		1,588	745
- Net financial expense		1,876	1,945
Cash generated from operations before income tax and working capital requirements		11,776	14,129
+ Tax paid		(1,805)	(2,058)
Change in working capital requirements	27.1	(1,221)	(91)
CASH FLOW FROM OPERATING ACTIVITIES		8,751	11,980
Acquisitions of property, plant and equipment and intangible assets	6.4.3	(5,790)	(6,518)
Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired	6.4.3	(340)	(363)
Acquisitions of investments in entities accounted for using the equity method and joint operations	6.4.3	(398)	(688)
Acquisitions of available-for-sale securities	6.4.3	(246)	(143)
Disposals of property, plant and equipment, and intangible assets		241	267
Loss of controlling interests in entities, net of cash and cash equivalents sold		565	468
Disposals of investments in entities accounted for using the equity method and joint operations		822	1,569
Disposals of available-for-sale securities		1,064	171
Interests received on non-current financial assets		29	74
Dividends received on non-current financial assets		107	127
Change in loans and receivables originated by the Group and other	6.4.3	8	(69)
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES		(3,939)	(5,103)
Dividends paid(3)		(3,720)	(4,694)
Repayment of borrowings and debt		(6,394)	(5,640)
Change in financial assets at fair value through income		(412)	(435)
Interests paid		(1,079)	(1,553)
Interests received on cash and cash equivalents		100	116
Cash flow on derivatives qualifying as net investment hedges and compensation payments on derivatives and on early buyback of borrowings		(873)	(184)
Increase in borrowings		5,033	3,393
Increase/decrease in capital		388	388
Hybrid issue of perpetual subordinated notes	18.2.1	1,974	1,657
Purchase and/or sale of treasury stock		136	(5)
Changes of ownership interests in controlled entities	6.4.3	(126)	(71)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES		(4,973)	(7,027)
Effects of changes in exchange rates and other		1	(2,083)
TOTAL CASH FLOW FOR THE PERIOD		(160)	(2,233)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		8,706	10,939
CASH AND CASH EQUIVALENTS AT END OF PERIOD		8,546	8,706

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) The Group's interest in SUEZ Environnement was fully consolidated in the financial statements until July 22, 2013 and has been accounted for using the equity method since that date. The impact of the change in accounting method on "Cash and cash equivalents" is presented under the line "Effect of changes in exchange rates and other" and amounts to a negative €2,056 million (see Note 5.7).

(3) The line "Dividends paid" includes the coupons paid to the owners of the deeply subordinated perpetual notes for an amount of €67 million at December 31, 2014.

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1	Accounting standards and methods	30	NOTE 18	Equity
NOTE 2	Impact of applying the new consolidation		NOTE 19	Provisions
	standards to the comparative 2013 financial statements	45	NOTE 20	Post-employment benefits and other
NOTE 3	Main subsidiaries at December 31, 2014	52
NOTE 4	Investments in entities accounted for using		NOTE 21	Exploration-production activities
	the equity method	58	NOTE 22	Finance leases
NOTE 5	Main changes in Group structure	67	NOTE 23	Operating leases
NOTE 6	Segment information	75	NOTE 24	Share-based payments
NOTE 7	Current operating income	80	NOTE 25	Related party transactions
NOTE 8	Income/(loss) from operating activities	81	NOTE 26	Executive compensation
NOTE 9	Net financial income/(loss)	85	NOTE 27	Working capital requirements, other assets
NOTE 10	Income tax expense	87
NOTE 11	Net recurring income Group share	91	NOTE 28	Legal and anti-trust proceedings
NOTE 12	Earnings per share	92	NOTE 29	Subsequent events
NOTE 13	Goodwill	92	NOTE 30	Fees paid to the statutory auditors and to members of their networks
NOTE 14	Intangible assets	98	NOTE 31	Information regarding Luxembourg and
NOTE 15	Property, plant and equipment	100		Dutch companies exempted from the requirement to publish annual financial statements
NOTE 16	Financial instruments	102
NOTE 17	Risks arising from financial instruments	112

		PAGE			PAGE
NOTE 1	Accounting standards and methods	30	NOTE 18	Equity	124
NOTE 2	Impact of applying the new consolidation standards to the comparative 2013		NOTE 19	Provisions	127
	financial statements	45	NOTE 20	Post-employment benefits and other
NOTE 3	Main subsidiaries at December 31, 2014	52		long-term benefits	130
NOTE 4	Investments in entities accounted for using		NOTE 21	Exploration-production activities	137
	the equity method	58	NOTE 22	Finance leases	138
NOTE 5	Main changes in Group structure	67	NOTE 23	Operating leases	139
NOTE 6	Segment information	75	NOTE 24	Share-based payments	140
NOTE 7	Current operating income	80	NOTE 25	Related party transactions	144
NOTE 8	Income/(loss) from operating activities	81	NOTE 26	Executive compensation	145
NOTE 9	Net financial income/(loss)	85	NOTE 27	Working capital requirements, other assets
NOTE 10	Income tax expense	87		and other liabilities	146
NOTE 11	Net recurring income Group share	91	NOTE 28	Legal and anti-trust proceedings	147
NOTE 12	Earnings per share	92	NOTE 29	Subsequent events	152
NOTE 13	Goodwill	92	NOTE 30	Fees paid to the statutory auditors and to members of their networks	153
NOTE 14	Intangible assets	98	NOTE 31	Information regarding Luxembourg and
NOTE 15	Property, plant and equipment	100		Dutch companies exempted from the requirement to publish annual financial
				statements	153

GDF SUEZ SA, the parent company of the GDF SUEZ Group, is a French Société Anonyme with a Board of Directors that is subject to the provisions of Book II of the French Commercial Code (Code de Commerce), as well as all other provisions of French law applicable to commercial companies. GDF SUEZ was incorporated on November 20, 2004 for a period of 99 years.

It is governed by current and future laws and by regulations applicable to sociétés anonymes and its bylaws.

The Group is headquartered at 1 place Samuel de Champlain, 92400 Courbevoie (France).

GDF SUEZ shares are listed on the Paris, Brussels and Luxembourg stock exchanges.

The Group is one of the world's leading energy providers, active across the entire energy value chain – upstream and downstream – in both electricity and natural gas. It develops its businesses (energy and energy services) around a responsible growth model in order to meet the challenges of satisfying energy needs, safeguarding supplies, combating climate change and optimizing the use of resources.

On February 25, 2015, the Group's Board of Directors approved and authorized for issue the consolidated financial statements of the Group for the year ended December 31, 2014.

NOTE 1 Accounting standards and methods

Pursuant application of this standard implies an extension of the to European Regulation (EC) 809/2004 on prospectuses information reflected in the Notes to the annual consolidated dated April 29, 2004, financial information concerning the assets, financial statements. liabilities, financial position, and profit and loss of GDF SUEZ has been provided for the last two reporting periods (ended Amendments to IAS 32 – Financial Instruments: Presentation – December 31, 2013 and 2014). This information was prepared in Offsetting financial assets and financial liabilities; these amendments have no material impact on the Group's accordance with European Regulation (EC) 1606/2002 on consolidated financial statements. international accounting standards (IFRS) dated July 19, 2002. The Group's consolidated financial statements for the year ended Amendments to IAS 36 – Impairment of Assets – Recoverable December 31, 2014 have been prepared in accordance with IFRS amount disclosures for non-financial assets; these amendments have been early adopted at December 31, 2013. as published by the International Accounting Standards Board .

Measurement – Novation of derivatives and continuation of hedge The accounting standards applied in the consolidated financial accounting; these amendments have no material impact on the statements for the year ended December 31, ²⁰¹⁴ are consistent Group's consolidated financial statements. with the policies used to prepare the consolidated financial statements 1.1.2 IFRS standards, amendments and IFRIC interpretations for the year ended December 31, 2013, except for

1.1.1 IFRS standards, amendments and IFRIC interpretations Annual Improvements to IFRSs 2011-2013. applicable in 2014

IFRS 11 Joint Arrangements.
Amendment to IAS 28 Investments in Associates and Joint 1.1.3 IFRS standards and amendments applicable after 2015 Ventures.

Modifications introduced by these new consolidation standards are IFRS 15 – Revenue from Contracts with Customers (2) briefly described in § 1.4.1. For the impact on the Group's Amendments to IFRS 11 – Joint Arrangements: Accounting for

depreciation and amortization (2) to evaluate the risks associated with the Group's interests in . subsidiaries, joint arrangements, associates and unconsolidated Amendments to IFRS 10 and IAS 28 – Sale or contribution of structured entities, as well as the impact of those interests on the assets between an investor and its associate or joint venture (2) Group's financial position, financial performance and cash flows. Amendments to IAS 1 – Disclosure initiative (2) Thus, information has to be provided about significant assumptions and judgments made to determine that the Group

1.1 Accounting standards has control, joint control and the type of joint arrangement (i.e. joint operation or joint venture) or significant influence. The first

(IASB) and endorsed by the European Union Amendments to IAS 39 Financial Instruments: Recognition and (1)

those described in § 1.1.1 below. effective in 2015 and that the Group has elected not to early adopt in 2014

IFRIC 21 Levies; this interpretation has no material impact on IFRS 10 Consolidated Financial Statements. the Group's annual consolidated financial statements.

IFRS 9 Financial Instruments (2)
.
consolidated financial statements, see Note 2. acquisitions of interests in Joint Operations (2) .
IFRS 12 Disclosure of Interests in Other Entities. Amendments to IAS 16 – Property, Plant and Equipment and This standard requires the disclosure of information that enables IAS 38 – Intangible Assets: Clarification of acceptable methods of
- .
- .

(1) Available on the European Commission's website: http://ec.europa.eu/internal_market/accounting/ias/index_en.htm.

(2) These standards and amendments have not yet been adopted by the European Union.

financial statements relate mainly to: The impact resulting from the application of these standards and

The Group used some of the options available under IFRS 1 for its intangible assets, property, plant and equipment (see § 1.4.4 and transition to IFRS in 2005. The options that continue to have an 1.4.5);

pensions and other employee benefits (see § 1.4.15); cumulative translation adjustments within consolidated equity at January 1, 2004; financial instruments (see § 1.4.11);
III combinations that took place prior to January 1, ²⁰⁰⁴ in revenues (see § 1.3.1.6);

1.2 Measurement and presentation basis 1.3.1.1 Measurement of the fair value of assets acquired and liabilities

The consolidated financial statements have been prepared using the The key assumptions and estimates used to determine the fair value historical cost convention, except for financial instruments that are of assets acquired and liabilities assumed include the market accounted for according to the financial instrument categories outlook for the measurement of future cash flows, and the defined by IAS 39. applicable discount rate.

1.3.1.2 Recoverable amount of goodwill, property, plant and equipment In accordance with IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations", assets or groups of assets held for sale and intangible assets are presented separately on the face of the statement of financial The recoverable amount of goodwill, intangible assets and property, position, at the lower of their carrying amount and fair value less plant and equipment is based on estimates and assumptions,

Assets are classified as "held for sale" when they are available for evolution of the regulatory framework, which are used for the immediate sale in their present condition, their sale is highly measurement of cash flows, whose sensitivity varies depending on probable within twelve months from the date of classification, the activity, and the determination of the discount rate. Any changes management is committed to a plan to sell the asset and an active in these assumptions may have a material impact on the program to locate a buyer and complete the plan has been initiated. measurement of the recoverable amount and could result in To assess whether a sale is highly probable, the Group takes into adjustments to the impairment losses to be recognised. consideration among other items, indications of interest and offers The key assumptions used in the impairment tests on material received from potential buyers and specific risks to the execution of goodwill CGUs are as follows: certain transactions.

1.3 Use of estimates and judgment

The economic and financial crisis prompted the Group to step up its assumptions, such as the long-term prices for fuel and CO2, risk oversight procedures and include an assessment of these risks expected trends in gas and electricity demand and in power in measuring financial instruments and performing impairment tests. prices, the market outlook, as well as changes in the regulatory The Group's estimates used in business plans and determination of environment (especially concerning nuclear capacities in Belgium and the extension of drawing rights agreements for French discount rates used in impairment tests and for calculating nuclear plants), and the prospects of renewal of the Group's provisions take into account the crisis situation and the resulting hydro concessions in France. The key assumptions also include important market volatility.

1.3.1 Estimates goodwill CGU.

Distribution CGU (Infrastructures business line) The preparation of consolidated financial statements requires the use of estimates and assumptions The cash flow projections are drawn up based on the tariff for to determine the value of assets public natural gas distribution networks (known as "ATRD 4"), and liabilities and contingent assets and liabilities at the reporting which entered into effect for a period of four years on July 1, date, as well as revenues and expenses reported during the period.

Amendments to IAS 19 – Employee Benefits – Defined benefit Due to uncertainties inherent in the estimation process, the Group plans: employee contributions. regularly revises its estimates in light of currently available Annual information. Final outcomes could differ from those estimates. Improvements to IFRSs 2010-2012.

Annual Improvements to IFRSs 2012-2014 The key estimates used in preparing the Group's consolidated (1)

amendments is currently being assessed. measurement of the fair value of assets acquired and liabilities assumed in a business combination (see Note 5);
1.1.4 Reminder of IFRS 1 transition options measurement of the recoverable amount of goodwill and other
effect on the consolidated financial statements are: measurement of provisions, particularly for nuclear waste processing and storage, dismantling obligations, disputes, translation adjustments: the Group elected to reclassify
business combinations: the Group elected not to restate business measurement of revenues not yet metered, so called un-metered
accordance with IFRS 3. measurement of recognized tax loss carry-forwards (see Note 10.3).
- assumed in a business combination

Assets or group of assets held for sale These assumptions reflect management's best estimates.

costs to sell. regarding in particular the expected market outlook and the

Energy – Central Western Europe (CWE) CGU (Energy Europe business line)

The cash flow projections for the electricity and gas activities in the CWE region are based on a large number of key the discount rate used to calculate the value in use of this

(1) These standards and amendments have not yet been adopted by the European Union.

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING STANDARDS AND METHODS

Regulated Asset Base (RAB) with no premium at the end of 2020. figures are only an estimate. The RAB is the value assigned by the regulator to the assets

1.3.1.3 Estimates of provisions

1.3.1.7 Measurement of recognized tax loss carry-forwards Parameters having ^a significant influence on the amount of provisions, and particularly, but not solely, those relating to the Deferred tax assets are recognized on tax loss carry-forwards when back-end of nuclear fuel cycle and to the dismantling of nuclear it is probable that taxable profit will be available against which the facilities, as well as those relating to the dismantling of gas tax loss carry-forwards can be utilized. The probability that taxable

necessary, on the basis of additional forecasts. for the end of gas operations regarding the gas infrastructure businesses in France),
and the discount rate applied to cash flows.

judgments to define the appropriate accounting policies to apply to to be appropriate by the Group at the current time.

The modification of certain parameters could involve a significant IFRS standards and interpretations do not specifically deal with the adjustment of these provisions. related accounting issues.

Pension commitments are measured on the basis of actuarial lease, the recognition of acquisitions of non-controlling interests assumptions. The Group considers that the assumptions used to prior to January 1, ²⁰¹⁰ and the identification of "own use" measure its obligations are appropriate and documented. However, any changes in these assumptions may have ^a material impact on sale contracts (electricity, gas, etc.). the resulting calculations.

entities accounted for using the equity method". To determine the fair value of financial instruments that are not listed on an active market, the Group uses valuation techniques that are In accordance with IAS 1, the Group's current and non-current based on certain assumptions. Any change in these assumptions assets and liabilities are shown separately on the consolidated

Revenues generated from types of customers whose energy expected to be realized or liabilities extinguished within 12 months consumption is metered during the accounting period, particularly of the reporting date are classified as current, while all other items customers supplied with low-voltage electricity or low-pressure gas, are classified as non-current. are estimated at the reporting date based on historical data,

2012, and on the overall level of investments agreed by the consumption statistics and estimated selling prices. For sales on French Energy Regulatory Commission (Commission de networks used by a large number of grid operators, the Group is Régulation de l'Énergie – CRE) as part of its decision on the allocated a certain volume of energy transiting through the networks ATRD 4 tariff. The terminal value calculated at the end of the by the grid managers. The final allocations are sometimes only medium-term business plan corresponds to the expected known several months down the line, which means that revenue

However, the Group has developed measuring and modeling tools operated by the distributor. allowing it to estimate revenues with ^a satisfactory degree of Global Gas & LNG CGU accuracy and subsequently ensure that risks of error associated The main assumptions and key estimates primarily include the with estimating quantities sold and the resulting revenues can be discount rates, expected trends in hydrocarbon prices, changes considered as not material. In France, delivered unbilled natural gas in the euro/US dollar exchange rate, proven and probable reserve ("gas in the meter") is calculated using ^a direct method taking into estimates, expected trends in liquefied natural gas supply and account estimated customers consumption since the last metering demand, as well as the market outlook. not yet billed. These estimates are in line with the volume of energy Energy – North America CGU (Energy International business line). allocated by the grid managers over the same period. The average The main assumptions and key estimates primarily include the price is used to measure the "gas in the meter". The average price values assigned to long-term power and fuel prices, the market used takes account of the category of customer and the age of the outlook and the discount rates. delivered unbilled "gas in the meter". The portion of unbilled revenues at year-end is sensitive to the assumptions about volume and average price.

infrastructures in France, include: profit will be available against which the unused tax losses can be utilized, is based on taxable temporary differences relating to the cost forecasts (notably the retained scenario for reprocessing and same taxation authority and the same taxable entity and estimates storage of radioactive nuclear fuel consumed), of future taxable profits. These estimates and utilizations of tax loss the timing of expenditure (notably, for nuclear power generation carry-forwards were prepared on the basis of profit and loss activities, the timetable for reprocessing of radioactive nuclear fuel forecasts as included in the medium-term business plan and, if consumed and for dismantling facilities as well as the timetable

1.3.2 Judgment

As well as relying on estimates, Group management also makes These parameters are based on information and estimates deemed certain activities and transactions, particularly when the effective

1.3.1.4 Pensions In particular, the Group exercised its judgment in determining the nature of control, the classification of arrangements which contain a contracts, as defined by IAS 39, within non-financial purchase and

Entities for which judgment has been exercised are listed in Notes 3 1.3.1.5 Financial instruments "Main subsidiaries at December 31, 2014" and 4 "Investments in

could have a material impact on the resulting calculations. statement of financial position. For most of the Group's activities, the breakdown into current and non-current items is based on when 1.3.1.6 Revenues assets are expected to be realized, or liabilities extinguished. Assets

1.4.1 Scope and methods of consolidation

Arrangements and amendments to IAS 28 – Investments in Associates and Joint Ventures, were endorsed by the European controlled entities (subsidiaries) are fully consolidated in accordance with IFRS 10; Union in May 2012 and have to be applied since January 1, 2014.

IFRS 10 supersedes IAS 27 – Consolidated and separate Financial over which the Group has significant influence) and joint ventures, Statements and SIC 12 – Consolidation – Special purpose entities. using the equity method; This standard introduces a new definition of control. An investor (the interests in joint operations: Group) controls an entity and therefore must consolidate it as a

exploration and production activities, are considered to be the investor's return.

clauses. IFRS 11 supersedes IAS 31 – Interests in Joint Ventures and SIC ¹³ – Jointly Controlled Entities – Non-Monetary Contributions by

The new standard distinguishes between two types of joint comparative ²⁰¹³ financial statements". arrangements: joint ventures and joint operations.

^A joint venture is ^a joint arrangement whereby the parties that have consolidation method and the equity method are respectively listed joint control of the arrangement have rights to the net assets of the in Note ³ "Main subsidiaries at December 31, 2014" and Note ⁴

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and 1.4.2 Foreign currency translation methods obligations for the liabilities, relating to the arrangement.

The amendments to IAS 28 mainly concern the following points: in euros (€).

1.4.2.2 Functional currency when ^a portion of an investment in an associate or ^a joint venture meets the criteria to be classified as held for sale, the accounting
held its economic environment. interests can no longer be remeasured at fair value. Likewise, when an investment in a joint operation becomes an

1.4 Accounting methods investment in an associate due to ^a decrease of the ownership interest, the retained interest can no longer be remeasured at fair value.

Applying these new standards has the following consequences for the IFRS 10 – Consolidated Financial Statements, IFRS 11 – Joint Group:

interests in associates and joint ventures:

IFRS 10 – Consolidated Financial Statements The Group accounts for its investments in associates (entities

The Group accounts for the assets, liabilities, revenues and subsidiary, if it has all the following: expenses relating to its interest in a joint operation in accordance the ability to direct the relevant activities of the entity; with the IFRSs applicable to these assets, liabilities, revenues and III expenses. rights to variable returns from its involvement with the entity;

Production sharing contracts, in particular in oil and gas the ability to use its power over the entity to affect the amount of outside the scope of IFRS 11. Contractors account for their rights IFRS 11 – Joint Arrangements to a portion of production and reserves, based on the contractual

The impact of these new consolidation standards on the comparative ²⁰¹³ financial statements is disclosed in Note 2 Venturers. "Impact of applying the new consolidation standards to the

The lists of the main entities accounted for using the full arrangement. "Investments in entities accounted for using the equity method".

1.4.2.1 Presentation currency of the consolidated financial statements

Amendments to IAS 28 – Investments in Associates and Joint Ventures The Group's consolidated financial statements are presented

treatment of the retained portion is now clarified. IFRS 5 applies Functional currency is the currency of the primary economic to the portion that is held for sale, whereas the retained portion environment in which an entity operates, which in most cases continues to be accounted for using the equity method; corresponds to local currency. However, certain entities may have a functional currency different from local currency when that other if an investment in an associate becomes an investment in a joint venture because the ownership interest has increased, previously currency is used for an entity's main transactions and better reflects

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING STANDARDS AND METHODS

Foreign currency transactions are recorded in the functional the amount of goodwill is determined for each exchange transaction currency at the exchange rate prevailing on the date of the

monetary assets and liabilities denominated in foreign currencies exchange transaction. are translated at year-end exchange rates. The related translation Business combinations carried out after January 1, 2010 gains and losses are recorded in the consolidated statement of income for the year to which they relate; Goodwill is measured as the excess of the aggregate of:
non-monetary assets and liabilities denominated in foreign (i) the consideration transferred; currencies are recognized at the historical cost applicable at the (ii) the amount of any non-controlling interests in the acquiree; and date of the transaction.
functional currency other than the euro (the presentation the acquiree; currency)

The statements of financial position of these subsidiaries are assets acquired and the liabilities assumed. translated into euros at the official year-end exchange rates. Income The amount of goodwill recognized at the acquisition date cannot statement and cash flow statement items are translated using the be adjusted after the end of the measurement period. average exchange rate for the year. Any differences arising from the Goodwill relating to interests in associate companies is recorded translation of the financial statements of these subsidiaries are under "Investments in entities accounted for using the equity recorded under "Cumulative translation differences" as other method". comprehensive income.

Goodwill and Measurement of goodwill fair value adjustments arising on the acquisition of foreign entities are classified as assets and liabilities of those foreign Goodwill is not amortized but tested for impairment each year, or entities and are therefore denominated in the functional currencies

Business combinations carried out prior to January 1, 2010 have inflows from other CGUs. been accounted for in accordance with IFRS 3 prior to the revision. The methods used to carry out these impairment tests are In accordance with IFRS 3 revised, these business combinations

Since January 1, 2010, the Group applied the purchase method as Impairment losses in relation to goodwill cannot be reversed and are defined in IFRS 3 revised, which consists in recognizing the shown under "Impairment losses" in the consolidated income identifiable assets acquired and liabilities assumed at their fair values statement. at the acquisition date, as well as any non-controlling interest in the 1.4.4.2 Other intangible assets acquiree. Non-controlling interests are measured either at fair value or at the entity's proportionate interest in the net identifiable assets of the acquiree. The Group determines on a case-by-case basis Development costs which measurement option to be used to recognize non-controlling Research costs are expensed as incurred. interests.

amortized over the useful life of the intangible asset recognized. Intangible assets are carried at cost less any accumulated Other internally-generated or acquired intangible assets amortization and any accumulated impairment losses.

Due to the application of IFRS 3 revised at January 1, 2010, the customer portfolios acquired on business combinations; Group is required to separately identify business combinations capacity rights, in particular regarding power stations; the Group

to purchase ^a share of the production over the life of the assets. Goodwill represents the excess of the cost of ^a business Said capacity rights are amortized over the useful life of the combination (acquisition price of shares plus any costs directly related assets, not exceeding 40 years; attributable to the business combination) over the Group's interest concession assets; in the fair value of the acquiree's identifiable assets, liabilities and contingent liabilities recognized at the acquisition date (except if the the GDF Gaz de France brand and gas supply contracts acquired business combination as part of the business combination with Gaz de France in 2008. is achieved in stages).

1.4.2.3 Foreign currency transactions For a business combination achieved in stages – i.e. where the Group acquires a subsidiary through successive share purchases – separately based on the fair values of the acquiree's identifiable transaction. At each reporting date: assets, liabilities and contingent liabilities at the date of each

(iii) in a business combination achieved in stages, the 1.4.2.4 Translation of the financial statements of subsidiaries with a acquisition-date fair value of the previously held equity interest in

over the net of the acquisition-date fair values of the identifiable

more frequently where an indication of impairment is identified. of the entities and translated at the year-end exchange rate. Impairment tests are carried out at the level of cash-generating units 1.4.3 Business combinations (CGUs) or groups of CGUs which constitute groups of assets generating cash inflows that are largely independent of the cash

described in § 1.4.8 "Impairment of property, plant and equipment have not been restated. and intangible assets".

Development costs are capitalized when the asset recognition 1.4.4 Intangible assets criteria set out in IAS 38 are met. Capitalized development costs are

1.4.4.1 Goodwill Other intangible assets include mainly:

amounts paid or payable as consideration for rights relating to Recognition of goodwill concession contracts or public service contracts;
carried out before or after this date. helped finance the construction of certain nuclear power stations Business combinations carried out prior to January 1, 2010 operated by third parties and in consideration received the right

Intangible assets are amortized on the basis of the expected pattern of consumption of the estimated future economic benefits embodied in the asset. Amortization is calculated mainly on a straight-line basis over the following useful lives:

		Useful life
Main amortization periods (years)	Minimum	Maximum
Concession rights	10	30
Customer portfolio	10	40
Other intangible assets	1	40

Some intangible assets (brand, etc.) with an indefinite useful life are Property, plant and equipment acquired under finance leases is not amortized but an impairment test has to be performed annually. carried in the consolidated statement of financial position at the

1.4.5.1 Initial recognition and subsequent measurement and useful lives as set out below.

Items of property, plant and equipment are recognized at historical III Borrowing costs that are directly attributable to the construction of cost less any accumulated depreciation and any accumulated the qualifying asset are capitalized as part of the cost of that asset. impairment losses.

Cushion gas The carrying amount of these items is not revalued as the Group has elected not to apply the allowed alternative method, which "Cushion" gas injected into underground storage facilities is consists of regularly revaluing one or more categories of property, essential for ensuring that reservoirs can be operated effectively,

property, plant and equipment. assets concerned.

1.4.5.2 Depreciation In accordance with IAS 16, the initial cost of the item of property, plant and equipment includes an initial estimate of the costs of In accordance with the components approach, each significant dismantling and removing the item and restoring the site on which it is located, when the entity has a present, legal or constructive different useful life from that of the main asset to which it relates is obligation to dismantle the item or restore the site. ^A corresponding depreciated separately over its own useful life. provision for this obligation is recorded for the amount of the asset component.

lower of market value and the present value of the related minimum 1.4.5 Property, plant and equipment lease payments. The corresponding liability is recognized under borrowings. These assets are depreciated using the same methods

plant and equipment. and is therefore inseparable from these reservoirs. Unlike "working" gas which is included in inventories, cushion gas is reported in Investment subsidies are deducted from the gross value of the

component of an item of property, plant and equipment with a

Property, plant and equipment is depreciated mainly using the straight-line method over the following useful lives:

	Useful life
Main depreciation periods (years)	Minimum	Maximum
Plant and equipment
• Storage – Production – Transport – Distribution	5	60( ) *
• Installation – Maintenance	3	10
• Hydraulic plant and equipment	20	65
Other property, plant and equipment	2	33

(*) Excluding cushion gas.

The range of useful lives is due to the diversity of the assets in each 40 years as from 2003, except Tihange 1 the operating life of which category. The minimum periods relate to smaller equipment and has been extended by 10 years by the law of December 18, 2013. furniture, while the maximum periods concern network Fixtures and fittings relating to the hydro plant operated by the infrastructures and storage facilities. In accordance with the law of Group are depreciated over the shorter of the contract term and January 31, 2003 adopted by the Belgian Chamber of useful life of the assets, taking into account the renewal of the Representatives with respect to the gradual phase-out of nuclear concession period if such renewal is considered to be reasonably energy for the industrial production of electricity, the useful lives of certain. nuclear power stations were reviewed and adjusted prospectively to

mineral resources arrangements.

The Group applies IFRS 6 – Exploration for and Evaluation of For a concession arrangement to fall within the scope of IFRIC 12,

are met: which they are incurred.

are temporarily capitalized in "pre-capitalized exploration costs" and at what price; and before the confirmation of the technical feasibility and commercial the grantor controls the infrastructure, i.e., retains the right to take viability of extracting resources. These exploration drilling costs are back the infrastructure at the end of the concession. temporarily capitalized when the following two conditions are met:

sufficient reserves have been found to justify completion as a Concessions outside the scope of IFRIC 12 producing well assuming the required capital expenditure is Concession infrastructures that do not meet the requirements of
the Group has made significant progress in determining that This is the case of the distribution of gas in France. The related reserves exist and that the project is technically and economically near French law no. 46-628 of April 8, 1946. future. Progress is also assessed based on any expenses incurred in conducting development studies and on the fact that 1.4.8 Impairment of property, plant and equipment and the Group may be required to wait for the relevant government or intangible assets third party authorizations for the project, or for available transport

In accordance with this method known as "successful efforts" items of property, plant and equipment and intangible assets where method, when the exploratory phase has resulted in proven, there is an indication that the assets may be impaired. Such commercially viable reserves, the related costs are reported in indications may be based on events or changes in the market property, plant and equipment and depreciated over the period environment, or on internal sources of information. Intangible assets during which the reserves are extracted. Otherwise, the costs are that are not amortized are tested for impairment annually. expensed as incurred.

Impairment indicators The depreciation of production assets, including site rehabilitation costs, starts when the oil or gas field is brought into production, and Property, plant and equipment and intangible assets with finite is based on the unit of production method (UOP). According to this useful lives are only tested for impairment when there is an method, indication that they may be impaired. This is generally the result of the depletion rate is equal, since January 1, 2014, to the ratio of oil and gas production for the period to probable reserves. significant changes to the environment in which the assets are Before operated or when economic performance is worse than expected. this date, the ratio was based on proven developed

This change of estimate has been decided below: in view of the evolution of the Group's portfolio of production assets. This change aims to external sources of information: improve the economic vision of benefits consumption of the production assets, given the new production cycle that considerably market environment in which the entity operates or to which an affected the profile of the portfolio. asset is dedicated,

The estimated annual impact resulting from this change is an increase of the current operating income after share in net income – changes in energy prices and US dollar exchange rates; of entities accounted for using the equity method of €250 million, and an increase of net income Group share of €75 million. internal sources of information:

SIC 29 – Service Concession Arrangements: Disclosures, – worse-than-expected performance, prescribes the information that should be disclosed in the notes to – fall in resources for exploration & production activities. the financial statements of ^a concession grantor and concession operator, while IFRIC 12 deals with the treatment to be applied by

1.4.6 Assets relating to the exploration and production of the concession operator in respect of certain concession

Mineral Resources. usage of the infrastructure must be controlled by the concession grantor. This requirement is met when the following two conditions Geological and geophysical studies are expensed in the year in

the grantor controls or regulates what services the operator must Exploration costs (other than geological and geophysical studies) provide with the infrastructure, to whom it must provide them,

made; IFRIC 12 are presented as property, plant and equipment.

assets are recognized in accordance with IAS 16, since GrDF viable. This progress is assessed based on criteria such as operates its network under long-term concession arrangements, whether any additional exploratory work (drilling, seismic studies most of which are mandatorily renewed upon expiration pursuant to or other significant surveys) is underway or firmly planned for the

capacity or treatment capacity at existing facilities. In accordance with IAS 36, impairment tests are carried out on

reserves. The main impairment indicators used by the Group are described

significant changes in the economic, technological, political or
fall in demand,
evidence of obsolescence or physical damage not budgeted for in 1.4.7 Concession arrangements the depreciation/amortization schedule,

definition of ^a finance lease are classified as operating leases. Items of property, plant and equipment and intangible assets are tested for impairment at the level of the individual asset or The following main factors are considered by the Group to assess if cash-generating unit (CGU) as appropriate, determined in a lease transfers substantially all the risks and rewards incidental to accordance with IAS 36. If the recoverable amount of an asset is ownership: whether (i) the lessor transfers ownership of the asset to lower than its carrying amount, the carrying amount is written down the lessee by the end of the lease term; (ii) the lessee has an option to the recoverable amount by recording an impairment loss. Upon to purchase the asset and if so, the conditions applicable to recognition of an impairment loss, the depreciable amount and exercising that option; (iii) the lease term is for the major part of the

amounts to at least substantially all of the fair value of the leased equipment or intangible assets may be subsequently reversed if the asset. recoverable amount of the assets is once again higher than their 1.4.9.1 Accounting for finance leases carrying value. The increased carrying amount of an item of property, plant or equipment attributable to a reversal of an On initial recognition, assets held under finance leases are recorded impairment loss may not exceed the carrying amount that would as property, plant and equipment and the related liability is have been determined (net of depreciation/amortization) had no

1.4.9.2 Accounting for operating leases In order to review the recoverable amount of property, plant and equipment and intangible assets, the assets are grouped, where Payments made under operating leases are recognized as an appropriate, into cash-generating units (CGUs) and the carrying expense on a straight-line basis over the lease term. amount of each unit is compared with its recoverable amount.

For operating entities which the Group intends to hold on a 1.4.9.3 Accounting for arrangements that contain a lease long-term and going concern basis, the recoverable amount of an IFRIC 4 deals with the identification of services and take-or-pay asset corresponds to the higher of its fair value less costs to sell and sales or purchasing contracts that do not take the legal form of ^a its value in use. Value in use is primarily determined based on the lease but convey rights to customers/suppliers to use an asset or ^a present value of future operating cash flows and a terminal value. group of assets in return for ^a payment or ^a series of fixed Standard valuation techniques are used based on the following

terminal values in line with the available market data specific to and its customers as lessees. the operating segments concerned and growth rates associated The Group is concerned by this interpretation mainly with respect with these terminal values, not to exceed the inflation rate.

Discount rates are determined on a post-tax basis and applied to some energy purchase and sale contracts, particularly where the post-tax cash flows. The recoverable amounts calculated on the contract conveys to the purchaser of the energy an exclusive basis of these discount rates are the same as the amounts obtained right to use ^a production asset; by applying the pre-tax discount rates to cash flows estimated on ^a certain contracts with industrial customers relating to assets held pre-tax basis, as required by IAS 36.

For operating entities which the Group has decided to sell, the related recoverable amount of the assets concerned is based on 1.4.10 Inventories market value less costs of disposal. Where negotiations are Inventories are measured at the lower of cost and net realizable ongoing, this value is determined based on the best estimate of value. Net realizable value corresponds to the estimated selling price

In the event of a decline in value, the impairment loss is recorded in completion and the estimated costs necessary to make the sale.

These leases are analyzed based on the situations and indicators electricity produced per unit of fuel. set out in IAS 17 in order to determine whether they constitute operating leases or finance leases. Gas inventories

A finance lease is defined as a lease which transfers substantially all Gas injected into underground storage facilities includes working

Impairment asset to the lessee. All leases which do not comply with the

possibly the useful life of the assets concerned is revised. economic life of the asset; (iv) the asset is of a highly specialized nature; and (v) the present value of minimum lease payments Impairment losses recorded in relation to property, plant and

impairment loss been recognized in prior periods. recognized under borrowings. At inception of the lease, finance III leases are recorded at amounts equal to the fair value of the leased Measurement of recoverable amount asset or, if lower, the present value of the minimum lease payments.

payments. Contracts meeting these criteria should be identified as main economic data: either operating leases or finance leases. In the latter case, ^a finance discount rates based on the specific characteristics of the receivable should be recognized to reflect the financing deemed to operating entities concerned; be granted by the Group where it is considered as acting as lessor

to:

by the Group.

their outcome as of the reporting date. in the ordinary course of business, less the estimated costs of

the consolidated income statement under "Impairment losses". The cost of inventories is determined based on the first-in, first-out 1.4.9 Leases method or the weighted average cost formula.

Nuclear fuel purchased is consumed in the process of producing The Group holds assets for its various activities under lease electricity over ^a number of years. The consumption of this nuclear contracts. fuel inventory is recorded based on estimates of the quantity of

the risks and rewards incidental to the ownership of the related gas which can be withdrawn without adversely affecting the

operation of the reservoir, and cushion gas which is inseparable are broken down into current and non-current assets in the from the reservoirs and essential for their operation (see § 1.4.5.1). consolidated statement of financial position.

Working gas is classified in inventory and measured at weighted Available-for-sale securities average purchase cost upon entering the transportation network

Group inventory outflows are valued using the weighted average not satisfy the criteria for classification in another category (see

An impairment loss is recognized when the net realizable value of formula.

fair value. For listed securities, fair value is determined based on the (GHG) emissions allowance trading scheme within the European quoted market price at the reporting date. For unlisted securities, Union. Under the Directive, each year the sites concerned have to fair value is measured using valuation models based primarily on surrender ^a number of allowances equal to the total emissions from

As there are no specific rules under IFRS dealing with the in other comprehensive income, except when the decline in the accounting treatment of GHG emissions allowances, the Group value of the investment below its historical acquisition cost is judged

acquisition cost; income.
emission rights granted free of charge are recorded in the Loans and receivables carried at amortized cost statement of financial position at ^a value of nil.

non-consolidated companies, guarantee deposits, trade and other have enough emission rights to cover its GHG emissions during the receivables. period. This liability is measured at the market value of the allowances required to meet its obligations at year-end or based on On initial recognition, these loans and receivables are recorded at

In the absence of current IFRS standards or interpretations on Leasing guarantee deposits are recognized at their nominal value. accounting for energy savings certificates, the following principles On initial recognition, trade and other receivables are recorded at

^a liability is recorded; under construction contracts.
ESC inventories are valued at weighted average cost (acquisition cost for those ESC's acquired or cost incurred for those ESC's Financial assets at fair value through income

1.4.11 Financial instruments set out in IAS 39.

Financial assets comprise available-for-sale securities, loans and statement. receivables carried at amortized cost including trade and other receivables, and financial assets measured at fair value through income, including derivative financial instruments. Financial assets

"Available-for-sale securities" include the Group's investments in regardless of its source, including any regasification costs. non-consolidated companies and equity or debt instruments that do unit cost method. below). Cost is determined using the weighted average cost

inventories is lower than their weighted average cost. These items are measured at fair value on initial recognition, which Greenhouse gas emissions rights generally corresponds to the acquisition cost plus transaction costs.

At each reporting date, available-for-sale securities are measured at European Directive 2003/87/EC establishes ^a greenhouse gas recent market transactions, discounted dividends and future cash the installations during the previous calendar year. flows or net asset value. Changes in fair value are recorded directly decided to apply the following principles: significant or prolonged enough to require an impairment loss to be emission rights are classified as inventories, as they are recognized. In this case, the loss is recognized in income under consumed in the production process; "Impairment losses". Only impairment losses recognized on debt emission rights purchased on the market are recognized at instruments (debt securities/bonds) may be reversed through

This item primarily includes loans and advances to associates or The Group records ^a liability at year-end in the event that it does not

the contracts price concluded to hedge this lack of emission rights. fair value plus transaction costs. At each statement of financial position date, they are measured at amortized cost using the Energy savings certificates (ESC) effective interest rate method.

are applied: fair value, which generally corresponds to their nominal value. in the event that the number of ESC's held exceeds the obligation Impairment losses are recorded based on the estimated risk of at the reporting date this is accounted for as inventory; otherwise, non-recovery. This item also includes amounts due from customers

generated internally). These financial assets meet the qualification or designation criteria

This item mainly includes trading securities and short-term Financial instruments are recognized and measured in accordance investments which do not meet the criteria for classification as cash with IAS 32 and IAS 39. or cash equivalents (see § 1.4.12). The financial assets are 1.4.11.1 Financial assets measured at fair value at the statement of financial position date and changes in fair value are recorded in the consolidated income

Financial liabilities include borrowings, trade and other payables, corresponding adjustment to goodwill; derivative financial instruments and other financial liabilities.

Financial liabilities are broken down into current and non-current increase in goodwill; liabilities in the consolidated statement of financial position. Current

unconditional value of liabilities recognized against goodwill. right to defer settlement for at least 12 months after the reporting date;
financial liabilities held primarily for trading purposes;

Borrowings and other financial liabilities are measured at amortized cost using the effective interest rate method. Definition and scope of derivative financial instruments

On initial recognition, any issue or redemption premiums and Derivative financial instruments are contracts: (i) whose value discounts and issuing costs are added to/deducted from the changes in response to the change in one or more observable nominal value of the borrowings concerned. These items are taken variables; (ii) that do not require any material initial net investment; into account when calculating the effective interest rate and are and (iii) that are settled at a future date.

As regards structured debt instruments that do not have an equity listed and unlisted securities, and firm commitments or options to component, the Group may be required to separate an "embedded" purchase or sell non-financial assets that involve physical delivery of derivative instrument from its host contract. The conditions under the underlying. which these instruments must be separated are detailed below. For purchases and sales of electricity and natural gas, the Group When an embedded derivative is separated from its host contract, systematically analyzes whether the contract was entered into in the the initial carrying amount of the structured instrument is broken "normal" course of operations and therefore falls outside the scope down into an embedded derivative component, corresponding to of IAS 39. This analysis consists firstly of demonstrating that the the fair value of the embedded derivative, and ^a financial liability contract is entered into and held for the purpose of making or taking component, corresponding to the difference between the amount of physical delivery of the commodity in accordance with the Group's the issue and the fair value of the embedded derivative. The expected purchase, sale or usage requirements. separation of components upon initial recognition does not give rise The second step is to demonstrate, in particular, that: to any gains or losses.

basis. In particular, forward purchases or sales with physical effective interest method, while the derivative is measured at fair

arbitration; Group in respect of non-controlling interests.

distinguishes between contracts that are equivalent to capacity recommendations issued by the AMF for the ²⁰⁰⁹ reporting period, sales considered as transactions falling within the scope of the Group decided to continue accounting for instruments ordinary operations and those that are equivalent to written recognized prior to January 1, ²⁰¹⁰ using its previous accounting financial options, which are accounted for as derivative financial policies: instruments.

when the put option with a variable price is initially granted, the Only contracts that meet all of the above conditions are considered liability, with ^a corresponding reduction in non-controlling documentation is compiled to support this analysis. interests. When the value of the put option is greater than the carrying amount of Embedded derivatives the non-controlling interests, the difference is recognized as goodwill;

1.4.11.2 Financial liabilities at each reporting date, the amount of the financial liability is revised and any changes in the amount are recorded with a
payments of dividends to non-controlling interests result in an
in the consolidated income statement, non-controlling interests financial liabilities primarily comprise: are allocated their share in income. In the consolidated statement financial liabilities with a settlement or maturity date within of financial position, the share in income allocated to 12 months after the reporting date; non-controlling interests reduces the carrying amount of goodwill. No finance costs are recognized in respect of changes in the fair financial liabilities in respect of which the Group does not have an

1.4.11.3 Derivatives and hedge accounting

The Group uses financial instruments to manage and reduce its derivative financial instruments qualifying as fair value hedges exposure to market risks arising from fluctuations in interest rates, where the underlying is classified as ^a current item; foreign currency exchange rates and commodity prices, mainly for all commodity trading derivatives not qualifying as hedges. III gas and electricity. The use of derivative instruments is governed by Measurement of borrowings and other financial liabilities a Group policy for managing interest rate, currency and commodity risks.

therefore recorded in the consolidated income statement over the Derivative instruments therefore include swaps, options, futures and life of the borrowings using the amortized cost method. swaptions, as well as forward commitments to purchase or sell

the Group has no practice of settling similar contracts on a net The debt is subsequently recorded at amortized cost using the delivery of the underlying that are carried out with the sole value, with changes in fair value taken to income. purpose of balancing Group energy volumes are not considered Put options on non-controlling interests by the Group as contracts that are settled net;
the contract is not negotiated with the aim of realizing financial Other financial liabilities primarily include put options granted by the
the contract is not equivalent to a written option. In particular, in Put options on non-controlling interests granted prior to January 1, 2010 the case of electricity and gas sales allowing the buyer a certain degree of flexibility concerning the volumes delivered, the Group As no specific guidance is provided by IFRS, and based on

present value of the exercise price is recognized as a financial as falling outside the scope of IAS 39. Adequate specific

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract – with the effect that some of the cash flows of the combined instrument comprehensive income, net of tax, while the ineffective portion is

caption as the loss or gain on the hedged item – i.e., current are contracts with clauses or options affecting the contract price, operating income for operating cash flows and financial income or volume or maturity. This is the case primarily with contracts for the expenses for other cash flows – in the same periods in which the purchase or sale of non-financial assets, whose price is revised hedged cash flows affect income. based on an index, the exchange rate of a foreign currency or the

if separated from the host contract, the embedded derivative fulfills the criteria for classification as a derivative instrument Hedge of a net investment in a foreign operation

Embedded derivatives that are separated from the host contract are statement when the investment is sold. recognized in the consolidated statement of financial position at fair value, with changes in fair value recognized in income (except when Identification and documentation of hedging relationships the embedded derivative is part of ^a designated hedging The hedging instruments and hedged items are designated at the

Derivative instruments qualifying as hedging instruments are effectiveness. Only derivative contracts entered into with external recognized in the consolidated statement of financial position and counterparties are considered as being eligible for hedge measured at fair value. However, their accounting treatment varies accounting. according to whether they are classified as:

A fair value hedge is defined as a hedge of the exposure to changes Hedge effectiveness is demonstrated both prospectively and in fair value of a recognized asset or liability such as a fixed-rate loan retrospectively using various methods, based mainly on a or borrowing, or of assets, liabilities or an unrecognized firm comparison between changes in the fair value or cash flows

The gain or based on an analysis of statistical correlations between historical loss from remeasuring the hedging instrument at fair value is recognized in income. The gain or loss on the hedged item price data are also used. attributable to the hedged risk adjusts the carrying amount of the Derivative instruments not qualifying for hedge accounting: recognition and hedged item and is also recognized in income even if the hedged presentation item is in a category in respect of which changes in fair value are recognized through other comprehensive income. These two These items mainly concern derivative financial instruments used in adjustments are presented net economic hedges that have not been – or are no longer – in the consolidated income documented as hedging relationships for accounting purposes. statement, with the net effect corresponding to the ineffective

A cash flow hedge is a hedge of the exposure to variability in cash commodity contracts other than trading instruments" below the flows that could affect the Group's income. The hedged cash flows current operating income for derivative instruments with may be attributable to a particular risk associated with a recognized non-financial assets as the underlying, and in financial income or financial or non-financial asset or a highly probable forecast expenses for currency, interest rate and equity derivatives.

The portion of the gain or loss on the hedging instrument that is proprietary energy trading activities and energy trading on behalf of

vary in a way similar to a stand-alone derivative. recognized in income. The gains or losses accumulated in equity are reclassified to the consolidated income statement under the same The main Group contracts that may contain embedded derivatives

price of an asset other than the contract's underlying. If the hedging relationship is discontinued, in particular because the hedge is no longer considered effective, the cumulative gain or loss Embedded derivatives are separated from the host contract and on the hedging instrument remains separately recognized in equity accounted for as derivatives when: until the forecast transaction occurs. However, if a forecast the host contract is not ^a financial instrument measured at fair transaction is no longer expected to occur, the cumulative gain or value through income; loss on the hedging instrument is recognized in income.

(existence of an underlying, no material initial net investment, In the same way as for ^a cash flow hedge, the portion of the gain or settlement at ^a future date); and loss on the hedging instrument that is determined to be an effective its characteristics are not closely related to those of the host hedge of the currency risk is recognized directly in other contract. The analysis of whether or not the characteristics of the comprehensive income, net of tax, while the ineffective portion is derivative are "closely related" to the host contract is made when recognized in income. The gains or losses accumulated in other the contract is signed. comprehensive income are transferred to the consolidated income

relationship). inception of the hedging relationship. The hedging relationship is Hedging instruments: recognition and presentation formally documented in each case, specifying the hedging strategy, the hedged risk and the method used to assess hedge

Hedge effectiveness is assessed and documented at the inception a fair value hedge of an asset or liability; of the hedging relationship and on an ongoing basis throughout the a cash flow hedge; periods for which the hedge was designated. Hedges are a hedge of a net investment in a foreign operation. considered to be effective when changes in fair value or cash flows between the hedging instrument and the hedged item are offset Fair value hedges within a range of 80%-125%.

commitment denominated in a foreign currency. between the hedging instrument and the hedged item. Methods

portion of the hedge. When a derivative financial instrument does not qualify or no longer qualifies for hedge accounting, changes in fair value are recognized Cash flow hedges directly in income, under "Mark-to-market" or "Mark-to-market on

transaction. Derivative instruments used by the Group in connection with determined to be an effective hedge is recognized directly in other customers and other derivatives expiring in less than 12 months are

recognized in the consolidated statement of financial position in Except in case of enforceable master netting arrangements or current assets and liabilities, while derivatives expiring after this similar agreements, counterparty risk is included in the fair value of

The fair value of instruments listed on an active market is default. determined by reference to the market price. In this case, these The probability of default is determined on the basis of credit ratings

The fair value of unlisted financial instruments for which there is no approach). active market and for which observable market data exist is 1.4.12 Cash and cash equivalents determined based on valuation techniques such as option pricing

is deemed to be negligible based on the criteria set out in IAS 7. the fair value of interest rate swaps is calculated based on the
equivalents and are recorded under "Short-term borrowings". the fair value of forward foreign exchange contracts and currency swaps is calculated by reference to current prices for contracts 1.4.13 Treasury shares with similar maturities by discounting the future cash flow spread
the fair value of currency and interest rate options is calculated using option pricing models; 1.4.14 Share-based payment
(commodity swaps or commodity forwards) or option pricing services are measured at the fair value of the instruments awarded. models (options), which may factor in market price volatility. The Group share-based payments are equity-settled instruments Contracts with maturities exceeding the depth of transactions for (currently no cash-settled instruments). which prices are observable, or which are particularly complex,
exceptionally, for complex contracts negotiated with independent granted to employees financial institutions, the Group uses the values established by its

These instruments are presented in level 2 of the fair value hierarchy dividends are payable over the vesting period, and based on the except when the evaluation is based mainly on data that are not estimated turnover rate for the employees concerned and the observable; in this case they are presented in level ³ of the fair value probability that the Group will meet its performance targets. The fair hierarchy. Most often, this is the case for derivatives with ^a maturity value measurement also takes into account the non-transferability that falls outside the observability period for market data relating to period associated with these instruments. The cost of shares the underlying or when some parameters such as the volatility of the granted to employees is expensed over the vesting period of the underlying are not observable. rights and offset against equity.

period are classified as non-current items. financial derivative instrument assets and liabilities. It is calculated according to the "expected loss" method and takes into account Fair value measurement the exposure at default, the probability of default and the loss given

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

instruments are presented in level 1 of the fair value hierarchy. assigned to each counterparty ("historical probability of default"

models or the discounted cash flow method. These items include cash equivalents as well as short-term Models used to evaluate these instruments take into account investments that are considered to be readily convertible into a assumptions based on market inputs: known amount of cash and where the risk of a change in their value

Bank overdrafts are not included in the calculation of cash and cash III present value of future cash flows;

(difference between the forward exchange rate under the contract Treasury shares are recognized at cost and deducted from equity. and the forward exchange rate recalculated in line with the new Gains and losses on disposals of treasury shares are recorded market conditions applicable to the nominal amount); directly in equity and do not therefore impact income for the period.

commodity derivatives contracts are valued by reference to listed Under IFRS 2, share-based payments made in consideration for market prices based on the present value of future cash flows services provided are recognized as personnel costs. These

may be valued based on internal assumptions; Equity-settled instruments: bonus share plans and performance shares

The fair value of bonus share plans is estimated by reference to the counterparties. share price at the grant date, taking into account the fact that no A Monte Carlo pricing model is used for performance shares provisions are provisions for nuclear waste reprocessing and granted on a discretionary basis and subject to external storage, provisions for dismantling facilities and provisions for site performance criteria. restoration costs. The discount rate (or rates) used reflects current

1.4.15.1 Provisions for post-employment benefit obligations and other recorded under other financial income and expenses. long-term employee benefits

The Group's obligations in relation to pensions and other employee rate are deducted from or added to the cost of the corresponding benefits are recognized and measured in compliance with IAS 19. asset in a symmetrical manner. The impacts of unwinding the Accordingly: discount are recognized in expenses for the period.

the cost of defined contribution plans is expensed based on the 1.4.16 Revenues amount of contributions payable in the period;
benefits payable under defined benefit plans are assessed on an the following: actuarial basis using the projected unit credit method. These energy sales; calculations are based on assumptions relating to mortality, staff rendering of services; turnover and estimated future salary increases, as well as the economic conditions specific to each country or subsidiary of the lease and construction contracts. Group. Discount rates are determined by reference to the yield, at Revenues on sales of goods are recognized on delivery, i.e., when

Provisions are recorded when commitments under these plans cases, revenues are recognized solely when the transaction price is exceed the fair value of plan assets. Where the value of plan assets fixed or can be reliably determined and the recovery of the amounts (capped where appropriate) is greater than the related due is probable. commitments, the surplus is recorded as an asset under "Other Revenues are measured at the fair value of the consideration

As regards post-employment benefit obligations actuarial gains and impact on the measurement of the fair value of this consideration, losses resulting from changes in actuarial assumptions and this is taken into account by discounting future receipts. experience adjustments are recognized in other comprehensive income. Where appropriate, adjustments resulting from applying the 1.4.16.1 Energy sales asset ceiling to net assets relating to overfunded plans are treated in These revenues primarily include sales of electricity and gas,

However, actuarial gains and losses on other long-term benefits and gas distribution network maintenance, and heating network such as long-service awards, are recognized immediately in income. sales.

Net interest on the net defined benefit liability (asset) is presented in Part of the price received by the Group under certain long-term

(legal or constructive), the settlement of which is expected to result substance, the fair value of the services rendered does not vary from one period to the next. in an outflow of resources embodying economic benefits with no

criteria for setting up a provision are met, i.e., when the Group has a customers are recorded within "Revenues" after netting off sales detailed formal plan relating to the restructuring and has raised a and purchases. Under the same principle, when sale contracts are valid expectation in those affected that it will carry out the offset by similar purchase contracts, or if the sale contracts are entered into as part of an offset strategy, the contribution of restructuring by starting to implement that plan or announcing its main features to those affected by it. operational energy trading activities (wholesale or arbitrage) relating

energy sale portfolios, is recognized in revenues based on the net the effect of discounting is material. The Group's main long-term

market assessments of the time value of money and the risks 1.4.15 Provisions specific to the liability concerned. Expenses corresponding to the reversal of discounting adjustments to long-term provisions are

^A provision is recognized when the Group has ^a present legal or Depending on the laws and practices in force in the countries where constructive obligation to dismantle facilities or to restore ^a site. An GDF SUEZ operates, Group companies have obligations in terms of asset is recorded simultaneously by including this dismantling pensions, early retirement payments, retirement bonuses and other obligation in the carrying amount of the facilities concerned. benefit plans. Such obligations generally apply to all of the Adjustments to the provision due to subsequent changes in the employees within the companies concerned. expected outflow of resources, the dismantling date or the discount

the Group's obligations concerning pensions and other employee Group revenues (as defined by IAS 18) are mainly generated from

the measurement date, on high-quality corporate bonds in the the significant risks and rewards of ownership are transferred to the related geographical area (or on government bonds in countries buyer. For services and construction contracts, revenues are where no representative market for such corporate bonds exists). recognized using the percentage-of-completion method. In both

current assets" or "Other non-current assets". received or receivable. Where deferred payment has ^a material

a similar way. transport and distribution fees relating to services such as electricity

net financial expense (income). energy sales contracts may be fixed rather than being based on volumes. In rare cases, the fixed amount can change over the term 1.4.15.2 Other provisions of the contract. In accordance with IAS 18, revenues from such The Group records a provision where it has a present obligation components are recognized on a straight-line basis because, in

corresponding consideration in return. In accordance with IAS 1 and IAS 18, both proprietary energy A provision trading transactions and energy trading carried out on behalf of for restructuring costs is recorded when the general to assets, aimed at optimizing production assets and fuel purchase Provisions with ^a maturity of over 12 months are discounted when amount.

energy services, and are recognized in accordance with IAS 18, other non-recurring items notably include capital gains and losses which requires services to be accounted for on ^a

operating income" and before ^a new sub-total, called "Current percentage-of-completion method and more generally according to operating income after share in net income of entities accounted for the provisions of IAS 11. Depending on the contract concerned, the using the equity method". stage of completion may be determined either based on the proportion that costs incurred to date bear to the estimated total This change in presentation and its impacts on the comparative costs of the transaction, or on the physical progress of the contract financial statements 2013 are disclosed in Note 2.2 "Changes in the

and Note 2.3 "Restatement of ²⁰¹³ comparative data". Revenues also include revenues from financial concession assets 1.4.18 Consolidated statement of cash flows (IFRIC 12) and finance lease receivables (IFRIC 4). III

indirect method starting from net income. Current operating income is an indicator used by the Group to present "a level of operational performance that can be used as part "Interest received on non-current financial assets" is classified within of an approach to forecast recurring performance" (this complies investing activities because it represents a return on investments. with ANC Recommendation 2013-03 on the format of financial "Interest received on cash and cash equivalents" is shown as a statements of entities applying IFRSs). Current operating income is component of financing activities because the interest can be used a sub-total which helps management to better understand the to reduce borrowing costs. This classification is consistent with the Group's performance because it excludes elements which are Group's internal organization, where debt and cash are managed inherently difficult to predict due to their unusual, irregular or centrally by the treasury department. non-recurring nature. For GDF SUEZ, such elements relate to As impairment losses on current assets are considered to be mark-to-market on commodity contracts other than trading definitive losses, changes in current assets are presented net of instruments, impairment losses, restructuring costs, changes in the impairment. scope of consolidation and other non-recurring items, and are Cash flows relating to the payment of income tax are presented on defined as follows:

mark-to-market on commodity contracts other than trading instruments corresponds to changes in the fair value 1.4.19 Income tax expense (marked-to-market) of financial instruments relating to legislation in the countries where income is taxable. trading or hedging instruments. These contracts are used in economic hedges of operating transactions in the energy sector. In accordance with IAS 12, deferred taxes are recognized according
in the event of ^a business combination achieved in stages, ^A deferred tax liability is recognized for all taxable temporary impacts of the remeasurement of the previously held equity differences associated with investments in subsidiaries, associates, interest at acquisition-date fair value,
1.4.16.2 Rendering of services gains or losses from disposals of investments which result in ^a change in consolidation method, as well as any impact of These revenues relate mainly to installation, maintenance and the remeasurement of retained interests;
on disposals of non-current assets and available-for-sale percentage-of-completion basis. securities.

1.4.16.3 Lease and construction contracts Since January 1, 2014 "Share in net income of entities accounted for using the equity method", is now presented after "Current Revenues from construction contracts are determined using the

based on factors such as contractually defined stages. presentation of the income statement and certain key indicators"

1.4.17 Current operating income The consolidated statement of cash flows is prepared using the

a separate line of the consolidated statement of cash flows.

The Group computes taxes in accordance with prevailing tax commodities, gas and electricity, which do not qualify as either

Since changes in the fair value of these instruments which must to the liability method on temporary differences between the be recognized through income in IAS 39 can be material and carrying amounts of assets and liabilities in the consolidated difficult to predict, they are presented on a separate line of the financial statements and their tax bases, using tax rates that have consolidated income statement; been enacted or substantively enacted by the reporting date. impairment losses include impairment losses on goodwill, However, under the provisions of IAS 12, no deferred taxes are property, plant and equipment, and intangible assets, recognized for temporary differences arising from goodwill for which investments in entities accounted for using the equity method and impairment losses are not deductible for tax purposes, or from the available-for-sale securities; initial recognition of an asset or liability in a transaction which (i) is restructuring costs concern costs corresponding to a not a business combination; and (ii) at the time of the transaction, restructuring program planned and controlled by management affects neither accounting income nor taxable income. In addition, that materially changes either the scope of a business undertaken deferred tax assets are only recognized to the extent that it is by the entity, or the manner in which that business is conducted, probable that taxable income will be available against which the based on the criteria set out in IAS 37; deductible temporary difference can be utilized.

changes in the scope of consolidation. This line includes: Temporary differences arising on restatements of finance leases – costs related to acquisitions of controlling interests, result in the recognition of deferred taxes.

joint ventures and branches, except if the Group is able to control – subsequent changes in the fair value of contingent the timing of the reversal of the temporary difference and it is consideration, probable that the temporary difference will not reverse in the foreseeable future.

Net balances of deferred tax are calculated based on the tax 1.4.20 Earnings per share position of each company or on the total income of companies Basic earnings per share are calculated by dividing net income included within the consolidated tax group, and are presented in Group share for the year by the weighted average number of

Deferred taxes are reviewed at each reporting date to take into ordinary shares outstanding during the year is the number of account factors including the impact of changes in tax laws and the ordinary shares outstanding at the beginning of the year, adjusted prospects of recovering deferred tax assets arising from deductible by the number of ordinary shares bought back or issued during the temporary differences. year.

assets or liabilities for their net amount per tax entity. ordinary shares outstanding during the year. The average number of

Deferred tax assets and liabilities are not discounted. The weighted average number of shares and basic earnings per Tax effects relating to coupon payments on deeply-subordinated share are adjusted to take into account the impact of the conversion perpetual notes are or exercise of any dilutive potential ordinary shares (options, recognised in profit or loss. warrants and convertible bonds, etc.).

NOTE 2 Impact of applying the new consolidation standards to the comparative 2013 financial statements

The new consolidation standards, IFRS 10 – Consolidated Financial comparability of financial information with financial year 2013. The Statements and IFRS 11 – Joint Arrangements and amendments to quantified impacts on the comparative financial statements of these IAS 28 – Investments in Associates and Joint Ventures, were presentation changes are described in Note 2.3. applicable from January 1, 2014. In accordance with the transitional provisions provided for by these new standards, the restatement of comparative data is limited to the period that immediately precedes the year during which these standards are applied for the first time. and IFRS 11 and amendments to IAS As ^a result, the Group's comparative data have been restated at ²⁸ January 1, 2013. The main changes in consolidation method introduced by the application of these new standards as well as their quantified impact on the financial statements are described in IFRS 11 – Joint Arrangements

The Group also adapted the presentation of its income statement accounted for its interests in jointly controlled entities using the and the definition of certain key performance indicators following the proportionate method. Pursuant to IFRS 11, joint ventures must implementation of IFRS 11 – Joint Arrangements. These now be accounted for using the equity method. Joint arrangements presentation changes, described in Note 2.2 below, were also classified as joint operations within the Group are not material. applied retrospectively as of January 1, 2013 to ensure the

The main joint ventures at December 31, 2013 were as follows:

2.1 Impacts of the application of IFRS 10

III Notes 2.1 and 2.3 below. In accordance with IAS 31 – Interests in Joint Ventures, the Group

			Operating
Entity	% interest	Country	segment	Activity
Energia Sustentável do Brasil - "Jirau"	60.0	Brazil	Energy International	Created to build, own and operate a 3,750 MW hydroelectric power plant
EcoEléctrica	35.0	Puerto Rico	Energy International	Operates a 507 MW combined-cycle gas-fired power plant and an LNG terminal
Portfolio of power generation assets in Portugal held by NPIH holding(1)	50.0	Portugal	Energy Europe	Operates a portfolio of thermal power generation and wind farm assets (3,108 MW)
WSW Energie und Wasser AG	33.1	Germany	Energy Europe	A municipal utility company (Stadtwerk) for the sale and distribution of electricity, gas and heat
MEGAL GmbH	36.8	Germany	Infrastructures	Owns a 1,167 km natural gas transmission network
Tirreno Power	50.0	Italy	Energy Europe	Operates a portfolio of thermal power generation assets (3,274 MW)
Maia Eolis	49.0	France	Energy Europe	Operates a portfolio of wind farm assets (229 MW)
Tihama Power Generation Co	60.0	Saudi Arabia	Energy International	Operates a portfolio of thermal power generation assets (1,595 MW)

(1) The joint venture NPIH was created as part of the transaction with Marubeni Corporation on October 13, 2013 (see Note 5.7.2.2 "Sale of 50% of the portfolio of power generation assets in Portugal").

In the published financial statements for the year ended Ventures and IFRS 11 – Joint Arrangements, only the portion of the December 31, 2013, the Group's entire share in the assets and interest held for sale, i.e., 20%, is classified under "Assets classified liabilities of Energia Sustentável do Brasil (ESBR) was classified as held for sale" in the comparative statement of financial position at under "Assets classified as held for sale" and "Liabilities directly December 31, 2013 while the residual 40% interest is recorded associated with assets classified as held for sale", respectively, under "Investments in entities accounted for using the equity subsequent to the Group's decision to sell a portion of its interest in method". Following the disposal of the 20% interest on January 16, ESBR to Mitsui & Co. Ltd (see Note 5.4.1). In accordance with the 2014, the residual interest in ESBR has been accounted for as an provisions of IAS 28 Revised – Investments in Associates and Joint associate.

Contributions made by joint ventures to the income statement for The income statement line item "Share in net income of associates", 2014 and the statement of financial position at December 31, 2014 which is now "Share in net income of entities accounted for using as well as the comparative financial statements for the year ended the equity method", is now presented within "Current operating

the Group determined the equity-accounted carrying amount of
values. These losses are attributable to the goodwill allocated to payments (IFRS 2). the joint ventures in accordance with the transitional provisions of Note 2.3.6 "Impacts on certain key indicators" presents the IFRS 11 and were recognized as ^a deduction from shareholders' quantified reconciliation of current operating income and EBITDA as equity at January 1, 2013.

presentation changes. As ^a result of the analyses carried out in light of the criteria set out in The Group considers that the inclusion of the share in net income of IFRS 10 – Consolidated Financial Statements, the Group modified entities accounted for using the equity method under the new line the consolidation method used for a very limited number of entities.

2.2 Changes in the presentation of the

In view of the application of IFRS ¹¹ and the growing importance of definition of EBITDA, which are key performance indicators and are activities and new projects carried out with partners within joint therefore presented in Note 6 "Segment information" as well as in ventures or associates, the Group adapted the presentation of its the annual management report. income statement and the definition of the financial indicator EBITDA.

December 31, 2013 are presented in Note 4. income after share in net income of entities accounted for using the equity method". The Group also continues to present "Current The Group also carried out the following transactions in accordance operating income" before share in net income of entities accounted with the transitional provisions of IFRS 11: for using the equity method.

Similarly, the calculation method for the financial indicator EBITDA each joint venture at January 1, 2013 and allocated to each joint has been broadened to include the contribution of entities venture a share of the goodwill of the CGU to which it belongs in accordance with the provisions defined by IFRS 11. Goodwill accounted for using the equity method, net disbursements under reclassified under "Investments in entities accounted for using the concession contracts, net additions to provisions and "Net equity method" amounted to €495 million at January 1, 2013; write-downs of inventories, trade receivables and other assets". In the joint ventures to which goodwill was allocated at January 1, view of this new definition, reconciling items between EBITDA and 2013 were tested for impairment. These tests resulted in the "Current operating income after share in net income of entities recognition by the Group of €127 million in total impairment accounted for using the equity method" are now limited to net losses, Group share, on the joint ventures' equity-accounted additions to depreciation and amortization and share-based

published in the consolidated financial statements at December 31, IFRS 10 - Consolidated Financial Statements 2013 and the comparative data at this date taking into account the

item "Current operating income after share in net income of entities The impacts were not material. accounted for using the equity method" and in EBITDA provides a more accurate presentation of the performance of the Group's operating activities and its operating segments. Following the application of the new consolidation standards, the Management income statement and certain key Committee regularly reviews the Group's operating performance indicators with regard to "Current operating income after share in net income of entities accounted for using the equity method" and the new

2.3 Restatement of 2013 comparative data

2.3.1 Income statement for the year ended December 31, 2013

In millions of euros	Dec. 31, 2013 (published)(1)	Presentation changes in the income statement	First-time application of consolidation standards	Dec. 31, 2013 (restated)(1)
Revenues	89,300	-	(1,402)	87,898
Purchases	(51,216)	-	820	(50,396)
Personnel costs	(11,704)	-	89	(11,615)
Depreciation, amortization and provisions	(6,600)	-	174	(6,426)
Other operating expenses	(14,058)	-	205	(13,853)
Other operating income	2,107	-	(30)	2,077
CURRENT OPERATING INCOME	7,828	-	(144)	7,685
Share in net income of entities accounted for using the equity method	-	490	80	570	III
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,828	490	(64)	8,254
Mark-to-market on commodity contracts other than trading instruments	(226)	-	-	(226)
Impairment losses(2)	(14,943)	-	173	(14,770)
Restructuring costs	(305)	-	3	(302)
Changes in scope of consolidation	406	-	-	405
Other non-recurring items	545	-	(1)	544
INCOME/(LOSS) FROM OPERATING ACTIVITIES	(6,695)	490	112	(6,093)
Financial expenses	(2,487)	-	44	(2,444)
Financial income	510	-	(12)	498
NET FINANCIAL INCOME/(LOSS)	(1,977)	-	32	(1,945)
Income tax expense	(727)	-	(18)	(745)
Share in net income of associates	490	(490)	-	-
NET INCOME/(LOSS)	(8,909)	-	126	(8,783)
Net income/(loss) Group share	(9,289)	-	92	(9,198)
Non-controlling interests	380	-	35	414
BASIC EARNINGS/(LOSS) PER SHARE (EUROS)	(3.94)	-	-	(3.90)
DILUTED EARNINGS/(LOSS) PER SHARE (EUROS)	(3.94)	-	-	(3.90)

(1) The Group's interest in SUEZ Environnement was fully consolidated in the financial statements until July 22, 2013 and then accounted for using the equity method as from that date (see Note 5.7).

(2) The decrease of €173 million under "Impairment losses" resulting from the first-time application of the consolidation standards, is mainly due to:

(i) the €80 million impairment loss attributable to the goodwill allocated to a joint venture of the Energy - Central Western Europe (CWE) CGU in accordance with the transitional provisions of IFRS 11 described in Note 2.1 and recognized as a deduction from shareholders' equity at January 1, 2013. The impairment loss recognized within the CWE goodwill CGU in the reported income statement for 2013 has been reduced by €80 million. This adjustment led to an increase for the same amount in net income/(loss) Group share.

(ii) the reclassification of impairment losses on property, plant and equipment and intangible assets of joint ventures from "Impairment losses" to "Share in net income of entities accounted for using the equity method". These reclassifications had no impact on net income for the year ended December 31, 2013.

2.3.2 Statement of comprehensive income for the year ended December 31, 2013

In millions of euros	Dec. 31, 2013 (published)(1)	First-time application of consolidation standards	Dec. 31, 2013 (restated)(1)
NET INCOME/(LOSS)	(8,909)	126	(8,783)
Available-for-sale financial assets	(51)	4	(47)
Net investment hedges	375	-	375
Cash flow hedges (excl. commodity instruments)	537	(43)	494
Commodity cash flow hedges	(261)	(1)	(262)
Deferred tax on items above	(212)	11	(201)
Share of entities accounted for using the equity method in recyclable items, net of tax	128	28	156
Translation adjustments	(2,043)	(11)	(2,054)
TOTAL RECYCLABLE ITEMS	(1,527)	(12)	(1,539)
Actuarial gains and losses	633	(9)	624
Deferred tax on actuarial gains and losses	(200)	1	(199)
Share of entities accounted for using the equity method in non-recyclable items from actuarial gains and losses, net of tax	(12)	8	(4)
TOTAL NON-RECYCLABLE ITEMS	420	-	420
TOTAL COMPREHENSIVE INCOME/(LOSS)	(10,016)	114	(9,902)
o/w Owners of the parent	(10,093)	90	(10,003)
o/w Non-controlling interests	77	24	101

2.3.3 Statement of financial position at January 1, 2013

In millions of euros	January 1, 2013 (published)(1)	First-time application of consolidation standards	January 1, 2013 (restated)(1)
Non-current assets
Intangible assets, net	13,020	(357)	12,663
Goodwill	30,035	(500)	29,535

Property, plant and equipment, net	86,597	(4,835)	81,761
Available-for-sale securities	3,398	(57)	3,341
Loans and receivables at amortized cost	3,541	(490)	3,051
Derivative instruments	3,108	1	3,109
Investments in entities accounted for using the equity method	2,961	3,197	6,158
Other assets	962	(28)	933
Deferred tax assets	1,487	(154)	1,333	III
TOTAL NON-CURRENT ASSETS	145,109	(3,225)	141,884
Current assets
Loans and receivables at amortized cost	1,630	344	1,974
Derivative instruments	4,280	12	4,292
Trade and other receivables, net	25,034	(238)	24,797
Inventories	5,423	(91)	5,332
Other assets	9,012	(201)	8,811
Financial assets at fair value through income	432	(1)	431
Cash and cash equivalents	11,383	(444)	10,939
Assets classified as held for sale	3,145	(391)	2,754
TOTAL CURRENT ASSETS	60,339	(1,009)	59,329
TOTAL ASSETS	205,448	(4,234)	201,213
Shareholder's equity(2)	59,834	(74)	59,760
Non-controlling interests	11,468	204	11,672
TOTAL EQUITY	71,303	130	71,432
Non-current liabilities
Provisions	15,480	(75)	15,405
Long-term borrowings	45,247	(3,302)	41,945
Derivative instruments	2,751	(94)	2,657
Other financial liabilities	343	281	624
Other liabilities	2,063	(38)	2,025
Deferred tax liabilities	11,959	(262)	11,697
TOTAL NON-CURRENT LIABILITIES	77,843	(3,490)	74,353
Current liabilities
Provisions	2,071	(29)	2,042
Short-term borrowings	11,962	108	12,069
Derivative instruments	4,092	(26)	4,066
Trade and other payables	19,481	(462)	19,019
Other liabilities	16,820	(71)	16,749
Liabilities directly associated with assets classified as held for sale	1,875	(392)	1,483
TOTAL CURRENT LIABILITIES	56,302	(873)	55,428
TOTAL EQUITY AND LIABILITIES	205,448	(4,234)	201,213

(1) The Group's interest in SUEZ Environnement was fully consolidated at January 1, 2013 (see Note 5.7).

(2) This negative €74 million impact on shareholders' equity resulted from (i) the €127 million impairment loss recognized at January 1, 2013, on the equity-accounted values of certain joint ventures, to which goodwill was allocated at January 1, 2013 in accordance with the transitional provisions of IFRS 11 described in Note 2.1 and (ii) the reversal of the joint venture Tirreno Power's negative net equity (€53 million at January 1, 2013), which was accounted for using the proportionate method until December 31, 2012 and the equity method as from January 1, 2013. At that date, the Group did not consider that it had any legal, contractual or constructive obligation to make any payments in respect of these accumulated losses and therefore did not recognize a liability corresponding to the negative net equity of €53 million.

2.3.4 Statement of financial position at December 31, 2013

	Dec. 31, 2013	First-time application of consolidation	Dec. 31, 2013
In millions of euros	(published)	standards	(restated)
Non-current assets
Intangible assets, net	7,286	(244)	7,042
Goodwill	20,697	(277)	20,420
Property, plant and equipment, net	65,037	(1,925)	63,112
Available-for-sale securities	3,015	-	3,015
Loans and receivables at amortized cost	2,368	(471)	1,898
Derivative instruments	2,351	1	2,351
Investments in entities accounted for using the equity method	4,636	2,163	6,799
Other assets	723	(38)	685
Deferred tax assets	662	(172)	490
TOTAL NON-CURRENT ASSETS	106,775	(963)	105,813
Current assets
Loans and receivables at amortized cost	1,078	393	1,470
Derivative instruments	3,825	9	3,833
Trade and other receivables, net	21,318	(261)	21,057
Inventories	5,070	(97)	4,973
Other assets	8,229	(72)	8,157
Financial assets at fair value through income	1,004	(3)	1,001
Cash and cash equivalents	8,691	15	8,706
Assets classified as held for sale	3,620	(2,699)	922
TOTAL CURRENT ASSETS	52,836	(2,716)	50,120
TOTAL ASSETS	159,611	(3,678)	155,932
Shareholder's equity	47,955	16	47,971
Non-controlling interests	5,535	154	5,689
TOTAL EQUITY	53,490	170	53,659
Non-current liabilities
Provisions	14,129	(64)	14,066
Long-term borrowings	29,424	(848)	28,576
Derivative instruments	2,101	(39)	2,062
Other financial liabilities	158	55	213
Other liabilities	1,187	(40)	1,147
Deferred tax liabilities	9,792	(326)	9,466
TOTAL NON-CURRENT LIABILITIES	56,792	(1,262)	55,530
Current liabilities
Provisions	2,050	(18)	2,032
Short-term borrowings	10,490	(175)	10,316
Derivative instruments	4,062	(19)	4,043
Trade and other payables	16,599	(201)	16,398
Other liabilities	13,606	(85)	13,521
Liabilities directly associated with assets classified as held for sale	2,521	(2,088)	434
TOTAL CURRENT LIABILITIES	49,329	(2,586)	46,743
TOTAL EQUITY AND LIABILITIES	159,611	(3,678)	155,932

2.3.5 Statement of cash flows for the year ended December 31, 2013

In millions of euros	Dec. 31, 2013 (published)(1)	First-time application of consolidation standards	Dec. 31, 2013 (restated)(1)
NET INCOME/(LOSS)	(8,909)	126	(8,783)
Cash generated from operations before income tax and working capital requirements	14,313	(184)	14,129
Change in working capital requirements	(186)	95	(91)
CASH FLOW FROM OPERATING ACTIVITIES	12,024	(44)	11,980
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES	(5,611)	508	(5,103)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES	(6,982)	(45)	(7,027)
Effects of changes in exchange rates and other	(2,123)	39	(2,083)
TOTAL CASH FLOW FOR THE PERIOD	(2,691)	458	(2,233)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	11,383	(444)	10,939	III
CASH AND CASH EQUIVALENTS AT END OF PERIOD	8,691	15	8,706

2.3.6 Impacts on certain key indicators

RECONCILIATION OF EBITDA – CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

In millions of euros	Dec. 31, 2013 (published)(1)	Incorporation of income of entities accounted for using the equity method	First-time application of consolidation standards	New EBITDA definition	Dec. 31, 2013 (restated)(1)
CURRENT OPERATING INCOME	7,828	-	(144)	-	7,685
Share in net income of entities accounted for using the equity method	-	490	80	-	570
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,828	490	(64)	-	8,254
Net depreciation, amortization and provisions	6,600	-	(174)	(551)	5,875
Share-based payments (IFRS 2) and other	99	-	-	(6)	93
Net disbursements under concession contracts	247	-	(1)	(247)	-
EBITDA	14,775	490	(239)	(804)	14,223

NET DEBT

In millions of euros	January 1, 2013 (published)(1)	First-time application of consolidation standards	January 1, 2013 (restated)(1)
GROSS DEBT	57,489	(3,196)	54,292
ASSETS RELATED TO FINANCING	(295)	-	(295)
NET CASH	(13,279)	445	(12,834)
NET DEBT	43,914	(2,751)	41,163

(1) The Group's interest in SUEZ Environnement was fully consolidated at January 1, 2013 (see Note 5.7).

In millions of euros	Dec. 31, 2013 (published)	First-time application of consolidation standards	Dec. 31, 2013 (restated)
GROSS DEBT	40,421	(1,028)	39,393
ASSETS RELATED TO FINANCING	(91)	-	(91)
NET CASH	(10,490)	(11)	(10,502)
NET DEBT	29,840	(1,039)	28,800

NOTE 3 Main subsidiaries at December 31, 2014

equity method and "NC" indicates non-consolidated entities. December 31, 2014

The list of main subsidiaries presented below was determined, as headquarters functions which report to management teams of regards operating entities, based on their contribution to Group different business lines. In the following tables, these operating revenues, EBITDA and net debt. The main equity-accounted activities and headquarters functions are shown under GDF SUEZ investments (associates and joint ventures) are presented in Note 4 SA (*) within the respective business lines. "Investments in entities accounted for using the equity method".

3.1 List of main subsidiaries at "FC" indicates the full consolidation method, "EM" designates the

GDF SUEZ SA comprises both operating activities and

ENERGY INTERNATIONAL BUSINESS LINE

				% interest		Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
E-CL Group	Electricity production	Chile	52.8	52.8	FC	FC
Enersur	Electricity production	Peru	61.8	61.8	FC	FC
Tractebel Energia Group	Electricity production	Brazil	68.7	68.7	FC	FC
GLOW Group	Electricity distribution and production	Thailand	69.1	69.1	FC	FC
Hazelwood Power Partnership	Electricity production	Australia	72.0	72.0	FC	FC
Loy Yang B Consolidated	Electricity production	Australia	70.0	70.0	FC	FC
GDF SUEZ Energy Generation North America Group	Electricity production	United States	100.0	100.0	FC	FC
GDF SUEZ Gas NA LLC Group	Natural gas/LNG	United States	100.0	100.0	FC	FC
GDF SUEZ Energy Resources North America Group	Energy sales	United States	100.0	100.0	FC	FC
FHH (Guernsey) Ltd	Electricity production	United Kingdom	75.0	75.0	FC	FC
Rugeley Power Limited	Electricity production	United Kingdom	75.0	75.0	FC	FC
Saltend	Electricity production	United Kingdom	75.0	75.0	FC	FC
Baymina Enerji A.S.	Electricity production	Turkey	95.0	95.0	FC	FC
GDF SUEZ Energy UK Retail	Energy sales	United Kingdom	100.0	100.0	FC	FC
International Power plc	Energy International business line headquarters	United Kingdom	100.0	100.0	FC	FC

ENERGY EUROPE BUSINESS LINE

				% interest		Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
GDF SUEZ Energie Deutschland AG	Electricity production/Energy sales	Germany	100.0	100.0	FC	FC
Electrabel SA	Electricity production	Belgium/France	100.0	100.0	FC	FC
Electrabel Customer Solutions	Energy sales	Belgium	98.8	95.8	FC	FC
Synatom	Managing provisions relating to nuclear power plants and nuclear fuel	Belgium	100.0	100.0	FC	FC
GDF SUEZ Nederland N.V.	Electricity production/Energy sales	Netherlands	100.0	100.0	FC	FC
GDF SUEZ Trading	Energy management trading	France/Belgium	100.0	100.0	FC	FC
GDF SUEZ Energy Management Trading	Energy management trading	France/Belgium	100.0	100.0	FC	FC
Compagnie Nationale du Rhône	Electricity production	France	49.9	49.9	FC	FC
GDF SUEZ SA (*)	Energy management trading/Energy sales	France	100.0	100.0	FC	FC
GDF SUEZ Cartagena Energia	Electricity production	Spain	100.0	100.0	FC	FC
GDF SUEZ Energia Italia Spa	Electricity production	Italy	100.0	100.0	FC	FC
GDF SUEZ Energia Polska SA	Electricity production	Poland	100.0	100.0	FC	FC
GDF SUEZ Energy Romania SA	Natural gas distribution/Energy sales	Romania	51.0	51.0	FC	FC

GLOBAL GAS & LNG BUSINESS LINE

				% interest	Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
GDF SUEZ E&P International Group	Exploration-production	France and other countries	70.0	70.0	FC	FC
GDF SUEZ E&P International	Holding company - parent company	France	70.0	70.0	FC	FC
GDF SUEZ E&P Nederland B.V.	Exploration-production	Netherlands	70.0	70.0	FC	FC
GDF SUEZ E&P Deutschland GmbH	Exploration-production	Germany	70.0	70.0	FC	FC
GDF SUEZ E&P Norge AS	Exploration-production	Norway	70.0	70.0	FC	FC
GDF SUEZ E&P UK Ltd	Exploration-production	United Kingdom	70.0	70.0	FC	FC
Gaztransport & Technigaz (GTT)	Engineering	France	40.4	40.0	FC	EM
GDF SUEZ SA (*)	LNG/Global Gas & LNG business line headquarters	France	100.0	100.0	FC	FC

INFRASTRUCTURES BUSINESS LINE

				% interest	Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
ELENGY	LNG terminals	France	100.0	100.0	FC	FC
GrDF	Natural gas distribution	France	100.0	100.0	FC	FC
GRTgaz Group	Natural gas transmission	France	75.0	75.0	FC	FC
STORENGY SA	Underground natural gas storage	France	100.0	100.0	FC	FC

ENERGY SERVICES BUSINESS LINE

				% interest		Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Cofely Fabricom SA	Systems, Facilities and Maintenance	Belgium	100.0	100.0	FC	FC
Cofely Nederland N.V.	Energy services	Netherlands	100.0	100.0	FC	FC
Axima Concept	Systems, Facilities and Maintenance	France	100.0	100.0	FC	FC
Endel Group	Systems, Facilities and Maintenance	France	100.0	100.0	FC	FC
INEO Group	Systems, Facilities and Maintenance	France	100.0	100.0	FC	FC
Tractebel Engineering	Engineering	Belgium	100.0	100.0	FC	FC
Ecova	Energy services	United States	100.0	-	FC	NC
Cofely Italia Spa	Energy services	Italy	100.0	100.0	FC	FC
Cofely UK Ltd		Energy services United Kingdom	100.0	100.0	FC	FC
Cofely Workplace Limited		Energy services United Kingdom	100.0	100.0	FC	FC
Cofely Réseaux	Heating networks	France	100.0	100.0	FC	FC
CPCU	Heating networks	France	64.4	64.4	FC	FC

OTHER BUSINESS LINE

				% interest	Consolidation method
Company name	Activity	Country	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
GDF SUEZ SA ( ) *	Holding company - parent company	France	100.0	100.0	FC	FC
GDF SUEZ CC	Central functions	Belgium	100.0	100.0	FC	FC
GDF SUEZ Finance SA	Financial subsidiaries	France	100.0	100.0	FC	FC

after ^a consultation period. when assessing control

The Group primarily considers the following information and criteria GDF SUEZ E&P, as the rights granted to CIC represent minority

are exposed when undertaking exploration-production activities. governance arrangements: voting rights and whether the Group is represented on the governing bodies, majority, rights of veto; GRTgaz (Infrastructures): 75%
whether substantive or protective rights are granted to

The Group exercised its judgment regarding the entities and transportation market in France. Accordingly, since the transposition of

This category mainly comprises the GDF SUEZ E&P International energy code confers certain powers on the CRE in the context of its

On October 31, 2011, GDF SUEZ and China Investment investments. The Group considers that it exercises control over GRTgaz Corporation (CIC) signed a partnership agreement for the acquisition in view of its current ability to appoint the majority of the members of the by CIC of a 30% stake in the Group's exploration-production board of directors and take decisions about the relevant activities, activities (GDF SUEZ E&P). The shareholder agreement provides especially in terms of the level of investment and planned financing. that certain investment decisions relating to major development

3.2 Significant judgments exercised projects require ^a unanimous decision from the two shareholders,

The GDF SUEZ Group considered that it continued to control when determining whether it has control over an entity: protective rights, regarding in particular the risks to which all shareholders

In addition to the analysis of the shareholder agreement with Société shareholders, particularly in relation to the entity's relevant d'Infrastructures Gazières, a subsidiary of Caisse des Dépôts et activities; Consignations (CDC), which owns 25% of the share capital of GRTgaz, the consequences of ^a "deadlock" clause; the Group also assessed the rights granted to the French Energy whether the Group is exposed, or has rights, to variable returns Regulatory Commission (Commission de régulation de l'énergie – CRE). from its involvement with the entity. As ^a regulated activity, GRTgaz has ^a dominant position on the gas sub-groups described below. the Third European Directive of July 13, 2009 into French law (Energy code of May 9, 2011), GRTgaz has been subject to independence rules Entities in which the Group has the majority of the voting rights as concerns its directors and senior management team. The French (70%) and GRTgaz (75%) sub-groups. duties to control the proper functioning of the gas markets in France, including verifying the independence of the members of the board of GDF SUEZ E&P International (Global Gas & LNG): 70% directors and senior management and assessing its choice of

Entities in which the Group does not have the majority of the Compagnie Nationale du Rhône (CNR): 49.98%

evidence of minority shareholders acting in concert. voting rights exercised by the Group at shareholders' meetings Gaztransport & Technigaz (GTT): 40.4% during recent years;
governance arrangements: representation on the governing body

The main fully consolidated entities in which the Group does not time of its stock market listing, GDF SUEZ held the majority of the have the majority of the voting rights are Compagnie Nationale du seats on the Board of Directors and, in view of the widely dispersed

voting rights The Group holds 49.98% of the share capital of CNR, with CDC In the entities in which the Group does not have a majority of the holding 33.2%, and the balance (16.82%) being dispersed among voting rights, judgment is exercised with regard to the following around 200 local authorities. In view of the current provisions of the items, in order to assess whether there is a situation of de facto French "Murcef" law, under which a majority of CNR's share capital control: must remain under public ownership, the Group is unable to hold more than 50% of the share capital of CNR. However, the Group dispersion of shareholding structure: number of voting rights held considers that it exercises de facto control as it holds the majority of by the Group relative to the number of rights held respectively by the voting rights exercised at shareholders' meetings owing to the the other vote holders and their dispersion; widely dispersed shareholding structure and the absence of voting patterns at shareholders' meetings: the percentages of

As described in Note 5.1.1, further to GTT's initial public offering, with strategic and operational decision-making power over the the GDF SUEZ Group became the largest shareholder in that relevant activities, as well as the rules for appointing key management company with a 40.4% stake. The free float represented around personnel; 44% of the share capital at December 31, 2014. The Group III contractual relationships and material transactions. considers that it exercises de facto control over GTT. Indeed, at the Rhône (49.98%) and Gaztransport & Technigaz (40.4%). shareholding structure and the absence of evidence of minority shareholders acting in concert, GDF SUEZ considers that it will have the majority of the voting rights exercised at forthcoming shareholders' meetings.

3.3 Subsidiaries with material non-controlling interests

The following table shows the non-controlling interests in Group entities that are deemed to be material, the respective contributions to equity and attributable net income at December 31, 2014 and December 31, 2013, as well as the dividends paid to non-controlling interests of these significant subsidiaries:

		% interest of non-controlling interests		Net income of non-controlling interests		Equity of non-controlling interests		Dividends paid to non-controlling interests
In millions of euros	Activity	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
GDF SUEZ E&P International Group (Global Gas & LNG, France and other countries)(1)	Portfolio of exploration-production assets and oil and gas field operation assets	30.0	30.0	80	108	940	954	171	196
GRTgaz Group (Infrastructures, France)	Regulated gas transmission activities in France	25.0	25.0	91	70	938	941	70	60
E-CL Group (BEI, Chile)(2)	Electricity production - thermal power plants	47.2	47.2	15	9	741	625	34	2
GLOW Group (BEI, Thailand)(2)	Electricity distribution and production	30.9	30.9	109	85	490	392	57	27
GDF SUEZ Energy Romania (BEE, Romania)(2)	Distribution of natural gas/Energy sales	49.0	49.0	50	44	418	396	31	21
GTT (Global Gas & LNG, France)	Engineering	59.6	-	19	-	418	-	78	-
Other subsidiaries with non-controlling interests(3)				307	100	2,486	2,380	319	767
TOTAL				669	414	6,432	5,689	761	1,073

(1) The main subsidiaries of the GDF SUEZ E&P International group are shown in Note 3.1.

(2) The E-CL and GLOW groups, along with GTT, are listed on the stock markets in their respective countries. The non-controlling interests in the E-CL group and GTT correspond to the free float.

(3) In 2013, the amount of €767 million in dividends includes the dividends paid to non-controlling interests of SUEZ Environnement and the subsidiaries of SUEZ Environnement for an amount of €396 million.

3.3.1 Condensed financial information on subsidiaries with material non-controlling interests

The condensed financial information concerning these subsidiaries presented in the table below is based on a 100% interest, and is shown before intragroup eliminations.

	GDF SUEZ E&P International Group		GRTgaz Group E-CL Group					GLOW Group	GDF SUEZ Energy	Romania	GTT(2)
In millions of euros	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Income statement
Revenues	2,863	2,903	2,051	1,889	933	908	1,681	1,659	951	914	186	-
Net income/(loss)	246	366	363	278	24	9	260	226	101	89	33	-
Net income/(loss) Group share	166	259	272	209	9	-	152	142	52	46	13	-
Other comprehensive income/(loss) - Owners of the parent	41	(24)	(72)	22	(2)	7	(7)	15	-	2	-	-
TOTAL COMPREHENSIVE INCOME - OWNERS OF THE PARENT	208	234	200	231	7	8	145	157	51	47	13	-
Statement of financial position
Current assets	2,112	2,434	557	601	554	726	628	656	408	394	182	-
Non-current assets	7,042	6,656	8,855	8,553	1,970	1,628	2,644	2,413	748	738	755	-
Current liabilities	(1,302)	(1,897)	(798)	(885)	(170)	(433)	(493)	(598)	(219)	(215)	(122)	-
Non-current liabilities	(4,879)	(4,172)	(4,864)	(4,507)	(861)	(676)	(1,483)	(1,436)	(101)	(120)	(114)	-
TOTAL EQUITY	2,972	3,020	3,750	3,763	1,494	1,245	1,297	1,036	836	797	701	-
TOTAL NON- CONTROLLING INTERESTS	940	954	938	941	741	625	490	392	418	396	418	-
Statement of cash flows
Cash flow from operating activities	956	1,044	884	868	202	164	429	286	204	119	98	-
Cash flow from (used in) investing activities	(896)	(756)	(720)	(777)	(39)	(88)	(21)	(15)	(61)	(106)	116	-
Cash flow from (used in) financing activities	(631)	61	(292)	(96)	(105)	(49)	(404)	(447)	(97)	(50)	(135)	-
TOTAL CASH FLOW FOR THE PERIOD(1)	(571)	349	(128)	(5)	57	26	3	(176)	47	(38)	80	-

(1) Excluding effects of changes in exchange rates and other.

(2) Data presented in the table correspond to the GTT's contribution in the Group's financial statements since March 3, 2014, date on which it was fully consolidated for the first time. Before that date, GTT was accounted for using the equity method in the Group's financial statements.

Mitsui & Co. Ltd (see Note 2 "Main changes in Group structure" to ²⁰¹³ concern the repurchase in ²⁰¹⁴ of interests in Electrabel

3.3.2 Other information on material non-controlling interests Note 5 "Main changes in Group structure") and the sale in 2013 of a 28% interest in ^a power production asset portfolio in Australia to The main transactions with non-controlling interests in ²⁰¹⁴ and the consolidated financial statements for the year ended Customer Solutions held by the public sector in Flanders (see December 31, 2013).

NOTE 4 Investments in entities accounted for using the equity method

The respective contributions of associates and joint ventures in the statement of financial position at December 31, 2014 and December 31, 2013, and in the income statement and statement of comprehensive income for the years then ended, are as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Statement of financial position
Investments in associates	5,191	4,522
Investments in joint ventures	1,864	2,277
INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,055	6,799
Income statement
Share in net income of associates	196	493
Share in net income of joint ventures	246	77
SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	441	570
Statement of comprehensive income
Share of associates in "Other comprehensive income"	(98)	127
Share of joint ventures in "Other comprehensive income"	(23)	25
SHARE OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD IN "OTHER COMPREHENSIVE INCOME"	(121)	152

governance arrangements: whether the Group is represented on the governing bodies, majority rules, rights of veto; SUEZ Environnement (33.7%)
whether substantive or protective rights are granted to shareholders, With effect from July 22, 2013, the date on which the

This can also involve analyzing the Group's contractual relations into on an arm's length basis. with the entity, and in particular the conditions in which contracts are entered into, contract terms and the management of any Associates in which the Group holds an interest of less than 20% conflicts of interest that may arise when the entity's governing Cameron Holding LNG LLC (16.6%) body casts votes.

The Group exercised its judgment regarding the following entities and GDF SUEZ entered into a partnership agreement with Sempra (50.2%),

The significant judgments made in determining the consolidation LLC since October 1, 2014 and will have a long-term liquefaction method to be applied to these project management entities capacity of 4 million tonnes per year (mtpa). Construction work has concerned begun on the project and the facility should be operational for the risks and rewards relating to a contract between GDF SUEZ and commercial purposes as from 2018. The agreement grants all the entity concerned, as well as an analysis of the shareholders the right to participate in all decisions about the relevant residual relevant activities over which the entity retains control after its creation. The Group considers that it has significant influence or activities, on the basis of qualified majorities. Accordingly, GDF SUEZ joint control over these entities, since the decisions taken has significant influence over this entity, which it has accounted for as an associate. throughout the term of the project about the relevant activities such

Significant judgments as refinancing, or the renewal or amendment of significant contracts (sales, purchases, operating and maintenance services), require, The Group primarily considers the following information and criteria in depending on the case, the unanimous consent of two or more of determining whether it has joint control or significant influence over an entity: parties sharing control.

particularly in relation to the entity's relevant activities. SUEZ Environnement shareholders' agreement expired, GDF SUEZ This can be difficult to determine in the case of "project no longer controls SUEZ Environnement but exercises significant management" or "one-asset" entities, as certain decisions influence over the company. In particular, this is because: a) the concerning the relevant activities are made upon the creation of Group does not have a majority of members on the joint arrangement and valid throughout the project. SUEZ Environnement's Board of Directors; b) at Shareholders' Accordingly, the decision-making analysis concerns the relevant Meetings, although SUEZ Environnement's shareholder base is residual activities of the entity (those that significantly affect the fragmented and GDF SUEZ holds ^a large interest, past voting returns of the entity); shows that GDF SUEZ alone did not have the majority at Ordinary the consequences of a "deadlock" clause; and Extraordinary Shareholders' Meetings between 2010 and 2014; whether the Group is exposed, or has rights, to variable returns and c) the operational transition agreements (essentially relating to a from its involvement with the entity. framework agreement governing purchases and IT) were entered

sub-groups: Mitsubishi (16.6%) and Mitsui (16.6%) to develop the Cameron LNG project in the US. Pursuant to these agreements, GDF SUEZ has held a Project management entities in the Middle East 16.6% stake in the project management entity Cameron Holding LNG

GDF SUEZ holds a 60% arrangement. stake in the Tihama cogeneration plant in Saudi Arabia and its partner Saudi Oger holds 40%. The Group In view of this position and its application to our analyses, the Group considers that it has joint control of Tihama since the decisions has no material joint operation at December 31, 2014. about its relevant activities, including for example preparation of the budget and amendments to major contracts, require the unanimous consent of the parties sharing control.

Joint control - difference between joint ventures and joint

Classifying a joint arrangement requires the Group to use its The table hereafter shows the contribution of each material judgment to determine whether the entity in question is ^a joint associate along with the aggregate contribution of associates venture or ^a joint operation. IFRS 11 requires an analysis of "other

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

Joint ventures in which the Group holds an interest of more than The IFRS Interpretations Committee ("IFRS IC") (November 2014) 50% decided that for an entity to be classified as a joint operation, other facts and circumstances must give rise to direct enforceable rights Tihama (60%) to the assets, and obligations for the liabilities, of the joint

4.1 Investments in associates

4.1.1 Contribution of material associates and of associates operations that are not material to the Group taken individually

III deemed not material taken individually, in the consolidated facts and circumstances" when determining the classification of statement of financial position, income statement, statement of jointly controlled entities. comprehensive income, and the "Dividends received from companies accounted for using the equity method" line of the statement of cash flows.

The Group used qualitative and quantitative criteria to determine material associates. These criteria include the contribution to the consolidated line items "Share in net income of associates" and "Investments in associates", the total assets of associates in Group share, and associates carrying major projects in the study or construction phase for which the related investment commitments are material.

Corporate name	Activity	% interest		Carrying amount of investments in	associates	Share in net income/(loss) of associates		Other comprehensive income/(loss) of associates		Dividends received from associates
In millions of euros		2014	2013	2014	2013	2014	2013	2014	2013	2014	2013
SUEZ Environnement Group (Other, Europe/Asia/Latin America)	Water and waste processing	33.70	35.68	1,996	1,882	118	106	60	35	118	30
Paiton (BEI, Indonesia)	Coal-fired power plant (2,035 MW)	40.51	40.51	726	581	65	64	(5)	7	-	67
Energia Sustentável Do Brasil (BEI, Brazil)(1)	Hydro power plant (3,750 MW)	40.00	-	676	-	(165)	-	(1)	-	-	-
Project management entities in the Middle East (BEI, Saudi Arabia, Bahrain, Qatar, United Arab Emirates, Oman)(2)	Gas-fired power plants and seawater desalination facilities			459	485	121	127	(71)	77	82	77
Senoko (BEI, Singapore)	Gas-fired power plants (3,201 MW)	30.00	30.00	302	319	10	33	(50)	4	1	4
GASAG (BEE, Germany)	Gas and heat networks	31.58	31.58	295	316	9	21	(12)	5	18	10
Canadian renewable energy activities (BEI, Canada)	Wind farm (679 MW)	40.00	40.00	191	210	12	-	(7)	8	32	2
Cameron (Global Gas & LNG, United States)	Gas liquefaction terminal	16.60	-	166	-	(1)	-	(15)	-	-	-
Astoria Energy, Phase I (BEI, United States)	Gas-fired power plant (575 MW)	44.80	44.80	124	171	10	1	-	-	-	-
ISAB Energy (BEE, Italy/BEI, Italy)(3)	Integrated gasification combined cycle plant (532 MW)	-	49.00	-	212	8	29	-	-	26	7
Other investments in associates that are not material taken individually				257	347	9	114	3	(9)	29	84
INVESTMENTS IN ASSOCIATES				5,191	4,522	196	493	(98)	127	306	281

(1) At December 31, 2013, the 60% interest in Energia Sustentável do Brasil (ESBR) was recognized as a joint venture. The 20% interest held for sale to Mitsui & Co. Ltd was recognized within "Assets classified as held for sale" and "Liabilities directly associated with assets classified as held for sale" in the statement of financial position. ESBR has been accounted for as an associate since the Group completed the sale of the 20% interest in January 2014.

(2) Investments in associates operating gas-fired power plants and seawater desalination facilities in the Arabian peninsula have been grouped together under "Project management entities in the Middle East". This includes around 40 associates operating thermal power plants with a total installed capacity of 24,943 MW (at 100%) and a further 2,032 MW (at 100%) in capacity under construction. These associates have fairly similar business models and joint arrangements: the project management entities selected as a result of a competitive bidding process develop, build and operate power generation plants and seawater desalination facilities. The entire output of these facilities is sold to government-owned companies under power and water purchase agreements, over periods generally spanning 20 to 30 years. In accordance with their contractual arrangements, the corresponding plants are recognized as property, plant and equipment or as financial receivables whenever substantially all of the risks and rewards associated with the assets are transferred to the buyer of the output. This treatment complies with IFRIC 4 and IAS 17. The shareholding structure of these entities systematically includes a government-owned company based in the same country as the project management entity. The Group's percent interest and percent voting rights in each of these entities varies between 20% and 50%.

(3) On June 16, 2014, the Group sold its interest in ISAB Energy to the ERG group (see Note 5 "Main changes in Group structure").

The share in net income/(loss) of associates includes net mainly including changes in the fair value of derivative instruments non-recurring expenses for a total amount of €17 million in 2014 and disposal gains and losses, net of taxes (see Note 11 "Net (compared to net non-recurring income of €14 million in 2013), recurring income Group share").

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

The amounts shown have been determined in accordance with equity attributable to GDF SUEZ". IFRS, before the elimination of intragroup items and after (i)

4.1.2 Financial information regarding material associates adjustments made in line with Group accounting policies, and (ii) fair value measurements of the assets and liabilities of the associate at The tables below provide condensed financial information for the the level of GDF SUEZ, as required by IAS 28. All amounts are Group's main associates. presented based on a 100% interest with the exception of "Total

In millions of euros	Revenues	Net income/ (loss)	Other compre- hensive income/ (loss)	Total compre- hensive income/ (loss)	Current assets	Non- current	Current assets liabilities liabilities	Non- current	Total equity	% interest of Group	Total equity attributable to GDF SUEZ
AT DECEMBER 31, 2014
SUEZ Environnement Group(1)	14,324	417	(31)	386	7,863	18,992	9,086	10,773	6,996	33.70	1,996
Paiton	657	161	(54)	107	483	3,260	478	1,473	1,791	40.51	726
Energia Sustentável do Brasil	233	(413)	(1)	(414)	481	5,897	1,278	3,409	1,690	40.00	676
Project management entities in the Middle East	2,957	510	(328)	182	2,254	20,445	3,119	17,706	1,873		459
Senoko	1,976	32	(167)	(135)	312	2,944	353	1,895	1,007	30.00	302
GASAG	1,099	30	(39)	(9)	969	1,964	1,782	217	934	31.58	295
Canadian renewable energy activities	171	39	(18)	21	86	1,384	70	924	476	40.00	191
Cameron	13	(6)	(91)	(97)	34	1,497	429	104	998	16.60	166
Astoria Energy, Phase I	222	(28)	-	(28)	37	819	28	551	277	44.80	124
ISAB Energy(2)	233	16	-	16	-	-	-	-	-	-	-
AT DECEMBER 31, 2013
SUEZ Environnement Group	14,323	352	93	445	7,988	18,433	9,077	9,863	6,951	35.68	1,882
Paiton	706	157	16	174	405	2,984	493	1,463	1,433	40.51	581
Project management entities in the Middle East	2,812	514	282	796	1,695	17,861	2,472	15,355	1,729		485
Senoko	2,339	109	12	121	319	2,810	645	1,421	1,063	30.00	319
GASAG	1,285	65	16	81	1,001	1,987	1,786	202	1,000	31.58	316
ISAB Energy	593	59	-	59	411	264	187	56	433	49.00	212
Canadian renewable energy activities	115	(1)	19	18	81	1,378	74	861	524	40.00	210
Astoria Energy, Phase I	165	6	-	6	37	748	38	366	381	44.80	171

(1) The data indicated in the table for SUEZ Environnement correspond to financial information published by SUEZ Environnement. Total SUEZ Environnement equity attributable to the Group amounts to €5,478 million based on the published financial statements of SUEZ Environnement and €5,923 million based on the financial statements of GDF SUEZ. The €445 million difference in these amounts chiefly reflects the fair value measurement of the assets and liabilities of SUEZ Environnement at the date the Group changed its consolidation method (July 22, 2013).

(2) ISAB Energy was sold on June 16, 2014.

SUEZ Environnement is the only material listed associate. Based on the closing share price at December 31, 2014, the market value of this interest was €2,628 million.

4.1.3 Transactions between the Group and its associates

The data below set out the impact of transactions with associates on the Group's 2014 consolidated financial statements.

In millions of euros	Purchases of goods and services	Sales of goods and services	Net financial income (excluding dividends)	Trade and other receivables	Loans and receivables at amortized cost	Trade and other payables	Borrowings and debt
Ores Assets(1)	270	4	-	7	-	-	-
Project management entities in the Middle East	-	255	-	12	434	-	-
Paiton	-	-	25	-	256	-	-
Contassur(2)	-	-	-	176	-	-	-
Energia Sustentável do Brasil	29	-	-	-	-	-	-
Other	19	111	-	20	6	-	1
AT DECEMBER 31, 2014	318	370	25	215	696	-	1

(1) The Walloon mixed inter-municipal company Ores Assets manages the electricity and gas distribution network in Wallonia. Following changes in governance arrangements in first-half 2014, as of June 26, 2014 the Group no longer exercised significant influence over the Walloon distribution network operator. The table above only shows transactions with Ores Assets in the first half of the year. The transportation costs incurred by Electrabel Customer Solutions (ECS) in connection with the use of Ores Assets' gas and electricity distribution network amounted to €270 million in first-half 2014 (€865 million in the year to December 31, 2013).

(2) Contassur is a life insurance company accounted for using the equity method. Contassur offers insurance contracts, chiefly with pension funds that cover post-employment benefit obligations for Group employees and also employees of other companies mainly engaged in regulated activities in the electricity and gas sector in Belgium. Insurance contracts entered into by Contassur represent reimbursement rights recorded within "Other assets" in the statement of financial position. These reimbursement rights totaled €176 million at December 31, 2014 (€167 million at December 31, 2013).

The table below shows the contribution of each material joint joint ventures carrying major projects in the study or construction venture along with the aggregate contribution of joint ventures phase for which the related investment commitments are material. deemed not material taken individually, in the consolidated statement of financial position, income statement, statement of comprehensive income, and the "Dividends received from entities

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 INVESTMENTS IN ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

4.2 Investments in joint ventures accounted for using the equity method" line of the statement of cash flows.

4.2.1 Contribution of material joint ventures and of joint The Group used qualitative and quantitative criteria to determine material joint ventures. These criteria include the contribution to the ventures that are not material to the Group taken lines "Share in net income of joint ventures" and "Investments in individually joint ventures", the total assets of joint ventures in Group share, and

Corporate name	Activity	% interest		Carrying amount of investments in joint ventures		Share in income/(loss) of joint ventures		Other comprehensive income/(loss) of joint ventures		Dividends received from joint ventures
In millions of euros		2014	2013	2014	2013	2014	2013	2014	2013	2014	2013
EcoEléctrica (BEI, Puerto Rico)	Combined-cycle gas-fired power plant and LNG terminal (507 MW)	50.00	50.00	458	388	33	35	-	-	17	27
Portfolio of power generation assets in Portugal (BEE, Portugal)	Electricity production (3,108 MW)	50.00	50.00	348	331	45	44	(10)	17	15	9
WSW Energie und Wasser AG (BEE, Germany)	Electricity distribution and production	33.10	33.10	199	205	3	(13)	-	1	7	8
NELP (BEI, United States)	Gas-fired power plants (591 MW)	50.00	50.00	145	87	59	17	-	-	19	-
Megal GmbH (BEE, Germany)	Gas transmission network	49.00	49.00	122	125	7	1	-	-	10	16
Maia Eolis (BEE, France)	Wind farm (229 MW)	49.00	49.00	97	98	-	(1)	-	-	-	-
Tihama Power Generation Co (BEI, Saudi Arabia)	Gas-fired power plants (1,595 MW)	60.00	60.00	72	62	5	16	-	6	3	-
PTT Natural Gas Distribution Co Ltd (BEI, Thailand)	Natural gas distribution	40.00	40.00	65	59	14	15	-	-	14	13
GNL Sur (BEI, Uruguay)	LNG terminal	50.00	-	62	-	(2)	-	-	-	-	-
Oyster Creek (BEI, United States)	Gas-fired power plant (393 MW)	50.00	50.00	29	89	44	21	(1)	-	93	19
Energia Sustentável do Brasil (BEI, Brazil)(1)	Hydro power plant (3,750 MW)	-	60.00	-	666	-	(30)	-	-	-	-
Other investments in joint ventures not individually significant				268	168	38	(29)	(10)	-	42	60
INVESTMENTS IN JOINT VENTURES				1,864	2,277	246	77	(23)	25	220	151

(1) At December 31, 2013, the 60% interest in Energia Sustentável do Brasil (ESBR) was recognized as a joint venture. The 20% share held for sale to Mitsui & Co. Ltd was recognized within "Assets classified as held for sale" and "Liabilities directly associated with assets classified as held for sale" in the statement of financial position. ESBR has been accounted for as an associate since the Group completed the sale of the 20% interest in January 2014.

The share in net income/(loss) of joint ventures includes in the fair value of derivatives and disposal gains and losses, net of non-recurring income of €15 million in 2014 (non-recurring tax (see Note 11 "Net recurring income Group share"). expenses of €78 million in 2013). These result chiefly from changes

presented based on ^a 100% interest with the exception of "Total IFRS before the elimination of intragroup items and after (i)

4.2.2 Financial information regarding material joint ventures value measurements of the assets and liabilities of the joint venture at the level of GDF SUEZ, as required by IAS 28. All amounts are The amounts shown have been determined in accordance with equity attributable to GDF SUEZ" in the statement of financial adjustments made in line with Group accounting policies, and (ii) fair position.

INFORMATION ON THE INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

In millions of euros	Revenues	Depreciation and amortization on intangible assets and property, plant and equipment	Net financial income(1)	Income taxes	Net income/ (loss)	Other compre- hensive income	Total compre hensive income/ (loss)
AT DECEMBER 31, 2014
EcoEléctrica	333	(70)	(3)	(3)	65	(1)	64
Portfolio of power generation assets in Portugal	652	(74)	(42)	(42)	140	(42)	98
WSW Energie und Wasser AG	976	(13)	(7)	(6)	10	1	11
NELP	126	(23)	(1)	-	117	-	117
Megal GmbH	112	(50)	(9)	5	15	-	15
Maia Eolis	34	(24)	(2)	1	(1)	(1)	(2)
Tihama Power Generation Co	71	(5)	(16)	(1)	9	(1)	8
PTT Natural Gas Distribution Co Ltd	240	(9)	-	(6)	34	-	34
GNL Sur	-	-	-	-	(4)	-	(4)
Oyster Creek	144	(28)	(3)	-	89	(3)	86
AT DECEMBER 31, 2013
Energia Sustentável do Brasil	50	(2)	(2)	166	(596)	-	(596)
EcoEléctrica	309	(61)	(5)	(3)	71	6	77
Portfolio of power generation assets in Portugal	632	(74)	(18)	(46)	152	4	156
WSW Energie und Wasser AG	976	(18)	(8)	8	(38)	3	(36)
Megal GmbH	89	(45)	(8)	6	3	-	3
Maia Eolis	32	(23)	(2)	1	(2)	1	(1)
Oyster Creek	156	(9)	(2)	-	43	-	43
NELP	121	(23)	(1)	-	34	-	34
Tihama Power Generation Co	82	(5)	(11)	(4)	27	11	38
PTT Natural Gas Distribution Co Ltd	248	(9)	-	(7)	38	-	38

(1) Interest income is not material.

INFORMATION ON THE STATEMENT OF FINANCIAL POSITION

In millions of euros	Cash and cash equivalents	Other current assets	Non- current assets	Short- term borro- wings	current liabilities	Other Long-term borro- wings	Other non- current liabilities	Total equity	% interest of Group	Total equity attributable to GDF SUEZ
AT DECEMBER 31, 2014
EcoEléctrica	112	134	923	76	32	118	28	915	50.00	458
Portfolio of power generation assets in Portugal(1)	307	594	2,032	603	142	1,130	182	875	50.00	348
WSW Energie und Wasser AG(2)	48	121	792	46	128	121	94	573	33.10	199
NELP	29	79	285	-	29	-	74	290	50.00	145
Megal GmbH	14	1	724	106	37	249	97	249	49.00	122
Maia Eolis	51	35	313	20	19	123	40	197	49.00	97
Tihama Power Generation Co	38	45	626	53	33	486	18	120	60.00	72
PTT Natural Gas Distribution Co Ltd	12	24	181	-	29	2	21	163	40.00	65
GNL Sur	7	36	158	72	6	-	1	124	50.00	62
Oyster Creek	15	159	54	9	5	149	6	58	50.00	29
AT DECEMBER 31, 2013
Energia Sustentável do Brasil	1	364	4,224	99	322	3,058	-	1,110	60.00	666
EcoEléctrica	44	114	873	44	25	150	36	777	50.00	388
Portfolio of power generation assets in Portugal	267	968	1,277	455	91	956	180	829	50.00	331
WSW Energie und Wasser AG	38	133	790	32	129	114	95	591	33.10	205
Megal GmbH	27	10	726	175	58	172	104	255	49.00	125
Maia Eolis	56	18	315	18	9	120	42	199	49.00	98
Oyster Creek	21	13	170	6	16	-	5	178	50.00	89
NELP	12	37	184	1	14	3	42	173	50.00	87
Tihama Power Generation Co	58	34	471	49	22	374	15	103	60.00	62
PTT Natural Gas Distribution Co Ltd	10	24	167	-	32	2	20	147	40.00	59

(1) Equity Group share amounts to €696 million for the Portuguese sub-group. The share of this €696 million attributable to GDF SUEZ is therefore €348 million. (2) Equity Group share amounts to €559 million for the WSW Energie und Wasser AG sub-group. The share of this €559 million attributable to GDF SUEZ is therefore €185 million. This amount is increased by an additional share of €14 million in respect of a non-controlling interest held directly by GDF SUEZ in a

subsidiary of this sub-group (and is therefore not included in the €559 million in equity attributable to the owners of the parent).

4.2.3 Transactions between the Group and its joint ventures

The data below set out the impact of transactions with joint ventures on the 2014 consolidated financial statements.

In millions of euros	Purchases of goods and services	Sales of goods and services	Net financial income (excluding dividends)	Trade and other receivables	Loans and receivables at amortized cost	Trade and other payables	Borrowings and debt
EcoEléctrica	-	105	-	-	-	-	-
WSW Energie und Wasser AG	33	42	-	29	-	1	-
Energieversorgung Gera GmbH	12	39	-	13	-	2	-
Megal GmbH	65	-	-	-	-	-	-
GNL Sur	-	-	2	-	37	-	-
Other	138	28	3	35	213	25	-
AT DECEMBER 31, 2014	248	214	5	77	250	28	-

4.3 Other information on investments - ^a performance bond for USD 1,230 million (€1,013 million),

4.3.1 Unrecognized share of losses of associates and joint - miscellaneous guarantees for a total amount of USD ventures 95 million (€78 million).

cumulative amount of of BRL 4,530 million (€1,405 million) losses exceeding the carrying amount of investments in the associates concerned) including other - At December 31, 2014, the amount of loans granted by comprehensive income, amounted to €298 million in 2014 Banco Nacional de Desenvolvimento Econômico e Social, (€179 million in 2013). Unrecognized losses relating to financial the Brazilian Development Bank, to Energia Sustentável do

partner stands as guarantor for this debt to the extent of its These unrecognized losses mainly correspond to (i) the negative fair ownership interest in the consortium; value of derivative instruments designated as interest rate hedges the project management entities in the Middle East and Africa, for ("Other comprehensive income") contracted by associates in the an aggregate amount of €1,439 million. Commitments and Middle East in connection with the financing of construction projects guarantees given by the Group in respect of these project for power generation and seawater desalination plants, and (ii) management entities chiefly correspond to: cumulative losses arising on the joint venture Tirreno Power.

method construction phase,

given by the Group in respect of entities accounted for using the financing set up in certain entities can require those entities equity method concern the following three companies and groups to maintain a certain level of cash within the company

This level of cash may be replaced by letters of credit, (€1,495 million). Commitments and guarantees given by the
^a capital contribution commitment for USD 490 million of €293 million, (€404 million);
designed to guarantee the lenders against any risk of accounted for using the equity method non-payment in the event that the project cannot be completed or enter into operation;
Cumulative unrecognized Energia Sustentável do Brasil ("Jirau") for an aggregate amount losses of associates (corresponding to the
year 2014 amounted to €119 million. Brasil amounted to BRL 11,325 million (€3,512 billion). Each
an equity contribution commitment (capital/subordinated 4.3.2 Commitments and guarantees given by the Group in debt) for €526 million. These commitments only concern entities acting as holding companies for projects in the respect of entities accounted for using the equity
letters of credit to guarantee debt service reserve accounts At December 31, 2014, the main commitments and guarantees for an aggregate amount of €197 million. The project of companies: (usually enough to service its debt for six months). This is Cameron LNG particularly the case when the financing is without recourse. for an aggregate amount of USD 1,815 million
Group in respect of this associate correspond to: collateral given to lenders in the form of pledged shares in the project management entities, for an aggregate amount
- performance bonds and other guarantees for an amount of €423 million.

NOTE 5 Main changes in Group structure

The shareholders of Gaztransport & Technigaz managers and employees, GTT's ownership structure is as follows: (GTT), a French engineering company specialized in cryogenic membrane GDF SUEZ (40.4%); confinement technology for the transportation of LNG, listed the Temasek (10.4%);

Prior to this transaction, the company's share capital was held by Until the IPO, GDF SUEZ recognized its 40% interest in GTT as an GDF SUEZ (40%), Total (30%) and the Hellman & Friedman associate accounted for using the equity method. In light of the Hellman & Friedman of some of their shares on the market through control GTT's key decisions, the Group considered that it now

from Total and Hellman & Friedman at the listing price, i.e., €46 shares. per share;
on February 27, 2014, following a public offering in France and a 5.1.2 Impacts of the acquisition of control on the global placement with institutional investors, Total and Hellman & consolidated financial statements Friedman disposed of 13.5 million GTT shares, i.e., 36.5% of the The 40% interest previously held in GTT was revalued at €688
on March 26, 2014, as a result of the partial exercise of the Hellman their share in the net identifiable assets of GTT. & Friedman disposed of an additional 0.83 million GTT

5.1 Acquisition of control over GTT Following the IPO, Hellman & Friedman disposed of its residual interest via two private placements carried out on September 23, following its initial public offering (IPO) ²⁰¹⁴ and January 27, 2015, respectively, while Total sold its residual 10.4% interest to Temasek in December 2014. After taking 5.1.1 Description of the transaction into account the issuances of new shares reserved for senior

shares of the company on the stock market on February 27, ²⁰¹⁴ Free float (49%), senior managers and employees hold the at ^a price of €46 per share. remaining share capital (0.2%).

investment fund (30%). The IPO involved the sale by Total and III dispersion of the shareholding structure and GDF SUEZ's ability to the following transactions: exercised de facto control over this company. GTT has therefore on February 26, 2014, GDF SUEZ purchased the equivalent of been fully consolidated in the Group's financial statements as of 0.4% of GTT's share capital, i.e., 170,380 shares, for €8 million March 3, 2014, the date of the settlement and delivery of the

share capital, on the market at ^a price of €46 per share; the million based on the closing price at March 3, 2014, i.e., €46.50 per settlement and delivery of the shares took place on March 3, share. This revaluation resulted in ^a revaluation gain of €359 million 2014; (see Note 8.4 "Changes in the scope of consolidation").

The Group decided to measure non-controlling interests based on over-allotment option provided for as part of the IPO, Total and

shares at the listing price. The accounting for this business combination was complete at December 31, 2014.

The table below shows the fair value assigned to GTT's identifiable assets and liabilities at the acquisition date:

In millions of euros	TOTAL
Non-current assets
Intangible assets, net	813
Property, plant and equipment, net	9
TOTAL NON-CURRENT ASSETS	822
Current assets
Loans and receivables at amortized cost	1
Trade and other receivables, net and other assets	102
Cash and cash equivalents	123
TOTAL CURRENT ASSETS	226
Non-current liabilities
Provisions	9
Long-term borrowings	3
Deferred tax liabilities	122
TOTAL NON-CURRENT LIABILITIES	134
Current liabilities
Trade and other payables, and other liabilities	120
TOTAL CURRENT LIABILITIES	120
TOTAL NET ASSETS (100%)	795
Revaluation of the previously-held 40% equity interest	688
Consideration transferred in respect of the 0.4% equity interest acquired	8
Non-controlling interests	475
GOODWILL	375

€375 million in goodwill mainly represents GTT's long-term capacity been acquired at January 1, 2014, the Group would have recorded to maintain its technological advantage and its market-leading additional revenues, current operating income/(loss) after share in position in the field of cryogenic containment systems for LNG net income/(loss) of entities accounted for using the equity method carriers and storage, as well as its ability to develop in new LNG and net income/(loss) Group share amounting to €39 million, retail markets, which are currently experiencing rapid growth. €6 million and a negative €3 million, respectively.

This acquisition resulted in an €834 million increase in shareholders' equity of which €359 million in respect of the recognition of the revaluation gain on the previously held 40% interest and €475 million in respect of the recognition of non-controlling interests.

The transaction had a positive net impact of €115 million on the completed the acquisition of 100% of US company Ecova, a

€8 million. value of USD 335 million (€245 million).

GTT's contribution to revenues, current operating income/(loss) after Provisional goodwill of €240 million was recorded in respect of this share in net income/(loss) of entities accounted for using the equity acquisition at December 31, 2014 and the purchase price allocation method and net income/(loss) Group share in 2014 amounted to will be finalized in 2015. €186 million, €47 million and €19 million, respectively. If control had

5.2 Acquisition of Ecova (United States)

On June 30, 2014, the Group (via its subsidiary Cofely USA) Group's statement of cash flows, breaking down as follows: specialist in energy efficiency, from Avista Corp. Ecova is a provider cash and cash equivalents acquired at the acquisition date: of technology-enabled energy and sustainability management €123 million; solutions to major commercial, industrial and utility clients in North consideration paid for the acquisition of 0.4% of the share capital: America. The transaction was carried out based on an enterprise

5.3 Transactions and changes in 5.3.2 Investments in mixed inter-municipal companies in Wallonia consolidation methods relating to the

On December 29, 2014, via its subsidiary Electrabel, the Group agreements previously entered into by the Group and the public finalized the two following transactions with the Flemish public sector as part of the deregulation of the energy markets, and with

network operators. inter-municipal electricity and gas distribution network operators III in Flanders to the public sector for ^a total of €911 million. The Electrabel's rights have changed significantly as ^a result of these available-for-sale securities" in the statement of cash flows. This are limited to protective rights of its financial interests. transaction marks the end of Electrabel's withdrawal from the
by interest in Sibelga in 2012. the Flemish public authorities in Electrabel Customer Solutions

At December 31, 2013, the eight mixed inter-municipal companies electricity and natural gas distribution that operate the Walloon electricity and gas networks, in which and commercialization sectors in wholly-owned Group subsidiary Electrabel held ^a 25% interest, Belgium merged to form ^a single network operator named Ores Assets.

Following the merger, Ores Assets redefined its organizational 5.3.1 Sale of interest in mixed inter-municipal companies in structure, its governance and its management bodies, which Flanders and repurchase of non-controlling interests in resulted in new shareholders' agreements being signed at the end Electrabel Customer Solutions of June 2014. These agreements are in continuity with the authorities: the European Union and the Belgian Government's willingness to reinforce the independence of transportation and distribution Electrabel sold its entire residual 30% interest in seven mixed

capital gains generated on the sale of these available-for-sale new agreements and Ores Assets' new bylaws. The Group is no securities, which amounted to €323 million, were presented longer represented in the governance and management bodies of under "Other non-recurring items" within "Income/(loss) from operator Ores, a wholly-owned subsidiary of Ores Assets operating activities". The €911 million payment received on responsible for the day-to-day operational management of the December 29, ²⁰¹⁴ is presented under "Disposals of networks, while its rights in Ores Assets' decision-making bodies

management of distribution networks This process is fully in line with operations carried out in other in Flanders, in accordance with the regional decree that required Electrabel to sell its entire regions: in Flanders, where the Group recently sold its entire interest in these network operators no later than 2018; residual interest in the distribution network operators at the end of 2014 (see Note 5.3.1) and in Brussels, where the Group sold its at the same time, Electrabel acquired the minority interests held

(ECS), the Group subsidiary in charge of the sale of gas and Further to these events, and in light of its residual rights, the Group electricity to residential and non-residential customers in Belgium, no longer has significant influence over the Walloon distribution for a total of €101 million. As the transaction was carried out network operator since June 26, 2014, the date on which the between owners, the €108 million difference between the abovementioned agreements were signed. As ^a result, this interest purchase price and the carrying amount of the interest acquired has been recognized in the Group's consolidated financial was recognized as ^a deduction from shareholders' equity. The statements under "Available-for-sale securities" as of this date. In consideration of €101 million is presented under "Changes in accordance with the applicable standards, the residual interest was ownership interests in controlled entities" in the statement of cash recognized at fair value on June 26, 2014, which led the Group to flows. record a revaluation gain of €174 million under "Changes in scope of consolidation" within "Income/(loss) from operating activities".

5.4 Disposals carried out in 2014

Disposals carried out in 2014 led to a €3,231 million decrease in net The table below shows the cumulative impact of these disposals on debt compared with December 31, 2013. the Group's net debt at December 31, 2014.

In millions of euros	Decrease in net debt
Transactions finalized in 2014 relating to "Assets held for sale" at December 31, 2013	(385)
Disposal of a 20% interest in Energia Sustentável do Brasil – "Jirau" (Brazil)	(318)
Disposal of a 50% interest in Futures Energies Investissement Holding (France)	(67)
Transactions carried out in 2014	(2,196)
Disposal of investments in mixed inter-municipal companies in Flanders (Belgium)	(911)
Disposal of the portfolio of power generation assets in Panama and Costa Rica	(771)
Disposal of the 49% interest in ISAB Energy (Italy)	(153)
Disposal of Exploration-Production assets	(239)
Disposal of a 20% interest in NGT B.V. (Netherlands)
Disposal of Enerci (Ivory Coast)
Disposal of an Exploration-Production asset in Germany

Cash received on the remaining disposal price of the 24.5% interest in SPP (Slovakia) - transaction finalized in 2013	(122)
Other disposals that are not material taken individually	(650)
TOTAL	(3,231)

The cumulative gain resulting from these disposals amounted to This transaction resulted in the loss of control of this subsidiary and €593 million in 2014 (of which €233 million is presented under the Group's remaining 50% interest in FEIH is now accounted for as "Changes in scope of consolidation" and €360 million under "Other a joint venture. This transaction did not have a material impact on non-recurring items" in the consolidated income statement). the Group's consolidated income statement for the year ended

December 31, 2014. The 20% interest in Energia Sustentável do Brasil (ESBR), held for sale to Mitsui & Co. Ltd, and Futures Energies Investissement 5.4.3 Disposal of the portfolio of power generation assets in Holding, were classified as "Assets held for sale" in the statement of Panama and Costa Rica financial position at December 31, ²⁰¹³ (see Note 2 "Impact of applying On December 2, 2014, the Group sold its entire portfolio of power the new consolidation standards to the comparative 2013

disposal gain is not material. On January 16, 2014, the Group finalized an agreement to sell to Mitsui & Co. Ltd a 20% equity interest in Energia Sustentável do The transaction concerns the following companies, all of which were Brasil (ESBR), which was created to build, own and operate the fully consolidated until the date on which they were sold: Altenergy 3,750 MW Jirau hydroelectric power plant. The Group recorded a (wholly-owned), operator of two 118 MW hydroelectric power plants

5.4.2 Disposal of a 50% interest in Futures Energies Guanacaste).

On April 29, 2014, the Group finalized the sale of a 50% interest in consideration received, plus the impact of derecognizing the Futures Energies Investissement Holding (FEIH), a subsidiary €316 million external net debt carried on the books of the entities operating a portfolio of wind concerned at the date on which they were sold). farm assets in France with a total installed capacity of 440 MW, to Crédit Agricole Assurances (via its These Panamanian and Costa Rican assets contributed a negative subsidiary Predica). The Group received a payment of €67 million €19 million to "Net income/(loss) Group share" in 2014 (not corresponding to the sale price for half of the FEIH shares including disposal proceeds). (€16 million) and the repayment of 50% by Predica of the outstanding portion of the shareholder's loan granted to FEIH (€51 million).

financial statements"). generation assets located in Panama and Costa Rica to Colombian group Celsia for a total amount of USD 565 million (i.e., 5.4.1 Disposal of a 20% interest in Energia Sustentável do €455 million), of which USD 614 million (i.e., €494 million) in respect Brasil – "Jirau" (Brazil) of repayments of loans granted by the Group to these entities. The

payment of BRL. 1,024 million (€318 million) at this date. and an 83 MW fuel oil plant; Bontex (wholly-owned), operator of the third plant at the Dos Mares hydroelectric complex; Bahia Las Minas GDF SUEZ's residual 40% stake in ESBR is accounted for as an (51%-owned), operator of 280 MW power plants; and Planta Eolica associate. Guanacaste (wholly-owned), operator of the 50 MW wind farm in

Investissement Holding (France) The transaction reduced net debt by €771 million (i.e., €455 million

financial statements are not material. On June 16, 2014, the Group finalized the sale to the ERG Group of its entire 49% interest in ISAB Energy, a company which operates an integrated gasification combined cycle plant (532 MW) in Southern Italy, for €153 million.

This transaction did not have ^a material impact on the Group's 2013 consolidated income statement for the year ended December 31, 2014. 5.7.1 Loss of control of SUEZ Environnement

5.5 Assets held for sale

All "Assets held for sale" at December 31, ²⁰¹³ (20% interest in SUEZ Environnement Company has been accounted for using the Energia Sustentável do Brasil – "Jirau" in Brazil and Futures equity method in its consolidated financial statements. Energies Investissement Holding in France) were disposed of in

5.6 Other transactions in 2014

place in 2014, notably the acquisition of Ferrari Termoelétrica, a value. The fair value of the identifiable assets and liabilities, which biomass had only been measured on a provisional basis at December 31, cogeneration plant operator in Brazil, West Coast Energy Ltd 2013, was finalized in 2014. The adjustments made to these in the UK wind-energy industry, and German engineering measurements are non-material. company Lahmeyer; as well as the sale of DUNAMENTI Erőmű in Hungary, and of a 50% interest in a portfolio of wind farm assets in

5.4.4 Disposal of the 49% interest in ISAB Energy (Italy) the UK. Their individual and cumulative impact on the Group's

5.7 Main changes in Group structure in

On July 22, 2013, the SUEZ Environnement Company shareholders' agreement expired for all the parties concerned. As a result, GDF SUEZ no longer controls SUEZ Environnement Company. Since July 22, 2013, the interest held by the Group in

As ^a result of this loss of control, the Group has recognized its ²⁰¹⁴ (see Note 5.4 "Disposals carried out in 2014"). remaining interest in SUEZ Environnement Company at fair value III At December 31, 2014, the Group no longer had any "Assets held based on its market price at July 22, ²⁰¹³ and recorded the for sale". corresponding net revaluation gain of €448 million in the income statement for the year ended December 31, 2013.

In accordance with the provisions of IAS 28 – Investments in Associates and Joint Ventures, the Group has also measured Various other SUEZ Environnement's identifiable assets and liabilities at their fair acquisitions, equity transactions and disposals took SUEZ Environnement group's contribution to the consolidated income statement and statement of cash flows in 2013 and the consolidated statement of financial position at January 1, 2013 is presented in the table below:

INCOME STATEMENT

	SUEZ Environnement Group contribution as at	Net revaluation gain at	SUEZ Environnement as investment in associates from	Total SUEZ Environnement contribution at
In millions of euros	July 22, 2013	July 22, 2013	July 22, 2013	Dec. 31, 2013(1)
Revenues	7,922			7,922
Purchases	(1,642)			(1,642)
Personnel costs	(2,091)			(2,091)
Depreciation, amortization and provisions	(537)			(537)
Other operating expenses	(3,219)			(3,219)
Other operating income	153			153
CURRENT OPERATING INCOME	587			587
Share in net income of entities accounted for using the equity method	43		62	106
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	630		62	692
Mark-to-market on commodity contracts other than trading instruments	(1)			(1)
Impairment losses	4			4
Restructuring costs	(17)			(17)
Changes in scope of consolidation	(2)	448		446
Other non-recurring items	10			10
INCOME FROM OPERATING ACTIVITIES	623	448	62	1,134
Financial expenses	(269)			(269)
Financial income	40			40
NET FINANCIAL EXPENSE	(230)			(230)
Income tax expense	(104)			(104)
Share in net income of associates	-			-
NET INCOME	290	448	62	800
Net income Group share	41	448	62	551
Non-controlling interests	249			249

(1) Comparative data for 2013 have been restated due to the application of the consolidation standards and to the presentation changes in the income statement (see Note 2).

STATEMENT OF FINANCIAL POSITION

In millions of euros	January 1, 2013(1)
Non-current assets
Intangible assets, net	3,847
Goodwill	3,202
Property, plant and equipment, net	8,812
Available-for-sale securities	336
Loans and receivables at amortized cost	670
Derivative instruments	257
Investments in entities accounted for using the equity method	914
Other assets	80
Deferred tax assets	762
TOTAL NON-CURRENT ASSETS	18,880
Current assets
Loans and receivables at amortized cost	220
Derivative instruments	5
Trade and other receivables, net	276
Inventories	3,759
Other assets	1,098
Financial assets at fair value through income	24
Cash and cash equivalents	2,129
Assets classified as held for sale	-
TOTAL CURRENT ASSETS	7,511
TOTAL ASSETS	26,391
Shareholder's equity	1,451
Non-controlling interests	5,446
TOTAL EQUITY	6,898
Non-current liabilities
Provisions	1,395
Long-term borrowings	8,335
Derivative instruments	91
Other financial liabilities	3
Other liabilities	639
Deferred tax liabilities	571
TOTAL NON-CURRENT LIABILITIES	11,034
Current liabilities
Provisions	550
Short-term borrowings	1,449
Derivative instruments	11
Trade and other payables	2,781
Other liabilities	3,670
Liabilities directly associated with assets classified as held for sale	-
TOTAL CURRENT LIABILITIES	8,460
TOTAL EQUITY AND LIABILITIES	26,391

(1) Comparative data at January 1, 2013 have been restated due to the application of the consolidation standards (see Note 2).

CONDENSED STATEMENT OF CASH FLOWS

In millions of euros	Dec. 31, 2013(1)
NET INCOME/(LOSS)	800
Cash generated from operations before income tax and working capital requirements	1,123
Change in working capital requirements	(259)
CASH FLOW FROM OPERATING ACTIVITIES	766
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES	(588)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES	(251)
Effects of changes in exchange rates and other	(2,056)
TOTAL CASH FLOW FOR THE PERIOD	(2,129)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	2,129
CASH AND CASH EQUIVALENTS AT END OF PERIOD	-

(1) Comparative data for 2013 have been restated due to the application of the consolidation standards (see Note 2).

5.7.2 Impact of disposals carried out in 2013

In millions of euros	Disposal price	Decrease in net debt	Net gain (loss) on disposals, and changes in scope recognized in income	Impacts recognized in shareholders' equity
Transactions finalized in 2013 relating to "Assets held for sale" at December 31, 2012	1,283	(1,168)	2	-
Disposal of the 24.5% interest in SPP (Slovakia)	1,242	(1,127)	-	-
Disposal of 80% of IP Maestrale (Italy and Germany)	28	(28)	-	-
Disposal of a 10% interest in Sohar Power Company SAOG (Oman)	13	(13)	2	-
Transactions carried out in 2013	1,000	(1,960)	21	(11)
Disposal of 50% of the portfolio of power generation assets in Portugal	328	(567)	(22)	-
Disposal of 28% stake in the portfolio of power generation assets in Australia	301	(301)	-	(11)
Disposal of thermal power plants in the United States	82	(809)	25	-
- of which cash received on the remaining disposal price of the Choctaw plant - transaction finalized in 2012	-	(130)	-	-
- of which disposal of the Red Hills plant	-	(226)	34	-
- of which sale of 20.6% of Astoria Energy, Phase I power plant	82	(453)	(9)	-
Disposal of 33.2% stake in NOGAT (Netherlands)	182	(177)	14	-
Disposal of 36% stake in KAPCO (Pakistan)	107	(106)	4	-
Other disposals that are not material taken individually	201	(301)	74	-
TOTAL	2,484	(3,429)	97	(11)

December 2012 and ^a guaranteed deferred payment of their interests in Slovak Gas Holding (SGH) – in which they held €115 million. equal stakes – to Energetický ^a Průmyslový Holding (EPH). SGH is ^a holding company with a 49% interest in the Slovak gas operator The balance of the sale price, plus interest, (a total of €122 million)

For the purposes of the disposal, the Group's 24.5% interest in SPP was valued at €1,301 million. On January 23, 2013, the Group

5.7.2.1 Disposal of the 24.5% interest in SPP (Slovakia) received a payment of €1,127 million corresponding to the sale price of €1,301 million less the €59 million dividend paid in On January 23, 2013, GDF SUEZ and E.ON finalized the sale of

Slovenský Plynárenský Priemysel a.s. (SPP). was received in June 2014 (see Note 5.4 "Disposals carried out in 2014").

plant operator). and renewable power generation assets in Portugal to Marubeni

for in the Group's consolidated financial statements using the equity venture with Marubeni, which acquired from the Group a 50% method. interest in NPIH, a holding company that owns a portfolio of power generation assets in Portugal (100% of the wind farm operator

NOTE 6 Segment information

by the Group's Management Committee to allocate resources to energy services. the segments and assess their performance. No operating SUEZ Environnement was a separate business line until July 22, segments have been aggregated. The Group's Management 2013. As such its contribution to the income statement key Committee is the Group's "chief operating decision maker" within indicators in 2013 (until the loss in control) remains presented in a

The Group is organized around the following five operating Environnement contribution to the statement of financial position segments: GDF SUEZ Energy International, key indicators is shown in the "Other" line. GDF SUEZ Energy Europe, GDF SUEZ Global Gas & LNG, GDF The "Other" line presented in the table below includes contributions

Energy International business line: these subsidiaries produce and Group's financing requirements, as well as the contribution of SUEZ market power in North America, Latin America, Asia-Pacific, the Environnement as an entity accounted for using the equity method United Kingdom, Turkey and the Middle East. They also distribute since July 22, 2013. and market gas in North America, Latin America, Asia and Turkey. The methods used by the Group's Management Committee to GDF SUEZ Energy International is active in LNG import and recognize and measure these segments for internal reporting regasification in North America and Chile and seawater desalination purposes are the same as those used to prepare the consolidated

Energy Europe business line carries out activities involving expenditure (CAPEX) are reconciled with the consolidated financial electricity production and energy sales in continental Europe. It statements. operates the Group's assets in continental Europe in the fields of The main relationships between operating segments other than the gas (excluding infrastructures managed by the Infrastructures GDF SUEZ Global Gas & LNG supply contracts to

Global Gas & LNG business line carries out upstream activities of Europe business lines. the natural gas value chain. In the area of exploration and Services relating to the use of the Group's gas infrastructures in production, the business line engages in the exploration, France are billed based on regulated fees applicable to all network development and operation of oil and gas fields. On the LNG chain, users, except for storage infrastructure. The prices for reservations the business line manages a long-term gas supply contract portfolio and use of storage facilities are established by storage operators and interests in liquefaction facilities, operates an LNG fleet, and and notably based on auctions of available capacity. owns regasification capacities in LNG terminals. Global Gas & LNG Due to the variety of its business lines and their geographical is selling ^a portion of its LNG supply contracts to other Group location, the Group serves ^a very diverse range of customer types entities and, in particular, the "Gas Supply" activity of the Energy and situations (industry, local authorities and individual customers). Europe business line.

Infrastructures business line: subsidiaries in this segment operate more of the Group's consolidated revenues. natural gas transportation, storage and distribution networks, and LNG terminals, essentially in France and Germany. They also sell access rights to this infrastructure to third parties.

5.7.2.2 Sale of 50% of the portfolio of power generation assets in Eurowind; 42.5% of the renewable energy producer Generg; 100% Portugal of Turbogas and 50% of Elecgas, both of which operate combined On October 13, cycle power plants; and 50% of Tejo Energia, a coal-fired power 2013, the Group sold 50% of its portfolio of thermal

Corporation for €328 million. Following the transaction, the Group's remaining 50% stake in NPIH has been recognized as a joint venture and is therefore accounted The transaction was carried out through the creation of a joint

6.1 Operating segments Energy Services business line: these subsidiaries design and implement environmental and energy efficiency solutions through multi-technical III The operating segments presented below reflect the segments used services in the fields of engineering, installations, and

the meaning of IFRS 8. dedicated line of the segment information. From now on, the SUEZ

SUEZ Infrastructures and GDF SUEZ Energy Services. from corporate holding companies and entities centralizing the

in the Arabian peninsula. financial statements. EBITDA, industrial capital employed and capital

business line) and electricity. GDF SUEZ Energy Europe concern Infrastructures and Energy

Accordingly, no external customer represents individually 10% or

6.2 Key indicators by operating segment

REVENUES

		Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	External revenues	Intra-Group Revenues	Total	External revenues	Intra-Group Revenues	Total
Energy International	13,977	1,268	15,245	14,393	818	15,211
Energy Europe	35,158	1,262	36,420	42,713	1,530	44,243
Global Gas & LNG	6,883	2,668	9,551	5,644	2,760	8,404
Infrastructures	2,994	3,818	6,812	2,557	4,218	6,775
Energy Services	15,673	201	15,874	14,670	227	14,897
Elimination of internal transactions	-	(9,216)	(9,216)	9	(9,554)	(9,545)
SUBTOTAL	74,686	-	74,686	79,985	-	79,985
SUEZ Environnement(2)	-	-	-	7,922	6	7,927
Elimination of internal transactions	-	-	-	(9)	(6)	(14)
TOTAL REVENUES	74,686	-	74,686	87,898	-	87,898

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

EBITDA(1)

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(2)
Energy International	3,716	4,029
Energy Europe	2,020	2,877
Global Gas & LNG	2,225	2,028
Infrastructures	3,274	3,334
Energy Services	1,127	1,041
Other	(224)	(333)
SUBTOTAL	12,138	12,976
SUEZ Environnement(3)	-	1,247
TOTAL EBITDA	12,138	14,223

(1) Data at December 31, 2014 are presented according to the Group's new EBITDA definition (see Note 2.2). Comparative data at December 31, 2013 have been restated according to this new definition (see Note 2.3.6).

(2) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(3) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

DEPRECIATION AND AMORTIZATION

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	(970)	(1,089)
Energy Europe	(1,111)	(1,433)
Global Gas & LNG	(926)	(912)
Infrastructures	(1,280)	(1,263)
Energy Services	(338)	(324)
Other	(95)	(110)
SUBTOTAL	(4,720)	(5,131)
SUEZ Environnement(2)	-	(603)
TOTAL DEPRECIATION AND AMORTIZATION	(4,720)	(5,733)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	204	371
Energy Europe	76	18
Global Gas & LNG	31	57
Infrastructures	12	8
Energy Services	1	9
Other	118	63
Of which share in net income of SUEZ Environnement as an associate	118	62
SUBTOTAL	441	527
SUEZ Environnement(2)	-	43
TOTAL SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	441	570

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2). (2) SUEZ Environnement's contribution until July 22, ²⁰¹³ (see Note 5.7). III

CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	2,745	2,937
Energy Europe	913	1,430
Global Gas & LNG	1,064	973
Infrastructures	1,994	2,069
Energy Services	791	708
Other	(346)	(492)
SUBTOTAL	7,161	7,625
SUEZ Environnement(2)	-	630
TOTAL CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,161	8,254

INDUSTRIAL CAPITAL EMPLOYED

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	22,053	21,211
Energy Europe	13,969	14,950
Global Gas & LNG	6,052	4,490
Infrastructures	19,142	19,011
Energy Services	4,099	3,503
Other	3,427	3,561
Of which SUEZ Environnement equity value	1,994	1,891
TOTAL INDUSTRIAL CAPITAL EMPLOYED	68,742	66,727

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

CAPITAL EXPENDITURE (CAPEX)

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	1,718	1,807
Energy Europe	1,169	1,573
Global Gas & LNG	1,208	1,041
Infrastructures	1,729	1,934
Energy Services	1,106	804
Other	151	81
SUBTOTAL	7,080	7,239
SUEZ Environnement(2)	-	663
TOTAL CAPITAL EXPENDITURE (CAPEX)	7,080	7,902

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

6.3 Key indicators by geographic area

The amounts set out below are analyzed by:

destination of products and services sold for revenues;

geographic location of consolidated companies for industrial capital employed.

		Revenues		Industrial capital employed
In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)	Dec. 31, 2014	Dec. 31, 2013(1)
France	27,834	34,954	31,728	30,628
Belgium	8,525	10,875	2,108	2,682
Other EU countries	20,516	23,600	10,880	11,387
Other European countries	1,832	1,059	1,080	1,131
North America	3,829	4,303	6,211	5,433
Asia, Middle East & Oceania	7,404	8,108	8,854	7,758
South America	4,302	4,372	7,267	7,180
Africa	444	627	614	529
TOTAL	74,686	87,898	68,742	66,727

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

6.4 Reconciliation of indicators with consolidated financial statements

6.4.1 Reconciliation of EBITDA

The bridge between EBITDA and current operating income after share in net income of entities accounted for using the equity method is explained as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,161	8,254
Net amortization and other	4,956	5,875
Share-based payments (IFRS 2)	22	93
EBITDA	12,138	14,223

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

6.4.2 Reconciliation of industrial capital employed with items in the statement of financial position

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
(+) Property, plant and equipment and intangible assets, net	71,601	70,154
(+) Goodwill	21,222	20,420
(-) Goodwill arising on the Gaz de France - SUEZ merger(2)	(8,216)	(8,559)
(-) Goodwill arising on the International Power combination(2)	(2,502)	(2,307)
(+) IFRIC 4 and IFRIC 12 receivables	1,779	1,554
(+) Investments in entities accounted for using the equity method	7,055	6,799
(-) Goodwill arising on the International Power combination(2)	(152)	(135)
(+) Trade and other receivables, net	21,558	21,057
(-) Margin calls(2) (3)	(1,257)	(992)
(+) Inventories	4,891	4,973
(+) Other current and non-current assets	10,606	8,843
(+) Deferred tax	(8,060)	(8,975)
(+) Cancellation of deferred tax on other recyclable items(2)	(188)	20
(+) Carrying amount of the entities classified as "Assets held for sale"	-	488
(-) Share in net equity to be disposed of in a third party transaction(4)	-	(411)
(-) Provisions	(18,539)	(16,098)
(+) Actuarial gains and losses in shareholders' equity (net of deferred tax)(2)	2,168	942
(-) Trade and other payables	(18,799)	(16,398)
(+) Margin calls(2) (3)	1,309	242
(-) Other liabilities	(15,735)	(14,891)
INDUSTRIAL CAPITAL EMPLOYED	68,742	66,727

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) For the purpose of calculating industrial capital employed, the amounts recorded in respect of these items have been adjusted from those appearing in the statement of financial position.

(3) Margin calls included in "Trade and other receivables" and "Trade and other payables" correspond to advances received or paid as part of collateralization agreements set up by the Group to reduce its exposure to counterparty risk on commodities transactions.

(4) The related operations are detailed in Note 5.5 "Assets held for sale". The definition of industrial capital employed includes the carrying value of the share in net equity the Group will retain after the transaction. In contrast, the share in net equity to be disposed of in a third party transaction is excluded.

6.4.3 Reconciliation of capital expenditure (CAPEX) with items in the statement of cash flows

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Acquisitions of property, plant and equipment and intangible assets	5,790	6,518
Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired	340	363
(+) Cash and cash equivalents acquired	208	52
Acquisitions of investments in entities accounted for using the equity method and joint operations	398	688
Acquisitions of available-for-sale securities	246	143
Change in loans and receivables originated by the Group and other	(8)	69
(+) Other	(2)	-
Change in ownership interests in controlled entities	126	71
(+) Payments received in respect of the disposal of non-controlling interests	(18)	-
TOTAL CAPITAL EXPENDITURE (CAPEX)	7,080	7,902

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) SUEZ Environnement's contribution until July 22, 2013 (see Note 5.7).

NOTE 7 Current operating income

7.1 Revenues

Group revenues break down as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Energy sales	55,605	63,321
Rendering of services	18,308	23,379
Lease and construction contracts	773	1,198
REVENUES	74,686	87,898

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

operating lease revenues for €692 million (€729 million in 2013). In contracts amounting to €361 million.

In 2014, "Lease and construction contracts" mainly include 2013, this caption also included revenues from construction

7.2 Personnel costs

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Short-term benefits	(9,303)	(11,017)
Share-based payments (see Note 24)	(22)	(93)
Costs related to defined benefit plans (see Note 20.3.4)	(315)	(382)
Costs related to defined contribution plans (see Note 20.4)	(139)	(123)
PERSONNEL COSTS	(9,779)	(11,615)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

7.3 Depreciation, amortization and provisions

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Depreciation and amortization (see Notes 14 and 15)	(4,720)	(5,733)
Net change in write-downs of inventories, trade receivables and other assets	(249)	(319)
Net change in provisions (see Note 19)	172	(374)
DEPRECIATION, AMORTIZATION AND PROVISIONS	(4,797)	(6,426)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

At December 31, 2014, depreciation and amortization mainly break provided in Note 14 "Intangible assets" and Note 15 "Property, plant down as €726 million for intangible assets and €4,004 million for and equipment", respectively. property, plant and equipment. A breakdown by type of asset is

NOTE 8 Income/(loss) from operating activities

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
CURRENT OPERATING INCOME/(LOSS) AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	7,161	8,254
Mark-to-market on commodity contracts other than trading instruments	(298)	(226)
Impairment losses	(1,037)	(14,770)
Restructuring costs	(167)	(302)
Changes in scope of consolidation	562	405
Other non-recurring items	353	544
INCOME/(LOSS) FROM OPERATING ACTIVITIES	6,574	(6,093)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

8.1 Mark-to-market on commodity contracts other than trading instruments

In 2014, this item represents a net loss of €298 million, compared a net loss of €228 million in 2013). This loss was mainly due to a with a net loss of €226 million in 2013, and is mainly attributable to negative price effect related to changes in the forward prices of the changes in the fair value of (i) electricity and natural gas sale and underlying commodities during the period. It also includes the purchase contracts falling within the scope of IAS 39 and (ii) financial positive net impact of the settlement of derivative instruments with a instruments used as hedges but not eligible for hedge accounting, negative market value at December 31, 2013. which resulted in a net loss of €302 million in 2014 (compared with

8.2 Impairment losses

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Impairment losses:
Goodwill (3)	(82)	(5,689)
Property, plant and equipment and other intangible assets	(924)	(9,011)
Financial assets	(87)	(93)
TOTAL IMPAIRMENT LOSSES	(1,094)	(14,793)
Reversals of impairment losses:
Property, plant and equipment and other intangible assets	57	12
Financial assets	-	11
TOTAL REVERSALS OF IMPAIRMENT LOSSES	57	23
TOTAL	(1,037)	(14,770)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(3) Including goodwill on entities accounted for using the equity method.

Impairment losses of €1,037 million primarily relate to the Global attributable to non-controlling interests, the impact of these Gas and LNG (€362 million), Energy International (€306 million) and impairment losses on net income Group share for 2014 amounts to Energy Europe (€291 million) business lines. After taking into €655 million. account the deferred tax effects and the share of impairment losses

Impairment losses recognized against goodwill, property, plant and equipment and intangible assets at December 31, 2014 can be analyzed as follows:

			Impairment losses of property, plant and equipment
		Impairment	and	Total
In millions of euros	Location	losses of goodwill	intangible assets	impairment losses	Valuation method	Discount rate
Global Gas & LNG goodwill CGU		-	(362)		(362) Value-in-use - DCF	8% - 15%
Exploration-production assets in the North Sea	North Sea		(261)		Value-in-use - DCF	9.0%
Other exploration-production assets/licenses			(44)
Other property, plant and equipment and intangible assets			(57)
Energy UK – Europe goodwill CGU		-	(226)	(226)
Thermal power plants	United Kingdom		(181)		Value-in-use - DCF	7.2% - 8.7%
Wind farm and other property, plant and equipment and intangible assets	United Kingdom		(45)		Fair value
Energy – Eastern Europe goodwill CGU		(82)	(30)		(112) Value-in-use - DCF	8.3% - 12.3%
Tangible assets			(30)		Value-in-use - DCF
Energy – Central Western Europe goodwill CGU		-	(109)		(109) Value-in-use - DCF	6.5% - 9.0%
Thermal power plants	Netherlands/ Belgium		(48)		Value-in-use - DCF	7.4% - 8.1%
Other property, plant and equipment and intangible assets			(61)
Other impairment losses		-	(197)	(197)
TOTAL GDF SUEZ GROUP		(82)	(924)	(1,006)

As regards to exploration-production activities in the North Sea, the In the UK, the Group has a portfolio of thermal power generation decrease in proven and probable reserves from certain assets assets representing around 2,300 MW (Group share) in installed combined with the fall in gas prices led the Group to recognize a production capacity. €261 million impairment loss at December 31, 2014 against assets Worsening forecasts for clean dark spreads and clean spark

The value in use of these exploration-production assets was the UK have led the Group to record an impairment loss of calculated using the cash flow forecasts drawn up based on the €181 million on certain thermal power generation assets. 2015 budget and 2016-2020 medium-term business plan approved The value-in-use of these assets was calculated on a case-by-case by the Group Management Committee and Board of Directors. basis using the cash flow forecasts drawn up based on the 2015 Cash flows beyond this period were extrapolated until the end of the budget and 2016-2020 medium-term business plan approved by

operating life of the assets concerned. Key assumptions used in the impairment test relate to changes in hydrocarbon prices, estimated levels of reserves for the fields The discount rates applied to these forecasts ranged between 7.2% concerned and the discount rate. and 8.7%.

A 10% decrease in the hydrocarbon prices used in the projections Key assumptions used in the impairment test relate to expected would lead to the recognition of an additional impairment loss of trends in electricity demand, prices of electricity and fuel, the carbon €184 million for these North Sea gas fields. floor tax and capacity rates from 2020.

A 50 basis points increase in the discount rate used would lead to A 50 basis points increase in the discount rate used would lead to an

8.2.1 Exploration-production North Sea assets 8.2.2 Thermal power plants in the United-Kingdom

relating to North Sea gas fields. spreads as well as the initial results of public capacity auctions in

operating life of the assets concerned. the Group Management Committee and Board of Directors. Cash The discount rate applied to these projections was 9%. flows beyond this period were extrapolated until the end of the

an additional impairment loss totaling €60 million. additional impairment loss totaling €3 million against these thermal power generation assets. A 5% decrease in the margin captured by the thermal power plants would lead to an additional impairment loss impairment loss of €30 million on property, plant and equipment

The Energy – Eastern Europe CGU comprises gas and electricity calculated using the cash flow forecasts drawn up based on the production, sale and distribution activities in Poland, Romania, and 2015 budget and 2016-2020 medium-term business plan approved Hungary. This CGU consists of installed production capacity of by the Group Management Committee and Board of Directors. nearly 1,900 MW, including around 1,800 MW relating to thermal Cash flows beyond this period were extrapolated until the end of the power generation assets. operating life of the assets concerned.

In Poland, the long-term outlook for the utilization rate for The discount rates applied to these forecasts range from 8.3% to coal-based power plants were revised downwards due to the 12.3%, depending on the risk profile assigned to each type of forecasts for future production capacity and the Polish power power generation, sales and distribution asset.

In Hungary, sales and distribution activities were held back by a trends in the demand for electricity and gas and forecast changes in particularly challenging regulatory environment. Sales activities in the price of fuel and electricity beyond the liquidity period. this country particularly suffered from rate decreases and sluggish III demand. 8.2.4 Impairment losses booked in ²⁰¹³

In view of these factors, the recoverable amount of the Energy – Impairment losses recognized against goodwill, (including goodwil Eastern Europe goodwill CGU decreased to €910 million at on entities accounted for using the equity method) property, plant December 31, 2014, i.e., below its carrying amount. This led the and equipment and intangible assets at December 31, 2013 Group to recognize an impairment loss of €112 million, including amounted to €14,700 million and can be analyzed as follows: €82 million corresponding to the CGU's entire goodwill as well as an

totaling €22 million. and intangible assets, of which €21 million on a wind farm in Romania.

8.2.3 Energy – Eastern Europe CGU The value in use of the Energy – Eastern Europe CGU was

generation mix. Key assumptions used in the impairment test concern expected

	Impairment losses on	Impairment losses on property, plant and	Total impairment
In millions of euros	goodwill (3)	equipment and other assets	losses
Energy – Central Western Europe goodwill CGU	(3,782)	(4,165)	(7,947)
Impairment losses on thermal power plants		(3,711)
Impairment losses on other property, plant and equipment and intangible assets		(454)
Storage goodwill CGU	(1,250)	(1,896)	(3,146)
Impairment losses on gas storage facilities in Europe		(1,896)
Energy – South Europe CGU goodwill	(252)	(1,157)	(1,409)
Impairment losses on thermal power generation assets		(1,013)
Impairment losses on customer relationships		(144)
Energy – Eastern Europe goodwill CGU	(264)	(178)	(442)
Impairment losses on other thermal assets		(123)
Other		(55)
Energy UK – Europe goodwill CGU		(459)	(459)
Impairment losses on thermal power plants		(459)
Other impairment losses	(141)	(1,157)	(1,298)
TOTAL GDF SUEZ GROUP AT DECEMBER 31, 2013(1) (2)	(5,689)	(9,011)	(14,700)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) The Group's interest in SUEZ Environnement was fully consolidated in the financial statements until July 22, 2013 and then accounted for using the equity method as from that date (see Note 5.7).

(3) Including goodwil on entities accounted for using the equity method.

Including writedowns of financial assets, total impairment losses (net Impairment losses recognized on the Group's European activities of reversals) for 2013 amounted to €14,770 million. After taking into amounted to €13,402 million, of which €5,548 million against account the deferred tax effects and the share of impairment losses goodwill (including €55 million against goodwill on entities attributable to non-controlling interests, the impact of these accounted for using the equity method). impairment losses on 2013 net income Group share amounted to €12,713 million.

The ²⁰¹³ annual impairment tests took full account of the difficult 8.4 Changes in the scope of consolidation economic conditions and structurally unfavorable changes that are durably affecting the profitability of its European power generation In 2014, this item amounted to a positive €562 million, and mainly and natural gas storage activities. comprised:

As regards electricity production, the market fundamentals of the the €359 million revaluation gain relating to the 40% interest countries in which the Group operates are characterized by previously held by the Group in Gaztransport & Technigaz (GTT) contracting demand, the rise of renewable energies, and following the acquisition of control over the company further to its overcapacity which – coupled with competition initial public offering (see Note 5.1); from renewables – has triggered a drop in the running hours of the thermal power the €174 million revaluation gain relating to the Group's interest in

are affected by competitive pressure related to the increase in the the €61 million gain on the sale of a 20% interest in NGT BV in supply of gas and in the demand for solutions indexed to market the Netherlands. gas prices.

individually. affected by the difficult environment and market fundamentals described above, as well as the contraction in demand for gas. This In 2013, this item amounted to a positive €405 million, and mainly tough economic environment has translated into seasonally low TTF comprised the €448 million net revaluation gain on the Group's

8.3 Restructuring costs

Restructuring costs totaling €167 million in ²⁰¹⁴ include costs 8.5 Other non-recurring items incurred to adapt to economic conditions, of which €70 million for GDF SUEZ Energy Services and €58 million for GDF SUEZ Energy In 2014, this caption mainly includes the gain on the disposal of the

In 2013, this item amounted to €302 million, and included costs incurred to adapt to economic conditions, of which €171 million for In 2013, this item included the impact of the decrease in the GDF SUEZ Energy Europe and €56 million for GDF SUEZ Energy provision for the back-end of the nuclear fuel cycle amounting to

plants and electricity prices, which remain at very low levels. the Walloon distribution network operator following the loss of significant influence, and the recognition of these shares under Margins on marketing and sales and the gas midstream activities "Available-for-sale securities" (see Note 5.3.2);

The other items included in this caption are not material taken The sales of underground gas storage capacities have also been

spreads, as well as lower storage capacity reservations. interest in SUEZ Environnement Company subsequent to the termination of the shareholders' agreement on July 22, 2013 resulting in the loss of control of that entity.

Europe. Group's interest in the mixed inter-municipal companies in Flanders, for an amount of €323 million (see Note 5.3.1).

Services. €499 million, as well as a €73 million gain on the disposal of Medgaz securities, including €75 million in respect of changes in fair value recognized under "Other comprehensive income" recycled to the income statement.

NOTE 9 Net financial income/(loss)

		Dec. 31, 2014			Dec. 31, 2013(1) (2)
In millions of euros	Expense	Income	Total	Expense	Income	Total
Cost of net debt	(1,071)	132	(939)	(1,525)	127	(1,398)
Income from debt restructuring transactions and from early unwinding of derivative financial instruments	(460)	239	(221)	(256)	103	(153)
Other financial income and expenses	(932)	215	(716)	(663)	268	(394)
NET FINANCIAL INCOME/LOSS	(2,462)	586	(1,876)	(2,444)	498	(1,945)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

9.1 Cost of net debt III

The main items of the cost of net debt break down as follows:

			Total
In millions of euros	Expense	Income	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Interest expense on gross debt and hedges	(1,204)	-	(1,204)	(1,659)
Foreign exchange gains/losses on borrowings and hedges	-	21	21	(21)
Ineffective portion of derivatives qualified as fair value hedges	(21)	-	(21)	2
Gains and losses on cash and cash equivalents and financial assets at fair value through income	-	111	111	125
Capitalized borrowing costs	154	-	154	155
COST OF NET DEBT	(1,071)	132	(939)	(1,398)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Besides the impact of the change in consolidation method applied positive impacts of debt refinancing and restructuring transactions to SUEZ Environnement as of July 2013 (negative impact of carried out by the Group (see Note 16.3.2 "Financial instruments- €230 million), the decrease in the cost of net debt is mainly due to Main events of the period"). the decrease in average outstanding gross debt as well as the

9.2 Income from debt restructuring transactions and from early unwinding of derivative financial instruments

The main effects of debt restructuring break down as follows:

			Total
In millions of euros	Expense	Income	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Impact of early unwinding of derivative financial instruments on income statement	(249)	239	(11)	(107)
of which cash payments made on the unwinding of swaps	(249)	-	(249)	(210)
of which reversal of the negative fair value of these derivatives that were settled early	-	239	239	103
Impact of debt restructuring transactions on the income statement	(211)	-	(211)	(46)
of which early refinancing transactions expenses	(211)	-	(211)	(46)
GAINS AND LOSSES ON DEBT RESTRUCTURING TRANSACTIONS AND ON THE EARLY UNWINDING OF DERIVATIVE FINANCIAL INSTRUMENTS	(460)	239	(221)	(153)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

In 2014, the Group carried-out a number of early refinancing with an aggregate par value of €1,776 million. The net impact of transactions (see Note 16.3.2 "Financial instruments - these buybacks, and unwinding of related hedges, resulted in the Main events of the period"), including several buybacks of bonds recognition of an expense of €215 million in 2014.

9.3 Other financial income and expenses

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Other financial expenses
Change in fair value of derivatives not qualified as hedges	(206)	-
Gains and losses on the dequalification and inefficiency of economic hedges on other financial items	(1)	-
Unwinding of discounting adjustments to other long-term provisions	(518)	(421)
Net interest expense on post-employment benefits and other long-term benefits	(153)	(170)
Interest on trade and other payables	(48)	(69)
Other financial expenses	(6)	(3)
TOTAL	(932)	(663)
Other financial income
Income from available-for-sale securities	103	129
Change in fair value of derivatives not qualified as hedges	-	31
Gains and losses on the dequalification and inefficiency of economic hedges on other financial items	-	2
Interest income on trade and other receivables	21	35
Interest income on loans and receivables at amortized cost	85	30
Other financial income	6	41
TOTAL	215	268
OTHER FINANCIAL INCOME AND EXPENSES, NET	(716)	(394)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

NOTE 10 Income tax expense

10.1 Actual income tax expense recognized in the income statement

10.1.1 Breakdown of actual income tax expense recognized in the income statement

The income tax expense recognized in the income statement for 2014 amounts to €1,588 million (€745 million in 2013), breaking down as:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2) (3)
Current income taxes	(1,918)	(2,245)
Deferred taxes	330	1,500
TOTAL INCOME TAX EXPENSE RECOGNIZED IN INCOME	(1,588)	(745)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(3) The tax expense in 2013 included a €1,542 million tax income (mainly €1,490 million deferred tax income) relating to the impairment losses on tangible and intangible assets.

10.1.2 Reconciliation of theoretical income tax expense with actual income tax expense

A reconciliation of theoretical income tax expense with the Group's actual income tax expense is presented below:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Net income/(loss)	3,110	(8,783)
• Share in net income of entities accounted for using the equity method	441	570
• Income tax expense	(1,588)	(745)
Income/(loss) before income tax expense and share in net income of associates (A)	4,256	(8,608)
Of which French companies	180	(3,851)
Of which companies outside France	4,076	(4,757)
Statutory income tax rate of the parent company (B)	38.0%	38.0%
THEORETICAL INCOME TAX EXPENSE (C) = (A) X (B)	(1,617)	3,271
Reconciling items between theoretical and actual income tax expense:
Difference between statutory tax rate applicable to the parent and statutory tax rate in force in jurisdictions in France and abroad	25	(812)
Permanent differences(a)	(93)	(2,037)
Income taxed at a reduced rate or tax-exempt(b)	801	636
Additional tax expense(c)	(571)	(848)
Effect of unrecognized deferred tax assets on tax loss carry-forwards and other tax-deductible temporary differences(d)	(750)	(1,512)
Recognition of utilization of tax income on previously unrecognized tax loss carry-forwards and other tax-deductible temporary differences	191	137
Impact of changes in tax rates	(42)	38
Tax credits and other tax reductions(e)	292	533
Other	176	(152)
ACTUAL INCOME TAX EXPENSE	(1,588)	(745)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(a) Includes mainly the tax disallowable impairments on goodwill, the non deductible expenses recorded by the project companies in the exploration-production business and the effects relating to the cap on allowable interest on borrowings in France.

(b) Reflects notably capital gains on disposals of securities exempt from tax or taxed at a reduced rate in France, Belgium and in other countries, the impact of the specific tax regimes used by some entities in Luxembourg, Belgium, Thailand and in other countries, and the impact of the untaxed income from remeasuring previously-held equity interests in connection with acquisitions and changes in consolidation methods described in Note 8.4 "Changes in scope of consolidation".

(c) Includes mainly tax on dividends resulting from the parent company tax regime and the withholding tax on dividends and interest levied in several tax jurisdictions, the 3% tax on the dividends paid in cash by the French companies, the contribution on nuclear activities payable by nuclear-sourced electricity utilities in Belgium (€422 million in 2013 and €407 million in 2014), allocations to provisions for income tax, and regional corporate taxes.

(d) Includes the cancellation of the net deferred tax asset position for some tax entities. In 2013, it included notably the impact of the non-recognition of deferred tax assets relating to the impairment losses on property, plant and equipment asset.

(e) Includes mainly the impact of deductible notional interest in Belgium, of tax credits in Norway, the United Kingdom, the Netherlands and France and provisions reversals for income tax.

In 2011, the income tax rate payable by tax entities in France with 2014 and 2015, leading to a 38.00% tax rate for the financial years revenues over €250 million was increased to 36.10% (34.43% in 2013, 2014 and 2015. 2010). This tax rate resulted from the introduction of an exceptional For French companies, the timing differences expected to reverse 5% contribution payable in respect of 2011 and 2012. The after 2015 continue to be measured at the rate of 34.43%. exceptional contribution has been increased to 10.7% for 2013,

10.1.3 Analysis of the deferred tax income/(expense) recognized in the income statement, by type of temporary difference

	Impact in the income statement
In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Deferred tax assets:
Tax loss carry-forwards and tax credits	439	(43)
Pension obligations	(12)	11
Non-deductible provisions	60	183
Difference between the carrying amount of PP&E and intangible assets and their tax bases	(261)	291
Measurement of financial instruments at fair value (IAS 32/39)	229	(27)
Other	(64)	179
TOTAL	391	593
Deferred tax liabilities:
Difference between the carrying amount of PP&E and intangible assets and their tax bases	159	817
Tax driven provisions	19	(10)
Measurement of financial instruments at fair value (IAS 32/39)	(264)	(8)
Other	25	109
TOTAL	(61)	907
DEFERRED TAX INCOME/(EXPENSE)	330	1,500

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The deferred tax income change results mainly from the record of some impairment losses on property, plant and equipment in 2013.

10.2 Deferred tax income/(expense) recognized in "Other comprehensive income"

Net deferred tax income/(expense) recognized in "Other comprehensive income" is broken down by component as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1) (2)
Available-for-sale financial assets	(13)	-
Actuarial gains and losses	516	(201)
Net investment hedges	94	(131)
Cash flow hedges on other items	90	(64)
Cash flow hedges on net debt	11	(4)
TOTAL EXCLUDING SHARE OF ENTITIES ACCOUNTED FOR USING EQUITY METHOD	698	(400)
Share of entities accounted for using the equity method	21	(43)
TOTAL	719	(443)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

10.3 Deferred taxes presented in the statement of financial position

10.3.1 Change in deferred taxes

Changes in deferred taxes recognized in the statement of financial position, after netting deferred tax assets and liabilities by tax entity, break down as follows:

In millions of euros	Assets	Liabilities	Net position
At December 31, 2013(1)	490	(9,466)	(8,975)
Impact on net income of the year	391	(61)	330
Impact on other comprehensive income items	839	(139)	700
Impact of change in scope of consolidation	(14)	(96)	(110)
Impact of translation adjustments	176	(163)	13
Transfers to assets and liabilities classified as held for sale	(2)	-	(2)
Other	164	(178)	(14)
Impact of netting by tax entity	(1,026)	1,026	-
AT DECEMBER 31, 2014	1,018	(9,077)	(8,060)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

10.3.2 Analysis of the net deferred tax position recognized in the statement of financial position (before netting deferred tax assets and liabilities by tax entity), by type of temporary difference

		Statement of financial position at
In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Deferred tax assets:
Tax loss carry-forwards and tax credits	2,655	1,867
Pension obligations	1,633	1,186
Non-deductible provisions	512	492
Difference between the carrying amount of PP&E and intangible assets and their tax bases	1,129	1,053
Measurement of financial instruments at fair value (IAS 32/39)	1,416	1,079
Other	669	822
TOTAL	8,014	6,499
Deferred tax liabilities:
Difference between the carrying amount of PP&E and intangible assets and their tax bases	(13,889)	(13,342)
Tax driven provisions	(174)	(193)
Measurement of financial instruments at fair value (IAS 32/39)	(1,191)	(1,118)
Other	(820)	(821)
TOTAL	(16,074)	(15,474)
NET DEFERRED TAX ASSETS/(LIABILITIES)	(8,060)	(8,975)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

^A total of €2,655 million in deferred tax assets were recognized in 10.4 Unrecognized deferred taxes respect of tax losses and tax credits carried forward at December 31, 2014 (€1,867 million at end-2013). Their increase At December 31, 2014, the tax effect of tax losses and tax credits mainly comes from the recognition of all tax loss carry-forwards eligible for carry-forward but not utilized and not recognized in the relating to the GDF SUEZ SA tax consolidation group and to the statement of financial position amounted to €2,328 million

losses to be carried forward indefinitely (mainly Belgium, carry-forwards are justified by the existence of adequate taxable Luxembourg, France, Australia and the United Kingdom) or up to timing differences and/or by expectations that these loss nine years in the Netherlands. These tax loss carry-forwards did not carry-forwards will be used over the period covered by the medium-term give rise to the recognition of deferred tax due to the absence of plan (2015-2020), as approved by the management, sufficient profit forecasts in the medium-term. except when the specific context justifies it.

company GDF SUEZ E&P UK Ltd. (€1,123 million at December 31, 2013). Most of these unrecognized The deferred tax assets recognized in respect of tax loss tax losses relate to companies based in countries which allow

The tax effect of other tax-deductible temporary differences not recorded in the statement of financial position was €1,150 million at end-December 2014 versus €1,371 million at end-December 2013.

NOTE 11 Net recurring income Group share

Net recurring income Group share is a financial indicator used by early unwinding of derivative instruments net of the reversal of the the Group in its financial reporting to present net income Group fair value of these derivatives that were settled early, changes in

all items presented between the lines "Current operating income instruments that qualify as hedges; after share in net income of entities accounted for using the the tax impact of the items described above, determined using equity method" and "Income/(loss) from operating activities", i.e., the statutory income tax rate applicable to the relevant tax entity; "Mark-to-market on commodity contracts other than trading items". These items are defined in Note 1.4.17 "Current operating
items correspond to the non-recurring items as defined above. impact of debt restructuring, compensation payments on the

share adjusted for unusual or non-recurring items. the fair value of derivative instruments which do not qualify as hedges under IAS 39 – Financial Instruments: Recognition and This financial indicator therefore excludes: Measurement, as well as the ineffective portion of derivative

the net expense relating to the nuclear contribution in Belgium, instruments", "Impairment losses", "Restructuring costs", the legality of which is contested by the Group "Changes in scope of consolidation" and "Other non-recurring (see Note 28.1.10);
income"; net non-recurring items included in "Share in net income of III entities accounted for using the equity method". The excluded the following components of net financial income/(loss): the

The reconciliation of net income/(loss) with net recurring income Group share is as follows:

In millions of euros	Notes	Dec. 31, 2014	Dec. 31, 2013(1) (2)
NET INCOME/(LOSS) GROUP SHARE		2,440	(9,198)
Non-controlling interests		669	414
NET INCOME/(LOSS)		3,110	(8,783)
Reconciliation items between current operating income after share in net income of entities accounted for using the equity method and income/(loss) from operating activities		587	14,348
Mark-to-market on commodity contracts other than trading instruments	8.1	298	226
Impairment losses	8.2	1,037	14,770
Restructuring costs	8.3	167	302
Changes in scope of consolidation	8.4	(562)	(405)
Other non-recurring items	8.5	(353)	(544)
Other adjusted items		187	(1,138)
Ineffective portion of derivatives qualified as fair value hedges	9.1	21	(2)
Gains/(losses) on debt restructuring and early unwinding of derivative financial instruments	9.2	221	153
Change in fair value of derivatives not qualified as hedges	9.3	206	(31)
Taxes on non-recurring items		(659)	(1,593)
Net expense relating to the nuclear contribution in Belgium		397	271
Non-recurring income included in share in net income of entities accounted for using the equity method	4	2	64
NET RECURRING INCOME		3,885	4,426
Non-controlling interests net recurring income		760	977
NET RECURRING INCOME GROUP SHARE		3,125	3,449

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

NOTE 12 Earnings per share

	Dec. 31, 2014	Dec. 31, 2013(1)
Numerator (in millions of euros)
Net income/(loss) Group share	2,440	(9,198)
Interests from deeply-subordinated perpetual notes	(67)	-
Net income/(loss) Group share used to calculate earnings per share	2,373	(9,198)
Impact of dilutive instruments	-	-
Diluted net income/(loss) Group share	2,373	(9,198)
Denominator (in millions of shares)
Average number of outstanding shares	2,367	2,359
Impact of dilutive instruments:
• Bonus share plans reserved for employees	15	15
Diluted average number of outstanding shares	2,382	2,374
Earnings per share (in euros)
Basic earnings/(loss) per share	1.00	(3.90)
Diluted earnings/(loss) per share	1.00	(3.90)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

In compliance with IAS 33 – Earnings per Share, earnings per share annual GDF SUEZ share price amounted to €19.02 in 2014). These and diluted earnings per share are based on the net income Group plans are described in Note 24. share after deduction of payments to bearers of As far as the 2014 financial year is concerned, all stock option plans

The Group's dilutive instruments included in the calculation of to their accretive effect. The same stock option plans were also diluted earnings per share include the bonus shares and excluded from the 2013 diluted earnings per share calculation due performance shares granted in the form of GDF SUEZ securities, to their accretive effect. together with the stock option plans where the exercise price is Instruments that were accretive at December 31, 2014 may

deeply-subordinated perpetual notes. were excluded from the diluted earnings per share calculation due

lower than the average annual GDF SUEZ share price (the average become dilutive in subsequent periods due to changes in the average annual share price.

NOTE 13 Goodwill

13.1 Movements in the carrying amount of goodwill

In millions of euros	Gross amount	Impairment	Net amount
At January 1, 2013(1)	29,987	(452)	29,535
Impairment losses	-	(5,634)	(5,634)
Changes in scope of consolidation and Other	(3,400)	230	(3,170)
Translation adjustments	(341)	30	(310)
At December 31, 2013(1)	26,246	(5,826)	20,420
Impairment losses	-	(82)	(82)
Changes in scope of consolidation and Other	500	32	531
Translation adjustments	357	(4)	353
AT DECEMBER 31, 2014	27,102	(5,880)	21,222

(1) Comparative data at January 1, 2013 and December 31, 2013, have been restated due to the application of the consolidation standards (see Note 2).

The impact of changes in the scope of consolidation in the impairment losses on goodwill for a total amount of €82 million statement of financial position at December 31, 2014 relates relating chiefly to the Energy – Eastern Europe CGU (see primarily to the recognition of €375 million in goodwill arising on the Note 8.2.3). acquisition of a controlling interest in Gaztransport & Technigaz The decrease in this caption in 2013 was primarily due to the (GTT) following its initial public offering and of €213 million in recognition of impairment losses against goodwill (see Note 8.2.4) provisional goodwill arising on the Ecova acquisition, as well as the totaling €5,634 million (€3,732 million recognized against the Energy derecognition of €134 million in goodwill following the change in the consolidation method applied to investments in the Walloon CGU, €264 million against the Energy – Eastern Europe CGU, distribution network operator. These transactions and changes in €247 million against the Energy – Southern Europe CGU and consolidation method are described in Note 5 "Main changes in €60 million against the Energy – Spain CGU), along with changes in

As a result of the annual impairment tests performed in the second (including €3,162 million relating to the change in the consolidation half of 2014 on the goodwill CGUs, the Group recognized method applied to SUEZ Environnement).

– Central Western Europe CGU, €1,250 million against the Storage Group structure". the scope of consolidation and other changes for €3,170 million

13.2 Main goodwill CGUs

III The breakdown of goodwill by CGU is as follows:

In millions of euros	Operating segment	Dec. 31, 2014	Dec. 31, 2013(1)
MATERIAL CGUs(2)
Energy - Central Western Europe	Energy Europe	8,181	8,312
Distribution	Infrastructures	4,009	4,009
Global Gas & LNG	Global Gas & LNG	2,207	2,087
Energy - North America	Energy International	1,389	1,231
OTHER SIGNIFICANT CGUs
Energy Services - International	Energy Services	1,016	625
Energy - United Kingdom - Turkey	Energy International	630	583
Transmission France	Infrastructures	614	614
Storage	Infrastructures	543	543
OTHER CGUs (goodwill individually less than €500 million)		2,633	2,416
TOTAL		21,222	20,420

(1) Comparative data at December 31, 2013, have been restated due to the application of the consolidation standards (see Note 2). (2) Material CGUs correspond to CGUs that represent over 5% of the Group's total goodwill.

All goodwill Cash Generating Units and fundamental supply and demand equilibrium models, the (goodwill CGUs) are tested for results of which are regularly compared against forecasts impairment based on data as of end-June, completed by a review prepared by external energy sector specialists. More specifically, of events arisen in the second half of the year. In most cases, the medium- and long-term electricity prices were determined by the recoverable value of the goodwill CGUs is determined by reference Group using electricity demand forecasting models, medium- and to ^a value-in-use that is calculated based on cash flow projections long-term forecasts of fuel and CO² prices, and expected trends drawn from the ²⁰¹⁵ budget and from the medium-term in installed capacity and in the technology mix of the production 2016-2020 business plan, as approved by the Group Management assets within each power generation system. Committee and the Board of Directors, and on extrapolated cash

Cash flow projections are drawn up on the basis of macroeconomic country and currency risk relating to each goodwill CGU reviewed. assumptions (inflation, exchange rates and growth rates) and price The discount rates used are consistent with available external forecasts resulting from the Group's reference scenario for information sources. The post-tax rates used in 2014 to measure 2015-2035. The forecasts that feature in the reference scenario the value-in-use of the goodwill CGUs for discounting future cash were approved by the Group Management Committee in flows ranged between 4.9% and 15.0%, compared with a range of September 2014. The forecasts and projections included in the between 5.2% and 15.1% in 2013. The discount rates used for reference scenario were determined on the basis of the following each of the eight main goodwill CGUs are shown in Notes 13.3.1

forward market prices over the liquidity period for fuel (coal, oil and gas), CO² and electricity on different markets;

13.3 Impairment testing of goodwill CGUs beyond this period, medium- and long-term energy prices were determined by the Group based on macroeconomic assumptions

The discount rates used correspond to the weighted average cost flows beyond that time frame. of capital, which is adjusted in order to reflect the business, market, inputs: "Material CGUs" and 13.3.2 "Other significant CGUs" below.

to the CWE CGU was €8,181 million. In 2013, ^a €7,947 million key assumptions underlying the valuation, and the sensitivity impairment loss was recognized against this goodwill CGU, analyses for the impairment tests on CGUs where the amount of including €3,782 million recognized against goodwill (including €50 goodwill represents more than 5% of the Group's total goodwill at

Goodwill allocated to the CWE CGU and intangible assets (see Note 8.2.4).

flow forecasts drawn up on the basis of the 2015 budget and the natural gas supply, trading, marketing and sales activities, along with 2016-2020 medium-term business plan approved by the Group power generation and the sale of energy in France, Belgium, the Netherlands, Luxembourg and Germany. The power stations Management Committee and Board of Directors. Cash flow forecasts beyond this six-year period were based on the reference represent 22,711 MW and include mainly nuclear power plants in Belgium scenario adopted by the Group. (4,134 MW), drawing rights on nuclear facilities in France

13.3.1 Material CGUs (1,209 MW), hydropower plants in France (2,295 MW), and thermal power plants (10,053 MW). The total amount of goodwill allocated This section presents the method for determining value-in-use, the million against goodwill on entities accounted for using the equity December 31, 2014. method) and €4,165 million against property, plant and equipment

The value-in-use of the CWE CGU was calculated using the cash The Energy-Central Western Europe (CWE) CGU groups together

Cash flow forecasts relating to the main contributing businesses for the period beyond the medium-term business plan were determined as described below:

Activities	Assumptions applied beyond the term of the business plan
Thermal (gas- and coal-fired power plants) and wind power generation	Cash flow projection over the useful life of generation assets and underlying contracts
Nuclear power generation in Belgium	Cash flow projection over the useful life of Tihange 1 (50 years), and over a technical life of 60 years for the Doel 3, Doel 4, Tihange 2 and Tihange 3 reactors
Drawing rights on Chooz B and Tricastin power plants	Cash flow projection over the remaining term of existing contract plus assumption that drawing rights will be extended for a further ten years
Hydropower generation in France	Cash flow projection over the useful life of concessions plus assumption that concessions will be renewed
Natural gas supply, trading and marketing and France sales activities	Cash flow projection over a time period allowing for the convergence towards expected long-term equilibrium price and margins levels, plus application of a terminal value based on a normative cash flow using a long-term growth rate of 1.9%

The discount rates applied to these cash flow forecasts range from of this facility. This fee will replace the nuclear contribution 5.6% to 8.5%, depending on the risk profile of each business applicable to Tihange 1;

Key assumptions used for impairment tests for the Central Western In order to ensure the security of supply in Belgium, the new Europe goodwill CGU concern discount rates and expected government decided in its Council of Ministers held on changes in the regulatory environment, in the demand for electricity December 18, 2014 to extend the operating life of the Doel 1 and and gas, and in the price of fuel, CO² and electricity beyond the Doel 2 reactors for a period of ten years. The operating life of these

environment in Belgium relate to the operating life of existing nuclear phase-out of nuclear power in Belgium, an agreement from the reactors and the restart of the Doel 3 and Tihange 2 reactors which Belgian Federal Agency for Nuclear Control (FANC), and the

electricity sales over the full cost of the reactor plus the Doel 1 and Doel 2 reactors is not yet known, value-in-use is based remuneration of the investments needed to extend the useful life

activity. the second-generation reactors Doel 3, Tihange 2, Tihange 3 and Doel 4 reactors will be closed in 2022, 2023 and 2025, Key assumptions used for impairment tests respectively, after 40 years of operation.

liquidity period. reactors cannot however be extended beyond 2025. To take effect, The most important assumptions concerning the regulatory this extension will require an amendment to the law on the have been inoperative since March 2014. signature of an agreement between the Group and the Belgian authorities regarding the economic and financial conditions under In December 2013, the previous government confirmed the which these reactors' operating life will be extended. The following schedule for the gradual phase-out of nuclear power: discussions between the Group and the Belgian government are the closure of the Doel 1 and Doel 2 reactors after an operating currently in progress. The Group will only make the investments life of 40 years, i.e., on February 15, 2015 and necessary to extend the useful life of these two reactors if (i) these December 1, 2015, respectively; extensions are profitable from an economic standpoint and (ii) the the operating life of Tihange 1 will be extended by ten years, until economic and legal framework governing nuclear power activities in October 1, 2025. In return, the Belgian government will receive a Belgium has been clarified and stabilized. Since the outcome of the fee corresponding to 70% of the excess of the proceeds from discussions regarding the extension of the operating life of the

on the assumption that the two reactors will shut down in 2015 Goodwill CGU sensitivity analyses

In view of (i) the extension of the operating life of Tihange 1 and the hydropower generation would have a negative 14% impact on the Belgian government's decision to extend the operating life of Doel 1 excess of the recoverable amount over the carrying amount. and Doel 2, (ii) the importance of nuclear power generation in the However, the recoverable amount would remain above the carrying Belgian energy mix, and (iii) the lack of a sufficiently detailed and amount. Conversely, an increase of €1/MWh in electricity prices attractive industrial plan enticing energy utilities to invest in would have a positive 14% impact on the calculation. replacement thermal capacity, the Group considers – as in ²⁰¹³ – ^A decrease of 5% in the margin captured by thermal power plants that nuclear power will still be needed to guarantee the energy would have ^a negative 15% impact on the excess of the recoverable equilibrium in Belgium after 2025. The value-in-use was therefore amount over the carrying amount. However, the recoverable calculated based on an assumption that the operating life of the amount would remain above the carrying amount. Conversely, an second-generation reactors would be extended by 20 years. The increase of 5% in the margin captured by thermal power plants value-in-use calculated for the reactors whose operating life is would have ^a positive 15% impact on the calculation. extended is based on a principle of profit sharing with the Belgian

outages of the Doel 3 and Tihange 2 reactors. The Group took this amount would remain above the carrying amount. Conversely, an decision on March 25, ²⁰¹⁴ based on the findings of tests carried increase of 5% in the margin on gas and electricity sales activities out on samples of substances in the reactor vessels, in accordance would have ^a positive 10% impact on the calculation. with the action plan agreed with the FANC when the above reactors An increase of ⁵⁰ basis points in the discount rates used would were restarted in 2013. Among all the realized tests, one of them have ^a negative 66% impact on the excess of the recoverable did not deliver results in line with experts' expectations. Additional amount over the carrying amount. However, the recoverable tests and analyses were performed in order to verify and explain the amount would remain above the carrying amount. ^A decrease of ⁵⁰ first results observed and were disclosed to ^a panel of international basis points in the discount rates used would have ^a positive 68% experts appointed by the FANC. These experts made additional impact on the calculation. requests and recommendations which are currently being addressed by the Group. At the end of these additional tests, a Various transformational scenarios were considered concerning justification file will be submitted to the FANC, which will decide on nuclear power generation in Belgium: the restart of both reactors. The Group remains confident that the the disappearance of the entire nuclear component from the reactors will restart in 2015 and has included this assumption in its portfolio after 50 years of operation in the case of Tihange 1 and

recoverable amount falling significantly below the carrying on the Tricastin and Chooz B nuclear plants expiring in 2021 and amount. In this scenario, the impairment risk would represent 2037, respectively, will be extended by ten years. Although no such around €4,400 million; decision has been taken by the government and the nuclear safety the immediate and definitive shutdown of the Doel 3 and authority, the Group considers that extending the reactors' Tihange 2 reactors would have a strongly adverse impact on the operating life is the most credible and likely scenario at this point in results of the test, with the recoverable amount falling significantly time.This is also consistent with the expected French energy mix

The Group also assumed that its hydropower concession if the life of the second-generation reactors were to be extended agreements would be renewed, particularly the Compagnie by ten years and the entire nuclear component subsequently

The normative margin associated with gas midstream activities amount and the impairment risk would represent €1,000 million. represents the best estimate of the profitability of these businesses In France, if the drawing rights on the Chooz B and Tricastin

At December 31, 2014, the recoverable amount of the CWE recoverable amount would remain above the carrying amount. goodwill CGU is higher than its carrying amount.

(assumption also applied in 2013). ^A decrease of €1/MWh in electricity prices for nuclear power and

^A decrease of 5% in the margin on gas and electricity sales activities State. would have a negative 10% impact on the excess of the recoverable In first-half 2014, the Group decided to anticipate the planned III amount over the carrying amount. However, the recoverable

calculation of the value-in-use of the CWE CGU. 40 years of operation for the second-generation reactors would have a strongly adverse impact on the results of the test, with the In France, the Group includes an assumption that its drawing rights
below the carrying amount. In this scenario, the impairment risk featured in its reference scenario. would represent around €2,200 million;
Nationale du Rhône concession expiring in 2023. disappear, the recoverable amount would fall below the carrying

over the medium and long term. reactors were not extended for a further ten years, this would have a negative 23% impact on the excess of the goodwill CGU's Results of the impairment test recoverable amount over its carrying amount, although the For Belgian nuclear facilities and French hydropower plants under The recoverable amount of the CGU was determined based on (i) concession, the cash flows for the periods covered by the renewal the market price for the listed subsidiary GTT, and (ii) the of the hydropower concessions and the 20-year extension of the value-in-use for all other activities included in the CGU. operating lives of the second-generation reactors are based on a The value-in-use was calculated using the cash flow projections number of assumptions relating to the economic and regulatory drawn up on the basis of the 2015 budget and of the medium-term conditions for operating these assets (royalty rates, required level of 2016-2020 business plan, as approved by the Group Management investment, etc.) during this period. A change in one or more of Committee. A terminal value was calculated by extrapolating the these inputs could lead to a material adjustment in the CGU's cash flows beyond that period. recoverable amount.

The value-in-use of the Distribution CGU was calculated using cash studies and by other market players' forecasts. The discount rate flow projections drawn up on the basis of the 2015 budget and the applied to these projections was 9.1%. medium-term 2016-2020 business plan, as approved by the Group The value-in-use of the Exploration-Production assets in the Management Committee. The discount rate applied to these development or production phase is determined based on ^a projections was 5.0%. The terminal value calculated at the end of projection time frame that corresponds to the useful life of the the medium-term business plan corresponds to the expected underlying proven and probable reserves. Regulated Asset Base (RAB) with no premium at the end of 2020. The RAB is the value assigned by the regulator (CRE) to the assets The main assumptions and key estimates primarily include the operated by the distributor. It is the sum of the future pre-tax cash discount rates, hydrocarbon price trends, changes in the euro/US dollar exchange rate, estimates of proven and probable reserves, flows, discounted at a rate that equals the pre-tax rate of return

Given the regulated nature of the businesses grouped within the An increase of ⁵⁰ basis points in the discount rate used would have Distribution CGU, ^a reasonable change in any of the valuation ^a negative 23% impact on the excess of the recoverable amount parameters would not result in the recoverable value falling below

The total amount of goodwill allocated to the Global Gas & LNG A decrease of 10% in the hydrocarbon prices used in CGU was €2,207 million at December 31, 2014. The Global Gas & exploration-production activities would have a negative 66% impact LNG CGU brings together the upstream activities of the natural gas

excess of the recoverable amount over the carrying amount. Kingdom, Norway, the Netherlands, Algeria and Indonesia;
specialized in marine engineering. 11% impact on this calculation.

For LNG activities outside GTT, the terminal value corresponds to Goodwill allocated to the Distribution CGU an exit value determined by applying a long-term growth rate of 2.5% to the cash flows of the last year of the medium-term business The total amount of goodwill allocated to the Distribution CGU was plan approved by the Group Management Committee. This 2.5% €4,009 million at December 31, 2014. The Distribution CGU groups growth rate includes the effect of inflation at 2% and the effect of an together the Group's regulated natural gas distribution activities in expected long-term increase in LNG volumes of 0.5%. The France. long-term growth assumption is widely corroborated by external

guaranteed by changes in LNG supply and demand, as well as the future market the regulator. outlook. The values assigned reflect our best estimates for market The cash flow projections are drawn up based on the tariff for public prices and the expected future trend for these markets. The natural gas distribution networks, known as the "ATRD 4 tariff", projections used for oil and natural gas prices beyond the liquidity which entered into effect for ^a period of four years on July 1, 2012, period are in line with the consensus drawn up on the basis of and on the overall level of investments agreed by the French Energy several external studies. The discount rates applied range between Regulatory Commission (CRE) as part of its decision on the ATRD 4 8.2% and 15%, and differ primarily in accordance with the risk tariff. premiums assigned to the countries in which the Group operates.

over the carrying amount of the goodwill CGU. However, the the carrying value. recoverable value would remain above the carrying amount. ^A Goodwill allocated to the Global Gas & LNG CGU reduction of 50 basis points in the discount rate used would have a positive 37% impact on this calculation.

on the excess of the recoverable amount over the carrying amount value chain, including: of the goodwill CGU. However, the recoverable amount would exploration and production activities, i.e., the exploration, remain above the carrying amount. An increase of 10% in the development and operation of oil and gas fields, the most hydrocarbon prices used would have ^a positive 74% impact on the important of which for the Group are in Germany, the United

A decrease of 50 basis points in the long-term growth rate used to activities relating to LNG, i.e., the management and sale of a determine the terminal value of LNG activities would have a negative diversified portfolio of long-term supply contracts, interests in liquefaction facilities, operation of an LNG tanker fleet, 11% impact on the excess of the recoverable amount over the regasification capacities in LNG terminals and the development carrying amount of the goodwill CGU. However, the recoverable and sale of cryogenic membrane confinement systems to amount would remain above the carrying amount. An increase of 50 transport LNG, carried out by GTT, the Group's subsidiary basis points in the long term growth rate used would have a positive

The inputs used for these assumptions reflect best estimates of America CGU was €1,389 million at December 31, 2014. The market prices. The discount rates used in ²⁰¹⁴ range from 5.5% to entities included in this CGU produce electricity and market 8.7%, depending on the business concerned. electricity and gas in the United States, Mexico and Canada. They are also involved in LNG imports and regasification, as well as LNG An increase of 50 basis points in the discount rate used would have

remain above the carrying amount. ^A decrease of ⁵⁰ basis points in drawn up on the basis of the ²⁰¹⁵ budget and of the medium-term the discount rate used would have ^a positive 26% impact on this 2016-2020 business plan, as approved by the Group Management calculation. Committee.

would have ^a negative 25% impact on the excess of the recoverable for each asset class by extrapolating the cash flows until the end of amount over the carrying amount. However, the recoverable the useful life of the related power plants. For the electricity sales amount would remain above the carrying amount. An increase of business, the terminal value was calculated by extrapolating cash 10% in the long-term equilibrium prices would have ^a positive 25% III flows beyond the last year of the medium-term business plan using impact on this calculation. ^a long-term growth rate of 1%.

Goodwill allocated to the Energy – North America CGU Key assumptions include long-term trends in electricity and fuel prices, the future market outlook and the discount rates applied. The total amount of goodwill allocated to the Energy – North

cargo sales. a negative 22% impact on the excess of the recoverable amount over the carrying amount. However, the recoverable amount would The value-in-use was calculated using the cash flow projections

^A decrease of 10% in the long-term equilibrium prices for electricity For electricity production activities, the terminal value was calculated

13.3.2 Other significant CGUs

The table below sets out the assumptions used to determine the recoverable amount of the other main CGUs.

CGU	Operating segment	Measurement	Discount rate
Energy Services - International	Energy Services	DCF	8.1%
Energy - United Kingdom - Turkey	Energy International	DCF + DDM	7.2% - 12.2%
Transmission France	Infrastructures	DCF	5.3%
Storage	Infrastructures	DCF	5.0% - 7.9%

The "DDM" method refers to the method known as the discounted dividend model (DDM).

13.4 Goodwill segment information

The carrying amount of goodwill can be analyzed as follows by operating segment:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Energy International	3,466	3,091
Energy Europe	8,181	8,395
Global Gas & LNG	2,207	2,087
Infrastructures	5,324	5,324
Energy Services	2,044	1,524
TOTAL	21,222	20,420

(1) Comparative data at December 31, 2013, have been restated due to the application of the consolidation standards (see Note 2).

NOTE 14 Intangible assets

14.1 Movements in intangible assets

In millions of euros	Intangible rights arising on concession contracts	Capacity entitlements	Other	Total
GROSS AMOUNT
At January 1, 2013(1)	5,790	2,379	12,156	20,325
Acquisitions	262	-	537	799
Disposals	(87)	-	(67)	(154)
Translation adjustments	(44)	-	(133)	(177)
Changes in scope of consolidation	(3,309)	-	(3,212)	(6,521)
Other	90	66	(31)	125
At December 31, 2013(1)	2,702	2,445	9,250	14,397
Acquisitions	225	-	510	735
Disposals	(40)	-	(47)	(87)
Translation adjustments	32	-	209	241
Changes in scope of consolidation	(91)	-	791	700
Other	(2)	48	(191)	(145)
AT DECEMBER 31, 2014	2,825	2,493	10,523	15,841
ACCUMULATED AMORTIZATION AND IMPAIRMENT
At January 1, 2013(1)	(2,004)	(856)	(4,801)	(7,661)
Amortization	(189)	(92)	(675)	(956)
Impairment	(36)	(638)	(586)	(1,260)
Disposals	84	-	61	144
Translation adjustments	6	-	42	48
Changes in scope of consolidation	1,149	-	1,245	2,395
Other	(73)	-	8	(65)
At December 31, 2013(1)	(1,063)	(1,586)	(4,705)	(7,355)
Amortization	(97)	(60)	(569)	(726)
Impairment	-	-	(221)	(222)
Disposals	37	-	35	72
Translation adjustments	(8)	-	(76)	(84)
Changes in scope of consolidation	65	-	11	77
Other	4	-	(38)	(35)
AT DECEMBER 31, 2014	(1,062)	(1,646)	(5,564)	(8,272)
CARRYING AMOUNT
At December 31, 2013(1)	1,639	858	4,545	7,042
AT DECEMBER 31, 2014	1,763	847	4,959	7,569

(1) Comparative data at January 1, 2013 and at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Changes in the scope of consolidation in 2014 are mainly due to the 14.1.1 Intangible rights arising on concession contracts acquisition of control over Gaztransport & Technigaz (GTT) following This item primarily includes the right to bill users recognized in its initial public offering (see Note 5 "Main changes in Group accordance with the intangible asset model as set out in IFRIC 12. structure").

Translation adjustments on the net value of intangible assets mainly 14.1.2 Capacity entitlements resulted from movements in the US dollar compared to the euro The Group has acquired capacity entitlements from power stations

(positive €127 million impact). operated by third parties. These power station capacity rights were acquired in connection with transactions or within the scope of the Group's involvement in financing the construction of certain power stations. In consideration, the Group received the right to purchase a share of the production over the useful life of the underlying assets. These rights are amortized over the useful life of the as part of the allocation of the cost of the business combination to underlying assets, not to exceed 40 years. The Group currently the assets and liabilities of Gaz de France. holds entitlements in the Chooz B and Tricastin power plants in France and in the virtual power plant (VPP) in Italy.

At end-2014, this caption chiefly relates to licenses and intangible assets acquired as a result of the merger with Gaz de France, Research and development activities primarily relate to various essentially comprising the GDF Gaz de France brand, customer studies regarding technological innovation, improvements in plant relationships, and supply agreements. The exploration and efficiency, safety, environmental protection, service quality, and the production licenses presented under "Other" in the table above are use of energy resources.

The carrying amount of intangible assets that are not amortized costs, totaled €189 million in 2014. Expenses related to in-house because they have an indefinite useful life was €674 million at projects in the development phase that meet the criteria for December 31, 2014 (€678 million at December 31, 2013). This recognition as an intangible asset as defined in IAS 38 are not

14.2 Information regarding research and 14.1.3 Other development costs

detailed in Note 21 "Exploration-production activities". Research and development costs, excluding technical assistance caption relates mainly to the GDF Gaz de France brand recognized material. III

NOTE 15 Property, plant and equipment

15.1 Movements in property, plant and equipment

			Plant and		Dismantling	Assets in
In millions of euros	Land		Buildings equipment	Vehicles	costs	progress	Other	Total
GROSS AMOUNT
At January 1, 2013(1)	3,183	7,263	98,218	1,892	1,950	8,901	1,365	122,771
Acquisitions	13	34	707	74	567	4,554	58	6,008
Disposals	(53)	(53)	(546)	(87)	1	-	(43)	(782)
Translation adjustments	(105)	(116)	(2,821)	(24)	(58)	(196)	(14)	(3,334)
Changes in scope of consolidation	(1,824)	(3,369)	(8,460)	(1,502)	(549)	(521)	(429)	(16,653)
Transfers to assets classified as held for sale	-	-	(692)	-	(10)	(23)	-	(725)
Other	(12)	230	3,705	20	26	(4,097)	54	(75)
At December 31, 2013(1)	1,202	3,988	90,110	373	1,926	8,619	991	107,209
Acquisitions	13	48	669	38	-	4,214	45	5,028
Disposals	(295)	(33)	(2,983)	(38)	(11)	(13)	(63)	(3,435)
Translation adjustments	22	69	1,800	7	(3)	261	8	2,163
Changes in scope of consolidation	(15)	(15)	(1,510)	3	(13)	(19)	18	(1,552)
Other	18	403	4,745	6	243	(5,436)	55	33
AT DECEMBER 31, 2014	944	4,460	92,831	390	2,141	7,626	1,053	109,446
ACCUMULATED DEPRECIATION AND IMPAIRMENT
At January 1, 2013(1)	(1,214)	(2,771)	(33,544)	(1,256)	(1,093)	(202)	(929)	(41,009)
Depreciation	(42)	(276)	(4,036)	(105)	(228)	-	(110)	(4,797)
Impairment	(25)	(80)	(4,808)	-	(18)	(2,404)	(4)	(7,339)
Disposals	10	27	332	74	1	1	39	485
Translation adjustments	37	21	828	14	21	(4)	9	926
Changes in scope of consolidation	843	1,246	3,584	1,016	541	3	273	7,507
Transfers to assets classified as held for sale	-	-	193	-	2	-	-	195
Other	4	2	(77)	11	(12)	10	(4)	(65)
At December 31, 2013(1)	(387)	(1,830)	(37,527)	(246)	(786)	(2,596)	(725)	(44,098)
Depreciation	(8)	(137)	(3,516)	(42)	(219)	-	(83)	(4,004)
Impairment	(11)	(32)	(402)	-	(42)	(213)	(2)	(702)
Disposals	280	(8)	2,810	34	8	32	59	3,214
Translation adjustments	-	(6)	(613)	(3)	2	(26)	(4)	(650)
Changes in scope of consolidation	1	32	769	-	5	(14)	(7)	786
Other	(21)	(170)	(1,147)	(2)	(7)	1,395	(7)	41
AT DECEMBER 31, 2014	(147)	(2,151)	(39,627)	(258)	(1,039)	(1,422)	(770)	(45,414)
CARRYING AMOUNT
At December 31, 2013(1)	814	2,158	52,583	127	1,140	6,022	266	63,112
AT DECEMBER 31, 2014	798	2,309	53,205	132	1,102	6,204	283	64,032

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

In 2014, the net increase in "Property, plant and equipment" mainly classified as held for sale" position in the statements of financial resulted from: position.

(+€92 million), and the Norwegian crown (-€199 million); fields in production are included in "Plant and equipment".
changes in scope of consolidation for -€766 million, mainly due to the disposal of the portfolio of power generation assets in Panama and Costa Rica, as well as the disposal of 50% of the portfolio of wind farm assets in the United Kingdom (see Note 5

In 2013, the net decrease in "Property, plant and equipment" mainly resulted from: III

changes in scope of consolidation for -€9,146 million, mainly resulting from the loss of control of SUEZ Environnement property, plant and equipment (-€8,437 million), the disposal of the Astoria Energy, Phase I
activities), and for service agreements. impairment losses amounting to -€7,339 million, and mainly relating to thermal power generation assets in Europe Investment commitments made by the Group to purchase property, power plant portfolio (-€3,711 million), as well as thermal power versus €2,790 million at December 31, 2013. plants in the United Kingdom (-€459 million) and in Italy (-€375 million). Impairment losses were also recognized on underground gas storage facilities in Europe (-€1,896 million);
the classification of Futures Energies Investissements as "Assets held for sale"; the carrying amount of the corresponding property, Borrowing costs for 2014 included in the cost of property, plant and

exchange rate fluctuations for +€1,513 million, mainly resulting Assets relating to exploration-production included in the table above from the US dollar (+€1,261 million), the pound sterling are detailed in Note 21 "Exploration-production activities". Fields (+€186 million), the Thai baht (+€151 million), the Australian dollar under development are shown under "Assets in progress", while

15.2 Pledged and mortgaged assets

"Main changes in Group structure"); Items of property, plant and equipment pledged by the Group to guarantee borrowings and debt amounted to €5,068 million at impairment losses amounting to -€702 million, mainly related to exploration-production assets in the North Sea (-€252 million), as December 2014 versus €6,378 million a year earlier. This variation well as thermal power plants in Europe (-€228 million), mainly in results primarily from debt refinancing transactions, as well as the United Kingdom (see Note 8.2 "Impairment losses"). changes in scope of consolidation that occurred during 2014.

15.3 Contractual commitments to purchase

In the ordinary course of their operations, some Group companies power plant (-€760 million) and the Red Hills power plant (-€176 million), and the change of consolidation method have entered into commitments to purchase, and the related third consecutive to the sale of 50% of the portfolio of power parties to deliver, property, plant and equipment. These generation assets commitments relate mainly to orders for equipment, and material in Portugal (-€107 million), as well as the acquisition of a controlling interest in Meenakshi Energy in India required for the construction of energy production units (power (+€330 million); plants and fields under development of the exploration-production

(-€4,746 million), notably on the Central Western Europe thermal plant and equipment totaled €3,849 million at December 31, 2014

15.4 Other information

plant and equipment having been transferred to the "Assets equipment amounted to €154 million at December 31, ²⁰¹⁴ versus €155 million at December 31, 2013.

NOTE 16 Financial instruments

16.1 Financial assets

The following table presents the Group's different categories of financial assets, broken down into current and non-current items:

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Available-for-sale securities	2,893	-	2,893	3,015	-	3,015
Loans and receivables at amortized cost	2,960	22,483	25,443	1,898	22,527	24,425
Loans and receivables at amortized cost (excluding trade and other receivables)	2,960	925	3,885	1,898	1,470	3,368
Trade and other receivables	-	21,558	21,558	-	21,057	21,057
Other financial assets at fair value	2,733	9,336	12,069	2,351	4,835	7,186
Derivative instruments	2,733	7,886	10,619	2,351	3,833	6,184
Financial assets at fair value through income	-	1,450	1,450	-	1,001	1,001
Cash and cash equivalents	-	8,546	8,546	-	8,706	8,706
TOTAL	8,585	40,366	48,951	7,264	36,068	43,332

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

16.1.1 Available-for-sale securities

In millions of euros

At January 1, 2013(1)	3,341
Acquisitions	155
Disposals - carrying amount excluding changes in fair value recorded in "Other comprehensive income"	(51)
Disposals - "Other comprehensive income" derecognized	(104)
Other changes in fair value recorded in equity	56
Changes in fair value recorded in income	(81)
Changes in scope of consolidation, foreign currency translation and other changes	(302)
At December 31, 2013(1)	3,015
Acquisitions	279
Disposals - carrying amount excluding changes in fair value recorded in "Other comprehensive income"	(669)
Disposals - "Other comprehensive income" derecognized	(37)
Other changes in fair value recorded in equity	84
Changes in fair value recorded in income	(43)
Changes in scope of consolidation, foreign currency translation and other changes	265
AT DECEMBER 31, 2014	2,893

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The Group's available-for-sale securities amounted to €2,893 million and the accounting for the Group's interest in the Walloon at December 31, 2014 breaking down as €1,406 million of listed inter-municipal companies as available-for-sale securities securities and €1,487 million of unlisted securities (respectively, (see Note 5.3).

The main changes over the period correspond to the disposal of the loss of control of SUEZ Environnement for -€393 million Group's interest in the Flemish mixed inter-municipal companies (see Note 5.7 "Loss of control of SUEZ Environment").

€1,140 million and €1,875 million at December 31, 2013). In 2013, changes in the scope of consolidation mainly related to the

16.1.1.1 Gains and losses on available-for-sale securities recognized in equity or income

The table below shows gains and losses on available-for-sale securities recognized in equity or income:

		Post-acquisition measurement
In millions of euros	Dividends	Change in fair value	Foreign currency translation	Impairment	Reclassified to income	Net gain (loss) on disposals
Equity(1)	-	84	2	-	(37)	-
Income	103	-	-	(43)	37	365
TOTAL AT DECEMBER 31, 2014	103	84	2	(43)	-	365
Equity(1)	-	56	14	-	(104)	-
Income	129	-	-	(81)	104	112
TOTAL AT DECEMBER 31, 2013	129	56	14	(81)	-	112

(1) Excluding tax impact. III

In 2014, net disposal gains/(losses) on available-for-sale securities mainly Among factors taken into account, an impairment indicator for listed comprised the disposal gain recorded on the sale of the Group's interest securities is when the value of any such security falls below 50% of its in the Flemish mixed inter-municipal companies (see Note 5.3). historical cost or remains below its historical cost for more than 12 months.

million at December 31, 2014. impairment tests

impairment losses on available-for-sale securities at case-by-case basis in order to determine whether any impairment December 31, 2014. Moreover, the Group has not identified any losses should be recognized in light of the current market

16.1.1.2 Analysis of available-for-sale securities in connection with The Group recognized impairment losses for an amount of €43

Based on its analyses, the Group did not recognize any other The Group reviewed the value of its available-for-sale securities on ^a evidence of material unrealized capital losses as at environment. December 31, 2014 on other securities.

16.1.2 Loans and receivables at amortized cost

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Loans and receivables at amortized cost (excluding trade and other receivables)	2,960	925	3,885	1,898	1,470	3,368
Loans granted to affiliated companies	664	573	1,237	558	418	976
Other receivables at amortized cost	762	107	869	791	51	842
Amounts receivable under concession contracts	620	132	752	20	892	912
Amounts receivable under finance leases	913	113	1,026	529	109	639
Trade and other receivables	-	21,558	21,558	-	21,057	21,057
TOTAL	2,960	22,483	25,443	1,898	22,527	24,425

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The table below shows impairment losses on loans and receivables at amortized cost:

	Dec. 31, 2014			Dec. 31, 2013(1)
	Allowances and			Allowances and
In millions of euros	Gross	impairment	Net	Gross	impairment	Net
Loans and receivables at amortized cost (excluding trade and other receivables)	4,186	(301)	3,885	3,641	(273)	3,368
Trade and other receivables	22,479	(921)	21,558	21,993	(937)	21,057
TOTAL	26,664	(1,222)	25,443	25,634	(1,209)	24,425

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Information on the age of receivables past due but not impaired and on counterparty risk associated with loans and receivables at amortized cost (including trade and other receivables) are provided in Note 17.2 "Counterparty risk".

Net gains and losses recognized in the consolidated income statement with regard to loans and receivables at amortized cost (including trade and other receivables) break down as follows:

			Post-acquisition measurement
In millions of euros	Interest income	Foreign currency translation	Impairment
At December 31, 2013(1)	92	(4)	(177)
At December 31, 2014	111	(5)	(63)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

reasonable estimate of the fair value. impairment losses had been recognized against loans and receivables at amortized cost (excluding trade and other Impairment losses recognized against trade and other receivables

Loans and receivables at amortized cost (excluding trade and other Impairment losses are recorded based on the estimated risk of receivables) non-recovery. The carrying amount of trade and other receivables in At December 31, the consolidated statement of financial position represents a 2014 and December 31, 2013, no material

receivables). are stable to €921 million at end-2014 (€937 million at end-2013).

Trade and other receivables

On initial recognition, trade and other receivables are recorded at fair value, which generally corresponds to their nominal value.

16.1.3 Other financial assets at fair value through income

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Derivative instruments	2,733	7,886	10,619	2,351	3,833	6,184
Derivatives hedging borrowings	978	165	1,143	637	157	794
Derivatives hedging commodities	716	7,653	8,369	881	3,648	4,529
Derivatives hedging other items(2)	1,038	68	1,107	833	28	861
Financial assets at fair value through income (excluding margin calls)	-	808	808	-	732	732
Financial assets qualifying as at fair value through income	-	795	795	-	732	732
Financial assets designated as at fair value through income	-	13	13	-	-	-
Margin calls on derivatives hedging borrowings - assets	-	643	643	-	269	269
TOTAL	2,733	9,336	12,069	2,351	4,835	7,186

(1) Comparative data as of December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Derivatives hedging other items mainly include the interest rate component of interest rate derivatives (not qualifying as hedges or qualifying as cash flow hedges), that are now excluded from net debt, as well as net investment hedge derivatives.

margin calls) are mainly money market funds held for trading equivalents subject to restrictions (€209 million at

financing arrangements in certain subsidiaries. (excluding derivatives) held for trading purposes totaled €10 million

amounted to €96 million in 2014 compared to €113 million in 2013. Gains and losses on financial assets designated as at fair value

Cash and cash equivalents totaled €8,546 million at December 31,

bond issue (see Chapter 5 of the Registration Document).

Financial assets qualifying as at fair value through income (excluding This amount also included €236 million in cash and cash purposes and held to be sold in the near term. They are included in December 31, 2013). Cash and cash equivalents subject to the calculation of the Group's net debt (see Note 16.3 "Net debt"). restrictions include notably €87 million of cash equivalents set aside to cover the repayment of borrowings and debt as part of project Gains on financial assets qualifying as at fair value through income

in 2014 versus €9 million in 2013 Gains recognized in respect of "Cash and cash equivalents"

through income in ²⁰¹⁴ and ²⁰¹³ were not material. 16.1.5 Financial assets set aside to cover the future costs of 16.1.4 Cash and cash equivalents dismantling nuclear facilities and managing radioactive fissile material

As indicated in Note 19.2 "Nuclear dismantling liabilities", the ²⁰¹⁴ (€8,706 million at December 31, 2013). Belgian law of April 11, 2003, amended by the law of April 25, 2007, At end-2014, this amount included fund-raising relating to the green granted the Group's wholly-owned subsidiary Synatom responsibility for managing and investing funds received from operators of nuclear power plants in Belgium and designed to cover

the costs of dismantling nuclear power plants and managing criteria – particularly in terms of credit quality. The funds that cannot

bonds and money market funds. operators of nuclear plants provided that they meet certain financial

radioactive fissile material. be lent to operators are either lent to entities meeting the credit quality criteria set by the law or invested in financial assets such as Pursuant to the law, Synatom may lend up to 75% of these funds to

Loans to entities outside the Group and other cash investments are shown in the table below:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Loans to third parties	602	688
Loan to ESO/ELIA	454	454
Loan to Eandis	-	80
Loan to Ores	82	80
Loan to Sibelga	66	74
Other cash investments	1,086	779
Bond portfolio	145	159
Money market funds	941	620
TOTAL	1,688	1,467

Loans to entities outside the Group are shown in the statement of financial position as "Loans and receivables at amortized cost". Bonds and money market funds held by Synatom are shown as "Available-for-sale securities".

16.1.6 Transfer of financial assets

At December 31, 2014, the outstanding amount of transferred financial assets, were not material in terms of the Group's financial assets (as well as the risks to which the Group remains aggregates. exposed following the transfer of those financial assets) as part of At December 2014, the Group carried-out disposals without transactions leading to either (i) all or part of those assets being recourse of financial assets as part of transactions leading to full retained in the statement of financial position, or (ii) to their full deconsolidation, for an outstanding amount of €766 million. deconsolidation while retaining a continuing involvement in these

16.1.7 Financial assets and equity instruments pledged as collateral for borrowings and debt

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Financial assets and equity instruments pledged as collateral	3,647	4,122

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

This item mainly includes the carrying amount of equity instruments pledged as collateral for borrowings and debt.

16.2 Financial liabilities

Financial liabilities are recognized either:

as "Liabilities at amortized cost" for borrowings and debt, trade and other payables, and other financial liabilities;
as "Financial liabilities at fair value through income" for derivative instruments or financial liabilities designated as derivatives.

The following table presents the Group's different financial liabilities at December 31, 2014, broken down into current and non-current items:

		Dec. 31, 2014		Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Borrowings and debt	28,024	10,297	38,321	28,576	10,316	38,892
Derivative instruments	3,020	5,895	8,915	2,062	4,043	6,105
Trade and other payables	-	18,799	18,799	-	16,398	16,398
Other financial liabilities	286	-	286	213	-	213
TOTAL	31,329	34,991	66,320	30,852	30,756	61,608

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

16.2.1 Borrowings and debt

		Dec. 31, 2014		Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Bond issues	21,155	1,705	22,860	21,400	1,775	23,175
Bank borrowings	4,977	1,116	6,093	5,600	937	6,537
Commercial paper	-	5,219	5,219	-	5,621	5,621
Drawdowns on credit facilities	640	48	688	662	31	693
Liabilities under finance leases	423	92	515	395	103	499
Other borrowings	552	458	1,010	507	89	597
TOTAL BORROWINGS	27,748	8,639	36,387	28,564	8,557	37,121
Bank overdrafts and current accounts	-	469	469	-	574	574
OUTSTANDING BORROWINGS AND DEBT	27,748	9,108	36,855	28,564	9,131	37,695
Impact of measurement at amortized cost	(80)	510	430	(96)	572	476
Impact of fair value hedges	356	47	403	108	44	152
Margin calls on derivatives hedging borrowings - liabilities	-	633	633	-	569	569
BORROWINGS AND DEBT	28,024	10,297	38,321	28,576	10,316	38,892

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The fair value of gross borrowings and debt amounted to €40,873 million at December 31, 2014, compared with a carrying amount of €38,321 million.

Financial income and expenses relating to borrowings and debt are detailed in Note 9 "Net financial income/(loss)".

Borrowings and debt are analyzed in Note 16.3 "Net debt".

16.2.2 Derivative instruments

Derivative instruments recorded in liabilities are evaluated at fair value and broken down as follows:

	Dec. 31, 2014
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Derivatives hedging borrowings	226	175	401	339	162	501
Derivatives hedging commodities	945	5,619	6,564	1,008	3,702	4,710
Derivatives hedging other items(2)	1,849	101	1,950	715	178	893
TOTAL	3,020	5,895	8,915	2,062	4,043	6,105

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

16.2.3 Trade and other payables

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Trade payables	17,957	15,596
Payable on fixed assets	842	802
TOTAL	18,799	16,398

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The carrying amount of these financial liabilities represents a reasonable estimate of their fair value.

16.2.4 Other financial liabilities

At December 31, 2014, other financial liabilities amounted to €286 "Compagnie du Vent", which is fully consolidated. These million (compared to €213 million at December 31, 2013). It commitments to purchase equity instruments have been recognized corresponds under financial liabilities (see Note 1.4.11.2 "Financial liabilities"); to debts resulting from:

method, notably Energia Sustentável do Brasil. granted by the Group notably for 41.01% of the shares of

uncalled share capital of entities accounted for using the equity purchase obligations (put options on non-controlling interests)

16.3 Net debt

16.3.1 Net debt by type

		Dec 31, 2014		Dec. 31, 2013(1)
In millions of euros	Non-current	Current	Total	Non-current	Current	Total
Borrowings and debt outstanding	27,748	9,108	36,855	28,564	9,131	37,695
Impact of measurement at amortized cost	(80)	510	430	(96)	572	476
Impact of fair value hedge(2)	356	47	403	108	44	152
Margin calls on derivatives hedging borrowings - liabilities	-	633	633	-	569	569
BORROWINGS AND DEBT	28,024	10,297	38,321	28,576	10,316	38,892
Derivatives hedging borrowings - carried in liabilities(3)	226	175	401	339	162	501
GROSS DEBT	28,249	10,472	38,722	28,915	10,478	39,393
Assets related to financing	(55)	(16)	(71)	(77)	(14)	(91)
ASSETS RELATED TO FINANCING	(55)	(16)	(71)	(77)	(14)	(91)
Financial assets at fair value through income (excluding margin calls)	-	(808)	(808)	-	(732)	(732)
Margin calls on derivatives hedging borrowings - carried in assets	-	(643)	(643)	-	(269)	(269)
Cash and cash equivalents	-	(8,546)	(8,546)	-	(8,706)	(8,706)
Derivatives hedging borrowings - carried in assets(3)	(978)	(165)	(1,143)	(637)	(157)	(794)
NET CASH	(978)	(10,162)	(11,140)	(637)	(9,865)	(10,502)
NET DEBT	27,216	295	27,511	28,201	599	28,800
Borrowings and debt outstanding	27,748	9,108	36,855	28,564	9,131	37,695
Assets related to financing	(55)	(16)	(71)	(77)	(14)	(91)
Financial assets at fair value through income (excluding margin calls)	-	(808)	(808)	-	(732)	(732)
Cash and cash equivalents	-	(8,546)	(8,546)	-	(8,706)	(8,706)
NET DEBT EXCLUDING THE IMPACT OF DERIVATIVE INSTRUMENTS, CASH COLLATERAL AND AMORTIZED COST	27,693	(262)	27,430	28,488	(322)	28,166

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) This item corresponds to the revaluation of the interest rate component of debt in a qualified fair value hedging relationship.

(3) This item represents the fair value of debt-related derivatives irrespective of whether or not they are qualified as hedges.

in net debt; 16.3.2.1 Impact of changes in the scope of consolidation and in

the disposals carried out (see Note 5.4 "Disposals carried out the purchases carried out (in particular Ecova, Ferrari
16.3.2 Main events of the period the full consolidation of Gaztransport & Technigaz (GTT) following its initial public offering which resulted in a €115 million decrease
exchange rates on net debt changes in exchange rates in 2014 which resulted in a €744 million increase in net debt (including €532 million in relation to In 2014, changes in the scope of consolidation and in exchange the US dollar, €127 million in relation to the pound sterling and rates led to ^a €2,111 million decrease in net debt, reflecting: €89 million in relation to the Thai baht);
during 2014") which reduced net debt by €3,231 million; Termoelétrica, Lahmeyer Group and West Coast Energy Ltd) which increased net debt by €472 million.

worth of bonds maturing in ²⁰²⁵ with ^a 4.50% coupon. The Group carried out the following transactions in 2014:

On May 19, 2014, GDF SUEZ issued a Green Bond for a total which amounted to USD 350 million (i.e., €269 million).

call price (i.e. 130% of the nominal amount). The aim of this bond issue is to help the Group finance its growth in

back bonds for ^a nominal amount of €636 million, including: Swaps were set up on some of these borrowings in line with the interest rate management policy defined in Note 17 "Risks arising €87 million on the €651.3 million bond issue maturing in October 2017 with a 2.75% coupon; from financial instruments".

October 2022 with ^a 3.50% coupon; deeply-subordinated perpetual notes, raising ^a total amount of €89 million on the €750 million bond issue maturing in July 2022 €1,974 million (see Note 18.2.1 "Issuance of deeply-subordinated with a 2.625% coupon; perpetual notes"). This allowed the Group to buy back bonds on June 6, 2014 with an aggregate nominal amount of €1,140 million, €222 million on the GBP 700 million bond issue maturing in February 2021 with a 6.125% coupon. including:

4.75% coupon; maturing in 2014:
with a 5.625% coupon; matured on January 24, 2014;
with a 2.75% coupon; on February 5, 2014;
with a 5.125% coupon; 1.17% which matured on December 15, 2014;
a 2.25% coupon; 3.25% which matured on December 22, 2014.
Other refinancing transactions €78 million in GDF SUEZ SA bonds maturing in January 2019 with a 6.875% coupon;
On June 12, 2014, the Group secured bank refinancing of AUD ⁴⁷⁵ €120 million in GDF SUEZ SA bonds maturing in January 2020 million (€320 million) for Hazelwood Power Partnership. with ^a 3.125% coupon;

16.3.2.2 Financing and refinancing transactions In addition, on October 24, 2014, E-CL issued USD 350 million

Following the bond issue, E-CL repaid in advance the loan Bond issues and redemptions contracted to finance the CTA plant, as well as the related hedges,

amount of €2.5 billion, including: On December 22, 2014, GDF SUEZ SA exercised a call option on a €1,200 million tranche maturing in 2020 with a 1.375% coupon; the outstanding irredeemable equity securities for a nominal amount of €140 million. The debt was recognized in the balance sheet at the a €1,300 million tranche maturing in 2026 with a 2.375% coupon.

On November 27, 2014 GDF SUEZ SA, launched an offer to buy renewable energy projects and energy efficiency projects.

€238 million on the €1,000 million bond issue maturing in On May 22, 2014, GDF SUEZ SA carried out ^a second issue of

Finally, GDF SUEZ redeemed the following amounts on bond issues €45 million in Electrabel bonds maturing in April 2015 with a

€162 million in GDF SUEZ SA bonds maturing in January 2016 €845 million worth of bonds with a coupon of 6.25% which
€349 million in GDF SUEZ SA bonds maturing in October 2017 JPY 18 billion (€131 million) in private placements which matured
€63 million in GDF SUEZ SA bonds maturing in February 2018 JPY 65 billion (€440 million) worth of bonds with a coupon of
€271 million in GDF SUEZ SA bonds maturing in June 2018 with CHF 340 million (€283 million) worth of bonds with a coupon of

On June 30, 2014, the Group settled GDF SUEZ Cartagena €52 million in Belgelec Finance bonds maturing in June 2015 with Energia's bank loan of €438 million in advance through internal a 5.125% coupon. refinancing, as well as the related swaps.

16.4 Fair value of financial assets by level in the fair value hierarchy

16.4.1 Financial assets

The table below shows the allocation of financial instruments carried in assets to the different levels in the fair value hierarchy:

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Total	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3
Available-for-sale securities	2,893	1,406	-	1,487	3,015	1,140	-	1,875
Loans and receivables at amortized cost (excluding trade and other receivables) used in designated fair value hedges	780	-	780	-	905	-	905	-
Derivative instruments	10,619	106	10,449	63	6,184	125	5,956	103
Derivatives hedging borrowings	1,143	-	1,143	-	794	-	794	-
Derivatives hedging commodities - relating to portfolio management activities	2,728	105	2,560	62	2,374	121	2,159	94
Derivatives hedging commodities - relating to trading activities	5,641	1	5,639	1	2,155	4	2,141	9
Derivatives hedging other items	1,107	-	1,107	-	861	-	861	-
Financial assets at fair value through income (excluding margin calls)	808	15	793	-	732	13	719	-
Financial assets qualifying as at fair value through income	795	15	780	-	732	13	719	-
Financial assets designated as at fair value through income	13	-	13	-	-	-	-	-
TOTAL	15,099	1,528	12,022	1,550	10,837	1,278	7,580	1,978

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

A definition of these three levels is presented in Note 1.4.11.3 "Derivatives and hedge accounting".

Available-for-sale securities

Listed securities – measured at their market price at the end of the reporting date – are included in level 1.

Unlisted securities – measured using valuation models based primarily on recent market transactions, the present value of dividends/cash flows or net asset value – are included in level 3.

At December 31, 2014, changes in level 3 available-for-sale securities can be analyzed as follows:

In millions of euros	Available-for-sale securities
At December 31, 2013	1,875
Acquisitions	93
Disposals - carrying amount excluding changes in fair value recorded in "Other comprehensive income"	(630)
Disposals - "Other comprehensive income" derecognized	(5)
Other changes in fair value recorded in equity	(69)
Changes in fair value recorded in income	(43)
Changes in scope of consolidation, foreign currency translation and other changes	265
At December 31, 2014	1,487
Gains/(losses) recorded in income relating to instruments held at the end of the period	51

A 10% gain or loss in the market price of unlisted shares would presented in level 2 in the above table. Only the interest rate generate a gain or loss (before tax) of around €149 million on the component of these items is remeasured, with fair value determined Group's comprehensive income. by reference to observable data.

Loans and receivables at amortized cost (excluding trade and other receivables)

Loans and receivables at amortized cost (excluding trade and other receivables) in a designated fair value hedging relationship are

includes directly or indirectly observable inputs. These instruments on organized markets with clearing houses. They are measured at are included in level ² of the fair value hierarchy. fair value based on their quoted price.

The measurement at fair value of derivative instruments included in Financial assets qualifying or designated as at fair value through income level ³ is based on non-observable inputs and internal assumptions, Financial assets qualifying as at fair value through income for which usually because the maturity of the instruments exceeds the the Group has regular net asset value data are included in level 1. If observable period of the underlying forward price, or because net asset values are not available on ^a regular basis, these certain inputs such as the volatility of the underlying were not instruments are included in level 2. observable at the measurement date.

Derivative instruments The measurement at fair value of other derivative instruments is based on commonly-used models in the trading environment, and Derivative instruments included in level ¹ are mainly futures traded

Financial assets designated as at fair value through income are included in level 2.

16.4.2 Financial liabilities

The table below shows allocation of financial instruments carried in liabilities to the different levels in the fair value hierarchy:

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Total	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3
Borrowings used in designated fair value hedges	5,634	-	5,634	-	4,212	-	4,212	-
Borrowings not used in designated fair value hedges	35,240	20,190	15,050	-	36,352	19,181	17,170	-
Derivative instruments	8,915	161	8,723	30	6,105	115	5,887	102
Derivatives hedging borrowings	401	-	401	-	501	-	501	-
Derivatives hedging commodities - relating to portfolio management activities	3,163	159	2,980	24	2,808	108	2,605	94
Derivatives hedging commodities - relating to trading activities	3,401	2	3,393	6	1,902	7	1,887	8
Derivatives hedging other items	1,950	-	1,950	-	893	-	893	-
TOTAL	49,789	20,351	29,407	30	46,668	19,297	27,269	102

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

This caption includes bonds in a designated fair value hedging Listed bond issues are included in level 1. relationship which are presented in level 2 in the above table. Only Other borrowings not used in a designated hedging relationship are the interest rate component of the bonds is remeasured, with fair presented in level 2 in the above table. The fair value of these

Borrowings used in designated fair value hedges Borrowings not used in designated fair value hedges

value determined by reference to observable data. borrowings is determined on the basis of future discounted cash flows and relies on directly or indirectly observable data.

Derivative instruments

The classification of derivative financial instruments in the fair value hierarchy is detailed in Note 16.4.1 "Financial assets".

16.5 Offsetting of financial derivative instrument assets and liabilities

The net amount of financial derivative instruments after taking into account enforceable master netting arrangements or similar agreements, whether or not they are set off in accordance with paragraph 42 of IAS 32, are presented in the table below:

AT DECEMBER 31, 2014

In millions of euros		Gross amount	Net amount recognized in the statement of (1) financial position	Other offsetting agreements(2)	Total net amount
Assets	Derivatives hedging commodities	8,625	8,369	(6,140)	2,229
	Derivatives hedging borrowings and other items	2,250	2,250	(616)	1,634
Liabilities	Derivatives hedging commodities	(6,820)	(6,564)	6,526	(38)
	Derivatives hedging borrowings and other items	(2,351)	(2,351)	579	(1,772)

(1) Net amount recognized in the statement of financial position after taking into account offsetting agreements that meet the criteria set out in Section 42 of IAS 32. (2) Other offsetting agreements include collateral and other guarantee instruments, as well as offsetting agreements that do not meet the criteria set out in Section 42 of IAS 32.

AT DECEMBER 31, 2013(1)

In millions of euros		Gross amount	Net amount recognized in the statement of (2) financial position	Other offsetting agreements(3)	Total net amount
Assets	Derivatives hedging commodities	4,933	4,529	(3,416)	1,113
	Derivatives hedging borrowings and other items	1,656	1,656	(545)	1,111
Liabilities	Derivatives hedging commodities	(5,114)	(4,710)	4,351	(360)
	Derivatives hedging borrowings and other items	(1,395)	(1,395)	265	(1,129)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Net amount recognized in the statement of financial position after taking into account offsetting agreements that meet the criteria set out in Section 42 of IAS 32. (3) Other offsetting agreements include collateral and other guarantee instruments, as well as offsetting agreements that do not meet the criteria set out in Section 42 of IAS 32.

NOTE 17 Risks arising from financial instruments

GDF SUEZ mainly uses derivative instruments to manage its 17.1.1.1 Portfolio management activities exposure to market risks. Financial risk management procedures Portfolio management seeks to optimize the market value of assets

17.1 Market risks

Commodity risk arises primarily from the following activities: from portfolios within a specific risk framework.

earnings (over three or five years, depending on the maturity of each The Group has identified two types of commodity risks: price risk market). It encourages portfolio managers to take out economic resulting from fluctuations in market prices, and volume risks hedges on their portfolio. inherent to the business.

secure its energy production chain and its energy sales. The Group purchase and sale contracts for the underlying commodities. also uses derivatives to offer hedging instruments to its clients and to hedge its own positions.

are set out in section 2 "Risk factors" of the Registration Document. (power plants, gas and coal supply contracts, energy sales and gas storage and transmission) over various time frames (short-, mediumand long-term). Market value is optimized by:

guaranteeing supply and ensuring the balance between needs and physical resources;
17.1.1 Commodity risk managing market risks (price, volume) to unlock optimum value

portfolio management; and The risk framework aims to safeguard the Group's financial resources over the budget period and smooth out medium-term trading.

Sensitivities of the commodity-related financial derivatives portfolio In the ordinary course of its operations, the Group is exposed to used as part of the portfolio management activities as at commodity risks on natural gas, electricity, coal, oil and oil products, December 31, ²⁰¹⁴ are detailed in the table below. They are not other fuels, CO² and other "green" products. The Group is active on representative of future changes in consolidated earnings and these energy markets either for supply purposes or to optimize and equity, insofar as they do not include the sensitivities relating to the

		Dec. 31, 2014		Dec. 31, 2013
In millions of euros	Changes in price	Pre-tax impact on income	Pre-tax impact on equity	Pre-tax impact on income	Pre-tax impact on equity
Oil-based products	+\$US10/bbl	252	10	253	19
Natural gas	+€3/MWh	117	(241)	(5)	(119)
Electricity	+€5/MWh	(114)	(37)	(377)	(61)
Coal	+\$US10/ton	115	14	66	39
Greenhouse gas emission rights	+€2/ton	101	2	164	-
EUR/USD	+10%	(244)	(27)	(335)	(40)
EUR/GBP	+10%	28	2	18	(10)
GBP/USD	+10%	2	-	7	-

SENSITIVITY ANALYSIS(1)

(1) The sensitivities shown above apply solely to financial commodity derivatives used for hedging purposes as part of the portfolio management activities.

The Group's trading activities are primarily conducted within predominantly a trading activity, the Group now presents in GDF SUEZ Trading and GDF SUEZ Energy Management Trading. revenues the net margin on "sale/purchase" commodity The purpose of these wholly-owned companies is to (i) assist Group transactions performed by GSEMT's "Asset Back Trading" (ABT) entities in optimizing their asset portfolios; (ii) create and implement activities. This change ensures representation of these activities in energy price risk management solutions; and (iii) develop proprietary line with the specificity of trading activities and ABT's operational

Since January 1, 2014, due to increasing volumes traded applied to trading companies and are identical to those applied by GDF SUEZ Energy Management Trading (GSEMT), changes historically by GDF SUEZ Trading.

17.1.1.2 Trading activities brought to the organization and structuring of its activities, and the evolution of its role towards an activity which has become trading activities. management. These principles correspond to those commonly

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 RISKS ARISING FROM FINANCIAL INSTRUMENTS

Revenues from trading activities total €360 million for the year based on a given confidence interval. It is not an indication of ended December 31, 2014 (€243 million in 2013). expected results but is back-tested on a regular basis.

The use of Value at Risk (VaR) to quantify market risk arising from The Group uses a one-day holding period and a 99% confidence trading activities provides a transversal measure of risk taking all interval to calculate VaR, as well as stress tests, in accordance with markets and products into account. VaR represents the maximum banking regulatory requirements.

potential loss on a portfolio of assets over a specified holding period The VaR shown below corresponds to the aggregated VaR of the Group's trading entities.

VALUE AT RISK

In millions of euros	Dec. 31, 2014	2014 average(1)	2014 maximum(2)	2014 minimum(2)	2013 average(1)
Trading activities	7	5	11	2	3

(1) Average daily VaR.

(2) Maximum and minimum daily VaR observed in 2014.

17.1.2 Hedges of commodity risks

The Group enters into cash flow hedges as defined by IAS 39, using derivative instruments (firm or options contracts) contracted over-the-counter or on organized markets. These instruments may be settled net or involve physical delivery of the underlying. The fair values of commodity derivatives at December 31, 2014 and December 31, 2013 are indicated in the table below:

Dec. 31, 2014 Dec. 31, 2013(1) Assets Liabilities Assets Liabilities Non- Non- Non- Non-In millions of euros current Current current Current current Current current Current Derivative instruments relating to portfolio management 716 2,012 (945) (2,218) 881 1,494 (1,008) (1,799) activities Cash flow hedges 207 422 (125) (309) 152 348 (202) (437) Other derivative instruments 509 1,590 (820) (1,909) 728 1,146 (807) (1,362) Derivative instruments relating to trading activities - 5,641 - (3,401) - 2,155 - (1,902) TOTAL 716 7,653 (945) (5,619) 881 3,648 (1,008) (3,702)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

See also Notes 16.1.3 "Other financial assets at fair value through the reporting period. They are not representative of expected future

offset by future cash flows arising on the underlying transactions. which assets could be exchanged, or liabilities settled, at the end of

income" and 16.2.2 "Derivative instruments". cash flows insofar as positions (i) are sensitive to changes in prices; (ii) can be modified by subsequent transactions; and (iii) can be The fair values shown in the table above reflect the amounts for

17.1.2.1 Cash flow hedges

The fair values of cash flow hedges by type of commodity are as follows:

		Dec. 31, 2014		Dec. 31, 2013(1)
	Assets		Liabilities		Assets		Liabilities
In millions of euros	Non-current	Current	Non-current	Current	Non-current	Current	Non-current	Current
Natural gas	108	237	(29)	(100)	23	69	(26)	(100)
Electricity	17	111	(29)	(105)	105	235	(110)	(180)
Coal	-	-	(5)	(70)	-	11	(39)	(89)
Oil	-	2	(31)	(7)	2	30	(3)	(17)
Other(2)	83	72	(31)	(27)	22	3	(24)	(51)
TOTAL	207	422	(125)	(309)	152	348	(202)	(437)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Includes mainly foreign currency hedges on commodities.

Notional amounts and maturities of cash flow hedges are as follows:

NOTIONAL AMOUNTS (NET)(1)

		Total at
	Unit	Dec. 31, 2014	2015	2016	2017	2018	2019	Beyond 5 years
Natural gas	GWh	(74,624)	(46,454)	(28,169)	(562)	431	98	32
Electricity	GWh	(7,020)	(9,102)	1,116	778	188	-	-
Coal	Thousands of tons	1,908	1,788	120	-	-	-	-
Oil-based products	Thousands of barils	1,084	42	1,039	4	-	-	-
Greenhouse gas emission rights	Thousands of tons	2,512	1,118	766	570	20	20	18

(1) Long/(short) position.

At December 31, 2014, a gain of €231 million was recognized in 17.1.3 Currency risk equity in respect of cash flow hedges, versus ^a loss of €84 million at The Group is exposed to currency risk, defined as the impact on its end-2013. ^A loss of €89 million was reclassified from equity to statement of financial position and income statement of fluctuations income in 2014, compared to ^a gain of €162 million reclassified in in exchange rates affecting its operating and financing activities.

Gains and losses arising from the ineffective portion of hedges are course of business; (ii) transaction risk specifically linked to planned taken to income. A gain of €3 million was recognized in income in investments or mergers and acquisitions; and (iii) translation risk

Other commodity derivatives include embedded derivatives, Kingdom, Australia, United States and assets considered to be commodity purchase and sale contracts which were not entered dollar based. into within the ordinary course of business at the statement of financial position date, as well as derivative financial instruments not eligible for hedge accounting in accordance with IAS 39.

Currency risk comprises (i) transaction risk arising in the ordinary 2014, compared to a gain of €2 million in 2013. arising on the consolidation in euros of the financial statements of subsidiaries with a functional currency other than the euro. This risk 17.1.2.2 Other commodity derivatives chiefly concerns subsidiaries in Brazil, Thailand, Norway, the United 17.1.3.1 Analysis of financial instruments by currency

The following tables present a breakdown by currency of outstanding gross debt and net debt, before and after hedging:

OUTSTANDING GROSS DEBT

	Dec. 31, 2014		Dec. 31, 2013(1)
	Before hedging	After hedging	Before hedging	After hedging
EUR	64%	71%	66%	70%
USD	15%	11%	12%	13%
GBP	10%	5%	10%	4%
Other currencies	11%	13%	12%	13%
TOTAL	100%	100%	100%	100%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

III NET DEBT

	Dec. 31, 2014		Dec. 31, 2013(1)
	Before hedging	After hedging	Before hedging	After hedging
EUR	60%	69%	62%	67%
USD	18%	13%	14%	15%
GBP	13%	6%	12%	5%
Other currencies	9%	12%	12%	13%
TOTAL	100%	100%	100%	100%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

17.1.3.2 Currency risk sensitivity analysis 17.1.4 Interest rate risk

Sensitivity was analyzed based on the Group's net debt position The Group seeks to manage its borrowing costs by limiting the (including the impact of interest rate and foreign currency impact of interest rate fluctuations on its income statement. It does derivatives) and financial instruments qualified as net investment this by ensuring a balanced interest rate structure in the

debt. The interest rate mix may shift around this balance in line with exchange rates of foreign currencies against the euro compared to market trends. closing rates.

Changes in exchange rates against the euro only affect income via and options. At December 31, 2014, the Group had a portfolio of gains and losses on liabilities denominated in a currency other than interest rate options (caps) protecting it from a rise in short-term the functional currency of companies carrying the liabilities on their interest rates for the euro. statements of financial position, and when the liabilities in question In 2014, the Group contracted 2016, ²⁰¹⁸ and ²⁰¹⁹ forward do not qualify as net investment hedges. The impact of ^a uniform interest rate pre-hedges with 10, ²⁰ and ¹⁸ year maturities in order increase (or decrease) of 10% in foreign currencies against the euro to protect the refinancing interest rate on ^a portion of its debt. would ultimately be a gain (or loss) of €18 million.

Impact on equity

For financial instruments (debt and derivatives) designated as net investment hedges, a depreciation of 10% in foreign currencies against the euro would have a positive impact of €742 million on equity. This impact is countered by the offsetting change in the net investment hedged.

hedges at the reporting date. medium-term (five years). The Group's aim is therefore to use a mix of fixed rates, floating rates and capped floating rates for its net For currency risk, sensitivity corresponds to a 10% rise or fall in

In order to manage the interest rate structure for its net debt, the Impact on income after currency hedges Group uses hedging instruments, particularly interest rate swaps

17.1.4.1 Analysis of financial instruments by type of interest rate

The following tables present a breakdown by type of interest rate of outstanding gross debt and net debt before and after hedging.

OUTSTANDING GROSS DEBT

	Dec. 31, 2014		Dec. 31, 2013(1)
	Before hedging	After hedging	Before hedging	After hedging
Floating rate	36%	40%	37%	38%
Fixed rate	64%	60%	63%	62%
TOTAL	100%	100%	100%	100%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

NET DEBT

	Dec. 31, 2014		Dec. 31, 2013(1)
	Before hedging	After hedging	Before hedging	After hedging
Floating rate	15%	20%	17%	19%
Fixed rate	85%	80%	83%	81%
TOTAL	100%	100%	100%	100%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Sensitivity was analyzed based on the Group's net debt position qualifying for hedge accounting would result in a gain of €111 million (including the impact of interest rate and foreign currency derivatives attributable to changes in the fair value of derivatives. However, a fall

For interest rate risk, sensitivity corresponds to a 100 basis points million. The asymmetrical impacts are attributable to the interest rate rise or fall in the yield curve compared with year-end interest rates. options portfolio.

Impact on income after hedging Impact on equity

A uniform rise of 100 basis points A uniform rise of 100 basis points in interest rates (across all in short-term interest rates (across all currencies) on the nominal amount of floating-rate net currencies) would generate a gain of €627 million on equity, debt and the floating-rate leg of derivatives, would increase net attributable to changes in the interest rate impact of the fair value of interest expense by €47 million. A fall of 100 basis points in derivative instruments designated as cash flow and net investment short-term interest rates would reduce net interest expense by €47 hedges recognized in the statement of financial position. However, a million. fall of 100 basis points in interest rates would have a negative

17.1.4.2 Interest rate risk sensitivity analysis In the income statement, ^a uniform rise of ¹⁰⁰ basis points in interest rates (across all currencies) on derivative instruments not relating to net debt) at the reporting date. of 100 basis points in interest rates would generate a loss of €104

impact of €721 million.

17.1.4.3 Currency and interest rate hedges

The fair values of derivatives (excluding commodity instruments) at December 31, 2014 and December 31, 2013 are indicated in the table below:

	Dec. 31, 2014					Dec. 31, 2013(1)
		Assets		Liabilities	Assets		Liabilities
In millions of euros	Non current	Current	Non current	Current	Non current	Current	Non current	Current
Derivatives hedging borrowings	978	165	(226)	(175)	637	157	(339)	(162)
Fair-value hedges	465	38	(51)	-	251	86	(192)	(38)
Cash-flow hedges	286	35	(20)	-	121	-	(97)	(1)
Derivative instruments not qualifying for hedge accounting	228	93	(155)	(175)	265	72	(51)	(124)
Derivatives hedging other items	1,038	68	(1,849)	(101)	833	28	(715)	(178)
Fair-value hedges	-	30	-	(30)	-	12	-	(12)
Cash-flow hedges	11	4	(938)	(35)	102	2	(343)	(15)
Net investment hedges	28	-	(88)	-	118	-	(17)	-
Derivative instruments not qualifying for hedge accounting	999	35	(823)	(36)	614	14	(355)	(151)
TOTAL	2,017	233	(2,075)	(276)	1,470	185	(1,054)	(341)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

See also Notes 16.1.3 "Other financial assets at fair value through the reporting period. They are not representative of expected future

offset by future cash flows arising on the underlying transactions. which assets could be exchanged, or liabilities settled, at the end of

The table below shows the fair values and notional amounts of financial instruments designated as currency or interest rate hedges:

CURRENCY DERIVATIVES

	Dec. 31, 2014			Dec. 31, 2013(1)
In millions of euros	Fair value	Nominal amount	Fair value	Nominal amount
Fair-value hedges	20	312	-	-
Cash-flow hedges	(23)	5,678	(204)	3,933
Net investment hedges	(60)	7,210	101	6,269
Derivative instruments not qualifying for hedge accounting	(212)	12,003	88	11,167
TOTAL	(276)	25,202	(15)	21,369

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

INTEREST RATE DERIVATIVES

		Dec. 31, 2014	Dec. 31, 2013(1)
In millions of euros	Fair value	Nominal amount	Fair value	Nominal amount
Fair-value hedges	432	4,088	107	4,940
Cash-flow hedges	(635)	3,578	(27)	6,363
Derivative instruments not qualifying for hedge accounting	378	26,849	195	35,949
TOTAL	175	34,515	275	47,252

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The fair values shown in the table above are positive for an asset from an accounting perspective, even though they are used as

commitments. The Group qualifies foreign currency derivatives hedging firm foreign currency commitments and interest rate swaps transforming Fair value hedges fixed-rate debt into floating-rate debt as fair value hedges.

Cash flow hedges are mainly used to hedge future foreign currency recognized in the income statement is ^a loss of €16 million. cash flows as well as floating-rate debt.

Net Cash flow hedges investment hedging instruments are mainly cross currency

Derivative flow hedges can be analyzed as follows by maturity: instruments not qualifying for hedge accounting correspond to instruments that do not meet the definition of hedges

and negative for a liability. economic hedges of borrowings and foreign currency

At December 31, 2014, the net impact of fair value hedges

swaps. Foreign currency and interest rate derivatives designated as cash

AT DECEMBER 31, 2014

In millions of euros	Total	2015	2016	2017	2018	2019	Beyond 5 years
Fair value of derivatives by maturity date	(658)	(10)	(34)	(12)	(18)	(52)	(533)

At December 31, 2014, a loss of €736 million was recognized in The ineffective portion of cash flow hedges recognized in income equity. was a loss of €7 million.

The amount reclassified from equity to income in the period was a gain of €11 million.

AT DECEMBER 31, 2013(1)

In millions of euros	Total	2014	2015	2016	2017	2018	Beyond 5 years
Fair value of derivatives by maturity date	(231)	(21)	(47)	(22)	(53)	15	(103)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The ineffective portion of net investment hedges recognized in for retail customers. income represented a loss of €2 million.

17.2 Counterparty risk

The Group is exposed to counterparty risk from customers, the Group has exposures above a certain threshold is measured suppliers, partners, intermediaries and banks on its operating and based on a specific rating process, while a simplified credit scoring financing activities, when such parties are unable to honor their process is used for commercial customers with which the Group contractual obligations. Counterparty risk results from a has fairly low exposures. These processes are based on formally combination of payment risk (failure to pay for services or deliveries documented, consistent methods across the Group. Consolidated carried out), delivery risk (failure to deliver services or products paid exposures are monitored by counterparty and by segment (credit for) and the risk of replacing contracts in default (known as quality, sector, etc.) using current exposure (payment risk, mark-to-market exposure – i.e., the cost of replacing the contract in mark-to-market exposure).

Counterparty risk arising on operating activities is managed via counterparties are respected. standard mechanisms such as third-party guarantees, netting

Net investment hedges agreements and margin calls, using dedicated hedging instruments or special prepayment and debt recovery procedures, particularly

Under the Group's policy, each business line is responsible for managing counterparty risk, although the Group continues to manage the biggest counterparty exposures.

The credit quality of large- and mid-sized counterparties with which

conditions other than those initially agreed). The Group's Energy Market Risk Committee consolidates and monitors the Group's exposure to its main energy counterparties on 17.2.1 Operating activities a quarterly basis and ensures that the exposure limits set for these

TRADE AND OTHER RECEIVABLES

Past-due trade and other receivables are analyzed below:

			Past due assets not impaired at the reporting date		Impaired assets	Assets neither impaired nor past due
In millions of euros	0-6 months	6-12 months	Beyond 1 year	Total	Total	Total	Total
At December 31, 2014	857	241	507	1,605	1,249	19,624	22,478
At December 31, 2013(1)	860	268	265	1,393	1,160	19,441	21,993

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The age of receivables that are past due but not impaired may vary Commodity derivatives significantly depending on the type of customer with which the In the case of commodity derivatives, counterparty risk arises from Group does business (private corporations, individuals or public positive fair value. Counterparty risk is taken into account when authorities). The Group decides whether or not to recognize calculating the fair value of these derivative instruments. III impairment on ^a case-by-case basis according to the characteristics of the customer concerned. The Group does not consider that it is exposed to any material concentration of risk in respect of receivables.

	Dec. 31, 2014		Dec. 31, 2013(1)
In millions of euros	Investment Grade(4)	Total	Investment Grade(4)	Total
Gross exposure(2)	7,514	8,369	4,086	4,529
Net exposure(3)	2,011	2,259	906	1,069
% of credit exposure to "Investment Grade" counterparties	89.0%		84.7%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Corresponds to the maximum exposure, i.e. the value of the derivatives shown under balance sheet assets (positive fair value).

(3) After taking into account the liability positions with the same counterparties (negative fair value), collateral, netting agreements and other credit enhancement techniques.

(4) Investment Grade corresponds to transactions with counterparties that are rated at least BBB- by Standard & Poor's, Baa3 by Moody's, or equivalent by Dun & Bradstreet. "Investment Grade" is also determined based on an internal rating tool that is rolled out within the Group, and covers its main counterparties.

For its financing activities, the Group has put in place procedures for agreements (including netting clauses) and collateralization managing and monitoring risk based on (i) the accreditation of contracts (margin calls). counterparties according to external credit ratings, objective market The oversight procedure for managing counterparty risk arising from data (credit default swaps, market capitalization) and financial financing activities is managed by ^a middle office that operates

17.2.2 Financing activities To reduce its counterparty risk exposure, the Group drew increasingly on a structured legal framework based on master

structure, and (ii) counterparty risk exposure limits. independently of the Group's Treasury department and reports to the Finance division.

17.2.2.1 Counterparty risk arising from loans and receivables at amortized cost (excluding trade and other receivables)

LOANS AND RECEIVABLES AT AMORTIZED COST (EXCLUDING TRADE AND OTHER RECEIVABLES)

The balance of outstanding past due loans and receivables at amortized cost (excluding trade and other receivables) is analyzed below:

			Past due assets not impaired at the reporting date		Impaired assets	Assets neither impaired nor past due
In millions of euros	0-6 months	6-12 months	Beyond 1 year	Total	Total	Total	Total
At December 31, 2014	17	9	102	129	360	3,595	4,084
At December 31, 2013(1)	28	9	98	136	317	3,121	3,574

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The balance of outstanding loans and receivables carried at 17.2.2.2 Counterparty risk arising from investing activities and the use amortized cost (excluding trade and other receivables) presented in of derivative financial instruments the above table does not include the impact of impairment losses or The Group is exposed to counterparty risk arising from investments changes in fair value and the application of amortized cost, which of surplus cash and from the use of derivative financial instruments. totaled a negative €199 million, at December 31, 2014 (compared In the case of financial instruments at fair value through income, to a negative €206 million, at December 31, 2013). Changes in counterparty risk arises on instruments with a positive fair value. these items are presented in Note 16.1.2, "Loans and receivables at Counterparty risk is taken into account when calculating the fair amortized cost". value of these derivative instruments.

At December 31, 2014, total outstandings exposed to credit risk amounted to €9,354 million.

		Dec. 31, 2014			Dec. 31, 2013
In millions of euros	Total	Investment Grade(2)	Unrated(3)	Non Investment Grade(3)	Total	Investment Grade(2)	Unrated(3)	Non Investment Grade(3)
Exposure(1)	9,354	96.0%	3.0%	1.0%	9,525	93.0%	6.0%	1.0%

(1) After taking collateralization agreements into account.

(2) Counterparties that are rated at least BBB- by Standard & Poor"s and Baa3 by Moody's.

(3) Most of these two exposures is carried by consolidated companies that include non-controlling interests, or by Group companies that operate in emerging countries, where cash cannot be pooled and is therefore invested locally.

At December 31, 2014, no single counterparty represented more than 23% of cash investments.

risk of having insufficient liquidity to meet its contractual obligations. financial market imperatives and the financial strength of the As well as the risks inherent in managing working capital, margin counterparties concerned.

The Group has set up a quarterly committee tasked with managing ensuing rise in counterparty risk prompted the Group to tighten its and monitoring liquidity risk throughout the Group, based on investment policy with the aim of keeping an extremely high level of maintaining a broad range of investments and sources of financing, liquidity and protecting invested capital (99% of cash pooled at preparing forecasts of cash investments and divestments, and December 31, 2014 was invested in overnight bank deposits and performing stress tests on the margin calls put in place when standard money market funds with daily liquidity). Performance and

where required in response to market developments. surpluses of the companies it controls, as well as most of their medium- and long-term external financing requirements. The Group's financing policy is based on: Centralization is provided by financing vehicles (long-term and centralizing external financing; short-term) and by dedicated Group cash pooling vehicles based in France, Belgium and in Luxembourg.

17.3 Liquidity risk Surpluses held by these structures are managed in accordance with a uniform policy. Unpooled cash surpluses are invested in In the context of its operating activities, the Group is exposed to a instruments selected on a case-by-case basis in light of local

calls are required in certain market activities. The onslaught of successive financial crises since 2008 and the commodity, interest rate and currency derivatives are negotiated. counterparty risks are monitored on a daily basis for both investment types, allowing the Group to take immediate action The Group centralizes virtually all financing needs and cash flow

capital markets; source were to dry up.

The Group seeks to diversify its sources of financing by carrying out assets measured at fair value through income (excluding margin public or private bond issues within the scope of its Euro Medium calls), totaled €9,354 million at December 31, 2014, of which 76% Term Notes program. It also issues commercial paper in France and was invested in the Eurozone.

At December 31, 2014, bank loans accounted for 23% of gross are appropriate for the scale of its operations and for the timing of debt (excluding overdrafts and the impact of derivatives and contractual debt repayments. Confirmed credit facilities had been amortized cost), while the remaining debt was raised on capital granted for a total of €13,976 million at December 31, 2014, of

clause linked to covenants or minimum credit ratings. of gross debt, or €5,219 million at December 31, 2014. As commercial paper is relatively inexpensive and highly liquid, it is At December 31, 2014, all the entities of the Group whose debt is used by the Group in a cyclical or structural fashion to finance its consolidated fulfill the covenants included in their financial III short-term cash requirements. However, all outstanding commercial disclosures. paper is backed by confirmed bank lines of credit so that the Group

diversifying sources of financing between credit institutions and could continue to finance its activities if access to this financing

achieving a balanced debt repayment profile. Available cash, comprising cash and cash equivalents and financial

in the United States. The Group also has access to confirmed credit lines. These facilities markets (including €22,860 million in bonds, or 63% of gross debt). which €13,288 million was available. 91% of available credit facilities are centralized. None of these centralized facilities contains ^a default Outstanding short-term commercial paper issues represented 14%

17.3.1 Undiscounted contractual payments relating to financial activities

At December 31, 2014, undiscounted contractual payments on net debt (excluding the impact of derivatives, margin calls and amortized cost) break down as follows by maturity:

AT DECEMBER 31, 2014

In millions of euros	Total	2015	2016	2017	2018	2019	Beyond 5 years
Bond issues	22,860	1,705	2,361	2,397	1,701	933	13,763
Bank borrowings	6,093	1,116	1,084	998	652	225	2,019
Commercial paper	5,219	5,219	-	-	-	-	-
Drawdowns on credit facilities	688	48	11	11	10	10	598
Liabilities under finance leases	515	92	103	56	47	170	47
Other borrowings	1,010	458	189	206	21	41	94
Bank overdrafts and current accounts	469	469	-	-	-	-	-
OUTSTANDING BORROWINGS AND DEBT	36,855	9,108	3,747	3,668	2,432	1,380	16,521
Assets related to financing	(71)	(16)	(2)	-	-	-	(53)
Financial assets at fair value through income (excluding margin calls)	(808)	(808)	-	-	-	-	-
Cash and cash equivalents	(8,546)	(8,546)	-	-	-	-	-
NET DEBT EXCLUDING THE IMPACT OF DERIVATIVE INSTRUMENTS, MARGIN CALLS AND AMORTIZED COST	27,430	(262)	3,745	3,668	2,432	1,380	16,468

AT DECEMBER 31, 2013(1)

In millions of euros	Total	2014	2015	2016	2017	2018	Beyond 5 years
OUTSTANDING BORROWINGS AND DEBT	37,695	9,131	3,043	3,199	3,924	2,825	15,574
Assets related to financing, Financial assets at fair value through income (excluding margin calls) and Cash and cash equivalents	(9,530)	(9,453)	(1)	(2)	(1)	-	(73)
NET DEBT EXCLUDING THE IMPACT OF DERIVATIVE INSTRUMENTS, MARGIN CALLS AND AMORTIZED COST	28,166	(322)	3,043	3,197	3,923	2,825	15,500

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

At December 31, 2014, undiscounted contractual interest payments on outstanding borrowings and debt break down as follows by maturity:

AT DECEMBER 31, 2014

							Beyond 5
In millions of euros	Total	2015	2016	2017	2018	2019	years
Undiscounted contractual interest flows on	11,879	1,163	1,021	938	818	732	7,206
outstanding borrowings and debt

AT DECEMBER 31, 2013(1)

In millions of euros	Total	2014	2015	2016	2017	2018	Beyond 5 years
Undiscounted contractual interest flows on	12,886	1,246	1,134	1,040	965	829	7,672
outstanding borrowings and debt

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

At December 31, 2014, undiscounted contractual payments on outstanding derivatives (excluding commodity instruments) recognized in assets and liabilities break down as follows by maturity (net amounts):

AT DECEMBER 31, 2014

							Beyond 5
In millions of euros	Total	2015	2016	2017	2018	2019	years
Derivatives (excluding commodity instruments)	(579)	98	(128)	(80)	(19)	(11)	(440)

AT DECEMBER 31, 2013(1)

							Beyond 5
In millions of euros	Total	2014	2015	2016	2017	2018	years
Derivatives (excluding commodity instruments)	(838)	(151)	(126)	(92)	(4)	(55)	(411)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

To better reflect the economic substance of these transactions, the cash flows linked to the derivatives recognized in assets and liabilities shown in the table above relate to net positions.

The maturities of the Group's undrawn credit facility programs are analyzed in the table below:

AT DECEMBER 31, 2014

							Beyond 5
In millions of euros	Total	2015	2016	2017	2018	2019	years
Confirmed undrawn credit facility programs	13,288	1,049	1,283	1,094	4,572	5,021	269

Of these undrawn programs, an amount of €5,219 million is allocated to covering commercial paper issues.

At December 31, 2014, no single counterparty represented more than 6% of the Group's confirmed undrawn credit lines.

III AT DECEMBER 31, ²⁰¹³(1)

In millions of euros	Total	2014	2015	2016	2017	2018	Beyond 5 years
Confirmed undrawn credit facility programs	13,422	2,361	4,893	1,319	131	4,534	185

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

17.3.2 Undiscounted contractual payments relating to operating activities

The table below provides an analysis of undiscounted fair values due and receivable in respect of commodity derivatives recorded in assets and liabilities at the statement of financial position date.

LIQUIDITY RISK

The Group provides an analysis of residual contractual maturities for commodity derivative instruments included in its portfolio management activities. Derivative instruments relating to trading activities are considered to be liquid in less than one year, and are presented under current items in the statement of financial position.

							Beyond 5
In millions of euros	Total	2015	2016	2017	2018	2019	years
Derivative instruments carried in liabilities
relating to portfolio management activities	(3,159)	(2,259)	(655)	(190)	(42)	(8)	(6)
relating to trading activities	(3,401)	(3,401)	-	-	-	-	-
Derivative instruments carried in assets
relating to portfolio management activities	2,750	2,053	586	71	1	21	18
relating to trading activities	5,641	5,641	-	-	-	-	-
TOTAL AT DECEMBER 31, 2014	1,832	2,035	(69)	(119)	(40)	13	12

							Beyond 5
In millions of euros	Total	2014	2015	2016	2017	2018	years
Derivative instruments carried in liabilities
relating to portfolio management activities	(2,819)	(1,792)	(730)	(220)	(23)	(10)	(45)
relating to trading activities	(1,903)	(1,903)	-	-	-	-	-
Derivative instruments carried in assets
relating to portfolio management activities	2,391	1,489	632	192	31	22	26
relating to trading activities	2,155	2,155	-	-	-	-	-
TOTAL AT DECEMBER 31, 2013(1)	(176)	(51)	(97)	(28)	8	11	(19)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

contracts entered into by the Global Gas & LNG, Energy Europe companies entered into long-term contracts, some of which include and Energy International business lines (expressed in TWh): "take-or-pay" clauses. These consist of firm commitments to purchase (sell) specified quantities of gas, electricity and steam and

17.3.3 Commitments relating to commodity purchase and sale related services, in exchange for a firm commitment from the other contracts entered into within the ordinary course of party to deliver (purchase) said quantities and services. These business contracts were documented as falling outside the scope of IAS 39. The table below shows the main future commitments arising from In the ordinary course of their business, some Group operating

In TWh	Total at Dec. 31, 2014	2015	2016-2019	Beyond 5 years	Total at Dec. 31, 2013(1)
Firm purchases	(7,738)	(915)	(2,839)	(3,984)	(8,484)
Firm sales	1,694	493	586	615	1,602

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

At December 31, 2014, available-for-sale securities held by the Discounted Dividend Method (DDM). Group amounted to €2,893 million (see Note 16.1.1 The Group's portfolio of listed and unlisted securities is managed "Available-for-sale securities").

A fall of 10% in the market price of listed shares would have a performance is reported on a regular basis to Executive negative impact (before tax) of around €141 million on the Group's Management. comprehensive income.

17.3.4 Equity risk The Group's main unlisted security corresponds to its 9% interest in the Nordstream pipeline, which is measured by reference to the

within the context of a specific investment procedure and its

NOTE 18 Equity

18.1 Share capital

	Number of shares		Value (in millions of euros)
	Treasury Total stock	Share Capital	Additional paid-in capital	Treasury stock
AT DECEMBER 31, 2012	2,412,824,089 (55,533,833)	2,357,290,256	2,413	32,207	(1,206)
Purchases and disposals of treasury stock	2,990,812	2,990,812			97
AT DECEMBER 31, 2013	2,412,824,089 (52,543,021)	2,360,281,068	2,413	32,207	(1,109)
Capital increase	22,460,922	22,460,922	22	301
Other movements				(3)
Purchases and disposals of treasury stock	7,713,224	7,713,224			152
AT DECEMBER 31, 2014	2,435,285,011 (44,829,797)	2,390,455,214	2,435	32,506	(957)

agreement amounting to 0.3 million treasury shares; employee share issuances as part of the "LINK 2014" worldwide subscribed and 0.3 million bonus shares were awarded under stock purchase option or bonus share plans. employee contribution schemes, representing a total of 22.5 million 18.1.1 Potential share capital and instruments providing a shares, bringing the total value of the December 11, ²⁰¹⁴ right to subscribe for new GDF SUEZ SA shares capital increase to €324 million. This amount is broken down into a share capital increase of €22 million and an increase in Instruments providing a right to subscribe for new GDF SUEZ SA

Changes be exercised amounts to 10 million at December 31, 2014. in the number of shares during 2013 resulted from:

Changes in the number of shares during 2014 reflect: net acquisitions carried out in connection with the liquidity
employee share plan. and the delivery of treasury stock for 3 million shares as part of In the end, 22.2 million shares were

additional paid-in capital of €301 million; shares consist solely of stock subscription options awarded by the net disposals of shares carried out in connection with the liquidity Group to its employees and corporate officers. Stock subscription agreement amounting to 7 million treasury shares; option plans in force at December 31, 2014 are described in and the delivery of treasury stock for 1 million shares as part of Note 24.1.1 "Details of stock option plans in force". The maximum stock purchase option or bonus share plans. number of new shares that could be issued if these options were to Shares to be allocated under bonus share plans, performance share share capital. This reserve can only be distributed to shareholders in award plans as well as the stock purchase option plans, described the event of liquidation. The GDF SUEZ SA legal reserve amounts to in Note 24 "Share-based payments", will be covered by existing €244 million.

The Group has a stock repurchase program as a result of the amount to €909 million at December 31, 2014 (€432 million at authorization granted to the Board of Directors by the Ordinary and December 31, 2013). Extraordinary Shareholders' Meeting of April 28, 2014. This program Proceeds from the issuance of deeply-subordinated perpetual provides for the repurchase of up to 10% of the shares comprising notes, net of coupons paid to their owners, amounts to the share capital of GDF SUEZ SA at the date of said Shareholders' €3,564 million. Meeting. The aggregate amount of acquisitions net of expenses 18.2.1 Issuance of deeply-subordinated perpetual notes under the program may not exceed the sum of €9.6 billion, and the purchase price must be less than €40 per share excluding

At December 31, 2014, the Group held 44.8 million treasury shares, enables the Group to raise the equivalent of €2 billion, was divided allocated in full to cover the Group's share commitments to III into two tranches, offering an average coupon of 3.4%: employees and corporate officers.

The liquidity agreement signed with an investment service provider from June 2019; assigns to the latter the role of operating on the market on a daily basis, to buy or sell GDF SUEZ SA shares, in order to ensure annually as from June 2024. liquidity and an active market for the shares on the Paris and In accordance with the provisions of IAS ³² – Financial Instruments Brussels stock exchanges. The resources allocated to the

18.2 Other disclosures concerning additional perpetual notes (Group share) On July 3, 2013, GDF SUEZ SA issued deeply-subordinated

the equivalent of €1.7 billion, was divided into three tranches and of deeply-subordinated perpetual notes (including net income for offered an average coupon of 4.4%. the financial year), amounted to €48,484 million at December 31, 18.2.2 Distributable capacity of GDF SUEZ SA 2014, including €32,506 million of additional paid-in capital.

Under French law, 5% of the net income of French companies must paid-in capital. be allocated to the legal reserve until the latter reaches 10% of

GDF SUEZ SA shares. The cumulative actuarial differences Group share represent losses 18.1.2 Treasury stock of €2,933 million at December 31, ²⁰¹⁴ (losses of €1,301 million at December 31, 2013); deferred taxes on these actuarial differences

On May 22, 2014, GDF SUEZ SA carried out an issue of acquisition costs. deeply-subordinated perpetual notes. This transaction, which

a €1,000 million tranche with a coupon of 3% callable annually as
a €1,000 million tranche with a coupon of 3.875% callable

– Presentation, and given their characteristics, these instruments implementation of this agreement amounted to €150 million. were accounted for in equity in the Group's consolidated financial statements for a total amount of €1,974 million.

The coupons ascribed to the owners of these notes, for which €67 million was paid in 2014, are accounted for as ^a deduction from paid-in capital, consolidated reserves equity in the Group's consolidated financial statements; the relating and issuance of deeply-subordinated tax saving is accounted for in the income statement.

perpetual notes. This transaction, which enabled the Group to raise Total additional paid-in capital, consolidated reserves and issuance

Consolidated reserves include the cumulated income of the Group, GDF SUEZ SA's distributable capacity totaled €38,690 million at the legal and statutory reserves of the company GDF SUEZ SA and December 31, ²⁰¹⁴ (compared with €40,747 million at the cumulative actuarial differences net of tax. December 31, 2013), including €32,506 million of additionnal

18.2.3 Dividend

The table below shows the dividends and interim dividends paid by GDF SUEZ SA in 2013 and 2014.

	Amount distributed (in millions of euros)	Net dividend per share (in euros)
In respect of 2013
Interim dividend (paid on November 20, 2013)	1,959	0.83
Remaining dividend in respect of 2013 (paid on May 6, 2014)	1,583	0.67
In respect of 2014
Interim dividend (paid on October 15, 2014)	1,184	0.50

The additional 3% contribution, set up by the 2012 Finance Act, Proposed dividend in respect of 2014 payable in respect of the dividend and interim dividend distributed in Shareholders at the Shareholders' Meeting convened to approve May and October 2014, amounts to €86 million (€106 million for the the GDF SUEZ Group financial statements for the year ended payments carried out in 2013) and is accounted for in the income December 31, 2014, will be asked to approve ^a dividend of €1 per

The Shareholders' Meeting of April 28, 2014 approved the number of shares outstanding at December 31, 2014. An interim distribution of a total dividend of €1.50 per share in respect of 2013. dividend of €0.50 per share was paid on October 15, 2014, As an interim dividend of €0.83 per share was paid on representing a total amount of €1,184 million. November 20, 2013, for an amount of €1,959 million, Subject to approval by the Shareholders' Meeting, this dividend, net GDF SUEZ SA settled in cash the remaining dividend balance of of the interim dividend paid, will be detached on April 30, ²⁰¹⁵ and €0.67 per share on May 6, 2014, for an amount of €1,583 million. In is not recognized as ^a liability in the financial statements at addition, the Board of Directors' Meeting of July 30, ²⁰¹⁴ approved December 31, 2014, since the financial statements at the end of the payment of an interim dividend of €0.50 per share payable on ²⁰¹⁴ are presented before the appropriation of earnings. October 15, 2014 for a total amount of €1,184 million.

statement. share, representing ^a total payout of €2,379 million based on the

18.3 Total gains and losses recognized in equity (Group share)

All the items shown in the table below correspond to cumulative gains and losses (Group share) at December 31,2014 and December 31, 2013, which are recyclable to income in subsequent periods,

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Available-for-sale financial assets	462	415
Net investment hedges	(197)	245
Cash flow hedges (excl. commodity instruments)	(904)	(203)
Commodity cash flow hedges	195	(40)
Deferred taxes on the above items	163	(47)
Share of entities accounted for using the equity method in recyclable items, net of tax	(347)	(219)
Translation adjustments	193	(1,353)
TOTAL RECYCLABLE ITEMS	(435)	(1,201)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

GDF SUEZ looks to optimize its financial structure at all times by back its net debt. pursuing an optimal balance between its net debt and its EBITDA. The Group's policy is to maintain an "A" rating by the rating The Group's key objective in managing its financial structure is to agencies. To achieve this, it manages its financial structure in line maximize value for shareholders, reduce the cost of capital, while at with the indicators usually monitored by these agencies, namely the the same time ensuring that the Group has the financial flexibility Group's operating profile, financial policy and a series of financial required to continue its expansion. The Group manages its financial ratios. One of the most commonly used ratios is the ratio where the structure and makes any necessary adjustments in light of prevailing numerator includes operating cash flows less net financial expense economic conditions. In this context, it may choose to adjust the and taxes paid, and the denominator includes adjusted net financial amount of dividends paid to shareholders, reimburse a portion of debt. Net debt is mainly adjusted for nuclear provisions, provisions

18.4 Capital management stock"), issue new shares, launch share-based payment plans, recalibrate its investment budget, or sell assets in order to scale

capital, carry out share buybacks (see Note 18.1.2 "Treasury for unfunded pension plans and operating lease commitments.

The Group's objectives, policies and processes for managing capital GDF SUEZ SA is not obliged to comply with any minimum capital have remained unchanged over the past few years. requirements except those provided for by law.

NOTE 19 Provisions

In millions of euros	Dec. 31, (1) 2013	Additions	Reversals (utiliza-	Reversals (surplus tions) provisions)	Changes in scope of conso- lidation	Impact of unwinding Translation discounting adjustments	adjust- ments	Other	Dec. 31, 2014
Post-employment and other long-term benefits	4,390	230	(317)	(5)	51	170	5	1,708	6,233
Back-end of the nuclear fuel cycle	4,239	77	(28)	-	-	203	-	-	4,491
Dismantling of plant and equipment(2)	3,767	1	(31)	(18)	(21)	174	3	38	3,911
Site rehabilitation	1,191	1	(22)	(29)	(9)	27	(16)	202	1,345
Litigation, claims, and tax risks	871	126	(87)	(90)	15	7	44	4	891
Other contingencies	1,640	377	(392)	(40)	11	28	7	37	1,668
TOTAL PROVISIONS	16,098	813	(876)	(183)	47	609	43	1,989	18,539

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Of which €3,467 million in provisions for dismantling nuclear facilities at December 31, 2014, versus €3,364 million at December 31, 2013.

The impact of unwinding discounting adjustments in respect of The "Other" column mainly comprises actuarial gains and losses post-employment benefit obligations and other long-term benefits arising on post-employment benefit obligations in 2014 which are relates to the interest expense on the pension obligations, net of the recorded in "Other comprehensive income". expected return on plan assets.

Additions, reversals and the impact of unwinding discounting adjustments are presented as follows in the consolidated income statement:

In millions of euros	Dec. 31, 2014
Income/(loss) from operating activities	234
Other financial income and expenses	(609)
Income taxes	13
TOTAL	(362)

The different types of provisions and the calculation principles applied are described below.

19.1 Post-employment benefits and other 19.2 Nuclear power generation activities long-term benefits In the context of its nuclear power generation activities, the Group

and the dismantling of nuclear facilities. benefits".

assumes obligations relating to the processing of spent nuclear fuel See Note 20 "Post-employment benefits and other long-term

19.2.1 Legal framework

The Belgian law of April 11, 2003, amended by the law of April 25, 2007, granted Group subsidiary Synatom responsibility for managing provisions set aside to cover the costs of dismantling nuclear power plants and managing radioactive fissile material from such plants. The tasks of the Commission for Nuclear Provisions set up pursuant to the above-mentioned law is to oversee the process of computing and managing these provisions. The Commission also issues opinions on the maximum percentage of funds that Synatom can lend to operators of nuclear plants and on the types of assets in The Commission for Nuclear Provisions has adopted a "mixed"

without reprocessing. work in accordance with the above-mentioned law, Synatom is required to submit a report every three years describing the core The Group books provisions to cover all of the costs linked to this

removal. Nuclear Provisions on September 18, 2013. The Commission issued its opinion on November 18, 2013 based on the favorable Provisions for nuclear fuel processing and storage are calculated opinion given by ONDRAF, the Belgian agency for radioactive waste based on the following principles and parameters:

For 2014, core inputs for measuring provisions including operating storage pools, along with the costs of purchasing management scenarios, implementation program and timetable, containers. These costs are mainly incurred between 2013 and detailed 2028; technical analyses (physical and radiological inventories), estimation methods and timing of expenditures, as well as discount part of the spent fuel is transferred for reprocessing. rates, correspond to those which have been approved by the Reprocessing operations are scheduled to take place between Commission for Nuclear Provisions and the Group has made sure 2016 and 2026. It is assumed that the plutonium resulting from this process will be sold to third parties; that these assumptions remain reasonable. Changes in provisions in 2014 therefore mainly relate to recurring items linked to the passage spent fuel that has not been reprocessed is to be conditioned of time (the unwinding of discounting adjustments) and provisions between 2035 and 2052, which requires conditioning facilities to be built according to ONDRAF's approved criteria; for fuel spent during the year.

transferred to ONDRAF between 2017 and 2053; environmental regulatory requirements on a European, national and regional level. If additional legislation were to be introduced in the the fuel will be buried in a deep geological repository between future, the cost estimates used as a basis for the calculations could 2085 and 2095. The cost of this operation is estimated by ONDRAF. The principal cash outflows will be spread over the vary. However, the Group is not aware of additional planned period until 2058; legislation on this matter which could materially impact the value of

costs and external costs assessed based on offers received from The estimated provision amounts include margins for contingencies third parties or fee proposals from independent organizations; and other risks that may arise in connection with dismantling and the 4.8% discount rate used (actual rate of 2.8% and an inflation fuel management procedures. These margins are estimated by the rate of 2.0%) is based on an analysis of average, past and Group for each cost category. The contingency margins relating to prospective changes in benchmark long-term rates; the disposal of waste are determined by ONDRAF and built into its

The provisions recognized by the Group at December 31, ²⁰¹⁴ the plant; were measured taking into account the prevailing contractual and an annual allocation is also recognized with respect to unwinding legal framework, which sets the operating life of the Tihange ¹ the discount on the provision. reactor at ⁵⁰ years and the other reactors at ⁴⁰ years.

An extension of the operating lives of one or more nuclear reactors estimates in terms of their nature and timing of payment. The would give rise to the postponement of the dismantling schedule. provisions may also be adjusted in line with future changes in the This could result in less efficient coordination of tasks compared to above-mentioned parameters. However, these parameters are dismantling all the facilities at the same time and the deferral over based on information and estimates which the Group deems time of the related expenditure. The changes to these provisions – subject to certain conditions – would be recognized against the Commission for Nuclear Provisions. assets concerned.

which Synatom may invest its outstanding funds. scenario in which around one-quarter of total fuel is reprocessed for use in Belgian power plants, and the rest disposed of directly To enable the Commission for Nuclear Provisions to carry out its

inputs used to measure these provisions. "mixed" scenario, including on-site storage, transportation, reprocessing by an accredited facility, conditioning, storage and Synatom submitted its triennial report to the Commission for

and enriched fissile materials. storage costs primarily comprise the costs of building and
the reprocessing residues and conditioned spent fuel will be The provisions set aside take into account all existing or planned
the provisions. the long-term obligation is calculated using estimated internal
allocations to the provision are computed based on the average tariffs. unit cost of quantities used up to the end of the operating life of

The costs effectively incurred in the future may differ from the reasonable to date and which have been approved by the

Belgium's current legal framework does not prescribe methods for 19.2.2 Provisions for nuclear fuel processing and storage managing nuclear waste. The reprocessing of spent fuel was suspended following ^a resolution adopted by the House of When spent nuclear fuel is removed from ^a reactor, it remains Representatives in 1993. The scenario adopted is based on the radioactive and requires processing. Two different procedures for assumption that the Belgian government will allow Synatom to managing radioactive spent fuel exist, being either reprocessing or reprocess uranium and that an agreement will be reached between conditioning without reprocessing. The Belgian government has not Belgium and France designating Areva as responsible for these yet decided which scenario will be made compulsory in Belgium. reprocessing operations. A scenario assuming the direct disposal of waste without annual allocation to the provision, reflecting the interest cost on reprocessing would lead to a decrease in the provision compared to the provision carried in the books at the end of the previous year, is calculated at the discount rate used to estimate the present the provision resulting from the "mixed" scenario approved by the Commission value of future cash flows. for Nuclear Provisions.

estimates in terms of their nature and timing of payment. The the waste should be buried in a deep geological repository or stored provisions may be adjusted in line with future changes in the over the long term. In accordance with the European Directive, the above-mentioned parameters. However, these parameters are government has to adopt its plan for the management of spent fuel based on information and estimates which the Group deems and radioactive waste by 2015. The scenario adopted by the reasonable to date and which have been approved by the Commission for Nuclear Provisions is based on the assumption that Commission for Nuclear Provisions. the waste will be buried in a deep geological repository as recommended in ONDRAF's waste management program. To date, The scenario adopted is based on a dismantling program and on there is no accredited site in Belgium. However, ONDRAF considers timetables that have to be approved by nuclear safety authorities. that by ²⁰²⁰ it will be able to confirm that Boom's clay facility can Provisions are also recognized at the Group's share of the expected

Nuclear power plants have to be dismantled at the end of their 19.2.4 Sensitivity to discount rates operating life. Provisions are set aside in the Group's accounts to Based on currently applied parameters for estimating costs and the cover all costs relating to (i) the shutdown phase, which involves timing of payments, ^a change of ¹⁰ basis points in the actual removing radioactive fuel from the site and (ii) the dismantling phase, discount rate used could lead to an adjustment of around €100

Provisions for dismantling nuclear facilities are calculated based on provisions. A fall in discount rates would lead to an increase in

the provision amount. costs payable over the long term are calculated by reference to
an inflation rate of 2.0% is applied until the dismantling obligations the corresponding assets accordingly.
it generally takes three to four years to shut down a reactor. The obligation is measured accurately. start of the technical shut-down procedures depends on the facility concerned and on the timing of operations for the nuclear reactor as a whole. The shutdown procedures are immediately
commissioned represents the initial amount of the provision. The Certain plant and equipment, including conventional power stations,

The costs effectively incurred in the future may differ from the The Belgian government has not yet taken a decision as to whether

accept nuclear waste. dismantling costs for the nuclear facilities in which it has drawing 19.2.3 Provisions for dismantling nuclear facilities rights. III

which consists of decommissioning and cleaning up the site. million in dismantling and nuclear fuel processing and storage the following principles and parameters: outstanding provisions, while a rise in discount rates would reduce

the estimated costs for each nuclear facility, based on a study Changes arising as a result of the review of the dismantling conducted by independent experts under the assumption that the provision would not have an immediate impact on income, since the facilities will be dismantled progressively; matching entry under certain conditions would consist of adjusting

expire in order to determine the value of the future obligation; Sensitivity to discount rates as presented above in accordance with a discount rate of 4.8% (including 2.0% inflation) is applied to the applicable standards, is an automatic calculation and should determine the present value (NPV) of the obligation. This rate is therefore be interpreted with appropriate caution in view of the the same as the one used to calculate the provision for variety of other inputs – some of which may be interdependent – processing spent nuclear fuel; included in the evaluation. The frequency with which these the operating life is 50 years for Tihange 1 and 40 years for the provisions are reviewed by the Commission for Nuclear Provisions in other facilities; accordance with applicable regulations ensures that the overall

19.3 Dismantling obligations arising on followed by dismantling operations, which last from ⁹ to ¹³ years; other plant and equipment the present value of the obligation when the facilities are

matching entry is an asset recognized for the same amount within transmission and distribution pipelines, storage facilities and LNG the corresponding property, plant and equipment category. This terminals, have to be dismantled at the end of their operational lives. asset is depreciated over the remaining operating life as from the This obligation is the result of prevailing environmental regulations in commissioning date; the countries concerned, contractual agreements, or an implicit Group commitment.

Based on estimates of proven and probable reserves using current regarding estimated rehabilitation costs and the timing of the production levels (another 250 years according to the International rehabilitation work. The timing of the rehabilitation work used as the Energy Agency), dismantling provisions for gas infrastructures in basis for the provision may vary depending on the time when

19.4 Site rehabilitation

19.4.1 Exploration-Production activities

19.5 Contingencies and tax risks The Group also sets aside ^a provision for its obligations in terms of rehabilitating exploration and production facilities.

The provision reflects the present value of the estimated This caption includes essentially provisions for commercial rehabilitation costs until the operating activities are completed. This contingencies, and claims and tax disputes. provision is computed based on the Group's internal assumptions

France have a present value near zero. production is considered no longer economically viable. This consideration is itself closely related to fluctuations in future gas and oil prices.

The provision is recognized with a matching entry to property, plant and equipment.

NOTE 20 Post-employment benefits and other long-term benefits

Since weight of the Group's companies within the EGI sector. January 1, 2005, the CNIEG (Caisse Nationale des Industries Électriques et Gazières) has operated the pension, disability, death, Pension benefit obligations and other "mutualized" obligations are occupational accident and occupational illness benefit plans for assessed by the CNIEG. electricity and gas industry (hereinafter "EGI") companies in France. At December 31, 2014, the projected benefit obligation in respect of The CNIEG is ^a social security legal entity under private law placed the special pension scheme for EGI sector companies amounted to under the joint responsibility of the ministries in charge of social €3.3 billion (€2.5 billion at December 31, 2013). This increase is

Employees and retirees of EGI sector companies have been fully The duration of the pension benefit obligation is ¹⁸ years. affiliated to the CNIEG since January 1, 2005. The main affiliated Group 20.1.2 Companies belonging to the electricity and gas sector entities are GDF SUEZ SA, GrDF, GRTgaz, ELENGY, STORENGY, GDF SUEZ Thermique France, CPCU, CNR and in Belgium SHEM.

Following the funding reform of the special EGI pension scheme companies, principally Electrabel, Electrabel Customer Solutions introduced by Act no. 2004-803 of August 9, 2004 and its (ECS), Laborelec, GDF SUEZ CC and some GDF SUEZ Energy implementing decrees, specific benefits (pension benefits on top of Management Trading employee categories, are governed by the standard benefits payable under ordinary law) already vested at collective bargaining agreements. December 31, 2004 ("past specific benefits") were allocated These agreements, applicable to "wage-rated" employees recruited between the various EGI entities. Past specific benefits (benefits prior to June 1, ²⁰⁰² and managerial staff recruited prior to vested at December 31, 2004) relating to regulated transmission and distribution businesses ("regulated past specific benefits") are supplementary pension equivalent to 75% of their most recent funded by the levy on gas and electricity transmission and annual income, for ^a full career and in addition to the statutory distribution services (Contribution Tarifaire d'Acheminement) and pension. These top-up pension payments provided under defined therefore no longer represent an obligation for the GDF SUEZ benefit plans are partly reversionary. In practice, the benefits are Group. Unregulated past specific benefits (benefits vested at paid in the form of ^a lump sum for the majority of plan participants. December 31, 2004) are funded by EGI sector entities to the extent

The special EGI pension scheme is a legal pension scheme available sector and by certain insurance companies. Pre-funded pension

The specific benefits vested under the scheme since January 1, Employer contributions are calculated annually based on actuarial 2005 are wholly financed by EGI sector companies in proportion to assessments. their respective share of the electricity and gas market as measured by total payroll costs.

20.1 Description of the main pension plans As this plan represents ^a defined benefit scheme, the Group has set aside a pension provision in respect of specific benefits payable to The Group's main pension plans are described below. employees of unregulated activities and specific benefits vested by employees of regulated activities since January 1, 2005. This 20.1.1 Companies belonging to the Electricity and Gas provision also covers the Group's early retirement obligations. The Industries sector in France provision amount may be subject to fluctuations based on the

security and budget. mainly due to the decrease in discount rates.

In Belgium, the rights of employees in electricity and gas sector

May 1, 1999, specify the benefits entitling employees to a Most of the obligations resulting from these pension plans are defined by decree no. 2005-322 of April 5, 2005. financed through pension funds set up for the electricity and gas to new entrants. plans are financed by employer and employee contributions. The projected benefit obligation relating to these plans represented scheme are invested in separate funds. Since June 1, 2008, the around 15% of total pension obligations and related liabilities at scheme has been closed and a defined contribution plan was set December 31, 2014. The average duration up for new entrants; is 11 years.

managerial defined benefit plans to new entrants and now offer defined staff recruited after May 1, 1999 are covered under contribution plans; defined contribution plans. However, for contributions paid since January 1, 2004, the law specifies a minimum average annual return Brazil: Tractebel Energia operates its own pension scheme. This scheme has been split into two parts, one for the (closed) defined of 3.25% over the beneficiary's service life. Any deficit has to be benefit plan, and the other for the defined contribution plan that borne by the employer. Therefore, for the portion of pension has been available to new entrants since the beginning of 2005. obligations corresponding to contributions paid since January 1, 2004, these plans should be considered as defined benefit plans. However, the plans continue to be recognized by the Group as defined contribution schemes, mainly because no material net liability has been identified. The actual rate of return was compared benefit obligations and long-term with the guaranteed minimum rate of return; the unfunded portion benefits was not material at December 31, 2014.

Other III An expense of €21 million was recognized 20.2.1 benefits granted to current and former EGI in ²⁰¹⁴ in respect of these defined contribution plans (€20 million at sector employees December 31, 2013). Other benefits granted to EGI sector employees are:

20.1.3 Multi-employer plans Post-employment benefits:

Employees of some Group companies are affiliated reduced energy prices; to multi-employer pension plans. end-of-career indemnities;

Under multi-employer plans, risks are pooled to the extent that the bonus leave; plan is funded by a single contribution rate determined for all affiliate immediate bereavement benefits. companies and applicable to all employees. Long-term benefits:

Multi-employer plans are particularly common in the Netherlands, allowances for occupational accidents and illnesses; where employees are normally required to participate in a temporary and permanent disability allowances; compulsory industry-wide scheme. These plans cover ^a significant long-service awards. number of employees, thereby limiting the impact of potential default by an affiliated company. In the event of default, the vested The Group's main obligations are described below. rights are maintained in a special compartment and are not 20.2.1.1 Reduced energy prices transferred to the other members. Refinancing plans may be set up

provided they meet certain length-of-service conditions) are entitled contribution plans.

to benefits in kind which take the form of reduced energy prices An expense of €73 million was recognized in ²⁰¹⁴ in respect of known as "employee rates". multi-employer pension plans (€94 million at December 31, 2013).

entitled to the reduced rate if they have completed at least benefits. In terms of financing, pension plans within the Group are 15 years' service within EGI sector companies. almost equally split between defined benefit and defined

plans are now closed to new entrants and benefits no longer vest energy exchanges between the two utilities. under these plans. All entities run a defined contribution scheme. Pension Scheme (ESPS). The assets of this defined benefit energy sale price and the preferential rates granted.

Germany: the Group's German subsidiaries have closed their "Wage-rated" employees recruited after June 1, 2002 and

20.2 Description of other post-employment

to ensure the funds are balanced. Under Article 28 of the national statute for electricity and gas industry personnel, all employees (current and former employees, The GDF SUEZ Group accounts for multi-employer plans as defined

This benefit entitles employees to electricity and gas supplies at a 20.1.4 Other pension schemes reduced price. For retired employees, this provision represents a post-employment defined benefit. Retired employees are only Most other Group companies grant their employees retirement

contribution plans. In accordance with the agreements signed with EDF in 1951, GDF SUEZ provides gas to all current and former employees of The Group's main pension plans outside France, Belgium and the GDF SUEZ and EDF, while EDF supplies electricity to these same Netherlands concern: beneficiaries. GDF SUEZ pays (or benefits from) the balancing United Kingdom: the large majority of defined benefit pension contribution payable in respect of its employees as a result of

The obligation to provide energy at a reduced price to current and The pension obligations of International Power's subsidiaries in the United Kingdom are covered by the special Electricity Supply former employees is measured as the difference between the The provision set aside in respect of reduced energy prices the exception of the special "allocation transitoire" termination amounts to €2.8 billion at December 31, 2014. The duration of the indemnity, considered as an end-of-career indemnity. obligation is 23 years.

Retiring employees (or their dependents in the event of death during benefits (early retirement plans, medical coverage, benefits in kind, active service) are entitled to end-of-career indemnities which etc.) and other long-term benefits such as jubilee and increase in line with the length of service within the EGI sector. length-of-service awards.

20.2.1.3 Compensation for occupational accidents and illnesses

EGI sector employees are entitled to compensation for accidents at 20.3 Defined benefit plans work and occupational illnesses. These benefits cover all employees 20.3.1 Amounts presented in the statement of financial or the dependents of employees who die as ^a result of occupational

The amount of the obligation corresponds to the likely present value In accordance with IAS 19, the information presented in the of the benefits to be paid to current beneficiaries, taking into statement of financial position relating to post-employment benefit

Electricity and gas sector companies also grant other employee statement of financial position when the difference is negative, benefits such as the reimbursement of medical expenses, electricity provided that the conditions for recognizing the prepaid benefit cost and gas price reductions, as well as length-of-service awards and are met. early retirement schemes. These benefits are not prefunded, with

20.2.3 Other collective agreements

20.2.1.2 End-of-career indemnities Most other Group companies also grant their staff post-employment

accidents or illnesses, or injuries suffered on the way to work. position and statement of comprehensive income

account any reversionary annuities. obligations and other long-term benefits results from the difference 20.2.2 Other benefits granted to employees of the gas and between the gross projected benefit obligation and the fair value of plan assets. ^A provision is recognized if this difference is positive electricity sector in Belgium (net obligation), while a prepaid benefit cost is recorded in the

Changes in provisions for post-employment benefits and other long-term benefits, plan assets and reimbursement rights recognized in the statement of financial position are as follows:

In millions of euros	Provisions	Plan assets	Reimbursement rights
AT JANUARY 1, 2013(1)	(5,564)	19	159
Exchange rate differences	38	-	-
Changes in scope of consolidation and other	639	(5)	-
Actuarial gains and losses	623	9	3
Periodic pension cost	(548)	(5)	4
Asset ceiling	(1)	-	-
Contributions/benefits paid	423	54	1
AT DECEMBER 31, 2013(1)	(4,390)	72	167
Exchange rate differences	(12)	-	-
Changes in scope of consolidation and other	34	(85)	-
Actuarial gains and losses	(1,784)	22	6
Periodic pension cost	(497)	28	6
Asset ceiling	(4)	-	-
Contributions/benefits paid	420	5	(3)
AT DECEMBER 31, 2014	(6,233)	41	176

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Plan assets and reimbursement rights are presented in the The cost recognized for the period in the income statement statement of financial position under "Other non-current assets" or amounts to €469 million in 2014 (€553 million in 2013). The

Note 20.3.4 "Components of the net periodic pension cost". In 2013, "Changes in scope of consolidation and other" mainly amount of €641 million. December 31, 2014 (compared to 93% at December 31, 2013).

"Other current assets". components of this defined benefit cost in the period are set out in

corresponds to the loss of control of SUEZ Environnement for an The eurozone represents 94% of the Group's net obligation at

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 POST-EMPLOYMENT BENEFITS AND OTHER LONG-TERM BENEFITS

Cumulative actuarial gains and losses recognized in equity 20.3.2 Change in benefit obligations and plan assets amounted to €3,138 million at December 31, 2014, compared to The table below shows the amount of the Group's projected benefit

Net actuarial differences arising in the period and presented on a periods presented, and their reconciliation with the amounts separate line in the statement of comprehensive income reported in the statement of financial position: represented a net actuarial loss totaling €1,762 million in 2014 and a net actuarial gain of €624 million in 2013. The 2014 net actuarial loss is mainly due to the decrease in discount rates (see Note 20.3.6).

€1,415 million at December 31, 2013. obligations and plan assets, changes in these items during the

				Dec. 31, 2014				Dec. 31, 2013(1)
In millions of euros		Pension benefit obliga- (2) tions	Other post- employ- benefit obliga- tions(3)	ment Long-term benefit obliga- tions(4)	Total	Pension benefit oblig- ations(2)	Other post employ benefit obliga- tions(3)	ment Long-term benefit obliga tions(4)	Total
A - CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at January 1		(6,363)	(2,383)	(531)	(9,276)	(7,700)	(2,679)	(537)	(10,916)
Service cost		(229)	(32)	(40)	(301)	(278)	(45)	(42)	(365)
Interest expense		(251)	(88)	(16)	(355)	(252)	(90)	(16)	(357)
Contributions paid		(13)	-	-	(13)	(15)	-	-	(15)
Amendments		10	1	3	14	(2)	-	-	(2)
Changes in scope of consolidation		(85)	-	-	(85)	856	252	21	1,129
Curtailments/settlements		16	-	-	16	4	2	-	6
Non-recurring items		(3)	(4)	-	(7)	(4)	(5)	-	(9)
Financial actuarial gains and losses		(941)	(1,036)	(36)	(2,014)	469	67	(9)	527
Demographic actuarial gains and losses		(36)	58	10	32	44	8	(2)	51
Benefits paid		361	92	47	500	357	100	54	511
Other (of which translation adjustments)		(47)	(2)	-	(49)	157	8	-	165
Projected benefit obligation at December 31	A	(7,580)	(3,393)	(564)	(11,537)	(6,363)	(2,383)	(531)	(9,276)
B - CHANGE IN FAIR VALUE OF PLAN ASSETS
Fair value of plan assets at January 1		4,955	5	-	4,960	5,324	51	-	5,375
Interest income on plan assets		201	-	-	201	184	2	-	187
Financial actuarial gains and losses		195	(2)	-	193	42	2	-	44
Contributions received		270	14	-	284	331	26	-	357
Changes in scope of consolidation		36	-	-	36	(441)	(53)	-	(495)
Settlements		(12)	(1)	-	(13)	(2)	1	-	(1)
Benefits paid		(333)	(14)	-	(347)	(352)	(24)	-	(376)
Other (of which translation adjustments)		36	-	-	36	(131)	-	-	(131)
Fair value of plan assets at December 31	B	5,349	3	-	5,351	4,955	5	-	4,960
C- FUNDED STATUS	A+B	(2,231)	(3,391)	(564)	(6,186)	(1,408)	(2,378)	(531)	(4,316)
Asset ceiling		(6)	-	-	(6)	(1)	(1)	-	(2)
NET BENEFIT OBLIGATION		(2,237)	(3,391)	(564)	(6,192)	(1,409)	(2,379)	(531)	(4,318)
ACCRUED BENEFIT LIABILITY		(2,278)	(3,391)	(564)	(6,233)	(1,481)	(2,379)	(531)	(4,390)
PREPAID BENEFIT COST		41	-	-	41	72	-	-	72

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) Pensions and retirement bonuses.

(3) Reduced energy prices, healthcare, gratuities and other post-employment benefits.

(4) Length-of-service awards and other long-term benefits.

In 2013, "Changes in the scope of consolidation" mainly concern the loss of control of SUEZ Environnement (€1,136 million on the benefit obligation and €495 million on the plan assets).

20.3.3 Change in reimbursement rights

Changes in the fair value of reimbursement rights relating to plan assets managed by Contassur are as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Fair value at January 1	167	159
Interest income on plan assets	7	4
Financial actuarial gains and losses	6	3
Actual return	13	7
Curtailments/settlements	(1)	-
Employer contributions	13	22
Employee contributions	2	2
Benefits paid	(18)	(22)
FAIR VALUE AT DECEMBER 31	176	167

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

20.3.4 Components of the net periodic pension cost

The net periodic cost recognized in respect of defined benefit obligations for the years ended December 31, 2014 and 2013 breaks down as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Current service cost	301	365
Net interest expense	153	171
Actuarial gains and losses(2)	27	11
Plan amendments	(14)	2
Gains or losses on pension plan curtailments, terminations and settlements	(5)	(5)
Non-recurring items	7	9
TOTAL	469	553
o/w recorded in current operating income after share in net income of entities accounted for using the equity method	315	382
o/w recorded in net financial income/(loss)	153	171

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

(2) On long-term benefit obligation.

the fund manager concerned. invested in pension funds and/or with insurance companies, depending on the investment practices specific to the country For French companies, where plan assets are invested with an concerned. The insurance company, the latter manages the investment portfolio for investment strategies underlying these defined benefit plans are aimed at striking the right balance between return unit-linked policies or euro-denominated policies. These diversified

eurozone government bonds and shares in front-ranking companies liquidity to cover pension and other benefit payments; and as part of within and outside the eurozone. risk management, to achieve ^a long-term rate of return higher than the discount rate or, where appropriate, at least equal to future required returns.

20.3.5 Funding policy and strategy When plan assets are invested in pension funds, investment decisions and the allocation of plan assets are the responsibility of When defined benefit plans are funded, the related plan assets are

on investment and acceptable levels of risk. funds are actively managed by reference to composite indexes and adapted to the long-term profile of the liabilities, taking into account The objectives of these strategies are twofold: to maintain sufficient

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 POST-EMPLOYMENT BENEFITS AND OTHER LONG-TERM BENEFITS

For euro-denominated funds, the insurer's sole obligation is to ensure a fixed minimum return on assets. The funding of these obligations at December 31 for each of the periods presented can be analyzed as follows:

In millions of euros	Projected benefit obligation	Fair value of plan assets	Asset ceiling	Total net obligation
Underfunded plans	(7,385)	4,872	(6)	(2,519)
Overfunded plans	(438)	479	-	41
Unfunded plans	(3,714)	-	-	(3,714)
AT DECEMBER 31, 2014	(11,537)	5,351	(6)	(6,191)
Underfunded plans	(5,414)	4,418	(1)	(997)
Overfunded plans	(496)	542	(1)	45
Unfunded plans	(3,366)	-	-	(3,366)
AT DECEMBER 31, 2013(1)	(9,276)	4,960	(2)	(4,318)

(1) Comparative data at December 31, ²⁰¹³ have been restated due to the application of the consolidation standards (see Note 2). III

The allocation of plan assets by principal asset category can be analyzed as follows:

In %	Dec. 31, 2014	Dec. 31, 2013
Equity investments	31	30
Sovereign bond investments	20	19
Corporate bond investments	29	31
Money market securities	9	11
Real estate	4	3
Other assets	7	6
TOTAL	100	100

All plan assets are quoted in an active market at December 31, The actual return on plan assets of Belgian entities amounted to 2014. approximately 7% in Group insurance and 4% in pension funds.

The actual return on assets of EGI sector companies stood at 8% in The allocation of plan assets categories by geographic area of 2014. investment can be analyzed as follows:

In %	Europe	North America	Latin America	Asia - Oceania	Rest of the World	Total
Equity investments	62	22	1	11	4	100
Sovereign bond investments	75	-	24	1	-	100
Corporate bond investments	84	9	2	4	1	100
Money market securities	86	-	4	10	-	100
Real estate	87	4	5	3	1	100
Other assets	33	18	29	15	5	100

20.3.6 Actuarial assumptions

Actuarial assumptions are determined individually by country and company in conjunction with independent actuaries. Weighted discount rates for main actuarial assumptions are presented below:

	Pension benefit obligations		Other post-employment benefit obligations		Long-term benefit obligations		Total benefit obligations
	2014	2013	2014	2013	2014	2013	2014	2013
Discount rate	2.8%	4.1%	2.1%	3.5%	1.8%	3.5%	2.5%	3.9%
Inflation rate	2.0%	2.2%	1.7%	2.0%	1.8%	2.0%	1.9%	2.1%
Average remaining working years of participatlng employees	15 years	15 years	16 years	15 years	16 years	16 years	15 years	15 years

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 POST-EMPLOYMENT BENEFITS AND OTHER LONG-TERM BENEFITS

discount rate) would result in ^a change of approximately 14% in the date of the calculation, on top-rated corporate bonds with maturities projected benefit obligation. mirroring the term of the plan.

The rates were determined for each monetary area (euro and United 20.3.6.2 Other assumptions Kingdom) based on data for AA corporate bonds yields (Bloomberg The medical costs (including inflation) increase rate was estimated and iBoxx), extrapolated on the basis of government bond yields for at 2.7%. long maturities.

According to the Group's estimates, ^a ¹⁰⁰ basis points increase or healthcare costs would have the following impacts: decrease in the discount rate would result in a change of approximately 15% in the projected benefit obligation.

20.3.6.1 Discount and inflation rate The inflation rates were determined for each area. A 100 basis points increase or decrease in the inflation rate (with an unchanged The discount rate applied is determined based on the yield, at the

A one percentage point change in the assumed increase in

In millions of euros	100 basis points increase	100 basis points decrease
Impact on expenses	3	(2)
Impact on pension obligations	48	(36)

20.3.7 Estimated employer contributions payable in ²⁰¹⁵ 20.4 Defined contribution plans under defined benefit plans

The Group expects to pay around €225 million in contributions into amounts paid into Group defined contribution plans (€123 million in its defined benefit plans in 2015, including €93 million for EGI sector 2013). These contributions are recorded under "Personnel costs" in companies. Annual contributions in respect of EGI sector the consolidated income statement. companies will be made by reference to rights vested in the year, taking into account the funding level for each entity in order to even out contributions over the medium term.

In 2014, the Group recorded a €139 million expense in respect of

NOTE 21 Exploration-production activities

21.1 Exploration-production assets

Exploration-production assets break down into the following three categories: exploration-production licenses, presented under "Intangible assets" in the statement of financial position, fields under development, shown under "Assets in development phase", and fields in production, shown under "Assets in production phase", which are included in "Property, plant and equipment" in the statement of financial position.

		Assets in development
In millions of euros	Licenses	phase	Assets in production phase	Total
A. GROSS AMOUNT
At January 1, 2013(1)	1,066	1,125	7,837	10,028
Changes in scope of consolidation	(19)	-	-	(19)
Acquisitions	38	596	234	868
Translation adjustments	(33)	(95)	(454)	(581)
Other	(9)	(183)	224	32
At December 31, 2013(1)	1,043	1,443	7,841	10,327
Changes in scope of consolidation	-	(39)	(147)	(186)
Acquisitions	24	805	178	1,007
Disposals	-	(12)	(99)	(112)
Translation adjustments	108	94	(216)	(15)
Other	(69)	(885)	999	45
AT DECEMBER 31, 2014	1,106	1,406	8,555	11,067
B. ACCUMULATED AMORTIZATION, DEPRECIATION AND IMPAIRMENT LOSSES
At January 1, 2013(1)	(379)	(40)	(3,530)	(3,949)
Changes in scope of consolidation	19	-	-	19
Amortization, depreciation and impairment losses	(15)	-	(687)	(702)
Translation adjustments	9	1	171	182
Other	5	3	(7)	-
At December 31, 2013(1)	(361)	(35)	(4,053)	(4,450)
Change in scope of consolidation	-	-	96	96
Amortization, depreciation and impairment losses	(33)	-	(920)	(953)
Translation adjustments	(44)	(1)	62	17
Other	-	33	(33)	-
AT DECEMBER 31, 2014	(438)	(4)	(4,847)	(5,289)
C. CARRYING AMOUNT
At December 31, 2013(1)	682	1,408	3,788	5,878
AT DECEMBER 31, 2014	668	1,402	3,708	5,778

(1) Comparative data at January 1, 2013 and December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Acquisitions in 2014 notably include developments carried-out over the year on the Cygnus field in the United Kingdom and Jangkrik field in Indonesia. Disposals mainly include the disposal of an asset in production phase of GDF SUEZ E&P Deutschland GmbH in Germany. Acquisitions in 2013 notably included developments performed on the Cygnus field in the United Kingdom and on the Gudrun field in Norway.

21.2 Capitalized exploration costs

The following table provides a breakdown of the net change in capitalized exploration costs:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
At January 1	599	609
Capitalized exploration costs for the year	162	194
Amounts recognized in expenses for the period	(278)	(142)
Other	(53)	(62)
AT DECEMBER 31	430	599

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Capitalized exploration costs are reported in the statement of financial position within "Other assets".

21.3 Investments during the period

Investments for the exploration-production business amounted to €1,094 million and €954 million, respectively, in 2014 and 2013. Investments are included in "Acquisitions of property, plant and equipment and intangible assets" in the statement of cash flows.

NOTE 22 Finance leases

22.1 Finance leases for which GDF SUEZ acts as lessee

The carrying amounts of property, plant and equipment held under finance leases are broken down into different categories depending on the type of asset concerned.

The main finance lease agreements entered into by the Group primarily concern GDF SUEZ Energy International power plants (mostly Enersur – Peru) and Cofely's cogeneration plants.

The present values of future minimum lease payments break down as follows:

	Future minimum lease payments at Dec. 31, 2014		Future minimum lease payments at Dec. 31, 2013(1)
In millions of euros	Undiscounted value	Present value	Undiscounted value	Present value
Year 1	100	98	109	106
Years 2 to 5 included	391	367	336	311
Beyond year 5	70	50	112	81
TOTAL FUTURE MINIMUM LEASE PAYMENTS	561	515	557	499

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The following table provides a reconciliation of liabilities under finance leases as reported in the statement of financial position (see Note 16.2.1 "Borrowings and debt") with undiscounted future minimum lease payments by maturity:

In millions of euros	Total	Year 1	Years 2 to 5 included	Beyond year 5
Liabilities under finance leases	515	92	376	47
Impact of discounting future repayments of principal and interest	46	8	15	23
UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS	561	100	391	70

22.2 Finance leases for which GDF SUEZ acts as lessor

These leases fall mainly within the scope of IFRIC 4 guidance on the interpretation of IAS 17. They concern (i) energy purchase and sale contracts where the contract conveys an exclusive right to use a production asset; and (ii) certain contracts with industrial customers relating to assets held by the Group.

The Group has recognized finance lease receivables, notably for cogeneration plants for Wapda and NTDC (Uch - Pakistan), Bowin (Glow - Thailand), Solvay (Electrabel - Belgium) and Lanxess (Electrabel - Belgium).

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Undiscounted future minimum lease payments	1,180	727
Unguaranteed residual value accruing to the lessor	38	29
TOTAL GROSS INVESTMENT IN THE LEASE	1,218	756
Unearned financial income	192	117
NET INVESTMENT IN THE LEASE (STATEMENT OF FINANCIAL POSITION)	1,026	638
o/w present value of future minimum lease payments	999	618
o/w present value of unguaranteed residual value	28	20

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Amounts recognized in the statement of financial position in connection with finance leases are detailed in Note 16.1.2 "Loans and receivables at amortized cost".

Undiscounted future minimum lease payments receivable under finance leases can be analyzed as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Year 1	122	121
Years 2 to 5 included	401	313
Beyond year 5	657	293
TOTAL	1,180	727

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

NOTE 23 Operating leases

23.1 Operating leases for which GDF SUEZ acts as lessee

The Group has entered into operating leases mainly in connection with LNG tankers, and miscellaneous buildings and fittings.

Operating lease income and expenses for 2014 and 2013 can be analyzed as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Minimum lease payments	(905)	(1,102)
Contingent lease payments	(18)	(26)
Sub-letting income	87	84
Sub-letting expenses	(39)	(53)
Other operating lease expenses	(206)	(247)
TOTAL	(1,081)	(1,343)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

The 2013 net expense included operating lease expenses relating to SUEZ Environnement untill July 22, 2013 for an amount of €199 million (see Note 5.7).

Future minimum lease payments under non-cancelable operating leases can be analyzed as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Year 1	642	617
Years 2 to 5 included	1,601	1,477
Beyond year 5	1,465	1,646
TOTAL	3,708	3,740

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

23.2 Operating leases for which GDF SUEZ acts as lessor

These leases fall mainly within the scope of IFRIC 4 guidance on the interpretation of IAS 17. They primarily concern power plants operated by GDF SUEZ Energy International.

Operating lease income for 2014 and 2013 can be analyzed as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Minimum lease payments	579	640
Contingent lease payments	113	89
TOTAL	692	729

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

Lease income is recognized in revenues.

Future minimum lease payments receivable under non cancellable operating leases can be analyzed as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Year 1	550	510
Years 2 to 5 included	1,351	1,528
Beyond year 5	19	20
TOTAL	1,919	2,058

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

NOTE 24 Share-based payments

Expenses recognized in respect of share-based payments break down as follows:

		Expense for the year
In millions of euros	Note	Dec. 31, 2014	Dec. 31, 2013
Stock option plans	24.1	-	9
Employee share issues	24.2	11	-
Share Appreciation Rights(1)	24.2	-	1
Bonus/performance share plans	24.3	10	83
Other Group plans		1	-
TOTAL		22	93

(1) Set up within the scope of employee share issues in certain countries.

24.1 Stock option plans

No new GDF SUEZ stock option grants were approved by the Group's Board of Directors in either 2014 or 2013.

The terms and conditions of plans set up prior to 2013 are described in previous Registration Documents prepared by SUEZ and subsequently GDF SUEZ.

24.1.1 Details of stock option plans in force

Plan	Date of authorizing General Share- holders' Meeting	Adjusted exercise price (in euros)	Number of benefi- ciaries per plan	Number of options granted to of the Executive Committee	members Outstanding options at Dec. 31, 2013	Options exerci- sed	Options cancelled or expired	Outstanding options at Dec. 31, 2014	Expiration date	Resi dual life
01/17/2007	(1) 04/27/2004 01/17/2011	36.6	2,173	1,218,000	5,672,033	-	64,174		5,607,859 01/16/2015	0.0	III
11/14/2007(1) 05/04/2007 11/14/2011		41.8	2,107	804,000	4,411,672	-	54,097		4,357,575 11/13/2015	0.9
11/12/2008(1) 07/16/2008 11/12/2012		32.7	3,753	2,615,000	6,075,634	-	76,570		5,999,064 11/11/2016	1.9
11/10/2009(1) 05/04/2009 11/10/2013		29.4	4,036	-	4,960,345	-	101,620		4,858,725 11/09/2017	2.9
TOTAL					4,637,000 21,119,684	-		296,461 20,823,223
Of which:
	Stock option purchase plans				11,035,979	-	178,190	10,857,789
	Stock subscription plans				10,083,705	-	118,271	9,965,434

(1) Plans exercisable at December 31, 2014.

The average annual price for GDF SUEZ shares in 2014 was €19.02.

24.1.2 Number of GDF SUEZ stock options

	Number of options	Average exercise price (in euros)
Balance at December 31, 2013	21,119,684	34.9
Options cancelled	(296,461)	34.1
Balance at December 31, 2014	20,823,223	34.9

In 2014, Group employees were entitled to subscribe to employee per employee for the subscription of fifty shares. share issues as part of the "LINK 2014" worldwide employee share The bonus shares will be awarded to employees on December 10,

the Link Classique plan: this plan allows employees to subscribe on September 30, 2019.
the Link Multiple plan: under this plan, employees may subscribe 24.2.2 Accounting impact to shares at lower-than-market price, either directly or via an employee investment fund, and also benefit from any appreciation amount and benefit and November 11, 2014, less 20%, i.e. €14.68. from a guaranteed minimum capitalised

The Link Classique plan featured an employer contribution under of five years, as provided for by French legislation. It also considers

- for the first ten shares subscribed, one bonus share was granted for every one share subscribed; The following assumptions were applied:
as from the eleventh share subscribed, one bonus share five-year risk-free interest rate: 0.5%; was granted for every four shares subscribed, up to a maximum of ten bonus shares.

employee financing cost: 4.7%; The number of bonus shares granted was capped to twenty per share borrowing cost: 1.0%; employee.

share price at grant date: €19.45; for employees in other countries, GDF SUEZ shares were granted volatility spread: 3.8%. through a bonus share award plan, subject to the employee's

24.2 Employee share issue - as from the eleventh share subscribed, one bonus share was granted for every four shares subscribed, up to a maximum of ten bonus shares.

24.2.1 Description of available GDF SUEZ share plans The number of bonus shares granted was capped to twenty shares

ownership plan. They could subscribe to either: 2019, provided that they are still employed by the GDF SUEZ Group

to shares either directly or via an employee investment fund at The method used to value this bonus share award scheme is lower-than-market price; described in Note 24.3.

The subscription price for the ²⁰¹⁴ plan represents the average in the Group share price (leverage effect) at the end of the mandatory opening price of the GDF SUEZ share on the NYSE Euronext Paris lock-up period. Through a Swap Agreement with a Eurolist market over the 20 trading days between October 15, 2014 bank, employees are sure to recover 100% of the invested

return; The expense recognized in the consolidated financial statements in Share Appreciation Rights (SARs): this leveraged plan entitles respect of the Link Classique and Link Multiple plans corresponds beneficiaries to receive a cash bonus equal to the appreciation in to the difference between the fair value of the shares subscribed the Company's stock after a period of five years. The resulting and the subscription price. Fair value takes into account the employee liability is covered by warrants. condition of non-transferability attached to the shares over a period the terms and conditions described below: the opportunity cost implicitly borne by GDF SUEZ under the leveraged share ownership plan in allowing its employees to benefit participating French employees were entitled to bonus GDF SUEZ from more attractive financial conditions than those that would have shares depending on their own contribution to the plan: been available to them as individual investors.

spread applicable to the retail banking network: 4.2%;

presence in the Group and depending on their own contribution Based on the above, the Group recognized a total expense of €18 to the plan: million for 2014 in respect of the 22.2 million shares subscribed and - for the first ten shares subscribed, one bonus share was 0.3 million bonus shares awarded under employer contributions, granted for every one share subscribed; bringing the final amount of the share issue and related additional paid-in capital to €329.7 million (excluding issuance costs).

	Link Classique	Link Multiple	France - additional employer's contribution	Total
Amount subscribed (in millions of euros)	42	283	5	330
Number of shares subscribed (in millions of shares)	2.9	19.3	0.3	22.5
Discount (€/share)	3.7	3.7	18.3	-
Non-transferability restriction (€/share)	(5.1)	(5.1)	(5.1)	-
Opportunity cost (€/share)	-	0.7	-	-
COST FOR THE GROUP (IN MILLIONS OF EUROS)	-	13	4	18

The accounting impact of cash-settled Share Appreciation Rights income. At December 31, 2014, the fair value of the liability relating consists in recognizing a payable to the employee over the vesting to the 2010 and 2014 awards amounted to €1 million. period of the rights, with the corresponding adjustment recorded in

GDF SUEZ Group on September 30, 2019. performance shares vesting on March 14, 2019, without non-transferability period.

Each tranche is made up of instruments subject to two different performance conditions conditions:

^a market performance condition relating to GDF SUEZ's total III the new plans awarded by GDF SUEZ in 2014: share return compared to that of the Eurostoxx Utilities Eurozone index, as assessed between November 2014 and January 2018;

24.3 Bonus shares and performance shares an internal performance condition relating to Group net recurring income Group share in 2016 and 2017.

24.3.1 New awards in 2014 GDF SUEZ Bonus Share plan of December 11, 2014

As part of the employee share issue, bonus shares were awarded to GDF SUEZ Performance Share plan of December 10, ²⁰¹⁴ subscribers of the Link Classique plan (outside France) based on On December 10, 2014, the Board of Directors approved the one bonus share for the first ten shares subscribed, and then one allocation of 3.4 million performance shares to members of the bonus share for every four shares subscribed over and above the Group's executive and senior management into two tranches: first ten, up to a maximum of twenty bonus shares per beneficiary. A performance shares vesting on March 14, 2018, subject to a total of 125,142 bonus shares were awarded under this plan, further two-years non-transferability period; and subject to a condition requiring employees to be employed with the

24.3.2 Fair value of bonus share plans with or without

The following assumptions were used to calculate the fair value of

Allocation date	Vesting date	End of the lock-up period	Price at the award date	Expected dividend	Financing cost for the employee	Non- transferability cost	Market-related performance condition	Fair value per unit
February 26, 2014	March 14, 2016	March 14, 2018	€17.6	€1.0	7.8%	€1.9	no	€13.6
February 26, 2014	March 14, 2017	March 14, 2019	€17.6	€1.0	7.8%	€1.6	no	€12.9
Weighted fair value of the February 26, 2014 plan								€13.3
December 10, 2014	March 14, 2018	March 14, 2020	€19.5	€1.0	7.1%	€1.7	yes(1)	€11.8
December 10, 2014	March 14, 2019	March 14, 2019	€19.5	€1.0	7.1%	NA	yes(1)	€12.7
Weighted fair value of the December 10, 2014 plan								€12.1
December 11, 2014	December 10,December 10, 2019	2019	€19.4	€1.0	NA	NA	no	€13.4
Weighted fair value of the December 11, 2014 plan								€13.4

(1) Double performance condition.

24.3.3 Review of internal performance conditions applicable to leading to a decrease in the total expense recognized in relation to the plans the plans in accordance with IFRS 2.

In addition to the condition of continuing employment within the Performance conditions are reviewed at each reporting date. Due to Group, eligibility for certain bonus share and performance share a failure to meet performance criteria, the volume of January 2011 plans is subject to an internal performance condition. When this performance share plans was amended, and the Group recorded condition is not fully met, the number of bonus shares granted to income of €40 million. employees is reduced in accordance with the plans' regulations,

24.3.4 Free share plans with or without performance conditions in force at December 31, 2014, and impact on income

The expense recorded during the period on plans in effect was as follows:

			Expense for the period (in millions of euros)
Award date	Quantity awarded	Fair value per unit(1) (in euros)	Dec. 31, 2014	Dec. 31, 2013
GDF SUEZ share plans
Bonus share plans
GDF SUEZ July 2009 plan	3,297,014	20	-	2
Link August 2010 employer contribution plan	207,947	19	1	1
GDF SUEZ June 2011 plan	4,173,448	20	7	18
GDF SUEZ October 2012 plan	6,106,463	12	16	18
Link December 2014 employer contribution plan	125,142	13	-	-
Performance share plans
GDF SUEZ November 2009 plan	1,693,840	25	-	2
GDF SUEZ January 2011 plan	3,426,186	18	(38)	18
March 2011 GDF SUEZ Trading plan	57,337	23	-	-
GDF SUEZ December 2011 plan	2,996,920	11	10	10
GDF SUEZ Trading February 2012 plan	70,778	15	-	-
GDF SUEZ December 2012 plan	3,556,095	8	8	8
GDF SUEZ Trading February 2013 plan	94,764	9	-	-
GDF SUEZ December 2013 plan	2,801,690	8	6	-
GDF SUEZ Trading February 2014 plan	89,991	13	-	-
GDF SUEZ December 2014 plan	3,391,873	12	1	-
SUEZ Environnement Company share plans			-	6
TOTAL			10	83

(1) Weighted average value where applicable.

NOTE 25 Related party transactions

This note describes material transactions between the Group and The French State holds a golden share aimed at protecting France's

Transactions with joint ventures and associates are described in Public service engagements in the energy sector are defined by the Note 4 "Investments in entities accounted for using the equity method". law of January 3, 2003.

25.1 Relations with the French State and

related parties. critical interests and ensuring the continuity and safeguarding of supplies in the energy sector. The golden share is granted to the Compensation payable to key management personnel is disclosed French State indefinitely and entitles it to veto decisions taken by in Note 26 "Executive compensation". GDF SUEZ if it considers they could harm France's interests.

They are implemented by means of a public service contract dated Only material transactions are described below. December 23, 2009, which sets out the Group's public service obligations and the conditions for rate regulation in France:

as part of its public service obligations, the Group is reinforcing its commitments in terms of the protection of goods and individuals, with entities owned or partly owned by solidarity and assistance to low-income customers, sustainable the French State development and research;
regarding the conditions for rate regulation in France, a decree 25.1.1 Relations with the French State was published in connection with the contract redefining the overall regulatory framework for setting and changing natural gas The French State owns 33.29% of GDF SUEZ and appoints four rates in France. The mechanism as ^a whole provides clearer representatives to the Group's 17-member Board of Directors. direction on the conditions for changing regulated rates, notably through rate change forecasts based on costs incurred.

^A new public service contract between the Group and the French 25.2 Relations with the CNIEG (Caisse

Transmission rates on the GRTgaz transportation network and the Gazières) gas distribution network in France, as well as rates for accessing the

Following the creation on July 1, 2004 of the French gas and EDF and Non-Nationalized Companies (Entreprises Non electricity distribution network operator (EDF Gaz de France Nationalisées – ENN), are described in Note 20 "Post-employment Distribution), Gaz de France SA and EDF entered into an agreement benefits and other long-term benefits". on April 18, 2005 setting out their relationship as regards the distribution business. The December 7, 2006 law on the energy sector reorganized the natural gas and electricity distribution networks. ERDF SA, a subsidiary of EDF SA, and GrDF SA, a classified as joint operations subsidiary of GDF SUEZ SA, were created on January 1, ²⁰⁰⁷ and January 1, 2008, respectively, and act in accordance with the Transactions with joint arrangements classified as joint operations

State is currently under review. Nationale des Industries Électriques et

French LNG terminals, are all regulated. The Group's relations with the CNIEG, which manages all old-age, death and disability benefits for active and retired employees of the 25.1.2 Relations with EDF Group who belong to the special EGI pension plan, employees of

25.3 Transactions with joint arrangements

agreement previously signed by the two incumbent operators. within the Group did not have ^a material impact on the financial III statements at December 31, 2014.

NOTE 26 Executive compensation

Executive compensation presented below includes compensation for the Group's members of the Executive Committee and the Board of Directors.

The Executive Committee had 20 members in 2014 compared to 19 in 2013.

Their compensation breaks down as follows:

In millions of euros	Dec. 31, 2014	Dec. 31, 2013
Short-term benefits	25	30
Post-employment benefits	4	4
Shared-based payments	(2)	5
Termination benefits	7	7
TOTAL	33	46

NOTE 27 Working capital requirements, other assets and other liabilities

27.1 Composition of change in working capital requirements

In millions of euros	Change in working capital requirements at December 31, 2014	Change in working capital requirements at December 31, 2013(1)
Inventories	30	(137)
Trade and other receivables, net	(45)	54
Trade and other payables, net	1,125	689
Tax and employee-related receivables/payables	(782)	172
Margin calls and derivatives instruments hedging commodities relating to trading activities	(1,156)	(388)
Other	(393)	(481)
TOTAL	(1,221)	(91)

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

27.2 Inventories

In millions of euros	Dec. 31, 2014	Dec. 31, 2013(1)
Inventories of natural gas, net	2,269	2,489
CO2 emission allowances, green certificates and certificates of energy efficiency commitment, net	411	322
Inventories of commodities other than gas and other inventories, net	2,210	2,162
TOTAL	4,891	4,973

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

27.3 Other assets and other liabilities

Other current assets (€10,049 million) and other non-current assets (€557 million) mainly comprise tax receivables.

Other current liabilities (€14,370 million) and other non-current liabilities (€1,363 million) mainly include tax and employee-related liabilities.

NOTE 28 Legal and anti-trust proceedings

The Group is party to a number of legal and anti-trust proceedings December 24, 2009 on June 2, 2010. The Court of Cassation with third parties or with legal and/or administrative authorities delivered a ruling overturning the ruling of the Brussels Court of (including tax authorities) in the normal course of its business. Appeal on May 3, 2012.

Provisions recorded in respect of these proceedings totaled €891 28.1.3 La Compagnie du Vent million at December 31, 2014 (€871 million at December 31, 2013).

recognized as liabilities or give rise to contingent assets or liabilities.

28.1 Legal and arbitration proceedings

Electrabel, a GDF SUEZ company, filed international arbitration Chairman and Chief Executive Officer. Following the cancellation of proceedings against the Hungarian State before the International La Compagnie du Vent's first General Meeting on May 27, 2011 by Center for Settlement of Investment Disputes (ICSID) for breach of the Montpellier Appeal Court, a second General Meeting on obligations pursuant to the Energy Charter Treaty. The dispute November 3, 2011 finally appointed a new Chief Executive, who mainly pertains to the termination of a long-term power purchase was put forward by GDF SUEZ. agreement (the DUNAMENTI PPA") entered into between the power However, the main proceedings still pending are: (i) the legal plant operator DUNAMENTI Erőm^ű (former Group subsidiary proceedings launched against SOPER by La Compagnie du Vent disposed of on June 30, 2014) and MVM (a company controlled by before the Montpellier Commercial Court on August 23, 2011, the Hungarian State) on October 10, 1995. On November 30, 2012, which were aimed at ordering the latter to make good the the Court of arbitration rejected the Group's claims, except for the non-material harm suffered by La Compagnie du Vent as ^a result of claim based on the principle of fair and equitable treatment, on the undue use of minority influence through ^a payment of €500,000, which ^a ruling in principle is pending. If the Court of arbitration finds (ii) the legal proceedings relating to contractual responsibility and that Hungary breached the principle of fair and equitable treatment, negligence launched against GDF SUEZ by Jean-Michel Germa, at the final ruling setting the amount of damages due will be deferred the time when the latter was dismissed as Chairman and Chief to 2016, after the long-term agreement's initial termination date in Executive Officer of La Compagnie du Vent, before the Paris ²⁰¹⁵ in order to allow the court of arbitration to rule on said Commercial Court on February 15, 2012, (iii) the proceedings damages based on a detailed assessment of stranded costs.(1)

On July 10, 2007, three shareholders, Deminor and two other legal review of certain management decisions, in order to obtain funds, initiated proceedings before the Brussels Court of Appeal compensation, (iv) the proceedings launched by SOPER before the against SUEZ and Electrabel under which they sought additional Paris Commercial Court on January 18, 2013, with a view to consideration following the squeeze-out bid launched by SUEZ in ordering GDF SUEZ to pay compensation of around €214 million to June 2007 on Electrabel shares that it did not already own. The SOPER as a result of the alleged breach of the agreement and of

Following the appeal brought by Deminor and others on May 22, launched by SOPER before the Paris Commercial Court on May 16, 2009, the Court of Cassation overturned the ruling of the Brussels 2013 with the aim that GDF SUEZ be forbidden from exercising the Court of Appeal on June 27, 2011. In a subpoena dated share subscription warrants under the terms and conditions set out December 28, 2012, Deminor and others launched proceedings in the partners' agreement, claiming that GDF SUEZ prevented La against GDF SUEZ before the Brussels Court of Appeal, sitting in a Compagnie du Vent from attaining the performance targets to be different formation, in order for the Court to rule on their claim for met to exercise these warrants. additional consideration. The trial stage of the proceedings ended Regarding the put option on the 5% interest in La Compagnie du

A similar demand for additional consideration, submitted to the following the contractually agreed procedure. These shares were Brussels Court of Appeal by Messrs. Geenen and others, but transferred on February 18, 2013. On April 26, 2013, SOPER without naming Electrabel and the FSMA (Autorité belge des brought another action before the Paris Commercial Court seeking services et marchés financiers, formerly the Commission bancaire, the cancellation of the expert's report and the appointment of a new financière et des assurances) as defendants, was dismissed on expert to set the price of the shares. The case has been brought December 24, 2009 on procedural grounds. Mr Geenen lodged an before the Créteil Commercial Court. appeal before the Court of Cassation against the ruling of

On November 27, 2007, GDF SUEZ acquired ^a 56.84% stake in La The main legal and arbitration proceedings presented hereafter are Compagnie du Vent, with the original owner SOPER retaining a 43.16% stake. At the time of the acquisition, the founder of the company (and owner of SOPER), Jean-Michel Germa, remained the Chairman and Chief Executive Officer of La Compagnie du Vent. GDF SUEZ currently holds a 59% stake in La Compagnie du Vent.

28.1.1 Electrabel – Hungarian State Since 2011, GDF SUEZ has been involved in various disputes with Jean-Michel Germa and SOPER regarding Mr Germa's dismissal as III

launched against GDF SUEZ, La Compagnie du Vent and the 28.1.2 Squeeze-out bid for Electrabel shares current Chairman and Chief Executive by SOPER before the Montpellier Commercial Court on May 21, 2012, which request a Court of Appeal dismissed the application on December 1, 2008. the partners' agreement signed in 2007, and (v) the proceedings

on October 15, 2014 and the deliberations have commenced. Vent held by SOPER, the price of the shares was set by an expert

(1) See also Note 28.2.3 "Long-term Power Purchase Agreements in Hungary".

Legal proceedings regarding Decree No. 2013-400 of May 16, 2013 The petition was rejected. amending Decree No. 2009-1603 of December 18, 2009 relating to

In July 2013, ANODE, the French national energy retailers units at the Vado Ligure thermal power plant, some of which have association (Association nationales des opérateurs détaillants en been appealed before the Administrative Court. énergie) launched an appeal with the Conseil d'État requesting the annulment of Decree No. 2013-400 of May 16, 2013 amending 28.1.7 Argentina

ANODE contends that the regulated natural gas tariff framework is and SUEZ Environnement entered into an agreement providing for inconsistent with the objectives of Directive 2009/73/EC concerning the economic transfer to SUEZ Environnement of the rights and common rules for the natural gas internal market, and Article 106.1 obligations relating to the ownership interest held by SUEZ in Aguas of the Treaty on the Functioning of the European Union. On Argentinas (AASA) and Aguas Provinciales de Santa Fe (APSF).

In December 2011, the Belgian Gas and Electricity Regulation Buenos Aires and Santa Fe, launched two arbitration proceedings Commission (Commission de Régulation de l'Électricité et du Gaz – CREG) approved the tariff proposal submitted by the electricity before the ICSID. The purpose of these proceedings is to enforce transmission grid operator, ELIA SYSTEM OPERATOR, for the concession contract clauses in accordance with the 2012-2015 period. Electrabel objects to two main aspects of this France-Argentine Bilateral Investment Protection Treaties. proposal: (i) the application of injection tariffs for use of the grid and

Electrabel launched proceedings before the Brussels Court of concession, as ^a consequence of measures taken by the Appeal to cancel the CREG's decision. On February 6, 2013, the Argentinean State following the adoption of the above-mentioned Brussels Court of Appeal overturned the CREG's decision of Emergency Act. The hearings for both proceedings took place in December 22, ²⁰¹¹ in its entirety (ex tunc and with erga omnes 2007. Alongside the ICSID proceedings, the concession operators effect). On May 24, 2013, the CREG appealed the decision handed AASA and APSF were forced to launch proceedings to terminate down by the Brussels Court of Appeal on February 6, 2013 before their concession contracts before the local administrative courts. the Court of Cassation. The proceedings are ongoing.

Consequently, and in the absence of regulated tariffs, ELIA concession-holding companies since the Emergency Act, APSF submitted another tariff proposal (covering the period between ²⁰¹² announced at its Shareholders' Meeting of January 13, ²⁰⁰⁶ that it and 2015) which was approved by the CREG on May 16, 2013. was filing for bankruptcy. However, proceedings to overturn this decision by the CREG were ". As part of again launched before the Brussels Court of Appeal on June 14, this procedure, ^a settlement proposal involving the novation of 2013, this time by the Federation of Belgian Industrial Energy AASA's admissible liabilities, approved by creditors and confirmed Consumers (Febeliec). Electrabel intervened in these proceedings in by the bankruptcy court on April 11, ²⁰⁰⁸ enabled the settlement of order to defend the tariffs that were approved on May 16, 2013 and some of these liabilities. The proposal provides for an initial payment submitted its pleadings on October 30, 2013. The case was heard of 20% of these liabilities(2) (upon confirmation), and ^a second on September 17, 2014.

Agbar decided to financially support AASA in making this initial On March 11, 2014, following the publication of ^a number of articles payment and paid sums of USD 6.1 million and USD 3.8 million in the press and at the request of the Prosecutor, the court of respectively, at the time of confirmation. Savona seized and closed down the VL3 and VL4 coal-fired By two decisions dated July 30, 2010, ICSID recognized the liability production units at the Vado Ligure thermal power plant belonging of the Argentinean State in the termination of water distribution and to Tirreno Power S.p.A. (TP), a company which is 50%-owned by treatment concession contracts in Buenos Aires and Santa Fe. The the GDF SUEZ Group and accounted for using the equity method. amount of damages to be paid in compensation for the losses This decision was taken as part of a criminal investigation into sustained is to be set by experts. environmental infringements, public health risks and breaches of the

28.1.4 Freeze of regulated natural gas tariffs in France IPPC (Integrated Pollution Prevention and Control) license. On May 14, 2014, TP filed a petition for the annulment of the decision.

At the same time, the Italian Ministry for the Environment (MATTM) regulated natural gas tariffs carried out administrative procedures regarding various production

Decree No. 2009-1603 of December 18, ²⁰⁰⁹ relating to regulated As ^a reminder, prior to the merger of SUEZ and Gaz de France and natural gas tariffs. the stock market listing of SUEZ Environnement Company, SUEZ

December 15, 2014, the Conseil d'État ordered ^a stay of In Argentina, the Public Emergency and Exchange Regime Reform proceedings pending the Court of Justice of the European Union's Act (Emergency Act), enacted in January 2002, froze concession preliminary ruling on these matters. contract tariff increases by preventing the application of tariff 28.1.5 Objection to the CREG's approval of Elia's injection indexation clauses in the event of a loss in value of the Argentine peso against the US dollar. In 2003, SUEZ (now GDF SUEZ) and its tariffs joint shareholders, water distribution concession operators in against the Argentinean State, in its capacity as concession grantor,

These ICSID arbitration proceedings aim to obtain compensation for (ii) the injection tariffs for ancillary services. the loss in value of investments made since the start of the

However, due to a decline in the financial position of the

At the same time, AASA filed for "Concurso Preventivo(1) payment of 20% in the event that compensation is obtained from 28.1.6 Italy - Vado Ligure the Argentinean State. As controlling shareholders, GDF SUEZ and

⁽¹⁾ Similar to the French bankruptcy procedure

⁽²⁾ Approximately USD 40 million.

A first independent report regarding the Buenos Aires concession 28.1.9 Cofely España was submitted to the ICSID in September 2013, followed by the On October 27, 2014, proceedings were brought against ^a number independent expert's report on the Santa Fe concession in of Cofely España employees under the Spanish legal system in April 2014. ^A series of hearings took place between the end of July connection with an investigation into the awarding of contracts.

On January 17, 2012, Fosmax LNG(1) and 27.5%-owned by Total, submitted ^a request for arbitration to imposed ^a €250 million tax on nuclear power generators. Electrabel, the ICC International Court of Arbitration against a consortium

The dispute relates to the construction of the LNG terminal March 30, 2010. In addition, the tax was renewed for 2009(2) belonging to Fosmax LNG to be used for LNG unloading, storage, and 2011(4) then doubled in 2012, 2013 and 2014. Electrabel has

turnkey contract entered into on May 17, 2004, which included between the Belgian State and the Group, this tax should not have related to the extension of the period over which certain nuclear the work was September 15, 2008, subject to late payment penalties. power facilities are operated.

difficulties. nuclear contributions paid between 2008 and 2011 on the grounds In view of the fact that STS refused to complete part of the works and delivered an incomplete terminal with an 18-month that they should be deemed illegal and were thus received delay, Fosmax LNG contracted other companies unlawfully by the Belgian State. In April 2014, the Brussels Court of to complete the

launched an appeal against this decision before the Brussels Court Fosmax LNG instituted arbitration proceedings under the aegis of of Appeal on May 20, 2014. The proceedings are currently ongoing. the ICC, seeking compensation for the losses sustained. Fosmax LNG submitted its statement of claim on October 19, 2012. STS On June 11, 2013, Electrabel filed an appeal with the Belgian Constitutional Court seeking the partial annulment of the law of filed its statement of defence and counterclaims on January 28, 2013. After the parties exchanged their pleadings in accordance December 27, 2012 amending the law of April 11, 2003 governing with the procedure, the hearings took place at the arbitration court the provisions for dismantling nuclear power plants and the

articles establishing ^a €550 million contribution payable by operators On February 13, 2015, the arbitration court delivered its award, of nuclear plants for 2012, of which €479 million to be borne by according to which STS must pay Fosmax LNG: (i) late payment Electrabel. On July 17, 2014, the Belgian Constitutional Court penalties of €48.2 million plus interest; (ii) €19.1 million in costs rejected the claim filed by Electrabel. related to setbacks, disturbances and defects at the construction site; and (iii) €1.4 million in relation to downpayments made by On June 12, 2014, Electrabel filed an appeal with the Belgian Fosmax LNG. Constitutional Court seeking the partial annulment of the law of In turn, Fosmax LNG must pay STS: (i) €87.9 million plus interest for additional expenses (related to the construction of December 26, 2013 amending the law of April 11, 2003 governing the terminal, engineering, supervision and other completion costs) the provisions for dismantling nuclear power plants and the incurred by STS to finish the work; (ii) €36.2 million plus interest management of irradiated fissile materials, and in particular, the corresponding articles establishing a €481 million contribution payable by operators to the amount of the first demand guarantee called by Fosmax LNG of nuclear plants for 2013, of which €421 million to be borne by to finance the public work contract; and (iii) €3.9 million plus Electrabel. The proceedings are currently ongoing. interest for STS invoices unpaid by Fosmax LNG. Excluding interest, Fosmax LNG must therefore settle a total net Lastly, on September 5, 2014, Electrabel lodged a complaint in

and early August 2014. The proceedings are currently ongoing. Cofely España was subsequently placed under investigation.

28.1.8 Fos Cavaou – Construction 28.1.10 Objection to Belgian nuclear contributions

, 72.5%-owned by ELENGY The December 22, ²⁰⁰⁸ program act (loi-programme) provisions a GDF SUEZ Group company, filed an appeal with the Belgian consisting of SOFREGAZ, TECNIMONT SpA and SAIPEM SA (STS). Constitutional Court, which rejected this claim by ^a decision dated , 2010(3) regasification and injection in the gas transportation network. therefore paid a total of €2.16 billion in this respect. Pursuant to a The terminal was constructed by STS under a fixed lump-sum Memorandum of Understanding signed on October 22, 2009 been renewed but should have been replaced by ^a contribution III construction work and supplies. The deadline for the completion of

The performance of the contract was marked by a series of In September 2011, Electrabel requested a reimbursement of the construction of that part of the works in 2010. First Instance dismissed the claim filed by Electrabel, which

from November 18 to 22, 2013. management of irradiated fissile materials, and in particular, the

amount of €59.2 million. respect of nuclear contributions with the European Commission alleging that between 2008 and 2013, the Belgian State granted illegal State aid to power generators that were not subject to such contributions. The Commission is currently examining the complaint, which has been expanded to cover the 2014 contribution.

The law of December 19, 2014 provides for a €470 million contribution payable by operators of nuclear plants for 2014, of which €407 million to be borne by Electrabel.

(4) Law of January 8, 2012.

⁽¹⁾ Formerly Société du Terminal Méthanier de Fos Cavaou.

⁽²⁾ Law of December 23, 2009.

⁽³⁾ Law of December 29, 2010.

license. The Belgian Energy Authority has upheld its previous submitted ^a request for arbitration to the ICC International Court of position and has assessed tax for seven facilities in respect of 2012, Arbitration against Electrabel. E.On is seeking (i) the payment by ²⁰¹³ and 2014, totaling €67.5 million for each year. Electrabel is Electrabel of ^a portion of the German nuclear contribution in the disputing these taxes via an administrative claim, and by appealing amount of approximately €35.9 million plus interest and (ii) the to the Brussels Court of First Instance. In ^a ruling of September 24, repayment of the Belgian nuclear contribution paid by E.On in the

On December 9, 28.1.15 Claim by the French tax authorities 2014, Greenpeace filed an application for interim measures to the Brussels Court of First Instance. The application In their tax deficiency notice dated December 22, 2008, the French claims that the Belgian State and the Federal Agency for Nuclear tax authorities questioned the tax treatment of the non-recourse Control (Autorité Fédérale de Contrôle Nucléaire) breached some of sale by SUEZ of ^a withholding tax (précompte) receivable in ²⁰⁰⁵ their obligations at international level in allowing the lifetime of the for an amount of €995 million. On July 7, 2009, they informed Tihange ¹ plant to be extended. Electrabel joined the proceedings in GDF SUEZ SA that they maintained their position, which was order to argue its position. The case will be heard on March 16, confirmed on December 7, 2011. 2015.

On February 13, 2013, the Group, via its subsidiary International précompte was incompatible with EU law in accordance with the Power, disposed of 80% of IP Maestrale and its subsidiaries to the Court of Justice of the European Union's position. However, the court significantly reduced the amount awarded to SUEZ in respect Italian company ERG.

Administrative Court adopted an identical position for the amounts Consolidated Holdings Limited, ^a GDF SUEZ company, that the claimed by SUEZ in respect of the 2002/2003 and ²⁰⁰⁴ fiscal Italian Ministry of Economic Development had revoked the subsidies years. GDF SUEZ appealed this decision and also intends to appeal permitted under the "Maestrale" law no. 488/1192 by ^a decree. the Paris Appeal Court's decision. Pursuant to this decree, the companies concerned must repay the subsidies that have been paid up until now, plus interest, within sixty At the same time, in November 2014 the European Commission

principles recommended by the Conseil d'État for calculating the subsidies, ERG is seeking from the Group the repayment of losses amounts to be refunded. The Commission has asked the French incurred (around €45.8 million) pursuant to the agreement for the State for clarification. sale of the companies concerned.

28.1.16 Claim by the Dutch tax authorities 28.1.14 Claims by the Belgian tax and energy authorities

came into force in 2007, the Dutch tax authorities refuse the €356 million on unused facilities from Electrabel for the period deductibility of ^a portion of the interest paid on financing contracted between ²⁰⁰⁶ and 2011. Given the ruling issued by the Brussels for the acquisition of investments made in the Netherlands in 2000. Court of First Instance on February 17, ²⁰¹⁰ regarding the tax for The amount of tax and default interest claimed up until facilities that were not used between ²⁰⁰⁶ and 2008, which is very December 31, ²⁰⁰⁸ amounts to €127 million. An appeal has been largely in its favor, Electrabel has filed ^a return for the only facility filed against these tax claims. On December 22, ²⁰¹⁴ and that it believes should be subject to this tax for 2009, 2010, and January 28, 2015, respectively, the Dutch tax authorities issued tax 2011. Meanwhile, the Authority has upheld its previous position and assessments for the ²⁰⁰⁹ and ²⁰¹⁰ fiscal years. The amount of tax has assessed tax for seven facilities (including the facility declared) and default interest claimed in respect of the interest deductibility for each of those years. Electrabel initially opposed these taxes via an administrative claim, and then by submitting an appeal to the appeal will be filed against these tax assessments. The total amount Brussels Court of First Instance. The Belgian State appealed the of tax and default interest assessed up until December 31, ²⁰¹⁰ Court's decision of February 2010 in July 2014. The proceedings are currently ongoing. Electrabel has not paid the tax for 2009 and 2010, as it considered that it was assessed late. However, it has paid an amount of €6.25 million in respect of the 2011 tax for the

28.1.11 Claim by E.On regarding nuclear contributions in declared facility. Electrabel has not submitted a return for either Germany and Belgium 2012, 2013 or 2014, as the only facility likely to be subject to the tax on unused facilities no longer has an electricity generation operating On November 26, 2014, E.On Kernkraft GmbH (hereinafter "E.On") ²⁰¹⁴ concerning the payment of tax on unused facilities in 2009, amount of approximately €200 million plus interest. the Court ordered an expert testimony to be given on the technical 28.1.12 Tihange 1 – Belgium constraints based on which these sites may be ineligible for the tax.

Regarding the dispute about the précompte itself – in respect of 28.1.13 Wind farms Maestrale - Italy which the receivable was sold – in ²⁰¹⁴ the Paris Court of Appeal followed the Conseil d'État's case law by recognizing that the of the 1999, 2000, and ²⁰⁰¹ fiscal years. The Cergy Pontoise On November 5, 2014, ERG informed International Power

days of notification to do so. formally recognized the validity of the arguments put forward by GDF SUEZ and several other French taxpayers against the Further to the acquisition of the companies that benefited from said

Based on ^a disputable interpretation of ^a statutory modification that The Belgian Energy Authority has claimed ^a total amount in tax of amounts to €53.6 million for 2009 and €29.6 million for 2010. An amounts to €210.2 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 28 LEGAL AND ANTI-TRUST PROCEEDINGS

binding. This decision by the Commission put an end to the subsidiary of the Total Group, under an agreement entered into on proceedings initiated in May 2008. GDF SUEZ, GRTgaz and October 17, ²⁰⁰⁴ (the "Agreement"), and asked for ^a review of the ELENGY are continuing to fulfill the commitments under the contractual price with effect from May 1, 2011. As the negotiations supervision of ^a trustee (Advolis) approved by the European with TEGAZ were not successful, GDF SUEZ submitted the dispute Commission. involving the review of the contractual price to ^a panel of experts, in 28.2.2 Compagnie Nationale du Rhône March 2012, in accordance with the Agreement. On June 5, 2012, TEGAZ gave notice of a dispute regarding the interpretation of On June 10, 2009 the European Commission decided to impose a certain clauses in the aforementioned Agreement, which was the fine of €20 million on Electrabel, GDF SUEZ Group, for (i) having subject of arbitration proceedings, in accordance with the

After the parties exchanged their pleadings, the hearings regarding acquisition before its authorization by the European Commission. the interpretation of certain provisions of the purchase agreement The decision was handed down further to ^a statement of objections (the "Agreement") took place at the arbitration court between sent by the European Commission on December 17, 2008, to which on May 13, 2014, dismissed all of TEGAZ's claims regarding the February 16, 2009. On August 20, ²⁰⁰⁹ Electrabel brought an interpretation of the Agreement, particularly those concerning the action for annulment of the Commission's decision before the

The expertise proceedings in the dispute regarding the review of the 2012, the Court rejected the appeal against the European contractual price have resumed. On February 7, 2015, the panel of Commission's decision in its entirety. Electrabel has appealed the experts gave a first favorable response to the Group's request to Court's decision before the Court of Justice of the European Union, review the contract price of natural gas purchased from May 1, which rejected the appeal on July 3, 2014. The Commission's 2011 to October 31, 2014 under the natural gas supply agreement decision is therefore now final. with TEGAZ. The panel of experts confirmed that the request for price review addressed by the Group was justified and determined a 28.2.3 Long-term Power Purchase Agreements in Hungary new contractual pricing formula, therefore granting ^a price decrease The European Commission handed down ^a decision on

28.2 Competition and concentration

terminate these agreements, recover the related State aid from the decision to initiate formal proceedings against Gaz de France for ^a power generators and, when necessary, to indemnify the parties to suspected breach of EU rules pertaining to abuse of dominant the agreements via ^a compensation mechanism for stranded costs. position and restrictive business practices. The proceedings relate The set-off mechanism was approved by the European Commission to ^a combination of long-term transport capacity reservation and ^a on April 27, 2010. The Hungarian government then passed ^a law network of import agreements, as well as potential underinvestment

On June 22, 2009, the Commission sent GDF SUEZ, GRTgaz and State aid. DUNAMENTI Erőmű brought an action before the Court ELENGY a preliminary assessment in which it alleged that of the European Union on April 28, 2009 for annulment of the GDF SUEZ might have abused its dominant position in the gas Commission's decision of June 4, 2008. The hearing took place on sector by foreclosing access to gas import capacity in France. On May 15, 2013 and the European Commission's decision was June 24, 2009, GDF SUEZ, GRTgaz and ELENGY offered upheld by the Court in its ruling of April 30, 2014. On June 30, commitments in response to the preliminary assessment, while 2014, Electrabel sold its interest in DUNAMENTI Erőmű, preserving

These commitments were submitted to a market test on July 9, Court of Justice. On July 17, 2014, DUNAMENTI Erőmű and 2009, following which the Commission informed GDF SUEZ, Electrabel appealed the decision before the Court of Justice of the GRTgaz and ELENGY of how third parties had responded. On European Union. The appeal is pending and the Court has not yet October 21, 2009, GDF SUEZ, GRTgaz and ELENGY filed amended announced when it will deliver its decision. commitments aimed at facilitating access to and competition on the

28.1.17 Total Energie Gaz French natural gas market. On December 3, 2009, the Commission adopted ^a decision that rendered these commitments legally GDF SUEZ buys natural gas from Total Energie Gaz (TEGAZ), ^a

acquired Compagnie Nationale du Rhône (CNR) at the end of 2003, regulations of the French Arbitration Association (AFA). without notifying the Commission (ii) and for having carried out this January ²⁷ and January 30, 2014. The award, which was delivered III Electrabel responded in its observations in reply filed on provisions pertaining to the review of the contractual price. General Court of the European Union. In its ruling of December 12,

to the Group. June 4, 2008, according to which the long-term Power Purchase Agreements entered into between power generators and the Hungarian State, which were in force at the time of Hungary's accession to the European Union, in particular the agreement between DUNAMENTI Erőmű (a former group subsidiary) and MVM, 28.2.1 "Accès France" proceedings constituted illegal State aid, incompatible with the Treaty on the Functioning of the European Union. It asked the Hungarian State to On May 22, 2008, the European Commission announced its providing for the termination of the Power Purchase Agreements in transport and import infrastructure capacity. with effect from December 31, 2008 and the recovery of the related expressing their disagreement with the conclusions it contained. nonetheless the rights that could arise from the appeal before the

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 29 SUBSEQUENT EVENTS

On April 27, 2010, the European Commission handed down a insignificant quantity of its reserves (50 MW, i.e., less than 0.5% of decision approving the State aid payable by DUNAMENTI Erőmű its capacity) on the short-term wholesale market at a price that and the amount of its stranded costs and allowing DUNAMENTI generated an unjustified margin. As no appeal was filed, the Erőmű to offset the State aid deemed illegal and the stranded costs. College's decision is final. The set-off mechanism exempted DUNAMENTI Erőmű from the obligation to pay back the State aid deemed illegal. In 2015, at the 28.2.5 Gas and electricity supply markets in France initial expiration date of DUNAMENTI Erőmű's long-term Power On April 15, 2014, Direct Energie lodged a complaint with the Purchase Agreement, Hungary will recalculate the amount of competition authorities against GDF SUEZ for alleged abuse of a stranded costs, which could result in DUNAMENTI Erőmű having to dominant position on the gas and electricity supply markets, as well reimburse aid at that time(1)

Furthermore, on January 10, 2014, DUNAMENTI Erőmű and its The hearing concerning the interim protective measures was held main shareholder Electrabel filed an action before the General Court on July 9, 2014 and the competition authority rendered a decision of the European Union seeking damages from the European on September 9, 2014. Commission in the event that the decision of June 4, ²⁰⁰⁸ should As ^a protective interim measure and pending ^a decision on the be annulled. The Court rejected the action on November 13, 2014. merits, the authority ordered GDF SUEZ to grant, upon request and Electrabel and DUNAMENTI Erőm^ű appealed the decision before at its own cost, to companies in possession of ^a ministerial the European Court of Justice on January 23, 2015. The appeal is authorization to provide natural gas, access to certain information pending and the Court has not yet announced when it will deliver its regarding customers subject to regulated natural gas tariffs in decision. objective, transparent and non-discriminatory conditions.

natural gas market offerings. Authority organized raids on several companies operating in Belgium's electricity wholesale market, including Electrabel, a GDF SUEZ appealed this decision on September 19, 2014. The

upheld the competition authority's decision, but amended the Belgian competition authority) submitted ^a draft decision to the following points: the date for access to the required information has President of the Belgian competition authority(2) as well as to been deferred to November 13, ²⁰¹⁴ for legal entities and to Electrabel. The draft decision, which confirmed the Auditorat's January 15, ²⁰¹⁵ for individuals; residential customers and the report filed on February 7, 2013, alleged that Electrabel may have professionals acting as contact person for ^a legal entity were abused its dominant position(3) . Electrabel formally disputed these informed before the information was disclosed and had five days to allegations in written observations and at the hearing before the oppose the disclosure; the wording of the letter required to be sent College of Competition Prosecutors on May 20, 2014.

In its decision of July 18, 2014, the College found that Electrabel the decision on the merits. had abused its dominant position and ordered it to pay a fine of GDF SUEZ has appealed the decision handed down by the Court of €2 million. The College dismissed most of the claims brought by the Appeal before the Court of Cassation. Auditorat against Electrabel. It considered, on the one hand, that Electrabel had not sought to underuse its capacity and, on the other GDF SUEZ is currently implementing the interim measures imposed hand, that it had fully satisfied its contractual obligations with by the authorities in order to comply with the requirements of the respect to ELIA, the electricity transmission grid operator. The decision and, therefore, provides access to the information in the College simply held that Electrabel may have marginally sold an files concerned to alternative suppliers at their request.

. as a request for protective interim measures.

28.2.4 Inquiry into the Belgian electricity wholesale market In the event that this order is not fulfilled by the specified date, GDF SUEZ will be required to suspend all commercialization of its In September 2009 and June 2010, the Belgian Competition

GDF SUEZ company. hearing was held on October 9, 2014 and the Paris Court of Appeal rendered ^a decision on October 31, 2014. The Court of Appeal On November 29, ²⁰¹³ Auditorat (the prosecuting body of the to residential customers was changed slightly so as not to prejudge

NOTE 29 Subsequent events

No significant subsequent events have occurred since the closing of the accounts at December 31, 2014.

(3) The Authority's new decision-making body.

⁽¹⁾ Refer also to Note 28.1.1 "Legal and arbitration proceedings/Electrabel – Hungarian State".

⁽²⁾ Further to the entry into force on September 6, 2013 of the law of April 3, 2013, inserting additional clauses into Books IV and V of the Belgian Code of Economic Law (Code de droit économique), the Belgian Competition Authority has replaced the previous competition authority.

NOTE 30 Fees paid to the statutory auditors and to members of their networks

Pursuant to Article 222-8 of the Regulation of the Financial Market The General Assembly of GDF SUEZ SA of April 28, 2014 decided Authority, the following table presents information on the fees paid to renew the mandate of Statutory Auditors Deloitte and EY firms for by GDF SUEZ SA, its fully consolidated subsidiaries and joint a period of six years covering the years 2014-2019. operations to each of the auditors in charge of controlling the annual and consolidated accounts of GDF SUEZ Group.

	EY					Deloitte				Mazars
	Amount		%		Amount		%		Amount	%
In millions of euros	2014	2013(1)	2014	2013(1)	2014	2013(1)	2014	2013(1)	2013(1)	2013(1)
Audit
Statutory audit, attest engagements and review of consolidated and parent company financial statements
• GDF SUEZ SA	1.9	1.9	17.7%	16.3%	1.2	1.1	8.5%	6.2%	1.1	25.2%
• Fully consolidated subsidiaries and joint operations	6.8	7.8	63.6%	68.8%	11.1	14.3	76.7%	76.9%	2.6	59.7%
Other audit-related procedures and services
• GDF SUEZ SA	0.4	0.3	3.7%	2.7%	0.7	0.8	4.5%	4.3%	0.1	3.3%
• Fully consolidated subsidiaries and joint operations	1.0	0.6	9.3%	5.1%	0.9	1.1	6.1%	6.2%	0.5	11.5%
SUB-TOTAL	10.1	10.6	94.4%	92.9%	13.8	17.3	95.8%	93.5%	4.4	99.7%
Other services
• Tax	0.6	0.7	5.6%	6.0%	0.5	0.8	3.2%	4.5%	-	-
• Other	-	0.1	-	1.0%	0.1	0.4	1.0%	2.0%	-	0.3%
SUB-TOTAL	0.6	0.8	5.6%	7.1%	0.6	1.2	4.2%	6.5%	-	0.3%
TOTAL	10.7	11.4	100%	100%	14.4	18.5	100%	100%	4.4	100%

(1) Comparative data at December 31, 2013 have been restated due to the application of the consolidation standards (see Note 2).

2013 fees include fees from the SUEZ Environnement business line until July 22, 2013, date of the loss of control of SUEZ Environnement Company by the Group (see Note 5.7).

NOTE 31 Information regarding Luxembourg and Dutch companies exempted from the requirement to publish annual financial statements

Some companies in the Energy Europe and Other business lines do The companies exempted are: GDF SUEZ Energie Nederland NV, not publish annual financial statements pursuant to domestic GDF SUEZ Energie Nederland Holding BV, Electrabel Nederland provisions in Luxembourg law (article 70 of the Law of Retail BV, Electrabel United Consumers Energie BV, Epon December 19, 2002) and Dutch law (article 403 of the Civil Code) Eemscentrale III BV, Epon Eemscentrale IV BV, Epon Eemscentrale relating to the exemption from the requirement to publish audited V BV, Epon Eemscentrale VI BV, Epon Eemscentrale VII BV, annual financial statements. Epon Eemscentrale VIII BV, Epon International BV,

Epon Power Engineering BV, GDF SUEZ Portfolio Management BV, Electrabel Invest Luxembourg, GDF SUEZ Corp Luxembourg SARL, GDF SUEZ Treasury Management SARL and GDF SUEZ Invest International SA.

Our values

drive commitment daring cohesion

A public limited company with a share capital of 2,435,285,011 euros Corporate headquarters: 1, place Samuel de Champlain 92400 Courbevoie - France Tél. : +33 (0)1 44 22 00 00 Register of commerce: 542 107 651 RCS PARIS VAT FR 13 542 107 651

gdfsuez.com

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1286_10-k_2015-02-26_bda1369b-cef6-424c-8e8d-7ddb8cd84105.pdf

I MANAGEMENT REPORT 1

CONSOLIDATED FINANCIAL STATEMENTS 21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29

MANAGEMENT REPORT

I.1 REVENUES AND EARNINGS TRENDS I

EBITDA TRENDS

MANAGEMENT REPORT I.1 REVENUES AND EARNINGS TRENDS

I.2 BUSINESS TRENDS I

I.2.1 Energy International

Asia-Pacific

I.2.2 Energy Europe

VOLUMES SOLD BY THE BUSINESS LINE

Central Western Europe (CWE) and almost 5.7 million electricity customers.

CWE FRANCE

VOLUMES SOLD IN FRANCE

FRANCE CLIMATIC ADJUSTMENT

CWE BENELUX & GERMANY

SOUTHERN & EASTERN EUROPE

I.2.3 Global Gas & LNG

I.2.4 Infrastructures

I.2.5 Energy Services

I.2.6 Other

I.3 OTHER INCOME STATEMENT ITEMS

I.4 CHANGES IN NET DEBT I

I.4.1 Cash generated from operations before income tax and working capital requirements

I.4.2 Change in working capital requirements

I.4.3 Net investments

I.4.4 Dividends and movements in treasury stock

I.4.5 Net debt at December 31, 2014

I.5 OTHER ITEMS IN THE STATEMENT OF FINANCIAL POSITION

I.6 PRO FORMA FINANCIAL STATEMENTS INCLUDING THE SUEZ I ENVIRONNEMENT COMPANY GROUP AS AN ASSOCIATE

INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2013

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013

I.7 PARENT COMPANY FINANCIAL STATEMENTS I

INFORMATION RELATING TO SUPPLIER PAYMENT DEADLINES

I.8 OUTLOOK

II CONSOLIDATED FINANCIAL STATEMENTS

INCOME STATEMENT

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF FINANCIAL POSITION

ASSETS

LIABILITIES

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 Accounting standards and methods

1.1.1 IFRS standards, amendments and IFRIC interpretations Annual Improvements to IFRSs 2011-2013. applicable in 2014

those described in § 1.1.1 below. effective in 2015 and that the Group has elected not to early adopt in 2014

1.2 Measurement and presentation basis 1.3.1.1 Measurement of the fair value of assets acquired and liabilities

1.3 Use of estimates and judgment

1.3.1 Estimates goodwill CGU.

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING STANDARDS AND METHODS

1.3.1.3 Estimates of provisions

1.3.2 Judgment

1.4.1 Scope and methods of consolidation

1.4.2.1 Presentation currency of the consolidated financial statements

III NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 ACCOUNTING STANDARDS AND METHODS

1.4.5.1 Initial recognition and subsequent measurement and useful lives as set out below.

mineral resources arrangements.

1.4.11 Financial instruments set out in IAS 39.

1.4.11.3 Derivatives and hedge accounting

may be valued based on internal assumptions; Equity-settled instruments: bonus share plans and performance shares

NOTE 2 Impact of applying the new consolidation standards to the comparative 2013 financial statements

2.1 Impacts of the application of IFRS 10

2.2 Changes in the presentation of the

2.3 Restatement of 2013 comparative data

2.3.1 Income statement for the year ended December 31, 2013

2.3.2 Statement of comprehensive income for the year ended December 31, 2013

2.3.3 Statement of financial position at January 1, 2013

2.3.4 Statement of financial position at December 31, 2013

2.3.5 Statement of cash flows for the year ended December 31, 2013

2.3.6 Impacts on certain key indicators

RECONCILIATION OF EBITDA – CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD

NET DEBT

NOTE 3 Main subsidiaries at December 31, 2014

equity method and "NC" indicates non-consolidated entities. December 31, 2014

ENERGY INTERNATIONAL BUSINESS LINE

I MANAGEMENT REPORT ¹

after ^a consultation period. when assessing control

4.3 Other information on investments - ^a performance bond for USD 1,230 million (€1,013 million),