ENGIE

Earnings Release • Jul 31, 2014

July 31st, 2014

H1 2014 results

• Solid H1 2014 results despite a number of exceptional elements: very unfavorable hydrological conditions in Latin America, extremely warm weather in France and decision to temporarily halt Doel 3 and Tihange 2 plants
• Excluding weather effect in France and 2013 gas tariff adjustment, net recurring income, Group share, is increasing by + 6.7%
• Net debt is maintaining its downward trend to EUR 26.0bn in particular through a strong cash flow generation in increase by more than 12% and through the impact of an hybrid bond

2014 financial targets confirmed

(2013 figures pro forma with equity consolidation of Suez Environnement as of January 1st, 2013 and restated under IFRS 10-11)	June 30, 14 (in € bn)	Gross variation	Organic variation	Variation excluding weather & tariff*
Revenues	39.4	-6.3%	-5.4%	-0.6%
Ebitda	6.6	-14.2%	-9.9%	-0.3%
Current operating income1	4.3	-14.4%	-9.6%	+5.8%
Net recurring income, Group share2	2.1	-12.6%		+6.7%
Net income, Group share	2.6	+51.2%
Cash Flow from Operations (CFFO)	5.6	+12.1%
Net debt/Ebitda	2.18 x

* organic variation (revenues, Ebitda, COI) / gross variation (net recurring income, Group share) excluding weather effect in France and tariff adjustment booked in Q1 2013³

Several tangible progresses fueling the growth along the two Group's strategic axes: be leader in the energy transition in Europe and be the benchmark energy player in fast growing markets

FY 2014 financial targets⁴ confirmed

The Group confirms its guidance of a net recurring income, Group share² between EUR 3.3 and 3.7 billion, assuming average weather conditions⁵ for the full year and excluding the impact from the outage of Doel 3 and Tihange 2 during the second semester. This guidance will be adjusted by the months of effective outage of the two plants (ie EUR -40 million per month on the net recurring income, Group share) which will be noticed during the second semester of 2014.

Besides, the Group confirms all its other financial targets for the year 2014 :

• net capex⁶ between EUR 6 and 8 billion,
• net debt/Ebitda ratio below or equal to 2.5x and « A » category credit rating,
• dividend: 65-75% pay-out⁷ with a minimum of EUR 1 per share and payable in cash.

3 impact 2014 vs 2013 of EUR 704 millions on Ebitda and Current Operating Income, impact on revenues is estimated at EUR 1,950 million

4 these targets assume average weather conditions, full pass through of supply costs in French regulated gas tariffs, no other significant regulatory and macro-economic changes, commodity price assumptions based on market conditions as of end of December 2013 for the non-hedged part of the production, and average foreign exchange rates as follows for 2014: €/\$ 1.38, €/BRL 3.38

5 at the end of June 2014, the negative impact from the weather on the net recurring income, Group share, amounted to EUR 115 million 6

net capex = gross capex – disposals (cash and net debt scope) 7

based on net recurring income, Group share

1 including share in net income of associates

² net income excluding restructuring costs, MtM, impairments, disposals, other non-recurring items and associated tax impacts and nuclear contribution in Belgium

Reporting on first half results, Gérard Mestrallet, Chairman and Chief Executive Officer of GDF SUEZ, stated: "For the first half of 2014, the Group has posted solid results, in spite of a difficult economic context and unfavourable weather conditions. All of its business lines are focused on implementing the Group's strategy - a strategy that is based on two fundamental aims: be the benchmark energy player in fast growing markets and be leader in the energy transition in Europe. Following a number of industrial successes over the first half of the year, the Group confirms its balance sheet financial strength, continuing with its efforts to reduce the debt and bring its costs down thanks to the healthy results of the Perform 2015 program. The Group's net debt has once again fallen as a result of significant increase in cash flow generation. These results allow us to continue our development strategy and confirm our financial targets for 2014."

Analysis of financial data

Revenues of EUR 39.4 billion

Revenues of EUR 39,415 million are in decrease of -6.3% (gross) compared to H1 2013 and in organic decrease of -5.4%. This decrease is mainly due to the impact of weather on gas sales in France (H1 2014 being exceptionally warm when H1 2013 had been exceptionally cold). Excluding weather effect in France and gas tariff adjustment booked in 2013 which account for almost EUR 2 billion, organic decrease is limited to -0.6%.

Ebitda of EUR 6.6 billion

Group Ebitda reached EUR 6,619 million decreasing both on a gross basis (-14.2%) and on an organic basis (-9.9%). Excluding weather effect in France and gas tariff adjustment booked in 2013 which account for EUR 704 million, Ebitda is almost stable at -0.3%, penalized by the decrease in market power prices in Europe and by very unfavorable hydrological conditions in Latin America during the whole semester. These unfavorable elements are compensated by positive effects deriving from commissioning of new assets, operational performance and efforts realized under the Group performance plan.

Ebitda for the Energy International business line decreased by -11.1% organically to EUR 1,721 million, affected by very unfavorable hydrological conditions in Latin America during the whole semester (accounting for around EUR 0.3 billion) only partly compensated by performance improvement in North America, Peru, Chile and Thailand.

Ebitda for the Energy Europe business line, at EUR 1,554 million, decreased organically by -24.5%. H1 2014 has been penalized by weather conditions extremely unfavorable compared to 2013, by lower market power prices and by the decision to halt Doel 3 and Tihange 2 plants on March 26th 2014, though representing a reduced period compared to 2013 (when Doel 3 and Tihange 2 were stopped during the five first months of the year). Excluding weather effect in France and gas tariff adjustment booked in 2013, Ebitda organic variation is almost stable at -0.9%.

Global Gas & LNG business line reported an Ebitda of EUR 1,033 million, almost organically stable (-0.6%) reflecting the strong LNG arbitrage activity in Europe and Asia and the commissioning of many gas fields in Europe in Q2 2014.

Ebitda for Infrastructures business line came to EUR 1,814 million reflecting an organic decrease of -6.0% compared to June 2013, mainly due to warmer weather conditions which limit the positive impacts of tariffs increases. Excluding weather effect in France, Ebitda increased organically by +6.1%.

Energy Services business line Ebitda amounted to EUR 539 million, stable on a gross basis and -2.0% organically still affected by the last impacts of the expiration of cogeneration contracts with purchase obligation.

In addition all business lines contributed to the solid progress of Perform 2015 performance plan.

Net recurring income at EUR 2.1 billion

Net recurring income, Group share, at EUR 2,125 million, is in decrease by EUR 0.3 billion compared to end of June 2013. Decrease in current operating income is significantly mitigated by lower recurring financial and tax expenses.

Net debt at EUR 26.0 billion

At the end of June 2014, net debt reached EUR 26.0 billion, further reduced by EUR 3.2 billion compared to the end of December 2013, benefitting notably from (i) EUR 5.6 billion of Cash Flow From Operations before net capex of EUR 2.1 billion and payment of dividends to GDF SUEZ SA shareholders for EUR 1.6 billion and from (ii) a EUR 2 billion GDF SUEZ SA hybrid bond issue in early June.

Net debt /Ebitda ratio is 2.18 x still well below the target ≤ 2,5 x.

In May, GDF SUEZ successfully issued a EUR 2.5 billion green bond representing the largest amount ever issued on this market at an average coupon of 1.895% for a 9.1 years average duration. GDF SUEZ also issued a new hybrid bond for a total amount of EUR 2 billion with 2 tranches at an average coupon of 3.4%. Continuing active balance sheet optimization, GDF SUEZ used EUR 1.1 billion of this hybrid bond to buy back debt at an average coupon of 3.7%.

At the end of June 2014, the Group posted a high level of liquidity of EUR 20.1 billion, EUR 11.7 billion of which was held in cash, and the average cost of gross debt is 3.23%, more than 40 basis points lower than at the end of June 2013.

In April 2014, Moody's rating agency confirmed the A1 rating of GDF SUEZ with a stable outlook.

On July 30th 2014, S&P affirmed the A long term rating and revised the outlook from negative to stable.

Implementation of the Group's strategy at all levels

During H1 2014, GDF SUEZ has scored many successes in the implementation of its strategy:

To be the benchmark energy player in fast growing markets

• Receipt of the US Federal Energy Regulatory Commission's order (FERC) for the Cameron LNG project in which GDF SUEZ holds a 16.6% stake and 4 million tons per annum (mtpa) of liquefaction capacity;
• Signing of two 20-year LNG sales contract from Cameron LNG project: one with the Taiwanese company CPC for 0.8 mtpa and the other for 0.3 mtpa with the Japanese utility company Tohoku;
• In Oman, inauguration of the Sohar 2 and Barka 3 power plants with a total installed capacity of 1,488 MW;
• In Abu Dhabi, signature of a 25-year Power and Water Purchase Agreement (PWPA) for the Mirfa project (1,600 MW);
• In Mexico, signature of a memorandum of understanding and cooperation with PEMEX to promote the development of energy projects;
• In Brazil, commercial operation of 11x75 MW of hydro (Jirau) and 115 MW of wind (Trairi) capacities and development of 750 MW of additional renewable capacity;
• In Uruguay, chartering of the world's largest floating storage and regasification terminal in connection with the GNL del Plata project;
• In Chile, LNG storage installations optimization in Mejillones terminal;

• In Pakistan, inauguration of the 375 MW Uch II gas fired power plant;

• In China, signing of a major cooperation agreement with Beijing Enterprise Group to develop energy projects in China and promote development of sustainable urban eco-districts;

• In Singapore, acquisition of SMP Pte, a company specialized in energy efficiency for data centers;
• In Indonesia, signature of a cooperation agreement protocol related to a feasibility study for an onshore LNG terminal;
• Commissioning of Amstel (Netherlands), Juliet (UK) and Gudrun (Norway) E&P fields;
• Signature of an agreement with NYK and Mitsubishi to develop LNG as marine fuel worldwide.

To be leader in the energy transition in Europe

• In France, GDF SUEZ, EDP Renovables, Neoen Marine and AREVA consortium has been awarded to install and operate 2x500 MW offshore wind farms in the Tréport and the Isles of Yeu and Noirmoutier areas;
• In France, GDF SUEZ has been selected for 10 photovoltaic solar projects totalling 53.35 MWc and has inaugurated the Besse-sur-Issole photovoltaic facility (13.9 peak MW);
• Acquisition in the United Kingdom of wind energy developer West Coast Energy and of Lend Lease's facility management assets;
• Acquisition of the US company Ecova, specialized in technology-enabled energy;
• Renewal of heating networks contracts in France: Saint-Denis, Massy/Antony and Rennes (France);
• Signature of facilities management agreements with Telereal Trillium in the UK and Alstom in Germany;
• Contract awarded for the manufacturing of the future Gazpar smart meters;
• Promising development of biomethane injection in the French natural gas grid with, as of today, already 5 sites connected;
• In France, contract awarded by UGAP (Union des Groupements d'Achats Publics) for a common purchase contract of natural gas with 1,800 public administrations and local authorities (4.4 billion kWh of natural gas per year for two years).

Upcoming events

• October 15, 2014 :Payment of an interim dividend (EUR 0.50 per share) for fiscal year 2014. The ex-dividend date is set for October 13, 2014.
• November 13, 2014 :Publication of results as of September 30, 2014

The presentation of H1 2014 results and the first-half financial report, including the activity report, consolidated financial statements and notes, are available on our website: http://www.gdfsuez.com/en/investors/results/results-2014/

Important notice

The figures presented here are those customarily used and communicated to the markets by GDF SUEZ. This message includes forwardlooking information and statements. Such statements include financial projections and estimates, the assumptions on which they are based as well as statements about projects, objectives and expectations regarding future operations, profits, or services, or future performance. Although GDF SUEZ management believes that these forward-looking statements are reasonable, investors and holders of GDF SUEZ securities should be aware that such forward-looking information and statements are subject to many risks and uncertainties that are generally difficult to predict and beyond the control of GDF SUEZ, and may cause results and developments to differ significantly from those expressed, implied or predicted in the forward-looking statements or information. Such risks include those explained or identified in the public documents filed by GDF SUEZ with the French Financial Market Authority (AMF), including those listed in the "Risk Factors" section of the GDF SUEZ reference document filed with the AMF on March 22, 2013 (under number D.13-0206). Investors and holders of GDF SUEZ securities should note that if some or all of these risks are realized they may have a significant unfavorable impact on GDF SUEZ.

About GDF SUEZ

GDF SUEZ develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today's major energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing the use of resources. The Group provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production, liquefied natural gas, renewable energy and energy efficiency services.

GDF SUEZ employs 147,200 people worldwide and achieved revenues of €81.3 billion in 2013. The Group is listed on the Paris, Brussels and Luxembourg stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe, ASPI Eurozone, Euronext Vigeo Eurozone 120, Vigeo World 120, Vigeo Europe 120 and Vigeo France 20.

Press contact:

Tel France: +33 (0)1 44 22 24 35 Tel Belgium: +32 2 510 76 70 E-Mail: gdfsuezpress@gdfsuez.com

Investor Relations contact:

Tel: +33 (0)1 44 22 66 29 E-Mail: ir@gdfsuez.com

2013 figures pro forma with equity consolidation of Suez Environnement as of January 1st, 2013 and restated under IFRS 10-11

Summary statements of financial position

in €bn
ASSETS	12/31/13(1)	6/30/14	LIABILITIES	12/31/13(1)	6/30/14
NON CURRENT ASSETS	106.2	109.5	Equity, group share	47.9	50.8
			Non-controlling interests	5.7	6.2
CURRENT ASSETS	50.3	50.5	TOTAL EQUITY	53.6	57.0
of which financial assets valued at fair value through profit/loss	1.0	1.1	Provisions	16.1	16.8
of which cash & equivalents	8.7	11.4	Financial debt	39.3	39.1
			Other liabilities	47.5	47.1
TOTAL ASSETS	156.5	160.0	TOTAL LIABILITIES	156.5	160.0
H1 2014 Net Debt €26.0bn = Financial debt of €39.1bn – Cash & equivalents			(1) The comparative figures as of December 31, 2013 were restated under

of €11.4bn – Financial assets valued at fair value through profit/loss of €1.1bn – Assets related to financing of €0.1bn (incl. in non-current assets) – Derivative instruments hedging items included in the debt of €0.5bn EBITDA new definition and post IFRS 10/11

Summary income statement

in €m	H1 2013(1)	H1 2014
REVENUES	42,058	39,415
Purchases	-25,802	-24,200
Personnel costs	-4,913	-4,821
Amortization depreciation and provisions	-2,598	-2,100
Other operating incomes and expenses	-3,994	-4,223
Share in net income of entities accounted for using the equity method	327	275
CURRENT OPERATING INCOME AFTER SHARE IN NET INCOME OF ENTITIES ACCOUNTED FOR USING THE EQUITY METHOD	5,077	4,346
MtM, impairment, restructuring, disposals and others	-772	904
INCOME FROM OPERATING ACTIVITIES	4,305	5,250
Financial result of which recurring cost of net debt of which non recurring items included in financial income / loss of which others	-803 -640 62 -225	-921 -491 -209 -218
Income tax of which current income tax of which deferred income tax	-1,371 -1,314 -57	-1,258 -1,016 -242
Non-controlling interests	-392	-441
NET INCOME GROUP SHARE	1,739	2,630
EBITDA	7,716	6,619

(1) The comparative figures as of June 30, 2013 were restated under EBITDA new definition and IFRS10/11

Cash flow statement

in €m	H1 2013(1)	H1 2014
Gross cash flow before financial loss and income tax Income tax paid (excl. income tax paid on disposals) Change in operating working capital	7,482 -678 -1,109	6,362 -664 433
CASH FLOW FROM OPERATING ACTIVITIES	5,695	6,131
Net tangible and intangible investments Financial investments Disposals and other investment flows	-2,582 -496 1,529	-2,477 -515 1,055
CASH FLOW FROM INVESTMENT ACTIVITIES	-1,550	-1,937
Dividends paid Share buy back Balance of reimbursement of debt / new debt Net interests paid on financial activities Capital increase Other cash flows	-2,043 -5 -818 -760 37 -354	-2,023 137 -593 -592 2,014 -523
CASH FLOW FROM FINANCIAL ACTIVITIES	-3,943	-1,580
Impact of currency and other	63	80
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD	8 ,910	8,724
TOTAL CASH FLOWS FOR THE PERIOD	148	2,694
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	9,057	11,418

(1) The comparative figures as of June 30, 2013 were restated under EBITDA new definition and IFRS10/11

Revenues by geographic region by destination

in €m	H1 2013(1)	H1 2014	∆ 14/13
France	17,663	15,305	-13.4%
Belgium	5,076	5,604	+10.4%
SUB-TOTAL FRANCE-BELGIUM	22,739	20,909	-8.0%
Other EU countries	11,152	10,180	-8.7%
of which Italy	3,176	2,542	-20.0%
of which UK	2,456	2,354	-4.2%
of which Germany	1,647	1,445	-12.3%
of which Netherlands	1,912	1,951	+2.0%
Other European countries	525	683	+30.2%
SUB-TOTAL EUROPE	34,416	31,771	-7.7%
North America	1,906	1,831	-3.9%
SUB-TOTAL EUROPE & NORTH AMERICA	36,322	33,602	-7.5%
Asia, Middle-East and Oceania	3,691	3,584	-2.9%
South America	1,957	2,121	+8.4%
Africa	89	107	+20.6%
TOTAL	42,058	39,415	-6.3%

(1) The comparative figures as of June 30, 2013 were restated under EBITDA new definition and IFRS10/11